AMERICAN SKANDIA ADVISOR FUNDS INC
497, 1999-11-05
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                      American Skandia Advisor Funds, Inc.

                               P R O S P E C T U S
                  Class A, Class B, Class C and Class X Shares

                                NOVEMBER 1, 1999
                        ---------------------------------
              ASAF Founders International Small Capitalization Fund
                  ASAF T. Rowe Price International Equity Fund
                       ASAF AIM International Equity Fund
                         ASAF Janus Overseas Growth Fund
                        ASAF Janus Small-Cap Growth Fund
                   ASAF T. Rowe Price Small Company Value Fund
                    ASAF Neuberger Berman Mid-Cap Growth Fund
                    ASAF Neuberger Berman Mid-Cap Value Fund
                         ASAF Oppenheimer Large-Cap Growth Fund
                        ASAF Marsico Capital Growth Fund
                         ASAF Janus Capital Growth Fund
                    ASAF Bankers Trust Managed Index 500 Fund
                     ASAF Lord Abbett Growth and Income Fund
                        ASAF MFS Growth with Income Fund
                         ASAF INVESCO Equity Income Fund
                  ASAF American Century Strategic Balanced Fund
                       ASAF Federated High Yield Bond Fund
                           ASAF Total Return Bond Fund
                           ASAF JPM Money Market Fund
- ------------------------------------------------------------------------
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.

<PAGE>


<TABLE>
<CAPTION>
                          T A B L E O F C O N T E N T S

<S>                                                                                                                      <C>
Risk/Return Summary.......................................................................................................3

Past Performance.........................................................................................................12

Expense Information......................................................................................................14

         Shareholder Transaction Expenses................................................................................14
         Annual Fund Operating Expenses..................................................................................14
         Expense Examples................................................................................................16

Investment Programs of the Funds.........................................................................................18

         ASAF Founders International Small Capitalization Fund...........................................................19
         ASAF T. Rowe Price International Equity Fund....................................................................21
         ASAF AIM International Equity Fund................................................................................
         ASAF Janus Overseas Growth Fund.................................................................................22
         ASAF Janus Small-Cap Growth Fund................................................................................24
         ASAF T. Rowe Price Small Company Value Fund.....................................................................26
         ASAF Neuberger Berman Mid-Cap Growth Fund.......................................................................27
         ASAF Neuberger Berman Mid-Cap Value Fund........................................................................29
         ASAF Oppenheimer Large-Cap Growth Fund..........................................................................31
         ASAF Marsico Capital Growth Fund................................................................................32
         ASAF Janus Capital Growth Fund..................................................................................34
         ASAF Bankers Trust Managed 500 Index Fund.........................................................................
         ASAF Lord Abbett Growth and Income Fund.........................................................................36
         ASAF MFS Growth with Income Fund..................................................................................
         ASAF INVESCO Equity Income Fund.................................................................................37
         ASAF American Century Strategic Balanced Fund...................................................................38
         ASAF Federated High Yield Bond Fund.............................................................................40
         ASAF Total Return Bond Fund.....................................................................................42
         ASAF JPM Money Market Fund......................................................................................45

Portfolio Turnover.......................................................................................................47

How to Buy Shares........................................................................................................48

Special Investment Programs and Privileges...............................................................................53

How to Redeem Shares.....................................................................................................54

How to Exchange Shares...................................................................................................56

Determination of Net Asset Value.........................................................................................57

Shareholder Account Rules and Policies...................................................................................57

Special Information on the "Master/Feeder" Fund Structure................................................................58

Management of the Funds..................................................................................................58

         The Investment Manager..........................................................................................58
         The Sub-Advisors................................................................................................59
         Fees and Expenses...............................................................................................62

Dividends, Capital Gains and Taxes.......................................................................................63

Financial Highlights.....................................................................................................66

Certain Risk Factors and Investment Methods..............................................................................72
</TABLE>



<PAGE>


                               Risk/Return Summary

             American  Skandia Advisor Funds,  Inc. (the "Company") is comprised
of nineteen diversified  investment portfolios (the "Funds").  Five of the Funds
- -- ASAF T. Rowe Price International Equity Fund, ASAF Janus Capital Growth Fund,
ASAF INVESCO Equity Income Fund,  ASAF Total Return Bond Fund and ASAF JPM Money
Market Fund (the "Feeder Funds") -- invest all of their  investable  assets in a
corresponding  portfolio  (the  "Portfolios")  of American  Skandia Master Trust
("ASMT" or the "Trust"). Each Portfolio invests in securities in accordance with
an investment objective,  investment policies and limitations identical to those
of its corresponding  Feeder Fund. This  "master/feeder"  fund structure differs
from that of the other Funds of the Company and many other investment  companies
that directly  invest and manage their own portfolio of securities.  Those Funds
of the Company that  currently are not organized  under a  "master/feeder"  fund
structure retain the right to become part of the master/feeder  structure in the
future. For additional information regarding the "master/feeder" fund structure,
see this  Prospectus  under  "Special  Information on the  'Master/Feeder'  Fund
Structure."

             The  Company is  designed  to  provide a wide  range of  investment
options.  Each Fund and Portfolio has its own investment goal and style (and, as
a  result,  its own  level of risk).  Some of the  Funds  and  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 Funds or Portfolios.  Investments
in the  Funds  and  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 Fund and Portfolio is subject,  and a Fund or Portfolio's risk will vary based
on the securities that it holds at a given time. Nonetheless, based on each Fund
and Portfolio's  investment  style and the risks typically  associated with that
style,  it is possible  to assess in a general  manner the risks to which a fund
will be subject. The following discussion  highlights the investment  strategies
and risks of the Funds and Portfolios.  Additional  information  about each Fund
and  Portfolio's  potential  investments  and  its  risks  is  included  in this
Prospectus under "Investment Programs of the Funds."


<TABLE>
<CAPTION>
International Funds and Portfolios:

<S>                                     <C>                                     <C>
Fund/Portfolio:                         Investment Goal:                        Primary Investments:

Int'l Small  Capitalization             Capital growth                          The Fund invests primarily in equity  securities
Fund                                                                            of small capitalization foreign companies.

T.  Rowe  Price  Int'l  Equity          Total  return on assets                 The Portfolio invests primarily in common stocks of
Portfolio                               from  long-term  growth of              established foreign companies.
                                        capital and income

AIM  International  Equity              Capital  growth                         The Fund invests  primarily in equity securities of
Fund                                                                            foreign  companies.

Overseas Growth Fund                    Capital growth                          The Fund invests primarily in common stocks of
                                                                                foreign companies.
</TABLE>

Principal Investment Strategies:

The ASAF Founders  International  Small  Capitalization  Fund  normally  invests
primarily  in  securities   issued  by  foreign   companies   that  have  market
capitalizations  or annual revenues of $1 billion or less.  These securities may
represent  companies in both established and emerging  economies  throughout the
world.  At least 65% of the Fund's  total  assets  normally  will be invested in
foreign  securities  representing  a minimum  of three  countries.  The Fund may
invest  in  larger  foreign  companies  or in  U.S.-based  companies  if, in the
Sub-advisor's opinion, they represent better prospects for capital growth.

The  Sub-advisor  to the Fund looks for companies  whose  fundamental  strengths
indicate  potential for growth in earnings per share. The Sub-advisor  generally
takes a "bottom  up"  approach  to  building  the  Fund,  which  means  that the
Sub-advisor  will search for  individual  companies  that  demonstrate  the best
potential for significant earnings growth,  rather than choose investments based
on broader economic characteristics of countries or industries.

The Sub-advisor to the ASMT T. Rowe Price International Equity Portfolio expects
to invest substantially all of the Portfolio's assets (with a minimum of 65%) in
established  foreign  companies.   Geographic   diversification  will  be  wide,
including both developed and developing countries, and there will normally be at
least three  different  countries  represented in the  Portfolio.  Stocks can be
purchased  without  regard  to  a  company's  market  capitalization,   but  the
Sub-advisor's  focus  typically  will  be on  large  and,  to a  lesser  extent,
medium-sized companies.

The Fund will invest in stocks that have the  potential for growth of capital or
income or both.  Stocks are  selected by  blending a  "bottom-up"  approach  (an
approach  based  on  the  Sub-advisor's   fundamental   research  on  particular
companies),  with an  awareness  of a  country's  economic  status and  outlook.
However, selecting particular stocks is the focal point of decision-making.  The
Sub-advisor   weighs  a  company's   prospects  for  achieving  and   sustaining
above-average  long-term  earnings  growth and also looks at valuation  factors,
such as  price/earnings  and  price/cash  flow ratios.  Valuation  factors often
influence  the  Sub-advisor's  allocations  among  large-,  mid-,  and small-cap
companies.

The ASAF AIM International Equity Fund seeks to meet its investment objective by
investing,  normally, at least 70% of its assets in marketable equity securities
of foreign companies that are listed on a recognized foreign securities exchange
or traded in a foreign over-the-counter market. The Fund will normally invest in
a  diversified  portfolio  that  includes  companies  located  in at least  four
countries outside the United States,  emphasizing investment in companies in the
developed  countries of Western  Europe and the Pacific Basin.  The  Sub-advisor
does not intend to invest more than 20% of the Fund's  total assets in companies
located in developing countries.

The  Sub-advisor  focuses  on  companies  that have  experienced  above-average,
long-term  growth in earnings and have strong  prospects for future  growth.  In
selecting  countries  in which  the  Fund  will  invest,  the  Sub-advisor  also
considers  such  factors as the  prospect  for  relative  economic  growth among
countries  or  regions,  economic or  political  conditions,  currency  exchange
fluctuations, tax considerations and the liquidity of a particular security. The
Sub-advisor  considers  whether to sell a particular  security when any of those
factors materially changes.

The ASAF Janus  Overseas  Growth Fund pursues its  objective  primarily  through
investments in common stocks of issuers located  outside the United States.  The
Fund 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 Fund normally invests at least 65% of its total
assets  in  securities  of  issuers  from at  least  five  different  countries,
excluding the United States.  Although the Fund 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 Fund invests  primarily in stocks selected for their growth  potential.  The
Sub-advisor  generally takes a "bottom up" approach to choosing  investments for
the Fund. 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 Fund,  securities  are
generally  selected  without regard to any defined  allocation  among countries,
geographic regions or industry sectors, or other similar selection procedure.

Principal Risks:

- -    All four of the  international  funds and 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.

- -    The level of risk of the international  funds and 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, 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.  While  none of the
     international  funds invest  primarily in companies  located in  developing
     countries,  each  may  invest  in  those  companies  to  some  degree,  and
     investment in  developing  countries  may  accentuate  the risks of foreign
     investing.

- -    As a fund that  invests  primarily  in the  securities  of smaller  foreign
     issuers,  the ASAF Founders  International Small Capitalization Fund may be
     subject  to a greater  level of risk than the  other  international  funds.
     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.


<TABLE>
<CAPTION>
Capital Growth Funds and Portfolios:

<S>                           <C>                            <C>    <C>    <C>    <C>    <C>
Fund/Portfolio:               Investment Goal:               Primary Investments:

Small-Cap Growth Fund         Capital growth                 The Fund invests primarily in common stocks of small
                                                             capitalization U.S. companies.

Small Company  Value          Long-term capital              The   Fund invests   primarily in  stocks  and  equity-related
Fund                          growth                         securities of small capitalization U.S. companies that appear  to  be
                                                             undervalued.

Mid-Cap Growth Fund           Capital growth                 Invests primarily in common stocks of medium capitalization
                                                             companies.

Mid-Cap Value Fund            Capital growth                 The   Fund invests primarily in common stocks of medium capitalization
                                                             companies,  using a value-oriented investment approach.

Large-Cap Growth Fund         Capital growth                 The Fund invests primarily in common stocks of large capitalization
                                                             growth companies.

Marsico Capital Growth Fund   Capital  growth                The Fund invests primarily in common stocks, with the majority of  the
                                                             Fund's   assets  in  large-cap stocks.

Janus Capital Growth          Capital  growth                The Portfolio  invests  primarily in common stocks.
Portfolio

Managed Index 500 Fund        To outperform the S&P 500      The Portfolio invests primarily in common stocks included in
                              Stock Index                    the S&P 500.
</TABLE>

Principal Investment Strategies:

The ASAF Janus Small-Cap Growth Fund pursues its objective by normally investing
at least 65% of its total assets in the common stocks of small-sized  companies.
For  purposes  of the Fund,  small-sized  companies  are those that have  market
capitalizations  of less than $1.5 billion or annual gross revenues of less than
$500 million.  To a lesser extent,  the Fund may also invest in stocks of larger
companies with potential for capital appreciation.

The Sub-advisor  generally takes a "bottom up" approach to building the Fund. In
other words,  it seeks to identify  individual  companies  with earnings  growth
potential that may not be recognized by the market at large. Although themes may
emerge in the Fund,  securities  are generally  selected  without  regard to any
defined industry sector or other similar selection procedure.

The ASAF T. Rowe Price Small  Company Value Fund will invest at least 65% of its
total assets in stocks and  equity-related  securities  of small  companies  ($1
billion or less in market capitalization).  Stock selection will reflect a value
investment approach. The Sub-advisor's 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)  The  stock  price  appears  undervalued  in  relation  to  the
company's earnings, projected cash flow, or asset value per share.

             (2)  The  price/earnings   ratio  is  attractive  relative  to  the
underlying earnings growth rate.

             (3) The  potential  exists  for some  catalyst  (such as  increased
investor attention, a restructuring or asset sale, or a change in management) to
cause the stock's price to rise.

             (4) The dividend yield (the stock's annual dividend  divided by the
stock price) is attractive  relative to the stock's historic norm or that of its
industry.

The Fund will not sell a stock just  because  the  company has grown to a market
capitalization  of  more  than  $1  billion,  and it may  on  occasion  purchase
companies with a market cap above $1 billion.

To pursue its objective, the ASAF Neuberger Berman Mid-Cap Growth Fund primarily
invests in the common stocks of mid-cap companies.  Companies with equity market
capitalizations  from $300 million to $10 billion at the time of investment  are
considered mid-cap companies for purposes of the Fund. Some of the Fund's assets
may be invested in the securities of large-cap companies as well as in small-cap
companies.  The Fund seeks to reduce risk by  diversifying  among many companies
and industries.

The Fund is normally managed using a growth-oriented  investment  approach.  The
Sub-advisor looks for fast-growing companies that are in new or rapidly evolving
industries.  Factors in identifying  these  companies may include  above-average
growth  of  earnings  or  earnings  that  exceed  analysts'  expectations.   The
Sub-advisor  may also  look for  other  characteristics  in a  company,  such as
financial strength,  a strong position relative to competitors and a stock price
that is reasonable in light of its growth rate.

The Sub-advisor  follows a disciplined  selling  strategy,  and may sell a stock
when it  reaches a target  price,  fails to  perform  as  expected,  or  appears
substantially less desirable than another stock.

To pursue its objective,  the ASAF Neuberger Berman Mid-Cap Value Fund primarily
invests in the common stocks of mid-cap companies. Some of the Fund's assets may
be invested in the  securities  of  large-cap  companies as well as in small-cap
companies.
The  Fund  seeks  to  reduce  risk by  diversifying  among  many  companies  and
industries.

Under the Fund's 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 ASAF  Oppenheimer  Large-Cap  Growth Fund seeks its investment  objective by
emphasizing    investment    in   common    stocks    issued   by    established
large-capitalization "growth companies" that, in the opinion of the Sub-advisor,
have above average earnings prospects but are selling at below normal prices. At
least 65% of the Fund's assets  normally will be invested in companies that have
market  capitalizations  greater  than $3  billion,  and the Fund will  normally
maintain a median market capitalization greater than $5 billion.

"Growth companies" may be developing new products or services, or expanding into
new  markets  for their  products.  While  they  will have what the  Sub-advisor
believes to be favorable long-term prospects,  they normally retain a large part
of their earnings for research,  development  and investment in capital  assets.
Therefore,  they tend not to  emphasize  the  payment of  dividends.  Investment
opportunities  may be  sought  among  securities  of  smaller,  less  well-known
companies, although the Fund's emphasis is on large-cap issuers.

The ASAF  Marsico  Capital  Growth Fund will pursue its  objective  by investing
primarily in common  stocks.  The  Sub-advisor  expects that the majority of the
Fund's assets will be invested in the common stocks of larger,  more established
companies.

In selecting  investments  for the Fund, the  Sub-advisor  uses an approach that
combines  "top down"  economic  analysis with "bottom up" stock  selection.  The
"top-down"  approach takes into  consideration  such  macro-economic  factors as
interest  rates,  inflation,   the  regulatory   environment,   and  the  global
competitive landscape. In addition, the Sub-advisor examines such factors as the
most attractive global investment opportunities, industry consolidation, and the
sustainability of economic trends. As a result of this "top down" analysis,  the
Sub-advisor  identifies  sectors,  industries  and companies that should benefit
from the trends the Sub-advisor has observed.

The  Sub-advisor  then  looks for  individual  companies  with  earnings  growth
potential  that may not be  recognized  by the market at large.  In  determining
whether a particular  company is  appropriate  for  investment by the Fund,  the
Sub-advisor focuses on a number of different attributes, including the company's
specific  market  expertise or dominance,  its franchise  durability and pricing
power,  solid fundamentals  (e.g., a strong balance sheet,  improving returns on
equity,  and the ability to generate  free cash flow),  strong  management,  and
reasonable valuations in the context of projected growth rates.

The ASMT Janus Capital  Growth  Portfolio will pursue its objective by investing
primarily in common stocks.  Common stock  investments will be in companies that
the Sub-advisor  believes are  experiencing  favorable demand for their products
and  services,  and which  operate in a  favorable  competitive  and  regulatory
environment.  The Sub-advisor generally takes a "bottom up" approach to choosing
investments  for the Fund.  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 ASAF Bankers Trust Managed Index 500 Fund seeks to outperform the Standard &
Poor's  500  Composite  Stock  Price  Index  (the "S&P  500(R)")  through  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 Fund  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. The majority of the issues held by the
Fund  will  have  neutral  weightings,  but  approximately  100 will be over- or
under-weighted relative to the index. In addition, the Sub-advisor may determine
based on the  quantitative  criteria  that certain S&P 500 stocks  should not be
held by the Fund in any amount.

As part of a strategy  used to attempt to  outperform  the S&P 500, the Fund may
also invest up to 15% of its total assets in equity  securities of companies not
included in the S&P 500.  While the Fund attempts to outperform  the S&P 500, it
is not expected that any outperformance  will be substantial.  The Fund also may
underperform the S&P 500 over short or extended periods.

Principal Risks:

- -    All of the capital growth funds and  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.

- -    The risk to which the  capital  growth  funds and  portfolios  are  subject
     depends in part on the size of the companies in which the  particular  fund
     or 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 company's outstanding stock, is often used to classify companies based
     on size.  Therefore,  the ASAF Janus Small-Cap  Growth Fund and the ASAF T.
     Rowe Price  Small  Company  Value Fund can be expected to be subject to the
     highest degree of risk relative to the other capital growth funds. The ASAF
     Neuberger  Berman Mid-Cap Growth Fund and the ASAF Neuberger Berman Mid-Cap
     Value Fund can be  expected to be subject to  somewhat  less risk,  and the
     ASAF  Oppenheimer  Large-Cap  Growth Fund, the ASAF Marsico  Capital Growth
     Fund,  the ASMT Janus Capital  Growth  Portfolio and the ASAF Bankers Trust
     Managed Index 500 Fund to somewhat less risk than the mid-cap funds.

- -    The ASAF T. Rowe Price  Small  Company  Value  Fund and the ASAF  Neuberger
     Berman  Mid-Cap Value Fund take a value  approach to  investing,  while the
     ASAF Janus Small-Cap  Growth Fund, the ASAF Neuberger Berman Mid-Cap Growth
     Fund, the ASAF Oppenheimer  Large-Cap Growth Fund, the ASAF Marsico Capital
     Growth  Fund and the ASMT  Janus  Capital  Growth  Portfolio  take a growth
     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 fund or 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.  The ASAF  Bankers
     Trust Managed Index 500 Fund, like the S&P 500, will include both value and
     growth stocks.


<TABLE>
<CAPTION>
Growth and Income Funds and Portfolios:

<S>                           <C>                            <C>    <C>    <C>    <C>    <C>
Fund/Portfolio:               Investment Goal:               Primary Investments:

Growth and Income Fund        Long term capital  growth      The Fund invests   primarily in common stocks that are believed
                              and income                     to be selling at reasonable  prices in relation to value.

Growth with Income Fund       Reasonable current income      The Fund invests primarily in common stocks and related
                              and long-term capital          securities.
                              growth and income

Equity Income Portfolio       High  current  income and,     The  Portfolio  invests  primarily  in  dividend-paying
                              common  secondarily, capital   stocks that, over a period of years, may also provide capital
                              growth                         appreciation, and to a lesser extent in fixed income
                                                             securities.

Strategic Balanced Fund       Capital growth and current     The Fund normally invests approximately 60% of its assets in
                              income                         equity securities and the remainder in bonds and other fixed
                                                             income securities.
</TABLE>

Principal Investment Strategies:

The ASAF Lord  Abbett  Growth and Income  Fund  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 Fund's assets
invested  in  securities  that are selling at  reasonable  prices in relation to
their value. To do so, the Fund may forgo some  opportunities for gains when, in
the judgment of the Sub-advisor, they carry excessive risk. The Sub-advisor will
try to  anticipate  major  changes in the economy and select stocks for the Fund
that it believes will benefit most from these changes.

The stocks that the Fund will normally invest in are those of seasoned companies
that are expected to show above-average growth and that the Sub-advisor believes
are in sound financial  condition.  The Sub-advisor will be constantly balancing
the  opportunity  for  profit  against  the  risk of  loss  for  the  Fund.  The
Sub-advisor will take a flexible approach and adjust the Fund to reflect changes
in  the  opportunity  for  sound  investments  relative  to the  risks  assumed.
Therefore,  the Fund  will sell  securities  that the  Sub-advisor  judges to be
overpriced and reinvest the proceeds in other  securities  that the  Sub-advisor
believes offer better values.

The ASAF MFS Growth with Income Fund invests, under normal market conditions, at
least 65% of its total assets in common stocks and related  securities,  such as
preferred stocks,  convertible securities and depositary receipts. The stocks in
which the Fund invests  generally will pay dividends.  While the Fund may invest
in companies of any size,  the Fund  generally  focuses on companies with larger
market  capitalizations  that the Sub-advisor  believes have sustainable  growth
prospects and attractive  valuations  based on current and expected  earnings or
cash flow.

The Sub-advisor  uses a "bottom up," as opposed to "top down,"  investment style
in  managing  the Fund.  This  means that  securities  are  selected  based upon
fundamental analysis of individual companies by the Sub-advisor.

The ASMT  INVESCO  Equity  Income  Portfolio  seeks to achieve its  objective by
investing in  securities  that will  provide a relatively  high yield and stable
return and that, over a period of years, may also provide capital  appreciation.
The Portfolio normally will invest at least 65% of its assets in dividend-paying
common  stocks of domestic and foreign  issuers.  Up to 10% of the Fund's assets
may be  invested in equity  securities  that do not pay  regular  dividends.  In
addition,  the Portfolio  normally will have some portion of its assets invested
in debt securities, convertible bonds, or preferred stocks.

The Sub-advisor to the ASAF American Century Strategic  Balanced Fund intends to
maintain  approximately  60% of the Fund's assets in equity  securities  and the
remainder in bonds and other fixed income securities. With the equity portion of
the Fund,  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 U.S.
companies as measured by market capitalization. These rankings are determined by
using a computer model that combines measures of a stock's value and 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, among others,  the rate of growth in a company's
earnings and changes in its earnings estimates.

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  earlier that it thinks
will provide the best 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 intends to maintain approximately 80% of the Fund's fixed income
assets in domestic  fixed income  securities  and  approximately  20% in foreign
fixed income  securities.  This  percentage  will fluctuate and may be higher or
lower depending on the mix the Sub-advisor believes will be most appropriate for
achieving  the  Fund's  objectives.  The  fixed  income  portion  of the Fund is
invested in a diversified  portfolio of government  securities,  corporate fixed
income  securities,  mortgage-backed  and asset-backed  securities,  and similar
securities.  The  Sub-advisor's  strategy  is to  actively  manage  the  Fund by
investing the Fund's fixed income assets in sectors it believes are  undervalued
(relative to the other sectors) and which represent  better  relative  long-term
investment opportunities.

The Sub-advisor will adjust weighted average  portfolio  maturity in response to
expected changes in interest rates. Under normal market conditions, the weighted
average maturity of the fixed income portion of the Fund will range from 3 to 10
years.

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 funds and portfolios is that the value of the  securities  they hold
     will  decline.  The degree of risk to which the growth and income funds are
     subject is likely to be somewhat less than a fund investing exclusively for
     capital growth.

- -    The values of equity  securities  tend to  fluctuate  more  widely than the
     values of fixed income securities. Therefore, because of their fixed income
     investments, the risk to which the ASMT INVESCO Equity Income Portfolio and
     ASAF American  Century  Strategic  Balanced Fund are subject will likely be
     somewhat lower than a fund that invests  exclusively in equity  securities,
     although both will generally  invest the majority of their assets in equity
     securities.  Fixed income  securities with longer maturities (or durations)
     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.

- -    The ASAF American Century Strategic  Balanced Fund generally takes a growth
     approach to  investing  in equity  securities,  while the other  growth and
     income funds take a value  approach.  Growth  stocks are those of companies
     that are expected to grow at  above-average  rates,  while value stocks are
     believed to be selling at prices lower than what they are actually worth. A
     fund  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.

- -    Both the ASMT INVESCO Equity Income Portfolio and the ASAF American Century
     Strategic  Balanced  Fund may invest a limited  portion of their  assets in
     lower-quality  fixed income  securities,  which are subject to greater risk
     that the issuer may fail to make  interest  and  principal  payments on the
     securities when due.


<TABLE>
<CAPTION>
Fixed Income Funds and Portfolios:

<S>                           <C>                            <C>
Fund/Portfolio:               Investment Goal:               Primary Investments:

High Yield Bond Fund          High current income            The Fund invests primarily in lower-quality fixed income
                                                             securities.

Total Return Bond Portfolio   Maximize total return,         The Portfolio invests primarily in higher-quality fixed
                              consistent with                income securities of varying maturities, so that the
                              preservation of capital        Portfolio's expected average duration will be from three to six years.

Money Market Portfolio        Maximize current income        The Portfolio invests in high-quality, short-term, U.S.
                              and maintain high levels       dollar-denominated instruments.
                              of liquidity
</TABLE>

Principal Investment Strategies:

The ASAF  Federated  High Yield Bond Fund will invest at least 65% of its assets
in lower-rated  corporate fixed income  securities  ("junk bonds").  These fixed
income securities may include preferred stocks,  convertible securities,  bonds,
debentures,   notes,   equipment   lease   certificates   and  equipment   trust
certificates.  The  securities  in which the Fund invests  usually will be rated
below the three  highest  rating  categories of a nationally  recognized  rating
organization  (AAA,  AA, or A for  Standard & Poor's  Corporation  ("Standard  &
Poor's") and Aaa, Aa or A for Moody's Investors Service,  Inc.  ("Moody's")) or,
if unrated, are of comparable quality.  There is no lower limit on the rating of
securities in which the Fund may invest.

Methods  by which the  Sub-advisor  attempts  to reduce  the risks  involved  in
lower-rated securities include:

             Credit  Research.  The  Sub-advisor  will  perform  its own  credit
analysis in addition to using rating  organizations  and other sources,  and may
have  discussions  with the issuer's  management  or other  investment  analysts
regarding issuers.  The Sub-advisor's credit analysis will consider the issuer's
financial  soundness,   its  responsiveness  to  changing  business  and  market
conditions, and its anticipated cash flow and earnings. In evaluating an issuer,
the Sub-advisor  places special  emphasis on the estimated  current value of the
issuer's assets rather than their historical cost.

             Diversification.  The  Sub-advisor  invests in  securities  of many
different issuers, industries, and economic sectors.

             Economic   Analysis.   The   Sub-advisor   will   analyze   current
developments and trends in the economy and in the financial markets.

The ASMT PIMCO  Total  Return  Bond  Portfolio  will  invest at least 65% of its
assets in the following types of fixed income securities:

             (1) securities  issued or  guaranteed by the U.S.  Government,  its
               agencies or instrumentalities;
             (2) corporate debt securities, including convertible securities and
               commercial paper;
             (3) mortgage and other asset-backed securities;
             (4) structured notes, including hybrid or "indexed" securities, and
               loan participations;
             (5) delayed funding loans and revolving credit securities;
             (6) bank certificates of deposit,  fixed time deposits and bankers'
               acceptances;
             (7) repurchase agreements and reverse repurchase agreements;
             (8)  obligations  of  foreign  governments  or their  subdivisions,
               agencies   and   instrumentalities;   and  (9)   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
Portfolio's  assets  committed  to  investment  in  securities  with  particular
characteristics (such as maturity,  type and coupon rate) will vary based on the
Sub-advisor's 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-advisor's  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 ASMT JPM 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 Directors of the Company,  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 Moody's and  Standard & Poor's),  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 maturities,  in that their values
     will fluctuate more in response to changes in market interest rates.

- -    As a fund that invests primarily in lower-quality  fixed income securities,
     the ASAF  Federated High Yield Bond Fund 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.  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.

- -    As  a  portfolio  that  invests  primarily  in  high-quality  fixed  income
     securities  of medium  duration,  the level of risk to which the ASMT PIMCO
     Total Return Bond Portfolio is subject can be expected to be less than most
     equity  funds.  Nonetheless,  the  fixed  income  securities  held  by  the
     Portfolio  can  decline in value  because of changes in their  quality,  in
     market interest rates, or for other reasons. In addition, while the complex
     fixed income securities invested in and investment  practices engaged in by
     the Portfolio are designed to increase its return or hedge its  investment,
     these securities and practices may increase the risk to which the Portfolio
     is subject.

- -    The ASMT JPM 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.  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 and other factors.


<PAGE>



                  This page has been intentionally left blank.


<PAGE>


Past Performance

             The bar chart shows the 1998  performance  of the Class A shares of
each Fund that has been in operation since January 1, 1998. The tables below the
bar chart show each such Fund's best and worst quarters  during 1998, as well as
the average annual total return for each Fund for 1998 and since  inception,  if
longer.  This  information  may help provide an indication of each Fund's risks.
The average annual  figures  reflect sales charge levels that will be applicable
as of January 1, 2000; the other figures do not reflect sales charges, and would
be lower if they  did.  All  figures  assume  reinvestment  of  dividends.  Past
performance does not necessarily indicate how a Fund will perform in the future.


<TABLE>
<CAPTION>
                           1998 Class A total returns


 _________________________________________________________________________________________________________________________
                                                   59.91%                                                 60.00%
                                         24.90%
                                                                          19.84%                          40.00%
16.91%          15.70%                                            15.98%                                  20.00%
        13.93%            5.49%  -11.84%                  13.94%                4.90%  7.67%     3.92%
                                                                                                           0.00%
 ________________________________________________________________________________________________________-20.00%
<S>     <C>    <C>        <C>    <C>    <C>       <C>    <C>     <C>      <C>   <C>    <C>      <C>
 Fndrs  TRP     Janus     Janus  TRP    Oppen-    Janus  Lord    INVESCO  Am    Fed    Total     JPM
 Int'l  Int'l   Overseas  Smll   Smll    heimer   Cap    Abbett           Cent  High   Return    Money
                          Cap    Cap              Growth                        Yield            Market

</TABLE>


      * Class A Total Returns for first nine months of 1999  (unannualized)  for
      each Fund shown in the bar chart are as follows:

      Founders International Small Capitalization                     19.57%
      T. Rowe Price International Equity                               5.87%
      Janus Overseas Growth                                           12.79%
      Janus Small-Cap Growth                                          33.92%
      T. Rowe Price Small Company Value                               -1.84%
      Oppenheimer Large-Cap Growth                                     4.96%
      Janus Capital Growth                                            13.29%
      Lord Abbett Growth and Income                                    4.91%
      INVESCO Equity Income                                            5.05%
      American Century Strategic Balanced                              4.34%
      Federated High Yield Bond                                        0.15%
      Total Return Bond                                               -1.07%
      JPM Money Market                                                 2.62%



<PAGE>



<TABLE>
<CAPTION>
      <S>                                     <C>                               <C>
      Fund Name                               Best Quarter                      Worst Quarter
      Founders Int'l Small Capitalization     Up 12.6%, 1st quarter 1998        Down 17.4%, 3rd quarter 1998
      T. Rowe Price Int'l Equity              Up 17.0%, 4th quarter 1998        Down 13.5%, 3rd quarter 1998
      Janus Overseas Growth                   Up 15.5%, 4th quarter 1998        Down 13.2%, 3rd quarter 1998
      Janus Small-Cap Growth1                 Up 26.6%, 4th quarter 1998        Down 19.0%, 3rd quarter 1998
      T. Rowe Price Small Company Value       Up 8.3%, 4th quarter 1998         Down 19.6%, 3rd quarter 1998
      Oppenheimer Large-Cap Growth2           Up 23.5%, 4th quarter 1998        Down 12.8%, 3rd quarter 1998
      Janus Capital Growth                    Up 30.1%, 4th quarter 1998        Down 7.2%, 3rd quarter 1998
      Lord Abbett Growth and Income           Up 16.1%, 4th quarter 1998        Down 11.3%, 3rd quarter 1998
      INVESCO Equity Income                   Up 12.9%, 4th quarter 1998        Down 6.2%, 3rd quarter 1998
      American Century Strategic Balanced     Up 13.6%, 4th quarter 1998        Down 6.7%, 3rd quarter 1998
      Federated High Yield Bond               Up 4.1%, 1st quarter 1998         Down 3.3%, 3rd quarter 1998
      Total Return Bond                       Up 4.4%, 3rd quarter 1998         Down 0.1%, 4th quarter 1998
      JPM Money Market                        Up 1.0%, 3rd quarter 1998         Up 0.9%, 1st quarter 1998
</TABLE>


<TABLE>
<CAPTION>
                Average annual total returns
                For periods ending 12/31/1998          Class A     Class B    Class C     Class X     Index*
                Founders Int'l Small Capitalization
                <S>                       <C>              <C>       <C>        <C>          <C>       <C>
                                          One year:        6.20      6.13%      11.03%       8.96%     20.00%
                         Since inception (7/28/97):        3.66      4.13%       7.48%       5.89%      5.59%
                T. Rowe Price Int'l Equity
                                          One year:        7.40      7.37%      12.26%      10.29%     20.00%
                         Since inception (7/28/97):       -1.45     -1.28%       2.14%       0.74%      5.59%
                Janus Overseas Growth
                One year (inception date 12/31/97):        9.05      9.10%      14.20%      11.88%     20.00%
                Janus Small-Cap Growth1
                                          One year:       -0.55     -1.19%       3.90%       1.63%     28.57%
                         Since inception (7/28/97):        0.99      1.26%       4.85%       3.25%     21.27%
                T. Rowe Price Small Company Value
                                          One year:
                                                         -16.90    -17.56%     -13.26%     -15.46%     28.57%
                         Since inception (7/28/97):       -8.92     -8.94%      -5.61%      -7.34%     21.27%
                Oppenheimer Large-Cap Growth2
                One year (inception date 12/31/97):       17.72     18.70%      23.30%      21.61%     28.57%
                Janus Capital Growth
                                          One year:       50.76     53.16%      58.12%      57.08%     28.57%
                         Since inception (7/28/97):       33.75     35.89%      38.83%      38.40%     21.27%
                Lord Abbett Growth and Income
                One year (inception date 12/31/97):        7.39      7.68%      12.48%      10.42%     28.57%
                INVESCO Equity Income
                                          One year:        9.27      9.55%      14.45%      12.46%     28.57%
                         Since inception (7/28/97):       13.64     14.68%      17.96%      16.69%     21.27%
                American Century Strategic Balanced
                                          One year:
                                                          12.95     13.14%      18.03%      16.14%     21.35%
                         Since inception (7/28/97):       10.42     11.12%      14.45%      13.08%     16.92%
                Federated High Yield Bond
                                          One year:       0.42%     -1.47%       3.40%       1.15%      3.86%
                         Since inception (7/28/97):       1.94%      1.18%       4.54%       3.07%      5.62%
                Total Return Bond
                                          One year:       3.10%      1.17%       6.07%       3.85%      8.69%
                         Since inception (7/28/97):       4.99%      4.12%       7.49%       6.04%      8.65%


                7-day yield (as of 12/31/98)
                                                        Class A     Class B    Class C     Class X
                JPM Money Market
                                                  :       3.48%      2.95%       2.97%       2.97%
</TABLE>
                *Each  Fund's  average  annual  total  return is compared to the
                performance of a broad-based securities index that is made up of
                the type of  securities  in which  the  Fund  invests.  The ASAF
                Founders  International Small  Capitalization  Fund, the ASAF T.
                Rowe Price International Equity Fund and the ASAF Janus Overseas
                Growth  Fund  are  compared  to  the  Morgan   Stanley   Capital
                International (MSCI) EAFE Index; the ASAF Janus Small-Cap Growth
                Fund,  the ASAF T. Rowe Price Small Company Value Fund, the ASAF
                Neuberger  Berman Mid-Cap Growth Fund, the ASAF Neuberger Berman
                Mid-Cap Value Fund, the ASAF Oppenheimer  Large-Cap Growth Fund,
                the ASAF Marsico  Capital  Growth Fund,  the ASAF Janus  Capital
                Growth Fund,  the ASAF Lord Abbett  Growth and Income Fund,  and
                the ASAF INVESCO Equity Income Fund are compared to the Standard
                & Poors 500 Index,; the American Century Strategic Balanced Fund
                is compared to a blended index (60% Standard & Poors, 40% Lehman
                Brothers  Government/Corporate  Index);  the ASAF Federated High
                Yield Bond Fund is compared to the ML High Yield Index;  and the
                ASAF Total  Return  Bond Fund is  compared  to the LB  Aggregate
                Index.

                1Prior to January 1, 1999, the ASAF Janus Small-Cap  Growth Fund
                was known as the ASAF Founders Small Capitalization Fund.

                2Prior to December  31,  1998,  the ASAF  Oppenheimer  Large-Cap
                Growth  Fund was known as the ASAF  Robertson  Stephens  Value +
                Growth Fund.




<PAGE>


<TABLE>
<CAPTION>
Expense Information

             The maximum  transaction costs and total annual operating  expenses
associated with investing in Class A, Class B, Class C or Class X shares of each
Fund are reflected in the following tables:


SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment):
             ............
                                              High Yield Bond & Total Return Bond                   All Other Funds:
                                                             Funds:                          (other than Class A shares of
                                                                                                 Money Market Fund)(1)
                                              Class A      Class B & X     Class C          Class A    Class B & X    Class C
Maximum Sales Charge (Load) on
Purchases                                       4.25%         None           None             5.75%        None         None
(as % of offering price)
Maximum Contingent Deferred Sales
Charge
(Load) (as % of lower of original               None(2)       6.00%(3)       1.00%(3)         None(2)     6.00%(3)     1.00%(3)
purchase price or redemption proceeds)
Redemption Fee                                  None(4)       None(4)        None(4)          None(4)      None(4)      None(4)
Exchange Fee                                    None          None           None             None         None         None


ANNUAL FUND OPERATING  EXPENSES (expenses that are deducted from Fund assets, in %):

                                 Management     Estimated       Other        Total Annual        Fee Waivers       Net Annual
ASAF Fund:                       Fees           Distribution    Expenses     Fund Operating     and Expense        Fund Operating
                                                and  Service                 Expenses           Reimbursement(6)   Expenses
                                                (12b-1)
                                                Fees(5)
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>          <C>            <C>                <C>                <C>

Int'l Small Capitalization
     Class A                        1.10           0.50         7.60           9.20               (7.10)             2.10
     Class B                        1.10           1.00         7.70           9.80               (7.20)             2.60
     Class C                        1.10           1.00         7.62           9.72               (7.12)             2.60
     Class X                        1.10           1.00         7.48           9.58               (6.98)             2.60
T. Rowe
International Equity
     Class A                        1.00           0.50         4.56           6.06               (3.96)             2.10
     Class B                        1.00           1.00         4.50           6.50               (3.90)             2.60
     Class C                        1.00           1.00         4.55           6.55               (3.95)             2.60
     Class X                        1.00           1.00         4.54           6.54               (3.94)             2.60
AIM International
Equity(7)
     Class A                        1.10           0.56         1.09           2.75               (0.59)             2.16
     Class B                        1.10           1.06         1.09           3.25               (0.59)             2.66
     Class C                        1.10           1.06         1.09           3.25               (0.59)             2.66
     Class X                        1.10           1.06         1.09           3.25               (0.59)             2.66
Overseas Growth
     Class A                        1.10           0.50         2.52           4.12               (2.02)             2.10
     Class B                        1.10           1.00         2.48           4.58               (1.98)             2.60
     Class C                        1.10           1.00         2.48           4.58               (1.98)             2.60
     Class X                        1.10           1.00         2.50           4.60               (2.00)             2.60
Small-Cap Growth
     Class A                        0.90           0.54         4.98           6.42               (4.68)             1.74
     Class B                        0.90           1.04         4.96           6.90               (4.66)             2.24
     Class C                        0.90           1.04         4.70           6.64               (4.40)             2.24
     Class X                        0.90           1.04         4.79           6.73               (4.49)             2.24
Small Company Value
     Class A                        1.00           0.50         2.01           3.51               (1.76)             1.75
     Class B                        1.00           1.00         2.03           4.03               (1.78)             2.25
     Class C                        1.00           1.00         1.97           3.97               (1.72)             2.25
     Class X                        1.00           1.00         2.00           4.00               (1.75)             2.25
Mid-Cap Growth
     Class A                        0.90           0.61         4.26           5.77               (3.91)             1.86
     Class B                        0.90           1.11         14.08          16.09              (13.73)            2.36
     Class C                        0.90           1.11         18.35          20.36              (18.00)            2.36
     Class X                        0.90           1.11         8.53           10.54              (8.18)             2.36
Mid-Cap Value
     Class A                        0.90           0.73         8.04           9.67               (7.69)             1.98
     Class B                        0.90           1.23         7.20           9.33               (6.85)             2.48
     Class C                        0.90           1.23         12.01          14.14              (11.66)            2.48
     Class X                        0.90           1.23         11.00          13.13              (10.65)            2.48
Large-Cap Growth(8)
     Class A                        0.90           0.54         2.69           4.13               (2.29)             1.84
     Class B                        0.90           1.04         2.67           4.61               (2.27)             2.34
     Class C                        0.90           1.04         2.57           4.51               (2.17)             2.34
     Class X                        0.90           1.04         2.67           4.61               (2.27)             2.34
Marsico Capital Growth
     Class A                        1.00           0.57         1.34           2.91               (1.09)             1.82
     Class B                        1.00           1.07         1.29           3.36               (1.04)             2.32
     Class C                        1.00           1.07         1.44           3.51               (1.19)             2.32
     Class X                        1.00           1.07         1.22           3.29               (0.97)             2.32
Janus Capital Growth
     Class A                        1.00           0.53         1.15           2.68               (0.95)             1.73
     Class B                        1.00           1.03         1.14           3.17               (0.94)             2.23
     Class C                        1.00           1.03         1.13           3.16               (0.93)             2.23
     Class X                        1.00           1.03         1.16           3.19               (0.96)             2.23
Managed Index 500(7)
     Class A                        0.80           0.50         0.68           1.98               (0.48)             1.50
     Class B                        0.80           1.00         0.68           2.48               (0.48)             2.00
     Class C                        0.80           1.00         0.68           2.48               (0.48)             2.00
     Class X                        0.80           1.00         0.68           2.48               (0.48)             2.00
Lord Abbett
Growth and Income
     Class A                        1.00           0.50         2.07           3.57               (1.97)             1.60
     Class B                        1.00           1.00         2.06           4.06               (1.96)             2.10
     Class C                        1.00           1.00         2.01           4.01               (1.91)             2.10
     Class X                        1.00           1.00         1.98           3.98               (1.88)             2.10
MFS Growth with Income(8)
     Class A                        1.00           0.56         0.70           2.26               (0.40)             1.86
     Class B                        1.00           1.06         0.70           2.76               (0.40)             2.36
     Class C                        1.00           1.06         0.70           2.76               (0.40)             2.36
     Class X                        1.00           1.06         0.70           2.76               (0.40)             2.36
Equity Income
     Class A                        0.75           0.57         1.61           2.93               (1.31)             1.62
     Class B                        0.75           1.07         1.63           3.45               (1.33)             2.12
     Class C                        0.75           1.07         1.58           3.40               (1.28)             2.12
     Class X                        0.75           1.07         1.60           3.42               (1.30)             2.12
Strategic Balanced
     Class A                        0.90           0.50         2.92           4.32               (2.72)             1.60
     Class B                        0.90           1.00         2.75           4.65               (2.55)             2.10
     Class C                        0.90           1.00         2.87           4.77               (2.67)             2.10
     Class X                        0.90           1.00         2.76           4.66               (2.56)             2.10
High Yield Bond
     Class A                        0.70           0.50         1.70           2.90               (1.40)             1.50
     Class B                        0.70           1.00         1.62           3.32               (1.32)             2.00
     Class C                        0.70           1.00         1.71           3.41               (1.41)             2.00
     Class X                        0.70           1.00         1.63           3.33               (1.33)             2.00
Total Return Bond
     Class A                        0.65           0.50         1.78           2.93               (1.53)             1.40
     Class B                        0.65           1.00         1.93           3.58               (1.68)             1.90
     Class C                        0.65           1.00         1.87           3.52               (1.62)             1.90
     Class X                        0.65           1.00         2.03           3.68               (1.78)             1.90
Money Market
     Class A                        0.50           0.50         1.42           2.42               (0.92)             1.50
     Class B                        0.50           1.00         1.39           2.89               (0.89)             2.00
     Class C                        0.50           1.00         1.57           3.07               (1.07)             2.00
     Class X                        0.50           1.00         1.68           3.18               (1.18)             2.00
</TABLE>
(1) For  purchases  prior to January 1, 2000,  Class A shares of these Funds are
subject to a maximum sales charge of 5.00%. Class A shares of the ASAF JPM Money
Market Fund are sold without an initial sales charge (load).


(2) Under certain  circumstances,  purchases of Class A shares not subject to an
initial  sales  charge  (load) will be subject to a  contingent  deferred  sales
charge  (load)  ("CDSC") if redeemed  within 12 months of the calendar  month of
purchase.  For an additional discussion of the Class A CDSC, see this Prospectus
under "How to Buy Shares."
(3) If you purchase Class B or X shares,  you do not pay an initial sales charge
but you may pay a CDSC if you redeem some or all of your  shares  before the end
of the seventh (in the case of Class B shares) or eighth (in the case of Class X
shares) year after which you purchased such shares.  The CDSC is 6%, 5%, 4%, 3%,
2%, 2% and 1% for  redemptions of Class B shares  occurring in years one through
seven,  respectively.  The  CDSC  is 6%,  5%,  4%,  4%,  3%,  2%,  2% and 1% for
redemptions   of  Class  X  shares   occurring  in  years  one  through   eight,
respectively.  No CDSC is charged after these  periods.  If you purchase Class C
shares,  you do not pay an initial  sales charge but you may incur a CDSC if you
redeem some or all of your Class C shares within 12 months of the calendar month
of purchase.  For a discussion of the Class B, X and C CDSC, see this Prospectus
under "How to Buy Shares."
(4) A $10 fee may be imposed for wire transfers of redemption  proceeds.  For an
additional  discussion of wire  redemptions,  see this Prospectus  under "How to
Redeem Shares."
(5) As  discussed  below  under "How to Buy Shares -  Distribution  Plans,"  the
Company and the Trust have adopted Plans under Rule 12b-1 to permit an affiliate
of Company's and Trust's Investment Manager to receive brokerage  commissions in
connection  with the  purchase  and sale of  securities  held by the  Funds  and
Portfolios,  and to use these  commissions  to promote the sale of shares of the
Funds.  The staff of the Securities and Exchange  Commission  takes the position
that commission  amounts received under these  Supplemental  Distribution  Plans
should be  reflected in the expenses of the Funds.  The  estimated  Distribution
Fees are  derived  from data  regarding  each Fund's and  Portfolio's  brokerage
transactions,  and the  proportion  of such  transactions  directed  to  certain
dealers  that  sell  Fund  shares,  for the year  ended  June 30,  1999.  Actual
commission amounts received under the Supplemental Distribution Plans will vary.
(6) The Funds' investment  manager has agreed to reimburse and/or waive fees for
each Fund until March 1, 2000 so that each Fund's  operating  expenses  (and, in
the case of the  Feeder  Funds,  the Feeder  Fund's pro rata share of  operating
expenses of the Fund's corresponding  Portfolio),  exclusive of taxes, interest,
brokerage commissions, and extraordinary expenses, do not exceed the percentages
shown in the table under "Net Annual Fund Operating Expenses."
(7) Other expenses  shown are based on estimated  amounts for the current fiscal
year.
(8) Prior to December 31, 1998,  the Investment  Manager had engaged  Robertson,
Stephens & Company Investment Management,  L.P. as Sub-advisor for the Fund, and
the  total  Investment  Management  fee was at the  annual  rate of 1.10% of the
average  daily net assets of the Fund. As of December 31, 1998,  the  Investment
Manager engaged  OppenheimerFunds,  Inc. as Sub-advisor for the Fund, and, as of
March 1, 1999,  the  Investment  Management fee is payable at the annual rate of
0.90% of the first $1 billion of the average daily net assets of the Fund,  plus
0.85% of the  Fund's  average  daily net  assets in  excess of $1  billion.  The
Management Fee in the above chart reflects the revised fee.

             Expenses  shown  for  each  of the  Feeder  Funds  are  based  upon
distribution and administration  fees for the Fund and management fees and other
expenses for the Fund's corresponding Portfolio.



<PAGE>


<TABLE>
<CAPTION>
EXPENSE EXAMPLES:

             This  example is intended to help you compare the cost of investing
in the Funds with the cost of investing in other mutual funds.

             Full Redemption.  This Example assumes that you invest $10,000 in a
Fund for the time  periods  indicated  and then redeem all of your shares at the
end of those  periods.  The Example also assumes that your  investment  has a 5%
return each year, that the Funds' total operating  expenses remain the same, and
that the Funds' expense waivers and reimbursements  remain in effect until March
1,  2000.  Although  your  actual  costs may be higher or lower,  based on these
assumptions your costs would be:

                                               1 Year                                            3 Years
ASAF Fund:                    Class A     Class B      Class C    Class X(*)      Class A     Class B     Class C   Class X(*)

<S>                            <C>         <C>          <C>         <C>            <C>         <C>         <C>        <C>
International Small            $1213       $1331        $826        $1335          $2845       $2953       $2536      $2968
Capitalization

T. Rowe Price                   1022        1119         623         1135           2156        2197       1809        2252
International Equity

AIM International               819         908          408         916            1362        1383        983        1407
Equity

Overseas Growth                 902         994          494         1005           1698        1724       1324        1762

Small-Cap Growth                1033        1134         617         1136           2228        2283       1821        2289

Small Company Value             853         946          442         953            1539        1573       1157        1594

Mid-Cap Growth                  994         1711        1466         1386           2079        4196       4513        3172

Mid-Cap Value                   1231        1290        1091         1552           2934        2841       3433        3781

Large-Cap Growth                895         988          481         997            1693        1724       1298        1757

Marsico Capital Growth          816         902          412         905            1390        1399       1038        1405

Janus Capital Growth            801         889          388         897            1331        1348        946        1377

Managed Index 500               749         835          335         841            1146        1157        757        1176

Lord Abbett                     852         943          440         947            1549        1576       1163        1584
Growth and Income

MFS                             778         866          366         872            1229        1244        844        1265
Growth with Income

Equity Income                   813         904          400         909            1391        1418       1005        1436

Strategic Balanced              899         982          490         993            1732        1727       1357        1763

High Yield Bond                 661         891          397         899            1243        1381       1004        1408

Total Return Bond               660         905          401         919            1247        1446       1030        1498

Money Market                    214         862          374         889            725         1267        915        1367

                                               5 Years                                           10 Years
ASAF Fund:                    Class A     Class B      Class C    Class X(*)      Class A     Class B     Class C   Class X(*)

International Small            $4342       $4405        $4179       $4537          $7569       $7616       $7654      $7784
Capitalization

T. Rowe Price                   3265        3237        3057         3429           5937        5905       6009        6153
International Equity

AIM International               n/a         n/a          n/a         n/a            n/a         n/a         n/a        n/a
Equity

Overseas Growth                 2508        2462        2262         2627           4595        4548       4640        4772

Small-Cap Growth                3389        3381        3083         3495           6150        6141       6060        6268

Small Company Value             2245        2216        1989         2353           4104        4085       4145        4274

Mid-Cap Growth                  3148        6118        6767         4844           5749        8768       9988        8183

Mid-Cap Value                   4482        4244        5450         5615           7762        7523       9082        9048

Large-Cap Growth                2505        2467        2225         2624           4598        4562       4581        4775

Marsico Capital Growth          1988        1919        1786         2029           3596        3523       3755        3651

Janus Capital Growth            1887        1832        1628         1982           3392        3342       3445        3559

Managed Index 500               n/a         n/a          n/a         n/a            n/a         n/a         n/a        n/a

Lord Abbett                     2266        2225        2003         2339           4150        4113       4175        4254
Growth and Income

MFS                             n/a         n/a          n/a         n/a            n/a         n/a         n/a        n/a
Growth with Income

Equity Income                   1993        1955        1733         2085           3611        3584       3656        3766

Strategic Balanced              2576        2478        2328         2639           4738        4619       4776        4810

High Yield Bond                 1849        1893        1734         2040           3480        3488       3663        3682

Total Return Bond               1859        2007        1781         2198           3504        3664       3756        3992

Money Market                    1263        1697        1580         1971           2733        3082       3358        3544

             No Redemption.  You would pay the following  expenses based on the above assumptions except that you do not redeem your
shares at the end of each period:
                                               1 Year                                            3 Years
ASAF Fund:                    Class A     Class B      Class C    Class X(*)      Class A     Class B     Class C   Class X(*)

International Small            $1213        $731        $726         $735          $2845       $2553       $2536      $2568
Capitalization

T. Rowe Price                   1022        519          523         535            2156        1797       1809        1852
International Equity

AIM International               819         308          308         316            1362        983         983        1007
Equity

Overseas Growth                 902         394          394         405            1698        1324       1324        1362

Small-Cap Growth                1033        534          517         536            2228        1883       1821        1889

Small Company Value             853         346          342         353            1539        1173       1157        1194

Mid-Cap Growth                  994         1111        1366         786            2079        3796       4513        2772

Mid-Cap Value                   1231        690          991         952            2934        2441       3433        3318

Large-Cap Growth                895         388          381         397            1693        1324       1298        1357

Marsico Capital Growth          816         302          312         305            1390        999        1038        1005

Janus Capital Growth            801         289          288         297            1331        948         946        977

Managed Index 500               749         235          235         241            1146        757         757        776

Lord Abbett                     852         343          340         347            1549        1176       1163        1184
Growth and Income

MFS                             778         266          266         272            1229        844         844        865
Growth with Income

Equity Income                   813         304          300         309            1391        1018       1005        1036

Strategic Balanced              899         382          390         393            1732        1327       1357        1363

High Yield Bond                 661         291          297         299            1243        981        1004        1008

Total Return Bond               660         305          301         319            1247        1046       1030        1098

Money Market                    214         262          274         289            725         867         915        967

                                               5 Years                                           10 Years
ASAF Fund:                    Class A     Class B      Class C    Class X(*)      Class A     Class B     Class C   Class X(*)

International Small            $4342       $4205        $4179       $4237          $7569       $7616       $7654      $7784
Capitalization

T. Rowe Price                   3265        3037        3057         3129           5937        5905       6009        6153
International Equity

AIM International               n/a         n/a          n/a         n/a            n/a         n/a         n/a        n/a
Equity

Overseas Growth                 2508        2262        2262         2327           4595        4548       4640        4772

Small-Cap Growth                3389        3181        3083         3195           6150        6141       6060        6268

Small Company Value             2245        2016        1989         2053           4104        4085       4145        4274

Mid-Cap Growth                  3148        5918        6767         4544           5749        8768       9988        8183

Mid-Cap Value                   4482        4044        5450         5315           7762        7523       9082        9048

Large-Cap Growth                2505        2267        2225         2324           4598        4562       4581        4775

Marsico Capital Growth          1988        1719        1786         1729           3596        3523       3755        3651

Janus Capital Growth            1887        1632        1628         1682           3392        3342       3445        3559

Managed Index 500               n/a         n/a          n/a         n/a            n/a         n/a         n/a        n/a

Lord Abbett                     2266        2025        2003         2039           4150        4113       4175        4254
Growth and Income

MFS                             n/a         n/a          n/a         n/a            n/a         n/a         n/a        n/a
Growth with Income

Equity Income                   1993        1755        1733         1785           3611        3584       3656        3766

Strategic Balanced              2576        2278        2328         2339           4738        4619       4776        4810

High Yield Bond                 1849        1693        1734         1740           3480        3488       3663        3682

Total Return Bond               1859        1807        1781         1898           3504        3664       3756        3992

Money Market                    1263        1497        1580         1671           2733        3082       3358        3544

</TABLE>

(*) Expense  examples for  purchases of Class X shares of the Funds  reflect the
shareholder's  receipt of  additional  "bonus  shares." For a discussion  of the
issuance  of "bonus  shares,"  see this  Prospectus  under  "How to Buy  Shares:
Purchase of Class X Shares."



<PAGE>


                        Investment Programs of the Funds

             The investment objective,  policies and limitations for each of the
Funds  are  described  below.  Each  Feeder  Fund  seeks to meet its  investment
objective by investing all of its investable assets in a corresponding Portfolio
of the Trust,  which in turn invests directly in a portfolio of securities.  The
investment objective, policies and limitations of each Feeder Fund are identical
to those of its corresponding Portfolio.

             While certain policies apply to all Funds and Portfolios, generally
each Fund and Portfolio  has a different  investment  objective  and  investment
focus. As a result,  the risks,  opportunities  and returns of investing in each
Fund or Portfolio will differ. Those investment policies specifically labeled as
"fundamental"  may not be changed without  shareholder  approval.  However,  the
investment  objective of each Fund and Portfolio  generally is not a fundamental
policy and may be changed by the  Directors  of the  Company or  Trustees of the
Trust  without  shareholder  approval.   Similarly,   most  of  the  Funds'  and
Portfolios' investment policies and limitations are not fundamental policies.

             There can be no assurance that the investment objective of any Fund
or Portfolio will be achieved. Risks relating to certain types of securities and
instruments  in which the Funds and  Portfolios may invest are described in this
Prospectus under "Certain Risk Factors and Investment Methods."

             If approved by the  Directors of the  Company,  the Company may add
more Funds and may cease to offer any existing Funds in the future.


<PAGE>



ASAF FOUNDERS International Small Capitalization Fund:

Investment  Objective:  The investment  objective of the Fund is to seek capital
growth.

Principal Investment Policies and Risks:

             To achieve its objective,  the Fund normally  invests  primarily in
securities  issued by foreign  companies  that have  market  capitalizations  or
annual revenues of $1 billion or less. These securities may represent  companies
in both established and emerging economies throughout the world.

             At least 65% of the Fund's total assets  normally  will be invested
in foreign  securities  representing a minimum of three countries.  The Fund may
invest  in  larger  foreign  companies  or in  U.S.-based  companies  if, in the
Sub-advisor's  opinion,  they represent better prospects for capital growth. The
Sub-advisor looks for companies whose fundamental  strengths  indicate potential
for growth in earnings per share. The Sub-advisor  generally takes a "bottom up"
approach to building the Fund,  which means that the Sub-advisor will search for
individual  companies  that  demonstrate  the  best  potential  for  significant
earnings  growth,  rather  than  choose  investments  based on broader  economic
characteristics of countries or industries.

             As discussed below,  foreign securities are generally considered to
involve  more risk than  those of U.S.  companies,  and  securities  of  smaller
companies are generally considered to be riskier than those of larger companies.
Therefore,  because the Fund's  investment  focus is on  securities of small and
medium-sized foreign companies,  the risk of loss and share price fluctuation of
this Fund likely will be high relative to most of the other Funds of the Company
and popular market averages.

             Foreign  Securities.  For purposes of the Fund,  the term  "foreign
securities"  refers to  securities  of  issuers,  that,  in the  judgment of the
Sub-advisor,  have their  principal  business  activities  outside of the United
States,  and may include  American  Depositary  Receipts.  The  determination of
whether an issuer's  principal  activities are outside of the United States will
be based on the location of the issuer's assets, personnel,  sales, and earnings
(specifically  on whether more than 50% of the issuer's  assets are located,  or
more than 50% of the  issuer's  gross  income is  earned,  outside of the United
States) or on whether the issuer's sole or principal  stock exchange  listing is
outside of the United  States.  The  foreign  securities  in which the Fund will
invest  typically will be traded on the  applicable  country's  principal  stock
exchange but may also be traded on regional exchanges or over-the-counter.

             Investments in foreign securities involve different risks than U.S.
investments,   including  fluctuations  in  currency  exchange  rates,  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.  Foreign  investments of the Fund may include securities issued
by companies located 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.  The Fund is permitted to use
forward foreign currency  contracts in connection with the purchase or sale of a
specific security or for hedging purposes.

             For an  additional  discussion  of the risks  involved  in  foreign
securities,  see this  Prospectus  under  "Certain  Risk Factors and  Investment
Methods."

             Small  and  Medium-Sized   Companies.   Investments  in  small  and
medium-sized  companies involve greater risk than is customarily associated with
more established  companies.  Generally,  small and  medium-sized  companies are
still in the  developing  stages of their  life  cycles  and are  attempting  to
achieve rapid growth in both sales and  earnings.  While these  companies  often
have growth rates that exceed those of large companies,  smaller companies often
have  limited  operating  histories,   product  lines,   markets,  or  financial
resources, and they may be dependent upon one-person management. These companies
may be subject to intense  competition from larger entities,  and the securities
of such companies may have a limited market and may be subject to more abrupt or
erratic movements in price.

Other Investments:

             In addition to investing in common  stocks,  the Fund may invest in
other types of securities and may engage in certain  investment  practices.  The
Fund may invest in convertible securities,  preferred stocks, bonds, debentures,
and  other  corporate  obligations  when the  Sub-advisor  believes  that  these
investments offer  opportunities for capital  appreciation.  Current income will
not be a substantial factor in the selection of these securities.

             The Fund will  only  invest in  bonds,  debentures,  and  corporate
obligations  (other than  convertible  securities  and  preferred  stock)  rated
investment grade at the time of purchase.  Convertible  securities and preferred
stocks  purchased  by the Fund may be rated in medium  and lower  categories  by
Moody's or S&P,  but will not be rated lower than B. The Fund may also invest in
unrated convertible  securities and preferred stocks if the Sub-advisor believes
that the financial condition of the issuer or the terms of the securities limits
risk to a level similar to that of securities rated B or above.

             In addition, the Fund may enter into stock index, interest rate and
foreign  currency futures  contracts (or options thereon) for hedging  purposes.
The  Fund  may  write  covered  call  options  on any  or  all of its  portfolio
securities as the Sub-advisor considers appropriate.  The Fund also may purchase
options on securities and stock indices for hedging  purposes.  The Fund may buy
and sell options on foreign currencies for hedging purposes.

             For more information on these  securities and investment  practices
and their risks,  see this Prospectus under "Certain Risk Factors and Investment
Methods."

             Temporary Investments.  Up to 100% of the assets of the Fund may be
invested  temporarily in cash or cash equivalents if the Sub-advisor  determines
that it would be appropriate for purposes of increasing  liquidity or preserving
capital in light of market or economic  conditions.  Temporary  investments  may
include U.S.  government  obligations,  commercial paper, bank obligations,  and
repurchase  agreements.   While  the  Fund  is  in  a  defensive  position,  the
opportunity  to achieve  its  investment  objective  of capital  growth  will be
limited.



<PAGE>


ASAF T. Rowe Price International Equity Fund:

Investment  Objective:  The  investment  objective  of the Fund is to seek total
return  from  long-term  growth  of  capital  and  income  by  investing  in its
corresponding  Portfolio,  which in turn principally invests in common stocks of
established,  non-U.S.  companies.  Investments  may be made  solely for capital
appreciation  or solely for income or any combination of both for the purpose of
achieving a higher overall return.

Principal Investment Policies and Risks:

             The  Sub-advisor  expects  to  invest   substantially  all  of  the
Portfolio's  assets (with a minimum of 65%) in  established  foreign  companies.
Geographic diversification will be wide, including both developed and developing
countries,  and  there  will  normally  be at least  three  different  countries
represented  in the  Portfolio.  Stocks  can be  purchased  without  regard to a
company's market  capitalization,  but the Sub-advisor's focus typically will be
on large and, to a lesser extent, medium-sized companies.  Investment in foreign
companies  may be made  through  American  Depositary  Receipts  (ADRs)  and the
securities of foreign  investment  funds or trusts  (including  passive  foreign
investment companies).

             The  Portfolio  will invest in stocks that have the  potential  for
growth of capital or income or both.  Stocks are selected by using a "bottom-up"
approach  (an  approach  based  on the  Sub-advisor's  fundamental  research  on
particular  companies) in an effort to identify  companies  capable of achieving
and sustaining above-average long-term earnings growth. The Sub-advisor seeks to
purchase stocks at reasonable prices in relation to anticipated  earnings,  cash
flow  or  book  value.  Valuation  factors  often  influence  the  Sub-advisor's
allocations among large-, mid-, and small-cap companies.

             While  bottom-up  stock  selection  is the  focus  of its  decision
making,  the  Sub-advisor  also invests with an awareness of the global economic
backdrop and its outlook for individual companies.  Country allocation is driven
largely by stock  selection,  though the  Sub-advisor  may limit  investments in
markets that appear to have poor overall prospects.

             In selecting  stocks,  the Sub-advisor  generally  favors companies
with one or more of the following characteristics:

- -            leading market position;
- -            attractive business niche;
- -            strong franchise or natural monopoly;
- -            technological leadership or proprietary advantages;
- -            seasoned management;
- -            earnings growth and cash flow sufficient to support growing
             dividends;  and
- -            healthy balance sheet with relatively low debt.

             As with all stock funds,  the Portfolio's  (and Fund's) share price
can fall  because of  weakness  in one or more  securities  markets,  particular
industries or specific holdings.  As a stock fund investing primarily in foreign
securities,  the  Portfolio  may be subject  to  greater  risk of loss and price
fluctuation  than  domestic  funds.  The risks of foreign  investing,  which are
described  in more  detail  below under  "Certain  Risk  Factors and  Investment
Methods,"  include  varying  stages of economic  and  political  development  of
foreign  countries,  differing  regulatory and accounting  standards in non-U.S.
markets,  higher transaction costs, and the risks of currency  fluctuations.  In
addition,  the Portfolio's  investments in foreign securities will be subject to
the risks of currency fluctuations, in which a decline in the value of a foreign
currency  versus the U.S.  dollar can  reduce  the  dollar  value of  securities
denominated in that currency.  While the Portfolio may engage in forward foreign
currency exchange contracts and futures and options on foreign  currencies,  the
Portfolio does not engage in extensive currency hedging under normal conditions.
To the extent that the Portfolio has  investments in developing  countries,  the
risks of foreign investing will be accentuated.

Other Investments:

             In addition to common  stocks,  the  Portfolio  may also purchase a
variety of other equity-related  securities,  such as preferred stocks, warrants
and  convertible   securities,   as  well  as  investment  grade  corporate  and
governmental  debt securities,  when considered  consistent with the Portfolio's
investment  objectives and program.  The Portfolio may enter into stock index or
currency  futures  contracts  (or options  thereon)  for hedging  purposes or to
provide an efficient means of managing the  Portfolio's  exposure to the foreign
equity  markets.  The  Portfolio may write covered call options and purchase put
and call options on foreign currencies,  securities,  and stock indices. As part
of its investment program and to maintain greater flexibility, 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" and the Company's SAI under "Investment Programs
of the Funds."

             Temporary   Investments.   Under  exceptional  economic  or  market
conditions  abroad,  the Portfolio may temporarily invest all or a major portion
of its  assets  in  U.S.  government  obligations  or debt  obligations  of U.S.
companies.  While the Portfolio is in a defensive  position,  the opportunity to
achieve its investment  objective will be limited. The Portfolio's cash reserves
may be invested in high-quality  domestic and foreign money market  instruments.
In addition to enabling the Portfolio to take defensive positions, cash reserves
also provide flexibility in meeting redemptions and paying expenses.



<PAGE>


ASAF AIM INTERNATIONAL EQUITY FUND:

Investment Objective:  The investment objective of the Fund is to seek long-term
capital growth by investing in a diversified  portfolio of international  equity
securities the issuers of which are considered to have strong earnings momentum.

Principal Investment Objectives and Risks:

             The Fund  seeks  to meet its  investment  objective  by  investing,
normally,  at least 70% of its total assets in marketable  equity  securities of
foreign companies that are listed on a recognized foreign securities exchange or
traded in a foreign  over-the-counter market. The Fund will normally invest in a
diversified portfolio that includes companies located in at least four countries
outside the United States,  emphasizing investment in companies in the developed
countries of Western  Europe and the Pacific  Basin.  The  Sub-advisor  does not
intend to invest more than 20% of the Fund's total  assets in companies  located
in developing  countries  (i.e.,  those that are in the initial  stages of their
industrial cycles).

             The  Sub-advisor   focuses  on  companies  that  have   experienced
above-average, long-term growth in earnings and have strong prospects for future
growth.  In selecting  countries in which the Fund will invest,  the Sub-advisor
also considers such factors as the prospect for relative  economic  growth among
countries  or  regions,  economic or  political  conditions,  currency  exchange
fluctuations, tax considerations and the liquidity of a particular security. The
Sub-advisor  considers  whether to sell a particular  security when any of those
factors materially changes.

             As with any equity fund, the  fundamental  risk associated with the
Fund 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 Fund 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 Fund has authority to engage in transactions
intended to hedge its exposure to  fluctuations in foreign  currencies,  it does
not  currently  intend to do so. To the extent the Fund invests in securities of
issuers in developing countries,  the Fund 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.

Other Investments:

             The  Fund  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 Fund 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 Fund may use  futures  contracts  and related  options,  options on
securities,  securities  indices and  currencies to attempt to hedge against the
overall level of risk normally associated with the Fund's investments.  The Fund
also may from time to time make short sales of securities "against the box."

             Additional  information  about  convertible  securities,   options,
futures contracts, short sales and other investments and investment practices of
the  Fund 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 Fund 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 Fund is in
such a defensive position,  the opportunity to achieve its investment  objective
of capital growth may be limited.


<PAGE>


ASAF JANUS OVERSEAS GROWTH FUND:

Investment Objective:  The investment objective of the Fund is to seek long-term
growth of capital.

Principal Investment Policies and Risks:

             The Fund pursues its objective  primarily  through  investments  in
common stocks of issuers  located  outside the United  States.  The Fund 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 Fund  normally  invests  at least  65% of its  total  assets in
securities  of issuers from at least five  different  countries,  excluding  the
United  States.  Although  the Fund 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 Fund  invests  primarily  in stocks  selected  for their growth
potential.  The  Sub-advisor  generally takes a "bottom up" approach to choosing
investments  for the Fund.  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 Fund,
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 Fund will be incidental to its objective.

             As with any common stock fund, the fundamental risk associated with
the Fund is the risk that the value of the stocks 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
Fund 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 fund 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 Fund  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 Fund may  purchase
securities in anticipation of relatively  short-term  price gains.  The Fund 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 Fund 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.

Other Investments:

             The Fund may invest to a lesser degree in types of securities other
than common stocks, including preferred stocks, warrants, convertible securities
and debt securities. The Fund is subject to the following percentage limitations
on investing in certain types of debt securities:

     -- 35% of its assets in lower-rated fixed income securities ("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 Fund may make  short  sales  "against  the box." In  addition,  the Fund may
invest  in the  following  types  of  securities  and  engage  in the  following
investment techniques:

             Futures,  Options and Other  Derivative  Instruments.  The Fund 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 and interest rate swaps and
swap-related products (collectively "derivative instruments").  The Fund 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 Fund may also use derivative
instruments for  non-hedging  purposes such as seeking to increase  income.  The
Fund  may also use  currency  hedging  techniques,  including  forward  currency
exchange  contracts,  to manage  exchange rate risk with respect to  investments
exposed to foreign currency fluctuations.

             Index/structured    Securities.    The   Fund   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
other than common stocks in which the Portfolio may invest and their risks,  see
this  Prospectus  under  "Certain Risk Factors and  Investment  Methods" and the
Company's SAI under "Investment Programs of the Funds."

             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  Fund's
investments  may be  hedged  to a  greater  degree  and/or  its cash or  similar
investments  may increase.  In other words,  the Fund does not always stay fully
invested  in stocks  and bonds.  The Fund's  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 Fund is
in a defensive position,  the opportunity to achieve its investment objective of
long-term growth of capital will be limited.


<PAGE>


ASAF JANUS SMALL-CAP GROWTH FUND:

Investment  Objective:  The investment  objective of the Fund is to seek capital
growth.

Principal Investment Policies and Risks:

             The Fund pursues its  objective by normally  investing at least 65%
of its total assets in the common stocks of small-sized companies.  For purposes
of the Fund, small-sized companies are those that have market capitalizations of
less than $1.5 billion or annual gross revenues of less than $500 million.  To a
lesser  extent,  the Fund may also  invest in stocks  of larger  companies  with
potential for capital appreciation.

             The Sub-advisor  generally takes a "bottom up" approach to building
the  Fund.  In other  words,  it seeks to  identify  individual  companies  with
earnings  growth  potential  that may not be  recognized by the market at large.
Although  themes  may  emerge in the Fund,  securities  are  generally  selected
without  regard  to any  defined  industry  sector  or other  similar  selection
procedure. Current income is not a significant factor in choosing investments.

             Because  the  Fund  invests   primarily  in  common   stocks,   the
fundamental  risk of  investing  in the Fund is that the value of the  stocks 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 smaller or newer issuers,  the
Fund may be subject to greater  risk of loss and share  price  fluctuation  than
funds  investing  primarily  in  larger  or more  established  issuers.  Smaller
companies  are more  likely  to  realize  substantial  growth  as well as suffer
significant  losses than larger  issuers.  Smaller  companies  may lack depth of
management,  they may be  unable  to  generate  funds  necessary  for  growth or
potential  development  internally or to generate  such funds  through  external
financing on favorable terms, 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
competitors,  and may have more  limited  trading  markets  than the markets for
securities of larger issuers.

             While  the  Sub-advisor  tries  to  reduce  the risk of the Fund by
diversifying  its assets among issuers (so that the effect of any single holding
is reduced),  and by not  concentrating  its assets in any particular  industry,
there is no assurance that these effort will be successful in reducing the risks
to which the Fund is subject.

             The Fund  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 Fund may  purchase
securities in anticipation of relatively  short-term  price gains.  The Fund 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 Fund 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.

Other Investments:

             The Fund may invest to a lesser degree in types of securities other
than common stocks, including preferred stocks, warrants, convertible securities
and debt securities. The Fund is subject to the following percentage limitations
on investing in certain types of debt securities:

     -- 35% of its assets in lower-rated fixed income securities ("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 Fund may make  short  sales  "against  the box." In  addition,  the Fund may
invest  in the  following  types  of  securities  and  engage  in the  following
investment techniques:

             Index/structured    Securities.    The   Fund   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.

             Foreign  Securities.  The Fund may invest  without limit in foreign
equity and debt securities.  The Fund 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.   The  Sub-advisor  seeks
companies  that meet these  criteria  regardless of country of  organization  or
principal business activity. However, certain factors such as expected inflation
and currency exchange rates,  government  policies affecting  businesses,  and a
country's  prospects for economic growth may warrant  consideration in selecting
foreign securities.

             Futures,  Options and Other  Derivative  Instruments.  The Fund 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 Fund intends to use most derivative instruments primarily to
hedge  the  value  of its  portfolio  against  potential  adverse  movements  in
securities  prices,  currency  exchange  rates or interest  rates.  To a limited
extent,  the Fund may also use derivative  instruments for non-hedging  purposes
such as seeking to increase income.

             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" and the Company's  SAI under  "Investment
Programs for the Funds."

             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  Fund's
investments  may be  hedged  to a  greater  degree  and/or  its cash or  similar
investments  may increase.  In other words,  the Fund does not always stay fully
invested  in stocks  and bonds.  The Fund's  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 Fund is
in a defensive position,  the opportunity to achieve its investment objective of
capital growth will be limited.


<PAGE>



ASAF T. Rowe Price Small Company Value Fund:

Investment  Objective:  The  investment  objective  of the  Fund  is to  provide
long-term capital growth by investing primarily in  small-capitalization  stocks
that appear to be undervalued.

Principal Investment Policies and Risks:

             The Fund will invest at least 65% of its total assets in stocks and
equity-related  securities  of small  companies  ($1  billion  or less in market
capitalization).  Reflecting a value  approach to investing,  the Fund will seek
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-advisor's 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)  Above-average  dividend  yield (the  stock's  annual  dividend
divided by the stock  price)  relative to a company's  peers or its own historic
norm.

             (2) Low price/earnings,  price/book value or price/cash flow ratios
relative to the S&P 500 Index, the company's peers, or its own historic norm.

             (3) Low  stock  price  relative  to a  company's  underlying  asset
values.

             (4) A plan to improve the business through restructuring.

             (5)  A  sound   balance   sheet   and  other   positive   financial
characteristics.

             The Fund may sell  securities for a variety of reasons,  such as to
secure   gains,   limit   losses  or  re-deploy   assets  into  more   promising
opportunities. The Fund will not sell a stock just because the company has grown
to a market  capitalization  of more  than $1  billion,  and it may on  occasion
purchase companies with a market cap above $1 billion.

             As with all stock funds, the Fund's 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 stock's  intrinsic  value for a long time or that a stock
judged to be undervalued may actually be appropriately priced.

Other Investments:

             Although the Fund 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
Fund's investment objective and policies.  The Fund 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 Fund.

             The  Fund 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 Fund may invest in foreign  cash  items as  described  below in
excess of this 20%  limit.)  The Fund may enter  into  stock  index or  currency
futures  contracts  (or options  thereon) for hedging  purposes or to provide an
efficient means of managing the Fund's exposure to the equity markets.  The Fund
may also write  (sell) call and put options and purchase put and call options on
securities,  financial indices, and currencies. The Fund 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" and the  Company's  SAI under  "Investment  Programs of the
Funds."

             Temporary  Investments.  The Fund may  establish  and maintain cash
reserves  without  limitation  for  temporary  defensive  purposes.  The  Fund's
reserves  may be invested in  high-quality  domestic  and foreign  money  market
instruments,   including  repurchase  agreements.  Cash  reserves  also  provide
flexibility in meeting  redemptions and paying expenses.  While the Fund is in a
defensive  position,  the  opportunity  to achieve its  investment  objective of
long-term capital growth will be limited.


<PAGE>



ASAF Neuberger Berman Mid-Cap Growth Fund:

Investment  Objective:  The investment  objective of the Fund is to seek capital
growth.

Principal Investment Policies and Risks:

         To pursue  its  objective,  the Fund  primarily  invests  in the common
stocks of mid-cap companies.  Companies with equity market  capitalizations from
$300 million to $10 billion at the time of  investment  are  considered  mid-cap
companies for purposes of the Fund. The Company may revise this definition based
on  market  conditions.  Some  of  the  Fund's  assets  may be  invested  in the
securities of large-cap  companies as well as in small-cap  companies.  The Fund
seeks to reduce risk by diversifying  among many companies and  industries.  The
Fund does not seek to invest in securities  that pay dividends or interest,  and
any such income is incidental.

         The  Fund  is  normally  managed  using  a  growth-oriented  investment
approach.  For  growth  investors,  the aim is to invest in  companies  that are
already  successful  but  could  be even  more so.  The  Sub-advisor  looks  for
fast-growing  companies that are in new or rapidly evolving industries.  Factors
in identifying these companies may include  above-average  growth of earnings or
earnings that exceed analysts'  expectations.  The Sub-advisor may also look for
other  characteristics  in a  company,  such as  financial  strength,  a  strong
position  relative to competitors  and a stock price that is reasonable in light
of its growth rate.

         The Sub-advisor follows a disciplined selling strategy,  and may sell a
stock when it reaches a target price,  fails to perform as expected,  or appears
substantially less desirable than another stock.

         As a Fund that invests  primarily  in the stocks of mid-cap  companies,
the Fund's 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 Fund's
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 tend to be more  sensitive  than value  stocks to bad  economic  news and
negative earnings surprises.

Other Investments:

         Although equity securities are normally the Fund's 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 Fund may  invest up to 35% of its total
assets, measured at the time of investment,  in investment grade fixed income or
debt securities.  If the quality of any fixed income securities held by the Fund
deteriorates  so that they are no longer  investment  grade,  the Fund will sell
such  securities  in an  orderly  manner  so that the  Fund's  holdings  of such
securities do not exceed 5% of its total assets.

         Foreign  Securities.  The Fund 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 Fund's  assets that may be invested in  securities of foreign
companies that are denominated in U.S. dollars. In addition,  the Fund 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 Fund 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.

         Temporary  Investments.  When the Fund  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 Fund avoid losses but may mean lost opportunities.


<PAGE>



ASAF Neuberger Berman Mid-Cap Value Fund:

Investment  Objective:  The investment  objective of the Fund is to seek capital
growth.

Principal Investment Policies and Risks:

         To pursue  its  objective,  the Fund  primarily  invests  in the common
stocks of mid-cap  companies.  Some of the Fund's  assets may be invested in the
securities of large-cap  companies as well as in small-cap  companies.  The Fund
seeks to reduce risk by diversifying among many companies and industries.

          Under the Fund's 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.  Fund  managers  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,  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.

         As a Fund that invests  primarily  in the stocks of mid-cap  companies,
the Fund's 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 Fund may 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.

Other Investments:

         Although equity securities are normally the Fund's 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 Fund may  invest up to 35% of its total
assets, measured at the time of investment,  in fixed income or debt securities.
The Fund 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 Fund may invest.

         Foreign  Securities.  The Fund 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 Fund's  assets that may be invested in  securities of foreign
companies that are denominated in U.S. dollars. In addition,  the Fund 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 Fund 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 Fund's net assets.

         Temporary  Investments.  When the Fund  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 Fund avoid losses but may mean lost opportunities.


<PAGE>



ASAF OPPENHEIMER LARGE-CAP GROWTH FUND:

Investment  Objective:  The investment  objective of the Fund is to seek capital
growth.

Principal Investment Policies and Risks:

             The Fund seeks its objective by  emphasizing  investments in equity
securities  issued by established  large-capitalization  "growth  companies." At
least 65% of the Fund's assets  normally will be invested in companies that have
market  capitalizations  greater  than $3  billion,  and the Fund will  normally
maintain a median market capitalization greater than $5 billion. For purposes of
the  Fund,  equity  securities  include  common  stocks,  preferred  stocks  and
convertible securities.

             In selecting  securities  for the Fund, the  Sub-advisor  looks for
high-growth  companies that the  Sub-advisor  believes are able to maintain high
levels of growth. In seeking broad diversification of the Fund's portfolio among
industries and market  sectors,  the Sub-advisor  looks for the  characteristics
listed  below,  although the  characteristics  used may change over time and may
vary in particular cases. Currently, the Sub-advisor looks for:

o Companies  that exhibit above  average  growth in revenues,  o Companies  that
exhibit above average growth in earnings,  and o  Sustainability  of the factors
driving revenue and earnings growth.

             Because  the Fund  invests a  substantial  portion  (or all) of its
assets in  stocks,  the Fund is  subject  to the  risks  associated  with  stock
investments,  and the Fund's share price therefore may fluctuate  substantially.
The prices of growth  company  stocks  may  fluctuate  more than  other  stocks,
although the Fund's focus on large,  more-established  growth companies may help
reduce some of that risk.  The Fund's 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 Fund (for example,  poor
earnings, loss of major customers,  availability of basic resources or supplies,
major  litigation  against an  issuer,  or  changes  in  government  regulations
affecting an  industry).  Because of the types of  securities it invests in, the
Fund is  designed  for  those who are  investing  for the long  term.  While the
Sub-advisor tries to reduce risks by diversifying its investments,  by carefully
researching  securities  before they are  purchased,  and in some cases by using
hedging techniques such as futures  contracts,  there is no assurance that these
efforts to reduce risk will be successful.

Other Investments:

                  While the  Sub-advisor  will  invest  the  Portfolio's  assets
primarily in domestic  equity  securities,  it also may invest in other types of
securities and employ special investment techniques.  The Portfolio may purchase
securities of foreign  companies or  governments,  including those in developing
countries.  The Portfolio may buy and sell futures  contracts,  forward  foreign
currency contracts and put and call options on securities,  currencies,  futures
contracts  and  broadly-based  securities  indices.  The Portfolio may use these
instruments to hedge the Portfolio against price fluctuations or to increase its
exposure  to the  market,  but  not  for  speculative  purposes.  The  Portfolio
currently does not use these  instruments  extensively.  In addition to options,
futures contracts and forward  contracts,  the Portfolio may invest in specially
designed derivative instruments for hedging purposes or to enhance total return.

                  For additional  information  about these investments and their
risks, see this Prospectus under "Certain Risk Factors and Investment Methods."

                  Temporary  Investments.  The Portfolio may invest a portion of
its  assets  in cash,  cash  equivalents  and  U.S.  Government  securities  for
liquidity  purposes,  but will not invest a significant portion of its assets in
these instruments for temporary defensive purposes.




<PAGE>



ASAF Marsico Capital Growth Fund:

Investment  Objective:  The investment  objective of the Fund is to seek capital
growth. This is a fundamental objective of the Fund. Income is not an investment
objective and any income realized on the Fund's investments,  therefore, will be
incidental to the Fund's objective.

Principal Investment Policies and Risks:

             The Fund will pursue its objective by investing primarily in common
stocks.  The Sub-advisor  expects that the majority of the Fund's assets will be
invested in the common stocks of larger, more established companies.

             In selecting  investments  for the Fund,  the  Sub-advisor  uses an
approach  that  combines  "top down"  economic  analysis  with "bottom up" stock
selection.  The "top down" approach takes into consideration such macro-economic
factors as interest rates, inflation, the regulatory environment, and the global
competitive landscape. In addition, the Sub-advisor examines such factors as the
most attractive global investment opportunities, industry consolidation, and the
sustainability of economic trends. As a result of this "top down" analysis,  the
Sub-advisor  identifies  sectors,  industries  and companies that should benefit
from the trends the Sub-advisor has observed.

             The Sub-advisor  then looks for individual  companies with earnings
growth  potential  that  may  not be  recognized  by the  market  at  large.  In
determining  whether a particular  company is appropriate  for investment by the
Fund, the Sub-advisor focuses on a number of different attributes, including the
company's specific market expertise or dominance,  its franchise  durability and
pricing power,  solid  fundamentals  (e.g.,  a strong  balance sheet,  improving
returns  on  equity,  and the  ability  to  generate  free  cash  flow),  strong
management,  and reasonable valuations in the context of projected growth rates.
This is called "bottom up" stock selection.

             The primary risk associated with investment in the Fund will be the
risk that the equity securities held by the Fund will decline in value. The risk
of the Fund 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 Fund to purchase and hold
securities  for  capital  growth,  changes  in the  Fund  will  be  made  as the
Sub-advisor  deems  advisable.  For example,  portfolio  changes may result from
liquidity  needs,  securities  having reached a desired  price,  or by reason of
developments not foreseen at the time of the investment was made.

             Special  Situations.  The Fund 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.

Other Investments:

             The Fund may also invest to a lesser  degree in  preferred  stocks,
convertible securities, warrants, and debt securities when the Fund perceives an
opportunity for capital growth from such  securities.  The Fund may invest up to
10% of its total assets in debt  securities,  which may include  corporate bonds
and debentures and government securities.

             The Fund 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.  The  Fund 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 Fund 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 Fund
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 Fund 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 Fund's positions  against  potential  adverse  movements in securities
prices,  foreign  currency  markets or interest rates. To a limited extent,  the
Fund  may also use  derivative  instruments  for  non-hedging  purposes  such as
increasing the Fund's 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 Fund's 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 and repurchase agreements.  While the
Fund is in a defensive  position,  the  opportunity  to achieve  its  investment
objective of capital growth will be limited.


<PAGE>



ASAF JANUS CAPITAL GROWTH FUND:

Investment Objective:  The investment objective of the Fund is to seek growth of
capital.

Principal Investment Policies and Risks:

             The  Fund  will  pursue  its   objective   by   investing   in  its
corresponding  Portfolio,  which in turn will invest primarily in common stocks.
Common stock investments will be in companies that the Sub-advisor  believes are
experiencing favorable demand for their products and services, and which operate
in a favorable competitive and regulatory environment. 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.  Current
income is not a significant factor in choosing investments.

             Because the Portfolio invests a substantial portion (or all) of its
assets in stocks,  the Portfolio is subject to the risks  associated  with stock
investments,  and  the  Portfolio's  (and  Fund's)  share  price  therefore  may
fluctuate  substantially.  This is true  despite  the  Portfolio's  focus on the
stocks of larger more-established companies. The Portfolio's 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 in which the Portfolio  invests,  the Fund 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.

Other Investments:

             Although  the  Sub-advisor  expects to invest  primarily  in equity
securities,  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
is subject to the following percentage limitations on investing in certain types
of debt securities:

     -- 35% of its assets in lower-rated fixed income securities ("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 Fund 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 Portfolio's 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."

             Temporary Investments. The Sub-advisor may increase the Portfolio's
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 for the Portfolio and the
Fund to achieve their investment objectives of capital growth will be limited.



<PAGE>


ASAF BANKERS TRUST MANAGED INDEX 500 FUND:

Investment Objective:  The investment objective of the Fund is to outperform the
Standard & Poor's 500  Composite  Stock Price Index (the "S&P  500(R)")  through
stock selection  resulting in different  weightings of common stocks relative to
the index.

Principal Investment Policies and Risks:


         The Fund will  invest  primarily  in the  common  stocks  of  companies
included in the S&P 500 and derivative  instruments tied to the S&P 500. 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 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 Fund  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. The majority of the issues held by the
Fund  will  have  neutral  weightings,  but  approximately  100 will be over- or
under-weighted relative to the index. 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 Fund in any amount,  and (2) certain equity  securities that are not
included in the S&P 500 should be held by the Fund.

             As a mutual fund investing  primarily in common stocks, the Fund 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 Fund is not likely to differ materially from the risk of the
S&P 500 itself.  While the Fund  attempts to  outperform  the S&P 500, it is not
expected  that  any  outperformance  will be  substantial.  The  Fund  also  may
underperform the S&P 500 over short or extended periods.

         Unlike other stock funds,  the Fund is not "actively"  managed based on
the  Sub-Advisor's  economic,  financial  or market  analysis or its  investment
judgment.  Instead,  the Fund  primarily  utilizes a  "quantitative"  investment
approach  to invest  among a limited  number of stocks  (i.e.,  those in the S&P
500).

         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 stock's  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 &  Poor's(R)",  "S&P 500(R)",  "Standard & Poor's 500",  and "500" are
trademarks of The McGraw-Hill Companies,  Inc. and have been licensed for use by
the Investment  Manager and  Sub-advisor.  The Fund is not sponsored,  endorsed,
sold  or  promoted  by  Standard  &  Poor's  and  Standard  &  Poor's  makes  no
representation regarding the advisability of investing in the Fund.

         Other  Equity  Securities.  As  part of one of the  strategies  used to
outperform  the S&P  500,  the Fund  may  invest  in the  equity  securities  of
companies  that are not  included in the S&P 500.  These equity  securities  may
include  securities  of  companies  that are the subject of  publicly  announced
acquisitions or other major corporate transactions.  Securities of some of these
companies  may perform  much like fixed  income  investments  because the market
anticipates that the transaction will occur and result in a cash payment for the
securities.  When  investing  in  these  companies,  the  Fund  may  enter  into
securities index futures  contracts and/or related options as described below in
order to maintain its  exposure to the equity  markets.  While this  strategy is
intended to generate additional gains without materially  increasing risk, there
is no assurance  that the strategy will achieve its intended  results.  The Fund
will not  invest  more than 15% of its total  assets  in  equity  securities  of
companies not included in the S&P 500.

Other Investments:

         Derivatives. The Fund 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 Fund  will not use
derivatives  for speculative  purposes or to leverage its assets.  The Fund 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 Fund's  assets and the  percentage of the Fund's
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 Fund 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 Fund will not
invest in these securities as part of a temporary  defensive strategy to protect
against potential market declines.


<PAGE>


ASAF LORD ABBETT GROWTH AND INCOME FUND:

Investment  Objective:  The investment objective of the Fund is long-term growth
of capital and income while attempting to avoid excessive fluctuations in market
value.

Principal Investment Policies and Risks:

             The Fund  normally  will invest in common  stocks  (and  securities
convertible into common stocks).  Typically, in choosing stocks, the Sub-advisor
looks for companies using a three-step process:

- -    Quantitative research is performed on a universe of large,  seasoned,  U.S.
     and  multinational  companies  to  identify  which  stocks the  Sub-advisor
     believes represent the best bargains;

- -    Fundamental   research  is  conducted  to  assess  a  company's   operating
     environment,  resources and strategic  plans and to determine its prospects
     for exceeding the earnings expectations reflected in its stock price.
- -    Business  cycle  analysis is used to assess the economic and  interest-rate
     sensitivity  of the Fund,  helping the  Sub-advisor to assess how adding or
     deleting stocks changes the Fund's overall sensitivity to economic activity
     and interest rates.

             The Sub-advisor  will take a  value-oriented  approach,  in that it
will try to keep the Fund's assets  invested in  securities  that are selling at
reasonable  prices in relation to their  value.  In doing so, the Fund may forgo
some opportunities for gains when, in the judgment of the Sub-advisor,  they are
too risky.

             The  prices of the  common  stocks  that the Fund  invests  in will
fluctuate.  Therefore,  the  Fund's  share  price will also  fluctuate,  and may
decline  substantially.  While there is the risk that an  investment  will never
reach what the Sub-advisor  believes is its full value, or go down in value, the
Fund's risk and share price  fluctuation  (and  potential  for gain) may be less
than many other stock funds  because of the Fund's  emphasis on large,  seasoned
company value stocks.

Other Investments:

             Consistent  with the  Fund's  investment  objective,  the Fund,  in
addition to investing in common  stocks and  convertible  securities,  may write
covered call options with respect to  securities in the Fund. It is not intended
for the Fund to write  covered call options with respect to  securities  with an
aggregate  market value of more than 10% of the Fund's net assets at the time an
option is  written.  The Fund may also invest up to 10% of the Fund's net assets
(at the time of investment) in foreign securities,  and invest in straight bonds
and other debt securities.

             Temporary  Investments.  The Fund 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 Fund is in a  defensive
position, the opportunity to achieve its investment objective will be limited.




<PAGE>


ASAF MFS GROWTH WITH INCOME FUND:

Investment Objective: The investment objective of the Fund is to seek to provide
reasonable current income and long-term capital growth and income.

Principal Investment Policies and Risks:

             The Fund invests,  under normal market conditions,  at least 65% of
its total  assets in common  stocks and related  securities,  such as  preferred
stocks,  convertible securities and depositary receipts. The stocks in which the
Fund  invests  generally  will pay  dividends.  While  the Fund  may  invest  in
companies  of any size,  the Fund  generally  focuses on  companies  with larger
market  capitalizations  that the Sub-advisor  believes have sustainable  growth
prospects and attractive  valuations  based on current and expected  earnings or
cash flow.

             The  Sub-advisor  uses a "bottom  up," as  opposed  to "top  down,"
investment  style in managing the Fund.  This means that securities are selected
based upon fundamental analysis of individual companies by the Sub-advisor.

             The Fund may invest up to 20% of its total assets in foreign equity
securities.

             As with any fund investing primarily in common stocks, the value of
the securities held by the Fund 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
light of the Fund's focus on  income-producing  large-cap  stocks,  the risk and
share price  fluctuations  of the Fund (and its  potential for gain) may be less
than many other stock funds. The Fund 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.

Other Investments:

             Although  the Fund  will  invest  primarily  in common  stocks  and
related  securities,  the Fund may also  invest  in debt  securities,  including
variable and floating rate  securities  and zero coupon,  deferred  interest and
pay-in-kind  bonds.  The Fund may also  purchase  warrants  and make short sales
"against the box."

         Futures,  Options and Forward Contracts. The Fund may purchase and sell
futures contracts and related options on securities indices,  foreign currencies
and interest rates for hedging and non-hedging purposes. The Fund may also enter
into  forward  contracts  for the  purchase  or sale of foreign  currencies  for
hedging and non-hedging purposes. The Fund may purchase and write (sell) options
on securities, stock indices and foreign currencies.

             For more  information on the types of securities  other than common
stocks in which the Fund may invest,  see this  Prospectus  under  "Certain Risk
Factors and Investment Methods" and the Company's SAI under "Investment Programs
for the Funds."

             Temporary  Investments.  The Fund  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  Fund  may  hold  cash  or  invest  in cash  equivalents  such as
short-term U.S.  government  securities,  commercial paper and bank instruments.
While the Fund is in a  defensive  position,  the  opportunity  to  achieve  its
investment objective will be limited.


<PAGE>



ASAF INVESCO Equity Income Fund:

Investment  Objective:  The  investment  objective  of the Fund is to seek  high
current  income while  following  sound  investment  practices.  Capital  growth
potential is an additional, but secondary, consideration.

Principal Investment Policies and Risks:

             The  Fund  seeks to  achieve  its  objective  by  investing  in its
corresponding  Portfolio,  which in turn will seek to invest in securities  that
will provide a relatively  high yield and stable return and that,  over a period
of years,  may also provide capital  appreciation.  The Portfolio  normally will
invest at least 65% of its assets in  dividend-paying  common stocks of domestic
and  foreign  issuers.  Up to 10% of the  Portfolio's  assets may be invested in
equity securities that do not pay regular dividends.  In addition, the Portfolio
normally  will have some  portion of its  assets  invested  in debt  securities,
convertible  bonds, or preferred  stocks.  The Portfolio may invest up to 25% of
its total  assets in  foreign  securities,  including  securities  of issuers in
countries  considered to be developing.  These foreign  investments may serve to
increase the overall risks of the Portfolio.

             The  Portfolio's  investments  in common  stocks  may,  of  course,
decline in value,  which will result in declines in the Portfolio's (and Fund's)
share  price.  Such  declines  could be  substantial.  To minimize the risk this
presents,  the  Sub-advisor  only invests the  Portfolio's  assets in marketable
common  stocks and equity  securities;  and will not invest  more than 5% of the
Portfolio's  assets in the securities of any one company or more than 25% of the
Portfolio's  assets in any one industry.  In light of the  Portfolio's  focus on
income producing stocks, its risk and share price fluctuation (and potential for
gain) may be less than many other stock funds.

             Debt  Securities.  The  Portfolio's  investments in debt securities
will  generally  be subject to both  credit  risk and market  risk.  Credit risk
relates to the ability of the issuer to meet interest or principal payments,  or
both,  as they come due.  Market risk relates to the fact that the market values
of debt securities in which the Portfolio  invests generally will be affected by
changes in the level of interest  rates. An increase in interest rates will tend
to reduce the market  values of debt  securities,  whereas a decline in interest
rates will tend to increase their values.  Although the  Sub-advisor  will limit
the  Portfolio's  debt  security  investments  to securities it believes are not
highly  speculative,  both  kinds of risk are  increased  by  investing  in debt
securities  rated below the top four grades by Standard & Poor's  Corporation or
Moody's Investors  Services,  Inc., or equivalent unrated debt securities ("junk
bonds").

             In order to minimize its risk in investing in debt securities,  the
Portfolio  will invest no more than 15% of its assets in junk  bonds,  and in no
event will the  Portfolio  ever  invest in a debt  security  rated  below Caa by
Moody's or CCC by Standard & Poor's.  While the Sub-advisor  will monitor all of
the debt  securities in the Portfolio for the issuers'  ability to make required
principal and interest  payments and other quality factors,  the Sub-advisor may
retain in the Portfolio a debt security whose rating is changed to one below the
minimum rating required for purchase of such a security. For a discussion of the
special risks involved in lower-rated  bonds, see this Prospectus under "Certain
Risk Factors and Investment Methods."

Temporary Investments:

             In  periods  of  uncertain  market  and  economic  conditions,  the
Portfolio  may  assume  a  defensive  position  with up to  100%  of its  assets
temporarily  invested in high  quality  corporate  bonds or notes or  government
securities, or held in cash. While the Portfolio is in a defensive position, the
opportunity  for the Portfolio and Fund to achieve their  investment  objectives
may be limited.



<PAGE>


ASAF American century Strategic Balanced Fund:

Investment  Objective:  The investment  objective of the Fund is to seek capital
growth and current income.

Principal Investment Policies and Risks:

             The Sub-advisor intends to maintain approximately 60% of the Fund's
assets in equity  securities  and the  remainder in bonds and other fixed income
securities.  Both the Fund's equity and fixed income  investments will fluctuate
in value. The equity  securities will fluctuate  depending on the performance of
the companies  that issued them,  general  market and economic  conditions,  and
investor confidence.  The fixed income investments will be affected primarily by
rising or falling  interest  rates and the credit  quality of the issuers.  As a
Fund that invests both in equity and fixed income securities, the Fund's risk of
loss and share  price  fluctuation  will tend to be less  than  funds  investing
primarily in equity securities and more than funds investing  primarily in fixed
income securities.

             Equity  Investments.  With the  equity  portion  of the  Fund,  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 U.S.  companies as
measured by market  capitalization.  These  rankings are  determined  by using a
computer  model that  combines  measures of a stock's  value and 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, among others,  the rate of growth in a company's  earnings and
changes in its earnings estimates.

             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 earlier that
it thinks will provide the best 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.

             Fixed  Income  Investments.  The  Sub-advisor  intends to  maintain
approximately 40% of the Fund's assets in fixed income securities, approximately
80%  of  which  will  be  invested  in  domestic  fixed  income  securities  and
approximately 20% of which will be invested in foreign fixed income  securities.
This  percentage  will fluctuate and may be higher or lower depending on the mix
the  Sub-advisor  believes  will be most  appropriate  for  achieving the Fund's
objectives.  A minimum of 25% of the Fund's  assets  will be  invested  in fixed
income senior securities.

             The fixed income  portion of the Fund is invested in a  diversified
portfolio  of  government   securities,   corporate  fixed  income   securities,
mortgage-backed  and  asset-backed  securities,   and  similar  securities.  The
Sub-advisor's  strategy is to actively  manage the Fund by investing  the Fund's
fixed  income  assets in sectors it believes  are  undervalued  (relative to the
other  sectors)  and  which  represent  better  relative  long-term   investment
opportunities.

             The Sub-advisor will adjust the weighted average portfolio maturity
in  response  to  expected  changes  in  interest  rates.  Under  normal  market
conditions,  the weighted  average  maturity of the fixed income  portion of the
Fund will range from 3 to 10 years. During periods of rising interest rates, the
weighted  average  maturity may be reduced in order to reduce the effect of bond
price  declines on the Fund's net asset value.  When interest  rates are falling
and bond prices are rising,  the Fund may be moved  toward the longer end of its
maturity range.

             Debt  securities  that  comprise the Fund's fixed income  portfolio
will primarily be investment grade obligations.  However, the Fund may invest up
to 10% of its fixed income  assets in  high-yield  securities  or "junk  bonds."
Regardless of rating levels, all debt securities  considered for purchase by the
Fund are analyzed by the  Sub-advisor  to  determine,  to the extent  reasonably
possible,  that the planned investment is sound, given the investment  objective
of the Fund. For an additional  discussion of  lower-rated  securities and their
risks, see this Prospectus under "Certain Risk Factors and Investment Methods."

             In  determining  the  allocation  of assets  among U.S. and foreign
capital markets, the Sub-advisor considers the condition and growth potential of
the various  economies;  the relative  valuations  of the  markets;  and social,
political,  and economic  factors that may affect the markets.  The  Sub-advisor
also  considers  the impact of foreign  exchange  rates in selecting  securities
denominated in foreign currencies.

             Foreign  Securities.  The Fund may  invest  up to 25% of its  total
assets in equity and debt  securities  of  foreign  issuers,  including  foreign
governments  and their  agencies,  when these  securities  meet its standards of
selection. (As noted above, approximately 20% of the fixed income portion of the
Fund normally will be invested in foreign securities.) These investments will be
made  primarily  in  issuers  in  developed  markets.  The Fund  may  make  such
investments either directly in foreign securities,  or by purchasing  depositary
receipts  for  foreign  securities.  To protect  against  adverse  movements  in
exchange  rates between  currencies,  the Fund may, for hedging  purposes  only,
enter into  forward  currency  exchange  contracts  and buy put and call options
relating to currency futures contracts.

Other Investments:

             The Fund may make short sales  "against the box." The Fund may also
invest in derivative  securities.  Certain of these derivative securities may be
described as "index/structured"  securities, which are securities whose value or
performance  is linked to other equity  securities (as in the case of depositary
receipts),  currencies,  interest rates,  securities  indices or other financial
indicators  ("reference  indices").  The Fund  may not  invest  in a  derivative
security  unless the reference index or the instrument to which it relates is an
eligible investment for the Fund. For example, a security whose underlying value
is linked to the price of oil would not be a permissible  investment because the
Fund may not invest in oil and gas leases or futures.

             For  further   information  on  these   securities  and  investment
practices,  see this  Prospectus  under  "Certain  Risk  Factors and  Investment
Methods."




<PAGE>



ASAF Federated High Yield Bond Fund:

Investment  Objective:  The  investment  objective  of the Fund is to seek  high
current  income by investing  primarily in fixed  income  securities.  The fixed
income securities in which the Fund intends to invest are lower-rated  corporate
debt obligations.

Principal Investment Policies and Risks:

             The Fund  will  invest at least  65% of its  assets in  lower-rated
corporate fixed income securities ("junk bonds").  These fixed income securities
may include preferred stocks, convertible securities,  bonds, debentures, notes,
equipment lease certificates and equipment trust certificates. The securities in
which the Fund  invests  usually  will be rated below the three  highest  rating
categories of a nationally  recognized  rating  organization  (AAA, AA, or A for
Standard & Poor's Corporation ("Standard & Poor's") and Aaa, Aa or A for Moody's
Investors Service,  Inc. ("Moody's")) or, if unrated, are of comparable quality.
There is no lower  limit  on the  rating  of  securities  in which  the Fund may
invest.  The Fund may  purchase or hold  securities  rated in the lowest  rating
category or securities in default.

             A  fund  that  invests   primarily  in  lower-rated   fixed  income
securities  will be subject to greater risk and share price  fluctuation  than a
typical  fixed  income  fund,  and may be  subject  to an amount of risk that is
comparable to or greater than many equity  funds.  Lower-rated  securities  will
usually offer higher yields than higher-rated securities,  but with more risk of
loss of principal and interest. This is because of the reduced  creditworthiness
of the  securities and the increased  risk of default.  Like equity  securities,
lower-rated  fixed income  securities tend to reflect  short-term  corporate and
market   developments  to  a  greater  extent  than  higher-rated  fixed  income
securities,  which tend to react  primarily to  fluctuations  in market interest
rates.

             An  economic  downturn  may  adversely  affect  the  value  of some
lower-rated  bonds.  Such a downturn  may  especially  affect  highly  leveraged
companies  or  companies  in  industries   sensitive  to  market  cycles,  where
deterioration  in a  company's  cash flow may  impair  its  ability  to meet its
obligations under the bonds. From time to time, issuers of lower-rated bonds may
seek  or  may be  required  to  restructure  the  terms  and  conditions  of the
securities they have issued. As a result of these  restructurings,  the value of
the securities may fall, and the Fund may bear legal or administrative  expenses
in order to maximize recovery from an issuer.

             The secondary  trading  market for  lower-rated  bonds is generally
less liquid than the secondary  trading market for higher-rated  bonds.  Adverse
publicity and the perception of investors relating to these securities and their
issuers,  whether or not  warranted,  may also affect the price or  liquidity of
lower-rated  bonds.  For an  additional  discussion  of the  risks  involved  in
lower-rated  securities,  see this  Prospectus  under  "Certain Risk Factors and
Investment Methods."

             Methods  by which the  Sub-advisor  attempts  to  reduce  the risks
involved in lower-rated securities include:

                         Credit  Research.  The Sub-advisor will perform its own
credit analysis in addition to using rating organizations and other sources, and
may have discussions with the issuer's  management or other investment  analysts
regarding issuers.  The Sub-advisor's credit analysis will consider the issuer's
financial  soundness,   its  responsiveness  to  changing  business  and  market
conditions, and its anticipated cash flow and earnings. In evaluating an issuer,
the Sub-advisor  places special  emphasis on the estimated  current value of the
issuer's assets rather than their historical cost.

                         Diversification.  The Sub-advisor invests in securities
of many different issuers,  industries, and economic sectors to reduce portfolio
risk.

                         Economic Analysis. The Sub-advisor will analyze current
developments and trends in the economy and in the financial markets.

Other Investments:

             Under normal circumstances,  the Fund will not invest more than 10%
of its total assets in equity  securities.  The Fund may invest up to 10% of its
total assets in foreign  securities  that are not publicly  traded in the United
States.

             The Fund may own zero coupon bonds or pay-in-kind securities, which
are fixed income securities that do not make regular cash interest payments. The
prices of these  securities  are generally  more  sensitive to changes in market
interest  rates than are  conventional  bonds.  Additionally,  interest  on zero
coupon bonds and  pay-in-kind  securities  must be reported as taxable income to
the Fund even  though it receives no cash  interest  until the  maturity of such
securities.

             The  Portfolio  may  invest in  securities  issued  by real  estate
investment  trusts,  which  are  companies  that hold  real  estate or  mortgage
investments.  Usually,  real estate investment trusts are not diversified,  and,
therefore,  are  subject to the risks of a single  project or a small  number of
projects.  They also may be heavily  dependent  on cash flows from the  property
they own,  may bear the risk of  defaults on  mortgages,  and may be affected by
changes in the value of the underlying property.

             Temporary  Investments.  The Fund may also  invest all or a part of
its assets temporarily in cash or cash items for defensive purposes during times
of unusual market  conditions or to maintain  liquidity.  Cash items may include
certificates of deposit and other bank obligations;  commercial paper (generally
lower-rated);  short-term  notes;  obligations  issued or guaranteed by the U.S.
government  or its agencies or  instrumentalities;  and  repurchase  agreements.
While the Fund is in a  defensive  position,  the  opportunity  to  achieve  its
investment objective of high current income may be limited.


<PAGE>


ASAF Total Return Bond Fund:

Investment  Objective:  The  investment  objective  of the  Fund  is to  seek to
maximize  total  return,  consistent  with  preservation  of capital and prudent
investment management.

Principal Investment Policies and Risks:

             The Fund will invest in its corresponding  Portfolio,  at least 65%
of the assets of which will be invested in the  following  types of fixed income
securities;

- -  securities  issued or  guaranteed  by the U.S.  Government,  its  agencies or
   instrumentalities;
- -  corporate debt securities,  including  convertible  securities and commercial
   paper;
- -  mortgage and other asset-backed securities;
- -  structured  notes,  including  hybrid  or  "indexed"  securities,   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;
- -  obligations  of  foreign  governments  or their  subdivisions,  agencies  and
   instrumentalities; 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  Portfolio's  assets
committed to investment in securities with particular  characteristics  (such as
maturity, type and coupon rate) will vary based on the Sub-advisor's outlook for
the U.S. and foreign economies,  the financial markets,  and other factors.  The
management  of duration (a measure of a fixed income  security's  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-advisor's  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 Moody's Investors Services,  Inc.  ("Moody's") or Standard & Poor's
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
portfolio  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 Portfolio's  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,  and discussed in more detail 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
agency's 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 Portfolio's 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.

             Catastrophe  Bonds.  Catastrophe  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.  The trigger  event may be, for
example,  a hurricane  or an  earthquake  in a specific  geographic  region that
causes losses  exceeding a specific  amount.  If the trigger  event occurs,  the
Portfolio  may lose all or a  portion  of the  amount it  invested  in the bond.
Catastrophe  bonds  may also  expose  the  Portfolio  to  certain  other  risks,
including   default,   adverse  regulatory   interpretation,   and  adverse  tax
consequences.

             Mortgage-Backed  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 any  borrowings,  will tend to
exaggerate  fluctuations  in Portfolio's  (and Fund's) 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 20% 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  Portfolio's   investment  or  anticipated  investment  in  securities
denominated in foreign currencies.

             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 Portfolio's
investments in swap agreements are described directly below.

             Swap Agreements.  The Portfolio may enter into interest rate, index
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.  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
Portfolio's  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  Portfolio's  use of swap agreements will be successful
will  depend on the  sub-advisor's  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.


<PAGE>


ASAF Jpm Money Market Fund:

Investment  Objective:  The  investment  objective  of the Fund is to seek  high
current income and maintain high levels of liquidity.

Principal Investment Policies and Risks:

             As a money  market  fund,  the Fund seeks to  maintain a stable net
asset value of $1.00 per share. In other words,  the Fund attempts to operate so
that  shareholders  do not lose any of the  principal  amount they invest in the
Fund. Of course,  there can be no assurance  that the Fund will achieve its goal
of a stable net asset  value,  and shares of the Fund 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 Fund's net asset value to
fall below $1. In addition,  the income earned by the Fund will fluctuate  based
on market conditions and other factors.

             The  Fund  invests  in  its  corresponding  Portfolio.   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 Directors of the Company,  present minimal credit risks.  The Portfolio will
not purchase  any  security  (other than a United  States  Government  security)
unless:

- -    if rated by only one nationally recognized  statistical rating organization
     (such as Moody's and  Standard & Poor's),  such  organization  has rated it
     with the highest rating assigned to short-term debt securities;
- -    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
- -    it is not rated, but is determined to be of comparable quality in
     accordance with procedures noted above.

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 Portfolio's 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 agency's 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 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 their member  countries,  and there is no assurance
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  corporations.  The
Portfolio may also invest in bonds and  commercial  paper of foreign  issuers if
the obligation is United States dollar-denominated and is not subject to foreign
withholding tax.

             Asset-Backed  Securities.  As may be  permitted by current laws and
regulations,  the Portfolio may invest in  asset-backed  securities up to 10% of
its net assets.

             Synthetic  Instruments.  As may be  permitted  by current  laws and
regulations  and if  expressly  permitted  by the  Trustees  of the  Trust,  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.

             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."


<PAGE>


                               Portfolio Turnover

             Each   Non-Feeder   Fund  and  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  Manager  determines  that it would be in the
Fund's or  Portfolio's  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-advisor's or Investment Manager's control. Such transactions will
increase a Fund's  "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,
it is  anticipated  that the  following  Portfolios  and  Non-Feeder  Funds  may
regularly have annual rates of turnover exceeding 100%.

         ASAF  Founders  International  Small  Capitalization  Fund
         ASAF  Janus Overseas  Growth Fund
         ASAF Janus  Small-Cap  Growth Fund
         ASAF Neuberger Berman  Mid-Cap  Growth Fund
         ASAF  Neuberger  Berman Mid-Cap Value Fund
         ASAF Marsico Capital Growth Fund
         ASMT Janus Capital  Growth  Portfolio
         ASMT PIMCO Total Return Bond Portfolio

             A  high  rate  of  portfolio   turnover  (100%  or  more)  involves
correspondingly  higher  brokerage  commission  expenses  and other  transaction
costs, which are borne by a Fund and will reduce its performance. High portfolio
turnover  rates may also  generate  larger  taxable  income and taxable  capital
gains, which may increase your tax liability.


<PAGE>


                                How to Buy Shares

MINIMUM INVESTMENTS:

             You can open a Fund account with a minimum  initial  investment  of
$1,000 in a particular  Fund and make  additional  investments to the account at
any time with as little as $50. The initial investment minimum is reduced to $50
per Fund  through  "Automatic  Investment  Plans,"  which are  discussed in this
Prospectus under "Special  Investment  Programs and  Privileges."  Lower minimum
initial and  additional  investments  may also be  applicable  in certain  other
circumstances,  including purchases by certain tax deferred retirement programs.
There is no  minimum  investment  requirement  when  you are  buying  shares  by
reinvesting dividends and distributions from a Fund.

METHODS OF BUYING SHARES:

             Each  Fund  offers  four  different  classes  of  shares -- Class A
shares, Class B shares, Class C shares and Class X shares. The different classes
of shares  represent  investments  in the same  portfolio of securities  but are
subject to different  sales  charges,  expenses  and,  likely,  different  share
prices.  When you purchase  shares of the Funds, be sure to specify the class of
shares  of the  Fund(s)  you  wish  to  purchase.  If you  do not  choose,  your
investment will be made in Class A shares. See below for a detailed  description
of each class.

             You can purchase  shares of the Funds  through any selling  dealer,
broker, bank or other financial institution ("dealers"), or directly through the
Company. Methods of purchasing shares include:

             Buying  Shares  Through  Your  Dealer.  Your dealer will place your
order with the Company on your behalf.

             Buying  Shares  Through  the  Company.  Make your check  payable to
"American Skandia Advisor Funds, Inc." and mail your investment, along with your
completed  account  application,  to the address  indicated on the  application.
Please  include an investment  dealer on the  application.  If an application is
submitted without a dealer listed, American Skandia Marketing, Incorporated (the
"Distributor") will act as your agent in buying the Shares.

             Buying Shares Through Wire Transfer.  You should instruct your bank
to transfer funds by wire to:

                                 ABA # 011000028
                        State Street Bank & Trust Company
                              Boston, Massachusetts
                                 DDA # 99052995

                    FBO: American Skandia Advisor Funds, Inc.
                          Fund Name and Class of Shares
                       Shareholder Name and Account Number

             Buying Shares Through  Bank-Linked  Accounts.  If you have selected
this option on your account application,  you may link your Fund account to your
designated bank account electronically. Purchase minimums and sales charges will
apply.

PURCHASE ORDERS:

             Purchase  orders for the Funds are  accepted  only on days on which
the New York Stock  Exchange  ("NYSE") is open for business (a "business  day").
Orders received by Boston Financial Data Services,  Inc. (the "Transfer  Agent")
on any  business  day prior to the close of trading on the NYSE  (normally  4:00
p.m.  Eastern Time) will receive the offering  price  calculated at the close of
trading  that day. The  offering  price is the net asset value  ("NAV") plus any
initial sales charge that applies.  Orders  received by the Transfer Agent after
the close of trading on a business  day,  but prior to the close of  business on
the next business day, will receive the offering  price  calculated at the close
of trading on that next business day. For a discussion of how NAV is determined,
see this Prospectus  under  "Determination  of Net Asset Value." If you purchase
shares  through a dealer,  your dealer is  responsible  for  forwarding  payment
promptly to the Transfer Agent.

             The Company,  the  Distributor  or the Transfer  Agent reserves the
right to reject any order for the purchase of a Fund's  shares.  The Company may
cancel any purchase  order for which  payment has not been received by the fifth
business day after placement of the order. Additionally, if the purchase payment
does not clear,  your  purchase will be canceled and you could be liable for any
losses or fees the Fund or the  Transfer  Agent has  incurred.  If the  Transfer
Agent  deems it  appropriate,  additional  documentation  for any  order  may be
required,  and the  order  will not be  considered  to be  received  until  such
additional documentation is received.

PURCHASE OF CLASS A SHARES:

             Class A shares  (other  than  Class A shares  of the ASAF JPM Money
Market  Fund) are sold at an  offering  price that  normally  equals NAV plus an
initial sales charge that varies depending on the amount of your investment.  In
certain instances described below, however,  purchases are either not subject to
an  initial  sales  charge  (and the  offering  price will be at NAV) or will be
eligible for reduced sales charges. The Fund receives an amount equal to the NAV
to invest for your  account.  A portion of the sales  charge is  retained by the
Distributor  and a portion is  allocated  to your dealer.  The  Distributor  may
allocate the entire  amount of the initial sales charge to dealers for all sales
occurring  during a  particular  period.  The current  sales charge rates are as
follows:

<TABLE>
<CAPTION>
                                    High Yield Bond & Total Return Bond Funds:     All Other Funds (other than Money Market
                                                                                                    Fund):1

                                   Front-end Sales        Front-end Sales         Front-end Sales        Front-end Sales
                                   Charge (as % of        Charge (as % of amt.    Charge (as % of        Charge (as % of amt.
                                   offering price)        invested)               offering price)        invested)
Amount of Purchase:
<S>                                    <C>                    <C>                     <C>                    <C>
Less than $50,000                      4.25%                  4.44%                   5.75%                  6.10%
$50,000 up to $100,000                 3.75%                  3.90%                   5.00%                  5.26%
$100,000 up to $250,000                3.25%                  3.36%                   4.00%                  4.17%
$250,000 up to $500,000                2.25%                  2.30%                   3.00%                  3.09%
$500,000 up to $1 million              1.50%                  1.52%                   2.25%                  2.30%
</TABLE>

(1) In the case of Class A shares of these  Funds  purchased  before  January 1,
2000,  the front-end  sales charge (as a percentage  of the offering  price) was
5.00% for  purchases  of less than  $50,000,  4.25%  for  purchases  of at least
$50,000 but less than  $100,000,  3.25% for  purchases of at least  $100,000 but
less than  $250,000,  2.25% for  purchases  of at least  $250,000  but less than
$500,000, and 1.50% for purchases of at least $500,000 but less than $1,000,000.

Class A shares  of the ASAF JPM  Money  Market  Fund are sold at their net asset
value  without an initial sales  charge.  However,  holders of Class A shares of
this Fund may be charged a sales  charge  when they  exchange  those  shares for
Class A shares of the other Funds. See "How to Exchange Shares" below.

             Purchases  Subject to a Contingent  Deferred Sales Charge ("CDSC").
There is no initial  sales  charge on  purchases of Class A shares of any one or
more of the Funds in the following cases:

- -    Purchases aggregating $1 million or more;
- -    Purchases by an employer-sponsored  retirement plan under section 403(b) of
     the Code that features an employer contribution or "match"; or

- -    Purchases by an employer-sponsored  retirement plan under section 401(a) of
     the Code  (including a 401(k) plan) with at least 25 eligible  employees or
     that uses the services of a third party  administrator that has established
     an electronic link with the Company.

             However,  if such Class A shares are  redeemed  within 12 months of
the first business day of the calendar month of their purchase, a CDSC ("Class A
CDSC") will be deducted from the redemption proceeds.  The Class A CDSC will not
apply to  redemptions  of shares  acquired by the  reinvestment  of dividends or
capital  gains   distributions   or  redemptions   for  the  purpose  of  making
distributions  or loans to section  401(a) or 403(b)(7) plan  participants,  and
will be waived under certain  circumstances  described in the Company's SAI. The
Class A CDSC will be equal to 1.0% of the lesser of the  shares' NAV at the time
of  redemption  or the time of  purchase.  Therefore,  any increase in the share
price is not subject to the CDSC. The Class A CDSC is paid to the Distributor to
reimburse  expenses incurred in providing  distribution-related  services to the
Fund. To determine  whether the Class A CDSC applies to a  redemption,  the Fund
will first redeem shares acquired by reinvestment of dividends and capital gains
distributions,  and then will  redeem  shares  in the  order in which  they were
purchased (such that shares held the longest are redeemed first).

             Reduction of Initial Sales  Charges for Class A Shares.  You may be
eligible to buy Class A shares at reduced  initial  sales charge rates in one or
more of the following ways:

             Combined  Purchases.  Initial sales charge reductions are available
by combining into a single  transaction  the purchase of Class A shares with the
purchase of any other class of shares.  Qualifying  purchases  include  those by
you,  your  spouse and your  children  under the age of 21 (if all  parties  are
purchasing  shares for their own account),  those by certain tax qualified plans
such  as  IRAs,  SIMPLE  IRAs,  individual  type  403(b)(7)  plans,  and  single
participant Keogh type plans for the benefit of such individuals, and those by a
company controlled by such individuals

             Rights  of   Accumulation.   The  initial  sales  charge  for  your
investment in Fund shares may also be reduced by aggregating  the amount of such
investment  with the current value of all Fund shares  currently owned by you at
the time of your current  purchase.  The rules  described  above under "Combined
Purchases" may apply.

             Letter of Intent  ("LOI").  You may reduce the initial sales charge
rate that applies to your purchases of Class A shares by meeting the terms of an
LOI  --  a  non-binding   commitment  to  invest  a  certain   amount  within  a
thirteen-month  period  from your  initial  purchase.  The total  amount of your
intended purchases of all Classes of shares will determine the sales charge rate
for Class A shares purchased during that period. This can include purchases made
up to 90 days before the date of the LOI. Part of the LOI amount will be held in
escrow  to  cover  additional  sales  charges  that  may be due  if  your  total
investments  over the LOI period are not  sufficient to qualify for the intended
sales charge reduction. The rules described above under "Combined Purchases" may
apply.

             Waiver of All Class A Sales Charges.  No sales charge is imposed on
purchases of Class A shares in connection with various types of transactions and
for various types of investors.  These sales charge waivers include:  (1) shares
purchased  by  the  reinvestment  of  loan  repayments  by  a  participant  in a
retirement  plan;  (2) shares  purchased by the  reinvestment  of  distributions
received  from a Fund;  (3) shares  purchased  and paid for with the proceeds of
shares  redeemed  in the prior 180 days from a mutual  fund on which an  initial
sales  charge or CDSC was  paid;  (4)  purchases  by  former  participants  in a
qualified  retirement  plan,  where a portion  of the plan was  invested  in the
Company;  (5)  purchases  by  non-qualified  deferred  compensation  plans;  (6)
purchases under  arrangements  between the Company and organizations  which make
recommendations  to or permit group  solicitations of its employees,  members or
participants;  (7) purchases by employees and  registered  representatives  (and
their parents, spouses and dependent children) of dealers if the purchase is for
the  purchaser's  own  account  (or for the  benefit of an  employee's  parents,
spouse, parents of spouse, or minor children); and (8) purchases by clients of a
dealer or other investment  professional that has entered into an agreement with
the Distributor  providing for the use of Fund shares in investment  products or
services made available to its clients  (those  clients may be charged  separate
fees by their dealer for the products or services).

             In order to receive the above sales charge  reductions  or waivers,
you must notify the Transfer  Agent of the reduction or waiver  request when you
place your  purchase  order.  The  Transfer  Agent may require  evidence of your
qualification for such reductions or waivers.  Additional  information about the
above sales charge reductions or waivers can be obtained from the Transfer Agent
by calling 1-800-SKANDIA.

PURCHASE OF CLASS B SHARES:

             Because in most cases it is more  advantageous  for an  investor to
purchase Class A shares for amounts in excess of $500,000, a request to purchase
Class B shares for $500,000 or more will  normally be  considered  as a purchase
request for Class A shares or declined.

             Class B shares are sold at NAV per share  without an initial  sales
charge.  However,  if  Class B  shares  are  redeemed  within  7 years  of their
purchase, a CDSC ("Class B CDSC") will be deducted from the redemption proceeds.
The Class B CDSC  will not  apply to  redemptions  of  shares  purchased  by the
reinvestment of dividends or capital gains distributions and may be waived under
certain circumstances described below. The charge will be assessed on the lesser
of the shares' NAV at the time of redemption or the time of purchase. Therefore,
any increase in the share price is not subject to the CDSC.  The Class B CDSC is
paid  to  the   Distributor   to  reimburse   expenses   incurred  in  providing
distribution-related services to the Fund in connection with the sale of Class B
shares.  The  Distributor has assigned its right to receive any Class B CDSC, as
well as any  distribution  and service fees discussed below under  "Distribution
Plans," to a third party that provides funding for the up-front sales concession
payments.

             To determine whether the Class B CDSC applies to a redemption,  the
Fund will first redeem shares  acquired by reinvestment of dividends and capital
gains distributions, and then will redeem shares in the order in which they were
purchased (such that shares held the longest are redeemed first).  The amount of
the Class B CDSC will  depend on the number of years since your  investment  and
the amount being redeemed, according to the following schedule:

 Redemption During:             Class B CDSC (as % of amount subject to charge):

 1st year after purchase                                       6.0%
 2nd year after purchase                                       5.0%
 3rd year after purchase                                       4.0%
 4th year after purchase                                       3.0%
 5th year after purchase                                       2.0%
 6th year after purchase                                       2.0%
 7th year after purchase                                       1.0%
 8th year after purchase                                       None

             For purposes of determining  the CDSC, all purchases are considered
to have been made on the first  business  day of the month in which the purchase
was actually made.

             Waiver  of Class B CDSC.  The  Class B CDSC  will be  waived in the
following  cases if shares are redeemed and the Transfer Agent is notified:  (1)
redemptions  under a Systematic  Withdrawal Plan as described in this Prospectus
under  "Special  Investment  Programs and  Privileges";  (2)  redemptions to pay
premiums for optional  insurance  coverage  described in this  Prospectus  under
"Special Investment Programs and Privileges"; (3) redemptions following death or
post-purchase  disability (as defined by Section  72(m)(7) of the Code); (4) the
portion  of a  mandated  minimum  distribution  from  an IRA,  SIMPLE  IRA or an
individual  type 403(b)(7) plan equal to the percentage of your plan assets held
in Class B shares of the  Company;  (5) the portion of any  substantially  equal
periodic  payments  (as  described  in Section  72(t) of the Code)  equal to the
percentage  of your plan assets held in Class B shares of the  Company;  and (6)
the return of excess contributions from an IRA or SIMPLE IRA.

             Automatic  Conversion  of Class B  Shares.  Eight  years  after you
purchase Class B shares of a Fund,  those shares will  automatically  convert to
Class  A  shares  of  that  Fund.  This  conversion  feature  relieves  Class  B
shareholders of the higher asset-based distribution charge that applies to Class
B shares under the Class B Distribution  and Service Plan described  below under
"Distribution  Plans." The  conversion  is based on the  relative NAV of the two
classes, and no sales charge is imposed. At the time of conversion, a portion of
the Class B shares  purchased  through the  reinvestment of dividends or capital
gains  ("Dividend  Shares") will also convert to Class A shares.  The portion of
Dividend  Shares that will convert is determined by the ratio of your converting
Class B non-Dividend Shares to your total Class B non-Dividend Shares.

PURCHASE OF CLASS X SHARES:

             Class X shares are  currently  only offered to certain  "Qualified"
purchasers (including,  but not limited to, IRAs, Roth IRAs, Education IRAs, SEP
IRAs,  SIMPLE  IRAs  and  403(b)(7)  plans).  Any  request  for  "Non-Qualified"
purchases  of Class X shares up to $500,000  will  normally be  considered  as a
purchase request for Class B shares or declined. Any request for "Non-Qualified"
purchases  of Class X shares above  $500,000  will be  considered  as a purchase
request for Class A shares or declined.  Because it is more  advantageous for an
investor  to  purchase  Class A shares for  amounts in excess of  $1,000,000,  a
request to  purchase  Class X shares for  $1,000,000  or more will  normally  be
considered as a purchase request for Class A shares or declined.

             Class X shares are sold at NAV per share  without an initial  sales
charge.  In addition,  investors  purchasing  Class X shares will receive,  as a
bonus,  additional  shares having a value equal to 2.50% of the amount  invested
("Bonus  Shares").  The  Distributor  pays for the  Bonus  Shares as part of its
services  to the  Funds.  The  Distributor  expects  to  recover  the  costs  of
purchasing Bonus Shares through fees received under the Class X Distribution and
Service Plan discussed below.  Shares purchased by the reinvestment of dividends
or capital gains distributions are not eligible for Bonus Shares.

             Although  Class X shares are sold without an initial  sales charge,
if Class X shares are redeemed  within 8 years of their purchase (7 years in the
case of Class X shares  purchased  prior to August 19,  1998),  a CDSC ("Class X
CDSC") will be deducted from the redemption proceeds.  The Class X CDSC will not
apply to redemptions of Bonus Shares or shares  purchased by the reinvestment of
dividends  or  capital  gains  distributions  and may be  waived  under  certain
circumstances  described  below. The Class X CDSC will be assessed on the lesser
of the NAV of the  shares  at the time of  redemption  or the time of  purchase.
Therefore, any increase in the share price is not subject to the CDSC. The Class
X CDSC is paid to the  Distributor to reimburse  expenses  incurred in providing
distribution-related services to the Fund in connection with the sale of Class X
shares.  The  Distributor has assigned its right to receive any Class X CDSC, as
well as any  distribution  and service fees discussed below under  "Distribution
Plans," to a third party that provides funding for the up-front sales concession
payments.

             To determine whether the Class X CDSC applies to a redemption,  the
Fund redeems shares in the following  order: (1) shares acquired by reinvestment
of dividends  and capital  gains  distributions;  (2) all shares held for over 8
years;  (3) shares (not including Bonus Shares) in the order they were purchased
(such that shares held the longest are  redeemed  first);  and (4) Bonus  Shares
held for less than 8 years.  The  amount of the Class X CDSC will  depend on the
number of years since your investment and the amount being  redeemed,  according
to the following schedule:

Redemption During:              Class X CDSC (as % of amount subject to charge):

  1st year after purchase                                       6.0%
  2nd year after purchase                                       5.0%
  3rd year after purchase                                       4.0%
  4th year after purchase                                       4.0%
  5th year after purchase                                       3.0%
  6th year after purchase                                       2.0%
  7th year after purchase                                       2.0%
  8th year after purchase                                       1.0%
  9th or 10th year after purchase                               None

             For purposes of determining  the CDSC, all purchases are considered
to have been made on the first  business  day of the month in which the purchase
was actually made. In the case of Class X shares  purchased  prior to August 19,
1998,  the CDSC  imposed  will be 6% during the first year  after  purchase,  5%
during the second year,  4% during the third year, 3% during the fourth year, 2%
during  the  fifth  and  sixth  years,  1% during  the  seventh  year,  and none
thereafter.

             Waiver  of Class X CDSC.  The  Class X CDSC  will be  waived in the
following  cases if shares are redeemed and the Transfer Agent is notified:  (1)
redemptions to pay premiums for optional  insurance  coverage  described in this
Prospectus under "Special Investment  Programs and Privileges";  (2) redemptions
following death or  post-purchase  disability (as defined by Section 72(m)(7) of
the  Code);  (3) the  portion of a mandated  minimum  distribution  from an IRA,
SIMPLE IRA or an individual  type 403(b)(7) plan equal to the percentage of your
plan  assets  held in Class X shares  of the  Company;  (4) the  portion  of any
substantially  equal  periodic  payments (as  described in Section  72(t) of the
Code) equal to the  percentage of your plan assets held in Class X shares of the
Company; and (5) the return of excess contributions from an IRA or SIMPLE IRA.

             Automatic  Conversion  of  Class X  Shares.  Ten  years  after  you
purchase  Class X shares  of a Fund  (eight  years in the case of Class X shares
purchased prior to August 19, 1998), those shares will automatically  convert to
Class  A  shares  of  that  Fund.  This  conversion  feature  relieves  Class  X
shareholders of the higher asset-based distribution charge that applies to Class
X shares under the Class X Distribution  and Service Plan described  below under
"Distribution  Plans." The  conversion  is based on the  relative NAV of the two
classes, and no sales charge is imposed. At the time of conversion, a portion of
the Class X shares  purchased  through the  reinvestment of dividends or capital
gains  ("Dividend  Shares") will also convert to Class A shares.  The portion of
Dividend  Shares that will convert is determined by the ratio of your converting
Class X non-Dividend Shares to your total Class X non-Dividend Shares.

PURCHASE OF CLASS C SHARES:

             Because it is more advantageous for an investor to purchase Class A
shares for amounts in excess of $1,000,000, a request to purchase Class C shares
for  $1,000,000  or more will be  considered  as a purchase  request for Class A
shares or declined.

             Class C shares are sold at NAV per share  without an initial  sales
charge.  However,  if Class C shares are redeemed  within 12 months of the first
business day of the calendar month of their purchase, a CDSC ("Class C CDSC") of
1.0% will be deducted from the  redemption  proceeds.  The Class C CDSC will not
apply to redemptions  of shares  purchased by the  reinvestment  of dividends or
capital  gains  distributions  and will be waived  under  certain  circumstances
described  below.  The charge  will be  assessed on the lesser of the NAV of the
shares  at the  time of  redemption  or the  time of  purchase.  Therefore,  any
increase in the share price is not subject to the CDSC. The Class C CDSC is paid
to the  Distributor to reimburse its expenses of providing  distribution-related
services to the Fund in connection with the sale of Class C shares.

             To determine whether the Class C CDSC applies to a redemption,  the
Fund will first redeem shares  acquired by reinvestment of dividends and capital
gains distributions, and then will redeem shares in the order in which they were
purchased (such that shares held the longest are redeemed first).

             Waiver  of Class C CDSC.  The  Class C CDSC  will be  waived in the
following  cases if shares are redeemed and the Transfer Agent is notified:  (1)
redemptions  under a Systematic  Withdrawal Plan as described in this Prospectus
under  "Special  Investment  Programs and  Privileges";  (2)  redemptions to pay
premiums for optional  insurance  coverage  described in this  Prospectus  under
"Special Investment Programs and Privileges"; (3) redemptions following death or
post-purchase  disability  (as  defined by Section  72(m)(7)  of the Code);  (4)
distributions  or loans to participants of qualified  retirement plans and other
employee benefit plans; (5) the portion of a mandated minimum  distribution from
an IRA,  SIMPLE IRA or an individual type 403(b)(7) plan equal to the percentage
of your plan  assets held in Class C shares of the  Company;  (6) the portion of
any substantially  equal periodic payments (as described in Section 72(f) of the
Code) equal to the  percentage of your plan assets held in Class C shares of the
Company;  and (7) the return of excess  contributions from an IRA, SIMPLE IRA or
401(k) plan

DISTRIBUTION PLANS:

             The Company has adopted a  Distribution  and Service Plan (commonly
known as a "12b-1 Plan") for each Class of shares to compensate the  Distributor
for its  services and costs in  distributing  shares and  servicing  shareholder
accounts.  Under the Distribution and Service Plan for Class A shares,  the Fund
pays the Distributor  0.50% of the Fund's average daily net assets  attributable
to Class A shares.  Under  the Plans for Class B, X and C shares,  the Fund pays
the Distributor 1.00% of the Fund's average daily net assets attributable to the
relevant Class of shares.  Because these fees are paid out of a Fund's assets on
an ongoing basis, these fees may, over time,  increase the cost of an investment
in the Fund and may be more costly than other types of sales charges.

             The Distributor  uses  distribution and service fees received under
each Plan to compensate  qualified  dealers for services  provided in connection
with  the  sale of  shares  and the  maintenance  of  shareholder  accounts.  In
addition,  the Distributor uses distribution and service fees received under the
Class X Plans as reimbursement for its purchases of Bonus Shares.

             In addition,  the Company has adopted a  Supplemental  Distribution
Plan under Rule 12b-1 and the Trust has adopted a  Distribution  Plan under Rule
12b-1 (together,  the "Supplemental  Plans").  The Supplemental Plans permit the
Distributor to receive  brokerage  commissions in connection  with purchases and
sales  of  securities  held  by the  Funds  and  Portfolios,  and  to use  these
commissions to promote the sale of shares of the Company. Under the Supplemental
Plans,  transactions  for the  purchase  and  sale of  securities  for a Fund or
Portfolio may be directed to certain brokers for execution  ("clearing brokers")
who have  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 will use the brokerage  commissions received as
an  introducing  broker to pay various  distribution-related  expenses,  such as
advertising,  printing of sales materials,  and payments to dealers.  No Fund or
Portfolio  will  pay any new fees or  charges  resulting  from the  Supplemental
Plans,  nor is it  expected  that the  brokerage  commissions  paid by a Fund or
Portfolio  will  increase as the result of  implementation  of the  Supplemental
Plans.


                   Special Investment Programs and Privileges

             Automatic  Investment  Plans ("AIP").  You may make regular monthly
investments through an automatic  withdrawal from your bank account ($50 minimum
per Fund). Sales charges will apply.

             Automatic  Dividend   Reinvestment.   Dividend  and  capital  gains
distributions  can  automatically be reinvested in additional shares at no sales
charge.

             Automatic Dividend  Diversification  ("ADD"). You may automatically
reinvest dividends and capital gains  distributions paid by one Fund into shares
of the same class of  another  Fund,  provided  that you have  already  met that
Fund's minimum  initial  purchase  requirement.  No initial sales charge or CDSC
will apply to the purchased shares.

             Dollar Cost Averaging ("DCA").  You can set up monthly or quarterly
exchanges in amounts of $50 or more from one Fund to the same class of shares of
another Fund. You may set up more than one of these programs simultaneously.

             Systematic  Withdrawal  Plan  ("SWP").  You  may  set  up  monthly,
quarterly,  semi-annual or annual  redemptions  from any account with a value of
$5,000 or more.  You may direct a Fund to make regular  payments in fixed dollar
amounts  of $50 or more,  in an amount  equal to the value of a fixed  number of
shares (5 shares or more) at the time of withdrawal,  or in an amount equal to a
fixed percentage of your account value at the time of withdrawal. Any applicable
CDSC will be waived for shares  redeemed  under a SWP (other than Class X shares
held by  shareholders  who first purchased Class X shares after August 18, 1998)
where:  (i) in the case of SWPs  based on a fixed  dollar  amount  or  number of
shares, SWP redemptions are limited to no more than 10% annually of your account
value or number  of  shares,  respectively,  as of the date the  Transfer  Agent
receives  your  SWP  request;  or (ii) in the  case  of  SWPs  based  on a fixed
percentage,  each SWP  redemption  is limited to an amount that would not exceed
10% on an annualized basis of your account value at the time of withdrawal.

             Exchange  Privilege.  You may  exchange  your  shares of a Fund for
shares of the same class of any other  Fund.  For  complete  policies  governing
exchanges, see this Prospectus under "How to Exchange Shares."

             Reinvestment  Privilege.  If you  redeem  Class A, B or X shares on
which you paid an  initial  sales  charge or a CDSC,  you have up to 180 days to
reinvest  all or part of the  redemption  proceeds in Class A shares of the Fund
without  paying  another sales charge.  You must ask the Transfer Agent for this
privilege when you send your payment.

             Retirement  Plans.  Certain classes of Fund shares are available as
an investment option for your retirement plans. A number of different retirement
plans can be used by  individuals  and  employers  including  IRAs,  Roth  IRAs,
Education  IRAs, SEP IRAs,  SIMPLE IRAs, 401 plans and 403(b)(7)  plans.  Please
call  1-800-SKANDIA  for the applicable plan documents,  which contain important
information and applications.

             The above  programs and  privileges  may be selected at the time of
your initial investment or at a later date.

             Optional  Benefits.  American  Skandia Life  Assurance  Corporation
("ASLAC") -- an "affiliated person" of the Company under the 1940 Act -- intends
to make certain life insurance  coverage  available to certain  persons on whose
behalf shares are purchased. The benefits of this coverage, which are payable at
death,  will be related to the amounts paid to purchase  shares and to the value
of the  shares  held.  Therefore,  coverage  will  terminate  if all  shares are
redeemed.

             Purchasers of the life insurance coverage are required to authorize
periodic redemptions of Fund shares to pay the premiums for such coverage. These
redemptions will not be subject to contingent  deferred sales charges,  but will
have the same tax consequences as any other Fund redemptions.

             The life insurance  coverage will be available to eligible  persons
who enroll for the  coverage  within a limited  time period  after shares of the
Company are first held for the person's benefit. In addition, coverage cannot be
made available  unless ASLAC knows for whose benefit  shares are purchased.  For
instance, coverage cannot be made available for shares registered in the name of
your broker  unless the broker  provides  ASLAC with  information  regarding the
beneficial owners of such shares. Other restrictions on the coverage will apply,
such as the age of the  persons  upon whose life the  coverage  is issued.  This
insurance  coverage  may not be  available  in all  states and may be subject to
additional restrictions or limitations on coverage.  Purchasers of shares should
also make themselves familiar with the impact on the life coverage of purchasing
additional shares, reinvestment of dividends and capital gains distributions and
redemptions.

             Please call  1-800-SKANDIA  for more  information  and  application
forms for any of the above programs and privileges.

                              How to Redeem Shares

         You can arrange to take money out of your Fund  account on any business
day by  redeeming  some or all of your  shares.  Your shares will be sold at the
next NAV  calculated  after your order is received  in good  order.  The Company
offers  you a number of ways to sell  your  shares,  including  in  writing,  by
telephone,  by  Automated  Clearing  House  ("ACH")  bank  transfer  or by  wire
transfer. You can also set up a Systematic Withdrawal Plan to redeem shares on a
regular  basis  (as  described  in this  Prospectus  under  "Special  Investment
Programs and Privileges").

         If you hold Fund shares through a retirement account, call the Transfer
Agent in advance for additional  information and any necessary forms.  There are
special income tax withholding  requirements for  distributions  from retirement
plans  and you  must  submit a  withholding  form  with  your  request.  If your
retirement  plan account is held for you by your employer,  you must arrange for
the distribution request to be sent by the plan administrator or trustee.

Redeeming Shares by Mail:

             If you want to  redeem  your  shares by mail,  write a  "letter  of
instruction" that includes the following information:

     -   Your name
     -   Fund's name
     -   Your Fund account number (from your account  statement) o Dollar amount
         or number of shares to be redeemed o Any special payment instructions o
         Signatures  of  all  registered   owners  exactly  as  the  account  is
         registered
     -   Any special  requirements or documents  requested by the Transfer Agent
         to assure proper authorization of the person requesting the redemption

<TABLE>
<CAPTION>
         Send Requests by Regular Mail to:                             Send Requests by Courier or Express Mail to:

         <S>                                                           <C>
         American Skandia Advisor Funds, Inc.                          American Skandia Advisor Funds, Inc.
         P.O. Box 8012                                                 Two Heritage Drive
         Boston, Massachusetts 02266-8012                              North Quincy, Massachusetts 02171-2138
</TABLE>

Redeeming Shares by Telephone:

             You may also redeem  shares by telephone by calling  1-800-SKANDIA.
To receive the  redemption  price  calculated on the business day that you call,
your call must be received by the  Transfer  Agent  before the close of the NYSE
that day, which is normally 4:00 P.M. Eastern Time. Shares held in tax-qualified
retirement plans may not be redeemed by telephone.  You may have a check sent to
the address on the account  statement,  or, if you have linked your Fund account
to your  bank  account,  you may  have the  proceeds  transferred  to that  bank
account.

             Telephone  Redemptions  Paid By Check.  You may make one redemption
request by telephone in any 7-day period for any amount up to $50,000. The check
must be  payable  to all  owners of record of the shares and must be sent to the
address  on the  account.  This  service is not  available  within 30 days after
changing the address on an account.

             Telephone  Redemptions  Through Bank-Linked  Accounts.  If you have
selected this option on your account application, you may link your Fund account
to your  designated bank account  electronically.  You can redeem Fund shares in
amounts  as little as $50 or as much as  $50,000  using the ACH  network to have
funds transferred to your bank account.  Normally,  the transfer to your bank is
initiated on the business day after the redemption.

Redeeming Shares Through Your Broker:

             The  Distributor  has made  arrangements to redeem Fund shares upon
orders from  brokers on behalf of their  customers  at the  offering  price next
determined after receipt of the order. Brokers may charge for this service.

CHECKWRITING:

             After  completing the appropriate  authorization  form,  holders of
Class A and Class C shares of the ASAF JPM Money  Market  Fund may redeem  those
shares by check.  Checks must be written for at least  $500.  Shareholders  with
joint  accounts may authorize  each owner to write checks.  The person to whom a
check is made payable may cash or deposit it in the same way as an ordinary bank
check.

             Of course,  checks cannot be paid if they are written for more than
the account value of your ASAF JPM Money Market Fund shares.  To avoid  dishonor
of checks due to fluctuations in account value, shareholders are advised against
redeeming all or most of their account by check.  You may not write a check that
would require the Fund to redeem shares that were  purchased by check within the
prior 15 days. There is presently no charge for checkwriting privileges, but the
Fund or the  Transfer  Agent may impose such charges in the future or may modify
or terminate the privilege. Any applicable CDSC will be deducted when a check is
paid.

ADDITIONAL INFORMATION:

             To protect you and the Funds from fraud,  redemption  requests must
be in writing and must include a signature guarantee in the following situations
(the  Company or the Transfer  Agent may require a signature  guarantee in other
situations at their discretion):

         o You wish to redeem  more than  $50,000  worth of shares and receive a
         check o A redemption check is not payable to all shareholders listed on
         the account  statement o A redemption  check is not sent to the address
         of record on your  statement o Shares are being  transferred  to a Fund
         account with a different owner or name o Shares are redeemed by someone
         other than the owners (such as an Executor)

         The Transfer Agent may delay forwarding a check or processing a payment
via  bank-linked  account for the sale of recently  purchased  shares,  but only
until the purchase payment has cleared. Such delay may be as long as 15 calendar
days from the date the shares were purchased, and may be avoided if you purchase
shares  by  certified  check.  You may be  charged  a fee of up to $10 for  wire
transfers of redemption  proceeds,  which will be deducted  from such  proceeds.
There is no fee for ACH wire transfers.

         If you  have any  questions  about  any of the  above  procedures,  and
especially if you are redeeming  shares in a special  situation,  such as due to
the death of the owner or from a retirement plan, please call  1-800-SKANDIA for
assistance.

                             How to Exchange Shares

             Except as described  below,  shares of a Fund may be exchanged  for
shares  of the  same  class  of  other  Funds  at NAV per  share  at the time of
exchange. Exchanges of shares involve a redemption of the shares of the Fund you
own and a purchase of shares of another Fund.  Shares are normally  redeemed and
purchased in the exchange  transaction on the business day on which the Transfer
Agent  receives an exchange  request that is in proper  form,  if the request is
received by the close of the NYSE that day. You should  consider the differences
in  investment  objectives  and  expenses  between  the Funds  before  making an
exchange.  Exchanges may be taxable  transactions  and may be subject to special
tax rules about which you should consult your tax adviser.

             You may exchange your Fund shares (other than Class A shares of the
ASAF JPM Money Market Fund) for shares of any other Fund without a sales charge.
If you exchange such shares for shares of another Fund, any applicable  CDSC and
the date for  automatic  conversion  of  Class B and  Class X shares  to Class A
shares will be  calculated  based on the date on which you acquired the original
shares.  Investors  will not  receive  Bonus  Shares on Class X shares  obtained
through an exchange.

             Exchanges  of Class A shares of the ASAF JPM Money  Market  Fund on
which an initial  sales charge has not been paid for Class A shares of any other
Fund are subject to the initial sales charge applicable to the other Fund. Class
A shares of the Money  Market  Fund  acquired  by  exchange of Class A shares of
another Fund are exchanged at NAV.

             Exchanges  may be  requested  in writing,  by telephone or by other
means acceptable to the Company. For written exchange requests you should submit
a letter of  instruction,  signed by all owners of the account,  to the Transfer
Agent  at P.O.  Box  8012,  Boston,  Massachusetts  02266-8012.  To  initiate  a
telephone exchange, you should call 1-800-SKANDIA.

             All exchanges are subject to the following restrictions:

     -   You may exchange  only between  Funds that are  registered  in the same
         name, address and taxpayer identification number.

     -   You may only exchange for shares of the same class of another Fund.

     -   You  must  meet  the  minimum  purchase  requirements  for the Fund you
         purchase by exchange.

             The  Company may refuse or delay  exchanges  by any person or group
if, in the Investment  Manager's judgment,  a Fund would be unable to invest the
money effectively in accordance with its investment objective and policies, or a
Fund would otherwise potentially be adversely affected.  Your exchanges may also
be restricted or refused if a Fund receives or anticipates  simultaneous  orders
affecting significant portions of the Fund's assets. In particular, a pattern of
exchanges that coincides  with a "market  timing"  strategy may be disruptive to
the Fund. Although the Company will attempt to give you prior notice whenever it
is reasonably able to do so, it may impose these restrictions at any time.

             Each Fund  reserves  the right to  terminate or modify the exchange
privilege in the future.



<PAGE>


                        Determination of Net Asset Value

             The net asset value ("NAV") per share is determined  for each class
of shares for each Fund as of the close of the NYSE (normally 4:00 p.m.  Eastern
Time) on each  business  day (as  previously  defined  under "How to Buy Shares:
Purchase Orders") by dividing the value of the Fund's total assets  attributable
to a class,  less any  liabilities,  by the number of total shares of that class
outstanding.  In  general,  the  assets of each  Non-Feeder  Fund and  Portfolio
(except the ASMT JPM Money Market  Portfolio)  are valued on the basis of market
quotations.  However,  in certain  circumstances where market quotations are not
readily available or where market quotations for a particular  security or asset
are believed to be incorrect,  securities and other assets are valued by methods
that are believed to accurately reflect their fair value. The assets of the ASMT
JPM 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  Fund  or  Portfolio's
investments  may change on days when you will not be able to  purchase or redeem
shares.

                     Shareholder Account Rules and Policies

        - The  offering of any class of Fund shares may be  suspended  when the
determination  of NAV is  suspended,  and may be suspended or  terminated by the
Directors  of the  Company  at any time  they  believe  it is in a  Fund's  best
interest to do so.

         - Telephone transaction privileges or privileges using electronic means
for purchases, redemptions or exchanges may be modified, suspended or terminated
by a Fund at any time.  If an account has more than one owner,  the Fund and the
Transfer  Agent  may rely on the  instructions  of any one of the  owners or the
dealer  representative  of record for the account unless an owner  instructs the
Transfer Agent otherwise.  The Transfer Agent will record any telephone calls to
verify data concerning  transactions and has adopted other procedures to confirm
that telephone or electronic  instructions are genuine.  If the Company does not
use  reasonable  procedures,  the Company or its agents may be liable for losses
due to unauthorized  transactions,  but otherwise the Company or its agents will
not be liable for losses or expenses  arising out of telephone  instructions  or
instructions  received by electronic  means that they  reasonably  believe to be
genuine. If you are unable to reach the Transfer Agent during periods of unusual
market  activity,  you may not be able to complete a telephone  transaction  and
should consider placing your order by mail.

         - Purchase,  redemption or exchange  requests will not be honored until
the Transfer Agent receives all required documents in proper form.

         - There are no share certificates for the Company's shares.

         - Dealers  that can  perform  account  transactions  for their  clients
through  the  National  Securities  Clearing  Corporation  are  responsible  for
obtaining  their  clients'  permission  to do so and are  responsible  to  their
clients if they perform any transaction erroneously or improperly.

         - All purchases must be made in U.S dollars and checks must be drawn on
           U.S.  banks.  You may not purchase shares with a third-party check.

        - Payment for redeemed shares is ordinarily forwarded within 7 calendar
days after the business day on which the Transfer  Agent receives the redemption
request in proper form.  Payment will be  forwarded  within 3 business  days for
accounts  registered  in the name of a dealer.  Redemptions  may be suspended or
payment  dates  postponed  when the  NYSE is  closed  (other  than  weekends  or
holidays), when trading is restricted or as permitted by the Commission.

        - A Fund may redeem small accounts without a shareholder request if the
account  value has fallen  below $500 (for  reasons  other than a drop in market
value of shares) and at least 30 days notice has been given to the  shareholder.
No CDSC will be charged on such redemptions.

         - Under  unusual  circumstances  shares of a Fund may be  redeemed  "in
kind," which means that the  redemption  proceeds  will be paid with  securities
from the Fund's portfolio of securities.

         - "Backup withholding" of Federal income tax may be applied at the rate
of  31%  from  dividends,   distributions  and  redemption  proceeds  (including
exchanges)  if you  fail to  furnish  the  Fund a Social  Security  or  Employer
Identification Number when you sign your application, or if you violate Internal
Revenue Service regulations on the reporting of income.

                           Special Information on the
                         "Master/Feeder" Fund Structure

             An investor in the Feeder  Funds  should be aware that these Funds,
unlike  mutual funds that  directly  acquire and manage their own  portfolios of
securities,  seek to achieve  their  investment  objectives  by investing all of
their investable assets in a corresponding Portfolio of the Trust (although each
Feeder Fund may temporarily  hold small amounts of cash).  The Portfolios of the
Trust,  which have the same  investment  objective,  policies and limitations as
their  corresponding  Feeder  Funds,  in turn invest their assets  directly in a
portfolio  of  securities.  Therefore,  each of the  Feeder  Funds  acquires  an
indirect interest in the securities owned by its corresponding Portfolio.

             Members of the general public may not purchase a direct interest in
a  Portfolio  of the Trust.  However,  in addition to selling an interest to its
corresponding Feeder Fund, each Portfolio may sell interests to other affiliated
and non-affiliated  investment  companies and/or institutional  investors.  Such
investors  will invest in a Portfolio  on the same terms and  conditions  as the
corresponding  Feeder Fund and will pay a proportionate share of the Portfolio's
expenses.  Other  investors  in a Portfolio,  however,  are not required to sell
their shares to the public at the same price as the  corresponding  Feeder Fund,
and  may  have  different  sales  commissions  and  operating  expenses.   These
differences may result in differences in returns among the investment  companies
that  invest  exclusively  in  the  Portfolios.  Currently,  of  the  investment
companies that invest in the Portfolios,  only shares of the Feeder Funds may be
purchased by the general public in the United States.

             The Directors of the Company believe that the "master/feeder"  fund
structure  offers  opportunities  for  substantial  growth in the  assets of the
Portfolios  that may enable the Portfolios to reduce their  operating  expenses,
thereby  producing  higher returns and benefiting the shareholders of the Feeder
Funds. A Feeder Fund's investment in its  corresponding  Portfolio may, however,
be adversely  affected by the actions of other  investors in the Portfolio.  For
example, if a large investor withdraws from a Portfolio, the remaining investors
may bear higher pro rata operating  expenses.  However,  this  possibility  also
exists for traditionally structured funds with large investors.

             Each of the Feeder  Funds may withdraw  (completely  redeem) all of
its assets from its corresponding  Portfolio at any time if the Directors of the
Company determine that it is in the best interest of the Fund to do so. A Feeder
Fund might withdraw, for example, if other investors in the Fund's corresponding
Portfolio  voted to, by a vote of all investors in the Portfolio  (including the
Fund), change the investment objective, policies or limitations of the Portfolio
in a manner not  acceptable to the Directors of the Company.  The  withdrawal of
all a Feeder  Fund's  assets  from a  corresponding  Portfolio  may  affect  the
investment  performance  of the Feeder  Fund.  If the  Directors  of the Company
determine  that a  Feeder  Fund  should  withdraw  all of its  assets  from  its
corresponding  Portfolio,  the  Directors  would  consider what action should be
taken, including investing all of the Fund's assets in another pooled investment
entity or retaining an investment adviser to manage the Fund's assets directly.

             Investor Meetings and Voting. Each Portfolio normally will not hold
meetings of  investors  except as required by the 1940 Act.  Each  investor in a
Portfolio  (including a Feeder Fund) will be entitled to vote in  proportion  to
its  interest  in the  Portfolio.  When a Feeder  Fund is  requested  to vote on
matters  pertaining  to a  Portfolio,  the  Fund  will  hold  a  meeting  of its
shareholders  and will vote its  interest in the  Portfolio  for or against such
matters  proportionately to the instructions to vote for or against such matters
received from Fund shareholders.

                             Management of the Funds

THE INVESTMENT MANAGER:

             American Skandia  Investment  Services,  Incorporated  ("ASISI," as
previously defined),  One Corporate Drive,  Shelton,  Connecticut 06484, acts as
investment  manager to each of the Non-Feeder  Funds and Portfolios  pursuant to
separate  investment  management  agreements  with the  Company  and the  Trust,
respectively  (the  "Management  Agreements").  Because each of the Feeder Funds
invests all of its investable assets in a corresponding  Portfolio of the Trust,
the Feeder Funds do not require an investment manager. In addition to serving as
investment  manager to the Company and the Trust, ASISI has served since 1992 as
the investment  manager to American  Skandia Trust, an investment  company whose
shares are made available to life insurance  companies  writing variable annuity
contracts and variable life insurance policies.

             The  Management  Agreements  provide  that ASISI will  furnish each
Non-Feeder Fund and Portfolio with investment  advice and investment  management
and  administrative  services subject to the supervision of the Directors of the
Company  or the  Trustees  of the  Trust,  and in  conformity  with  the  stated
investment  objectives,  policies  and  limitations  of the  applicable  Fund or
Portfolio.  The Investment  Manager is responsible for monitoring the activities
of the Sub-advisors it engages to manage the Non-Feeder Funds and Portfolios and
reporting on such  activities to the Directors of the Company or the Trustees of
the Trust.  The Investment  Manager must also provide,  or obtain and supervise,
the  executive,   administrative,   accounting,   custody,  transfer  agent  and
shareholder servicing services that are deemed advisable by the Directors or the
Trustees.

             The Company,  the Trust, and American Skandia Investment  Services,
Incorporated  ("ASISI")  have  obtained an  exemption  from the  Securities  and
Exchange  Commission  that permits  ASISI to change  sub-advisors  for a Fund or
Portfolio  and to enter  into new  sub-advisory  agreements,  without  obtaining
shareholder  approval of the changes. Any such Sub-advisor change would continue
to be subject to approval by the Board of  Directors of the Company or the Board
of Trustees of the Trust,  as appropriate.  This exemption  (which is similar to
exemptions granted to other investment  companies that are operated in a similar
manner as the Company and the Trust) is intended  to  facilitate  the  efficient
supervision and management of the Sub-advisors by ASISI and the Directors of the
Company and the Trustees of the Trust.

THE SUB-ADVISORS:

             ASISI  currently  engages the following  Sub-advisors to manage the
investments of each Non-Feeder Fund and Portfolio in accordance with the Fund or
Portfolio's  investment  objective,  policies and limitations and any investment
guidelines   established  by  the  Investment   Manager.   Each  Sub-advisor  is
responsible,  subject to the supervision and control of the Investment  Manager,
for the purchase,  retention  and sale of securities in the Fund or  Portfolio's
investment portfolio.

             Unless  otherwise  noted,  each portfolio  manager listed below has
managed his or her respective Fund or Portfolio since its inception.

             Founders Asset Management,  LLC ("Founders")  serves as Sub-advisor
for the ASAF Founders International Small Capitalization Fund. Founders, located
at Founders Financial Center,  2930 East Third Avenue,  Denver,  Colorado 80206,
and its predecessor  companies have acted as investment  advisors since 1938 and
serves as  investment  advisor  to a number of other  investment  companies  and
private accounts. Founders managed assets aggregating approximately $7.6 billion
as of June 30, 1999.

             Tracy P. Stouffer,  a Vice President of Investments of Founders and
Chartered Financial Analyst, has been responsible for the day-to-day  management
of the ASAF Founders  International  Small  Capitalization Fund since July 1999.
Before joining Founders, Ms. Stouffer was a vice president and portfolio manager
with  Federated  Global  Incorporated  from 1995  until  July  1999,  and a vice
president and portfolio manager with Clariden Asset Management Inc. from 1988 to
1995.

             Rowe Price-Fleming International,  Inc. ("Price-Fleming") serves as
Sub-advisor  for  the  ASMT  T.  Rowe  Price  International   Equity  Portfolio.
Price-Fleming,  located at 100 East Pratt Street, Baltimore, Maryland 21202, was
founded in 1979 as a joint venture  between T. Rowe Price  Associates,  Inc. and
Robert Fleming  Holdings  Limited.  Price-Fleming  is one of the world's largest
international  mutual fund asset managers with over $33 billion under management
as of June 30,  1999 in its  offices in  Baltimore,  London,  Tokyo,  Hong Kong,
Singapore, Buenos Aires, and Paris.

             An investment  advisory group has responsibility for the day-to-day
management  of the  ASMT T.  Rowe  Price  International  Equity  Portfolio.  The
advisory  group  for the  Portfolio  consists  of  Martin  G.  Wade,  Mark  C.J.
Bickford-Smith,  John R. Ford, James B.M. Seddon, and David J.L. Warren.  Martin
Wade joined  Price-Fleming  in 1979 and has 30 years of experience  with Fleming
Group (Fleming Group includes  Robert Fleming  Holdings Ltd. and Jardine Fleming
Group Ltd.) in research,  client  service and investment  management.  Mark C.J.
Bickford-Smith joined Price-Fleming in 1995 and has 14 years experience with the
Fleming  Group  in  research  and  financial  analysis.   John  R.  Ford  joined
Price-Fleming  in 1982 and has 19  years of  experience  with  Fleming  Group in
research and portfolio  management.  James B.M. Seddon joined  Price-Fleming  in
1987 and has 12 years of experience in investment management.  David J.L. Warren
joined  Price-Fleming  in 1983 and has 18 years  experience in equity  research,
fixed income research and portfolio management.

             A I M Capital  Management,  Inc. ("AIM"),  11 Greenway Plaza, Suite
100,  Houston,  Texas  77046-1173,  serves  as  Sub-advisor  for  the  ASAF  AIM
International  Equity Fund.  AIM has acted as an  investment  advisor since 1986
and, together with its parent, A I M Advisors, Inc., advises or manages over 110
investment portfolios encompassing a broad range of investment objectives. As of
June 30, 1999, AIM managed approximately $121 billion in assets.

             AIM uses a team approach to investment  management.  The members of
the team  responsible  for the management of the ASAF AIM  International  Equity
Fund are A. Dale  Griffin,  III,  Clas G.  Olsson,  Barrett  K.  Sides and Jason
Holzer.  Except for Mr. Holzer, all members of the team are officers of AIM. Mr.
Griffin,  Senior  Portfolio  Manager,  has been  associated  with AIM and/or its
affiliates since 1989. Mr. Olsson,  Portfolio Manager,  has been associated with
AIM and/or its affiliates  since 1994. Mr. Sides,  Portfolio  Manager,  has been
associated  with AIM and/or its affiliates  since 1990.  Mr.  Holzer,  Portfolio
Manager,  has been  associated  with AIM and/or its affiliates  since 1996. From
1994 to 1996, he was an associate with JMB Realty.

             Janus Capital  Corporation  ("Janus") serves as Sub-advisor for the
ASAF Janus Overseas  Growth Fund, the ASAF Janus  Small-Cap  Growth Fund and the
ASMT Janus Capital  Growth  Portfolio.  Janus,  located at 100 Fillmore  Street,
Denver,  Colorado  80206-4923,  serves as the  investment  advisor  to the Janus
Funds,  as well as advisor or  sub-advisor  to several  other  mutual  funds and
individual,  corporate, charitable and retirement accounts. As of June 30, 1999,
Janus managed assets worth approximately $153 billion.

             The portfolio manager  responsible for management of the ASAF Janus
Overseas  Growth Fund is Helen Young Hayes,  Vice President of Janus.  Ms. Hayes
joined Janus in 1987.

             The ASAF Janus  Small-Cap  Growth  Fund is managed by a  management
team consisting of James P. Craig, III, William Bales and Jonathan Coleman.  The
management  team has managed the Fund since Janus became the Fund's  Sub-advisor
in January,  1999. James P. Craig, III is Chief Investment  Officer of Janus. He
joined  Janus in May 1983.  William H. Bales has been a  research  analyst  with
Janus since 1993,  focusing primarily on the  transportation,  consumer products
and  restaurant  industries.  He joined  Janus in  September  1991.  Jonathan D.
Coleman  has been a  research  analyst  with Janus  since  July  1994,  focusing
primarily  on  the  railroad,   computer,   healthcare  and  financial  services
industries.

             The portfolio manager  responsible for management of the ASMT Janus
Capital  Growth  Portfolio  is  Scott  W.  Schoelzel.  Mr.  Schoelzel,  a Senior
Portfolio  Manager at Janus who has managed the Portfolio  since  August,  1997,
joined Janus in January, 1994 as Vice President of Investments.

             T.  Rowe  Price  Associates,  Inc.  ("T.  Rowe  Price")  serves  as
Sub-advisor  for the ASAF T. Rowe Price Small Company Value Fund. T. Rowe Price,
located at 100 East Pratt Street, Baltimore, Maryland 21202, was founded in 1937
by the late Thomas Rowe Price,  Jr. As of June 30,  1999,  T. Rowe Price and its
affiliates managed  approximately  $159 billion for approximately  seven million
individual and institutional accounts.

             The ASAF T. Rowe Price  Small  Company  Value Fund is managed by an
Investment  Advisory  Committee  composed of the following  members:  Preston G.
Athey,  Chairman,  Hugh M. Evans III and Gregory A.  McCrickard.  The  Committee
Chairman has day-to-day responsibility for managing the Portfolio and works with
the Committee in developing and executing the  Portfolio's  investment  program.
Mr. Athey joined T. Rowe Price in 1978 and has been managing  investments  since
1982.

             Neuberger  Berman  Management  Inc.  ("NB  Management")  serves  as
sub-advisor  for the ASAF  Neuberger  Berman  Mid-Cap  Growth  Fund and the ASAF
Neuberger  Berman  Mid-Cap Value Fund. NB Management and its  predecessor  firms
have specialized in the management of mutual funds since 1950. Neuberger Berman,
LLC  ("Neuberger  Berman"),  an affiliate of NB Management,  acts as a principal
broker in the purchase and sale of portfolio  securities for the Funds for which
it serves as Sub-advisor,  and provides NB Management with certain assistance in
the management of the Funds without added cost to the Funds or ASISI.  Neuberger
Berman and its affiliates  manage securities  accounts,  including mutual funds,
that had approximately $57 billion of assets as of June 30, 1999.

             Michael M. Kassen and Robert I.  Gendelman  and S. Basu Mullick are
primarily responsible for the day-to-day management of the ASAF Neuberger Berman
Mid-Cap  Value Fund.  Mr. Kassen and Mr.  Gendelman  have been managing the Fund
since its inception,  while Mr. Mullick has been managing the Fund since October
1998.  Mr. Kassen has been a Vice  President of NB Management and a principal of
Neuberger  Berman since December 1992, and was an employee of NB Management from
1990 to December 1992. Mr.  Gendelman is a principal of Neuberger Berman and has
been with NB Management since 1994, where he is currently a Vice President.  Mr.
Mullick has been a Vice President of NB Management since October 1998. From 1993
to 1998, Mr. Mullick was a portfolio manager for a prominent investment adviser.

             Jennifer K. Silver and Brooke A. Cobb are primarily responsible for
the day-to-day  management of the ASAF Neuberger Berman Mid-Cap Growth Fund. Ms.
Silver is Director of the Neuberger Berman Growth Equity Group, and both she and
Mr. Cobb are Vice  Presidents  of NB  Management.  Ms.  Silver is a principal of
Neuberger  Berman.  Previously,  Ms. Silver was a portfolio  manager for several
large mutual funds managed by a prominent  investment adviser.  Previously,  Mr.
Cobb was the chief investment  officer for an investment  advisory firm managing
individual  accounts  from 1995 to 1997  and,  from  1992 to 1995,  a  portfolio
manager of a large mutual fund managed by a prominent adviser.

             OppenheimerFunds,   Inc.  ("OppenheimerFunds"),   Two  World  Trade
Center,  New  York,  New York  10048-0203  serves  as  Sub-advisor  for the ASAF
Oppenheimer   Large-Cap  Growth  Fund.   OppenheimerFunds  has  operated  as  an
investment advisor since 1959. OppenheimerFunds (including subsidiaries) manages
investment  companies with assets of more than $110 billion as of June 30, 1999,
and with more than four million shareholder accounts.

             Bruce L. Bartlett,  CFA has been the portfolio manager  responsible
for management of the Portfolio  since July 1999. Mr.  Bartlett is a Senior Vice
President and Portfolio Manager for OppenheimerFunds who joined OppenheimerFunds
in June 1995. Previously, Mr. Bartlett was a Vice President and Senior Portfolio
Manager at First of America Investment Corporation.

             Marsico  Capital  Management,  LLC ("Marsico  Capital"),  1200 17th
Street, Suite 1300, Denver, CO 80202, serves as Sub-advisor for the ASAF Marsico
Capital Growth Fund. Thomas F. Marsico has primary responsibility for management
of the Fund. Mr. Marsico is Chairman and Chief Executive  Officer,  and has sole
voting  control,  of  Marsico  Capital.  Prior to  forming  Marsico  Capital  in
September,  1997,  Mr.  Marsico served as Executive Vice President and Portfolio
Manager at Janus Capital  Corporation  ("Janus").  Mr.  Marsico  joined Janus in
March,  1986. As of June 30, 1999,  Marsico Capital managed  approximately  $7.4
billion in assets.

         Bankers Trust Company  ("Bankers Trust") is the Sub-advisor to the ASAF
Bankers  Trust  Managed  Index 500 Fund.  Bankers  Trust  conducts  a variety of
general  banking  and trust  activities  and is a major  supplier  of  financial
services to the international and domestic institutional markets.  Bankers Trust
is one of the nation's  largest and most  experienced  investment  managers with
approximately  $560 billion in assets under  management  globally as of June 30,
1999.

         On March 11,  1999,  Bankers  Trust  announced  that it had  reached an
agreement with the United States  Attorney's  Office in the Southern District of
New York to resolve  an  investigation  concerning  inappropriate  transfers  of
unclaimed funds and related  record-keeping  problems that occurred between 1994
and early  1996.  Pursuant to its  agreement  with the U.S.  Attorney's  Office,
Bankers  Trust  agreed  to  pay a  $60  million  fine  to  federal  authorities.
Separately,  Bankers Trust agreed to pay a $3.5 million fine to the State of New
York.  The  events  leading  up to the  guilty  pleas  did not  arise out of the
investment advisory or mutual fund management activities of Bankers Trust or its
affiliates.

         As a result of the plea, Bankers Trust would not be able to continue to
provide  sub-advisory  services  to the  Portfolio  absent  an  order  from  the
Securities and Exchange  Commission that permits it to do so. The Commission has
granted such an order.

             Dean S. Barr, Managing Director of Bankers Trust and Head of Global
Quantitative  Index  Strategies,  and Manish Keshive,  Vice President of Bankers
Trust are responsible for the day-to-day management of the Fund. Mr. Barr joined
Bankers  Trust in  September  1999.  From  1997 to  1999,  Mr.  Barr  was  Chief
Investment  Officer of Active  Quantitative  Strategies  at State Street  Global
Advisors.  From 1988 to 1997, Mr. Barr was Chief  Executive  Officer of Advanced
Investment Technology. Prior to joining Bankers Trust in 1996, Mr. Keshive was a
student who earned an M.S. degree from Massachusetts  Institute of Technology in
1995.

             Lord,  Abbett & Co. ("Lord  Abbett")  serves as Sub-advisor for the
ASAF Lord Abbett Growth and Income Fund. Lord Abbett, an investment  manager for
over 68 years, is located at The General Motors Building,  767 Fifth Avenue, New
York,  New  York   10153-0203.   As  of  June  30,  1999,  Lord  Abbett  managed
approximately  $33.4  billion  in a family  of mutual  funds and other  advisory
accounts.

             The portfolio  manager  responsible for management of the ASAF Lord
Abbett  Growth  and  Income  Fund  is W.  Thomas  Hudson,  Jr.,  Executive  Vice
President.  Mr. Hudson has held positions in the equity  research  department of
Lord Abbett since 1982.

             Massachusetts   Financial   Services   Company  ("MFS")  serves  as
Sub-advisor  for the ASAF MFS Growth with Income Fund.  MFS, which is located at
500  Boylston  Street,   Boston,   Massachusetts   02116,  and  its  predecessor
organizations  have a history of money  management  dating from 1924. As of June
30,  1999,  the net assets under the  management  of the MFS  organization  were
approximately $114 billion.

             The  ASAF  MFS  Growth  with  Income  Fund  is  managed  by John D.
Laupheimer and Mitchell D. Dynan.  Mr.  Laupheimer is a Senior Vice President of
MFS, and has been employed by MFS as a portfolio  manager since 1981.  Mr. Dynan
is also a  Senior  Vice  President  of MFS,  and has been  employed  by MFS as a
portfolio manager since 1986.

             INVESCO Funds Group, Inc. ("INVESCO") serves as Sub-advisor for the
ASMT  INVESCO  Equity  Income  Portfolio.  INVESCO,  located  at 7800 East Union
Avenue, P.O. Box 173706, Denver,  Colorado 80217-3706,  was established in 1932.
AMVESCAP  PLC,  the  parent  of  INVESCO,  is  one of  the  largest  independent
investment  management  businesses in the world and managed over $296 billion of
assets as of June 30, 1999.

             The portfolio managers responsible for the day-to-day management of
the ASMT  INVESCO  Equity  Income  Portfolio  are  Charles P.  Mayer,  Portfolio
Co-Manager,  and Donovan J. (Jerry) Paul, Portfolio Co-Manager.  Mr. Mayer began
his investment  career in 1969 and is now a director and a senior vice president
of  INVESCO.  From 1993 to 1994,  he was vice  president  of  INVESCO.  Mr. Paul
entered the  investment  management  industry in 1976 and has been a senior vice
president of INVESCO since 1994.  From 1993 to 1994, he was president of Quixote
Investment Management, Inc.

             American Century Investment  Management,  Inc. ("American Century")
serves as Sub-advisor  for the ASAF American  Century  Strategic  Balanced Fund.
American Century,  located at American Century Towers, 4500 Main Street,  Kansas
City,  Missouri  64111,  has been  providing  investment  advisory  services  to
investment companies and institutional  clients since 1958. As of June 30, 1999,
American Century and its affiliates  managed assets totaling  approximately  $91
billion.

             American Century utilizes a team of portfolio  managers,  assistant
portfolio managers and analysts acting together to manage the assets of the ASAF
American Century  Strategic  Balanced Fund. The portfolio manager members of the
portfolio team  responsible for the day-to-day  management of the equity portion
of the Fund are John Schniedwind,  Kurt Borgwardt,  Jeffrey R. Tyler and William
Martin.   Mr.   Schniedwind  is  Senior  Vice  President  and  Group  Leader  --
Quantitative  Equity for American  Century,  and has been with American  Century
since 1982. Mr. Borgwardt is Vice President,  Portfolio  Manager and Director of
Quantitative  Equity Research for American  Century,  and has been with American
Century since 1990.  Mr.  Tyler,  Senior Vice  President and Portfolio  Manager,
joined  American  Century in 1988.  William  Martin,  Vice  President and Senior
Portfolio Manager,  joined American Century in 1989. The fixed income portion of
the Fund is managed by a team of portfolio  managers with expertise in different
areas of fixed  income  investing.  The  portfolio  manager  leader  of the team
responsible  for the  day-to-day  management of the fixed income  portion of the
Fund is Brian Howell.  Mr. Howell joined American  Century in 1987 as a research
analyst and was promoted to his current position as portfolio manager in January
1994.

             Federated Investment Counseling ("Federated  Investment") serves as
Sub-advisor for the ASAF Federated High Yield Bond Fund.  Federated  Investment,
located at Federated Investors Tower, Pittsburgh,  Pennsylvania 15222-3779,  was
organized as a Delaware  business  trust in 1989.  Federated  Investment and its
affiliates serve as investment advisors to a number of investment  companies and
private  accounts.  As of June  30,  1999,  total  assets  under  management  or
administration by Federated and its affiliates was over $152 billion.

             The portfolio managers responsible for the day-to-day management of
the ASAF Federated High Yield Bond Fund are Mark E. Durbiano and  Constantine J.
Kartsonas. Mr. Durbiano joined Federated Investors in 1982 and has been a Senior
Vice President of an affiliate of Federated  Investment since January 1996. From
1988  through  1995,  Mr.  Durbiano  was a Vice  President  of an  affiliate  of
Federated Investment. Mr. Durbiano is a Chartered Financial Analyst and received
his M.B.A. in finance from the University of Pittsburgh.  Mr. Kartsonas, who has
co-managed the Portfolio since August 1998,  joined Federated  Investors in 1994
as an Investment  Analyst and has been an Assistant  Vice President of Federated
Investments since March 1997.

             Pacific   Investment   Management   Company   ("PIMCO")  serves  as
Sub-advisor  for the ASMT PIMCO Total Return Bond Portfolio.  PIMCO,  located at
840 Newport Center Drive,  Suite 300,  Newport Beach,  California  92660,  is an
investment  counseling  firm  founded in 1971.  As of June 30,  1999,  PIMCO had
approximately $172 billion of assets under management.

             The portfolio manager responsible for the day-to-day  management of
the ASMT PIMCO Total  Return Bond  Portfolio  is William H. Gross.  Mr. Gross is
Managing Director of PIMCO and has been associated with the firm since 1971.

             J.P. Morgan  Investment  Management Inc. ("J.P.  Morgan") serves as
Sub-advisor for the ASMT JPM Money Market  Portfolio.  J.P. Morgan has principal
offices at 522 Fifth  Avenue,  New York,  New York  10036.  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 over $326
billion as of June 30, 1999.  J.P.  Morgan has managed  investments  for clients
since 1913,  and has managed  short-term  fixed income  assets for clients since
1969.

FEES AND EXPENSES:

             Investment  Management Fees. ASISI receives a monthly fee from each
Non-Feeder  Fund and Portfolio 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  Fund  or  Portfolio.  The  investment
management fee for each Non-Feeder  Fund and Portfolio will differ,  reflecting,
among other things, the investment  objective,  policies and limitations of each
Fund and  Portfolio.  Each  investment  management  fee is accrued daily for the
purposes of determining the sale and redemption price of the Fund's shares.  The
fees paid to ASISI for the fiscal year ended  October  31,  1998 (or,  for those
Funds that have not been in  operation  for a full  fiscal  year,  the fee rates
payable to ASISI),  stated as a percentage of the Non-Feeder Fund or Portfolio's
average daily net assets, are as follows:

Fund/Portfolio:                                                     Annual Rate:

ASAF Founders International Small Capitalization Fund:                  1.10%

ASMT T. Rowe Price International Equity Portfolio:                      1.00%

ASAF AIM International Equity Fund:                                     1.10%

ASAF Janus Overseas Growth Fund:                                        1.00%

ASAF Janus Small-Cap Growth Fund:                                       0.90%

ASAF T. Rowe Price Small Company Value Fund:                            1.00%

ASAF Neuberger Berman Mid-Cap Growth Fund:                              0.90%

ASAF Neuberger Berman Mid-Cap Value Fund:                               0.90%

ASAF Oppenheimer Large-Cap Growth Fund(1):                              1.00%

ASAF Marsico Capital Growth Fund:                                       1.00%

ASMT Janus Capital Growth Portfolio:                                    1.00%

ASAF Bankers Trust Managed Index 500 Fund:                              0.60%

ASAF Lord Abbett Growth and Income Fund:                                0.80%

ASAF MFS Growth with Income Fund:                                       1.00%

ASMT INVESCO Equity Income Portfolio:                                   0.75%

ASAF American Century Strategic Balanced Fund:                          0.90%

ASAF Federated High Yield Bond Fund:                                    0.70%

ASMT PIMCO Total Return Bond Portfolio:                                 0.65%

ASMT JPM Money Market Portfolio:                                        0.50%

             (1) Prior to  December  31,  1998,  Robertson,  Stephens  & Company
Investment  Management,  L.P.  served as Sub-advisor  for the Fund (formerly the
ASAF  Robertson  Stephens  Value  +  Growth  Fund).  Under  the  new  Investment
Management  Agreement for the Fund,  fees are payable at an annual rate of 0.90%
of the portion of the  average  daily net assets of the Fund not in excess of $1
billion; plus 0.85% of the portion of the net assets over $1 billion.

             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 Company's
SAI under "Investment Advisory & Administration Services."

             Other  Expenses.  In addition to Investment  Management  fees, each
Fund and Portfolio pays other  expenses,  including costs incurred in connection
with the  maintenance of its securities law  registration,  printing and mailing
prospectuses and SAIs to shareholders,  certain 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 director and
shareholder meetings. Expenses not directly attributable to any specific Fund(s)
or  Portfolio(s)  are  allocated  on the basis of the relative net assets of the
Funds or  Portfolios.  For additional  information  regarding Fund and Portfolio
expenses,  as well as voluntary  agreements by the  Investment  Manager to limit
such expenses, see this Prospectus under "Expense Information" and the Company's
SAI under "Fund Expenses."

                       Dividends, Capital Gains and Taxes

DIVIDENDS:

             Each Fund intends to distribute substantially all of its net income
and capital gains to shareholders at least once a year. Normally, dividends from
net  investment  income of each Fund will be declared and paid on the  following
basis:

<TABLE>
<CAPTION>
Fund                                                          Declared                 Paid

<S>                                                           <C>                     <C>
ASAF Founders International Small Capitalization              annually                annually
ASAF T. Rowe Price International Equity                       annually                annually
ASAF AIM International Equity                                 annually                annually
ASAF Janus Overseas Growth                                    annually                annually
ASAF Janus Small-Cap Growth                                   annually                annually
ASAF T. Rowe Price Small Company Value                        annually                annually
ASAF Neuberger Berman Mid-Cap Growth                          annually                annually
ASAF Neuberger Berman Mid-Cap Value                           annually                annually
ASAF Oppenheimer Large-Cap Growth                             annually                annually
ASAF Marsico Capital Growth                                   annually                annually
ASAF Janus Capital Growth                                     annually                annually
ASAF Bankers Trust Managed Index 500                          annually                annually
ASAF Lord Abbett Growth and Income                            semi-annually           semi-annually
ASAF MFS Growth with Income                                   semi-annually           semi-annually
ASAF INVESCO Equity Income                                    semi-annually           semi-annually
ASAF American Century Strategic Balanced                      semi-annually           semi-annually
ASAF Federated High Yield Bond                                daily                   monthly
ASAF Total Return Bond                                        daily                   quarterly
ASAF JPM Money Market                                         daily                   monthly
</TABLE>

DISTRIBUTION OPTIONS:

             When you open your  account,  specify on your  application  how you
want to receive your distributions.  Unless you specify otherwise, all dividends
and  distributions  will  be  automatically  reinvested  in  additional  full or
fractional  shares  of each  Fund.  You have  the  following  five  distribution
options:

             Reinvest All  Distributions  in the Fund. You can elect to reinvest
all dividends and long term capital gains  distributions in additional shares of
the applicable Fund.

             Reinvest   Income   Dividends  Only.  You  can  elect  to  reinvest
investment   income   dividends  in  a  Fund  while   receiving   capital  gains
distributions.

             Reinvest  Long-Term  Capital Gains Only.  You can elect to reinvest
long-term capital gains in the Fund while receiving dividends.

             Receive All Distributions in Cash. You can elect to receive a check
for all dividends and long-term capital gains distributions.

             Reinvest  Distributions  in Another  Fund of the  Company.  You can
reinvest  all  distributions  in another  Fund of the  Company.  For  additional
information,   see  this  Prospectus  under  "Special  Investment  Programs  and
Privileges."

TAXES:

             Each of the Funds intends to make  distributions  that may be taxed
as ordinary income and capital gains. The tax consequences of distributions from
a Fund will vary depending upon the type of account that you maintain.

             If you establish an IRA or other tax-deferred  retirement  account,
dividends and capital gains  distributions  from the Funds generally will not be
subject to current taxation.  If you establish an account outside a tax-deferred
retirement  account,  the following tax  consequences  generally will apply. For
regular investment accounts established by individuals, dividends paid by a Fund
from net investment income and net short-term capital gains,  whether you choose
to receive them in cash or reinvest them in additional  shares,  will be taxable
as ordinary income. If you receive your distributions in cash, the value of your
Fund account effectively will be reduced by the amount of the distribution.

             Capital gains distributions are made by a Fund when it realizes net
gains  on  sales of  portfolio  securities.  A  Fund's  capital  gains  may vary
substantially from year to year and, therefore,  its capital gains distributions
also may vary substantially. A Fund will not make capital gains distributions in
years in which the Fund has a net  capital  loss.  Distributions  paid by a Fund
from net long term  capital  gains will be taxable as long-term  capital  gains,
regardless of how long you have owned the Fund's shares.

             Because of their varying investment strategies,  distributions from
some  of  the  Funds  are  likely  to  consist   primarily   of  capital   gains
distributions,  while  distributions from others are likely to consist primarily
of ordinary income.  Distributions from the ASAF Federated High Yield Bond Fund,
the ASAF Total  Return Bond Fund,  and the ASAF JPM Money Market Fund are likely
to consist  primarily of ordinary  income.  Because the Funds are new, as of the
date of this Prospectus no Fund has yet distributed any long-term capital gains.
Over time,  however,  it is  expected  that  distributions  from a number of the
Funds,  particularly  those with capital growth as their  investment  objective,
will consist primarily of capital gains.

             Certain distributions by a Fund may be classified under federal tax
laws as constituting returns of your capital.  These are not taxable to you when
received.  Federal income tax laws provide, however, that a distribution of this
type  will  reduce  the  acquisition  price of your  shares  in the Fund used to
determine your tax liability when you redeem or exchange the shares.  Therefore,
the  return  of  capital  may  result  in a larger  gain or  smaller  loss  upon
redemption or exchange.

             If you purchase  shares of a Fund  shortly  before the date used to
determine  eligibility  for a dividend or capital gains  distribution,  you will
receive a portion of your  investment  back as a taxable  distribution.  This is
sometimes referred to as "buying a dividend."

             In order to  satisfy  distribution  requirements  of the Code,  the
Funds may declare year-end dividend and capital gains distributions. If received
by shareholders by January 31, these special distributions are treated as having
been paid by the Funds and received by  shareholders on December 31 of the prior
year.

             The  investment  income of certain  Funds may be subject to foreign
income  taxes.  The  Company  may  elect  to pass  these  taxes  through  to the
shareholders  of the Funds.  If you are a  shareholder,  you will be required to
report a share of these taxes as income in  determining  your federal income tax
liability.   You  will  be  able  to  deduct  these  taxes  or,  under   certain
circumstances,  you may be able to claim them as a credit  against  your federal
income tax.

             The Company  will  provide you with an annual  statement  as to the
federal income tax status of all distributions for the preceding year, including
any amount of foreign taxes passed through to you.

             Taxes on  Redemptions  and  Exchanges.  A redemption of shares in a
Fund or an  exchange  of a Fund's  shares  for  shares in  another  Fund will be
treated as a sale under the Code, which may result in a capital gain or loss and
current  tax  liability.  However,  you will not have a federal tax gain or loss
when  Class B or  Class X  shares  of a Fund  automatically  convert  to Class A
shares.  The Class A shares you receive after  conversion  will be considered to
have  the  same  acquisition  price as the  converted  Class B or X  shares  for
purposes  of  determining  your  gain or loss  upon  subsequent  redemptions  or
exchanges.

             Dividends,  capital gains distributions and capital gains or losses
from  redemptions  and  exchanges  may be  subject  to state and local  taxes in
addition to Federal income taxes.

             The above tax  discussion is for general  information  only. A more
detailed  discussion  of  federal  income  tax  considerations  for the Funds is
included in the Company's SAI under "Additional Tax  Considerations." You should
consult  with your own tax  adviser  concerning  possible  tax  consequences  of
investing  in a Fund.  If you  are  considering  an IRA or  other  tax  deferred
account,  you should  consult with your tax adviser  regarding the  requirements
under Federal tax law governing your specific type of account.

             Regulated  Investment  Company  Status.  As each  Fund  intends  to
qualify as a "regulated  investment company" under the Code, each Fund generally
is entitled to deduct all dividends  paid to  shareholders  from its net income.
However,  the deductibility of dividends paid by regulated  investment companies
that  issue more than one class of shares,  such as the  Company,  is subject to
certain  requirements  under the Code.  In this  regard,  the Company may deduct
dividends only when shares in each class receive proportionate distributions and
where no class is  preferred  over any other class in a manner not  permitted by
the formal dividend rights of the preferred class.

             The Company has received  separate opinions of counsel from the law
firms of Caplin &  Drysdale  and  Rogers & Wells  which,  when  taken  together,
conclude that the Funds'  particular  multiple class  structure will not prevent
the deductibility of dividends paid by the Funds.  However,  the Company has not
obtained a ruling on the matter from the IRS.  The Company does not believe that
the IRS has  considered a multiple  class  structure with all of the features of
the Funds'  structure,  including the Bonus Share feature  applicable to Class X
shares,  and the IRS  could  disagree  with  the  conclusions  expressed  in the
opinions.  Changes in federal  income  tax law also could  affect the  continued
validity of the conclusions stated in the opinions.

             If  dividends  on any  class  of a Fund's  shares  are  treated  as
preferential  to another  class,  dividends  in that year on all classes of that
Fund's  shares would  become  non-deductible  by the Fund.  The effect of such a
development  is that  income  and gains  realized  by a Fund could be subject to
double taxation -- that is, both the Fund and  shareholders  could be subject to
taxation.  In  addition  to the tax  liability,  the Fund  could be  liable  for
interest and penalties.  All these  liabilities could  substantially  reduce the
value of your  investment in the Fund.  There could also be personal  income tax
consequences to shareholders  of the Fund, such as  reclassification  of capital
gains distributions as ordinary income, which may be taxable at higher rates.


<PAGE>

                              FINANCIAL HIGHLIGHTS

         The financial  highlights  table is intended to help you understand the
Funds' financial performance since their inception. Certain information reflects
financial  results  for a single  Fund  share.  The total  returns  in the table
represent  the rate that an investor  would have earned or lost on an investment
in a Fund (assuming reinvestment of all dividends and distributions). Except for
the  financial  information  for the  period  ended  April  30,  1999,  which is
unaudited, the information has been audited by  PricewaterhouseCoopers  LLP, the
Company's independent  accountants.  The report of the independent  accountants,
along with the Funds' financial statements, are included in the Company's annual
report,  which is available upon request.  No financial  information is included
for the ASAF AIM International Equity Fund, the ASAF Bankers Trust Managed Index
500 Fund,  or the ASAF MFS Growth  with  Income  Fund,  which had not  commenced
operations prior to the date of this Prospectus.

<TABLE>
<CAPTION>
                                                                 Increase (Decrease) from
                                                                   Investment Operations
                                              Net Asset  -----------------------------------------
                                                Value         Net        Net Realized   Total from
                                   Period     Beginning   Investment     & Unrealized   Investment
                                   Ended      of Period  Income (Loss)   Gain (Loss)    Operations
                                  --------    ---------  -------------   ------------   ----------
<S>                               <C>         <C>        <C>             <C>            <C>
ASAF FOUNDERS INTERNATIONAL
SMALL CAPITALIZATION FUND:
- -------------------------------
- -------------------------------
 Class A                          04/30/99*    $ 10.27      $(0.05)         $ 1.89        $ 1.84
                                  10/31/98        9.87       (0.02)           0.45          0.43
                                  10/31/97(1)    10.00        0.05           (0.18)        (0.13)
  Class B                         04/30/99*      10.23       (0.08)           1.89          1.81
                                  10/31/98        9.85       (0.08)           0.46          0.38
                                  10/31/97(1)    10.00        0.04           (0.19)        (0.15)
  Class C                         04/30/99*      10.22       (0.08)           1.89          1.81
                                  10/31/98        9.86       (0.08)           0.44          0.36
                                  10/31/97(1)    10.00        0.04           (0.18)        (0.14)
  Class X                         04/30/99*      10.21       (0.08)           1.90          1.82
                                  10/31/98        9.84       (0.08)           0.45          0.37
                                  10/31/97(1)    10.00        0.04           (0.20)        (0.16)
ASAF JANUS SMALL-CAP
GROWTH FUND:
- -------------------------------
- -------------------------------
 Class A                          04/30/99*    $  9.11      $(0.03)         $ 3.78        $ 3.75
                                  10/31/98        9.94       (0.07)          (0.76)        (0.83)
                                  10/31/97(1)    10.00       (0.03)          (0.03)        (0.06)
  Class B                         04/30/99*       9.04       (0.06)           3.75          3.69
                                  10/31/98        9.93       (0.12)          (0.77)        (0.89)
                                  10/31/97(1)    10.00       (0.04)          (0.03)        (0.07)
  Class C                         04/30/99*       9.06       (0.06)           3.75          3.69
                                  10/31/98        9.94       (0.10)          (0.78)        (0.88)
                                  10/31/97(1)    10.00       (0.04)          (0.02)        (0.06)
  Class X                         04/30/99*       9.06       (0.06)           3.75          3.69
                                  10/31/98        9.93       (0.11)          (0.76)        (0.87)
                                  10/31/97(1)    10.00       (0.04)          (0.03)        (0.07)
ASAF T. ROWE PRICE
SMALL COMPANY VALUE FUND:
- -------------------------------
- -------------------------------
 Class A                          04/30/99*    $  8.85      $ 0.02          $ 0.22        $ 0.24
                                  10/31/98       10.46        0.04           (1.62)        (1.58)
                                  10/31/97(1)    10.00        0.02            0.44          0.46
  Class B                         04/30/99*       8.80          --            0.22          0.22
                                  10/31/98       10.44       (0.02)          (1.61)        (1.63)
                                  10/31/97(1)    10.00          --            0.44          0.44
  Class C                         04/30/99*       8.80          --            0.21          0.21
                                  10/31/98       10.45       (0.02)          (1.62)        (1.64)
                                  10/31/97(1)    10.00          --            0.45          0.45
  Class X                         04/30/99*       8.80          --            0.21          0.21
                                  10/31/98       10.44       (0.02)          (1.61)        (1.63)
                                  10/31/97(1)    10.00          --            0.44          0.44
ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND:
- -------------------------------
- -------------------------------
 Class A                          04/30/99*    $ 10.89      $ 0.09          $ 1.71        $ 1.80
                                  10/31/98        9.99        0.15            0.84          0.99
                                  10/31/97(1)    10.00        0.04           (0.05)        (0.01)
  Class B                         04/30/99*      10.86        0.05            1.71          1.76
                                  10/31/98        9.96        0.09            0.85          0.94
                                  10/31/97(1)    10.00        0.02           (0.06)        (0.04)
  Class C                         04/30/99*      10.87        0.05            1.70          1.75
                                  10/31/98        9.98        0.09            0.84          0.93
                                  10/31/97(1)    10.00        0.02           (0.04)        (0.02)
  Class X                         04/30/99*      10.85        0.04            1.72          1.76
                                  10/31/98        9.96        0.09            0.84          0.93
                                  10/31/97(1)    10.00        0.02           (0.06)        (0.04)

<CAPTION>

                                           Less Distributions
                                  -------------------------------------
                                   From Net     In Excess of     From
                                  Investment   Net Investment   Capital
                                    Income         Income        Gains
                                  ----------   --------------   -------
<S>                               <C>          <C>              <C>
ASAF FOUNDERS INTERNATIONAL
SMALL CAPITALIZATION FUND:
- -------------------------------
- -------------------------------
 Class A                            $   --         $   --        $  --
                                     (0.03)            --           --
                                        --             --           --
  Class B                               --             --           --
                                        --             --           --
                                        --             --           --
  Class C                               --             --           --
                                        --             --           --
                                        --             --           --
  Class X                               --             --           --
                                        --             --           --
                                        --             --           --
ASAF JANUS SMALL-CAP
GROWTH FUND:
- -------------------------------
- -------------------------------
 Class A                            $   --         $   --        $  --
                                        --             --           --
                                        --             --           --
  Class B                               --             --           --
                                        --             --           --
                                        --             --           --
  Class C                               --             --           --
                                        --             --           --
                                        --             --           --
  Class X                               --             --           --
                                        --             --           --
                                        --             --           --
ASAF T. ROWE PRICE
SMALL COMPANY VALUE FUND:
- -------------------------------
- -------------------------------
 Class A                            $(0.03)        $   --        $  --
                                        --          (0.03)          --
                                        --             --           --
  Class B                               --             --           --
                                        --          (0.01)          --
                                        --             --           --
  Class C                               --             --           --
                                        --          (0.01)          --
                                        --             --           --
  Class X                               --             --           --
                                        --          (0.01)          --
                                        --             --           --
ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND:
- -------------------------------
- -------------------------------
 Class A                            $(0.05)        $   --        $  --
                                     (0.09)            --           --
                                        --             --           --
  Class B                            (0.02)            --           --
                                     (0.04)            --           --
                                        --             --           --
  Class C                            (0.02)            --           --
                                     (0.04)            --           --
                                        --             --           --
  Class X                            (0.02)            --           --
                                     (0.04)            --           --
                                        --             --           --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  Ratios of Expenses
                                            Supplemental Data                    to Average Net Assets
                                  -------------------------------------   -----------------------------------
                    Net Asset                 Net Assets at   Portfolio
      Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
  Distributions   End of Period   Return(2)    (In 000's)       Rate      Reimbursement(3)   Reimbursement(3)
  -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
  <S>             <C>             <C>         <C>             <C>         <C>                <C>
     $   --          $12.11         17.92%       $ 1,224         17%            2.10%               5.17%
      (0.03)          10.27          4.32%           886         49%            2.10%               9.20%
         --            9.87         (1.30%)          106         --             2.10%             136.49%
         --           12.04         17.69%         2,541         17%            2.60%               5.67%
         --           10.23          3.90%         1,387         49%            2.60%               9.80%
         --            9.85         (1.50%)          230         --             2.60%              90.64%
         --           12.03         17.71%         1,410         17%            2.60%               5.68%
         --           10.22          3.69%           872         49%            2.60%               9.72%
         --            9.86         (1.40%)           79         --             2.60%              55.02%
         --           12.03         17.83%         3,443         17%            2.60%               5.67%
         --           10.21          3.80%         2,404         49%            2.60%               9.58%
         --            9.84         (1.60%)          206         --             2.60%              54.45%
     $   --          $12.86         41.32%       $12,808         74%            1.70%               2.75%
         --            9.11         (8.45%)        1,801         94%            1.70%               6.38%
         --            9.94         (0.60%)          193         --             1.70%             105.48%
         --           12.73         40.82%        15,747         74%            2.20%               3.28%
         --            9.04         (8.96%)        2,685         94%            2.20%               6.86%
         --            9.93         (0.70%)          353         --             2.20%              57.99%
         --           12.75         40.73%         8,875         74%            2.20%               3.32%
         --            9.06         (8.85%)        2,090         94%            2.20%               6.60%
         --            9.94         (0.60%)           74         --             2.20%              42.48%
         --           12.75         40.73%         9,078         74%            2.20%               3.36%
         --            9.06         (8.76%)        4,085         94%            2.20%               6.69%
         --            9.93         (0.70%)          270         --             2.20%              47.29%
     $(0.03)         $ 9.06          2.67%       $ 9,657         16%            1.75%               2.63%
      (0.03)           8.85        (15.13%)        7,155          4%            1.75%               3.51%
         --           10.46          4.60%           383         --             1.75%              54.47%
         --            9.02          2.50%        19,836         16%            2.25%               3.15%
      (0.01)           8.80        (15.63%)       13,184          4%            2.25%               4.03%
         --           10.44          4.40%         1,155         --             2.25%              30.14%
         --            9.01          2.39%        11,664         16%            2.25%               3.14%
      (0.01)           8.80        (15.71%)        8,298          4%            2.25%               3.97%
         --           10.45          4.50%           335         --             2.25%              33.60%
         --            9.01          2.39%        13,645         16%            2.25%               3.13%
      (0.01)           8.80        (15.63%)       12,368          4%            2.25%               4.00%
         --           10.44          4.40%           640         --             2.25%              22.43%
     $(0.05)         $12.64         16.55%       $14,023         77%            1.60%               2.22%
      (0.09)          10.89          9.93%         3,359         93%            1.60%               4.32%
         --            9.99         (0.10%)          257          2%            1.60%              37.87%
      (0.02)          12.60         16.21%        30,428         77%            2.10%               2.72%
      (0.04)          10.86          9.45%         8,272         93%            2.10%               4.65%
         --            9.96         (0.40%)          381          2%            2.10%              29.90%
      (0.02)          12.60         16.10%        12,305         77%            2.10%               2.73%
      (0.04)          10.87          9.33%         3,202         93%            2.10%               4.77%
         --            9.98         (0.20%)          215          2%            2.10%              38.96%
      (0.02)          12.59         16.22%        14,039         77%            2.10%               2.73%
      (0.04)          10.85          9.34%         7,164         93%            2.10%               4.66%
         --            9.96         (0.40%)          398          2%            2.10%              26.66%

<CAPTION>

                 Ratio of Net Investment
      Total         Income (Loss) to
  Distributions   Average Net Assets(3)
  -------------  -----------------------
  <S>            <C>
     $   --               (0.95%)
      (0.03)              (0.28%)
         --                2.03%
         --               (1.45%)
         --               (0.74%)
         --                1.62%
         --               (1.46%)
         --               (0.79%)
         --                1.72%
         --               (1.44%)
         --               (0.76%)
         --                1.58%
     $   --               (0.62%)
         --               (0.75%)
         --               (1.16%)
         --               (1.13%)
         --               (1.26%)
         --               (1.73%)
         --               (1.12%)
         --               (1.13%)
         --               (1.73%)
         --               (1.08%)
         --               (1.19%)
         --               (1.70%)
     $(0.03)               0.48%
      (0.03)               0.20%
         --                0.69%
         --               (0.04%)
      (0.01)              (0.30%)
         --                0.17%
         --               (0.03%)
      (0.01)              (0.32%)
         --                0.02%
         --                0.00%
      (0.01)              (0.32%)
         --                0.19%
     $(0.05)               1.21%
      (0.09)               1.30%
         --                1.56%
      (0.02)               0.70%
      (0.04)               0.80%
         --                0.79%
      (0.02)               0.68%
      (0.04)               0.79%
         --                0.78%
      (0.02)               0.65%
      (0.04)               0.79%
         --                1.07%
</TABLE>


(1) Commenced operations on July 28, 1997.
(2) Total  return  for Class X shares  does not  reflect  the  payment  of bonus
shares.
(3) Annualized for periods less than one year.
* Unaudited.
Per share data has been  calculated  based on the average daily number of shares
outstanding throughout the period.



<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                            Increase (Decrease) from
                                                              Investment Operations
                                         Net Asset  -----------------------------------------
                                           Value         Net        Net Realized   Total from
                              Period     Beginning   Investment     & Unrealized   Investment
                              Ended      of Period  Income (Loss)   Gain (Loss)    Operations
                             --------    ---------  -------------   ------------   ----------
<S>                          <C>         <C>        <C>             <C>            <C>
ASAF FEDERATED
HIGH YIELD BOND FUND:
- ---------------------------
- ---------------------------
 Class A                     04/30/99*    $  9.38      $ 0.39          $ 0.65        $ 1.04
                             10/31/98        9.93        0.74           (0.55)         0.19
                             10/31/97(1)    10.00        0.05           (0.07)        (0.02)
  Class B                    04/30/99*       9.39        0.37            0.65          1.02
                             10/31/98        9.93        0.69           (0.54)         0.15
                             10/31/97(1)    10.00        0.04           (0.07)        (0.03)
  Class C                    04/30/99*       9.38        0.37            0.66          1.03
                             10/31/98        9.93        0.69           (0.55)         0.14
                             10/31/97(1)    10.00        0.03           (0.07)        (0.04)
  Class X                    04/30/99*       9.39        0.37            0.64          1.01
                             10/31/98        9.93        0.69           (0.54)         0.15
                             10/31/97(1)    10.00        0.04           (0.07)        (0.03)
ASAF OPPENHEIMER
LARGE-CAP GROWTH FUND:
- ---------------------------
- ---------------------------
 Class A                     04/30/99*    $ 10.44      $(0.08)         $ 2.09        $ 2.01
                             10/31/98(4)    10.00       (0.10)           0.54          0.44
  Class B                    04/30/99*      10.43       (0.11)           2.09          1.98
                             10/31/98(4)    10.00       (0.14)           0.57          0.43
  Class C                    04/30/99*      10.40       (0.11)           2.08          1.97
                             10/31/98(4)    10.00       (0.14)           0.54          0.40
  Class X                    04/30/99*      10.41       (0.11)           2.08          1.97
                             10/31/98(4)    10.00       (0.14)           0.55          0.41
ASAF LORD ABBETT
GROWTH AND INCOME FUND:
- ---------------------------
- ---------------------------
 Class A                     04/30/99*    $ 10.52      $ 0.03          $ 1.93        $ 1.96
                             10/31/98(4)    10.00        0.05            0.50          0.55
  Class B                    04/30/99*      10.53          --            1.94          1.94
                             10/31/98(4)    10.00        0.01            0.52          0.53
  Class C                    04/30/99*      10.51          --            1.94          1.94
                             10/31/98(4)    10.00        0.01            0.50          0.51
  Class X                    04/30/99*      10.52          --            1.94          1.94
                             10/31/98(4)    10.00        0.01            0.51          0.52
ASAF JANUS
OVERSEAS GROWTH FUND:
- ---------------------------
- ---------------------------
 Class A                     04/30/99*    $ 10.55      $(0.04)         $ 1.51        $ 1.47
                             10/31/98(4)    10.00        0.01            0.54          0.55
  Class B                    04/30/99*      10.51       (0.07)           1.50          1.43
                             10/31/98(4)    10.00       (0.04)           0.55          0.51
  Class C                    04/30/99*      10.52       (0.07)           1.50          1.43
                             10/31/98(4)    10.00       (0.04)           0.56          0.52
  Class X                    04/30/99*      10.50       (0.07)           1.50          1.43
                             10/31/98(4)    10.00       (0.04)           0.54          0.50

<CAPTION>

                                        Less Distributions
                            ------------------------------------------
                             From Net     In Excess of
                            Investment   Net Investment   From Capital
                              Income         Income          Gains
                            ----------   --------------   ------------
<S>                         <C>          <C>              <C>
ASAF FEDERATED
HIGH YIELD BOND FUND:
- --------------------------
- --------------------------
 Class A                      $(0.39)        $   --          $   --
                               (0.74)            --              --
                               (0.05)            --              --
  Class B                      (0.37)            --              --
                               (0.69)            --              --
                               (0.04)            --              --
  Class C                      (0.37)            --              --
                               (0.69)            --              --
                               (0.03)            --              --
  Class X                      (0.37)            --              --
                               (0.69)            --              --
                               (0.04)            --              --
ASAF OPPENHEIMER
LARGE-CAP GROWTH FUND:
- --------------------------
- --------------------------
 Class A                      $   --         $   --          $   --
                                  --             --              --
  Class B                         --             --              --
                                  --             --              --
  Class C                         --             --              --
                                  --             --              --
  Class X                         --             --              --
                                  --             --              --
ASAF LORD ABBETT
GROWTH AND INCOME FUND:
- --------------------------
- --------------------------
 Class A                      $(0.03)        $   --          $   --
                               (0.03)            --              --
  Class B                      (0.01)            --              --
                                  --             --              --
  Class C                      (0.01)            --              --
                                  --             --              --
  Class X                      (0.01)            --              --
                                  --             --              --
ASAF JANUS
OVERSEAS GROWTH FUND:
- --------------------------
- --------------------------
 Class A                      $   --         $   --          $   --
                                  --             --              --
  Class B                         --             --              --
                                  --             --              --
  Class C                         --             --              --
                                  --             --              --
  Class X                         --             --              --
                                  --             --              --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  Ratios of Expenses
                                            Supplemental Data                    to Average Net Assets
                                  -------------------------------------   -----------------------------------
                    Net Asset                 Net Assets at   Portfolio
      Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
  Distributions   End of Period   Return(2)    (In 000's)       Rate      Reimbursement(3)   Reimbursement(3)
  -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
  <S>             <C>             <C>         <C>             <C>         <C>                <C>

     $(0.39)         $10.03         11.24%       $15,451          11%           1.50%               1.84%
      (0.74)           9.38          1.67%         6,979          22%           1.50%               2.90%
      (0.05)           9.93         (0.23%)        2,154          11%           1.50%              30.49%
      (0.37)          10.04         10.95%        49,646          11%           2.00%               2.34%
      (0.69)           9.39          1.25%        20,495          22%           2.00%               3.32%
      (0.04)           9.93         (0.30%)          920          11%           2.00%              30.22%
      (0.37)          10.04         10.95%        12,718          11%           2.00%               2.36%
      (0.69)           9.38          1.26%         5,732          22%           2.00%               3.41%
      (0.03)           9.93         (0.36%)          206          11%           2.00%              29.26%
      (0.37)          10.03         10.85%        19,650          11%           2.00%               2.36%
      (0.69)           9.39          1.26%        12,402          22%           2.00%               3.33%
      (0.04)           9.93         (0.25%)          556          11%           2.00%              30.95%
     $   --          $12.45         19.25%       $ 5,518         195%           1.80%               2.54%
         --           10.44          4.40%         2,690         207%           1.80%               4.29%
         --           12.41         18.98%        17,411         195%           2.30%               3.05%
         --           10.43          4.30%         7,468         207%           2.30%               4.77%
         --           12.37         18.94%         5,102         195%           2.30%               3.07%
         --           10.40          4.00%         2,634         207%           2.30%               4.67%
         --           12.38         18.92%        10,182         195%           2.30%               3.05%
         --           10.41          4.10%         6,879         207%           2.30%               4.77%
     $(0.03)         $12.45         18.70%       $14,590          29%           1.60%               2.25%
      (0.03)          10.52          5.48%         5,572          42%           1.60%               3.57%
      (0.01)          12.46         18.38%        31,179          29%           2.10%               2.76%
         --           10.53          5.32%        10,710          42%           2.10%               4.06%
      (0.01)          12.44         18.42%        12,569          29%           2.10%               2.76%
         --           10.51          5.12%         5,019          42%           2.10%               4.01%
      (0.01)          12.45         18.40%        18,896          29%           2.10%               2.75%
         --           10.52          5.22%        11,350          42%           2.10%               3.98%
     $   --          $12.02         13.93%       $29,356          33%           2.10%               2.48%
         --           10.55          5.50%         8,812         101%           2.10%               4.12%
         --           11.94         13.61%        45,306          33%           2.60%               2.99%
         --           10.51          5.10%        15,339         101%           2.60%               4.58%
         --           11.95         13.59%        26,913          33%           2.60%               2.99%
         --           10.52          5.20%         9,580         101%           2.60%               4.58%
         --           11.93         13.62%        22,156          33%           2.60%               2.98%
         --           10.50          5.00%        11,226         101%           2.60%               4.60%

<CAPTION>

                 Ratio of Net Investment
      Total         Income (Loss) to
  Distributions   Average Net Assets(3)
  -------------  -----------------------
  <S>            <C>
     $(0.39)               7.96%
      (0.74)               7.42%
      (0.05)               4.76%
      (0.37)               7.40%
      (0.69)               6.90%
      (0.04)               3.15%
      (0.37)               7.44%
      (0.69)               6.96%
      (0.03)               3.55%
      (0.37)               7.52%
      (0.69)               6.96%
      (0.04)               3.65%
     $   --               (1.27%)
         --               (1.12%)
         --               (1.78%)
         --               (1.62%)
         --               (1.79%)
         --               (1.62%)
         --               (1.77%)
         --               (1.62%)
     $(0.03)               0.56%
      (0.03)               0.62%
      (0.01)               0.03%
         --                0.14%
      (0.01)               0.03%
         --                0.15%
      (0.01)               0.05%
         --                0.17%
     $   --               (0.69%)
         --                0.06%
         --               (1.20%)
         --               (0.44%)
         --               (1.21%)
         --               (0.45%)
         --               (1.22%)
         --               (0.41%)
</TABLE>


(1) Commenced operations on July 28, 1997.
(2) Total  return  for Class X shares  does not  reflect  the  payment  of bonus
shares.
(3) Annualized for periods less than one year.
(4) Commenced operations on December 31, 1997.
(5) Commenced operations on August 19, 1998.
* Unaudited.
Per share data has been  calculated  based on the average daily number of shares
outstanding throughout the period.



<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                             Increase (Decrease) from
                                                               Investment Operations
                                          Net Asset  -----------------------------------------
                                            Value         Net        Net Realized   Total from
                               Period     Beginning   Investment     & Unrealized   Investment
                               Ended      of Period  Income (Loss)   Gain (Loss)    Operations
                              --------    ---------  -------------   ------------   ----------
<S>                           <C>         <C>        <C>             <C>            <C>
ASAF MARSICO
CAPITAL GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99*    $ 10.13      $(0.03)         $ 3.52        $ 3.49
                              10/31/98(1)    10.00        0.01            0.12          0.13
  Class B                     04/30/99*      10.12       (0.06)           3.52          3.46
                              10/31/98(1)    10.00          --            0.12          0.12
  Class C                     04/30/99*      10.11       (0.06)           3.52          3.46
                              10/31/98(1)    10.00          --            0.11          0.11
  Class X                     04/30/99*      10.11       (0.06)           3.51          3.45
                              10/31/98(1)    10.00          --            0.11          0.11
ASAF NEUBERGER BERMAN
MID-CAP GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99*    $ 11.81      $(0.07)         $ 2.83        $ 2.76
                              10/31/98(1)    10.00       (0.01)           1.82          1.81
  Class B                     04/30/99*      11.79       (0.11)           2.82          2.71
                              10/31/98(1)    10.00       (0.01)           1.80          1.79
  Class C                     04/30/99*      11.79       (0.11)           2.83          2.72
                              10/31/98(1)    10.00       (0.01)           1.80          1.79
  Class X                     04/30/99*      11.79       (0.11)           2.82          2.71
                              10/31/98(1)    10.00       (0.01)           1.80          1.79
ASAF NEUBERGER BERMAN
MID-CAP VALUE FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99*    $ 10.23      $ 0.03          $ 1.89        $ 1.92
                              10/31/98(1)    10.00        0.02            0.21          0.23
  Class B                     04/30/99*      10.22          --            1.89          1.89
                              10/31/98(1)    10.00        0.01            0.21          0.22
  Class C                     04/30/99*      10.22          --            1.89          1.89
                              10/31/98(1)    10.00          --            0.22          0.22
  Class X                     04/30/99*      10.22          --            1.88          1.88
                              10/31/98(1)    10.00        0.01            0.21          0.22

<CAPTION>

                                           Less Distributions
                               ------------------------------------------
                                From Net     In Excess of
                               Investment   Net Investment   From Capital
                                 Income         Income          Gains
                               ----------   --------------   ------------
<S>                            <C>          <C>              <C>
ASAF MARSICO
CAPITAL GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                         $(0.01)        $   --          $   --
                                     --             --              --
  Class B                            --             --              --
                                     --             --              --
  Class C                            --             --              --
                                     --             --              --
  Class X                            --             --              --
                                     --             --              --
ASAF NEUBERGER BERMAN
MID-CAP GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                         $   --         $   --          $(0.15)
                                     --             --              --
  Class B                            --             --           (0.15)
                                     --             --              --
  Class C                            --             --           (0.15)
                                     --             --              --
  Class X                            --             --           (0.15)
                                     --             --              --
ASAF NEUBERGER BERMAN
MID-CAP VALUE FUND:
- ----------------------------
- ----------------------------
 Class A                         $(0.03)        $   --          $   --
                                     --             --              --
  Class B                         (0.01)            --              --
                                     --             --              --
  Class C                         (0.01)            --              --
                                     --             --              --
  Class X                         (0.01)            --              --
                                     --             --              --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                Ratios of Expenses
                                          Supplemental Data                    to Average Net Assets
                                -------------------------------------   -----------------------------------
                  Net Asset                 Net Assets at   Portfolio
    Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
Distributions   End of Period   Return(2)    (In 000's)       Rate      Reimbursement(3)   Reimbursement(3)
- -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
<S>             <C>             <C>         <C>             <C>         <C>                <C>
   $(0.01)         $13.61         34.59%      $ 55,760          56%           1.75%               1.94%
       --           10.13          1.20%         7,037          67%           1.75%               2.84%
       --           13.58         34.32%       137,619          56%           2.25%               2.45%
       --           10.12          1.10%        17,994          67%           2.25%               3.29%
       --           13.57         34.22%        70,880          56%           2.25%               2.45%
       --           10.11          1.10%        11,012          67%           2.25%               3.44%
       --           13.56         34.26%        30,858          56%           2.25%               2.44%
       --           10.11          1.10%         5,746          67%           2.25%               3.22%
   $(0.15)         $14.42         23.42%      $  5,414          52%           1.75%               2.95%
       --           11.81         18.00%           587         122%           1.75%               5.66%
    (0.15)          14.35         23.04%        10,706          52%           2.25%               3.44%
       --           11.79         17.80%           991         122%           2.25%              15.98%
    (0.15)          14.36         23.02%         5,897          52%           2.25%               3.47%
       --           11.79         17.90%           903         122%           2.25%              20.25%
    (0.15)          14.35         22.93%         3,726          52%           2.25%               3.52%
       --           11.79         17.90%           509         122%           2.25%              10.43%
   $(0.03)         $12.12         18.83%      $  3,667          64%           1.75%               3.43%
       --           10.23          2.30%           717           3%           1.75%               9.44%
    (0.01)          12.10         18.53%         8,584          64%           2.25%               3.95%
       --           10.22          2.20%         1,886           3%           2.25%               9.10%
    (0.01)          12.10         18.53%         3,479          64%           2.25%               3.97%
       --           10.22          2.20%           997           3%           2.25%              13.91%
    (0.01)          12.09         18.43%         2,102          64%           2.25%               3.95%
       --           10.22          2.20%           295           3%           2.25%              12.90%

<CAPTION>

               Ratio of Net Investment
    Total         Income (Loss) to
Distributions   Average Net Assets(3)
- -------------  -----------------------
<S>            <C>
   $(0.01)              (0.51%)
       --                0.72%
       --               (1.02%)
       --                0.25%
       --               (1.01%)
       --                0.24%
       --               (1.02%)
       --                0.20%
   $(0.15)              (1.07%)
       --               (0.52%)
    (0.15)              (1.59%)
       --               (0.78%)
    (0.15)              (1.60%)
       --               (0.72%)
    (0.15)              (1.61%)
       --               (0.67%)
   $(0.03)               0.48%
       --                0.87%
    (0.01)              (0.03%)
       --                0.47%
    (0.01)              (0.03%)
       --                0.26%
    (0.01)              (0.04%)
       --                0.34%
</TABLE>


(1) Commenced operations on August 19, 1998.
(2) Calculated from July 28, 1997 (Date of initial shares sold subsequent to the
effective date of the Funds' registration  statement under The Securities Act of
1933).
(3) Total  return  for Class X shares  does not  reflect  the  payment  of bonus
shares.
(4) Portfolio  Turnover  Rates for the ASAF T. Rowe Price  International  Equity
Fund,  ASAF Janus  Capital  Growth  Fund and ASAF  INVESCO  Equity  Income  Fund
represent the Portfolio Turnover Rates for the corresponding Master Portfolios.
(5) Annualized for periods less than one year.
  *For the ASAF T. Rowe Price  International  Equity  Fund,  ASAF Janus  Capital
   Growth Fund and ASAF  INVESCO  Equity  Income Fund,  represents  the combined
   ratios for the fund and its  respective  pro rata share of its  corresponding
   Master Portfolio.
  ** Unaudited.
Per share data has been  calculated  based on the average daily number of shares
outstanding throughout the period.



<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                             Increase (Decrease) from
                                                               Investment Operations
                                          Net Asset  -----------------------------------------
                                            Value         Net        Net Realized   Total from
                               Period     Beginning   Investment     & Unrealized   Investment
                               Ended      of Period  Income (Loss)   Gain (Loss)    Operations
                              --------    ---------  -------------   ------------   ----------
<S>                           <C>         <C>        <C>             <C>            <C>
ASAF T. ROWE PRICE
INTERNATIONAL
EQUITY FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99**   $  9.39      $(0.01)         $ 1.13        $ 1.12
                              10/31/98        8.93       (0.02)           0.48          0.46
                              10/31/97(1)     9.74        0.01           (0.82)        (0.81)
  Class B                     04/30/99**      9.59       (0.04)           1.17          1.13
                              10/31/98        9.16       (0.07)           0.50          0.43
                              10/31/97(1)    10.00       (0.01)          (0.83)        (0.84)
  Class C                     04/30/99**      9.57       (0.05)           1.18          1.13
                              10/31/98        9.16       (0.06)           0.47          0.41
                              10/31/97(1)    10.00       (0.01)          (0.83)        (0.84)
  Class X                     04/30/99**      9.61       (0.05)           1.18          1.13
                              10/31/98        9.18       (0.07)           0.50          0.43
                              10/31/97(1)    10.00       (0.01)          (0.81)        (0.82)
ASAF JANUS
CAPITAL GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99**   $ 14.41      $(0.07)         $ 6.41        $ 6.34
                              10/31/98       11.40       (0.01)           3.05          3.04
                              10/31/97(1)    11.18        0.09            0.13          0.22
  Class B                     04/30/99**     12.87       (0.10)           5.70          5.60
                              10/31/98       10.19       (0.08)           2.77          2.69
                              10/31/97(1)    10.00        0.06            0.13          0.19
  Class C                     04/30/99**     12.85       (0.10)           5.68          5.58
                              10/31/98       10.19       (0.08)           2.75          2.67
                              10/31/97(1)    10.00        0.05            0.14          0.19
  Class X                     04/30/99**     12.88       (0.10)           5.71          5.61
                              10/31/98       10.20       (0.09)           2.78          2.69
                              10/31/97(1)    10.00        0.05            0.15          0.20
ASAF INVESCO
EQUITY INCOME FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99**   $ 11.75      $ 0.09          $ 1.77        $ 1.86
                              10/31/98       10.45        0.22            1.20          1.42
                              10/31/97(1)     9.98        0.14            0.33          0.47
  Class B                     04/30/99**     11.77        0.06            1.76          1.82
                              10/31/98       10.45        0.15            1.24          1.39
                              10/31/97(1)    10.00        0.10            0.35          0.45
  Class C                     04/30/99**     11.77        0.06            1.76          1.82
                              10/31/98       10.46        0.15            1.23          1.38
                              10/31/97(1)    10.00        0.10            0.36          0.46
  Class X                     04/30/99**     11.76        0.06            1.76          1.82
                              10/31/98       10.45        0.15            1.23          1.38
                              10/31/97(1)    10.00        0.11            0.34          0.45

<CAPTION>

                                           Less Distributions
                               ------------------------------------------
                                From Net     In Excess of
                               Investment   Net Investment   From Capital
                                 Income         Income          Gains
                               ----------   --------------   ------------
<S>                            <C>          <C>              <C>
ASAF T. ROWE PRICE
INTERNATIONAL
EQUITY FUND:
- ----------------------------
- ----------------------------
 Class A                        $ (0.07)        $   --          $   --
                                     --             --              --
                                     --             --              --
  Class B                         (0.02)            --              --
                                     --             --              --
                                     --             --              --
  Class C                         (0.02)            --              --
                                     --             --              --
                                     --             --              --
  Class X                         (0.02)            --              --
                                     --             --              --
                                     --             --              --
ASAF JANUS
CAPITAL GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                        $    --         $   --          $   --
                                  (0.02)         (0.01)             --
                                     --             --              --
  Class B                            --             --              --
                                  (0.01)            --              --
                                     --             --              --
  Class C                            --             --              --
                                  (0.01)            --              --
                                     --             --              --
  Class X                            --             --              --
                                  (0.01)            --              --
                                     --             --              --
ASAF INVESCO
EQUITY INCOME FUND:
- ----------------------------
- ----------------------------
 Class A                        $ (0.08)        $   --          $   --
                                  (0.12)            --              --
                                     --             --              --
  Class B                         (0.04)            --              --
                                  (0.07)            --              --
                                     --             --              --
  Class C                         (0.04)            --              --
                                  (0.07)            --              --
                                     --             --              --
  Class X                         (0.04)            --              --
                                  (0.07)            --              --
                                     --             --              --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                Ratios of Expenses
                                          Supplemental Data                   to Average Net Assets*
                                -------------------------------------   -----------------------------------
                  Net Asset                 Net Assets at   Portfolio
    Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
Distributions   End of Period   Return(2)    (In 000's)      Rate(3)    Reimbursement(4)   Reimbursement(4)
- -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
<S>             <C>             <C>         <C>             <C>         <C>                <C>
   $ (0.07)        $10.44         11.93%      $  3,244          12%           2.10%               3.78%
        --           9.39          5.15%         1,685          20%           2.10%               6.06%
        --           8.93         (8.32%)          218           1%           2.10%              51.87%
     (0.02)         10.70         11.76%         5,904          12%           2.60%               4.29%
        --           9.59          4.69%         3,318          20%           2.60%               6.50%
        --           9.16         (8.40%)          390           1%           2.60%              38.12%
     (0.02)         10.68         11.78%         3,459          12%           2.60%               4.29%
        --           9.57          4.48%         2,282          20%           2.60%               6.55%
        --           9.16         (8.40%)          198           1%           2.60%              33.95%
     (0.02)         10.72         11.74%         6,251          12%           2.60%               4.30%
        --           9.61          4.68%         5,144          20%           2.60%               6.54%
        --           9.18         (8.20%)          756           1%           2.60%              46.77%
   $    --         $20.75         44.00%      $133,537           7%           1.70%               1.88%
     (0.03)         14.41         26.77%        24,558          77%           1.70%               2.65%
        --          11.40          1.97%           706          83%           1.70%              26.77%
        --          18.47         43.51%       336,036           7%           2.20%               2.38%
     (0.01)         12.87         26.40%        56,582          77%           2.20%               3.14%
        --          10.19          1.90%         1,718          83%           2.20%              16.45%
        --          18.43         43.42%       127,523           7%           2.20%               2.38%
     (0.01)         12.85         26.20%        21,710          77%           2.20%               3.13%
        --          10.19          1.90%           452          83%           2.20%              15.78%
        --          18.49         43.56%        94,620           7%           2.20%               2.38%
     (0.01)         12.88         26.37%        36,575          77%           2.20%               3.16%
        --          10.20          2.00%         1,474          83%           2.20%              24.39%
   $ (0.08)        $13.53         15.85%      $ 19,820          43%           1.55%               1.92%
     (0.12)         11.75         13.64%         8,911          70%           1.55%               2.86%
        --          10.45          4.71%           471          46%           1.55%              29.14%
     (0.04)         13.55         15.53%        45,105          43%           2.05%               2.42%
     (0.07)         11.77         13.30%        18,045          70%           2.05%               3.38%
        --          10.45          4.50%         1,408          46%           2.05%              19.54%
     (0.04)         13.55         15.53%        20,191          43%           2.05%               2.42%
     (0.07)         11.77         13.19%         8,362          70%           2.05%               3.33%
        --          10.46          4.60%           255          46%           2.05%              20.89%
     (0.04)         13.54         15.54%        27,659          43%           2.05%               2.42%
     (0.07)         11.76         13.21%        18,296          70%           2.05%               3.35%
        --          10.45          4.50%         1,174          46%           2.05%              36.25%

<CAPTION>

               Ratio of Net Investment
    Total         Income (Loss) to
Distributions  Average Net Assets(4)*
- -------------  -----------------------
<S>            <C>
   $ (0.07)             (0.43%)
        --              (0.16%)
        --               0.07%
     (0.02)             (0.97%)
        --              (0.70%)
        --              (0.51%)
     (0.02)             (1.04%)
        --              (0.58%)
        --              (0.53%)
     (0.02)             (1.09%)
        --              (0.68%)
        --              (0.28%)
   $    --              (0.69%)
     (0.03)             (0.24%)
        --               2.72%
        --              (1.19%)
     (0.01)             (0.74%)
        --               2.27%
        --              (1.19%)
     (0.01)             (0.75%)
        --               1.95%
        --              (1.18%)
     (0.01)             (0.76%)
        --               2.05%
   $ (0.08)              1.38%
     (0.12)              1.72%
        --               4.81%
     (0.04)              0.88%
     (0.07)              1.27%
        --               3.68%
     (0.04)              0.87%
     (0.07)              1.27%
        --               3.82%
     (0.04)              0.88%
     (0.07)              1.27%
        --               4.05%
</TABLE>

(1) Calculated from July 28, 1997 (Date of initial shares sold subsequent to the
effective date of the Funds' registration  statement under The Securities Act of
1933.
(2) Total  return  for Class X shares  does not  reflect  the  payment  of bonus
shares.
(3)  Represents   Portfolio  Turnover  Rate  in  corresponding   Master
Portfolios.
(4) Annualized for periods less than one year.
* Represents the combined  ratios for the  respective  fund and its respective
pro rata share of its Master  Portfolio.
** Unaudited.
Per share data has been  calculated  based on the average daily number of shares
outstanding throughout the period.

See Notes to Financial Statements.


<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                             Increase (Decrease) from
                                                               Investment Operations
                                          Net Asset  -----------------------------------------
                                            Value         Net        Net Realized   Total from
                               Period     Beginning   Investment     & Unrealized   Investment
                               Ended      of Period  Income (Loss)   Gain (Loss)    Operations
                              --------    ---------  -------------   ------------   ----------
<S>                           <C>         <C>        <C>             <C>            <C>
ASAF TOTAL
RETURN BOND FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99**   $ 10.79      $ 0.33          $(0.28)       $ 0.05
                              10/31/98       10.28        0.35            0.54          0.89
                              10/31/97(1)    10.07        0.15            0.09          0.24
  Class B                     04/30/99**     10.68        0.29           (0.27)         0.02
                              10/31/98       10.16        0.31            0.53          0.84
                              10/31/97(1)    10.00        0.10            0.09          0.19
  Class C                     04/30/99**     10.67        0.29           (0.26)         0.03
                              10/31/98       10.16        0.31            0.52          0.83
                              10/31/97(1)    10.00        0.10            0.09          0.19
  Class X                     04/30/99**     10.69        0.27           (0.25)         0.02
                              10/31/98       10.17        0.34            0.50          0.84
                              10/31/97(1)    10.00        0.09            0.10          0.19
ASAF JPM
MONEY MARKET FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99**   $  1.00      $0.020          $   --        $0.020
                              10/31/98        1.00       0.039              --         0.039
                              10/31/97(1)     1.00       0.009              --         0.009
  Class B                     04/30/99**      1.00       0.010              --         0.010
                              10/31/98        1.00       0.033              --         0.033
                              10/31/97(1)     1.00       0.007              --         0.007
  Class C                     04/30/99**      1.00       0.010              --         0.010
                              10/31/98        1.00       0.034              --         0.034
                              10/31/97(1)     1.00       0.007              --         0.007
  Class X                     04/30/99**      1.00       0.010              --         0.010
                              10/31/98        1.00       0.034              --         0.034
                              10/31/97(1)     1.00       0.008              --         0.008

<CAPTION>

                                           Less Distributions
                               ------------------------------------------
                                From Net     In Excess of
                               Investment   Net Investment   From Capital
                                 Income         Income          Gains
                               ----------   --------------   ------------
<S>                            <C>          <C>              <C>
ASAF TOTAL
RETURN BOND FUND:
- ----------------------------
- ----------------------------
 Class A                        $ (0.31)        $   --          $(0.07)
                                  (0.38)            --              --
                                  (0.03)            --              --
  Class B                         (0.28)            --           (0.07)
                                  (0.32)            --              --
                                  (0.03)            --              --
  Class C                         (0.28)            --           (0.07)
                                  (0.32)            --              --
                                  (0.03)            --              --
  Class X                         (0.28)            --           (0.07)
                                  (0.32)            --              --
                                  (0.02)            --              --
ASAF JPM
MONEY MARKET FUND:
- ----------------------------
- ----------------------------
 Class A                        $(0.020)        $   --          $   --
                                 (0.039)            --              --
                                 (0.009)            --              --
  Class B                        (0.010)            --              --
                                 (0.033)            --              --
                                 (0.007)            --              --
  Class C                        (0.010)            --              --
                                 (0.034)            --              --
                                 (0.007)            --              --
  Class X                        (0.010)            --              --
                                 (0.034)            --              --
                                 (0.008)            --              --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                Ratios of Expenses
                                          Supplemental Data                   to Average Net Assets*
                                -------------------------------------   -----------------------------------
                  Net Asset                 Net Assets at   Portfolio
    Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
Distributions   End of Period   Return(2)    (In 000's)      Rate(3)    Reimbursement(4)   Reimbursement(4)
- -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
<S>             <C>             <C>         <C>             <C>         <C>                <C>
   $ (0.38)        $10.46          0.09%      $ 14,814          70%           1.40%               1.78%
     (0.38)         10.79          8.78%         6,034         418%           1.40%               2.93%
     (0.03)         10.28          2.39%            61          93%           1.40%              66.92%
     (0.35)         10.35         (0.18%)       50,076          70%           1.90%               2.28%
     (0.32)         10.68          8.36%        17,821         418%           1.90%               3.58%
     (0.03)         10.16          1.90%           547          93%           1.90%              39.35%
     (0.35)         10.35         (0.09%)       18,468          70%           1.90%               2.29%
     (0.32)         10.67          8.25%         8,743         418%           1.90%               3.52%
     (0.03)         10.16          1.93%           165          93%           1.90%              33.68%
     (0.35)         10.36         (0.17%)       17,287          70%           1.90%               2.29%
     (0.32)         10.69          8.35%        11,698         418%           1.90%               3.68%
     (0.02)         10.17          1.94%           410          93%           1.90%              67.46%
   $(0.020)        $ 1.00          1.71%      $ 19,568         N/A            1.50%               1.66%
    (0.039)          1.00          3.94%         7,372         N/A            1.50%               2.42%
    (0.009)          1.00          0.92%           307         N/A            1.50%              31.53%
    (0.010)          1.00          1.45%        31,328         N/A            2.00%               2.16%
    (0.033)          1.00          3.39%        16,554         N/A            2.00%               2.89%
    (0.007)          1.00          0.75%           354         N/A            2.00%              37.83%
    (0.010)          1.00          1.46%        13,160         N/A            2.00%               2.16%
    (0.034)          1.00          3.42%         6,895         N/A            2.00%               3.07%
    (0.007)          1.00          0.71%           332         N/A            2.00%              24.34%
    (0.010)          1.00          1.46%        17,733         N/A            2.00%               2.17%
    (0.034)          1.00          3.42%        12,533         N/A            2.00%               3.18%
    (0.008)          1.00          0.77%           566         N/A            2.00%              39.71%

<CAPTION>

               Ratio of Net Investment
    Total         Income (Loss) to
Distributions  Average Net Assets(4)*
- -------------  -----------------------
<S>            <C>
   $ (0.38)              5.15%
     (0.38)              4.76%
     (0.03)              4.42%
     (0.35)              4.61%
     (0.32)              4.23%
     (0.03)              4.13%
     (0.35)              4.66%
     (0.32)              4.27%
     (0.03)              4.32%
     (0.35)              4.71%
     (0.32)              4.25%
     (0.02)              3.94%
   $(0.020)              3.38%
    (0.039)              3.90%
    (0.009)              3.34%
    (0.010)              2.89%
    (0.033)              3.30%
    (0.007)              2.98%
    (0.010)              2.90%
    (0.034)              3.40%
    (0.007)              2.85%
    (0.010)              2.92%
    (0.034)              3.42%
    (0.008)              2.97%
</TABLE>

(1) Calculated from July 28, 1997 (Date of initial shares sold subsequent to the
    effective date of the Funds' registration statement under The Securities Act
    of 1933.)
(2) Total return for Class X shares does not reflect the payment of bonus
shares.
(3) Represents Portfolio Turnover Rate in corresponding Master Portfolios.
(4) Annualized for periods less than one year.
 * Represents the combined ratios for the respective fund and its respective pro
rata share of its Master Portfolio.
 ** Unaudited.
Per share data has been calculated based on the average daily number of shares
outstanding throughout the period.

See Notes to Financial Statements.

<PAGE>


                   Certain Risk Factors and Investment Methods

             The following is a description of certain securities and investment
methods that the Funds and  Portfolios  may invest in or use, and certain of the
risks  associated  with such  securities  and  investment  methods.  The primary
investment focus of each Fund and Portfolio is described above under "Investment
Programs of the Funds," and an investor  should  refer to that section to obtain
information about each Fund and Portfolio. In general, whether a particular Fund
or  Portfolio  may invest in a specific  type of security  or use an  investment
method is described above or in the Company's SAI under "Investment  Programs of
the Funds." As noted below, however, certain risk factors and investment methods
apply to all or most of the Funds or Portfolios. Any reference to the "Funds" in
the discussion below generally includes the Non-Feeder Funds and Portfolios.

DERIVATIVE INSTRUMENTS:

             To the extent  permitted by the investment  objectives and policies
of a Fund,  a Fund may  invest  in  securities  and other  instruments  that are
commonly  referred to as  "derivatives."  For instance,  a Fund 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 Fund 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.
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 Fund to set aside assets to meet its obligations with respect
to derivatives  may result in a Fund being unable to purchase or sell securities
when it would  otherwise  be  favorable  to do so, or in a Fund  needing to sell
securities at a disadvantageous time. A Fund may also be unable to close out its
derivatives  positions  when  desired.  There is no  assurance  that a Fund will
engage in derivative  transactions.  Certain derivative  instruments and some of
their risks are described in more detail below.

             Options.  Most of the Funds  (except  for the ASMT  INVESCO  Equity
Income  Portfolio,  the ASAF  Federated  High Yield Bond Fund,  and the ASMT JPM
Money  Market   Portfolio)  may  engage  in  at  least  some  types  of  options
transactions.  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 Fund will pay a premium to the party  writing  the option when it
purchases  an  option.  In order  for a call  option  purchased  by a Fund 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 Funds  will  write  call  options  only if they are
covered (i.e., the Fund owns the security subject to the option or has the right
to acquire it without additional cost). By writing a call option, a Fund 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 Fund 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
Fund 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 Fund 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 Fund 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 Fund 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 Fund (except the ASAF
Neuberger  Berman Mid-Cap  Growth Fund, the ASAF Neuberger  Berman Mid-Cap Value
Fund,  the ASAF Lord Abbett  Growth and Income  Fund,  the ASMT  INVESCO  Equity
Income  Portfolio,  the ASAF  Federated  High Yield Bond Fund,  and the ASMT JPM
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 Fund 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.

             Pursuant to regulations of the Commodity Futures Trading Commission
("CFTC"), no Fund 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 Fund's net assets; and

             (ii) enter into any futures  contracts if the  aggregate  amount of
that Fund's  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 Fund's  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 Fund  against
potential  adverse  movements  in the  relevant  financial  markets  using these
instruments,  and such markets do not move in the predicted direction,  the Fund
could be left in a less favorable  position than if such strategies had not been
used.  A Fund's  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 Fund 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.

FOREIGN SECURITIES:

             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,  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 Company's 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.

             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 Funds 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.
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.

             Currency  Fluctuations.  Investments  in foreign  securities may be
denominated in foreign currencies. The value of a Fund's investments denominated
in foreign  currencies may be affected,  favorably or  unfavorably,  by exchange
rates and exchange control regulations.  A Fund's share price and the amounts it
distributes to  shareholders  in dividends 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 Fund may incur costs in  connection  with  conversions
between various currencies.

             While the introduction of a single  currency,  the euro, on January
1, 1999 for  participating  nations in the European  Economic and Monetary Union
generally  occurred without  significant market or operational  disruption,  the
euro  still  presents  certain  political  and  economic  uncertainties.   These
uncertainties may include  political  reaction against the euro in participating
nations  and  operational  difficulties  as the  result  of the fact  that  some
securities  still  pay  dividends  and  interest  in the old  currencies.  These
uncertainties  could cause market  disruptions,  and could adversely  affect the
value of securities held by the Funds.

             Foreign  Currency  Transactions.  A Fund 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 fund
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 Fund may enter into a
forward contract 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  Fund's
Sub-advisor  believes  that the currency of a  particular  country may suffer or
enjoy a significant  movement compared to another  currency,  the Fund 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 Fund 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 Fund's  securities  or
other  assets  denominated  in that  currency,  or will  sell an amount of proxy
currency  in  excess  of the  value of  securities  denominated  in the  related
currency.  The effect of entering into a forward  contract on a Fund 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
Fund's losses on securities  denominated in foreign currency, it may also reduce
the potential  for gain on the  securities  if the  currency's  value moves in a
direction not anticipated by the Sub-advisor.

COMMON AND PREFERRED STOCKS:

           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 company's  income for purposes of receiving  dividend
payments and on the company's  assets in the event of liquidation.  (Some of the
Sub-advisors  consider  preferred stocks to be equity securities for purposes of
the various Funds' 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 company's  stock price, so
common  stocks  generally  have  the  greatest   appreciation  and  depreciation
potential of all corporate securities.

FIXED INCOME SECURITIES:

         Most of the Funds,  including the Funds 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 Moody's Investors  Service,  Inc.
("Moody's") and Standard & Poor's  Corporation  ("S&P"),  which are described in
detail in the Appendix to the Company's 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 Fund assets invested in lower-rated securities generally will increase
the Fund's  income,  but also will increase the credit risk to which the Fund 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 Moody's 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-advisor's 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.

             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:

             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  issuer's   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 Fund 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-backed  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 Fund  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-backed  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:

             Asset-backed securities conceptually are similar to mortgage-backed
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-backed securities.

CONVERTIBLE SECURITIES AND WARRANTS:

             Certain  of  the  Funds  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  issuer's  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  Funds  (other  than  the  ASAF  Founders  International  Small
Capitalization Fund, ASAF T. Rowe Price Small Company Value Fund, ASAF Neuberger
Berman  Mid-Cap  Growth  Fund,   Neuberger   Berman  Mid-Cap  Value  Fund,  ASAF
Oppenheimer  Large-Cap Growth Fund, ASAF Lord Abbett Growth and Income Fund, and
ASAF  INVESCO  Equity  Income Fund) 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 Fund 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 Fund may lose
the  opportunity  to obtain a  favorable  price and yield.  While the Funds will
generally engage in such  when-issued,  delayed-delivery  or forward  commitment
transactions  with the intent of actually  acquiring the securities,  a Fund may
sometimes sell such a security prior to the settlement  date. The ASMT JPM Money
Market Portfolio will not enter into these  commitments if they would exceed 15%
of the  value of the  Fund's  total  assets  less  its  liabilities  other  than
liabilities created by these commitments.

             Certain  Funds may also sell  securities on a  delayed-delivery  or
forward commitment basis. If the Fund 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 Fund could suffer a loss.

ILLIQUID AND RESTRICTED SECURITIES:

             Subject to  guidelines  adopted by the  Directors of the Company or
Trustees  of the  Trust,  each Fund may  invest  up to 15% of its net  assets in
illiquid  securities  (except for the ASMT JPM Money Market Portfolio,  which is
limited to 10% of its net  assets,  and the ASAF  Oppenheimer  Large-Cap  Growth
Fund, 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 Fund has
valued the investment.  Therefore, a Fund 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 Fund's  Sub-advisor under the guidelines  adopted by the Directors
of the Company.  However,  the  liquidity of a Fund's  investments  in Rule 144A
securities could be impaired if trading does not develop or declines.

REPURCHASE AGREEMENTS:

             Each Fund (other than the ASAF Lord Abbett  Growth and Income Fund)
may enter into repurchase  agreements.  Repurchase  agreements are agreements by
which a Fund 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.
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 Fund's  limit on illiquid
securities.

             A Fund that enters into a  repurchase  agreement  may lose money in
the event  that the  other  party  defaults  on its  obligation  and the Fund is
delayed or prevented from disposing of the collateral. A Fund 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 ASAF Neuberger  Berman Mid-Cap Growth Fund will not invest more
than 25% of its net assets in repurchase agreements.

REVERSE REPURCHASE AGREEMENTS:

             Certain  Funds  (specifically,  the ASAF AIM  International  Equity
Fund, ASAF Janus Overseas Growth Fund, the ASAF Neuberger  Berman Mid-Cap Growth
Fund,  the ASAF Neuberger  Berman  Mid-Cap Value Fund, the ASAF Marsico  Capital
Growth  Fund,  the ASMT Janus  Capital  Growth  Portfolio,  the ASMT PIMCO Total
Return Bond Portfolio,  and the ASMT JPM Money Market  Portfolio) may enter into
reverse repurchase agreements. In a reverse repurchase agreement, a Fund 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  Fund  and,  like  borrowing  money,  may  increase
fluctuations  in a Fund's share price.  When entering into a reverse  repurchase
agreement,  a Fund must set aside on its books cash or other liquid assets in an
amount sufficient to meet its repurchase obligation.

BORROWING:

             Each Fund may borrow money from banks.  Each Fund's  borrowings are
limited so that immediately  after such borrowing the value of the Fund's assets
(including  borrowings)  less its liabilities  (not including  borrowings) is at
least three times the amount of the  borrowings.  Should a Fund, for any reason,
have  borrowings  that do not meet the above  test,  such Fund must  reduce such
borrowings so as to meet the necessary test within three business days.  Certain
Funds (the ASAF Founders  International Small  Capitalization Fund, the ASAF AIM
International  Equity Fund, the ASAF  Neuberger  Berman Mid-Cap Growth Fund, the
ASAF  Neuberger  Berman  Mid-Cap  Value  Fund  and the  ASMT  JPM  Money  Market
Portfolio) will not purchase securities when outstanding  borrowings are greater
than 5% of the Fund's total assets. If a Fund borrows money, its share price may
fluctuate more widely until the borrowing is repaid.

LENDING PORTFOLIO SECURITIES:

         Each  Fund  may  lend  securities  with a value of up to 33 1/3% of its
total  assets to  broker-dealers,  institutional  investors,  or others  for the
purpose of  realizing  additional  income.  Voting  rights on loaned  securities
typically  pass to the  borrower,  although a Fund 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.  Nonetheless,  lending securities involves certain risks,  including
the risk  that  the Fund  will be  delayed  or  prevented  from  recovering  the
collateral if the borrower fails to return a loaned security.

OTHER INVESTMENT COMPANIES:

             The Company has made  arrangements with certain money market mutual
funds so that the  Sub-advisors  for the various  Funds can "sweep"  excess cash
balances  of the Fund to those  funds  for  temporary  investment  purposes.  In
addition, certain Sub-advisors may invest Fund assets in money market funds that
they  advise  or in other  investment  companies.  Mutual  funds  pay  their own
operating expenses, and the Funds, as shareholders in the funds, will indirectly
pay their proportionate share of such funds' expenses.

SHORT SALES "AGAINST THE BOX":

             While none of the Funds will make short sales  generally,  the ASAF
AIM  International  Equity Fund, the ASAF Janus  Overseas  Growth Fund, the ASAF
Janus  Small-Cap  Growth Fund,  the ASAF Janus Capital Growth Fund, the ASAF MFS
Growth with Income Fund and the ASAF American  Century  Strategic  Balanced Fund
may make short sales  "against  the box." A short sale  against the box involves
selling a  security  that the Fund  owns,  or has the  right to  obtain  without
additional cost, for delivery at a specified date in the future. A Fund 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 Fund loses the opportunity to participate in the gain.

YEAR 2000 RISKS:

             Many  services  provided  to  the  Company  and  its  Funds  by the
Investment Manager, the Sub-advisors,  and the Company's other service providers
(collectively,  the  "Service  Providers")  rely  on the  functioning  of  their
respective  computer systems.  Many computer systems cannot distinguish the year
2000 from the year 1900,  with  resulting  potential  difficulty  in  performing
various  systems  functions  (the "Year 2000 Issue").  The Year 2000 Issue could
potentially  have an adverse  impact on the  handling  of security  trades,  the
payment of interest and dividends,  pricing,  account services and other Company
operations.

             The Service  Providers  recognize  the  importance of the Year 2000
Issue and have  advised the Company  that they are taking  appropriate  steps in
preparation for the year 2000. At this time,  there can be no assurance that the
actions taken by the Service  Providers,  who are generally not affiliated  with
the  Investment  Manager,  will be sufficient to avoid any adverse impact on the
Funds,  nor can there be any assurance that the Year 2000 Issue will not have an
adverse  effect on the Funds'  investments  or on global  markets  or  economies
generally. In addition, it has been reported that foreign institutions have made
less progress in addressing the Year 2000 Issue than major U.S. entities,  which
could adversely effect the Funds' foreign investments.


             The  Investment   Manager  and  the  Company  are  seeking  further
assurances  from  the  Service  Providers  that all of the  systems  they use in
connection  with the  Funds  will be  adapted  in time for the  year  2000.  The
Investment  Manager will continue to monitor the Year 2000 Issue in an effort to
confirm  appropriate  preparation by the Service Providers,  and is coordinating
with the Service  Providers to determine that contingency  plans are in place in
the event of any disruptions to the normal  operations of the Company  resulting
from the Year 2000 Issue.



<PAGE>


Mailing Address
P.O. Box 8012
Boston, MA 02266-8012

Investment Manager
American Skandia Investment Services, Incorporated
One Corporate Drive
Shelton, CT 06484

Sub-Advisors
A I M Capital Management, Inc.
American Century Investment Management, Inc.
Bankers Trust Company
Federated Investment Counseling
Founders Asset Management LLC
INVESCO Funds Group, Inc.
Janus Capital Corporation
J.P. Morgan Investment Management Inc.
Lord, Abbett & Co.
Massachusetts Financial Services Company
Marsico Capital Management, LLC
Neuberger Berman Management Inc.
OppenheimerFunds, Inc.
Pacific Investment Management Company
Rowe Price-Fleming International, Inc.
T. Rowe Price Associates, Inc.

Distributor
American Skandia Marketing, Incorporated
One Corporate Drive
Shelton, CT 06484

Transfer and Dividend Paying Agent
Boston Financial Data Services, Inc.
Two Heritage Drive
Quincy, Massachusetts 02171

Custodians
PNC Bank                                                The Chase Manhattan Bank
Airport Business Center, International Court 2          One Pierrepont Plaza
200 Stevens Drive                                        Brooklyn, NY 11201
Philadelphia, PA 19113

Administrator
PFPC Inc.
103 Bellevue Parkway
Wilmington, DE 19809

Independent Accountants
PricewaterhouseCoopers LLP
2400 Eleven Penn Center
Philadelphia, PA 19103

Legal Counsel
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103


INVESTOR INFORMATION SERVICES:

             The Company provides 24-hour  information  services via a toll-free
number on Fund yields and prices,  dividends,  account balances, and your latest
transaction  as well as the  ability to request  prospectuses,  account  and tax
forms, and duplicate  statements.  In addition,  telephone  representatives  are
available  during normal  business hours to provide the information and services
you need.  Shareholder  inquiries should be made by calling  1-800-SKANDIA or by
writing to "American  Skandia  Advisor  Funds,  Inc." at P.O. Box 8012,  Boston,
Massachusetts  02266-8012.  There may be a small charge for  historical  account
information for prior years.

             Additional  information  about the Funds is included in a Statement
of  Additional  Information,  which  is  incorporated  by  reference  into  this
Prospectus.  Additional information about the Funds' investments is available in
the Funds' annual and semi-annual reports to shareholders.  In the Funds' annual
report,  you will find a  discussion  of the market  conditions  and  investment
strategies that  significantly  affected each Fund's 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.

             The information in Company 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 writing the Public  Reference  Section of the  Commission,
Washington,  D.C. 20549-6009. The information can also be reviewed and copied at
the Commission's  Public Reference Room in Washington,  D.C.  Information on the
operation of the Public Reference Room may be obtained by calling the Commission
at  1-800-SEC-0330.  Finally,  information about the Company is available on the
Commission's Internet site at http://www.sec.gov.



































Investment Company Act File No. 811-08085


<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                NOVEMBER 1, 1999
- --------------------------------------------------------------------------------


                      AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
Table of Contents                                                                                                      Page

<S>     <C>                                                                                                                <C>
General Information........................................................................................................2
Investment Programs of the Funds...........................................................................................2

         ASAF Founders International Small Capitalization Fund.............................................................3
         ASAF T. Rowe Price International Equity Fund......................................................................11
         ASAF AIM International Equity Fund................................................................................20
         ASAF Janus Overseas Growth Fund...................................................................................26
         ASAF Janus Small-Cap Growth Fund..................................................................................29
         ASAF T. Rowe Price Small Company Value Fund.......................................................................33
         ASAF Neuberger Berman Mid-Cap Growth Fund.........................................................................41
         ASAF Neuberger Berman Mid-Cap Value Fund..........................................................................48
         ASAF Oppenheimer Large-Cap Growth Fund............................................................................55
         ASAF Marsico Capital Growth Fund..................................................................................57
         ASAF Janus Capital Growth Fund....................................................................................59
         ASAF Bankers Trust Managed Index 500 Fund.........................................................................62
         ASAF Lord Abbett Growth and Income Fund...........................................................................66
         ASAF MFS Growth with Income Fund..................................................................................67
         ASAF INVESCO Equity Income Fund...................................................................................77
         ASAF American Century Strategic Balanced Fund.....................................................................78
         ASAF Federated High Yield Bond Fund...............................................................................83
         ASAF Total Return Bond Fund.......................................................................................85
         ASAF JPM Money Market Fund........................................................................................98

Fundamental Investment Restrictions........................................................................................100
Certain Risk Factors and Investment Methods................................................................................101
Additional Performance Information.........................................................................................117
Management of the Company..................................................................................................122
Additional Information on the "Master Feeder" Fund Structure...............................................................125
Investment Advisory & Administration Services..............................................................................125
Fund Expenses..............................................................................................................134
Distribution Arrangements..................................................................................................136
Determination of Net Asset Value...........................................................................................139
Additional Information on the Purchase and Redemption of Shares............................................................140
Portfolio Transactions.....................................................................................................141
Additional Tax Considerations..............................................................................................143
Capital Stock of the Company & Principal Holders of Securities.............................................................146
Other Information..........................................................................................................149
Financial Statements.......................................................................................................150
Appendix...................................................................................................................A-1
</TABLE>

- --------------------------------------------------------------------------------
This Statement of Additional  Information ("SAI") is not a prospectus and should
be read in conjunction  with the Company's  current  Prospectus,  dated March 1,
1999. A copy of the Company's Prospectus may be obtained by writing to "American
Skandia Advisor Funds, Inc." at P.O. Box 8012, Boston,  Massachusetts 02266-8012
or by calling 1-800-SKANDIA.

                               GENERAL INFORMATION

     American  Skandia  Advisor  Funds,  Inc.  (the  "Company")  is an  open-end
management  investment  company  comprised  of nineteen  diversified  investment
portfolios (each a "Fund" and together the "Funds"). The Company was established
as a Maryland corporation on March 5, 1997, and had no business history prior to
the Fund's  commencement  of operations  on July 28, 1997.  Five of the Funds --
ASAF T. Rowe Price  International  Equity Fund,  ASAF Janus Capital Growth Fund,
ASAF INVESCO Equity Income Fund,  ASAF Total Return Bond Fund and ASAF JPM Money
Market Fund (each a "Feeder Fund" and together the "Feeder Funds") -- invest all
of their investable assets in a corresponding  portfolio (each a "Portfolio" and
together the  "Portfolios") of American  Skandia Master Trust (the "Trust"),  an
open-end management investment company comprised of five diversified  investment
portfolios. Each Portfolio of the Trust invests in securities in accordance with
an investment objective,  investment policies and limitations identical to those
of its corresponding  Feeder Fund. This  "master/feeder"  fund structure differs
from that of the other Funds of the Company and many other investment  companies
which directly invest and manage their own portfolio of securities.  Those Funds
of the Company which  currently are not organized under a  "master/feeder"  fund
structure (the "Non-Feeder  Funds") retain the right to invest their assets in a
corresponding  Portfolio of the Trust in the future. For additional  information
regarding the "master/feeder" fund structure, see the Company's Prospectus under
"Special  Information on the 'Master  Feeder' Fund Structure" and this SAI under
"Additional Information on the `Master Feeder' Fund Structure."

     American  Skandia  Investment  Services,   Incorporated   ("ASISI"  or  the
"Investment  Manager")  acts as the  investment  manager for both the Non-Feeder
Funds and the Portfolios.  Currently,  ASISI engages the following  sub-advisors
("Sub-advisor(s)")  for the investment  management of each  Non-Feeder  Fund and
Portfolio:  (a) ASAF Founders  International Small Capitalization Fund: Founders
Asset  Management LLC; (b) ASMT T. Rowe Price  International  Equity  Portfolio:
Rowe Price-Fleming International,  Inc.; (c) ASAF AIM International Equity Fund:
A I M Capital  Management,  Inc.;  (d) ASAF Janus  Overseas  Growth Fund:  Janus
Capital  Corporation;  (e) ASAF  Janus  Small-Cap  Growth  Fund:  Janus  Capital
Corporation;  (f) ASAF T. Rowe Price Small  Company  Value  Fund:  T. Rowe Price
Associates,  Inc.;  (g) ASAF Neuberger  Berman  Mid-Cap  Growth Fund:  Neuberger
Berman Management Inc.; (h) ASAF Neuberger Berman Mid-Cap Value Fund:  Neuberger
Berman   Management   Inc.;  (i)  ASAF   Oppenheimer   Large-Cap   Growth  Fund:
OppenheimerFunds,  Inc.; (j) ASAF Marsico  Capital Growth Fund:  Marsico Capital
Management,  LLC.;  (k) ASMT  Janus  Capital  Growth  Portfolio:  Janus  Capital
Corporation;  (l) ASAF  Bankers  Trust  Managed  Index 500 Fund:  Bankers  Trust
Company; (m) ASAF Lord Abbett Growth & Income Fund: Lord, Abbett & Co.; (n) ASAF
MFS Growth with Income Fund:  Massachusetts Financial Services Company; (o) ASMT
INVESCO Equity Income  Portfolio:  INVESCO Funds Group,  Inc.; (p) ASAF American
Century Strategic Balanced Fund: American Century Investment  Management,  Inc.;
(q) ASAF Federated High Yield Bond Fund:  Federated Investment  Counseling;  (r)
ASMT PIMCO Total Return Bond Portfolio:  Pacific Investment  Management Company;
and (s) ASMT JPM Money Market Portfolio: J.P. Morgan Investment Management Inc.

                        INVESTMENT PROGRAMS OF THE FUNDS

     The following  information  supplements,  and should be read in conjunction
with, the discussion in the Prospectus of the investment  objective and policies
of each Fund and Portfolio.  The investment  objective of each Fund or Portfolio
and  supplemental  information  regarding its investment  policies are described
below separately for each Fund or Portfolio.

         The  investment   objective  and,  unless  otherwise   specified,   the
investment  policies  and  limitations  of  each  Fund  and  Portfolio  are  not
"fundamental" policies and may be changed by the Directors of the Company or the
Trustees of the Trust, where applicable,  without  shareholder  approval.  Those
investment  policies  specifically  labeled as  "fundamental,"  including  those
described in the "Fundamental Investment  Restrictions" section of this SAI, may
not be changed without shareholder approval.  Fundamental investment policies of
a Fund or Portfolio may be changed only with the approval of at least the lesser
of (1) 67% or more of the total units of beneficial  interest  ("shares") of the
Fund or  Portfolio  represented  at a  meeting  at  which  more  than 50% of the
outstanding  shares of the Fund or Portfolio are represented,  or (2) a majority
of the outstanding shares of the Fund or Portfolio.

     Notwithstanding any other investment policy of a Fund, each Fund may invest
all of its investable  assets (cash,  securities,  and  receivables  relating to
securities) in an open-end  management  investment company having  substantially
the same investment objective, policies and limitations as the Fund. Those Funds
which  currently  invest all of their  investable  assets in such a manner,  the
Feeder Funds, seek to meet their respective  investment  objectives by investing
all of their investable assets in a corresponding  Portfolio of the Trust, which
in turn invests  directly in a portfolio of securities  in  accordance  with the
investment  objective,   policies  and  limitations  of  its  Feeder  Fund.  The
investment objective, policies and limitations of each Feeder Fund are otherwise
identical  to those of its  corresponding  Portfolio.  As  such,  the  following
discussion  of the Feeder  Funds,  including  references to the Directors of the
Company,  apply equally to the Funds' corresponding  Portfolios and the Trustees
of the Trust, respectively.


ASAF Founders International Small Capitalization Fund:

     Investment  Objective:  The  investment  objective  of the  Fund is to seek
capital growth.

Investment Policies:

     Options On Stock Indices and Stocks.  An option is a right to buy or sell a
security  at a specified  price  within a limited  period of time.  The Fund may
write ("sell")  covered call options on any or all of its portfolio  securities.
In addition,  the Fund may  purchase  options on  securities.  The Fund may also
purchase put and call options on stock indices.

     The  Fund  may  write  ("sell")  options  on any  or  all of its  portfolio
securities  and at such  time and  from  time to time as the  Sub-advisor  shall
determine to be  appropriate.  No specified  percentage  of the Fund's assets is
invested in securities with respect to which options may be written.  The extent
of the Fund's option  writing  activities  will vary from time to time depending
upon the Sub-advisor's evaluation of market, economic and monetary conditions.

     When the Fund  purchases  a  security  with  respect to which it intends to
write an option, it is likely that the option will be written  concurrently with
or  shortly  after  purchase.  The Fund will  write an  option  on a  particular
security only if the Sub-advisor  believes that a liquid  secondary  market will
exist on an exchange for options of the same series,  which will permit the Fund
to enter into a closing purchase transaction and close out its position.  If the
Fund desires to sell a particular security on which it has written an option, it
will effect a closing  purchase  transaction  prior to or concurrently  with the
sale of the security.

     The Fund may  enter  into  closing  purchase  transactions  to  reduce  the
percentage of its assets against which options are written,  to realize a profit
on a previously  written option,  or to enable it to write another option on the
underlying security with either a different exercise price or expiration time or
both.

     Options  written by the Fund will  normally have  expiration  dates between
three and nine months from the date written.  The exercise prices of options may
be  below,  equal  to or above  the  current  market  values  of the  underlying
securities  at the times the options are written.  From time to time for tax and
other  reasons,  the Fund may  purchase an  underlying  security for delivery in
accordance  with an exercise  notice assigned to it, rather than delivering such
security from its portfolio.

     A stock  index  measures  the  movement  of a  certain  group of  stocks by
assigning  relative  values  to the  stocks  included  in the  index.  The  Fund
purchases put options on stock indices to protect the portfolio  against decline
in value.  The Fund  purchases  call  options on stock  indices to  establish  a
position in equities as a temporary substitute for purchasing  individual stocks
that  then may be  acquired  over the  option  period  in a manner  designed  to
minimize  adverse  price  movements.  Purchasing  put and call  options on stock
indices also permits  greater time for  evaluation of  investment  alternatives.
When the  Sub-advisor  believes  that the trend of stock prices may be downward,
particularly  for a short  period of time,  the purchase of put options on stock
indices  may  eliminate  the  need to  sell  less  liquid  stocks  and  possibly
repurchase  them  later.  The purpose of these  transactions  is not to generate
gain,  but to "hedge"  against  possible  loss.  Therefore,  successful  hedging
activity will not produce net gain to the Fund.  Any gain in the price of a call
option is likely  to be  offset  by  higher  prices  the Fund must pay in rising
markets,  as cash reserves are invested.  In declining markets,  any increase in
the price of a put option is likely to be offset by lower prices of stocks owned
by the Fund.

     The Fund may purchase  only those put and call options that are listed on a
domestic  exchange or quoted on the automatic  quotation  system of the National
Association  of Securities  Dealers,  Inc.  ("NASDAQ").  Options traded on stock
exchanges  are either  broadly  based,  such as the  Standard & Poor's 500 Stock
Index and 100 Stock Index,  or involve stocks in a designated  industry or group
of  industries.  The Fund may utilize  either  broadly  based or market  segment
indices in seeking a better correlation between the indices and the Fund.

     Transactions in options are subject to limitations,  established by each of
the  exchanges  upon which options are traded,  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 held in one or more
accounts.  Thus,  the number of  options  the Fund may hold may be  affected  by
options held by other  advisory  clients of the  Sub-advisor.  As of the date of
this SAI, the Sub-advisor  believes that these  limitations  will not affect the
purchase of stock index options by the Fund.

     One risk of  holding a put or a call  option  is that if the  option is not
sold or exercised prior to its expiration,  it becomes worthless.  However, this
risk is limited  to the  premium  paid by the Fund.  Other  risks of  purchasing
options include the possibility  that a liquid secondary market may not exist at
a time  when  the Fund may wish to  close  out an  option  position.  It is also
possible that trading in options on stock indices might be halted at a time when
the securities  markets generally were to remain open. In cases where the market
value of an issue supporting a covered call option exceeds the strike price plus
the  premium on the call,  the Fund will lose the right to  appreciation  of the
stock for the duration of the option. For an additional discussion of options on
stock indices and stocks and certain risks  involved  therein,  see this SAI and
the Company's Prospectus under "Certain Risk Factors and Investment Methods."

     Futures  Contracts.  The Fund may enter into futures  contracts (or options
thereon) for hedging  purposes.  U.S. futures  contracts are traded on exchanges
which have been designated  "contract  markets" by the Commodity Futures Trading
Commission and must be executed through a futures commission merchant (an "FCM")
or brokerage firm which is a member of the relevant  contract  market.  Although
futures  contracts  by their terms call for the delivery or  acquisition  of the
underlying  commodities  or a cash payment based on the value of the  underlying
commodities,  in most  cases the  contractual  obligation  is offset  before the
delivery date of the contract by buying, in the case of a contractual obligation
to  sell,  or  selling,  in the  case of a  contractual  obligation  to buy,  an
identical futures contract on a commodities exchange. Such a transaction cancels
the obligation to make or take delivery of the commodities.

     The acquisition or sale of a futures contract could occur, for example,  if
the Fund held or considered  purchasing  equity securities and sought to protect
itself from  fluctuations in prices without buying or selling those  securities.
For example,  if prices were  expected to  decrease,  the Fund could sell equity
index futures  contracts,  thereby  hoping to offset a potential  decline in the
value of equity  securities in the portfolio by a corresponding  increase in the
value of the futures contract  position held by the Fund and thereby prevent the
Fund's net asset value from  declining as much as it otherwise  would have.  The
Fund also could protect against  potential  price declines by selling  portfolio
securities and investing in money market instruments. However, since the futures
market is more liquid than the cash market,  the use of futures  contracts as an
investment  technique  would  allow the Fund to  maintain a  defensive  position
without having to sell portfolio securities.

     Similarly,  when prices of equity  securities  are  expected  to  increase,
futures contracts could be bought to attempt to hedge against the possibility of
having to buy equity  securities at higher  prices.  This technique is sometimes
known as an anticipatory  hedge.  Since the fluctuations in the value of futures
contracts should be similar to those of equity  securities,  the Fund could take
advantage of the potential rise in the value of equity securities without buying
them until the market had stabilized.  At that time, the futures contracts could
be liquidated and the Fund could buy equity securities on the cash market.

     The Fund may also enter into  interest  rate and foreign  currency  futures
contracts.  Interest rate futures contracts currently are traded on a variety of
fixed-income  securities,  including  long-term U.S.  Treasury  Bonds,  Treasury
Notes,   Government   National  Mortgage   Association   modified   pass-through
mortgage-backed  securities,  U.S.  Treasury Bills, bank certificates of deposit
and commercial paper. Foreign currency futures contracts currently are traded on
the British pound, Canadian dollar,  Japanese yen, Swiss franc, West German mark
and on Eurodollar deposits.

     The  Fund  will  not,  as  to  any  positions,  whether  long,  short  or a
combination  thereof,  enter into  futures  and  options  thereon  for which 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. In the case of an option that is "in-the-money,"  the in-the-money
amount may be  excluded  in  computing  such 5%. In  general a call  option on a
future  is  "in-the-money"  if the  value of the  future  exceeds  the  exercise
("strike") price of the call; a put option on a future is  "in-the-money" if the
value of the future  which is the  subject of the put is  exceeded by the strike
price of the put. The Fund may use futures and options  thereon  solely for bona
fide hedging or for other  non-speculative  purposes. As to long positions which
are used as part of the Fund's  strategies  and are incidental to its activities
in the underlying cash market,  the "underlying  commodity  value" of the Fund's
futures and options  thereon must not exceed the sum of (i) cash set aside in an
identifiable   manner,   or   short-term   U.S.   debt   obligations   or  other
dollar-denominated high-quality, short-term money instruments so set aside, plus
sums deposited on margin; (ii) cash proceeds from existing investments due in 30
days; and (iii) accrued  profits held at the futures  commission  merchant.  The
"underlying  commodity value" of a future is computed by multiplying the size of
the  future  by the daily  settlement  price of the  future.  For an option on a
future,  that value is the underlying  commodity value of the future  underlying
the option.

     Unlike the  situation in which the Fund  purchases or sells a security,  no
price is paid or  received  by the Fund upon the  purchase  or sale of a futures
contract. Instead, the Fund is required to deposit in a segregated asset account
an amount of cash or qualifying  securities  (currently  U.S.  Treasury  bills),
currently in a minimum amount of $15,000.  This is called "initial margin." Such
initial  margin is in the nature of a performance  bond or good faith deposit on
the  contract.  However,  since  losses on open  contracts  are  required  to be
reflected  in cash in the form of  variation  margin  payments,  the Fund may be
required  to make  additional  payments  during  the term of a  contract  to its
broker. Such payments would be required, for example,  where, during the term of
an interest  rate futures  contract  purchased by the Fund,  there was a general
increase in interest rates,  thereby making the Fund's securities less valuable.
In all instances  involving the purchase of financial  futures  contracts by the
Fund,  an amount of cash  together  with such other  securities  as permitted by
applicable  regulatory  authorities  to be utilized for such  purpose,  at least
equal to the  market  value of the  future  contracts,  will be  deposited  in a
segregated  account with the Fund's custodian to collateralize the position.  At
any time prior to the  expiration of a futures  contract,  the Fund may elect to
close  its  position  by taking an  opposite  position  which  will  operate  to
terminate the Fund's position in the futures contract.

     Because futures  contracts are generally settled within a day from the date
they are closed out,  compared with a settlement  period of three  business days
for most types of securities, the futures markets can provide superior liquidity
to  the  securities  markets.  Nevertheless,  there  is no  assurance  a  liquid
secondary  market  will  exist  for  any  particular  futures  contract  at  any
particular  time.  In addition,  futures  exchanges  may  establish  daily price
fluctuation  limits for futures  contracts  and may halt trading if a contract's
price moves  upward or downward  more than the limit in a given day. On volatile
trading days when the price fluctuation limit is reached, it would be impossible
for the Fund to enter into new positions or close out existing positions. If the
secondary  market  for a  futures  contract  were not  liquid  because  of price
fluctuation  limits  or  otherwise,  the  Fund  would  not  promptly  be able to
liquidate  unfavorable  futures  positions and potentially  could be required to
continue to hold a futures  position  until the  delivery  date,  regardless  of
changes in its value.  As a result,  the Fund's  access to other  assets held to
cover its futures positions also could be impaired. For an additional discussion
of futures  contracts and certain risks involved  therein,  see this SAI and the
Company's Prospectus under "Certain Risk Factors and Investment Methods."

     Options on Futures Contracts. The Fund may purchase put and call options on
futures contracts.  An option on a futures contract provides the holder with the
right to enter into a "long" position in the underlying futures contract, in the
case of a call option, or a "short" position in the underlying futures contract,
in the case of a put option,  at a fixed exercise  price to a stated  expiration
date.  Upon  exercise of the option by the holder,  a contract  market  clearing
house  establishes a corresponding  short position for the writer of the option,
in the case of a call option, or a corresponding long position, in the case of a
put  option.  In the event  that an option is  exercised,  the  parties  will be
subject to all the risks associated with the trading of futures contracts,  such
as payment of variation margin deposits.

     A position  in an option on a futures  contract  may be  terminated  by the
purchaser or seller prior to expiration by effecting a closing  purchase or sale
transaction,  subject to the availability of a liquid secondary market, which is
the purchase or sale of an option of the same series  (i.e.,  the same  exercise
price and  expiration  date) as the option  previously  purchased  or sold.  The
difference between the premiums paid and received represents the trader's profit
or loss on the transaction.

     An  option,  whether  based  on a  futures  contract,  a stock  index  or a
security,  becomes worthless to the holder when it expires.  Upon exercise of an
option,  the exchange or contract market clearing house assigns exercise notices
on a random basis to those of its members which have written options of the same
series and with the same  expiration  date.  A  brokerage  firm  receiving  such
notices then assigns them on a random basis to those of its customers which have
written options of the same series and expiration  date. A writer  therefore has
no control  over  whether an option will be  exercised  against it, nor over the
time of such exercise.

     The  purchase  of a call  option on a futures  contract  is similar in some
respects  to the  purchase  of a call  option  on an  individual  security.  See
"Options on Foreign  Currencies"  below.  Depending on the pricing of the option
compared to either the price of the futures  contract  upon which it is based or
the price of the underlying  instrument,  ownership of the option may or may not
be  less  risky  than  ownership  of the  futures  contract  or  the  underlying
instrument.  As with the  purchase  of futures  contracts,  when the Fund is not
fully invested it could buy a call option on a futures contract to hedge against
a market advance.  The purchase of a put option on a futures contract is similar
in some  respects  to the  purchase  of  protective  put  options  on  portfolio
securities. For example, the Fund would be able to buy a put option on a futures
contract to hedge the Fund against the risk of falling prices. For an additional
discussion of options on futures  contracts and certain risks involved  therein,
see this SAI and the  Company's  Prospectus  under  "Certain  Risks  Factors and
Investment Methods."

     Options on Foreign Currencies. The Fund may buy and sell options on foreign
currencies for hedging  purposes in a manner similar to that in which futures on
foreign currencies would be utilized.  For example, a decline in the U.S. dollar
value of a foreign currency in which portfolio  securities are denominated would
reduce the U.S.  dollar  value of such  securities,  even if their  value in the
foreign currency remained constant. In order to protect against such diminutions
in the value of  portfolio  securities,  the Fund  could buy put  options on the
foreign currency. If the value of the currency declines, the Fund would have the
right to sell such currency for a fixed amount in U.S. dollars and would thereby
offset,  in whole or in part,  the  adverse  effect on the Fund which  otherwise
would have  resulted.  Conversely,  when a rise is projected in the U.S.  dollar
value of a currency in which securities to be acquired are denominated,  thereby
increasing the cost of such securities, the Fund could buy call options thereon.
The purchase of such options could offset,  at least  partially,  the effects of
the adverse movements in exchange rates.

     Options on foreign currencies traded on national  securities  exchanges are
within the jurisdiction of the Securities and Exchange Commission,  as are other
securities  traded  on such  exchanges.  As a  result,  many of the  protections
provided to traders on organized  exchanges  will be  available  with respect to
such transactions.  In particular, all foreign currency option positions entered
into on a national securities exchange are cleared and guaranteed by the Options
Clearing Corporation ("OCC"), thereby reducing the risk of counterparty default.
Further,  a liquid secondary  market in options traded on a national  securities
exchange  may be more readily  available  than in the  over-the-counter  market,
potentially permitting the Fund to liquidate open positions at a profit prior to
exercise  or  expiration,  or to limit  losses  in the event of  adverse  market
movements.

     The purchase and sale of exchange-traded foreign currency options, however,
is  subject  to the  risks  of the  availability  of a liquid  secondary  market
described  above,  as well as the  risks  regarding  adverse  market  movements,
margining  of  options  written,  the  nature of the  foreign  currency  market,
possible  intervention  by  governmental  authorities,  and the effects of other
political and economic events. In addition,  exchange-traded  options on foreign
currencies involve certain risks not presented by the  over-the-counter  market.
For example,  exercise and  settlement of such options must be made  exclusively
through the OCC,  which has  established  banking  relationships  in  applicable
foreign countries for this purpose.  As a result,  the OCC may, if it determines
that  foreign  governmental  restrictions  or taxes  would  prevent  the orderly
settlement  of  foreign  currency  option  exercises,  or would  result in undue
burdens on the OCC or its clearing member, impose special procedures on exercise
and  settlement,  such as  technical  changes in the  mechanics  of  delivery of
currency, the fixing of dollar settlement prices, or prohibitions on exercise.

     Risk Factors of Investing in Futures and Options. The successful use of the
investment practices described above with respect to futures contracts,  options
on futures contracts, and options on securities indices, securities, and foreign
currencies  draws upon  skills and  experience  which are  different  from those
needed  to select  the  other  instruments  in which  the Fund  invests.  Should
interest or exchange rates or the prices of securities or financial indices move
in an  unexpected  manner,  the Fund may not  achieve  the  desired  benefits of
futures and options or may realize  losses and thus be in a worse  position than
if such  strategies  had not been  used.  Unlike  many  exchange-traded  futures
contracts and options on futures contracts, there are no daily price fluctuation
limits with respect to options on currencies and negotiated or  over-the-counter
instruments,  and  adverse  market  movements  could  therefore  continue  to an
unlimited  extent over a period of time. In addition,  the  correlation  between
movements in the price of the securities and currencies hedged or used for cover
will not be perfect and could produce unanticipated losses.

     The Fund's ability to dispose of its positions in the foregoing instruments
will depend on the availability of liquid markets in the instruments. Markets in
a number of the  instruments  are relatively new and still  developing and it is
impossible  to predict  the amount of trading  interest  that may exist in those
instruments  in the future.  Particular  risks exist with  respect to the use of
each of the foregoing  instruments and could result in such adverse consequences
to the Fund as the possible loss of the entire premium paid for an option bought
by the Fund and the  possible  need to defer  closing out  positions  in certain
instruments to avoid adverse tax consequences.  As a result, no assurance can be
given that the Fund will be able to use those  instruments  effectively  for the
purposes set forth above.

     In addition,  options on U.S.  Government  securities,  futures  contracts,
options  on  futures  contracts,   forward  contracts  and  options  on  foreign
currencies may be traded on foreign  exchanges and  over-the-counter  in foreign
countries.  Such  transactions  are subject to the risk of governmental  actions
affecting  trading in or the prices of foreign  currencies  or  securities.  The
value of such  positions  also could be affected  adversely by (i) other complex
foreign  political and economic  factors,  (ii) lesser  availability than in the
United  States of data on which to make trading  decisions,  (iii) delays in the
Fund's ability to act upon economic  events  occurring in foreign markets during
nonbusiness  hours in the  United  States,  (iv)  the  imposition  of  different
exercise and settlement terms and procedures and margin requirements than in the
United  States,  and (v) low trading  volume.  For an  additional  discussion of
certain risks involved in investing in futures and options, see this SAI and the
Company's Prospectus under "Certain Risk Factors and Investment Methods."

     Foreign Securities.  Investments in foreign countries involve certain risks
which are not typically  associated with U.S.  investments.  For a discussion of
certain  risks  involved in foreign  investing,  see this SAI and the  Company's
Prospectus under "Certain Risk Factors and Investment Methods."

     Forward  Contracts  for  Purchase or Sale of Foreign  Currencies.  The Fund
generally  conducts its foreign currency exchange  transactions on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign exchange currency market.
When the Fund purchases or sells a security  denominated in a foreign  currency,
it may enter into a forward foreign currency contract  ("forward  contract") for
the purchase or sale,  for a fixed  amount of dollars,  of the amount of foreign
currency  involved in the underlying  security  transaction.  A forward contract
involves an obligation to purchase or sell a specific currency at a future date,
which may be any fixed number of days from the date of the contract  agreed upon
by the parties,  at a price set at the time of the contract.  The Fund generally
will not enter into forward contracts with a term greater than one year. In this
manner, the Fund may obtain protection against a possible loss resulting from an
adverse  change in the  relationship  between  the U.S.  dollar and the  foreign
currency  during the period  between the date the  security is purchased or sold
and the date upon which  payment is made or received.  Although  such  contracts
tend to minimize  the risk of loss due to the decline in the value of the hedged
currency,  at the same time they tend to limit any  potential  gain which  might
result should the value of such currency  increase.  The Fund will not speculate
in forward contracts.

     Forward  contracts are traded in the interbank  market  conducted  directly
between currency  traders (usually large commercial  banks) and their customers.
Generally a forward contract has no deposit requirement,  and no commissions are
charged at any stage for trades. Although foreign exchange dealers do not charge
a fee for conversion,  they do realize a profit based on the difference  between
the prices at which they buy and sell various  currencies.  When the Sub-advisor
believes  that  the  currency  of a  particular  foreign  country  may  suffer a
substantial  decline  against  the U.S.  dollar (or  sometimes  against  another
currency),  the Fund may enter  into a  forward  contract  to sell,  for a fixed
dollar or other currency  amount,  foreign currency  approximating  the value of
some or all of the Fund's securities  denominated in that currency. In addition,
the Fund may engage in "proxy-hedging," i.e., entering into forward contracts to
sell a  different  foreign  currency  than  the  one  in  which  the  underlying
investments  are denominated  with the expectation  that the value of the hedged
currency will correlate with the value of the underlying currency. The Fund will
not enter into forward  contracts  or maintain a net exposure to such  contracts
where the  fulfillment  of the  contracts  would  require the Fund to deliver an
amount of foreign  currency  or a proxy  currency  in excess of the value of its
portfolio  securities or other assets  denominated in the currency being hedged.
Forward contracts may, from time to time, be considered illiquid,  in which case
they  would be  subject  to the  Fund's  limitation  on  investing  in  illiquid
securities.

     At the  consummation  of a forward  contract  for delivery by the Fund of a
foreign  currency,  the Fund may either make delivery of the foreign currency or
terminate  its  contractual  obligation  to  deliver  the  foreign  currency  by
purchasing  an  offsetting  contract  obligating  it to  purchase,  at the  same
maturity date, the same amount of the foreign  currency.  If the Fund chooses to
make  delivery  of the  foreign  currency,  it may be  required  to obtain  such
currency through the sale of portfolio  securities  denominated in such currency
or through conversion of other Fund assets into such currency.

     Dealings  in  forward  contracts  by  the  Fund  will  be  limited  to  the
transactions  described above. Of course, the Fund is not required to enter into
such transactions with regard to its foreign currency-denominated securities and
will not do so unless deemed  appropriate by the Sub-advisor.  It also should be
realized  that this  method of  protecting  the value of the  Fund's  securities
against a decline in the value of a currency does not eliminate  fluctuations in
the  underlying  prices  of the  securities.  It  simply  establishes  a rate of
exchange  which can be  achieved  at some  future  point in time.  Additionally,
although such  contracts tend to minimize the risk of loss due to the decline in
the  value of the  hedged  currency,  at the same  time  they  tend to limit any
potential  gain which might result should the value of such  currency  increase.
For an additional  discussion of forward foreign currency  contracts and certain
risks involved therein, see this SAI and the Company's Prospectus under "Certain
Risk Factors and Investment Methods."

     Illiquid Securities. As discussed in the Company's Prospectus, the Fund may
invest  up to 15% of the  value  of its  net  assets,  measured  at the  time of
investment,  in  investments  which  are  not  readily  marketable.   Restricted
securities  are  securities  that  may  not  be  resold  to the  public  without
registration  under the  Securities  Act of 1933 (the  "1933  Act").  Restricted
securities  (other  than Rule 144A  securities  deemed to be  liquid,  discussed
below) and securities  which, due to their market or the nature of the security,
have no readily available markets for their disposition are considered to be not
readily  marketable or "illiquid." These limitations on resale and marketability
may have the effect of preventing  the Fund from disposing of such a security at
the time desired or at a  reasonable  price.  In addition,  in order to resell a
restricted  security,  the Fund  might  have to bear the  expense  and incur the
delays   associated  with  effecting   registration.   In  purchasing   illiquid
securities,  the Fund does not  intend to  engage  in  underwriting  activities,
except to the extent the Fund may be deemed to be a statutory  underwriter under
the Securities Act in purchasing or selling such securities. Illiquid securities
will be  purchased  for  investment  purposes  only and not for the  purpose  of
exercising  control  or  management  of  other  companies.   For  an  additional
discussion  of illiquid or  restricted  securities  and certain  risks  involved
therein, see the Company's Prospectus under "Certain Risk Factors and Investment
Methods."

     The Directors of the Company have  promulgated  guidelines  with respect to
illiquid securities.

     Rule 144A  Securities.  In recent years, a large  institutional  market has
developed for certain  securities  that are not  registered  under the 1933 Act.
Institutional investors generally will not seek to sell these instruments to the
general  public,  but instead will often  depend on an  efficient  institutional
market in which  such  unregistered  securities  can  readily be resold or on an
issuer's ability to honor a demand for repayment. Therefore, the fact that there
are contractual or legal restrictions on resale to the general public or certain
institutions is not dispositive of the liquidity of such investments.

     Rule  144A  under  the  1933  Act  establishes  a "safe  harbor"  from  the
registration  requirements of the 1933 Act for resales of certain  securities to
qualified  institutional  buyers.  The Fund may  invest in Rule 144A  securities
which, as disclosed in the Company's Prospectus, are restricted securities which
may  or may  not  be  readily  marketable.  Rule  144A  securities  are  readily
marketable if institutional  markets for the securities develop pursuant to Rule
144A which provide both readily  ascertainable values for the securities and the
ability to liquidate the  securities  when  liquidation  is deemed  necessary or
advisable.  However,  an insufficient number of qualified  institutional  buyers
interested  in  purchasing  a Rule 144A  security  held by the Fund could affect
adversely the marketability of the security. In such an instance, the Fund might
be unable to dispose of the security promptly or at reasonable prices.

     The  Sub-advisor  will determine that a liquid market exists for securities
eligible for resale  pursuant to Rule 144A under the 1933 Act, or any  successor
to such rule, and that such securities are not subject to the Fund's limitations
on investing in securities that are not readily marketable. The Sub-advisor will
consider the following factors, among others, in making this determination:  (1)
the unregistered nature of a Rule 144A security; (2) the frequency of trades and
quotes for the security;  (3) the number of dealers  willing to purchase or sell
the  security  and the number of  additional  potential  purchasers;  (4) dealer
undertakings  to make a  market  in the  security;  and (5)  the  nature  of the
security and the nature of market place trades (e.g., the time needed to dispose
of  the  security,  the  method  of  soliciting  offers  and  the  mechanics  of
transfers).

     Lower-Rated or Unrated Fixed-Income  Securities.  The Fund may invest up to
5% of its total assets in fixed-income securities which are unrated or are rated
below  investment  grade  either  at the  time of  purchase  or as a  result  of
reduction  in  rating  after  purchase.  (This  limitation  does  not  apply  to
convertible  securities  and preferred  stocks.)  Investments  in lower-rated or
unrated  securities  are  generally  considered  to be of high risk.  These debt
securities,  commonly  referred to as junk bonds,  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 or principal payments, or both, as they come due.
The ratings given a security by Moody's Investors Service,  Inc. ("Moody's") and
Standard & Poor's  ("S&P")  provide a generally  useful  guide as to such credit
risk. For a description of securities ratings, see the Appendix to this SAI. The
lower the rating  given a security by a rating  service,  the greater the credit
risk such  rating  service  perceives  to exist with  respect  to the  security.
Increasing  the amount of the Fund's  assets  invested in unrated or lower grade
securities,  while intended to increase the yield produced by those assets, will
also increase the risk to which those assets are subject.

     Market risk relates to the fact that the market  values of debt  securities
in which the Fund invests  generally will be affected by changes in the level of
interest  rates.  An increase  in interest  rates will tend to reduce the market
values of such  securities,  whereas a decline  in  interest  rates will tend to
increase their values. Medium and lower-rated  securities (Baa or BBB and lower)
and  non-rated  securities  of  comparable  quality  tend to be subject to wider
fluctuations  in yields and market values than higher rated  securities  and may
have speculative characteristics.  In order to decrease the risk in investing in
debt securities,  in no event will the Fund ever invest in a debt security rated
below B by Moody's or by S&P. Of course,  relying in part on ratings assigned by
credit  agencies in making  investments  will not protect the Fund from the risk
that the  securities  in which they invest will  decline in value,  since credit
ratings represent evaluations of the safety of principal, dividend, and interest
payments on debt securities,  and not the market values of such securities,  and
such ratings may not be changed on a timely basis to reflect subsequent events.

     Because  investment in medium and lower-rated  securities  involves greater
credit  risk,  achievement  of the  Fund's  investment  objective  may  be  more
dependent on the  Sub-advisor's  own credit  analysis than is the case for funds
that do not invest in such securities. In addition, the share price and yield of
the Fund may  fluctuate  more  than in the case of  funds  investing  in  higher
quality,  shorter term securities.  Moreover, a significant economic downturn or
major increase in interest rates may result in issuers of lower-rated securities
experiencing  increased  financial  stress,  which would adversely  affect their
ability to service their principal,  dividend,  and interest  obligations,  meet
projected  business goals, and obtain additional  financing.  In this regard, it
should be noted that while the market for high yield debt securities has been in
existence  for  many  years  and  from  time to time  has  experienced  economic
downturns in recent years,  this market has involved a  significant  increase in
the  use of high  yield  debt  securities  to fund  highly  leveraged  corporate
acquisitions and restructurings.  Past experience may not, therefore, provide an
accurate  indication  of future  performance  of the high yield debt  securities
market, particularly during periods of economic recession. Furthermore, expenses
incurred in  recovering  an  investment  in a defaulted  security may  adversely
affect the Fund's net asset value.  Finally,  while the Sub-advisor  attempts to
limit  purchases of medium and  lower-rated  securities to securities  having an
established  secondary  market,  the secondary market for such securities may be
less liquid than the market for higher quality securities. The reduced liquidity
of the secondary  market for such  securities  may  adversely  affect the market
price of, and  ability of the Fund to value,  particular  securities  at certain
times,  thereby making it difficult to make specific  valuation  determinations.
The Fund does not invest in any medium and lower-rated  securities which present
special tax consequences, such as zero-coupon bonds or pay-in-kind bonds. For an
additional discussion of certain risks involved in lower-rated  securities,  see
this SAI and the Company's Prospectus under "Certain Risk Factors and Investment
Methods."

     The  Sub-advisor  seeks to reduce the  overall  risks  associated  with the
Fund's  investments   through   diversification  and  consideration  of  factors
affecting  the value of securities  it considers  relevant.  No assurance can be
given,  however,  regarding  the degree of success that will be achieved in this
regard or that the Fund will achieve its investment objective.

     Repurchase  Agreements.  Subject to guidelines promulgated by the Directors
of the Company,  the Fund may enter into  repurchase  agreements with respect to
money market  instruments  eligible for investment by the Fund with member banks
of  the  Federal  Reserve  system,  registered  broker-dealers,  and  registered
government  securities dealers. A repurchase  agreement may be considered a loan
collateralized by securities.  Repurchase agreements maturing in more than seven
days are considered  illiquid and will be subject to the Fund's  limitation with
respect to illiquid securities.

     The Fund has not adopted any limits on the amounts of its total assets that
may be invested in repurchase  agreements  which mature in less than seven days.
The Fund may invest up to 15% of the market value of its net assets, measured at
the time of purchase, in securities which are not readily marketable,  including
repurchase  agreements  maturing  in more than  seven  days.  For an  additional
discussion of repurchase  agreements and certain risks involved therein, see the
Company's Prospectus under "Certain Risk Factors and Investment Methods."

     Convertible Securities. The Fund may buy securities convertible into common
stock if, for example,  the  Sub-advisor  believes that a company's  convertible
securities are undervalued in the market.  Convertible  securities  eligible for
purchase include convertible bonds,  convertible preferred stocks, and warrants.
A warrant is an instrument  issued by a  corporation  which gives the holder the
right to subscribe to a specific amount of the corporation's  capital stock at a
set price for a specified period of time. Warrants do not represent ownership of
the securities, but only the right to buy the securities. The prices of warrants
do not  necessarily  move  parallel  to the  prices  of  underlying  securities.
Warrants may be considered  speculative in that they have no voting rights,  pay
no  dividends,  and have no rights with  respect to the assets of a  corporation
issuing them. Warrant positions will not be used to increase the leverage of the
Fund;  consequently,   warrant  positions  are  generally  accompanied  by  cash
positions equivalent to the required exercise amount.

     Temporary Defensive  Investments.  Up to 100% of the assets of the Fund may
be invested temporarily in U.S. government  obligations,  commercial paper, bank
obligations,   repurchase   agreements,   negotiable   U.S.   dollar-denominated
obligations of domestic and foreign  branches of U.S.  depository  institutions,
U.S.  branches  of  foreign  depository  institutions,  and  foreign  depository
institutions,  in  cash,  or in  other  cash  equivalents,  if  the  Sub-advisor
determines  it  to  be  appropriate  for  purposes  of  enhancing  liquidity  or
preserving  capital in light of prevailing market or economic  conditions.  U.S.
government  obligations  include Treasury bills,  notes and bonds, and issues of
United States  agencies,  authorities  and  instrumentalities.  Some  government
obligations,  such as  Government  National  Mortgage  Association  pass-through
certificates,  are  supported by the full faith and credit of the United  States
Treasury. Other obligations,  such as securities of the Federal Home Loan Banks,
are  supported  by the  right of the  issuer to borrow  from the  United  States
Treasury;  and  others,  such as  bonds  issued  by  Federal  National  Mortgage
Association  (a private  corporation),  are supported  only by the credit of the
agency,  authority or  instrumentality.  The Fund also may invest in obligations
issued by the  International  Bank for  Reconstruction  and Development (IBRD or
"World Bank"). For more information on mortgage-related securities, see this SAI
and  the  Company's  Prospectus  under  "Certain  Risk  Factors  and  Investment
Methods."

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations are not "fundamental"  restrictions and may be changed by
the Directors of the Company without shareholder approval. The Fund will not:

     1........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;

     2........Purchase  securities  of  other  investment  companies  except  in
compliance with the Investment Company Act of 1940;

     3........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

     4........Sell securities short.

     In addition,  in periods of uncertain  market and economic  conditions,  as
determined  by the  Sub-advisor,  the Fund 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.


ASAF T. Rowe Price International Equity Fund:

Investment  Objective:  The investment  objective of the Fund is to seek a total
return on its assets from  long-term  growth of capital  and income  principally
through  investments  in  common  stocks  of  established,  non-U.S.  companies.
Investments may be made solely for capital  appreciation or solely for income or
any combination of both for the purpose of achieving a higher overall return.

Investment Policies:

     The Sub-advisor  regularly  analyzes a broad range of international  equity
and  fixed-income  markets  in order to assess  the  degree of risk and level of
return that can be expected from each market. Based upon its current assessment,
the  Sub-advisor  believes  long-term  growth  of  capital  may be  achieved  by
investing  in  marketable  securities  of  non-U.S.  companies  which  have  the
potential for growth of capital.  Of course,  there can be no assurance that the
Sub-advisor's  forecasts  of  expected  return will be  reflected  in the actual
returns achieved by the Fund.

     The Fund's share price will  fluctuate  with  market,  economic and foreign
exchange conditions, and your investment may be worth more or less when redeemed
than when purchased. The Fund should not be relied upon as a complete investment
program,  nor used to play  short-term  swings in the stock or foreign  exchange
markets.  The  Fund is  subject  to risks  unique  to  international  investing.
Further,  there is no assurance that the favorable  trends  discussed below will
continue, and the Fund cannot guarantee it will achieve its objective.

     It is the present intention of the Sub-advisor to invest in companies based
in (or  governments of or within) the Far East (for example,  Japan,  Hong Kong,
Singapore, and Malaysia),  Western Europe (for example, United Kingdom, Germany,
Netherlands,  France, Spain, and Switzerland),  South Africa, Australia, Canada,
and such other areas and countries as the Sub-advisor may determine from time to
time.

     In determining  the appropriate  distribution of investments  among various
countries and  geographic  regions,  the  Sub-advisor  ordinarily  considers the
following  factors:  prospects  for relative  economic  growth  between  foreign
countries;  expected  levels  of  inflation;   government  policies  influencing
business conditions;  the outlook for currency  relationships;  and the range of
individual investment opportunities available to international investors.

     In analyzing companies for investment, the Sub-advisor ordinarily looks for
one or more of the following  characteristics:  an above-average earnings growth
per share;  high  return on  invested  capital;  healthy  balance  sheet;  sound
financial  and  accounting  policies  and  overall  financial  strength;  strong
competitive   advantages;   effective  research  and  product   development  and
marketing;  efficient service; pricing flexibility;  strength of management; and
general  operating  characteristics  which will enable the  companies to compete
successfully  in their market  place.  While  current  dividend  income is not a
prerequisite in the selection of portfolio companies, the companies in which the
Fund invests normally will have a record of paying dividends, and will generally
be  expected  to  increase  the  amounts of such  dividends  in future  years as
earnings increase.

     The Fund will invest in  securities  denominated  in  currencies  specified
elsewhere herein.

     It is  contemplated  that most  foreign  securities  will be  purchased  in
over-the-counter markets or on stock exchanges located in the countries in which
the respective  principal  offices of the issuers of the various  securities are
located, if that is the best available market.

     The Fund may invest in investment  funds which have been  authorized by the
governments of certain  countries  specifically to permit foreign  investment in
securities  of  companies  listed  and  traded on the stock  exchanges  in these
respective  countries.  The Fund's  investment  in these funds is subject to the
provisions of the Investment  Company Act of 1940 discussed  below.  If the Fund
invests in such investment  funds,  the Fund's  shareholders  will bear not only
their  proportionate  share of the  expenses  of the Fund  (including  operating
expenses and the fees of the Investment Manager),  but also will bear indirectly
similar expenses of the underlying investment funds. In addition, the securities
of these investment funds may trade at a premium over their net asset value.

     Apart from the matters described herein, the Fund is not aware at this time
of the existence of any investment or exchange control  regulations  which might
substantially  impair the  operations  of the Fund as described in the Company's
Prospectus and this SAI. It should be noted,  however, that this situation could
change at any time.

     The Fund may invest in companies  located in Eastern Europe.  The Fund will
only  invest in a company  located in, or a  government  of,  Eastern  Europe or
Russia, if the Sub-advisor  believes the potential return justifies the risk. To
the extent any  securities  issued by companies in Eastern Europe and Russia are
considered illiquid, the Fund will be required to include such securities within
its 15% restriction on investing in illiquid securities.

     Risk Factors of Foreign Investing.  There are special risks in investing in
the Fund. Certain of these risks are inherent in any international  mutual fund;
others relate more to the  countries in which the Fund will invest.  Many of the
risks are more pronounced for  investments in developing or emerging  countries.
Although there is no universally  accepted  definition,  a developing country is
generally  considered  to be a  country  which is in the  initial  stages of its
industrialization  cycle with a per capita gross  national  product of less than
$8,000.

     Investors should understand that all investments have a risk factor.  There
can be no guarantee  against loss  resulting from an investment in the Fund, and
there  can  be  no  assurance  that  the  Fund's  investment  policies  will  be
successful,  or that its  investment  objective  will be  attained.  The Fund is
designed for individual and institutional  investors seeking to diversify beyond
the United  States in an  actively  researched  and  managed  portfolio,  and is
intended for long-term investors who can accept the risks entailed in investment
in foreign  securities.  For a discussion of certain  risks  involved in foreign
investing see this SAI and the Company's  Prospectus under "Certain Risk Factors
and Investment Methods."

     The Fund may also invest in the following:

     Writing  Covered Call  Options.  The Fund may write (sell)  "covered"  call
options  and  purchase  options to close out options  previously  written by the
Fund. In writing covered call options,  the Fund expects to generate  additional
premium  income which should serve to enhance the Fund's total return and reduce
the effect of any price  decline of the  security  or  currency  involved in the
option.  Covered  call  options  will  generally  be  written on  securities  or
currencies  which, in the  Sub-advisor's  opinion,  are not expected to have any
major price increases or moves in the near future but which, over the long term,
are deemed to be attractive investments for the Fund.

     The Fund will write only  covered  call  options.  This means that the Fund
will own the security or currency subject to the option or an option to purchase
the same underlying  security or currency,  having an exercise price equal to or
less than the exercise  price of the  "covered"  option,  or will  establish and
maintain with its custodian for the term of the option, an account consisting of
cash or other liquid assets having a value equal to the fluctuating market value
of the optioned securities or currencies.

     Portfolio  securities  or  currencies  on which call options may be written
will be purchased  solely on the basis of investment  considerations  consistent
with the Fund's investment  objective.  The writing of covered call options is a
conservative investment technique believed to involve relatively little risk (in
contrast to the writing of naked or uncovered  options,  which the Fund will not
do), but capable of enhancing  the Fund's total  return.  When writing a covered
call option,  the Fund, in return for the premium,  gives up the opportunity for
profit from a price  increase in the  underlying  security or currency above the
exercise price, but conversely, retains the risk of loss should the price of the
security or currency  decline.  Unlike one who owns securities or currencies not
subject to an option,  the Fund has no control  over when it may be  required to
sell the  underlying  securities  or  currencies,  since it may be  assigned  an
exercise  notice at any time prior to the  expiration  of its  obligations  as a
writer.  If a call  option  which the Fund has  written  expires,  the Fund will
realize a gain in the amount of the premium; however, such gain may be offset by
a decline in the market value of the underlying  security or currency during the
option period. If the call option is exercised,  the Fund will realize a gain or
loss from the sale of the  underlying  security or  currency.  The Fund does not
consider a security or currency covered by a call "pledged" as that term is used
in the Fund's policy which limits the pledging or mortgaging of its assets.

     The premium received is the market value of an option. The premium the Fund
will receive from writing a call option will reflect,  among other  things,  the
current market price of the underlying security or currency, the relationship of
the exercise price to such market price,  the historical price volatility of the
underlying  security or currency,  and the length of the option period. Once the
decision to write a call option has been made, the  Sub-advisor,  in determining
whether a particular  call option should be written on a particular  security or
currency,  will consider the  reasonableness of the anticipated  premium and the
likelihood  that a liquid  secondary  market will exist for those  options.  The
premium  received by the Fund for writing  covered call options will be recorded
as a  liability  of the  Fund.  This  liability  will be  adjusted  daily to the
option's  current market value,  which will be the latest sale price at the time
at which the net asset value per share of the Fund is computed (close of the New
York Stock Exchange), or, in the absence of such sale, the average of the latest
bid and asked  price.  The option  will be  terminated  upon  expiration  of the
option,  the  purchase  of an  identical  option  in a closing  transaction,  or
delivery of the underlying security or currency upon the exercise of the option.

     Call options  written by the Fund will  normally have  expiration  dates of
less than nine months from the date written.  The exercise  price of the options
may be below,  equal to, or above the current  market  values of the  underlying
securities or currencies at the time the options are written. From time to time,
the Fund may  purchase  an  underlying  security  or  currency  for  delivery in
accordance  with an exercise notice of a call option assigned to it, rather than
delivering  such  security  or  currency  from  its  portfolio.  In such  cases,
additional costs may be incurred.

     The Fund will effect closing  transactions  in order to realize a profit on
an outstanding call option,  to prevent an underlying  security or currency from
being called, or, to permit the sale of the underlying security or currency. The
Fund will realize a profit or loss from a closing  purchase  transaction  if the
cost of the  transaction  is less or more  than the  premium  received  from the
writing of the option.  Because  increases  in the market price of a call option
will generally reflect increases in the market price of the underlying  security
or currency,  any loss  resulting from the repurchase of a call option is likely
to be offset in whole or in part by appreciation  of the underlying  security or
currency owned by the Fund.

     The Fund  will not  write a  covered  call  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 Fund's total  assets.  In
calculating  the 25% limit,  the Fund will  offset,  against the value of assets
covering  written  calls and  puts,  the  value of  purchased  calls and puts on
identical securities or currencies with identical maturity dates.

     Writing Covered Put Options.  Although the Fund has no current intention in
the foreseeable future of writing American or European style covered put options
and purchasing put options to close out options  previously written by the Fund,
the Fund reserves the right to do so.

     The Fund would write put options only on a covered basis,  which means that
the Fund would maintain in a segregated account cash, U.S. government securities
or other  liquid  high-grade  debt  obligations  in an amount  not less than the
exercise price or the Fund will own an option to sell the underlying security or
currency subject to the option having an exercise price equal to or greater than
the exercise price of the "covered" options at all times while the put option is
outstanding.  (The rules of a clearing  corporation  currently require that such
assets be deposited in escrow to secure payment of the exercise price.) The Fund
would generally write covered put options in circumstances where the Sub-advisor
wishes to purchase the underlying  security or currency for the Fund's portfolio
at a price lower than the current  market price of the security or currency.  In
such event the Fund would write a put option at an exercise price which, reduced
by the premium received on the option, reflects the lower price it is willing to
pay. Since the Fund would also receive interest on debt securities or currencies
maintained to cover the exercise price of the option,  this  technique  could be
used to enhance current return during periods of market uncertainty. The risk in
such a transaction would be that the market price of the underlying  security or
currency would decline below the exercise price less the premiums received. Such
a decline could be substantial and result in a significant  loss to the Fund. In
addition,  the  Fund,  because  it  does  not  own the  specific  securities  or
currencies  which it may be required to purchase in exercise of the put,  cannot
benefit from appreciation,  if any, with respect to such specific  securities or
currencies.

     The Fund will not write a covered put option if, as a result, the aggregate
market value of all  portfolio  securities  or  currencies  covering put or call
options  exceeds  25%  of the  market  value  of the  Fund's  total  assets.  In
calculating  the 25% limit,  the Fund will  offset,  against the value of assets
covering  written  puts and  calls,  the  value of  purchased  puts and calls on
identical securities or currencies with identical maturity dates.

     Purchasing  Put Options.  The Fund may purchase  American or European style
put  options.  The Fund will not  commit  more  than 5% of its  total  assets to
premiums when  purchasing put options.  As the holder of a put option,  the Fund
has the right to sell the underlying  security or currency at the exercise price
at any time during the option period  (American  style) or at the  expiration of
the option (European  style).  The Fund may enter into closing sale transactions
with respect to such options,  exercise them or permit them to expire.  The Fund
may purchase put options for defensive  purposes in order to protect  against an
anticipated decline in the value of its securities or currencies.  An example of
such use of put options is provided in this SAI under  "Certain Risk Factors and
Investment Methods."

     The premium paid by the Fund when  purchasing a put option will be recorded
as an asset of the Fund.  This  asset  will be  adjusted  daily to the  option's
current  market value,  which will be the latest sale price at the time at which
the net asset value per share of the Fund is  computed  (close of New York Stock
Exchange),  or, in the  absence of such sale,  the latest bid price.  This asset
will be terminated  upon expiration of the option,  the selling  (writing) of an
identical  option in a closing  transaction,  or the delivery of the  underlying
security or currency upon the exercise of the option.

     Purchasing Call Options.  The Fund may purchase  American or European style
call  options.  The Fund will not  commit  more  than 5% of its total  assets to
premiums when purchasing call options.  As the holder of a call option, the Fund
has the right to purchase  the  underlying  security or currency at the exercise
price at any time during the option period (American style) or at the expiration
of  the  option  (European  style).   The  Fund  may  enter  into  closing  sale
transactions  with  respect to such  options,  exercise  them or permit  them to
expire.  The Fund may purchase  call options for the purpose of  increasing  its
current  return or avoiding  tax  consequences  which  could  reduce its current
return.  The  Fund may also  purchase  call  options  in  order to  acquire  the
underlying  securities or currencies.  Examples of such uses of call options are
provided in this SAI under "Certain Risk Factors and Investment Methods."

     The Fund  may also  purchase  call  options  on  underlying  securities  or
currencies  it owns  in  order  to  protect  unrealized  gains  on call  options
previously  written by it. A call option  would be  purchased  for this  purpose
where tax  considerations  make it  inadvisable  to realize such gains through a
closing  purchase  transaction.  Call  options may also be purchased at times to
avoid realizing losses.

     Dealer  Options.  The Fund may  engage  in  transactions  involving  dealer
options. Certain risks are specific to dealer options. While the Fund would look
to a clearing corporation to exercise  exchange-traded options, if the Fund were
to purchase a dealer option,  it would rely on the dealer from whom it purchased
the option to perform if the option were exercised.  While the Fund will seek to
enter into  dealer  options  only with  dealers  who will agree to and which are
expected  to be capable of entering  into  closing  transactions  with the Fund,
there  can be no  assurance  that the Fund  will be able to  liquidate  a dealer
option at a  favorable  price at any time  prior to  expiration.  Failure by the
dealer to perform  would  result in the loss of the premium  paid by the Fund as
well as loss of the expected benefit of the transaction.

     Futures Contracts:

     Transactions  in  Futures.  The  Fund  may  enter  into  financial  futures
contracts,  including stock index, interest rate and currency futures ("futures"
or "futures contracts");  however, the Fund has no current intention of entering
into interest rate futures.  The Fund,  however,  reserves the right to trade in
financial futures of any kind.

     Stock index futures contracts may be used to attempt to provide a hedge for
a portion of the Fund, as a cash management tool, or as an efficient way for the
Sub-advisor  to  implement  either an increase or decrease in  portfolio  market
exposure  in  response  to  changing  market  conditions.  Stock  index  futures
contracts are currently traded with respect to the S&P 500 Index and other broad
stock market indices,  such as the New York Stock Exchange Composite Stock Index
and the Value Line Composite  Stock Index.  The Fund may,  however,  purchase or
sell futures  contracts with respect to any stock index whose movements will, in
its judgment, have a significant correlation with movements in the prices of all
or portions of the Fund's portfolio securities.

     Interest rate or currency futures contracts may be used to attempt to hedge
against  changes in  prevailing  levels of interest  rates or currency  exchange
rates in order to establish more  definitely the effective  return on securities
or currencies  held or intended to be acquired by the Fund. In this regard,  the
Fund could sell  interest  rate or  currency  futures as an offset  against  the
effect of expected  increases in interest  rates or currency  exchange rates and
purchase  such futures as an offset  against the effect of expected  declines in
interest rates or currency exchange rates.

     The Fund will enter into futures  contracts which are traded on national or
foreign  futures  exchanges  and  are  standardized  as  to  maturity  date  and
underlying  financial  instrument.  Futures  exchanges and trading in the United
States are regulated under the Commodity  Exchange Act by the Commodity  Futures
Trading  Commission  ("CFTC").  Although  techniques  other  than  the  sale and
purchase of futures contracts could be used for the  above-referenced  purposes,
futures   contracts  offer  an  effective  and  relatively  low  cost  means  of
implementing  the Fund's  objectives in these areas. For a discussion of futures
transactions and certain risks involved therein,  see this SAI and the Company's
Prospectus under "Certain Risk Factors and Investment Methods."

     Regulatory  Limitations.  The Fund will engage in  transactions  in futures
contracts and options thereon only for bona fide hedging,  yield enhancement and
risk  management  purposes,  in each  case in  accordance  with  the  rules  and
regulations of the CFTC.

     The Fund may not enter into futures  contracts or options  thereon if, with
respect to positions which do not qualify as bona fide hedging under  applicable
CFTC  rules,  the sum of the  amounts of initial  margin  deposits on the Fund's
existing futures and premiums paid for options on futures would exceed 5% of the
net asset value of the Fund after  taking into  account  unrealized  profits and
unrealized  losses on any such contracts it has entered into;  provided however,
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 calculating the 5% limitation.

     In instances  involving  the purchase of futures  contracts or call options
thereon or the writing of put options thereon by the Fund, an amount of cash, or
other  liquid  assets,  equal to the market value of the futures  contracts  and
options  thereon (less any related margin  deposits),  will be identified by the
Fund to cover the position,  or alternative  cover (such as owning an offsetting
position) will be employed.

     Options on Futures  Contracts.  As an  alternative to writing or purchasing
call and put options on stock index futures, the Fund may write or purchase call
and put options on financial  indices.  Such  options  would be used in a manner
similar to the use of options on futures contracts.  From time to time, a single
order to purchase or sell futures  contracts (or options thereon) may be made on
behalf of the Fund and other mutual funds or  portfolios of mutual funds managed
by the  Sub-advisor or T. Rowe Price  Associates,  Inc. Such  aggregated  orders
would be  allocated  among  the Fund and  such  other  portfolios  in a fair and
non-discriminatory  manner.  See this  SAI and the  Company's  Prospectus  under
"Certain Risk Factors and Investment Methods" for a description of certain risks
involved in options and futures contracts.

     Additional Futures and Options Contracts.  Although the Fund has no current
intention  of  engaging  in  futures or  options  transactions  other than those
described above, it reserves the right to do so. Such futures or options trading
might involve risks which differ from those  involved in the futures and options
described above.

     Foreign  Futures and  Options.  The Fund is  permitted to invest in foreign
futures  and  options.  For a  description  of foreign  futures  and options and
certain  risks  involved  therein as well as certain  risks  involved in foreign
investing, see this SAI and the Company's Prospectus under "Certain Risk Factors
and Investment Methods."

     Foreign Currency  Transactions.  The Fund will generally enter into forward
foreign currency  exchange  contracts under two  circumstances.  First, when the
Fund enters into a contract for the  purchase or sale of a security  denominated
in a foreign  currency,  it may desire to "lock in" the U.S. dollar price of the
security.  Second,  when  the  Sub-advisor  believes  that  the  currency  of  a
particular  foreign country may suffer or enjoy a substantial  movement  against
another  currency,  including  the U.S.  dollar,  it may  enter  into a  forward
contract to sell or buy the amount of the former foreign currency, approximating
the value of some or all of the Fund's  securities  denominated  in such foreign
currency.  Alternatively,  where appropriate,  the Fund may hedge all or part of
its foreign  currency  exposure  through the use of a basket of  currencies or a
proxy currency  where such currency or currencies act as an effective  proxy for
other  currencies.  In such a case,  the Fund may enter into a forward  contract
where the amount of the  foreign  currency  to be sold  exceeds the value of the
securities  denominated  in  such  currency.  The  use of  this  basket  hedging
technique  may be more  efficient  and  economical  than  entering into separate
forward  contracts for each currency held in the Fund.  The precise  matching of
the forward contract  amounts and the value of the securities  involved will not
generally  be  possible  since the future  value of such  securities  in foreign
currencies  will change as a  consequence  of market  movements  in the value of
those  securities  between the date the forward contract is entered into and the
date it matures.  The  projection  of  short-term  currency  market  movement is
extremely  difficult,  and the  successful  execution  of a  short-term  hedging
strategy  is highly  uncertain.  Other than as set forth  above and  immediately
below,  the Fund will also not enter into such  forward  contracts or maintain a
net exposure to such contracts  where the  consummation  of the contracts  would
obligate  the Fund to  deliver an amount of  foreign  currency  in excess of the
value of the Fund's securities or other assets denominated in that currency. The
Fund,  however, in order to avoid excess transactions and transaction costs, may
maintain  a net  exposure  to  forward  contracts  in excess of the value of the
Fund's  securities  or  other  assets  to which  the  forward  contracts  relate
(including  accrued  interest to the maturity of the forward on such securities)
provided the excess amount is "covered" by liquid,  high-grade debt  securities,
denominated  in any currency,  at least equal at all times to the amount of such
excess.  For these purposes "the securities or other assets to which the forward
contracts relate" may be securities or assets  denominated in a single currency,
or where  proxy  forwards  are  used,  securities  denominated  in more than one
currency. Under normal circumstances, consideration of the prospect for currency
parities will be  incorporated  into the longer term  investment  decisions made
with regard to overall  diversification  strategies.  However,  the  Sub-advisor
believes that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of the Fund will be served.
The Fund will generally not enter into a forward contract with a term of greater
than one year.

     At the  maturity  of a  forward  contract,  the  Fund may  either  sell the
portfolio  security and make delivery of the foreign currency,  or it may retain
the security and  terminate  its  contractual  obligation to deliver the foreign
currency by purchasing an "offsetting"  contract  obligating it to purchase,  on
the same maturity date, the same amount of the foreign currency.

     As indicated  above,  it is impossible to forecast with absolute  precision
the market  value of  portfolio  securities  at the  expiration  of the  forward
contract.  Accordingly,  it may be necessary for the Fund to purchase additional
foreign  currency on the spot market (and bear the expense of such  purchase) if
the market value of the security is less than the amount of foreign currency the
Fund is  obligated to deliver and if a decision is made to sell the security and
make delivery of the foreign currency.  Conversely,  it may be necessary to sell
on the spot market some of the foreign  currency  received  upon the sale of the
portfolio  security if its market value  exceeds the amount of foreign  currency
the Fund is obligated to deliver. However, as noted, in order to avoid excessive
transactions  and transaction  costs,  the Fund may use liquid,  high-grade debt
securities  denominated in any currency,  to cover the amount by which the value
of a forward contract exceeds the value of the securities to which it relates.

     If the Fund retains the  portfolio  security  and engages in an  offsetting
transaction,  the Fund will incur a gain or a loss (as  described  below) to the
extent that there has been  movement  in forward  contract  prices.  If the Fund
engages  in an  offsetting  transaction,  it may  subsequently  enter into a new
forward  contract to sell the foreign  currency.  Should  forward prices decline
during the period  between the Fund's  entering into a forward  contract for the
sale of a foreign  currency and the date it enters into an  offsetting  contract
for the  purchase of the foreign  currency,  the Fund will realize a gain to the
extent the price of the  currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase.  Should  forward prices  increase,  the Fund
will  suffer a loss to the extent of the price of the  currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.

     The Fund's  dealing in forward  foreign  currency  exchange  contracts will
generally be limited to the  transactions  described  above.  However,  the Fund
reserves  the  right  to enter  into  forward  foreign  currency  contracts  for
different purposes and under different circumstances. Of course, the Fund is not
required  to  enter  into   forward   contracts   with  regard  to  its  foreign
currency-denominated  securities and will not do so unless deemed appropriate by
the Sub-advisor.  It also should be realized that this method of hedging against
a decline  in the value of a currency  does not  eliminate  fluctuations  in the
underlying prices of the securities. It simply establishes a rate of exchange at
a future date.  Additionally,  although such contracts tend to minimize the risk
of loss due to a decline in the value of the hedged currency,  at the same time,
they tend to limit any potential gain which might result from an increase in the
value of that currency.

     Although the Fund values its assets daily in terms of U.S. dollars, it does
not intend to convert its holdings of foreign  currencies into U.S. dollars on a
daily basis.  It will do so from time to time, and investors  should be aware of
the costs of  currency  conversion.  Although  foreign  exchange  dealers do not
charge a fee for  conversion,  they do realize a profit based on the  difference
(the "spread")  between the prices at which they are buying and selling  various
currencies.  Thus, a dealer may offer to sell a foreign  currency to the Fund at
one rate,  while  offering a lesser rate of  exchange  should the Fund desire to
resell that  currency to the dealer.  For an  additional  discussion  of certain
risks involved in foreign investing,  see this SAI and the Company's  Prospectus
under "Certain Risk Factors and Investment Methods."

     Federal Tax Treatment of Options,  Futures  Contracts  and Forward  Foreign
Exchange Contracts. The Fund may enter into certain option, futures, and forward
foreign exchange contracts,  including options and futures on currencies,  which
will be treated as Section 1256 contracts or straddles.

     Transactions which are considered Section 1256 contracts will be considered
to have been closed at the end of the Fund's fiscal year and any gains or losses
will be recognized for tax purposes at that time.  Such gains or losses from the
normal closing or settlement of such  transactions  will be characterized as 60%
long-term  capital  gain  (taxable  at a  maximum  rate of 20%) or loss  and 40%
short-term  capital  gain  or  loss  regardless  of the  holding  period  of the
instrument (or, in the case of foreign exchange contracts,  entirely as ordinary
income  or loss).  The Fund will be  required  to  distribute  net gains on such
transactions to shareholders  even though it may not have closed the transaction
and received cash to pay such distributions.

     Options, futures and forward foreign exchange contracts,  including options
and futures on  currencies,  which offset a foreign dollar  denominated  bond or
currency  position may be considered  straddles for tax purposes in which case a
loss on any position in a straddle  will be subject to deferral to the extent of
unrealized gain in an offsetting position.  The holding period of the securities
or  currencies  comprising  the  straddle  will be deemed not to begin until the
straddle  is  terminated.  The  holding  period of the  security  offsetting  an
"in-the-money  qualified  covered  call" option on an equity  security  will not
include the period of time the option is outstanding.

     Losses on written covered calls and purchased puts on securities, excluding
certain "qualified covered call" options on equity securities,  may be long-term
capital loss, if the security  covering the option was held for more than twelve
months prior to the writing of the option.

     In order  for the Fund to  continue  to  qualify  for  federal  income  tax
treatment as a regulated  investment  company,  at least 90% of its gross income
for a taxable  year must be derived from  qualifying  income,  i.e.,  dividends,
interest,  income derived from loans of  securities,  and gains from the sale of
securities or currencies.  Tax  regulations  could be issued limiting the extent
that  net gain  realized  from  option,  futures  or  foreign  forward  exchange
contracts  on  currencies   is  qualifying   income  for  purposes  of  the  90%
requirement.

     As a result of the  "Taxpayer  Relief Act of 1997,"  entering  into certain
options,  futures contracts,  or forward contracts may be deemed a "constructive
sale" of  offsetting  securities,  which could result in a taxable gain from the
sale being distributed to shareholders. The Fund would be required to distribute
any such gain even  though it would not  receive  proceeds  from the sale at the
time the option, futures or forward position is entered into.

     Hybrid Commodity and Security Instruments.  Instruments have been developed
which  combine the elements of futures  contracts or options with those of debt,
preferred equity or a depository instrument  (hereinafter "Hybrid Instruments").
Often  these  hybrid  instruments  are  indexed to the price of a  commodity  or
particular  currency or a domestic or foreign debt or equity  securities  index.
Hybrid instruments may take a variety of forms,  including,  but not limited to,
debt  instruments  with  interest  or  principal  payments or  redemption  terms
determined  by  reference  to the value of a currency or  commodity  at a future
point in time,  preferred  stock with dividend rates  determined by reference to
the value of a currency,  or convertible  securities  with the conversion  terms
related to a particular commodity. For a discussion of certain risks involved in
hybrid  instruments,  see this SAI under  "Certain  Risk Factors and  Investment
Methods."

     Repurchase  Agreements.  Subject to guidelines promulgated by the Directors
of the Company,  the Fund may enter into repurchase  agreements through which an
investor  (such as the Fund)  purchases  a  security  (known as the  "underlying
security") from a well-established  securities dealer or a bank that is a member
of the Federal Reserve System.  Any such dealer or bank will be on T. Rowe Price
Associates,  Inc. ("T. Rowe Price")  approved list and have a credit rating with
respect to its short-term debt of at least A1 by Standard & Poor's  Corporation,
P1 by Moody's  Investors  Service,  Inc.,  or the  equivalent  rating by T. Rowe
Price.  At that time,  the bank or securities  dealer  agrees to repurchase  the
underlying  security  at the same price,  plus  specified  interest.  Repurchase
agreements  are  generally  for a short period of time,  often less than a week.
Repurchase agreements which do not provide for payment within seven days will be
treated  as  illiquid  securities.  The Fund will  only  enter  into  repurchase
agreements  where  (i) the  underlying  securities  are of the  type  (excluding
maturity  limitations) which the Fund's investment  guidelines would allow it to
purchase directly,  (ii) the market value of the underlying security,  including
interest  accrued,  will be at all  times  equal to or  exceed  the value of the
repurchase agreement, and (iii) payment for the underlying security is made only
upon physical delivery or evidence of book-entry  transfer to the account of the
custodian  or a bank  acting as agent.  In the  event of a  bankruptcy  or other
default of a seller of a repurchase  agreement,  the Fund could  experience both
delays in liquidating  the  underlying  securities  and losses,  including:  (a)
possible decline in the value of the underlying security during the period while
the Fund seeks to enforce its rights thereto;  (b) possible  subnormal levels of
income and lack of access to income  during  this  period;  and (c)  expenses of
enforcing its rights.

     Illiquid  and  Restricted  Securities.  The Fund may not invest in illiquid
securities  including  repurchase  agreements  which do not  provide for payment
within  seven days,  if as a result,  they would  comprise  more than 15% of the
value of the Fund's net assets.

     Restricted securities may be sold only in privately negotiated transactions
or in a public  offering  with respect to which a  registration  statement is in
effect under the Securities Act of 1933 (the "1933 Act").  Where registration is
required,  the  Fund  may be  obligated  to pay all or part of the  registration
expenses and a  considerable  period may elapse between the time of the decision
to sell  and the time the Fund  may be  permitted  to sell a  security  under an
effective  registration  statement.  If,  during such a period,  adverse  market
conditions  were to develop,  the Fund might obtain a less favorable  price than
prevailed when it decided to sell.  Restricted securities will be priced at fair
value as determined in accordance with procedures prescribed by the Directors of
the  Company.  If  through  the  appreciation  of  illiquid  securities  or  the
depreciation of liquid  securities,  the Fund should be in a position where more
than  15% of the  value of its net  assets  are  invested  in  illiquid  assets,
including restricted securities, the Fund will take appropriate steps to protect
liquidity.

     Notwithstanding  the above,  the Fund may purchase  securities  which while
privately  placed,  are eligible for purchase and sale under Rule 144A under the
1933 Act. This rule permits certain qualified  institutional buyers, such as the
Fund, to trade in privately  placed  securities  even though such securities are
not registered under the 1933 Act. The Sub-advisor, under the supervision of the
Directors of the Company,  will consider whether securities purchased under Rule
144A are  illiquid and thus  subject to the Fund's  restriction  of investing no
more than 15% of its net  assets in  illiquid  securities.  A  determination  of
whether a Rule 144A  security is liquid or not is a question of fact.  In making
this  determination,  the Sub-advisor  will consider the trading markets for the
specific  security  taking into account the  unregistered  nature of a Rule 144A
security.  In addition,  the  Sub-advisor  could  consider the (1)  frequency of
trades and quotes,  (2) number of dealers and potential  purchasers,  (3) dealer
undertakings to make a market,  (4) and the nature of the security and of market
place trades (e.g.,  the time needed to dispose of the  security,  the method of
soliciting  offers and the  mechanics of  transfer).  The liquidity of Rule 144A
securities would be monitored and, if as a result of changed  conditions,  it is
determined that a Rule 144A security is no longer liquid, the Fund's holdings of
illiquid  securities  would be reviewed to  determine  what,  if any,  steps are
required to assure that the Fund does not invest more than 15% of its net assets
in illiquid securities.  Investing in Rule 144A securities could have the effect
of increasing the amount of a Fund's assets  invested in illiquid  securities if
qualified institutional buyers are unwilling to purchase such securities.

     The Directors of the Company have  promulgated  guidelines  with respect to
illiquid securities.

     Lending of Portfolio  Securities.  For the purpose of realizing  additional
income, the Fund may make secured loans of portfolio securities amounting to not
more  than  33  1/3%  of  its  total  assets.   Securities  loans  are  made  to
broker-dealers, institutional investors, or other persons pursuant to agreements
requiring that the loans be continuously secured by collateral at least equal at
all  times to the  value of the  securities  lent,  marked  to market on a daily
basis.  The  collateral  received  will  consist  of  cash  or  U.S.  government
securities.  While the  securities  are being  lent,  the Fund will  continue to
receive the  equivalent  of the interest or dividends  paid by the issuer on the
securities,  as well as interest on the  investment  of the  collateral or a fee
from  the  borrower.  The  Fund has a right to call  each  loan and  obtain  the
securities  on three  business  days' notice or, in connection  with  securities
trading on foreign  markets,  within such longer period of time which  coincides
with the normal  settlement period for purchases and sales of such securities in
such foreign markets.  The Fund will not have the right to vote securities while
they are being lent,  but it will call a loan in  anticipation  of any important
vote. The risks in lending  portfolio  securities,  as with other  extensions of
secured credit,  consist of possible delay in receiving additional collateral or
in the recovery of the  securities or possible loss of rights in the  collateral
should the borrower fail financially.  Loans will only be made to persons deemed
to be of good  standing  and will not be made  unless  the  consideration  to be
earned from such loans would justify the risk.

     Other Lending/Borrowing. Subject to approval by the Securities and Exchange
Commission, the Fund may make loans to, or borrow funds from, other mutual funds
sponsored or advised by the  Sub-advisor or T. Rowe Price  Associates,  Inc. The
Fund has no current intention of engaging in these practices at this time.

         When-Issued  Securities and Forward Commitment Contracts.  The Fund may
purchase  securities  on a  "when-issued"  or  delayed  delivery  basis  and may
purchase  securities  on a forward  commitment  basis.  Any or all of the Fund's
investments in debt securities may be in the form of when-issueds  and forwards.
The price of such securities, which may be expressed in yield terms, is fixed at
the time the commitment to purchase is made, but delivery and payment take place
at a later date.  Normally,  the  settlement  date occurs  within 90 days of the
purchase for  when-issueds,  but may be substantially  longer for forwards.  The
Fund will cover its commitments  with respect to these securities by maintaining
cash and/or other liquid assets with its custodian  bank equal in value to these
commitments  during the time  between  the  purchase  and the  settlement.  Such
segregated securities either will mature or, if necessary,  be sold on or before
the settlement date. For a discussion of these securities and the risks involved
therein, see this SAI under "Certain Risk Factors and Investment Methods."

         Cash Reserves. The Fund's cash reserves may be invested in domestic and
foreign money market instruments rated within the top two credit categories by a
national rating organization, or if unrated, of equivalent investment quality as
determined by the Sub-advisor.

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations are not "fundamental"  restrictions and may be changed by
the Directors of the Company without shareholder approval. The Fund will not:

     1........Purchase  additional  securities when money borrowed exceeds 5% of
          the Fund's 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  Rule  144A 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 Investment Company Act of 1940;

     5........Invest in puts,  calls,  straddles,  spreads,  or any  combination
          thereof,  except to the extent  permitted by the Company's  Prospectus
          and this SAI;

     6........Purchase  securities  on margin,  except (i) for use of short-term
          credit  necessary for  clearance of purchases of portfolio  securities
          and (ii) the Fund may make margin  deposits in connection with futures
          contracts and other permissible investments;

     7........Mortgage,  pledge,  hypothecate  or, in any manner,  transfer  any
          security  owned by the Fund as a 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 Fund's total assets at the time of borrowing
          or investment;

     8........Effect short sales of securities;

     9........Invest in warrants if, as a result  thereof,  more than 10% of the
          value of the total  assets of the Fund 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; 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 Fund's net assets.

         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  portfolios to permit indirect foreign  investment in
such  securities.  For tax  purposes  these  portfolios  may be known as Passive
Foreign  Investment  Companies.  The  Fund  is  subject  to  certain  percentage
limitations under the Investment Company Act of 1940 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 Fund's  total  assets may be  invested in such
securities.


ASAF AIM INTERNATIONAL EQUITY FUND:

Investment Objective:  The investment objective of the Fund is to seek long-term
capital growth by investing in a diversified  portfolio of international  equity
securities the issuers of which are considered by the Sub-advisor to have strong
earnings momentum.

Investment Policies:

         In managing the Fund,  the  Sub-advisor  seeks to apply to the Fund the
same  investment  strategy  that it  applies  to  several  of its other  managed
portfolios that have similar investment  objectives but that invest primarily in
United States equities markets.  The Fund will utilize to the extent practicable
a fully  managed  investment  policy  providing  for the selection of securities
which meet certain  quantitative  standards  determined by the Sub-advisor.  The
Sub-advisor  reviews  carefully the earnings history and prospects for growth of
each company  considered  for  investment  by the Fund. It is  anticipated  that
common stocks will be the principal  form of investment of the Fund. The Fund is
primarily  comprised of  securities of two basic  categories  of companies:  (a)
"core"   companies,   which  the  Sub-advisor   considers  to  have  experienced
above-average and consistent  long-term growth in earnings and to have excellent
prospects  for  outstanding  future  growth,  and  (b)  "earnings  acceleration"
companies,  which the  Sub-advisor  believes are  currently  enjoying a dramatic
increase in earnings.

         If a  particular  foreign  company  meets  the  quantitative  standards
determined  by the  Sub-advisor,  its  securities  may be  acquired  by the Fund
regardless  of the  location  of the  company  or the  percentage  of the Fund's
investments in the company's  country or region.  However,  the Sub-advisor will
also  consider  other  factors  in  making  investment  decisions  for the Fund,
including  such  factors as the  prospects  for relative  economic  growth among
countries  or regions,  economic and  political  conditions,  currency  exchange
fluctuations, tax considerations and the liquidity of a particular security.

         The Sub-advisor  recognizes that often there is less public information
about  foreign  companies  than is  available  in reports  supplied  by domestic
companies,  that foreign  companies  are not subject to uniform  accounting  and
financial reporting standards,  and that there may be greater delays experienced
by the Fund in receiving  financial  information  supplied by foreign  companies
than comparable  information  supplied by domestic companies.  In addition,  the
value of the Fund's  investments  that are denominated in a foreign currency may
be affected by changes in currency  exchange rates. For these and other reasons,
the Sub-advisor from time to time may encounter greater difficulty  applying its
disciplined  stock  selection  strategy to an  international  equity  investment
portfolio than to a portfolio of domestic equity securities.

         Any income  realized by the Fund will be incidental  and will not be an
important criterion in the selection of portfolio securities.

         Under normal market conditions the Fund will invest at least 70% of its
total assets in marketable equity securities,  including common stock, preferred
stock,  and other  securities  having the  characteristics  of stock (such as an
equity or ownership  interest in a company) of foreign companies that are listed
on  a   recognized   foreign   securities   exchange  or  traded  on  a  foreign
over-the-counter  market. The Fund may also satisfy the foregoing requirement in
part by  investing  in the  securities  of foreign  issuers in the form of ADRs,
EDRs, or other securities representing underlying securities of foreign issuers.
The  Fund  may  also  invest  up to  20%  of  its  total  assets  in  securities
exchangeable for or convertible into equity securities of foreign companies that
are listed on a recognized  foreign  securities  exchange or traded in a foreign
over-the-counter market.

         Under  normal  market  conditions,  the Fund  intends  to  invest  in a
diversified portfolio that includes companies located in at least four countries
outside of the United  States.  The Fund will  emphasize  investment  in foreign
companies in the developed countries of Western Europe (such as Germany, France,
Switzerland, the Netherlands and the United Kingdom) and the Pacific Basin (such
as Japan,  Hong Kong and  Australia),  but the  Portfolio may also invest in the
securities  of  companies  located  in  developing  countries  (such as  Turkey,
Malaysia and Mexico) in various regions of the world. The risks of investment in
the  equity  markets  of  developing  countries  are  described  in more  detail
immediately  below  and in  this  Statement  under  "Certain  Risk  Factors  and
Investment Methods."

         Real Estate Investment Trusts ("REITs").  The Fund may invest in equity
and/or debt securities  issued by REITs.  Such investments will not exceed 5% of
the total assets of the Fund.

         REITs are trusts that sell equity or debt  securities  to investors and
use the proceeds to invest in real estate or interests therein. A REIT may focus
on  particular  types of projects,  such as apartment  complexes,  or geographic
regions, such as the Southeastern United States, or both.

         To the extent that the Fund invests in REITs, it could  conceivably own
real estate  directly as a result of a default on the  securities  it owns.  The
Fund,  therefore,  may be subject to certain  risks  associated  with the direct
ownership of real  estate,  including  difficulties  in valuing and trading real
estate,  declines in the value of real estate,  environmental  liability  risks,
risks related to general and local  economic  conditions,  adverse change in the
climate for real estate,  increases in property  taxes and  operating  expenses,
changes in zoning laws, casualty or condemnation  losses,  limitations on rents,
changes  in  neighborhood  values,  the appeal of  properties  to  tenants,  and
increases in interest rates.

         In addition to the risks described above,  equity REITs may be affected
by any  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.
Equity and mortgage REITs are dependent upon management skill, and are generally
not diversified  and therefore are subject to the risk of financing  single or a
limited  number of  projects.  Such  trusts are also  subject to heavy cash flow
dependency,  defaults by borrowers,  self-liquidation,  and the possibility that
the REIT will fail to  maintain  its  exemption  from the 1940 Act.  Changes  in
interest rates may also affect the value of debt securities of REITs held by the
Fund. By investing in REITs indirectly through the Fund, a shareholder will bear
not only  his/her  proportionate  share of the  expenses of the Fund,  but also,
indirectly, similar expenses of the REITs.

         Repurchase Agreements and Reverse Repurchase  Agreements.  The Fund may
enter into repurchase agreements and reverse repurchase agreements. A repurchase
agreement is  collateralized  by the security acquired by the Fund and the value
of the  acquired  security is marked to market  daily in order to  minimize  the
Fund's risk. Repurchase agreements usually are for short periods, such as one or
two  days,  but may be  entered  into for  longer  periods  of time.  Repurchase
agreements will be secured by U.S. Treasury  securities,  U.S. Government agency
securities  (including,  but not  limited to those  which have been  stripped of
their interest payments and mortgage-backed securities) and commercial paper. In
the event of bankruptcy or other default of a seller of a repurchase  agreement,
the Fund may experience losses,  including possible reduced levels of income and
lack of access to income during this period.

         The Fund may employ  reverse  repurchase  agreements  (i) for temporary
emergency purposes, such as to meet unanticipated net redemptions so as to avoid
liquidating other portfolio  securities during  unfavorable  market  conditions;
(ii) to cover  short-term cash  requirements  resulting from the timing of trade
settlements;  or (iii) to take advantage of market situations where the interest
income  to be  earned  from the  from  the  investment  of the  proceeds  of the
transaction is greater than the interest  expense of the  transaction.  The Fund
may enter into reverse repurchase agreements in amounts not exceeding 10% of the
value of its total assets.  Reverse repurchase  agreements involve the risk that
the market value of securities  retained by the Fund in lieu of liquidation  may
decline below the repurchase price of the securities sold by the Fund that it is
obligated  to  repurchase.  This risk could cause a  reduction  in the net asset
value of the Fund's shares.

         Additional   information   about  repurchase  and  reverse   repurchase
agreements and their risks are included in the Trust's Prospectus under "Certain
Risk Factors and Investment Methods."

         Lending of Portfolio  Securities.  While securities are being lent, the
Fund will continue to receive the  equivalent of the interest or dividends  paid
by the issuer on the  securities,  as well as interest on the  investment of the
collateral or a fee from the borrower.  The Fund has the right to call its loans
and obtain the securities on three business days' notice or, in connection  with
securities  trading on foreign  markets,  within such longer period of time that
coincides  with the normal  settlement  period for  purchases  and sales of such
securities in such foreign markets.  The risks in lending portfolio  securities,
as with  other  extensions  of secured  credit,  consist  of  possible  delay in
receiving additional collateral or in the recovery of the securities or possible
loss  of  rights  in  the  collateral  should  the  borrower  fail  financially.
Additional  information about the lending of portfolio securities is included in
this  Statement  and the Trust's  Prospectus  under  "Certain  Risk  Factors and
Investment Methods."

         Borrowings.  The Fund may borrow  money to a limited  extent from banks
for temporary or emergency  purposes  subject to the limitations  under the 1940
Act. In  addition,  the Fund does not intend to engage in  leverage;  therefore,
consistent with current  interpretations  of the SEC, the Fund will not purchase
additional  securities while borrowings from banks exceed 5% of the Fund's total
assets.  Additional  information  about  borrowing  is  included  in the Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Securities Issued on a When-Issued or Delayed-Delivery  Basis. The Fund
may purchase  securities  on a  "when-issued"  basis,  that is,  delivery of and
payment  for the  securities  is not fixed at the date of  purchase,  but is set
after the securities are issued (normally within  forty-five days after the date
of the  transaction).  The  Fund  also  may  purchase  or sell  securities  on a
delayed-delivery  basis. The payment  obligation and the interest rate that will
be received on the delayed  delivery-securities  are fixed at the time the buyer
enters into the  commitment.  If the Fund  purchases a  when-issued  security or
enters  into a  delayed-delivery  agreement,  the  Fund's  custodian  bank  will
segregate  cash or other  liquid  assets  in an  amount  at  least  equal to the
when-issued  commitment or  delayed-delivery  agreement  commitment.  Additional
information about when-issued and delayed-delivery  transactions and their risks
is included in this Statement and in the Trust's  Prospectus under "Certain Risk
Factors and Investment Methods."

         Short Sales "Against the Box." As described in the Trust's  Prospectus,
the Fund may from time to time make short  sales  against the box. To secure its
obligation to deliver the securities sold short, the Fund will deposit in escrow
in a separate  account with its custodian an equal amount of the securities sold
short or  securities  convertible  into or  exchangeable  for  such  securities.
Because  the Fund  ordinarily  will want to  continue  to receive  interest  and
dividend  payments on securities in its portfolio that are convertible  into the
securities sold short, the Fund will normally close out a short position covered
by  convertible  securities by purchasing  and delivering an equal amount of the
securities sold short, rather than by delivering the convertible securities that
it already holds.

         The Fund will make a short sale, as a hedge,  when it believes that the
price of a security  may  decline,  causing a decline in the value of a security
owned  by the  Fund or a  security  convertible  into or  exchangeable  for such
security.  In such case, any future losses in the Fund's long position should be
reduced  by a gain in the  short  position.  Conversely,  any  gain in the  long
position should be reduced by a loss in the short position.  The extent to which
such gains or losses are reduced  will  depend  upon the amount of the  security
sold short relative to the amount the Fund owns,  either directly or indirectly,
and,  in the case  where the Fund owns  convertible  securities,  changes in the
conversion premium. In determining the number of shares to be sold short against
the Fund's position in a convertible  security,  the anticipated  fluctuation in
the  conversion  premium is  considered.  The Fund may also make short  sales to
generate  additional  income from the  investment  of the cash proceeds of short
sales.  In no event may more than 10% of the value of the Fund's total assets be
deposited or pledged as collateral for short sales at any time.

         Rule 144A Securities. The Fund may purchase privately placed securities
that are eligible for resale  pursuant to Rule 144A under the  Securities Act of
1933 (the "1933 Act"). This Rule permits certain qualified institutional buyers,
such as the Fund, to trade in securities that have not been registered under the
1933 Act. The  Sub-advisor,  under  guidelines  adopted by the Trust's  Board of
Trustees,  will  consider  whether  securities  purchased  under  Rule  144A are
illiquid  and thus subject to the Fund's  restriction  of investing no more than
15% of its net assets in illiquid  securities.  The  determination  of whether a
Rule  144A   security  is  liquid  is  a  question  of  fact.   In  making  this
determination,  the  Sub-advisor  will  consider  the  trading  markets  for the
specific  security  taking into account the  unregistered  nature of a Rule 144A
security.  In addition,  the Sub-advisor will consider,  as it deems appropriate
under the circumstances,  the (i) frequency of trades and quotes, (ii) number of
dealers and potential  purchasers,  (iii) dealer  undertakings to make a market,
and (iv) nature of the security and of marketplace trades (for example, the time
needed to  dispose of the  security,  the  method of  soliciting  offers and the
mechanics  of  transfer).  The  liquidity of Rule 144A  securities  will also be
monitored by the Sub-advisor  and, if as a result of changed  conditions,  it is
determined that a Rule 144A security is no longer liquid, the Fund's holdings of
illiquid  securities  will be  reviewed to  determine  what,  if any,  action is
required to assure that the Fund does not invest more than 15% of its net assets
in illiquid  securities.  Additional  information  about  illiquid and Rule 144A
securities is included in the Trust's Prospectus under "Certain Risk Factors and
Investment Methods."

         Foreign  Securities.  The Fund  normally  invests  primarily in foreign
securities,   including  American  Depositary  Receipts  ("ADRs")  and  European
Depositary Receipts ("EDRs").  Generally, ADRs, in registered form, are designed
for use in the United States securities  markets,  and EDRs, in bearer form, are
designed for use in European securities markets.  ADRs and EDRs may be listed on
stock exchanges, or traded in OTC markets in the United States or Europe, as the
case may be. ADRs, like other  securities  traded in the United States,  will be
subject to negotiated commission rates.

         To the extent the Fund  invests in  securities  denominated  in foreign
currencies,  the Fund bears the risk of changes in the  exchange  rates  between
U.S. currency and the foreign  currency,  as well as the availability and status
of foreign securities markets. The Fund's investments in securities  denominated
in foreign currencies generally will be marketable equity securities  (including
common and preferred  stock,  depositary  receipts for stock and fixed income or
equity  securities  exchangeable  for or  convertible  into  stock)  of  foreign
companies that generally are listed on a recognized foreign securities  exchange
or traded  in a foreign  over-the-counter  market.  The Fund may also  invest in
foreign securities listed on recognized U.S.  securities  exchanges or traded in
the U.S. over-the-counter market.

         Investments by the Fund in foreign  securities,  whether denominated in
U.S.  currencies or foreign  currencies,  may entail risks that are greater than
those  associated with domestic  investments.  The risks of investing in foreign
securities are discussed in detail in this Statement and the Trust's  Prospectus
under "Certain Risk Factors and Investment  Methods."  Investment by the Fund in
ADRs,  EDRs and similar  securities  also may entail some or all or these risks.
The Sub-advisor  seeks to mitigate the risks associated with foreign  investment
through diversification and active professional management.

     Developing  Countries.  A developing country or emerging market country can
be  considered  to  be  a  country  that  is  in  the  initial   stages  of  its
industrialization  cycle.  Currently,  emerging markets  generally include every
country in the world other than the developed European  countries  (primarily in
Western Europe), the United States, Canada, Japan, Australia,  New Zealand, Hong
Kong and  Singapore.  The  characteristics  of  markets  can  change  over time.
Currently,  the Sub-advisor  believes that investing in many emerging markets is
not desirable or feasible because of the lack of adequate  custody  arrangements
for the Fund's assets, overly burdensome  repatriation and similar restrictions,
the lack of organized  and liquid  securities  markets,  unacceptable  political
risks or other reasons.  As desirable  opportunities  to invest in securities in
emerging markets  develop,  the Fund may expand and further broaden the group of
emerging markets in which it invests.

         Many of the risks  relating  to foreign  securities  generally  will be
greater for emerging markets than for developed countries. Many emerging markets
have experienced  substantial  rates of inflation for many years.  Inflation and
rapid  fluctuations  in  inflation  rates have had and may continue to have very
negative effects on the economies and securities  markets for certain developing
markets.  Economies in emerging  markets  generally are heavily  dependent  upon
international  trade and accordingly,  have been and may continue to be affected
adversely by trade barriers,  exchange controls, managed adjustments in relative
currency values and other  protectionist  measures  imposed or negotiated by the
countries with which they trade. These economies also have been and may continue
to be affected adversely by economic conditions in the countries with which they
trade.  There also may be a lower  level of  securities  market  monitoring  and
regulation  of  developing  markets  and the  activities  of  investors  in such
markets, and enforcement of existing regulations has been extremely limited. The
possibility of revolution and the dependence on foreign economic  assistance may
be greater in these countries than in developed countries.

         In addition, brokerage commissions,  custodial services and other costs
relating to  investment  in foreign  markets are often  higher than the costs of
investing  in the  United  States;  this is  particularly  true with  respect to
emerging  markets.   Such  markets  have  different   settlement  and  clearance
procedures.  In certain markets there have been times when settlements have been
unable to keep  pace  with the  volume  of  securities  transactions,  making it
difficult  to conduct  such  transactions.  Such  settlement  problems may cause
emerging  market  securities  to be illiquid.  The inability of the Fund to make
intended securities purchases due to settlement problems could cause the Fund to
miss attractive  investment  opportunities.  Inability to dispose of a portfolio
security caused by settlement problems could result in losses to the Fund due to
subsequent  declines  in value of the  portfolio  security  or,  if the Fund has
entered into a contract to sell the  security,  could result in liability to the
purchaser.  Certain emerging markets may lack clearing facilities  equivalent to
those in developed countries. Accordingly, settlements can pose additional risks
in such  markets  and  ultimately  can  expose  the Fund to the  risk of  losses
resulting from its inability to recover from a counterparty.

         The risk also exists that an  emergency  situation  may arise in one or
more emerging  markets as a result of which  trading of securities  may cease or
may be substantially curtailed and prices for the Fund's portfolio securities in
such markets may not be readily  available.  The Fund's portfolio  securities in
the affected markets will be valued at fair value determined in good faith by or
under the direction of the Trust's Board of Trustees.

         Portfolio  Turnover.  Any  particular  security  will be sold,  and the
proceeds  reinvested,  whenever such action is deemed prudent from the viewpoint
of the Fund's  investment  objective,  regardless of the holding  period of that
security.  Additional  information about portfolio  turnover is included in this
Statement  under  "Portfolio  Transactions"  and the  Trust's  Prospectus  under
"Portfolio Turnover."

         Options,  Futures  and  Currency  Strategies.  The Fund may use forward
contracts, futures contracts, options on securities, options on indices, options
on currencies,  and options on futures contracts to attempt to hedge against the
overall level of  investment  and currency  risk  normally  associated  with the
Fund's  investments.  These  instruments are often referred to as "derivatives,"
which may be defined as financial  instruments whose performance is derived,  at
least in part,  from the  performance  of  another  asset  (such as a  security,
currency or an index of securities).

         General Risks of Options,  Futures and Currency Strategies.  The use by
the Fund of options,  futures contracts and forward currency  contracts involves
special  considerations  and  risks.  For  example,  there  might  be  imperfect
correlation,  or  even  no  correlation,  between  the  price  movements  or  an
instrument  (such  as an  option  contract)  and  the  price  movements  of  the
investments being hedged. In these circumstances,  if a "protective put" is used
to hedge a potential  decline in a security  and the  security  does  decline in
price,  the put option's  increased value may not completely  offset the loss in
the underlying  security.  Such a lack of correlation might occur due to factors
unrelated  to the  value  of the  investments  being  hedged,  such as  changing
interest  rates,  market  liquidity,  and  speculative or other pressures on the
markets in which the hedging instrument is traded.

          The Fund will not enter into a hedging  transaction if the Sub-advisor
determines  that the cost of hedging  will exceed the  potential  benefit to the
Fund.

         Additional information on these instruments is included in this SAI and
the Company's  Prospectus  under "Certain Risk Factors and Investment  Methods."
Certain risks pertaining to particular  strategies are described in the sections
that follow.

                  Cover. Transactions using forward contracts, futures contracts
and  options  (other than  options  purchased  by a Fund)  expose the Fund to an
obligation to another  party.  A Fund will not enter into any such  transactions
unless it owns either (1) an  offsetting  ("covered")  position  in  securities,
currencies, or other options, forward contracts or futures contracts or (2) cash
or liquid  assets with a value  sufficient  at all times to cover its  potential
obligations not covered as provided in (1) above.  The Fund will comply with SEC
guidelines  regarding  cover for these  instruments  and, if the  guidelines  so
require, set aside cash or liquid securities.

         Assets  used  as  cover  cannot  be  sold  while  the  position  in the
corresponding forward contract,  futures contract or option is open, unless they
are  replaced  with other  appropriate  assets.  If a large  portion of a Fund's
assets is used for cover or  otherwise  set  aside,  it could  affect  portfolio
management or the Fund's  ability to meet  redemption  requests or other current
obligations.

                  Writing Call Options.  The Fund may write (sell)  covered call
options  on  securities,  futures  contracts,  forward  contracts,  indices  and
currencies.  Writing call options can serve as a limited hedge because  declines
in the value of the  hedged  investment  would be  offset  to the  extent of the
premium received for writing the option.

                  Writing Put Options.  The Fund may write (sell) put options on
securities,  futures contracts,  forward contracts,  indices and currencies. The
Fund would write a put option at an exercise price that,  reduced by the premium
received  on the option,  reflects  the lower price it is willing to pay for the
underlying security,  contract or currency. The risk in such a transaction would
be that the market price of the underlying security,  contract or currency would
decline below the exercise price less the premium received.

                  Purchasing  Put Options.  The Fund may purchase put options on
securities,  futures contracts,  forward contracts,  indices and currencies. The
Fund may enter into closing  sale  transactions  with  respect to such  options,
exercise such option or permit such option to expire.

         The  Fund may also  purchase  put  options  on  underlying  securities,
contracts or  currencies  against  which it has written  other put options.  For
example,  where the Fund has  written a put  option on an  underlying  security,
rather  than  entering  a closing  transaction  of the  written  option,  it may
purchase a put option with a different strike price and/or  expiration date that
would eliminate some or all of the risk associated with the written put. Used in
combinations,  these  strategies  are  commonly  referred  to as "put  spreads."
Likewise, the Fund may write call options on underlying securities, contracts or
currencies against which it has purchased protective put options.  This strategy
is commonly referred to as a "collar."

                  Purchasing  Call Options.  The Fund may purchase  covered call
options  on  securities,  futures  contracts,  forward  contracts,  indices  and
currencies.  The Fund may enter into closing sale  transactions  with respect to
such options, exercise such options or permit such options to expire.

         The Fund may also  purchase  call  options  on  underlying  securities,
contracts or currencies  against  which it has written  other call options.  For
example,  where the Fund has  written a call option on an  underlying  security,
rather  than  entering  a closing  transaction  of the  written  option,  it may
purchase a call option with a different strike price and/or expiration date that
would  eliminate some or all of the risk  associated with the written call. Used
in combinations, these strategies are commonly referred to as "call spreads."

         Options   may  be   either   listed  on  an   exchange   or  traded  in
over-the-counter  ("OTC")  markets.  Listed  options are  third-party  contracts
(i.e.,  performance of the obligations of the purchaser and seller is guaranteed
by the exchange or clearing corporation) and have standardized strike prices and
expiration  dates.  OTC options are two-party  contracts with negotiated  strike
prices and expiration  dates. The Fund will not purchase an OTC option unless it
believes  that daily  valuations  for such options are readily  obtainable.  OTC
options differ from  exchange-traded  options in that OTC options are transacted
with  dealers  directly  and not  through a clearing  corporation  (which  would
guarantee performance).  Consequently, there is a risk of non-performance by the
dealer. Since no exchange is involved, OTC options are valued on the basis of an
average of the last bid prices  obtained from dealers,  unless a quotation  from
only one dealer is  available,  in which case only that  dealer's  price will be
used.

                  Index Options. The risks of investment in index options may be
greater than options on  securities.  Because index options are settled in cash,
when the Fund  writes a call on an index it cannot  provide in  advance  for its
potential  settlement  obligations  by  acquiring  and  holding  the  underlying
securities.  The Fund can offset some of the risk of writing a call index option
position by holding a diversified  portfolio of  securities  similar to those on
which the underlying index is based.  However,  the Fund cannot,  as a practical
matter,  acquire and hold a portfolio  containing exactly the same securities as
underlie  the  index  and,  as a  result,  bears a risk  that  the  value of the
securities held will not be perfectly correlated with the value of the index.

                  Limitations  on Options.  The Fund will not write  options it,
immediately  after such sale,  the aggregate  value of securities or obligations
underlying the outstanding  options exceeds 20% of the Fund's total assets.  The
Fund will not purchase options if, at the time of the investment,  the aggregate
premiums paid for the options will exceed 5% of the Fund's total assets.

                  Interest Rate, Currency and Stock Index Futures Contracts. The
Fund may enter into interest  rate,  currency or stock index  futures  contracts
(collectively,  "Futures"  or "Futures  Contracts")  and options on Futures as a
hedge against changes in prevailing levels of interest rates,  currency exchange
rates or stock price levels, respectively, in order to establish more definitely
the effective return on securities or currencies held or intended to be acquired
by it. The Fund's  hedging may include sales of Futures as an offset against the
effect of  expected  increases  in interest  rates,  and  decreases  in currency
exchange  rates and stock prices,  and purchase of Futures as an offset  against
the effect of expected  declines in interest  rates,  and  increases in currency
exchange rates or stock prices.

         A Futures  Contract is a two party agreement to buy or sell a specified
amount of a specified  security or currency (or deliver a cash settlement price,
in the case of an index future) for a specified price at a designated date, time
and place. A stock index future provides for the delivery, at a designated date,
time and place,  of an amount of cash equal to a specified  dollar  amount times
the  difference  between  the stock  index  value at the close of trading on the
contract and the price agreed upon in the Futures Contract; no physical delivery
of stocks comprising the index is made.

         The Fund will only  enter  into  Futures  Contracts  that are traded on
futures  exchanges  and are  standardized  as to  maturity  date and  underlying
financial instrument. Futures exchanges and trading thereon in the United States
are  regulated  under the Commodity  Exchange Act and by the  Commodity  Futures
Trading Commission ("CFTC").

         The  Fund's  Futures  transactions  will be  entered  into for  hedging
purposes only; that is, Futures will be sold to protect against a decline in the
price of  securities  or  currencies  that the Fund  owns,  or  Futures  will be
purchased to protect the Fund against an increase in the price of  securities or
currencies it has committed to purchase or expects to purchase.

         If the Fund were  unable to  liquidate a Future or an option on Futures
position due to the absence of a liquid  secondary  market or the  imposition of
price limits, it could incur substantial  losses.  The Fund would continue to be
subject to market risk with respect to the position. In addition,  except in the
case of purchased  options,  the Fund might be required to maintain the position
being  hedged by the Future or option or to  maintain  cash or  securities  in a
segregated account.

         Additional information on Futures,  options on Futures, and their risks
is included in this SAI and the Company's Prospectus under "Certain Risk Factors
and Investment Methods."

                  Forward  Contracts.  A  forward  contract  is  an  obligation,
usually arranged with a commercial bank or other currency dealer, to purchase or
sell a currency  against  another  currency at a future date and price as agreed
upon by the parties. The Fund either may accept or make delivery of the currency
at the maturity of the forward contract.  The Fund may also, if its contra party
agrees  prior to  maturity,  enter  into a  closing  transaction  involving  the
purchase  or  sale of an  offsetting  contract.  Forward  contracts  are  traded
over-the-counter, and not on organized commodities or securities exchanges. As a
result,  it may  be  more  difficult  to  value  such  contracts,  and it may be
difficult to enter into closing transactions.

         The cost to the Fund of  engaging  in  forward  contracts  varies  with
factors such as the currencies  involved,  the length of the contract period and
the market  conditions then  prevailing.  Because forward  contracts are usually
entered into on a principal basis, no fees or commissions are involved.  The use
of  forward  contracts  does not  eliminate  fluctuations  in the  prices of the
underlying securities the Fund owns or intends to acquire, but it does establish
a rate of exchange in advance.

         Additional information on forward contracts and their risks is included
in this  SAI and the  Company's  Prospectus  under  "Certain  Risk  Factors  and
Investment Methods."

         Other  Investment  Companies.  The Fund may invest in other  investment
companies  to the  extent  permitted  by the 1940 Act and rules and  regulations
thereunder, and, if applicable, exemptive orders granted by the SEC.

         Investment  Policy Which May Be Changed Without  Shareholder  Approval.
The following  limitation is  applicable  to the ASAF AIM  International  Equity
Fund. This limitation is not a "fundamental" restriction,  and may be changed by
the Trustees without shareholder approval. The Fund will not:

     1. Make  investments  for the  purpose  of gaining  control of a  company's
management.


ASAF JANUS OVERSEAS GROWTH FUND:

     Investment  Objective:  The investment objective of the ASAF Janus Overseas
Growth Fund is to seek long-term growth of capital.

Investment Policies:

         Futures,  Options and Other Derivative Instruments.  The Fund 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 swaps. The Fund
will not enter into any futures contracts or options on futures contracts if the
aggregate amount of the Fund's  commitments under outstanding  futures contracts
positions and options on futures  contracts written by the Fund would exceed the
market value of the total assets of the Fund (i.e., no leveraging). The Fund may
invest in forward  currency  contracts  with stated values of up to the value of
the Fund's assets.

         The Fund may buy or write options in privately negotiated  transactions
on the types of securities and indices based on the types of securities in which
the Fund is permitted to invest directly. The Fund will effect such transactions
only  with  investment  dealers  and  other  financial   institutions  (such  as
commercial banks or savings and loan  institutions)  deemed  creditworthy by the
Sub-advisor,  and only pursuant to  procedures  adopted by the  Sub-advisor  for
monitoring the creditworthiness of those entities.  To the extent that an option
bought or written by the Fund in a negotiated transaction is illiquid, the value
of an option  bought or the  amount of the  Fund's  obligations  under an option
written  by the  Fund,  as the  case  may be,  will  be  subject  to the  Fund's
limitation on illiquid investments.  In the case of illiquid options, it may not
be possible for the Fund to effect an offsetting  transaction at a time when the
Sub-advisor  believes  it would  be  advantageous  for the Fund to do so.  For a
description  of these  strategies  and  instruments  and certain risks  involved
therein,  see this SAI and the Company's  Prospectus under "Certain Risk Factors
and Investment Methods."

         Eurodollar  Instruments.  The Fund may make  investments  in Eurodollar
instruments.   Eurodollar  instruments  are  U.S.   dollar-denominated   futures
contracts or options  thereon which are linked to the London  Interbank  Offered
Rate ("LIBOR"), although foreign currency-denominated  instruments are available
from time to time.  Eurodollar  futures  contracts enable purchasers to obtain a
fixed  rate for the  lending  of funds and  sellers  to obtain a fixed  rate for
borrowings.  The Fund might use Eurodollar futures contracts and options thereon
to hedge  against  changes  in LIBOR,  to which  many  interest  rate  swaps and
fixed-income instruments are linked.

         Swaps and Swap-Related  Products. The Fund may enter into interest rate
swaps,  caps and  floors on  either an  asset-based  or  liability-based  basis,
depending  upon  whether it is hedging its assets or its  liabilities,  and will
usually  enter into  interest  rate swaps on a net basis (i.e.,  the two payment
streams are netted out, with the Fund  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 Fund's  obligations  over its  entitlement  with respect to each interest
rate swap  will be  calculated  on a daily  basis and an amount of cash or other
liquid  assets having an aggregate net asset value at least equal to the accrued
excess will be maintained in a segregated  account by the custodian of the Fund.
If the Fund  enters  into an  interest  rate swap on other than a net basis,  it
would maintain a segregated  account in the full amount accrued on a daily basis
of its  obligations  with respect to the swap.  The Fund will 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 such transaction.
The Sub-advisor will monitor the  creditworthiness  of all  counterparties on an
ongoing  basis.  If there is a default by the other party to such a transaction,
the Fund will have contractual  remedies  pursuant to the agreements  related to
the transaction.

         The swap market has grown  substantially  in recent  years with a large
number of banks and  investment  banking firms acting both as principals  and as
agents utilizing standardized swap documentation. The Sub-advisor has determined
that, as a result, the swap market has become relatively liquid. Caps and floors
are more recent  innovations for which  standardized  documentation  has not yet
been developed and, accordingly,  they are less liquid than swaps. To the extent
the Fund sells (i.e.,  writes) caps and floors,  it will segregate cash or other
liquid  assets  having an  aggregate  net asset value at least equal to the full
amount, accrued on a daily basis, of its obligations with respect to any caps or
floors.

         There is no limit on the amount of interest rate swap transactions that
may be  entered  into by the  Fund.  These  transactions  may in some  instances
involve the delivery of securities or other underlying assets by the Fund or its
counterparty   to   collateralize   obligations   under  the  swap.   Under  the
documentation  currently used in those markets, the risk of loss with respect to
interest  rate swaps is limited to the net amount of the payments  that the Fund
is contractually  obligated to make. If the other party to an interest rate swap
that is not  collateralized  defaults,  the Fund  would risk the loss of the net
amount of the payments that it  contractually  is entitled to receive.  The Fund
may buy and sell (i.e.,  write) caps and floors without  limitation,  subject to
the segregation  requirement  described above.  For an additional  discussion of
these  strategies,  see this SAI under  "Certain  Risk  Factors  and  Investment
Methods."

         Illiquid  Investments.   Subject  to  guidelines   promulgated  by  the
Directors  of the  Company,  the Fund may  invest up to 15% of its net assets in
illiquid  investments (i.e.,  securities that are not readily  marketable).  The
Sub-advisor  will make  liquidity  determinations  with  respect  to the  Fund's
securities,  including  Rule 144A  Securities and  commercial  paper.  Under the
guidelines  established by the Directors,  the Sub-advisor will consider,  among
others,  the following  factors in  determining  whether a Rule 144A Security is
liquid: 1) the frequency of trades and quoted prices for the obligation;  2) the
number of dealers  willing to  purchase or sell the  security  and the number of
other potential purchasers; 3) the willingness of dealers to undertake to make a
market in the  security;  and 4) the  nature of the  security  and the nature of
marketplace  trades,  including the time needed to dispose of the security,  the
method of soliciting  offers and the  mechanics of the transfer.  In the case of
commercial  paper, the Sub-advisor will consider,  among other factors,  whether
the paper is traded  flat or in default as to  principal  and  interest  and any
ratings of the paper by an NRSRO.

         Zero-Coupon,  Pay-In-Kind  and  Step  Coupon  Securities.  The Fund may
invest  up to 10% of its  assets in  zero-coupon,  pay-in-kind  and step  coupon
securities.  For a  discussion  of  zero-coupon  debt  securities  and the risks
involved  therein,  see this SAI under  "Certain  Risk  Factors  and  Investment
Methods."

         Pass-Through  Securities.  The  Fund may  invest  in  various  types of
pass-through  securities,  such  as  mortgage-backed  securities,   asset-backed
securities and participation  interests.  A pass-through  security is a share or
certificate of interest in a pool of debt  obligations that have been repackaged
by an  intermediary,  such  as a  bank  or  broker-dealer.  The  purchaser  of a
pass-through  security receives an undivided  interest in the underlying pool of
securities. The issuers of the underlying securities make interest and principal
payments to the intermediary which are passed through to purchasers, such as the
Fund. For an additional discussion of pass-through  securities and certain risks
involved therein,  see this SAI and the Company's Prospectus under "Certain Risk
Factors and Investment Methods."

         Depositary  Receipts.  The Fund may invest in sponsored and unsponsored
American Depositary Receipts ("ADRs"),  which are receipts issued by an American
bank or trust company evidencing ownership of underlying  securities issued by a
foreign  issuer.  ADRs,  in  registered  form,  are  designed  for  use in  U.S.
securities markets. Unsponsored ADRs may be created without the participation of
the foreign  issuer.  Holders of these ADRs  generally bear all the costs of the
ADR  facility,  whereas  foreign  issuers  typically  bear  certain  costs  in a
sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be
under no obligation to distribute shareholder  communications  received from the
foreign  issuer or to pass through  voting  rights.  The Fund may also invest in
European Depositary  Receipts ("EDRs"),  receipts issued by a European financial
institution evidencing an arrangement similar to that of ADRs, Global Depositary
Receipts ("GDRs") and in other similar  instruments  representing  securities of
foreign  companies.  EDRs,  in bearer  form,  are  designed  for use in European
securities  markets.  GDRs are securities  convertible into equity securities of
foreign issuers.

         Reverse  Repurchase  Agreements.   The  Fund  may  enter  into  reverse
repurchase agreements.  The Fund will enter into such agreements only to provide
cash to satisfy  unusually heavy redemption  requests and for other temporary or
emergency purposes,  rather than to obtain cash to make additional  investments.
Pursuant  to  an  exemptive   order  granted  by  the  Securities  and  Exchange
Commission,  the Fund and other funds advised or sub-advised by the  Sub-advisor
may invest in repurchase agreements and other money market instruments through a
joint trading account. For a discussion of reverse repurchase agreements and the
risks involved therein, see the Company's Prospectus under "Certain Risk Factors
and Investment Methods."

     Other  Income-Producing   Securities.   Other  types  of  income  producing
securities  that the Fund may  purchase  include,  but are not  limited  to, the
following types of securities:

                  Variable  and  Floating  Rate  Obligations.   These  types  of
securities are relatively long-term instruments that often carry demand features
permitting the holder to demand payment of principal at any time or at specified
intervals prior to maturity.

                  Standby Commitments. These instruments, which are similar to a
put, give the Fund the option to obligate a broker, dealer or bank to repurchase
a security held by that Fund at a specified price.

                  Tender  Option  Bonds.  Tender  option  bonds  are  relatively
long-term  bonds that are coupled with the agreement of a third party (such as a
broker,  dealer or bank) to grant the holders of such  securities  the option to
tender the securities to the institution at periodic intervals.

                  Inverse Floaters.  Inverse floaters are debt instruments whose
interest bears an inverse relationship to the interest rate on another security.
The Fund will not invest  more than 5% of its assets in  inverse  floaters.  The
Fund will purchase standby commitments, tender option bonds and instruments with
demand  features  primarily for the purpose of  increasing  the liquidity of the
Fund.

         Investment Policies Which May be Changed Without Shareholder  Approval.
The following limitations are not "fundamental"  restrictions and may be changed
by the Directors of the Company without shareholder approval:

         1. The Fund will not (i) enter into any futures  contracts  and related
options  for  purposes  other  than bona fide  hedging  transactions  within the
meaning of Commodity  Futures  Trading  Commission  ("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 Fund's
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 Fund's  commitments  under  outstanding
futures contracts positions would exceed the market value of its total assets.

         2. The Fund 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 Fund does not currently intend to purchase securities on margin,
except that the Fund 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 Fund does not currently  intend to purchase  securities of other
investment companies, except in compliance with the 1940 Act.

         5. The Fund may not mortgage or pledge any securities  owned or held by
the Fund in amounts that exceed,  in the aggregate,  15% of the Fund's 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.

         6. The Fund 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  Directors of the Company,  or the  Sub-advisor
acting  pursuant to  authority  delegated by the  Directors of the Company,  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.

         7. The Fund may not invest in companies  for the purpose of  exercising
control of management.


ASAF JANUS SMALL-CAP GROWTH FUND:

Investment  Objective:  As  stated  in the  Prospectus,  the  Fund's  investment
objective is capital  appreciation.  Realization  of income is not a significant
investment  consideration  and any income  realized  on the  Fund's  investments
therefore will be incidental to the Fund's objective.

Investment Policies:

         Illiquid  Investments.  The Fund may invest up to 15% of its net assets
in illiquid investments (i.e., securities that are not readily marketable).  The
Directors have authorized the Sub-advisor to make liquidity  determinations with
respect to certain  securities,  including  Rule 144A  Securities and commercial
paper purchased by the Fund. Under the guidelines  established by the Directors,
the Sub-advisor will consider,  among other factors:  1) the frequency of trades
and quoted  prices  for the  obligation;  2) the  number of  dealers  willing to
purchase or sell the security and the number of other potential  purchasers;  3)
the willingness of dealers to undertake to make a market in the security; 4) the
nature of the security and the nature of marketplace trades,  including the time
needed to  dispose of the  security,  the  method of  soliciting  offers and the
mechanics  of the  transfer;  and 5) any rating of the  security by a Nationally
Recognized Statistical Rating Organization  ("NRSRO"). In the case of commercial
paper,  the Sub-advisor will also determine that the paper is not traded flat or
in default as to principal and interest.  A foreign  security that may be freely
traded on or through the facilities of an offshore exchange or other established
offshore securities market is not considered an illiquid security.

         Investment Company  Securities.  From time to time, the Fund may invest
in  securities  of other  investment  companies,  subject to the  provisions  of
Section  12(d)(1) of the 1940 Act.  The Fund may invest in  securities  of money
market  funds  managed by the  Sub-advisor  subject to the terms of an exemptive
order obtained by the  Sub-advisor and the funds that are advised or sub-advised
by the  Sub-advisor.  Under  such  order,  the Fund  will  limit  its  aggregate
investment in a money market fund managed by the  Sub-adviser  to the greater of
(i) 5% of its total assets or (ii) $2.5 million, although the Company's Board of
Directors may increase this limit up to 25% of the Company's total assets.

         Depositary  Receipts.  The Fund may invest in sponsored and unsponsored
American  Depositary  Receipts  ("ADRs"),  which are  described in the Company's
Prospectus  under  "Certain  Risk Factors and  Investment  Methods."  Holders of
unsponsored  ADRs  generally  bear all the  costs of the ADR  facility,  whereas
foreign  issuers  typically  bear certain costs in a sponsored  ADR. The bank or
trust  company  depositary of an  unsponsored  ADR may be under no obligation to
distribute  shareholder  communications  received from the foreign  issuer or to
pass  through  voting  rights.  The Fund may also invest in European  Depositary
Receipts  ("EDRs"),  Global  Depositary  Receipts  ("GDRs") and in other similar
instruments representing securities of foreign companies.

         Income-Producing  Securities. Types of income producing securities that
the Fund may purchase include, but are not limited to, (i) variable and floating
rate  obligations,  which are securities having interest rates that are adjusted
periodically  according to a specified  formula,  usually with reference to some
interest rate index or market interest rate, (ii) standby commitments, which are
instruments  similar  to puts that give the  holder  the  option to  obligate  a
broker,  dealer or bank to repurchase a security at a specified price, and (iii)
tender option bonds,  which are  securities  that are coupled with the option to
tender the securities to a bank, broker-dealer or other financial institution at
periodic  intervals  and  receive  the face  value of the  bond.  The Fund  will
purchase  standby  commitments,  tender option bonds and instruments with demand
features primarily for the purpose of increasing the liquidity of its portfolio.
The Fund may also invest in inverse  floaters,  which are debt  instruments  the
interest on which  varies in an inverse  relationship  to the  interest  rate on
another security.  For example,  certain inverse floaters pay interest at a rate
that varies  inversely to prevailing  short-term  interest  rates.  Some inverse
floaters have an interest rate reset  mechanism  that  multiplies the effects of
changes in an underlying  index.  Such a mechanism may increase  fluctuations in
the security's market value. The Fund will not invest more than 5% of its assets
in inverse floaters.

         High-Yield/High-Risk  Securities.  The Fund intends to invest less than
35% of its net assets in debt securities that are rated below  investment  grade
(e.g.,  securities  rated BB or  lower by  Standard  & Poor's  Ratings  Services
("Standard  &  Poor's")  or Ba or  lower  by  Moody's  Investors  Service,  Inc.
("Moody's")).  Lower rated  securities  involve a higher  degree of credit risk,
which is the risk that the issuer will not make  interest or principal  payments
when due. In the event of an unanticipated  default, the Fund would experience a
reduction  in its income,  and could expect a decline in the market value of the
securities so affected.

         The Fund may also  invest in unrated  debt  securities  of foreign  and
domestic  issuers.  Unrated debt,  while not  necessarily  of lower quality than
rated  securities,  may not have as broad a market.  Sovereign  debt of  foreign
governments  is generally  rated by country.  Because  these ratings do not take
into account  individual  factors  relevant to each issue and may not be updated
regularly, the Sub-advisor may treat such securities as unrated debt. Because of
the size and  perceived  demand  of the  issue,  among  other  factors,  certain
municipalities  may not incur the costs of obtaining a rating.  The  Sub-advisor
will  analyze  the  creditworthiness  of the  issuer,  as well as any  financial
institution  or  other  party  responsible  for  payments  on the  security,  in
determining whether to purchase unrated municipal bonds. Unrated debt securities
will be  included  in the 35% limit  unless  the  portfolio  managers  deem such
securities to be the equivalent of investment grade securities.

         The Fund may purchase defaulted securities subject to the above limits,
but only when the Sub-advisor believes, based upon its analysis of the financial
condition,  results of operations and economic outlook of an issuer,  that there
is potential for resumption of income payments and that the securities  offer an
unusual opportunity for capital appreciation.  Notwithstanding the Sub-advisor's
belief as to the resumption of income,  however, the purchase of any security on
which  payment of interest or dividends  is suspended  involves a high degree of
risk. Such risk includes, among other things, the following:

                  Financial and Market Risks. Investments in securities that are
in default  involve a high degree of financial  and market risks that can result
in substantial or, at times, even total losses.  Issuers of defaulted securities
may have  substantial  capital  needs and may become  involved in  bankruptcy or
reorganization  proceedings.  Among the problems involved in investments in such
issuers is the fact that it may be difficult to obtain  information  about their
condition.  The market  prices of securities of such issuers also are subject to
abrupt and erratic movements and above average price volatility,  and the spread
between the bid and asked prices of such securities may be greater than normally
expected.

                  Disposition  of  Portfolio   Securities.   Although  the  Fund
generally will purchase  securities for which the Sub-advisor  expects an active
market to be maintained,  defaulted  securities may be less actively traded than
other  securities and it may be difficult to dispose of substantial  holdings of
such securities at prevailing market prices. The Fund will limit holdings of any
such securities to amounts that the Sub-advisor  believes could be readily sold,
and holdings of such  securities  would,  in any event,  be limited so as not to
limit the Fund's ability to readily dispose of securities to meet redemptions.

     Other.  Defaulted  securities  require active monitoring and may, at times,
require participation in bankruptcy or receivership proceedings on behalf of the
Fund.

         Repurchase and Reverse Repurchase  Agreements.  The Fund may enter into
repurchase  agreements.  While it is not  possible to  eliminate  all risks from
repurchase agreement transactions,  the Fund will limit repurchase agreements to
those parties whose creditworthiness has been reviewed and found satisfactory by
the Sub-advisor  under  guidelines  established by the Board of Directors of the
Company.

         The Fund may use  reverse  repurchase  agreements  to  provide  cash to
satisfy unusually heavy redemption  requests or for other temporary or emergency
purposes  without  the  necessity  of selling  portfolio  securities  or to earn
additional income on portfolio securities,  such as Treasury bills or notes. The
Fund will enter into reverse  repurchase  agreements  only with parties that the
Sub-advisor  deems  creditworthy.  Using reverse  repurchase  agreements to earn
additional  income  involves the risk that the  interest  earned on the invested
proceeds  is  less  than  the  expense  of  the  reverse  repurchase   agreement
transaction.  This  technique  may also  have a  leveraging  effect on the Fund,
although the requirement  for the Fund to segregate  assets in the amount of the
reverse  repurchase  agreement  minimizes this effect.  Pursuant to an exemptive
order  granted by the  Securities  and Exchange  Commission,  the Fund and other
funds  advised  or  sub-advised  by the  Sub-advisor  may  invest in  repurchase
agreements and other money market instruments through a joint trading account.

         For an  additional  discussion  of  repurchase  agreements  and reverse
repurchase  agreements  and their  risks,  see the  Company's  Prospectus  under
"Certain Risk Factors and Investment Methods."

         Futures, Options and Forward Contracts. The Fund 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,  and forward contracts. The Fund will not enter into any
futures contracts or options on futures contracts if the aggregate amount of the
Fund's  commitments under outstanding  futures contract positions and options on
futures  contracts  written  by the Fund would  exceed  the market  value of the
Fund's total  assets.  The Fund may invest in forward  currency  contracts  with
stated values of up to the value of the Fund's assets.

         The Fund may buy or write options in privately negotiated  transactions
on the types of securities,  and on indices based on the types of securities, in
which the Fund is  permitted  to invest  directly.  The Fund  will  effect  such
transactions only with investment dealers and other financial institutions (such
as commercial banks or savings and loan institutions) deemed creditworthy by the
Sub-advisor pursuant to procedures adopted by the Sub-advisor for monitoring the
creditworthiness  of those entities.  To the extent that an option  purchased or
written by the Fund in a negotiated  transaction  is illiquid,  the value of the
option purchased or the amount of the Fund's  obligations under an option it has
written,  as the  case may be,  will be  subject  to the  Fund's  limitation  on
illiquid  investments.  In the case of illiquid options,  it may not be possible
for the Fund to effect an offsetting  transaction when the Sub-advisor  believes
it  would be  advantageous  for the Fund to do so.  For a  description  of these
strategies  and  instruments  and certain of their  risks,  see this SAI and the
Company's Prospectus under "Certain Risk Factors and Investment Methods."

         Eurodollar  Instruments.  The Fund may make  investments  in Eurodollar
instruments.   Eurodollar  instruments  are  U.S.   dollar-denominated   futures
contracts  or options  thereon that are linked to the London  Interbank  Offered
Rate ("LIBOR"), although foreign currency-denominated  instruments are available
from time to time.  Eurodollar  futures  contracts enable purchasers to obtain a
fixed  rate for the  lending  of funds and  sellers  to obtain a fixed  rate for
borrowings.  The Fund might use Eurodollar futures contracts and options thereon
to hedge  against  changes  in LIBOR,  to which  many  interest  rate  swaps and
fixed-income instruments are linked.

         Swaps and Swap-Related  Products. The Fund may enter into interest rate
swaps,  caps and  floors on  either an  asset-based  or  liability-based  basis,
depending  upon  whether it is hedging its assets or its  liabilities,  and will
usually  enter into  interest  rate swaps on a net basis (i.e.,  the two payment
streams are netted out, with the Fund  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 Fund's  obligations  over its  entitlement  with respect to each interest
rate swap  will be  calculated  on a daily  basis and an amount of cash or other
liquid  assets having an aggregate net asset value at least equal to the accrued
excess will be maintained in a segregated  account by the Fund's  custodian.  If
the Fund enters into an interest  rate swap on other than a net basis,  it would
maintain a segregated account in the full amount accrued on a daily basis of its
obligations  with respect to the swap. The Fund will 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 NRSRO at the time of entering  into
such  transaction.  The  Sub-advisor  will monitor the  creditworthiness  of all
counterparties  on an ongoing basis. If there is a default by the other party to
such a  transaction,  the Fund will have  contractual  remedies  pursuant to the
agreements related to the transaction.

         The swap market has grown  substantially in recent years,  with a large
number of banks and  investment  banking firms acting both as principals  and as
agents utilizing standardized swap documentation. The Sub-advisor has determined
that, as a result, the swap market has become relatively liquid. Caps and floors
are more recent  innovations for which  standardized  documentation  has not yet
been developed and,  accordingly,  are less liquid than swaps. To the extent the
Fund sells  (i.e.,  writes)  caps and floors,  it will  segregate  cash or other
liquid  assets  having an  aggregate  net asset value at least equal to the full
amount, accrued on a daily basis, of its obligations with respect to any caps or
floors.

         There is no limit on the amount of interest rate swap transactions that
may be  entered  into by the  Fund.  These  transactions  may in some  instances
involve the delivery of securities or other underlying assets by the Fund or its
counterparty  to  collateralize  obligations  under the swap. The Fund bears the
risk of loss of any payments it is contractually obligated to make in connection
with  interest rate swaps.  In addition,  if the other party to an interest rate
swap that is not  collateralized  defaults,  the Fund would risk the loss of the
payments that it contractually is entitled to receive. The Fund may buy and sell
(i.e.,  write) caps and floors without  limitation,  subject to the  segregation
requirement described above.

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  limitations  are  applicable to the ASAF Janus  Small-Cap  Growth
Fund. These limitations are not "fundamental"  restrictions,  and may be changed
by the Directors without shareholder approval.

         1. The Fund 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 Fund does not currently intend to purchase securities on margin,
except that the Fund 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 Fund 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  Directors,  or the Fund's  Sub-advisor  acting
pursuant to authority  delegated by the Directors,  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,  Section  4(2)  commercial  paper and  municipal  lease  obligations.
Accordingly, such securities may not be subject to the foregoing limitation.

         4. The Fund may not invest in companies  for the purpose of  exercising
control of management.


ASAF T. Rowe Price Small Company Value Fund:

     Investment  Objective:  The investment  objective of the Fund is to provide
long-term capital growth by investing primarily in  small-capitalization  stocks
that appear to be undervalued.

Investment Policies:

         Although  primarily  all of the Fund's  assets are  invested  in common
stocks, the Fund may invest in convertible securities, corporate debt securities
and preferred stocks.  The fixed-income  securities in which the Fund may invest
include,  but are not  limited to,  those  described  below.  See this SAI under
"Certain Risk Factors and Investment  Methods," for an additional  discussion of
debt obligations.

     U.S. Government Obligations.  Bills, notes, bonds and other debt securities
issued by the U.S. Treasury. These are direct obligations of the U.S. Government
and differ mainly in the length of their maturities.

         U.S.  Government  Agency  Securities.  Issued  or  guaranteed  by  U.S.
Government sponsored enterprises and federal agencies.  These include securities
issued  by  the  Federal  National  Mortgage  Association,  Government  National
Mortgage  Association,  Federal Home Loan Bank, Federal Land Banks, Farmers Home
Administration,  Banks for  Cooperatives,  Federal  Intermediate  Credit  Banks,
Federal Financing Bank, Farm Credit Banks, the Small Business  Association,  and
the Tennessee  Valley  Authority.  Some of these securities are supported by the
full faith and credit of the U.S. Treasury; and the remainder are supported only
by the credit of the instrumentality,  which may or may not include the right of
the issuer to borrow from the Treasury.

     Bank Obligations.  Certificates of deposit, bankers' acceptances, and other
short-term debt obligations.  Certificates of deposit are short-term obligations
of commercial banks. A bankers' acceptance is a time draft drawn on a commercial
bank  by  a  borrower,  usually  in  connection  with  international  commercial
transactions. Certificates of deposit may have fixed or variable rates. The Fund
may invest in U.S.  banks,  foreign  branches of U.S.  banks,  U.S.  branches of
foreign banks, and foreign branches of foreign banks.

         Short-Term  Corporate  Debt  Securities.   Outstanding   nonconvertible
corporate debt securities  (e.g.,  bonds and debentures)  which have one year or
less  remaining  to  maturity.  Corporate  notes may have  fixed,  variable,  or
floating rates.

     Commercial  Paper.  Short-term  promissory  notes  issued  by  corporations
primarily to finance short-term credit needs. Certain notes may have floating or
variable rates.

     Foreign   Government   Securities.   Issued  or  guaranteed  by  a  foreign
government,  province,  instrumentality,  political  subdivision or similar unit
thereof.

     Savings and Loan Obligations.  Negotiable certificates of deposit and other
short-term debt obligations of savings and loan associations.

     Supranational  Entities.  The Fund may also  invest  in the  securities  of
certain supranational entities, such as the International Development Bank.

         Lower-Rated Debt Securities.  The Fund's investment  program permits it
to purchase below investment  grade  securities,  commonly  referred to as "junk
bonds."  The Fund  will not  purchase  a junk  bond if  immediately  after  such
purchase the Fund would have more than 5% of its total  assets  invested in such
securities.  Since  investors  generally  perceive  that there are greater risks
associated  with  investment in lower quality  securities,  the yields from such
securities  normally  exceed those  obtainable  from higher quality  securities.
However, the principal value of lower-rated  securities generally will fluctuate
more widely than higher quality  securities.  Lower quality investments entail a
higher risk of default -- that is, the  nonpayment  of interest and principal by
the issuer than higher quality investments.  Such securities are also subject to
special  risks,  discussed  below.  Although  the Fund  seeks to reduce  risk by
portfolio  diversification,  credit  analysis,  and  attention  to trends in the
economy,  industries and financial markets,  such efforts will not eliminate all
risk.  There can,  of course,  be no  assurance  that the Fund will  achieve its
investment objective.

         After  purchase by the Fund,  a debt  security may cease to be rated or
its rating may be reduced  below the minimum  required for purchase by the Fund.
Neither  event will require a sale of such  security by the Fund.  However,  the
Sub-advisor  will consider such event in its  determination  of whether the Fund
should  continue to hold the  security.  To the extent that the ratings given by
Moody's or S&P may change as a result of changes in such  organizations or their
rating systems, the Fund will attempt to use comparable ratings as standards for
investments  in  accordance  with  the  investment  policies  contained  in  the
Company's Prospectus.

         Junk bonds are regarded as  predominantly  speculative  with respect to
the issuer's continuing ability to meet principal and interest payments. Because
investment in low and  lower-medium  quality bonds involves  greater  investment
risk,  to the  extent  the  Fund  invests  in  such  bonds,  achievement  of its
investment objective will be more dependent on the Sub-advisor's credit analysis
than would be the case if the Fund was investing in higher quality bonds.  For a
discussion of the special risks  involved in low-rated  bonds,  see this SAI and
the Company's Prospectus under "Certain Risk Factors and Investment Methods."

         Writing  Covered Call  Options.  The Fund may write (sell)  American or
European style "covered" call options and purchase  options to close out options
previously  written  by the Fund.  In writing  covered  call  options,  the Fund
expects to generate  additional premium income which should serve to enhance the
Fund's total  return and reduce the effect of any price  decline of the security
or currency  involved in the option.  Covered  call  options  will  generally be
written on securities or currencies which, in the Sub-advisor's opinion, are not
expected  to have any major  price  increases  or moves in the near  future  but
which, over the long term, are deemed to be attractive investments for the Fund.

         The Fund will write only covered call options. This means that the Fund
will own the security or currency subject to the option or an option to purchase
the same underlying  security or currency,  having an exercise price equal to or
less than the exercise  price of the  "covered"  option,  or will  establish and
maintain with its custodian for the term of the option, an account consisting of
cash or other liquid assets having a value equal to the fluctuating market value
of the optioned securities or currencies.

         Portfolio securities or currencies on which call options may be written
will be purchased  solely on the basis of investment  considerations  consistent
with the Fund's investment  objective.  The writing of covered call options is a
conservative investment technique believed to involve relatively little risk (in
contrast to the writing of naked or uncovered  options,  which the Fund will not
do), but capable of enhancing  the Fund's total  return.  When writing a covered
call option,  a fund, in return for the premium,  gives up the  opportunity  for
profit from a price  increase in the  underlying  security or currency above the
exercise price, but conversely  retains the risk of loss should the price of the
security or currency  decline.  Unlike one who owns securities or currencies not
subject to an option,  the Fund has no control  over when it may be  required to
sell the  underlying  securities  or  currencies,  since it may be  assigned  an
exercise  notice at any time  prior to the  expiration  of its  obligation  as a
writer.  If a call  option  which the Fund has  written  expires,  the Fund will
realize a gain in the amount of the premium; however, such gain may be offset by
a decline in the market value of the underlying  security or currency during the
option period. If the call option is exercised,  the Fund will realize a gain or
loss from the sale of the  underlying  security or  currency.  The Fund does not
consider a security or currency  covered by a call to be  "pledged" as that term
is used in the Fund's  policy  which limits the  pledging or  mortgaging  of its
assets.

         Call options written by the Fund will normally have expiration dates of
less than nine months from the date written.  The exercise  price of the options
may be below,  equal to, or above the current  market  values of the  underlying
securities or currencies at the time the options are written. From time to time,
the Fund may  purchase  an  underlying  security  or  currency  for  delivery in
accordance  with an exercise notice of a call option assigned to it, rather than
delivering  such  security  or  currency  from  its  portfolio.  In such  cases,
additional costs may be incurred.

         The premium received is the market value of an option.  The premium the
Fund will receive from writing a call option will  reflect,  among other things,
the  current  market  price  of  the  underlying   security  or  currency,   the
relationship  of the exercise price to such market price,  the historical  price
volatility of the underlying security or currency,  and the length of the option
period. Once the decision to write a call option has been made, the Sub-advisor,
in  determining  whether  a  particular  call  option  should  be  written  on a
particular  security  or  currency,  will  consider  the  reasonableness  of the
anticipated premium and the likelihood that a liquid secondary market will exist
for those  options.  The premium  received by the Fund for writing  covered call
options  will be recorded as a liability  of the Fund.  This  liability  will be
adjusted daily to the option's  current  market value,  which will be the latest
sale  price at the time at which  the net  asset  value per share of the Fund is
computed  (close of the New York  Stock  Exchange),  or, in the  absence of such
sale, the latest asked price.  The option will be terminated  upon expiration of
the option,  the purchase of an identical  option in a closing  transaction,  or
delivery of the underlying security or currency upon the exercise of the option.

         The  Fund  will  realize  a  profit  or loss  from a  closing  purchase
transaction  if the cost of the  transaction  is less or more  than the  premium
received from the writing of the option.  Because  increases in the market price
of a call option will  generally  reflect  increases  in the market price of the
underlying  security or currency,  any loss  resulting  from the repurchase of a
call  option is likely to be offset in whole or in part by  appreciation  of the
underlying security or currency owned by the Fund.

         The Fund will not  write a covered  call  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 Fund's total  assets.  In
calculating  the 25% limit,  the Fund will  offset,  against the value of assets
covering  written  calls and  puts,  the  value of  purchased  calls and puts on
identical securities or currencies with identical maturity dates.

         Writing  Covered Put Options.  The Fund may write  American or European
style covered put options and purchase  options to close out options  previously
written by the Fund.

         The Fund would write put options only on a covered  basis,  which means
that the Fund would  maintain in a  segregated  account  cash,  U.S.  government
securities or other liquid  high-grade  debt  obligations  in an amount not less
than the  exercise  price or the Fund will own an option to sell the  underlying
security or currency  subject to the option having an exercise price equal to or
greater than the exercise  price of the "covered"  option at all times while the
put  option is  outstanding.  (The  rules of a  clearing  corporation  currently
require  that such  assets be  deposited  in  escrow  to secure  payment  of the
exercise  price.)  The  Fund  would  generally  write  covered  put  options  in
circumstances  where the Sub-advisor wishes to purchase the underlying  security
or currency  for the Fund at a price lower than the current  market price of the
security  or  currency.  In such event the Fund  would  write a put option at an
exercise price which,  reduced by the premium  received on the option,  reflects
the lower price it is willing to pay. Since the Fund would also receive interest
on debt  securities or currencies  maintained to cover the exercise price of the
option, this technique could be used to enhance current return during periods of
market  uncertainty.  The risk in such a  transaction  would be that the  market
price of the  underlying  security or currency  would decline below the exercise
price less the premiums received. Such a decline could be substantial and result
in a significant  loss to the Fund. In addition,  the Fund,  because it does not
own the specific  securities or currencies  which it may be required to purchase
in exercise of the put, cannot benefit from  appreciation,  if any, with respect
to such specific securities or currencies.

         The Fund will not  write a  covered  put  option  if, as a result,  the
aggregate market value of all portfolio securities or currencies covering put or
call  options  exceeds 25% of the market value of the Fund's  total  assets.  In
calculating  the 25% limit,  the Fund will  offset,  against the value of assets
covering  written  puts and  calls,  the  value of  purchased  puts and calls on
identical securities or currencies with identical maturity dates.

         Purchasing  Put  Options.  The Fund may  purchase  American or European
style put options. As the holder of a put option, the Fund has the right to sell
the underlying security or currency at the exercise price at any time during the
option period  (American  style) or at the  expiration  of the option  (European
style).  The Fund may enter into closing sale  transactions with respect to such
options,  exercise  them or permit  them to expire.  The Fund may  purchase  put
options  for  defensive  purposes  in order to protect  against  an  anticipated
decline in the value of its securities or currencies.  An example of such use of
put options is provided in this SAI under  "Certain Risk Factors and  Investment
Methods."

         The  premium  paid by the Fund when  purchasing  a put  option  will be
recorded  as an asset of the Fund.  This  asset  will be  adjusted  daily to the
option's  current market value,  which will be the latest sale price at the time
at which the net asset  value  per share of the Fund is  computed  (close of New
York Stock  Exchange),  or, in the  absence of such sale,  the latest bid price.
This asset  will be  terminated  upon  expiration  of the  option,  the  selling
(writing) of an identical  option in a closing  transaction,  or the delivery of
the underlying security or currency upon the exercise of the option.

         Purchasing  Call  Options.  The Fund may purchase  American or European
style call  options.  As the holder of a call option,  the Fund has the right to
purchase the  underlying  security or currency at the exercise price at any time
during the option  period  (American  style) or at the  expiration of the option
(European style). The Fund may enter into closing sale transactions with respect
to such options,  exercise them or permit them to expire.  The Fund may purchase
call options for the purpose of  increasing  its current  return or avoiding tax
consequences  which could reduce its current return.  The Fund may also purchase
call  options in order to  acquire  the  underlying  securities  or  currencies.
Examples of such uses of call  options are  provided in this SAI under  "Certain
Risk Factors and Investment Methods."

         The Fund may also  purchase  call options on  underlying  securities or
currencies  it owns  in  order  to  protect  unrealized  gains  on call  options
previously  written by it. A call option  would be  purchased  for this  purpose
where tax  considerations  make it  inadvisable  to realize such gains through a
closing  purchase  transaction.  Call  options may also be purchased at times to
avoid realizing losses.

         Dealer (Over-the-Counter)  Options. The Fund may engage in transactions
involving  dealer options.  Certain risks are specific to dealer options.  While
the Fund  would  look to a  clearing  corporation  to  exercise  exchange-traded
options,  if the Fund were to  purchase  a dealer  option,  it would rely on the
dealer  from  whom it  purchased  the  option  to  perform  if the  option  were
exercised.  Failure  by the  dealer  to do so  would  result  in the loss of the
premium  paid  by the  Fund as well  as  loss  of the  expected  benefit  of the
transaction.  For a discussion of dealer  options,  see this SAI under  "Certain
Risk Factors and Investment Methods."

         Futures Contracts:

                  Transactions  in  Futures.  The Fund may  enter  into  futures
contracts,  including stock index, interest rate and currency futures ("futures"
or "futures  contracts").  The Fund may also enter into  futures on  commodities
related  to the types of  companies  in which it  invests,  such as oil and gold
futures. Otherwise the nature of such futures and the regulatory limitations and
risks to which they are subject are the same as those described below.

                  Stock index futures  contracts may be used to attempt to hedge
a portion of the Fund, as a cash management tool, or as an efficient way for the
Sub-advisor  to  implement  either an increase or decrease in  portfolio  market
exposure in response to changing  market  conditions.  The Fund may  purchase or
sell futures contracts with respect to any stock index.  Nevertheless,  to hedge
the Fund  successfully,  the Fund must sell  futures  contacts  with  respect to
indices or subindices  whose movements will have a significant  correlation with
movements in the prices of the Fund's securities.

                  Interest  rate or currency  futures  contracts  may be used to
attempt to hedge  against  changes in  prevailing  levels of  interest  rates or
currency  exchange  rates in order to establish  more  definitely  the effective
return on securities or currencies  held or intended to be acquired by the Fund.
In this  regard,  the Fund could sell  interest  rate or currency  futures as an
offset  against the effect of expected  increases in interest  rates or currency
exchange  rates and  purchase  such  futures as an offset  against the effect of
expected declines in interest rates or currency exchange rates.

                  The Fund will enter into futures contracts which are traded on
national or foreign futures exchanges,  and are standardized as to maturity date
and underlying financial instrument. Futures exchanges and trading in the United
States are  regulated  under the  Commodity  Exchange Act by the CFTC.  Although
techniques  other than the sale and purchase of futures  contracts could be used
for the  above-referenced  purposes,  futures  contracts  offer an effective and
relatively low cost means of implementing the Fund's objectives in these areas.

                  Regulatory  Limitations.  The  Fund  will  engage  in  futures
contracts and options thereon only for bona fide hedging, yield enhancement, and
risk management purposes,  in each case in accordance with rules and regulations
of the CFTC.

                  The Fund may not purchase or sell futures contracts or related
options if, with respect to positions  which do not qualify as bona fide hedging
under  applicable CFTC rules,  the sum of the amounts of initial margin deposits
and premiums paid on those  positions  would exceed 5% of the net asset value of
the Fund after taking into account  unrealized  profits and unrealized losses on
any such contracts it has entered into; provided,  however,  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 calculating  the 5%  limitation.  For purposes of this policy
options  on  futures   contracts  and  foreign  currency  options  traded  on  a
commodities  exchange will be considered  "related  options." This policy may be
modified by the Directors of the Company without a shareholder vote and does not
limit the percentage of the Fund's assets at risk to 5%.

                  In instances  involving  the purchase of futures  contracts or
the  writing of call or put  options  thereon by the Fund,  an amount of cash or
other  liquid  assets  equal to the market  value of the futures  contracts  and
options  thereon (less any related margin  deposits),  will be identified by the
Fund to cover the position,  or alternative  cover (such as owning an offsetting
position)  will be  employed.  Assets  used as cover  cannot  be sold  while the
position in the corresponding option or future is open, unless they are replaced
with similar  assets.  As a result,  the  commitment  of a large  portion of the
Fund's assets as cover could impede  portfolio  management or the Fund's ability
to meet redemption requests or other current obligations.

         Options on Futures Contracts. The Fund may purchase and sell options on
the same types of futures in which it may invest.  As an  alternative to writing
or purchasing call and put options on stock index futures, the Fund may write or
purchase call and put options on financial  indices.  Such options would be used
in a manner  similar to the use of options  on futures  contracts.  From time to
time, a single order to purchase or sell futures  contracts (or options thereon)
may be made on behalf of the Fund and other mutual funds or portfolios of mutual
funds managed by the Sub-advisor or Rowe Price-Fleming International,  Inc. Such
aggregated  orders would be allocated  among the Fund and such other  portfolios
managed by the Sub-advisor in a fair and non-discriminatory manner. See this SAI
and Company's Prospectus under "Certain Risk Factors and Investment Methods" for
a description of certain risks in options and future contracts.

         Additional  Futures and  Options  Contracts.  Although  the Fund has no
current  intention  of  engaging in futures or options  transactions  other than
those described  above, it reserves the right to do so. Such futures and options
trading might involve risks which differ from those  involved in the futures and
options described above.

         Foreign Futures and Options. The Fund is permitted to invest in foreign
futures  and  options.  For a  description  of foreign  futures  and options and
certain  risks  involved  therein as well as certain  risks  involved in foreign
investing, see this SAI and the Company's Prospectus under "Certain Risk Factors
and Investment Methods."

         Foreign Securities. The Fund may invest in U.S.  dollar-denominated and
non-U.S.  dollar-denominated  securities of foreign  issuers.  There are special
risks  in  foreign  investing.  Certain  of  these  risks  are  inherent  in any
international mutual fund while others relate more to the countries in which the
Fund will  invest.  Many of the risks are more  pronounced  for  investments  in
developing  or emerging  countries,  such as many of the  countries of Southeast
Asia,  Latin  America,  Eastern  Europe and the Middle East.  For an  additional
discussion of certain  risks  involved in investing in foreign  securities,  see
this SAI and the Company's Prospectus under "Certain Risk Factors and Investment
Methods."

         Foreign  Currency  Transactions.  A forward foreign  currency  exchange
contract  involves an  obligation  to purchase or sell a specific  currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties,  at a price set at the time of the  contract.  These
contracts are  principally  traded in the interbank  market  conducted  directly
between currency traders (usually large,  commercial banks) and their customers.
A forward contract generally has no deposit requirement,  and no commissions are
charged at any stage for trades.

         The Fund may enter into forward  contracts for a variety of purposes in
connection  with  the  management  of  the  foreign  securities  portion  of its
portfolio.  The Fund's use of such contracts  would include,  but not be limited
to, the following:  First, when the Fund enters into a contract for the purchase
or sale of a security denominated in a foreign currency,  it may desire to "lock
in" the U.S. dollar price of the security. Second, when the Sub-advisor believes
that  one  currency  may  experience  a  substantial  movement  against  another
currency,  including the U.S.  dollar,  it may enter into a forward  contract to
sell or buy the amount of the former foreign  currency,  approximating the value
of some or all of the Fund's  securities  denominated in such foreign  currency.
Alternatively,  where appropriate, the Fund may hedge all or part of its foreign
currency  exposure through the use of a basket of currencies or a proxy currency
where  such  currency  or  currencies  act  as  an  effective  proxy  for  other
currencies. In such a case, the Fund may enter into a forward contract where the
amount of the foreign  currency to be sold  exceeds the value of the  securities
denominated  in such currency.  The use of this basket hedging  technique may be
more efficient and economical than entering into separate forward  contracts for
each currency  held in the Fund.  The precise  matching of the forward  contract
amounts and the value of the securities  involved will not generally be possible
since the future value of such securities in foreign currencies will change as a
consequence  of market  movements in the value of those  securities  between the
date  the  forward  contract  is  entered  into  and the  date it  matures.  The
projection of short-term  currency market movement is extremely  difficult,  and
the successful  execution of a short-term  hedging strategy is highly uncertain.
Under normal circumstances,  consideration of the prospect for currency parities
will be incorporated into the longer term investment  decisions made with regard
to overall diversification strategies. However, the Sub-advisor believes that it
is important to have the  flexibility to enter into such forward  contracts when
it determines that the best interests of the Fund will be served.

         The Fund  may  enter  into  forward  contracts  for any  other  purpose
consistent with the Fund's investment objective and policies.  However, the Fund
will not  enter  into a  forward  contract,  or  maintain  exposure  to any such
contract(s),  if  the  amount  of  foreign  currency  required  to be  delivered
thereunder  would  exceed  the Fund's  holdings  of liquid  assets and  currency
available for cover of the forward contract(s).  In determining the amount to be
delivered under a contract, the Fund may net offsetting positions.

         At the maturity of a forward contract,  the Fund may sell the portfolio
security  and make  delivery  of the  foreign  currency,  or it may  retain  the
security and either  extend the maturity of the forward  contract (by  "rolling"
that contract forward) or may initiate a new forward contract.

         If the Fund retains the portfolio security and engages in an offsetting
transaction,  the Fund will incur a gain or a loss (as  described  below) to the
extent that there has been  movement  in forward  contract  prices.  If the Fund
engages  in an  offsetting  transaction,  it may  subsequently  enter into a new
forward  contract to sell the foreign  currency.  Should  forward prices decline
during the period  between the Fund's  entering into a forward  contract for the
sale of a foreign  currency and the date it enters into an  offsetting  contract
for the  purchase of the foreign  currency,  the Fund will realize a gain to the
extent the price of the  currency it has agreed to sell exceeds the price of the
currency it has agreed to purchase.  Should  forward prices  increase,  the Fund
will  suffer a loss to the extent of the price of the  currency it has agreed to
purchase exceeds the price of the currency it has agreed to sell.

         The Fund's dealing in forward foreign currency exchange  contracts will
generally be limited to the  transactions  described  above.  However,  the Fund
reserves  the  right  to enter  into  forward  foreign  currency  contracts  for
different purposes and under different circumstances. Of course, the Fund is not
required  to  enter  into   forward   contracts   with  regard  to  its  foreign
currency-denominated  securities and will not do so unless deemed appropriate by
the Sub-advisor.  It also should be realized that this method of hedging against
a decline  in the value of a currency  does not  eliminate  fluctuations  in the
underlying prices of the securities. It simply establishes a rate of exchange at
a future date.  Additionally,  although such contracts tend to minimize the risk
of loss due to a decline in the value of the hedged currency,  at the same time,
they tend to limit any potential gain which might result from an increase in the
value of that currency.

         Although the Fund values its assets daily in terms of U.S. dollars,  it
does not intend to convert its holdings of foreign  currencies into U.S. dollars
on a daily basis. It will do so from time to time, and investors should be aware
of the costs of currency  conversion.  Although  foreign exchange dealers do not
charge a fee for  conversion,  they do realize a profit based on the  difference
(the "spread")  between the prices at which they are buying and selling  various
currencies.  Thus, a dealer may offer to sell a foreign  currency to the Fund at
one rate,  while  offering a lesser rate of  exchange  should the Fund desire to
resell that  currency to the dealer.  For a  discussion  of certain risk factors
involved  in  foreign  currency  transactions,  see this  SAI and the  Company's
Prospectus under "Certain Risk Factors and Investment Methods."

         Federal Tax Treatment of Options, Futures Contracts and Forward Foreign
Exchange Contracts. The Fund may enter into certain option, futures, and forward
foreign exchange contracts,  including options and futures on currencies,  which
will be treated as Section 1256 contracts or straddles.

         Transactions  which  are  considered  Section  1256  contracts  will be
considered  to have been  closed at the end of the  Fund's  fiscal  year and any
gains or losses will be recognized for tax purposes at that time.  Such gains or
losses  from the  normal  closing or  settlement  of such  transactions  will be
characterized  as 60% long-term  capital gain (taxable at a maximum rate of 20%)
or loss and 40% short-term capital gain or loss regardless of the holding period
of the instrument (or, in the case of foreign  exchange  contracts,  entirely as
entirely as ordinary  income or loss).  The Fund will be required to  distribute
net  gains on such  transactions  to  shareholders  even  though it may not have
closed the transaction and received cash to pay such distributions.

         Options,  futures and forward  foreign  exchange  contracts,  including
options and futures on  currencies,  which offset a foreign  dollar  denominated
bond or currency position may be considered straddles for tax purposes, in which
case a loss on any  position  in a straddle  will be subject to  deferral to the
extent of unrealized gain in an offsetting  position.  The holding period of the
securities  or  currencies  comprising  the straddle will be deemed not to begin
until the straddle is terminated.  The holding period of the security offsetting
an "in-the-money  qualified  covered call" option on an equity security will not
include the period of time the option is outstanding.

         Losses on  written  covered  calls and  purchased  puts on  securities,
excluding certain "qualified covered call" options on equity securities,  may be
long-term  capital loss,  if the security  covering the option was held for more
than twelve months prior to the writing of the option.

         In order for the Fund to continue  to qualify  for  federal  income tax
treatment as a regulated  investment  company,  at least 90% of its gross income
for a taxable  year must be derived from  qualifying  income,  i.e.,  dividends,
interest,  income derived from loans of  securities,  and gains from the sale of
securities or currencies.  Tax  regulations  could be issued limiting the extent
that  net gain  realized  from  option,  futures  or  foreign  forward  exchange
contracts  on  currencies   is  qualifying   income  for  purposes  of  the  90%
requirement.

         As a result of the "Taxpayer Relief Act of 1997," entering into certain
options,  futures contracts,  or forward contracts may be deemed a "constructive
sale" of  offsetting  securities,  which could result in a taxable gain from the
sale being distributed to shareholders. The Fund would be required to distribute
any such gain even  though it would not  receive  proceeds  from the sale at the
time the option, futures or forward position is entered into.

         Illiquid and  Restricted  Securities.  If through the  appreciation  of
illiquid securities or the depreciation of liquid securities, the Fund should be
in a position  where more than 15% of the value of its net assets is invested in
illiquid assets, including restricted securities, the Fund will take appropriate
steps to protect liquidity.

         Notwithstanding  the above,  the Fund may  purchase  securities  which,
while privately placed, are eligible for purchase and sale under Rule 144A under
the Securities Act of 1933 (the "1933 Act"). This rule permits certain qualified
institutional  buyers, such as the Fund, to trade in privately placed securities
even  though  such  securities  are not  registered  under  the  1933  Act.  The
Sub-advisor,  under  the  supervision  of the  Directors  of the  Company,  will
consider  whether  securities  purchased  under Rule 144A are  illiquid and thus
subject  to the  Fund's  restriction  of  investing  no more than 15% of its net
assets in illiquid  securities.  A determination of whether a Rule 144A security
is liquid  or not is a  question  of fact.  In making  this  determination,  the
Sub-advisor  will consider the trading markets for the specific  security taking
into account the unregistered nature of a Rule 144A security.  In addition,  the
Sub-advisor could consider the (1) frequency of trades and quotes, (2) number of
dealers and potential purchasers,  (3) dealer undertakings to make a market, and
(4) the nature of the security and of marketplace  trades (e.g., the time needed
to dispose of the security, the method of soliciting offers and the mechanics of
transfer). The liquidity of Rule 144A securities would be monitored, and if as a
result of changed  conditions it is  determined  that a Rule 144A security is no
longer liquid,  the Fund's holdings of illiquid  securities would be reviewed to
determine  what,  if any,  steps are  required  to assure that the Fund does not
invest more than 15% of its net assets in illiquid securities. Investing in Rule
144A  securities  could have the effect of  increasing  the amount of the Fund's
assets  invested in illiquid  securities if qualified  institutional  buyers are
unwilling to purchase such securities.

         The Directors of the Company have  promulgated  guidelines with respect
to illiquid securities.

         Hybrid Instruments.  Hybrid Instruments have been developed and combine
the elements of futures contracts,  options or other financial  instruments with
those of debt, preferred equity or a depository instrument  (hereinafter "Hybrid
Instruments). Hybrid Instruments may take a variety of forms, including, but not
limited to, debt instruments  with interest or principal  payments or redemption
terms  determined  by  reference  to the value of a  currency  or  commodity  or
securities index at a future point in time,  preferred stock with dividend rates
determined by reference to the value of a currency,  or  convertible  securities
with the conversion terms related to a particular commodity. For a discussion of
certain  risks  involved in investing in hybrid  instruments  see this SAI under
"Certain Risk Factors and Investment Methods."

         Repurchase  Agreements.  Subject to guidelines adopted by the Directors
of the Company,  the Fund may enter into a repurchase agreement through which an
investor  (such as the Fund)  purchases  a  security  (known as the  "underlying
security") from a well-established  securities dealer or a bank that is a member
of  the  Federal  Reserve  System.  Any  such  dealer  or  bank  will  be on the
Sub-advisor's  approved  list and  have a  credit  rating  with  respect  to its
short-term debt of at least A1 by Standard & Poor's  Corporation,  P1 by Moody's
Investors  Service,  Inc., or the equivalent rating by the Sub-advisor.  At that
time, the bank or securities dealer agrees to repurchase the underlying security
at the same price, plus specified interest.  Repurchase agreements are generally
for a short period of time, often less than a week.  Repurchase agreements which
do not  provide  for  payment  within  seven days will be  treated  as  illiquid
securities.  The Fund will only enter into repurchase  agreements  where (i) the
underlying securities are of the type (excluding maturity limitations) which the
Fund's  investment  guidelines  would  allow it to purchase  directly,  (ii) the
market value of the underlying security,  including interest accrued, will be at
all times equal to or exceed the value of the  repurchase  agreement,  and (iii)
payment  for the  underlying  security  is made only upon  physical  delivery or
evidence of book-  entry  transfer  to the  account of the  custodian  or a bank
acting as agent.  In the event of a bankruptcy or other default of a seller of a
repurchase  agreement,  the Fund could experience both delays in liquidating the
underlying security and losses,  including: (a) possible decline in the value of
the  underlying  security  during the period while the Fund seeks to enforce its
rights thereto;  (b) possible  subnormal  levels of income and lack of access to
income during this period; and (c) expenses of enforcing its rights.

         Reverse  Repurchase  Agreements.  Although  the  Fund  has  no  current
intention,  in  the  foreseeable  future,  of  engaging  in  reverse  repurchase
agreements,  the Fund reserves the right to do so. Reverse repurchase agreements
are ordinary repurchase agreements in which a fund is the seller of, rather than
the investor in,  securities,  and agrees to  repurchase  them at an agreed upon
time and price.  Use of a reverse  repurchase  agreement  may be preferable to a
regular sale and later  repurchase of the  securities  because it avoids certain
market risks and transaction costs. A reverse repurchase agreement may be viewed
as a type of borrowing by the Fund.

     Warrants.  The Fund may acquire warrants. For a discussion of certain risks
involved  therein,  see this SAI  under  "Certain  Risk  Factor  and  Investment
Methods."

         Lending  of  Portfolio   Securities.   Securities  loans  are  made  to
broker-dealers  or  institutional  investors  or  other  persons,   pursuant  to
agreements  requiring  that the loans be  continuously  secured by collateral at
least equal at all times to the value of the securities  lent,  marked to market
on a  daily  basis.  The  collateral  received  will  consist  of  cash  or U.S.
government  securities.  While  the  securities  are being  lent,  the Fund will
continue to receive the  equivalent  of the  interest or  dividends  paid by the
issuer  on  the  securities,  as  well  as  interest  on the  investment  of the
collateral  or a fee from the  borrower.  The Fund has a right to call each loan
and obtain the securities on three business days' notice or, in connection  with
securities  trading on foreign markets,  within such longer period of time which
coincides  with the normal  settlement  period for  purchases  and sales of such
securities  in such  foreign  markets.  The Fund will not have the right to vote
securities while they are being lent, but it will call a loan in anticipation of
any important  vote. The risks in lending  portfolio  securities,  as with other
extensions of secured credit,  consist of possible delay in receiving additional
collateral  or in the recovery of the  securities  or possible loss of rights in
the collateral should the borrower fail financially.  Loans will only be made to
firms  deemed  to  be  of  good  standing  and  will  not  be  made  unless  the
consideration to be earned from such loans would justify the risk.

         Other  Lending/Borrowing.  Subject to  approval by the  Securities  and
Exchange  Commission,  the Fund may make loans to, or borrow  funds from,  other
mutual  funds  sponsored  or advised by the  Sub-advisor  or Rowe  Price-Fleming
International,  Inc.  The Fund has no current  intention  of  engaging  in these
practices at this time.

         When-Issued  Securities and Forward Commitment Contracts.  The Fund may
purchase  securities  on a  "when-issued"  or  delayed  delivery  basis  and may
purchase  securities  on a forward  commitment  basis.  Any or all of the Fund's
investments in debt securities may be in the form of when-issueds  and forwards.
The price of such securities, which may be expressed in yield terms, is fixed at
the time the commitment to purchase is made, but delivery and payment take place
at a later date.  Normally,  the  settlement  date occurs  within 90 days of the
purchase for  when-issueds,  but may be substantially  longer for forwards.  The
Fund will cover its commitments  with respect to these securities by maintaining
cash and/or other liquid assets with its custodian  bank equal in value to these
commitments  during the time  between  the  purchase  and the  settlement.  Such
segregated securities either will mature or, if necessary,  be sold on or before
the settlement date. For a discussion of these securities and the risks involved
therein, see this SAI under "Certain Risk Factors and Investment Methods."

     Money Market Securities. The Fund will hold a certain portion of its assets
in U.S.  and  foreign  dollar-denominated  money  market  securities,  including
repurchase agreements,  rated in the two highest rating categories,  maturing in
one year or less.

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations are not "fundamental"  restrictions and may be changed by
the Directors of the Company without shareholder approval. The Fund will not:

     1.   Purchase  additional  securities when money borrowed exceeds 5% of its
          total assets;

     2.   Invest in  companies  for the  purpose  of  exercising  management  or
          control;

     3.   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 Fund's net asset value;

     4.   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 1933 Act may be  subject  to this 15%
          limitation;

     5.   Purchase  securities  of open-end or closed-end  investment  companies
          except in compliance with the Investment Company Act of 1940;

     6.   Purchase securities on margin, except (i) for use of short-term credit
          necessary for clearance of purchases of portfolio  securities and (ii)
          the Fund may make margin deposits in connection with futures contracts
          or other permissible investments;

     7.   Mortgage, pledge, hypothecate or, in any manner, transfer any security
          owned  by the  Fund 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 Fund's total assets at the time of borrowing or investment;

     8.   Invest in puts, calls, straddles, spreads, or any combination thereof,
          except to the extent  permitted by the Company's  Prospectus  and this
          SAI;

     9.   Effect short sales of securities; or

     10.  Invest in warrants if, as a result thereof, more than 10% of the value
          of the net assets of the Fund 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.


ASAF Neuberger Berman Mid-Cap Growth Fund:

     Investment  Objective:  The  investment  objective  of the  Fund is to seek
capital growth.

Investment Policies:

         Repurchase  Agreements.  In a repurchase agreement,  the Fund purchases
securities  from a Federal  Reserve  member bank or a securities  dealer  deemed
creditworthy by the  Sub-advisor  under  procedures  established by the Board of
Directors of the Company. The bank or securities dealer agrees to repurchase the
securities  from  the  Fund at a  higher  price  on a  designated  future  date.
Repurchase  agreements  generally  are for a short period of time,  usually less
than a week.  Repurchase  agreements with a maturity of more than seven business
days are considered to be illiquid securities;  the Fund may not enter into such
a repurchase  agreement  if, as a result,  more than 15% of the value of its net
assets would then be invested in such  repurchase  agreements and other illiquid
securities.  The Fund will enter  into a  repurchase  agreement  only if (1) the
underlying   securities  are  of  the  type  (excluding  maturity  and  duration
limitations) that the Fund's investment  policies and limitations would allow it
to  purchase  directly,  (2) the  market  value  of the  underlying  securities,
including  accrued  interest,  and  any  other  collateral  for  the  repurchase
agreement  at all  times  equals  or  exceeds  the  repurchase  price  under the
agreement,  and (3)  payment  for the  underlying  securities  is made only upon
satisfactory  evidence that the securities are being held for the Fund's account
by the custodian or a bank acting as the Fund's agent.

         Securities  Loans.  In  order  to  realize  income,  the  Fund may lend
portfolio  securities with a value not exceeding  33-1/3% of its total assets to
banks,  brokerage firms, or institutional  investors judged  creditworthy by the
Sub-advisor.  Borrowers are required continuously to secure their obligations to
return securities on loan from the Fund by depositing collateral,  which will be
marked to market daily, in a form determined to be satisfactory by the Directors
and equal to at least 100% of the market value of the loaned  securities,  which
will also be marked to market daily.  The Sub-advisor  believes the risk of loss
on these  transactions is slight because,  if a borrower were to default for any
reason,  the collateral  should satisfy the obligation.  However,  as with other
extensions of secured credit, loans of portfolio securities involve some risk of
loss of rights in the collateral should the borrower fail financially.

         Restricted Securities and Rule 144A Securities.  The Fund may invest in
restricted  securities,  which are securities that may not be sold to the public
without an effective  registration statement under the 1933 Act. Before they are
registered,  such  securities  may  be  sold  only  in  a  privately  negotiated
transaction or pursuant to an exemption from registration. In recognition of the
increased  size and  liquidity  of the  institutional  markets for  unregistered
securities  and the  importance of  institutional  investors in the formation of
capital,  the SEC has adopted Rule 144A under the 1933 Act, which is designed to
facilitate  efficient  trading among  institutional  investors by permitting the
sale of certain unregistered  securities to qualified  institutional  buyers. To
the extent privately placed securities held by the Fund qualify under Rule 144A,
and an institutional market develops for those securities,  the Fund likely will
be able to dispose of the  securities  without  registering  them under the 1933
Act. To the extent that institutional buyers become, for a time, uninterested in
purchasing  these  securities,  investing in Rule 144A securities could have the
effect  of  reducing  the  Fund's  liquidity.  The  Sub-advisor,   acting  under
guidelines  established by the Board of Directors of the Company,  may determine
that certain securities qualified for trading under Rule 144A are liquid.

         Where registration is required, the Fund may be obligated to pay all or
part of the registration  expenses, and a considerable period may elapse between
the  decision to sell and the time the Fund may be  permitted to sell a security
under an effective  registration  statement.  If, during such a period,  adverse
market conditions were to develop,  the Fund might obtain a less favorable price
than prevailed when it decided to sell.  Restricted  securities,  excluding Rule
144A securities deemed liquid by the Sub-advisor,  are considered illiquid,  and
will be subject to the Fund's 15% limit on investments  in illiquid  securities.
Foreign  securities that are freely tradable in their principal  markets are not
considered by the Fund to be illiquid.  Illiquid  securities for which no market
exists are priced by a method that the  Directors  believe  accurately  reflects
fair value.

         Reverse Repurchase Agreements.  In a reverse repurchase agreement,  the
Fund sells  portfolio  securities  subject to its  agreement to  repurchase  the
securities  at a later  date  for a fixed  price  reflecting  a  market  rate of
interest;  these agreements are considered borrowings for purposes of the Fund's
investment limitations and policies concerning borrowings.  There is a risk that
the counterparty to a reverse  repurchase  agreement will be unable or unwilling
to complete  the  transaction  as  scheduled,  which may result in losses to the
Fund.

         Covered  Call  Options.  The Fund may write  covered  call  options  on
securities it owns. Generally, the purpose of writing those options is to reduce
the effect of price  fluctuations  of securities  held by the Fund on the Fund's
net asset value. Securities on which call options may be written by the Fund are
purchased solely on the basis of investment  considerations  consistent with the
Fund's investment objectives.

         When the Fund writes a call option,  it is obligated to sell a security
to a  purchaser  at a  specified  price at any time until a certain  date if the
purchaser  decides to  exercise  the  option.  The Fund  receives a premium  for
writing  the call  option.  The Fund  writes  only  "covered"  call  options  on
securities it owns.  So long as the  obligation of the writer of the call option
continues,  the writer may be  assigned  an  exercise  notice,  requiring  it to
deliver the underlying  security against payment of the exercise price. The Fund
may be obligated to deliver securities underlying a call option at less than the
market price thereby giving up any additional gain on the security.

         When the Fund purchases a call option,  it pays a premium for the right
to purchase a security  from the writer at a  specified  price until a specified
date.  A call  option  would be  purchased  by the Fund to  offset a  previously
written call option.

         The  writing  of covered  call  options  is a  conservative  investment
technique believed to involve relatively little risk (in contrast to the writing
of  "naked"  or  uncovered  call  options,  which the Fund will not do),  but is
capable of  enhancing  the Fund's  total  return.  When  writing a covered  call
option, the Fund, in return for the premium, gives up the opportunity for profit
from a price increase in the underlying  security above the exercise price,  but
conversely retains the risk of loss should the price of the security decline. If
a call  option  that the Fund has  written  expires  unexercised,  the Fund will
realize a gain in the amount of the premium; however, that gain may be offset by
a decline  in the  market  value of the  underlying  security  during the option
period.  If the call option is  exercised,  the Fund will realize a gain or loss
from the sale or purchase of the underlying security.

           The exercise price of an option may be below,  equal to, or above the
market  value of the  underlying  security  at the time the  option is  written.
Options  normally have  expiration  dates between three and nine months from the
date written.  The obligation under any option terminates upon expiration of the
option or, at an earlier  time,  when the writer  offsets the option by entering
into a "closing purchase transaction" to purchase an option of the same series.

           Options are traded both on national  securities  exchanges and in the
over-the-counter  ("OTC")  market.  Exchange-traded  options  are  issued  by  a
clearing  organization  affiliated  with the  exchange  on which  the  option is
listed;  the clearing  organization  in effect  guarantees  completion  of every
exchange-traded  option. In contrast, OTC options are contracts between the Fund
and its counter-party with no clearing  organization  guarantee.  Thus, when the
Fund sells or purchases an OTC option,  it generally will be able to "close out"
the option prior to its  expiration  only by entering  into a "closing  purchase
transaction"  with the dealer to whom or from whom the Fund  originally  sold or
purchased the option. The Sub-advisor  monitors the  creditworthiness of dealers
with which the Fund may engage in OTC options,  and will limit counterparties in
such  transactions  to  dealers  with a net  worth of at least  $20  million  as
reported in their latest financial  statements.  For an additional discussion of
OTC  options  and their  risks,  see this SAI under  "Certain  Risk  Factors and
Investment Methods."

           The  premium  received  (or  paid) by the  Fund  when it  writes  (or
purchases)  an option is the amount at which the option is  currently  traded on
the applicable exchange,  less (or plus) a commission.  The premium may reflect,
among other things,  the current  market price of the underlying  security,  the
relationship  of the exercise price to the market price,  the  historical  price
volatility of the  underlying  security,  the length of the option  period,  the
general  supply  of and  demand  for  credit,  and  the  general  interest  rate
environment.  The premium received by the Fund for writing an option is recorded
as a liability on the Fund's statement of assets and liabilities. This liability
is adjusted daily to the option's current market value.

         The Fund pays the brokerage  commissions in connection  with purchasing
or writing options,  including those used to close out existing positions. These
brokerage commissions normally are higher than those applicable to purchases and
sales of portfolio securities.

         From time to time,  the Fund may  purchase an  underlying  security for
delivery in accordance  with an exercise notice of a call option assigned to it,
rather  than  delivering  the  security  from its  portfolio.  In  those  cases,
additional brokerage commissions are incurred.

         For an additional  discussion of options and their risks,  see this SAI
and  the  Company's  Prospectus  under  "Certain  Risk  Factors  and  Investment
Methods."

         Foreign  Securities.  The Fund may  invest  in U.S.  dollar-denominated
equity and debt  securities  issued by foreign issuers  (including  governments,
quasi-governments  and  foreign  banks)  and  foreign  branches  of U.S.  banks,
including  negotiable CDs and commercial paper. These investments are subject to
the Fund's  quality  standards.  While  investments  in foreign  securities  are
intended to reduce risk by providing further  diversification,  such investments
involve  sovereign  and other risks,  in addition to the credit and market risks
normally associated with domestic securities.

         The  Fund  may  invest  in  equity,  debt,  or  other  income-producing
securities that are denominated in or indexed to foreign currencies,  including,
but not limited to (1) common and preferred stocks, (2) convertible  securities,
(3) warrants,  (4) CDs,  commercial  paper,  fixed-time  deposits,  and bankers'
acceptances issued by foreign banks, (5) obligations of other corporations,  and
(6) obligations of foreign  governments,  or their subdivisions,  agencies,  and
instrumentalities,  international agencies, and supranational entities. Risks of
investing   in   foreign   currency    denominated    securities   include   (1)
nationalization, expropriation, or confiscatory taxation, (2) adverse changes in
investment or exchange control  regulations (which could prevent cash from being
brought back to the U.S.), and (3) expropriation or  nationalization  of foreign
portfolio companies.  Mail service between the U.S. and foreign countries may be
slower or less reliable than within the United States,  thus increasing the risk
of delayed  settlements of portfolio  transactions or loss of  certificates  for
portfolio securities.  For an additional discussion of the risks associated with
foreign  securities,  whether denominated in U.S. dollars or foreign currencies,
see this SAI and the  Company's  Prospectus  under  "Certain  Risk  Factors  and
Investment Methods."

         Prices of foreign  securities and exchange rates for foreign currencies
may be  affected  by the  interest  rates  prevailing  in other  countries.  The
interest rates in other countries are often affected by local factors, including
the strength of the local economy,  the demand for borrowing,  the  government's
fiscal  and  monetary  policies,  and the  international  balance  of  payments.
Individual  foreign  economies may differ favorably or unfavorably from the U.S.
economy in such respects as gross national product,  rate of inflation,  capital
reinvestment, resource self-sufficiency, and balance of payments position.

         Foreign   markets  also  have   different   clearance  and   settlement
procedures,  and in certain markets there have been times when  settlements have
been unable to keep pace with the volume of securities  transactions,  making it
difficult to conduct such  transactions.  Such delays in settlement could result
in temporary  periods when a portion of the assets of the Fund is uninvested and
no return is earned thereon. The inability of the Fund to make intended security
purchases due to  settlement  problems  could cause the Fund to miss  attractive
investment  opportunities.  Inability to dispose of portfolio  securities due to
settlement  problems could result either in losses to the Fund due to subsequent
declines in value of the portfolio securities,  or, if the Fund has entered into
a contract to sell the  securities,  could  result in possible  liability to the
purchaser.

         The Fund may  invest in  foreign  corporate  bonds and  debentures  and
sovereign debt instruments  issued or guaranteed by foreign  governments,  their
agencies or  instrumentalities.  Foreign  debt  securities  are subject to risks
similar to those of other foreign securities,  as well as risks similar to those
of  other  debt  securities,  as  discussed  in this  SAI  and in the  Company's
Prospectus  under  "Investment  Programs of the Funds" and "Certain Risk Factors
and Investment Methods."

         In  order  to  limit  the  risk   inherent  in   investing  in  foreign
currency-denominated  securities, the Fund may not purchase any such security if
after such  purchase  more than 10% of its total assets  (taken at market value)
would be invested in such securities. Within such limitation,  however, the Fund
is not  restricted in the amount it may invest in securities  denominated in any
one foreign currency.

         Foreign Currency Transactions.  The Fund may engage in foreign currency
exchange transactions.  Foreign currency exchange transactions will be conducted
either on a spot (i.e.,  cash) basis at the spot rate  prevailing in the foreign
currency exchange market, or through entering into forward contracts to purchase
or sell  foreign  currencies  ("forward  contracts").  The Fund may  enter  into
forward contracts in order to protect against uncertainty in the level of future
foreign  currency  exchange rates.  The Fund may also use forward  contracts for
non-hedging purposes.

         A  forward  contract  involves  an  obligation  to  purchase  or sell a
specific  currency  at a future  date,  which  may be any  fixed  number of days
(usually  less than one year) from the date of the  contract  agreed upon by the
parties, at a price set at the time of the contract.  These contracts are traded
in the interbank  market  conducted  directly  between  traders  (usually  large
commercial  banks) and their  customers.  A forward  contract  generally  has no
deposit  requirement,  and no  commissions  are charged at any stage for trades.
Although foreign  exchange  dealers do not charge a fee for conversion,  they do
realize a profit based on the difference (the spread) between the price at which
they are buying and selling various currencies.

         When the Fund  enters  into a contract  for the  purchase  or sale of a
security  denominated in a foreign  currency,  it may wish to "lock in" the U.S.
dollar  price of the  security.  By  entering  into a forward  contract  for the
purchase or sale, for a fixed amount of U.S.  dollars,  of the amount of foreign
currency involved in the underlying security transactions, the Fund will be able
to protect itself against a possible loss.  When the  Sub-advisor  believes that
the currency of a particular  foreign  country may suffer a substantial  decline
against the U.S.  dollar,  it may also enter into a forward contract to sell the
amount of foreign currency for a fixed amount of dollars which  approximates the
value  of  some  or all of a  Fund's  securities  denominated  in  such  foreign
currency.

         The Fund may also engage in cross-hedging by using forward contracts in
one  currency  to  hedge  against   fluctuations  in  the  value  of  securities
denominated in a different currency, when the Sub-advisor believes that there is
a pattern of correlation between the two currencies.  The Fund may also purchase
and sell  forward  contracts  for  non-hedging  purposes  when  the  Sub-advisor
anticipates  that the foreign  currency will  appreciate or depreciate in value,
but   securities  in  that  currency  do  not  present   attractive   investment
opportunities and are not held in the Fund's portfolio.

         When the Fund engages in forward  contracts  for hedging  purposes,  it
will not enter  into  forward  contracts  to sell  currency  or  maintain  a net
exposure to such  contracts  if their  consummation  would  obligate the Fund to
deliver an amount of foreign  currency  in excess of the value of its  portfolio
securities or other assets denominated in that currency.  At the consummation of
the forward contract,  the Fund may either make delivery of the foreign currency
or terminate its  contractual  obligation to deliver by purchasing an offsetting
contract  obligating it to purchase the same amount of such foreign  currency at
the same  maturity  date.  If the Fund  chooses to make  delivery of the foreign
currency,  it may be  required  to  obtain  such  currency  through  the sale of
portfolio securities denominated in such currency or through conversion of other
assets into such currency. If the Fund engages in an offsetting transaction,  it
will  incur a gain or a loss to the  extent  that  there  has been a  change  in
forward contract prices.  Closing purchase  transactions with respect to forward
contracts  are  usually  made  with the  currency  trader  who is a party to the
original forward contract.

         The Fund is not required to enter into such  transactions  and will not
do so unless deemed appropriate by the Sub-advisor.

         Using  forward  contracts to protect the value of the Fund's  portfolio
securities  against a  decline  in the value of a  currency  does not  eliminate
fluctuations in the underlying prices of the securities. It simply establishes a
rate of exchange which can be achieved at some future point in time. The precise
projection  of  short-term  currency  market  movements  is  not  possible,  and
short-term hedging provides a means of fixing the dollar value of only a portion
of the Fund's foreign assets.

         While the Fund may enter forward  contracts to reduce currency exchange
rate risks,  transactions in such contracts  involve certain other risks.  Thus,
while the Fund may  benefit  from such  transactions,  unanticipated  changes in
currency prices may result in a poorer overall  performance for the Fund than if
it had not engaged in any such  transactions.  Moreover,  there may be imperfect
correlation  between  the  Fund's  holdings  of  securities   denominated  in  a
particular  currency  and  forward  contracts  entered  into by the  Fund.  Such
imperfect correlation may cause the Fund to sustain losses which will prevent it
from achieving a complete hedge or expose it to risk of foreign exchange loss.

         The Fund generally  will not enter into a forward  contract with a term
of greater than one year.  The Fund may  experience  delays in the settlement of
its foreign currency transactions.

         When the Fund engages in forward  contracts for the sale or purchase of
currencies,  the Fund will either  cover its  position or establish a segregated
account. The Fund will consider its position covered if it has securities in the
currency subject to the forward  contract,  or otherwise has the right to obtain
that currency at no additional  cost.  In the  alternative,  the Fund will place
cash, fixed income,  or equity  securities  (denominated in the foreign currency
subject to the  forward  contract)  in a separate  account.  The amounts in such
separate  account will equal the value of the Fund's  assets which are committed
to the consummation of foreign currency exchange contracts.  If the value of the
securities  placed  in the  separate  account  declines,  the  Fund  will  place
additional  cash or securities in the account on a daily basis so that the value
of the account  will equal the amount of its  commitments  with  respect to such
contracts.

         For an  additional  discussion  of forward  foreign  currency  exchange
contracts  and their  risks,  see this SAI and the  Company's  Prospectus  under
"Certain Risk Factors and Investment Methods."

         Options on Foreign Currencies.  The Fund may write and purchase covered
call and put options on foreign  currencies  in amounts not  exceeding 5% of its
net assets for the purpose of  protecting  against  declines in the U.S.  dollar
value of portfolio securities or increases in the U.S. dollar cost of securities
to be acquired,  or to protect the dollar equivalent of dividend,  interest,  or
other  payment on those  securities.  A decline in the dollar value of a foreign
currency in which portfolio  securities are  denominated  will reduce the dollar
value of such  securities,  even if their value in the foreign  currency remains
constant.  In order to protect  against such decreases in the value of portfolio
securities,  the Fund may purchase put options on the foreign  currency.  If the
value of the  currency  declines,  the Fund  will  have the  right to sell  such
currency  for a fixed amount of dollars  which  exceeds the market value of such
currency.  This would result in a gain that may offset, in whole or in part, the
negative effect of currency  depreciation on the value of the Fund's  securities
denominated in that currency.

         Conversely, if the dollar value of a currency in which securities to be
acquired by the Fund are denominated rises,  thereby increasing the cost of such
securities, the Fund may purchase call options on such currency. If the value of
such currency increases  sufficiently,  the Fund will have the right to purchase
that  currency for a fixed amount of dollars which is less than the market value
of that  currency.  Such a purchase  would result in a gain that may offset,  at
least  partially,  the effect of any  currency-related  increase in the price of
securities the Fund intends to acquire.

         As in the case of other  types of options  transactions,  however,  the
benefit the Fund  derives  from  purchasing  foreign  currency  options  will be
reduced by the amount of the premium and related transaction costs. In addition,
if  currency  exchange  rates  do not  move in the  direction  or to the  extent
anticipated,  the Fund could sustain losses on transactions in foreign  currency
options  which  would  deprive  it of a  portion  or  all  of  the  benefits  of
advantageous changes in such rates.

         The Fund may also  write  options  on foreign  currencies  for  hedging
purposes.  For example,  if the Sub-advisor  anticipates a decline in the dollar
value of foreign currency  denominated  securities because of declining exchange
rates, it could,  instead of purchasing a put option, write a call option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be  exercised,  and the  decrease in value of portfolio  securities  will be
offset, at least in part, by the amount of the premium received by the Fund.

         Similarly,  the Fund could write a put option on the relevant currency,
instead of purchasing a call option, to hedge against an anticipated increase in
the dollar cost of  securities  to be  acquired.  If exchange  rates move in the
manner  projected,  the put option most likely will not be  exercised,  and such
increased  cost will be offset,  at least in part,  by the amount of the premium
received.  However, as in the case of other types of options  transactions,  the
writing of a foreign  currency option will constitute only a partial hedge up to
the amount of the premium, and only if rates move in the expected direction.

         If unanticipated exchange rate fluctuations occur, a put or call option
may be  exercised  and the  Fund  could  be  required  to  purchase  or sell the
underlying currency at a loss which may not be fully offset by the amount of the
premium. As a result of writing options on foreign currencies, the Fund also may
be required  to forego all or a portion of the  benefits  which might  otherwise
have been obtained from favorable movements in currency exchange rates.  Options
on  foreign  currencies  may  be  traded  on  U.S.  or  foreign  exchanges,   or
over-the-counter.  Options  on  foreign  currencies  that are  traded on the OTC
market involve liquidity and credit risks that may not be present in the case of
exchange-traded currency options.

         A call option  written on foreign  currency by the Fund is "covered" if
the Fund owns the underlying  foreign currency subject to the call, or if it has
an  absolute  and  immediate  right to acquire  that  foreign  currency  without
additional cash consideration. A call option is also covered if the Fund holds a
call on the same  foreign  currency  for the same  principal  amount as the call
written  where the exercise  price of the call held is (a) equal to or less than
the exercise price of the call written or (b) greater than the exercise price of
the call written if the amount of the  difference  is  maintained by the Fund in
cash,  fixed  income or  equity  securities  in a  segregated  account  with its
custodian.

         The  risks  of  currency  options  are  similar  to the  risks of other
options,  as  discussed  above and in this SAI under  "Certain  Risk Factors and
Investment Methods."

         Cover for  Options on  Securities,  Forward  Contracts,  and Options on
Foreign Currencies ("Hedging Instruments").  The Fund will comply with SEC staff
guidelines  regarding "cover" for Hedging  Instruments and, if the guidelines so
require,  set aside in a segregated  account with its custodian  the  prescribed
amount  of cash,  fixed  income,  or  equity  securities.  Securities  held in a
segregated account cannot be sold while the futures, option, or forward strategy
covered by those securities is outstanding,  unless they are replaced with other
suitable  assets.  As a result,  segregation of a large percentage of the Fund's
assets could impede  portfolio  management or the Fund's ability to meet current
obligations. The Fund may be unable promptly to dispose of assets that cover, or
are segregated with respect to, an illiquid  options or forward  position;  this
inability may result in a loss to the Fund.

         Preferred  Stock.  The Fund  may  invest  in  preferred  stock.  Unlike
interest payments on debt securities, dividends on preferred stock are generally
payable at the discretion of the issuer's board of directors, although preferred
shareholders may have certain rights if dividends are not paid. Shareholders may
suffer a loss of value if dividends are not paid,  and  generally  have no legal
recourse against the issuer. The market prices of preferred stocks are generally
more sensitive to changes in the issuer's  creditworthiness  than are the prices
of debt securities.

         Fixed  Income   Securities.   The  Fund  may  invest  in  money  market
instruments,  U.S.  Government or Agency  securities,  and  corporate  bonds and
debentures  receiving  one of the four highest  ratings  from  Standard & Poor's
Ratings Group ("S&P"),  Moody's Investors Service, Inc. ("Moody's") or any other
nationally  recognized  statistical rating  organization  ("NRSRO"),  or, if not
rated  by  any  NRSRO,  deemed  comparable  by the  Sub-advisor  to  such  rated
securities ("Comparable Unrated Securities").  The ratings of an NRSRO represent
its opinion as to the quality of securities  it undertakes to rate.  Ratings are
not  absolute  standards  of  quality;  consequently,  securities  with the same
maturity,  coupon,  and rating may have different yields.  Although the Fund may
rely on the ratings of any NRSRO,  the Fund mainly refers to ratings assigned by
S&P and Moody's, which are described in Appendix A to this SAI.

         Fixed  income  securities  are  subject  to  the  risk  of an  issuer's
inability to meet principal and interest  payments on the  obligations  ("credit
risk")  and also may be  subject  to price  volatility  due to such  factors  as
interest rate  sensitivity,  market  perception of the  creditworthiness  of the
issuer, and general market liquidity ("market risk"). Lower-rated securities are
more likely to react to developments  affecting  market and credit risk than are
more highly rated securities,  which react primarily to movements in the general
level of interest rates.

         Changes in economic conditions or developments regarding the individual
issuer are more likely to cause price  volatility and weaken the capacity of the
issuer of such  securities to make  principal and interest  payments than is the
case for higher-grade debt securities. An economic downturn affecting the issuer
may result in an  increased  incidence  of default.  The market for  lower-rated
securities  may be thinner  and less active  than for  higher-rated  securities.
Pricing of thinly traded  securities  requires  greater judgment than pricing of
securities for which market transactions are regularly reported.

         If  the  quality  of any  fixed  income  securities  held  by the  Fund
deteriorates  so that they no longer would be eligible for purchase by the Fund,
the Fund will engage in an orderly  disposition  of the securities to the extent
necessary to ensure that the Fund's holding of such  securities  will not exceed
5% of its net assets.

         Convertible  Securities.  The Fund may invest in convertible securities
of any quality.  A convertible  security entitles the holder to receive interest
paid or  accrued  on debt or the  dividend  paid on  preferred  stock  until the
convertible  security  matures or is redeemed,  converted or  exchanged.  Before
conversion,  convertible  securities  ordinarily provide a stream of income with
generally  higher  yields  than  those of common  stocks of the same or  similar
issuers,  but  lower  than  the  yield  on  non-convertible  debt.   Convertible
securities are usually subordinated to comparable-tier nonconvertible securities
but rank senior to common stock in a corporation's capital structure.  The value
of a convertible  security is a function of (1) its yield in comparison with the
yields of other securities of comparable maturity and quality that do not have a
conversion privilege,  and (2) its worth, at market value, if converted into the
underlying  common stock.  Convertible debt securities are subject to the Fund's
investment policies and limitations concerning fixed-income investments.

         Convertible  securities are typically issued by smaller companies whose
stock prices may be volatile. The price of a convertible security often reflects
such  variations  in the  price  of the  underlying  common  stock in a way that
nonconvertible  debt  does  not.  A  convertible  security  may  be  subject  to
redemption at the option of the issuer at a price  established in the security's
governing  instrument.  If a convertible security held by the Fund is called for
redemption,  the Fund will be required to convert it into the underlying  common
stock, sell it to a third party or permit the issuer to redeem the security. Any
of these actions could have an adverse  effect on the Fund's  ability to achieve
its investment objective.

         Commercial Paper. Commercial paper is a short-term debt security issued
by a corporation, bank, municipality, or other issuer, usually for purposes such
as financing  current  operations.  The Fund may invest only in commercial paper
receiving the highest rating from S&P (A-1) or Moody's  (P-1),  or deemed by the
Sub-advisor to be of equivalent quality.

         The Fund may invest in  commercial  paper that  cannot be resold to the
public  because it was issued  under the  exception  for  private  offerings  in
Section 4(2) of the Securities Act of 1933. While such securities  normally will
be considered  illiquid and subject to the Fund's 15%  limitation on investments
in illiquid securities, the Sub-advisor may in certain cases determine that such
paper is liquid under guidelines established by the Board of Directors.

         Banking  and  Savings  Institution  Securities.  The Fund may invest in
banking and savings institution  obligations,  which include CDs, time deposits,
bankers'  acceptances,  and other short-term debt obligations  issued by savings
institutions.  CDs are receipts for funds  deposited  for a specified  period of
time at a specified rate of return;  time deposits generally are similar to CDs,
but are  uncertificated;  and  bankers'  acceptances  are time  drafts  drawn on
commercial  banks  by  borrowers,   usually  in  connection  with  international
commercial  transactions.  The CDs, time deposits,  and bankers'  acceptances in
which the Fund invests typically are not covered by deposit insurance.

         Investment Policies Which May be Changed Without Shareholder  Approval.
The following  limitations  are applicable to the ASAF Neuberger  Berman Mid-Cap
Growth Fund.  These  limitations  are not  fundamental  restrictions  and can be
changed without shareholder approval.

         1. The Fund may not  purchase  securities  if  outstanding  borrowings,
including any reverse repurchase agreements, exceed 5% of its total assets.

         2.  Except  for  the  purchase  of  debt  securities  and  engaging  in
repurchase  agreements,  the Fund may not make any loans  other than  securities
loans.

         3. The Fund may not purchase securities on margin from brokers,  except
that the Fund 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.

         4. The Fund 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.

         5. The Fund 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 Fund has
valued the securities, such as repurchase agreements maturing in more than seven
days.


ASAF Neuberger Berman Mid-Cap Value Fund:

     Investment  Objective:  The  investment  objective  of the  Fund is to seek
capital growth.

Investment Policies:

         Repurchase  Agreements.  In a repurchase agreement,  the Fund purchases
securities  from a Federal  Reserve  member bank or a securities  dealer  deemed
creditworthy by the  Sub-advisor  under  procedures  established by the Board of
Directors of the Company. The bank or securities dealer agrees to repurchase the
securities  from  the  Fund at a  higher  price  on a  designated  future  date.
Repurchase  agreements  generally  are for a short period of time,  usually less
than a week.  Repurchase  agreements with a maturity of more than seven business
days are considered to be illiquid securities;  the Fund may not enter into such
a repurchase  agreement  if, as a result,  more than 15% of the value of its net
assets would then be invested in such  repurchase  agreements and other illiquid
securities.  The Fund will enter  into a  repurchase  agreement  only if (1) the
underlying   securities  are  of  the  type  (excluding  maturity  and  duration
limitations) that the Fund's investment  policies and limitations would allow it
to  purchase  directly,  (2) the  market  value  of the  underlying  securities,
including  accrued  interest,  and  any  other  collateral  for  the  repurchase
agreement  at all  times  equals  or  exceeds  the  repurchase  price  under the
agreement,  and (3)  payment  for the  underlying  securities  is made only upon
satisfactory  evidence that the securities are being held for the Fund's account
by the custodian or a bank acting as the Fund's agent.

         Securities  Loans.  In  order  to  realize  income,  the  Fund may lend
portfolio  securities with a value not exceeding  33-1/3% of its total assets to
banks,  brokerage firms, or institutional  investors judged  creditworthy by the
Sub-advisor.  Borrowers are required continuously to secure their obligations to
return securities on loan from the Fund by depositing collateral,  which will be
marked to market daily, in a form determined to be satisfactory by the Directors
and equal to at least 100% of the market value of the loaned  securities,  which
will also be marked to market daily.  The Sub-advisor  believes the risk of loss
on these  transactions is slight because,  if a borrower were to default for any
reason,  the collateral  should satisfy the obligation.  However,  as with other
extensions of secured credit, loans of portfolio securities involve some risk of
loss of rights in the collateral should the borrower fail financially.

         Restricted Securities and Rule 144A Securities.  The Fund may invest in
restricted  securities,  which are securities that may not be sold to the public
without an effective  registration statement under the 1933 Act. Before they are
registered,  such  securities  may  be  sold  only  in  a  privately  negotiated
transaction or pursuant to an exemption from registration. In recognition of the
increased  size and  liquidity  of the  institutional  markets for  unregistered
securities  and the  importance of  institutional  investors in the formation of
capital,  the SEC has adopted Rule 144A under the 1933 Act, which is designed to
facilitate  efficient  trading among  institutional  investors by permitting the
sale of certain unregistered  securities to qualified  institutional  buyers. To
the extent privately placed securities held by the Fund qualify under Rule 144A,
and an institutional market develops for those securities,  the Fund likely will
be able to dispose of the  securities  without  registering  them under the 1933
Act. To the extent that institutional buyers become, for a time, uninterested in
purchasing  these  securities,  investing in Rule 144A securities could have the
effect  of  reducing  the  Fund's  liquidity.  The  Sub-advisor,   acting  under
guidelines  established by the Board of Directors of the Company,  may determine
that certain securities qualified for trading under Rule 144A are liquid.

         Where registration is required, the Fund may be obligated to pay all or
part of the registration  expenses, and a considerable period may elapse between
the  decision to sell and the time the Fund may be  permitted to sell a security
under an effective  registration  statement.  If, during such a period,  adverse
market conditions were to develop,  the Fund might obtain a less favorable price
than prevailed when it decided to sell.  Restricted  securities,  excluding Rule
144A securities deemed liquid by the Sub-advisor,  are considered illiquid,  and
will be subject to the Fund's 15% limit on investments  in illiquid  securities.
Foreign  securities that are freely tradable in their principal  markets are not
considered by the Fund to be illiquid.  Illiquid  securities for which no market
exists are priced by a method that the  Directors  believe  accurately  reflects
fair value.

         Reverse Repurchase Agreements.  In a reverse repurchase agreement,  the
Fund sells  portfolio  securities  subject to its  agreement to  repurchase  the
securities  at a later  date  for a fixed  price  reflecting  a  market  rate of
interest;  these agreements are considered borrowings for purposes of the Fund's
investment limitations and policies concerning borrowings.  There is a risk that
the counterparty to a reverse  repurchase  agreement will be unable or unwilling
to complete  the  transaction  as  scheduled,  which may result in losses to the
Fund.

         Covered  Call  Options.  The Fund may write  covered  call  options  on
securities  it owns valued at up to 10% of its net assets and may purchase  call
options in related closing transactions. Generally, the purpose of writing these
options is to reduce the effect of price  fluctuations of securities held by the
Fund on the Fund's net asset  value.  Securities  on which call  options  may be
written  by  the  Fund  are   purchased   solely  on  the  basis  of  investment
considerations consistent with the Fund's investment objectives.

         When the Fund writes a call option,  it is obligated to sell a security
to a  purchaser  at a  specified  price at any time until a certain  date if the
purchaser  decides to  exercise  the  option.  The Fund  receives a premium  for
writing  the call  option.  The Fund  writes  only  "covered"  call  options  on
securities it owns.  So long as the  obligation of the writer of the call option
continues,  the writer may be  assigned  an  exercise  notice,  requiring  it to
deliver the underlying  security against payment of the exercise price. The Fund
may be obligated to deliver securities underlying a call option at less than the
market price thereby giving up any additional gain on the security.

         When the Fund purchases a call option,  it pays a premium for the right
to purchase a security  from the writer at a  specified  price until a specified
date.  A call  option  would be  purchased  by the Fund to  offset a  previously
written call option.

         The  writing  of covered  call  options  is a  conservative  investment
technique believed to involve relatively little risk (in contrast to the writing
of  "naked"  or  uncovered  call  options,  which the Fund will not do),  but is
capable of  enhancing  the Fund's  total  return.  When  writing a covered  call
option, the Fund, in return for the premium, gives up the opportunity for profit
from a price increase in the underlying  security above the exercise price,  but
conversely retains the risk of loss should the price of the security decline. If
a call  option  that the Fund has  written  expires  unexercised,  the Fund will
realize a gain in the amount of the premium; however, that gain may be offset by
a decline  in the  market  value of the  underlying  security  during the option
period.  If the call option is  exercised,  the Fund will realize a gain or loss
from the sale or purchase of the underlying security.

           The exercise price of an option may be below,  equal to, or above the
market  value of the  underlying  security  at the time the  option is  written.
Options  normally have  expiration  dates between three and nine months from the
date written.  The obligation under any option terminates upon expiration of the
option or, at an earlier  time,  when the writer  offsets the option by entering
into a "closing purchase transaction" to purchase an option of the same series.

           Options are traded both on national  securities  exchanges and in the
over-the-counter  ("OTC")  market.  Exchange-traded  options  are  issued  by  a
clearing  organization  affiliated  with the  exchange  on which  the  option is
listed;  the clearing  organization  in effect  guarantees  completion of, every
exchange-traded  option. In contrast, OTC options are contracts between the Fund
and its counter-party with no clearing  organization  guarantee.  Thus, when the
Fund sells or purchases an OTC option,  it generally will be able to "close out"
the option prior to its  expiration  only by entering  into a "closing  purchase
transaction"  with the dealer to whom or from whom the Fund  originally  sold or
purchased the option. The Sub-advisor  monitors the  creditworthiness of dealers
with which the Fund may engage in OTC options,  and will limit counterparties in
such  transactions  to  dealers  with a net  worth of at least  $20  million  as
reported in their latest financial  statements.  For an additional discussion of
OTC  options  and their  risks,  see this SAI under  "Certain  Risk  Factors and
Investment Methods."

           The  premium  received  (or  paid) by the  Fund  when it  writes  (or
purchases)  an option is the amount at which the option is  currently  traded on
the applicable exchange,  less (or plus) a commission.  The premium may reflect,
among other things,  the current  market price of the underlying  security,  the
relationship  of the exercise price to the market price,  the  historical  price
volatility of the  underlying  security,  the length of the option  period,  the
general  supply  of and  demand  for  credit,  and  the  general  interest  rate
environment.  The premium received by the Fund for writing an option is recorded
as a liability on the Fund's statement of assets and liabilities. This liability
is adjusted daily to the option's current market value.

         The Fund pays the brokerage  commissions in connection  with purchasing
or writing options,  including those used to close out existing positions. These
brokerage commissions normally are higher than those applicable to purchases and
sales of portfolio securities.

         For an additional  discussion of options and their risks,  see this SAI
and  the  Company's  Prospectus  under  "Certain  Risk  Factors  and  Investment
Methods."

         Foreign  Securities.  The Fund may  invest  in U.S.  dollar-denominated
equity and debt securities issued by foreign issuers (including  governments and
quasi-governments)  and foreign branches of U.S. banks, including negotiable CDs
and  commercial  paper.  These  investments  are  subject to the Fund's  quality
standards.  While investments in foreign  securities are intended to reduce risk
by providing  further  diversification,  such investments  involve sovereign and
other risks, in addition to the credit and market risks normally associated with
domestic securities.

         The  Fund  may  invest  in  equity,  debt,  or  other  income-producing
securities that are denominated in or indexed to foreign currencies,  including,
but not limited to (1) common and preferred stocks, (2) convertible  securities,
(3) CDs, commercial paper,  fixed-time deposits, and bankers' acceptances issued
by foreign banks, (4) obligations of other corporations,  and (5) obligations of
foreign governments,  or their subdivisions,  agencies,  and  instrumentalities,
international  agencies,  and  supranational  entities.  Risks of  investing  in
foreign   currency   denominated   securities   include   (1)   nationalization,
expropriation,  or confiscatory  taxation,  (2) adverse changes in investment or
exchange control  regulations  (which could prevent cash from being brought back
to the U.S.), and (3)  expropriation  or  nationalization  of foreign  portfolio
companies.  Mail service between the U.S. and foreign countries may be slower or
less reliable than within the United States, thus increasing the risk of delayed
settlements  of portfolio  transactions  or loss of  certificates  for portfolio
securities.  For an additional  discussion of the risks  associated with foreign
securities,  whether denominated in U.S. dollars or foreign currencies, see this
SAI and the Company's  Prospectus  under  "Certain  Risk Factors and  Investment
Methods."

         Prices of foreign  securities and exchange rates for foreign currencies
may be  affected  by the  interest  rates  prevailing  in other  countries.  The
interest rates in other countries are often affected by local factors, including
the strength of the local economy,  the demand for borrowing,  the  government's
fiscal  and  monetary  policies,  and the  international  balance  of  payments.
Individual  foreign  economies may differ favorably or unfavorably from the U.S.
economy in such respects as gross national product,  rate of inflation,  capital
reinvestment, resource self-sufficiency, and balance of payments position.

         Foreign   markets  also  have   different   clearance  and   settlement
procedures,  and in certain markets there have been times when  settlements have
been unable to keep pace with the volume of securities  transactions,  making it
difficult to conduct such  transactions.  Such delays in settlement could result
in temporary  periods when a portion of the assets of the Fund is uninvested and
no return is earned thereon. The inability of the Fund to make intended security
purchases due to  settlement  problems  could cause the Fund to miss  attractive
investment  opportunities.  Inability to dispose of portfolio  securities due to
settlement  problems could result either in losses to the Fund due to subsequent
declines in value of the portfolio securities,  or, if the Fund has entered into
a contract to sell the  securities,  could  result in possible  liability to the
purchaser.

         The Fund may  invest in  foreign  corporate  bonds and  debentures  and
sovereign debt instruments  issued or guaranteed by foreign  governments,  their
agencies or  instrumentalities.  The Fund may invest in lower-rated foreign debt
securities  subject to the Fund's 15% limitation on lower-rated debt securities.
Foreign debt  securities  are subject to risks similar to those of other foreign
securities,  as well as risks  similar  to those of other  debt  securities,  as
discussed in this SAI and in the Company's Prospectus under "Investment Programs
of the Funds" and "Certain Risk Factors and Investment Methods."

         In  order  to  limit  the  risk   inherent  in   investing  in  foreign
currency-denominated  securities, the Fund may not purchase any such security if
after such  purchase  more than 10% of its total assets  (taken at market value)
would be invested in such securities. Within such limitation,  however, the Fund
is not  restricted in the amount it may invest in securities  denominated in any
one foreign currency.

         Foreign Currency Transactions.  The Fund may engage in foreign currency
exchange transactions.  Foreign currency exchange transactions will be conducted
either on a spot (i.e.,  cash) basis at the spot rate  prevailing in the foreign
currency exchange market, or through entering into forward contracts to purchase
or sell  foreign  currencies  ("forward  contracts").  The Fund may  enter  into
forward contracts in order to protect against uncertainty in the level of future
foreign  currency  exchange  rates,  and only in amounts not exceeding 5% of the
Fund's net assets.

         A  forward  contract  involves  an  obligation  to  purchase  or sell a
specific  currency  at a future  date,  which  may be any  fixed  number of days
(usually  less than one year) from the date of the  contract  agreed upon by the
parties, at a price set at the time of the contract.  These contracts are traded
in the interbank  market  conducted  directly  between  traders  (usually  large
commercial  banks) and their  customers.  A forward  contract  generally  has no
deposit  requirement,  and no  commissions  are charged at any stage for trades.
Although foreign  exchange  dealers do not charge a fee for conversion,  they do
realize a profit based on the difference (the spread) between the price at which
they are buying and selling various currencies.

         When the Fund  enters  into a contract  for the  purchase  or sale of a
security  denominated in a foreign  currency,  it may wish to "lock in" the U.S.
dollar  price of the  security.  By  entering  into a forward  contract  for the
purchase or sale, for a fixed amount of U.S.  dollars,  of the amount of foreign
currency involved in the underlying security transactions, the Fund will be able
to protect itself against a possible loss.  When the  Sub-advisor  believes that
the currency of a particular  foreign  country may suffer a substantial  decline
against the U.S.  dollar,  it may also enter into a forward contract to sell the
amount of foreign currency for a fixed amount of dollars which  approximates the
value  of  some  or all of a  Fund's  securities  denominated  in  such  foreign
currency.  The Fund may also engage in cross-hedging by using forward  contracts
in one  currency  to hedge  against  fluctuations  in the  value  of  securities
denominated in a different currency, when the Sub-advisor believes that there is
a pattern of correlation between the two currencies.

         When the Fund engages in forward  contracts  for hedging  purposes,  it
will not enter  into  forward  contracts  to sell  currency  or  maintain  a net
exposure to such  contracts  if their  consummation  would  obligate the Fund to
deliver an amount of foreign  currency  in excess of the value of its  portfolio
securities or other assets denominated in that currency.  At the consummation of
the forward contract,  the Fund may either make delivery of the foreign currency
or terminate its  contractual  obligation to deliver by purchasing an offsetting
contract  obligating it to purchase the same amount of such foreign  currency at
the same  maturity  date.  If the Fund  chooses to make  delivery of the foreign
currency,  it may be  required  to  obtain  such  currency  through  the sale of
portfolio securities denominated in such currency or through conversion of other
assets into such currency. If the Fund engages in an offsetting transaction,  it
will  incur a gain or a loss to the  extent  that  there  has been a  change  in
forward contract prices.  Closing purchase  transactions with respect to forward
contracts  are  usually  made  with the  currency  trader  who is a party to the
original forward contract.

         The Fund is not required to enter into such  transactions  and will not
do so unless deemed appropriate by the Sub-advisor.

         Using  forward  contracts to protect the value of the Fund's  portfolio
securities  against a  decline  in the value of a  currency  does not  eliminate
fluctuations in the underlying prices of the securities. It simply establishes a
rate of exchange which can be achieved at some future point in time. The precise
projection  of  short-term  currency  market  movements  is  not  possible,  and
short-term hedging provides a means of fixing the dollar value of only a portion
of the Fund's foreign assets.

         While the Fund may enter forward  contracts to reduce currency exchange
rate risks,  transactions in such contracts  involve certain other risks.  Thus,
while the Fund may  benefit  from such  transactions,  unanticipated  changes in
currency prices may result in a poorer overall  performance for the Fund than if
it had not engaged in any such  transactions.  Moreover,  there may be imperfect
correlation  between  the  Fund's  holdings  of  securities   denominated  in  a
particular  currency  and  forward  contracts  entered  into by the  Fund.  Such
imperfect correlation may cause the Fund to sustain losses which will prevent it
from achieving a complete hedge or expose it to risk of foreign exchange loss.

         The Fund generally  will not enter into a forward  contract with a term
of greater than one year.  The Fund may  experience  delays in the settlement of
its foreign currency transactions.

         When the Fund engages in forward  contracts for the sale or purchase of
currencies,  the Fund will either  cover its  position or establish a segregated
account. The Fund will consider its position covered if it has securities in the
currency subject to the forward  contract,  or otherwise has the right to obtain
that currency at no additional  cost.  In the  alternative,  the Fund will place
cash, fixed income,  or equity  securities  (denominated in the foreign currency
subject to the  forward  contract)  in a separate  account.  The amounts in such
separate  account will equal the value of the Fund's  assets which are committed
to the consummation of foreign currency exchange contracts.  If the value of the
securities  placed  in the  separate  account  declines,  the  Fund  will  place
additional  cash or securities in the account on a daily basis so that the value
of the account  will equal the amount of its  commitments  with  respect to such
contracts.

         For an  additional  discussion  of forward  foreign  currency  exchange
contracts  and their  risks,  see this SAI and the  Company's  Prospectus  under
"Certain Risk Factors and Investment Methods."

         Options on Foreign Currencies.  The Fund may write and purchase covered
call and put options on foreign  currencies  in amounts not  exceeding 5% of its
net assets for the purpose of  protecting  against  declines in the U.S.  dollar
value of portfolio securities or increases in the U.S. dollar cost of securities
to be acquired,  or to protect the dollar equivalent of dividend,  interest,  or
other  payment on those  securities.  A decline in the dollar value of a foreign
currency in which portfolio  securities are  denominated  will reduce the dollar
value of such  securities,  even if their value in the foreign  currency remains
constant.  In order to protect  against such decreases in the value of portfolio
securities,  the Fund may purchase put options on the foreign  currency.  If the
value of the  currency  declines,  the Fund  will  have the  right to sell  such
currency  for a fixed amount of dollars  which  exceeds the market value of such
currency.  This would result in a gain that may offset, in whole or in part, the
negative effect of currency  depreciation on the value of the Fund's  securities
denominated in that currency.

         Conversely, if the dollar value of a currency in which securities to be
acquired by the Fund are denominated rises,  thereby increasing the cost of such
securities, the Fund may purchase call options on such currency. If the value of
such currency increases  sufficiently,  the Fund will have the right to purchase
that  currency for a fixed amount of dollars which is less than the market value
of that  currency.  Such a purchase  would result in a gain that may offset,  at
least  partially,  the effect of any  currency-related  increase in the price of
securities the Fund intends to acquire.

         As in the case of other  types of options  transactions,  however,  the
benefit the Fund  derives  from  purchasing  foreign  currency  options  will be
reduced by the amount of the premium and related transaction costs. In addition,
if  currency  exchange  rates  do not  move in the  direction  or to the  extent
anticipated,  the Fund could sustain losses on transactions in foreign  currency
options  which  would  deprive  it of a  portion  or  all  of  the  benefits  of
advantageous changes in such rates.

         The Fund may also  write  options  on foreign  currencies  for  hedging
purposes.  For example,  if the Sub-advisor  anticipates a decline in the dollar
value of foreign currency  denominated  securities because of declining exchange
rates, it could,  instead of purchasing a put option, write a call option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be  exercised,  and the  decrease in value of portfolio  securities  will be
offset, at least in part, by the amount of the premium received by the Fund.

         Similarly,  the Fund could write a put option on the relevant currency,
instead of purchasing a call option, to hedge against an anticipated increase in
the dollar cost of  securities  to be  acquired.  If exchange  rates move in the
manner  projected,  the put option most likely will not be  exercised,  and such
increased  cost will be offset,  at least in part,  by the amount of the premium
received.  However, as in the case of other types of options  transactions,  the
writing of a foreign  currency option will constitute only a partial hedge up to
the amount of the premium, and only if rates move in the expected direction.

         If unanticipated exchange rate fluctuations occur, a put or call option
may be  exercised  and the  Fund  could  be  required  to  purchase  or sell the
underlying currency at a loss which may not be fully offset by the amount of the
premium. As a result of writing options on foreign currencies, the Fund also may
be required  to forego all or a portion of the  benefits  which might  otherwise
have been obtained from favorable movements in currency exchange rates.  Certain
options on foreign currencies are traded on the OTC market and involve liquidity
and credit risks that may not be present in the case of exchange-traded currency
options.

         A call option  written on foreign  currency by the Fund is "covered" if
the Fund owns the underlying  foreign currency subject to the call, or if it has
an  absolute  and  immediate  right to acquire  that  foreign  currency  without
additional cash consideration. A call option is also covered if the Fund holds a
call on the same  foreign  currency  for the same  principal  amount as the call
written  where the exercise  price of the call held is (a) equal to or less than
the exercise price of the call written or (b) greater than the exercise price of
the call written if the amount of the  difference  is  maintained by the Fund in
cash,  fixed  income or  equity  securities  in a  segregated  account  with its
custodian.

         The  risks  of  currency  options  are  similar  to the  risks of other
options,  as  discussed  above and in this SAI under  "Certain  Risk Factors and
Investment Methods."

         Cover for  Options on  Securities,  Forward  Contracts,  and Options on
Foreign Currencies ("Hedging Instruments").  The Fund will comply with SEC staff
guidelines  regarding "cover" for Hedging  Instruments and, if the guidelines so
require,  set aside in a segregated  account with its custodian  the  prescribed
amount  of cash,  fixed  income,  or  equity  securities.  Securities  held in a
segregated account cannot be sold while the futures, option, or forward strategy
covered by those securities is outstanding,  unless they are replaced with other
suitable  assets.  As a result,  segregation of a large percentage of the Fund's
assets could impede  portfolio  management or the Fund's ability to meet current
obligations. The Fund may be unable promptly to dispose of assets that cover, or
are segregated with respect to, an illiquid  options or forward  position;  this
inability may result in a loss to the Fund.

         Preferred  Stock.  The Fund  may  invest  in  preferred  stock.  Unlike
interest payments on debt securities, dividends on preferred stock are generally
payable at the discretion of the issuer's board of directors, although preferred
shareholders may have certain rights if dividends are not paid. Shareholders may
suffer a loss of value if dividends are not paid,  and  generally  have no legal
recourse against the issuer. The market prices of preferred stocks are generally
more sensitive to changes in the issuer's  creditworthiness  than are the prices
of debt securities.

         Fixed  Income   Securities.   The  Fund  may  invest  in  money  market
instruments,  U.S.  Government or Agency  securities,  and  corporate  bonds and
debentures  receiving  one of the four highest  ratings  from  Standard & Poor's
Ratings Group ("S&P"),  Moody's Investors Service, Inc. ("Moody's") or any other
nationally  recognized  statistical rating  organization  ("NRSRO"),  or, if not
rated  by  any  NRSRO,  deemed  comparable  by the  Sub-advisor  to  such  rated
securities  ("Comparable Unrated Securities").  In addition, the Fund may invest
up to 15% of its net assets,  measured at the time of  investment,  in corporate
debt securities rated below investment grade or Comparable  Unrated  Securities.
The ratings of an NRSRO represent its opinion as to the quality of securities it
undertakes to rate. Ratings are not absolute standards of quality; consequently,
securities with the same maturity, coupon, and rating may have different yields.
Although the Fund may rely on the ratings of any NRSRO,  the Fund mainly  refers
to ratings  assigned by S&P and  Moody's,  which are  described in Appendix A to
this SAI.

         Fixed  income  securities  are  subject  to  the  risk  of an  issuer's
inability to meet principal and interest  payments on the  obligations  ("credit
risk")  and also may be  subject  to price  volatility  due to such  factors  as
interest rate  sensitivity,  market  perception of the  creditworthiness  of the
issuer, and general market liquidity ("market risk"). Lower-rated securities are
more likely to react to developments  affecting  market and credit risk than are
more highly rated securities,  which react primarily to movements in the general
level of interest rates.

         Changes in economic conditions or developments regarding the individual
issuer are more likely to cause price  volatility and weaken the capacity of the
issuer of such  securities to make  principal and interest  payments than is the
case for higher-grade debt securities. An economic downturn affecting the issuer
may result in an  increased  incidence  of default.  The market for  lower-rated
securities  may be thinner  and less active  than for  higher-rated  securities.
Pricing of thinly traded  securities  requires  greater judgment than pricing of
securities for which market transactions are regularly reported.

         Convertible Securities.  The Fund may invest in convertible securities.
A convertible  security  entitles the holder to receive interest paid or accrued
on debt or the dividend paid on preferred stock until the  convertible  security
matures or is redeemed,  converted or exchanged. Before conversion,  convertible
securities  ordinarily  provide a stream of income with generally  higher yields
than those of common stocks of the same or similar  issuers,  but lower than the
yield on non-convertible debt.  Convertible  securities are usually subordinated
to comparable-tier  nonconvertible securities but rank senior to common stock in
a  corporation's  capital  structure.  The value of a convertible  security is a
function of (1) its yield in comparison  with the yields of other  securities of
comparable maturity and quality that do not have a conversion privilege, and (2)
its worth,  at market  value,  if converted  into the  underlying  common stock.
Convertible  debt securities are subject to the Fund's  investment  policies and
limitations concerning fixed-income investments.

         Convertible  securities are typically issued by smaller companies whose
stock prices may be volatile. The price of a convertible security often reflects
such  variations  in the  price  of the  underlying  common  stock in a way that
nonconvertible  debt  does  not.  A  convertible  security  may  be  subject  to
redemption at the option of the issuer at a price  established in the security's
governing  instrument.  If a convertible security held by the Fund is called for
redemption,  the Fund will be required to convert it into the underlying  common
stock, sell it to a third party or permit the issuer to redeem the security. Any
of these actions could have an adverse  effect on the Fund's  ability to achieve
its investment objective.

         Commercial Paper. Commercial paper is a short-term debt security issued
by a corporation, bank, municipality, or other issuer, usually for purposes such
as financing  current  operations.  The Fund may invest only in commercial paper
receiving the highest rating from S&P (A-1) or Moody's  (P-1),  or deemed by the
Sub-advisor to be of equivalent quality.

         The Fund may invest in  commercial  paper that  cannot be resold to the
public  because it was issued  under the  exception  for  private  offerings  in
Section 4(2) of the Securities Act of 1933. While such securities  normally will
be considered  illiquid and subject to the Fund's 15%  limitation on investments
in illiquid securities, the Sub-advisor may in certain cases determine that such
paper is liquid under guidelines established by the Board of Directors.

         Zero Coupon Securities.  The Fund may invest up to 5% of its net assets
in zero coupon  securities,  which are debt  obligations that do not entitle the
holder to any periodic payment of interest prior to maturity or specify a future
date when the securities begin paying current interest.  Rather, they are issued
and traded at a discount  from their face  amount or par value,  which  discount
varies  depending on prevailing  interest  rates,  the time remaining until cash
payments begin, the liquidity of the security,  and the perceived credit quality
of the issuer.

         The market prices of zero coupon securities generally are more volatile
than the prices of securities that pay interest  periodically  and are likely to
respond to changes in interest  rates to a greater degree than do other types of
debt securities having similar  maturities and credit quality.  For a discussion
of potential tax consequences of investing in zero coupon  securities,  see this
SAI under "Additional Tax Considerations."

         Investment Policies Which May be Changed Without Shareholder  Approval.
The following  limitations  are applicable to the ASAF Neuberger  Berman Mid-Cap
Value Fund.  These  limitations  are not  fundamental  restrictions,  and can be
changed without shareholder approval.

         1. The Fund may not  purchase  securities  if  outstanding  borrowings,
including any reverse repurchase agreements, exceed 5% of its total assets.

         2.  Except  for  the  purchase  of  debt  securities  and  engaging  in
repurchase  agreements,  the Fund may not make any loans  other than  securities
loans.

         3. The Fund may not purchase securities on margin from brokers,  except
that the Fund 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.

         4. The Fund 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.

         5. The Fund 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 Fund has
valued the securities, such as repurchase agreements maturing in more than seven
days.

         6. The Fund 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.


ASAF OPPENHEIMER LARGE-CAP GROWTH FUND:

     Investment  Objective:  The  investment  objective  of the  Fund is to seek
capital appreciation. The Fund does not invest to seek current income.

Investment Policies:

         In selecting  securities  for the Fund, the  Sub-advisor  evaluates the
merits of  securities  primarily  through  the  exercise  of its own  investment
analysis. This may include, among other things, evaluation of the history of the
issuer's operations, prospects for the industry of which the issuer is part, the
issuer's  financial  condition,  the issuer's  pending product  developments and
developments  by  competitors,   the  effect  of  general  market  and  economic
conditions on the issuer's business,  and legislative proposals or new laws that
might affect the issuer.  Current income is not a consideration in the selection
of securities  for the Fund,  whether for  appreciation,  defensive or liquidity
purposes.  The fact  that a  security  has a low  yield or does not pay  current
income will not be an adverse  factor in selecting  securities to try to achieve
the Fund's investment  objective of capital  appreciation unless the Sub-advisor
believes   that  the  lack  of  yield  might   adversely   affect   appreciation
possibilities.

         The portion of the Fund's assets  allocated to  securities  and methods
selected  for  capital  appreciation  will  depend  upon  the  judgment  of  the
Sub-advisor as to the future movement of the equity securities  markets.  If the
Sub-advisor  believes that economic  conditions favor a rising market,  the Fund
will  emphasize  securities  and  investment  methods  selected for high capital
growth.

     Foreign  Securities.  The Fund  may  invest  in  securities  (which  may be
denominated  in U.S.  dollars or non-U.S.  currencies)  issued or  guaranteed by
foreign  corporations,  certain  supranational  entities  (described  below) and
foreign  governments  or their agencies or  instrumentalities  and in securities
issued by U.S.  corporations  denominated in non-U.S.  currencies.  The types of
foreign debt  obligations and other  securities in which the Fund may invest are
the same types of debt and equity securities identified in the Prospectus.

         Foreign  securities  include  equity and debt  securities  of companies
organized  under the laws of  countries  other than the  United  States and debt
securities  of  foreign  governments  that  are  traded  on  foreign  securities
exchanges  or in the  foreign  over-the-counter  markets,  as well  as  American
Depository  Receipts that are listed on a U.S.  securities exchange or traded in
the U.S. over-the-counter markets. However, American Depository Receipts are not
subject to some of the  special  considerations  and risks that apply to foreign
securities traded and held abroad.

         Investing in foreign securities offers potential benefits not available
from  investing  solely  in  securities  of  domestic  issuers,   including  the
opportunity to invest in foreign issuers that appear to offer growth  potential,
or in foreign countries with economic policies or business cycles different from
those of the  U.S.,  or to  reduce  fluctuations  in  portfolio  value by taking
advantage of foreign stock markets that do not move in a manner parallel to U.S.
markets.

          Investing in foreign securities  involves special additional risks and
considerations not typically  associated with investing in securities of issuers
traded in the U.S. From time to time, U.S.  Government policies have discouraged
certain  investments  abroad  by  U.S.  investors,  through  taxation  or  other
restrictions, and it is possible that such restrictions could be re-imposed. For
an  additional  discussion  of foreign  investing  and  certain  risks  involved
therein,  see this SAI and the Company's  Prospectus under "Certain Risk Factors
and Investment Methods."

         Illiquid and Restricted Securities. The Fund may invest in illiquid and
restricted   securities.   Illiquid  securities  include  repurchase  agreements
maturing in more than seven days, or certain participation  interests other than
those puts exercisable  within seven days.  Under the guidelines  established by
the Company's Board of Directors,  the  Sub-advisor  determines the liquidity of
certain of the Fund's investments. The Sub-advisor monitors holdings of illiquid
securities  on an ongoing  basis and at times the Fund may be  required  to sell
some holdings to maintain adequate liquidity.

         The Fund has percentage limitations that apply to purchases of illiquid
securities,  as stated in the Prospectus.  Those percentage  restrictions do not
limit purchases of restricted securities that are eligible for sale to qualified
institutional purchasers pursuant to Rule 144A under the Securities Act of 1933,
provided that those securities have been determined to be liquid by the Board of
Directors of the Company or by the Sub-advisor under Board-approved  guidelines.
Those  guidelines take into account the trading activity for such securities and
the availability of reliable pricing information,  among other factors. If there
is a lack of trading  interest in a particular  Rule 144A  security,  the Fund's
holding  of  that  security  may  be  considered  illiquid.  For  an  additional
discussion of illiquid and  restricted  securities  and certain  risks  involved
therein, see the Company's Prospectus under "Certain Risk Factors and Investment
Methods."

         Loans  of  Portfolio  Securities.  The  Fund  may  lend  its  portfolio
securities  subject to the restrictions  stated in the Prospectus under "Certain
Risk Factors and Investment Methods." Repurchase transactions are not considered
"loans" for the purpose of the Fund's limit on the percentage of its assets that
can be loaned. In a portfolio securities lending transaction,  the Fund receives
from the borrower an amount equal to the interest paid or the dividends declared
on the loaned  securities during the term of the loan as well as the interest on
the collateral securities,  less any finders',  administrative or other fees the
Fund pays in connection  with the loan.  The terms of the Fund's loans must meet
applicable  tests under the  Internal  Revenue  Code and must permit the Fund to
reacquire loaned securities,  generally within the customary  settlement period,
in time to  vote  on any  important  matter.  For an  additional  discussion  of
securities  lending  and  certain  risks  involved  therein,  see the  Company's
Prospectus under "Certain Risk Factors and Investment Methods."

         Repurchase  Agreements.  The Fund may  acquire  securities  subject  to
repurchase agreements for liquidity purposes to meet anticipated redemptions, or
pending the investment of the proceeds from sales of Fund shares, or pending the
settlement of purchases of Fund  securities.  In a repurchase  transaction,  the
Fund acquires a security  from,  and  simultaneously  agrees to resell it to, an
approved  vendor.  An "approved  vendor" is a U.S.  commercial  bank or the U.S.
branch of a foreign bank or a  broker-dealer  that has been designated a primary
dealer in government  securities,  which must meet credit requirements set forth
in  guidelines  established  by the  Company's  Board of  Directors.  Repurchase
agreements are similar to loans collateralized by the underlying  security.  The
Fund's  repurchase  agreements  require  that at all times while the  repurchase
agreement  is in effect,  the value of the  collateral  must equal or exceed the
repurchase price to fully collateralize the repayment obligation.  Additionally,
the  Sub-advisor  will  continuously  monitor  the  collateral's  value.  For an
additional  discussion of repurchase agreements and certain risks and regulatory
limits  involved  therein,  see the  Company's  Prospectus  under  "Certain Risk
Factors and Investment Methods."

         Hedging with Futures  Contracts.  The Fund may use hedging  instruments
for the purposes described in the Prospectus. When hedging to attempt to protect
against declines in the market value of the Fund's  portfolio,  or to permit the
Fund to protect unrealized gains on portfolio  securities that have appreciated,
or to facilitate  selling securities for investment  reasons,  the Fund may sell
financial  futures.  When hedging to establish a position in the equities market
as a temporary substitute for the purchase of individual equity securities,  the
Fund may buy  futures.  Normally,  the Fund may  thereafter  purchase the equity
securities and terminate the hedging position.

         The Fund's  strategy of hedging with futures will be  incidental to the
Fund's investment  activities in the underlying cash market. In the future,  the
Fund may  employ  hedging  instruments  and  strategies  that are not  presently
contemplated but which may be developed,  to the extent such investment  methods
are consistent with the Fund's investment objective, and are legally permissible
and  disclosed  in the  Prospectus.  Additional  information  about the  hedging
instruments the Fund may use is provided below.

         The  Fund may buy and  sell  futures  contracts  related  to  financial
indices,  including stock indices. Financial indices cannot be purchased or sold
directly.   All  futures  transactions  are  effected  through  a  clearinghouse
associated  with  the  exchange  on  which  the  contracts  are  traded.  For an
additional discussion on futures,  including certain risks involved therein, see
this SAI and the Company's Prospectus under "Certain Risk Factors and Investment
Methods."

                  Regulatory Aspects of Futures. The Fund is required to operate
within certain  guidelines and  restrictions  with respect to its use of futures
and options on futures  established by the Commodity Futures Trading  Commission
("CFTC").  In addition,  due to requirements under the Investment Company Act of
1940 (the  "Investment  Company  Act"),  when the Fund  purchases  a stock index
future,  the Fund will  identify on the Company's  records,  liquid assets in an
amount equal to the market value of the securities  underlying such future, less
the  margin  deposit  applicable  to it.  For an  additional  discussion  on the
regulatory  aspects  of  hedging  instruments,  see this  SAI and the  Company's
Prospectus under "Certain Risk Factors and Investment Methods."

                  Risks of Hedging with Futures.  Selling  futures to attempt to
protect against  declines in the values of the portfolio's  securities  involves
the risk that the prices of the  futures  will  correlate  imperfectly  with the
behavior of the cash (i.e.,  market value) prices of the Fund's  securities.  To
compensate  for the  imperfect  correlation  of  movements  in the  price of the
securities  being hedged and movements in the price of the hedging  instruments,
the Fund may use hedging  instruments in a greater dollar amount than the dollar
amount of securities being hedged if the historical  volatility of the prices of
such  securities  being  hedged is more than the  historical  volatility  of the
applicable index.

         If the Fund uses  hedging  instruments  to  establish a position in the
equities markets as a temporary substitute for the purchase of individual equity
securities (long hedging) by buying futures,  it is possible that the market may
decline.  If the Fund then concludes not to invest in equity  securities at that
time because of concerns as to a possible  further  market  decline or for other
reasons,  the Fund will  realize a loss on the hedging  instruments  that is not
offset by a reduction in the price of the equity  securities  purchased.  For an
additional  discussion of hedging instruments,  including certain risks involved
therein, see this SAI under "Certain Risk Factors and Investment Methods."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following limitation is applicable to the ASAF Oppenheimer  Large-Cap Growth
Fund. This  limitation is not a "fundamental"  restriction and may be changed by
the Directors without shareholder approval.

         The Fund will not invest in  interests  in oil,  gas, or other  mineral
exploration or development programs.


ASAF Marsico Capital Growth Fund:

Investment  Objective:  The investment  objective of the Fund is to seek capital
growth.  Realization  of income is not an  investment  objective  and any income
realized on the Fund's investments,  therefore, will be incidental to the Fund's
objective.

Investment Policies:

         Futures,  Options and Other Derivative Instruments.  The Fund 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 and forward  contracts.  The Fund will
not use futures contracts and options for leveraging purposes. The Fund will not
enter  into any  futures  contracts  or  options  on  futures  contracts  if the
aggregate amount of the Fund's  commitments under  outstanding  futures contract
positions and options on futures  contracts written by the Fund would exceed the
market  value of the total  assets of the Fund.  The Fund may  invest in forward
currency contracts with stated values of up to the value of the Fund's assets.

         The Fund may buy or write options in privately negotiated  transactions
on the types of  securities  and on indices  based on the types of securities in
which the Fund is  permitted  to invest  directly.  The Fund  will  effect  such
transactions only with investment dealers and other financial institutions (such
as commercial banks or savings and loan institutions) deemed creditworthy by the
Sub-advisor,  and only pursuant to  procedures  adopted by the  Sub-advisor  for
monitoring the creditworthiness of those entities.  To the extent that an option
bought or written by the Fund in a negotiated transaction is illiquid, the value
of an option  bought or the  amount of the  Fund's  obligations  under an option
written  by the  Fund,  as the  case  may be,  will  be  subject  to the  Fund's
limitation on illiquid investments.  In the case of illiquid options, it may not
be possible for the Fund to effect an offsetting  transaction at a time when the
Sub-advisor  believes  it would  be  advantageous  for the Fund to do so.  For a
description  of these  strategies  and  instruments  and certain risks  involved
therein,  see this SAI and the Company's  Prospectus under "Certain Risk Factors
and Investment Methods."

         Interest Rate Swaps and Purchasing  and Selling  Interest Rate Caps and
Floors. In addition to the strategies noted above, the Fund, in order to attempt
to protect the value of its investments from interest rate or currency  exchange
rate  fluctuations,  may  enter  into  interest  rate  swaps and may buy or sell
interest rate caps and floors. The Fund expects to enter into these transactions
primarily to preserve a return or spread on a particular  investment  or portion
of its investments.  The Fund also may enter into these  transactions to protect
against any increase in the price of securities the Fund may consider  buying at
a later date. The Fund does not intend to use these  transactions as speculative
investments.  Interest  rate swaps involve the exchange by the Fund with another
party of their  respective  commitments  to pay or receive  interest,  e.g.,  an
exchange  of  floating  rate  payments  for fixed rate  payments.  The  exchange
commitments can involve payments to be made in the same currency or in different
currencies.  The purchase of an interest rate cap entitles the purchaser, to the
extent that a specified index exceeds a predetermined  interest rate, to receive
payments of interest on a contractually  based  principal  amount from the party
selling the interest rate cap. The purchase of an interest  rate floor  entitles
the purchaser,  to the extent that a specified index falls below a predetermined
interest  rate,  to  receive  payments  of  interest  on a  contractually  based
principal amount from the party selling the interest rate floor.

         The Fund may enter into interest rate swaps,  caps and floors on either
an asset-based or  liability-based  basis,  depending upon whether it is hedging
its assets or its  liabilities,  and will usually enter into interest rate swaps
on a net basis,  i.e.,  the two payment  streams  are netted out,  with the Fund
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 Fund's  obligations over
its entitlements with respect to each interest rate swap will be calculated on a
daily basis and an amount of cash or other liquid assets having an aggregate net
asset  value at least  equal  to the  accrued  excess  will be  maintained  in a
segregated account by the Fund's custodian.  If the Fund enters into an interest
rate swap on other  than a net  basis,  the Fund  would  maintain  a  segregated
account in the full amount  accrued on a daily  basis of the Fund's  obligations
with respect to the swap.  The Fund will 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 such transaction.  The Sub-advisor will monitor the
creditworthiness  of all  counterparties  on an  ongoing  basis.  If  there is a
default by the other party to such a transaction, the Fund will have contractual
remedies pursuant to the agreements related to the transaction.

         The swap market has grown  substantially  in recent  years with a large
number of banks and  investment  banking firms acting both as principals  and as
agents utilizing standardized swap documentation. The Sub-advisor has determined
that, as a result, the swap market has become relatively liquid. Caps and floors
are more recent  innovations for which  standardized  documentation  has not yet
been developed and, accordingly,  they are less liquid than swaps. To the extent
the Fund sells (i.e.,  writes) caps and floors, it will maintain in a segregated
account cash or other liquid assets having an aggregate net asset value at least
equal to the full amount,  accrued on a daily basis,  of the Fund's  obligations
with respect to any caps or floors.

         There is no limit on the amount of interest rate swap transactions that
may be  entered  into by the  Fund.  These  transactions  may in some  instances
involve the delivery of securities or other underlying assets by the Fund or its
counterparty   to   collateralize   obligations   under  the  swap.   Under  the
documentation  currently used in those markets, the risk of loss with respect to
interest  rate swaps is limited to the net amount of the payments  that the Fund
is contractually  obligated to make. If the other party to an interest rate swap
that is not  collateralized  defaults,  the Fund  would risk the loss of the net
amount of the payments that the Fund  contractually is entitled to receive.  The
Fund may buy and sell (i.e., write) caps and floors without limitation,  subject
to the  segregated  account  requirement  described  above.  For  an  additional
discussion  of these  strategies,  see this SAI under  "Certain Risk Factors and
Investment Methods."

         Repurchase  Agreements and Reverse  Repurchase  Agreements.  Subject to
guidelines  promulgated  by the Board of Directors of the Company,  the Fund may
enter  into  repurchase  agreements.  The  Fund  may  also  enter  into  reverse
repurchase agreements. For a description of these investment techniques, see the
Company's Prospectus under "Certain Risk Factors and Investment Methods."

         High-Yield/High-Risk  Securities.  High-yield/high-risk  securities (or
"junk" bonds) are debt securities  rated below  investment  grade by the primary
rating agencies such as Standard & Poor's Rating Services  ("Standard & Poor's")
and Moody's Investors Service, Inc.  ("Moody's").  The Fund will not invest more
than  5%  of  its  total  assets  in  high-yield/high  risk  and  mortgage-  and
asset-backed securities.

         The value of lower quality  securities  generally is more  dependent on
the ability of the issuer to meet interest and principal  payments (i.e.  credit
risk) than is the case for higher quality securities.  Conversely,  the value of
higher quality  securities may be more sensitive to interest rate movements than
lower quality securities. The Fund will not purchase debt securities rated below
"CCC-" by  Standard  & Poor's or "Caa" by  Moody's.  The Fund may also  purchase
unrated bonds of foreign and domestic issuers.  For an additional  discussion of
high-yield/high-risk and mortgage- and asset-backed securities, see this SAI and
the Company's Prospectus under "Certain Risk Factors and Investment Methods."

         Zero Coupon, Pay-in-Kind,  and Step Coupon Bonds. The Fund may purchase
zero  coupon,  pay-in-kind,  and step coupon  bonds.  Zero coupon bonds are debt
securities that do not pay periodic interest,  but are issued at a discount from
their face value.  The  discount  approximates  the total amount of interest the
security  will accrue from the date of issuance to maturity.  Pay-in-kind  bonds
normally give the issuer the option to pay cash at a coupon payment date or give
the holder of the  security a similar  bond with the same coupon rate and a face
value equal to the amount of the coupon payment that would have been made.  Step
coupon bonds begin to pay coupon interest, or pay an increased rate of interest,
at some time after they are issued.  The  discount  at which step  coupon  bonds
trade  depends on the time  remaining  until  cash  payments  begin,  prevailing
interest rates,  the liquidity of the security and the perceived  credit quality
of the issuer.  The market  value of zero  coupon,  pay-in-kind  and step coupon
bonds  generally  will  fluctuate  more in response to changes in interest rates
than will conventional  interest-paying  securities with comparable  maturities.
For an  additional  discussion  of zero  coupon  securities,  see this SAI under
"Certain Risk Factors and Investment Methods."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  limitations  are  applicable to the ASAF Marsico  Capital  Growth
Fund. These limitations are not "fundamental"  restrictions,  and may be changed
by the Directors without shareholder approval.

         1. The Fund 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 Fund does not currently intend to purchase securities on margin,
except that the Fund 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 Fund may not mortgage or pledge any securities  owned or held by
the Fund in amounts that exceed,  in the aggregate,  15% of the Fund's net asset
value,  provided that this limitation  does not apply to (i) reverse  repurchase
agreements;  (ii) deposits of 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 Fund 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 Directors of the Company,  or the Sub-advisor
acting  pursuant to authority  delegated by the Directors,  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 Fund may not invest in companies  for the purpose of  exercising
control or management.


ASAF Janus CAPITAL Growth Fund:

Investment Objective:  The investment objective of the Fund is to seek growth of
capital. Realization of income is not a significant investment consideration and
any income realized on the Fund's investments,  therefore, will be incidental to
the Fund's objective.

Investment Policies:

         Corporate Bonds and Debentures.  The Fund may purchase  corporate bonds
and debentures,  including bonds rated below investment grade. The Fund will not
invest more than 35% of its net assets in bonds rated  below  investment  grade.
For a  discussion  of lower  rated  securities,  see this SAI and the  Company's
Prospectus under "Certain Risk Factors and Investment Methods."

         Futures,  Options and Other Derivative Instruments.  The Fund 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 swaps. The Fund
will not enter into any futures contracts or options on futures contracts if the
aggregate amount of the Fund's  commitments under  outstanding  futures contract
positions and options on futures  contracts written by the Fund would exceed the
market value of the total assets of the Fund (i.e., no leveraging). The Fund may
invest in forward  currency  contracts  with stated values of up to the value of
the Fund's assets.

         The Fund may buy or write options in privately negotiated  transactions
on the types of securities and indices based on the types of securities in which
the Fund is permitted to invest directly. The Fund will effect such transactions
only  with  investment  dealers  and  other  financial   institutions  (such  as
commercial banks or savings and loan  institutions)  deemed  creditworthy by the
Sub-advisor,  and only pursuant to  procedures  adopted by the  Sub-advisor  for
monitoring the creditworthiness of those entities.  To the extent that an option
bought or written by the Fund in a negotiated transaction is illiquid, the value
of an option  bought or the  amount of the  Fund's  obligations  under an option
written  by the  Fund,  as the  case  may be,  will  be  subject  to the  Fund's
limitation on illiquid investments.  In the case of illiquid options, it may not
be possible for the Fund to effect an offsetting  transaction at a time when the
Sub-advisor  believes  it would  be  advantageous  for the Fund to do so.  For a
description  of these  strategies  and  instruments  and certain risks  involved
therein,  see this SAI and the Company's  Prospectus under "Certain Risk Factors
and Investment Methods."

         Interest Rate Swaps and Purchasing  and Selling  Interest Rate Caps and
Floors. In addition to the strategies noted above, the Fund, in order to attempt
to protect the value of its investments from interest rate or currency  exchange
rate  fluctuations,  may  enter  into  interest  rate  swaps and may buy or sell
interest rate caps and floors. The Fund expects to enter into these transactions
primarily to preserve a return or spread on a particular  investment  or portion
of its investments.  The Fund also may enter into these  transactions to protect
against any increase in the price of securities the Fund may consider  buying at
a  later  date.  The  Fund  does  not  intend  to use  these  transactions  as a
speculative  investments.  Interest  rate swaps involve the exchange by the Fund
with another party of their respective  commitments to pay or receive  interest,
e.g.,  an  exchange of  floating  rate  payments  for fixed rate  payments.  The
exchange  commitments can involve payments to be made in the same currency or in
different  currencies.  The  purchase  of an  interest  rate  cap  entitles  the
purchaser, to the extent that a specified index exceeds a predetermined interest
rate, to receive payments of interest on a contractually  based principal amount
from the party  selling the interest  rate cap. The purchase of an interest rate
floor entitles the purchaser, to the extent that a specified index falls below a
predetermined  interest rate, to receive payments of interest on a contractually
based principal amount from the party selling the interest rate floor.

         The Fund may enter into interest rate swaps,  caps and floors on either
an asset-based or  liability-based  basis,  depending upon whether it is hedging
its assets or its  liabilities,  and will usually enter into interest rate swaps
on a net basis,  i.e.,  the two payment  streams  are netted out,  with the Fund
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 Fund's  obligations over
its entitlements with respect to each interest rate swap will be calculated on a
daily basis and an amount of cash or other liquid assets having an aggregate net
asset  value at least  equal  to the  accrued  excess  will be  maintained  in a
segregated account by the Fund's custodian.  If the Fund enters into an interest
rate swap on other  than a net  basis,  the Fund  would  maintain  a  segregated
account in the full amount  accrued on a daily  basis of the Fund's  obligations
with respect to the swap.  The Fund will 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 such transaction.  The Sub-advisor will monitor the
creditworthiness  of all  counterparties  on an  ongoing  basis.  If  there is a
default by the other party to such a transaction, the Fund will have contractual
remedies pursuant to the agreements related to the transaction.

         The swap market has grown  substantially  in recent  years with a large
number of banks and  investment  banking firms acting both as principals  and as
agents utilizing standardized swap documentation. The Sub-advisor has determined
that, as a result, the swap market has become relatively liquid. Caps and floors
are more recent  innovations for which  standardized  documentation  has not yet
been developed and, accordingly,  they are less liquid than swaps. To the extent
the Fund sells (i.e.,  writes) caps and floors, it will maintain in a segregated
account cash or other liquid assets having an aggregate net asset value at least
equal to the full amount,  accrued on a daily basis,  of the Fund's  obligations
with respect to any caps or floors.

         There is no limit on the amount of interest rate swap transactions that
may be  entered  into by the  Fund.  These  transactions  may in some  instances
involve the delivery of securities or other underlying assets by the Fund or its
counterparty   to   collateralize   obligations   under  the  swap.   Under  the
documentation  currently used in those markets, the risk of loss with respect to
interest  rate swaps is limited to the net amount of the payments  that the Fund
is contractually  obligated to make. If the other party to an interest rate swap
that is not  collateralized  defaults,  the Fund  would risk the loss of the net
amount of the payments that the Fund  contractually is entitled to receive.  The
Fund may buy and sell (i.e., write) caps and floors without limitation,  subject
to the  segregated  account  requirement  described  above.  For  an  additional
discussion  of these  strategies,  see this SAI under  "Certain Risk Factors and
Investment Methods."

         Repurchase  Agreements and Reverse  Repurchase  Agreements.  Subject to
guidelines  promulgated by the Directors of the Company, the Fund may enter into
repurchase  agreements.   The  Fund  may  also  enter  into  reverse  repurchase
agreements.  Pursuant  to an  exemptive  order  granted  by the  Securities  and
Exchange  Commission,  the Fund and other funds  advised or  sub-advised  by the
Sub-Advisor  may  invest  in  repurchase   agreements  and  other  money  market
instruments  through  a  joint  trading  account.  For a  description  of  these
investment techniques,  see the Company's Prospectus under "Certain Risk Factors
and Investment Methods."

     Other  Income-Producing   Securities.   Other  types  of  income  producing
securities  that the Fund may  purchase  include,  but are not  limited  to, the
following types of securities:

                  Variable  and  Floating  Rate  Obligations.   These  types  of
securities are relatively long-term instruments that often carry demand features
permitting the holder to demand payment of principal at any time or at specified
intervals prior to maturity.

                  Standby Commitments. These instruments, which are similar to a
put, give the Fund the option to obligate a broker, dealer or bank to repurchase
a security held by that Fund at a specified price.

                  Tender  Option  Bonds.  Tender  option  bonds  are  relatively
long-term  bonds that are coupled with the agreement of a third party (such as a
broker,  dealer or bank) to grant the holders of such  securities  the option to
tender the securities to the institution at periodic intervals.

                  Inverse Floaters.  Inverse floaters are debt instruments whose
interest bears an inverse relationship to the interest rate on another security.
The Fund will not invest  more than 5% of its assets in  inverse  floaters.  The
Fund will purchase standby commitments, tender option bonds and instruments with
demand  features  primarily for the purpose of  increasing  the liquidity of the
Fund.

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following limitations are not "fundamental"  investment restrictions and may
be changed by the Directors of the Company without shareholder approval.
The Fund will not:

         1. 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 Directors of the Company,  the  Investment  Manager or the
Sub-advisor  acting  pursuant  to  authority  delegated  by the  Directors,  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. 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 Fund's net assets;

         3. Enter into any  futures  contracts  if the  aggregate  amount of the
Fund's  commitments  under outstanding  futures contracts  positions of the Fund
would exceed the market value of the total assets of the Fund;

         4.  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;

         5.  Mortgage  or  pledge  any  securities  owned or held by the Fund in
amounts  that  exceed,  in the  aggregate,  15% of the Fund's  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;

     6. Invest in companies for the purpose of exercising management or control;

         7. Purchase securities of open-end or closed-end  investment  companies
except in compliance with the Investment Company Act of 1940; or

         8.  Purchase  securities  on margin,  except (i) for use of  short-term
credit necessary for clearance of purchases of portfolio securities and (ii) the
Fund may make margin  deposits in  connection  with  futures  contracts or other
permissible investments.


ASAF BANKERS TRUST MANAGED INDEX 500 FUND:

Investment Objective:  The investment objective of the AST Bankers Trust Managed
Index 500 Fund is to outperform the Standard & Poor's 500 Composite  Stock Price
Index (the "S&P 500(R) Index")  through stock  selection  resulting in different
weightings of common stocks relative to the index.

Investment Policies:

         As a diversified fund, no more than 5% of the assets of the Fund may be
invested  in  the   securities  of  one  issuer  (other  than  U.S.   Government
Securities),  except that up to 25% of the Fund's assets may be invested without
regard to this limitation.  The Fund will not invest more than 25% of its assets
in the securities of issuers in any one industry. In the unlikely event that the
S&P 500 should  concentrate  to an extent  greater than that amount,  the Fund's
ability to achieve its objective may be impaired.

         The  Sub-advisor  will not  purchase  the stock of its parent  company,
Bankers Trust New York Corporation, which is included in the S&P 500.


         About  the S&P  500.  The  Fund  is not  sponsored,  endorsed,  sold or
promoted by Standard & Poor's,  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 Fund 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  to  track  general  stock  market  performance.   S&P's  only
relationship  to the Investment  Manager or the  Sub-advisor is the licensing 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 Investment Manager,
Sub-advisor  or the  Fund.  S&P has no  obligation  to  take  the  needs  of the
Investment   Manager,   Sub-advisor  or  the   shareholders  of  the  Fund  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 Fund's  shares or the  timing of the  issuance  or sale of the  Fund's
shares,  or in the  determination  or calculation of the Fund's net asset value.
S&P has no  obligation  or  liability  in  connection  with the  administration,
marketing or trading of the Fund.

         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 Fund,  shareholders  of the Fund, 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.


         Illiquid  Securities.  Historically,  illiquid securities have included
securities  subject to contractual or legal  restrictions on resale because they
have not been registered under the Securities Act of 1933, as amended (the "1933
Act"),  securities  that are otherwise  not readily  marketable  and  repurchase
agreements having a maturity of longer than seven days. Securities that have not
been  registered  under the 1933 Act are  referred to as private  placements  or
restricted securities. Restricted or other illiquid securities may be subject to
the potential for delays on resale and uncertainty in valuation.  Limitations on
resale may have an adverse effect on the  marketability of portfolio  securities
and a mutual  fund might be unable to dispose of  restricted  or other  illiquid
securities  promptly  or at  reasonable  prices  and  might  thereby  experience
difficulty  satisfying  redemptions  within seven days. A mutual fund might also
have to  register  such  restricted  securities  in  order  to  dispose  of them
resulting in  additional  expense and delay.  Adverse  market  conditions  could
impede such a public offering of securities.

         In recent years,  however, a large  institutional  market has developed
for certain  securities  that are not registered  under the 1933 Act,  including
commercial paper,  foreign securities,  municipal securities and corporate bonds
and notes.  Institutional  investors depend on an efficient institutional market
in which the  unregistered  security  can be  readily  resold or on an  issuer's
ability to honor a demand for repayment.  The fact that there are contractual or
legal  restrictions  on resale of such  investments  to the general public or to
certain institutions may not be indicative of their liquidity.

         Specifically,  the Securities and Exchange  Commission  (the "SEC") has
adopted  Rule 144A,  which  allows a broader  institutional  trading  market for
securities  otherwise  subject to  restrictions  on their  resale to the general
public. Rule 144A establishes a "safe harbor" from the registration requirements
of the 1933 Act of resales  of certain  securities  to  qualified  institutional
buyers.  The  Sub-advisor  anticipates  that the market for  certain  restricted
securities  such as  institutional  commercial  paper will  expand  further as a
result of this  regulation  and the  development  of  automated  systems for the
trading,  clearance and  settlement of  unregistered  securities of domestic and
foreign issuers, such as the PORTAL System sponsored by the National Association
of Securities Dealers, Inc.

         Subject to  guidelines  promulgated  by the Board of  Directors  of the
Company,  the Sub-advisor  will monitor the liquidity of Rule 144A securities in
the Fund's  portfolio.  In reaching  liquidity  decisions,  the Sub-advisor will
consider, among other things, the following factors: (i) the frequency of trades
and quotes for the  security;  (ii) the  number of dealers  and other  potential
purchasers wishing to purchase or sell the security;  (iii) dealer  undertakings
to make a market in the  security and (iv) the nature of the security and of the
marketplace trades (e.g., the time needed to dispose of the security, the method
of soliciting offers and the mechanics of the transfer).

         Short-Term Instruments. When the Fund experiences large cash inflows or
anticipates  substantial  redemption  requests,  the Fund  may  hold  short-term
investments  for a limited time pending the purchase of equity  securities.  The
Fund's short-term  instruments may consist of: (i) short-term obligations issued
or guaranteed by the U.S. government or any of its agencies or instrumentalities
or by any of the  states;  (ii) other  short-term  debt  securities  rated AA or
higher by S&P or Aa or higher by Moody's or, if unrated,  of comparable  quality
in  the  opinion  of  the  Sub-advisor;   (iii)  commercial   paper;  (iv)  bank
obligations,  including  negotiable  certificates of deposit,  time deposits and
bankers'  acceptances;  and (v)  repurchase  agreements.  At the  time  the Fund
invests in commercial  paper,  bank  obligations or repurchase  agreements,  the
issuer or the issuer's parent must have  outstanding  debt rated AA or higher by
S&P  or Aa or  higher  by  Moody's  or  outstanding  commercial  paper  or  bank
obligations  rated A-1 by S&P or Prime-1 by Moody's;  or, if no such ratings are
available,  the instrument  must be of comparable  quality in the opinion of the
Sub-advisor.

         Certificates  of Deposit  and  Bankers'  Acceptances.  Certificates  of
deposit are  receipts  issued by a  depository  institution  in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest to
the  bearer  of the  receipt  on the  date  specified  on the  certificate.  The
certificate  usually can be traded in the  secondary  market  prior to maturity.
Bankers'  acceptances   typically  arise  from  short-term  credit  arrangements
designed  to  enable   businesses   to  obtain   funds  to  finance   commercial
transactions.  Generally,  an  acceptance  is a time draft drawn on a bank by an
exporter or an importer to obtain a stated  amount of funds to pay for  specific
merchandise.   The  draft  is  then  "accepted"  by  a  bank  that,  in  effect,
unconditionally  guarantees  to pay the  face  value  of the  instrument  on its
maturity date. The acceptance may then be held by the accepting bank as an asset
or it may be sold in the  secondary  market at the going rate of discount  for a
specific  maturity.  Although  maturities for  acceptances can be as long as 270
days, most acceptances have maturities of six months or less.

         Commercial Paper. Commercial paper consists of short-term (usually from
1 to 270 days)  unsecured  promissory  notes issued by  corporations in order to
finance their current operations. A variable amount master demand note (which is
a type of commercial paper) represents a direct borrowing  arrangement involving
periodically  fluctuating  rates of interest under a letter agreement  between a
commercial paper issuer and an institutional lender pursuant to which the lender
may determine to invest varying amounts.

         U.S. Government Obligations.  The Fund may invest in obligations issued
or  guaranteed  by  U.S.   Government  agencies  or   instrumentalities.   These
obligations  may or may not be  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,  the Fund must look  principally  to the  federal  agency
issuing or guaranteeing  the obligation for ultimate  repayment,  and may not be
able to assert a claim  against the United States itself in the event the agency
or instrumentality does not meet its commitments. Government securities in which
the Fund may  invest  that are not  backed by the full  faith and  credit of the
United  States  include,  but are not limited to,  obligations  of the Tennessee
Valley Authority, the Federal Home Loan Mortgage Corporation and the U.S. Postal
Service,  each of which has the right to borrow  from the U.S.  Treasury to meet
its  obligations,  and  obligations  of the Federal  Farm Credit  System and the
Federal Home Loan Banks,  both of whose obligations may be satisfied only by the
individual credit of the issuing agency.  Securities that are backed by the full
faith and credit of the United  States  include  obligations  of the  Government
National  Mortgage  Association,  the  Farmers  Home  Administration,   and  the
Export-Import Bank.

         When-Issued  and  Delayed-Delivery  Securities.  The Fund may  purchase
securities on a when-issued or delayed-delivery basis. For example,  delivery of
and payment for these  securities  can take place a month or more after the date
of the purchase commitment. The purchase price and the interest rate payable, if
any, on the securities are fixed on the purchase  commitment date or at the time
the settlement date is fixed.  The value of such securities is subject to market
fluctuation and no interest accrues to the Fund until settlement takes place. At
the time the Fund makes the  commitment to purchase  securities on a when-issued
or delayed delivery basis, it will record the transaction,  reflect the value of
such  securities in determining  its net asset value each day thereafter and, if
applicable, calculate the maturity for the purposes of average maturity from the
commitment date. At the time of settlement a when-issued  security may be valued
at less than the purchase price. To facilitate such acquisitions,  the Fund will
maintain  with its  custodian a segregated  account  consisting of cash or other
liquid assets in an amount at least equal to such commitments. On delivery dates
for such  transactions,  the Fund will meet its  obligations  from maturities or
sales of the securities held in the segregated account and/or from cash flow. If
the Fund chooses to dispose of the right to acquire a when-issued security prior
to its acquisition,  it could, as with the disposition of any other  obligation,
incur a gain or loss due to market fluctuation.  It is the current policy of the
Fund not to enter into when-issued commitments exceeding in the aggregate 15% of
the market value of the Fund's total  assets,  less  liabilities  other than the
obligations created by when-issued commitments.

         Equity Investments.  The Fund may invest in equity securities listed on
any domestic  securities  exchange or traded in the  over-the-counter  market as
well as  certain  restricted  or  unlisted  securities.  They may or may not pay
dividends or carry voting rights. Common stock occupies the most junior position
in a company's capital structure.

         Reverse Repurchase Agreements.  The Fund may borrow funds for temporary
or  emergency  purposes  (such as meeting  larger  than  anticipated  redemption
requests)  and not  for  leverage,  by  among  other  things,  agreeing  to sell
portfolio securities to financial  institutions such as banks and broker-dealers
and to  repurchase  them  at a  mutually  agreed  date  and  price  (a  "reverse
repurchase agreement").  Reverse repurchase agreements involve the risk that the
market  value of the  securities  sold by the  Portfolio  may decline  below the
repurchase price of those securities.

         Warrants.  Warrants  entitle  the holder to buy  common  stock from the
issuer at a specific price (the strike price) for a specific period of time. The
strike price of warrants  sometimes is much lower than the current  market price
of the  underlying  securities,  yet  warrants  are  subject  to  similar  price
fluctuations.  As a result,  warrants may be more volatile  investments than the
underlying securities.

         Warrants do not entitle the holder to dividends  or voting  rights with
respect to the  underlying  securities  and do not  represent  any rights in the
assets  of the  issuing  company.  Also,  the  value  of the  warrant  does  not
necessarily change with the value of the underlying securities.

         Convertible  Securities.  Convertible securities may be debt securities
or preferred  stocks that may be  converted  into common stock or that carry the
right to purchase  common stock.  Convertible  securities  entitle the holder to
exchange  the  securities  for a  specified  number of  shares of common  stock,
usually of the same  company,  at specified  prices  within a certain  period of
time.

         The  terms of any  convertible  security  determine  its  ranking  in a
company's capital structure. In the case of subordinated convertible debentures,
the holders'  claims on assets and earnings  are  subordinated  to the claims of
other  creditors,  and  are  senior  to  the  claims  of  preferred  and  common
shareholders. In the case of convertible preferred stock, the holders' claims on
assets and  earnings are  subordinated  to the claims of all  creditors  and are
senior to the claims of common shareholders.

Futures Contracts and Options on Futures Contracts.

         Futures  Contracts.  The Fund may enter into  securities  index futures
contracts.  U.S.  futures  contracts have been designed by exchanges  which have
been designated  "contracts markets" by the CFTC, and must be executed through a
futures  commission  merchant,  or  brokerage  firm,  which is a  member  of the
relevant  contract  market.  Futures  contracts  trade on a number  of  exchange
markets,  and,  through their  clearing  corporations,  the exchanges  guarantee
performance  of the  contracts as between the clearing  members of the exchange.
These  investments  will be made by the Fund solely for hedging  purposes.  Such
investments  will be  made  only if they  are  economically  appropriate  to the
reduction of risks involved in the  management of the Fund. In this regard,  the
Fund may enter into futures  contracts or options on futures  related to the S&P
500.

         At the same time a futures contract is purchased or sold, the Fund must
allocate cash or  securities  as a deposit  payment  ("initial  margin").  It is
expected  that  the  initial  margin  would be  approximately  1 1/2% to 5% of a
contract's face value. Daily thereafter,  the futures contract is valued and the
payment of  "variation  margin" may be required,  because each day the Fund will
provide or receive cash that reflects any decline or increase in the  contract's
value.

         Although futures  contracts by their terms call for the actual delivery
or  acquisition  of  securities,  in most cases the  contractual  obligation  is
fulfilled  before  the  date  of the  contract  without  having  to make or take
delivery of the  securities.  The  offsetting  of a  contractual  obligation  is
accomplished  by  buying  (or  selling,  as the  case  may be) on a  commodities
exchange an identical  futures  contract calling for delivery in the same month.
Such a transaction,  which is effected through a member of an exchange,  cancels
the obligation to make or take delivery of the securities.  Because transactions
in the futures  market are made,  offset or  fulfilled  through a  clearinghouse
associated  with the exchange on which the contracts  are traded,  the Fund will
incur brokerage fees when it purchases or sells futures contracts. The liquidity
of  the  futures  market  depends  on  participants   entering  into  offsetting
transactions  rather than making or taking delivery.  To the extent participants
decide  to make or take  delivery,  liquidity  in the  futures  market  could be
reduced, thus producing distortion.

         In addition,  futures  contracts entail other risks.  Nonetheless,  the
Sub-advisor  believes that use of such contracts in certain  circumstances  will
benefit the Fund.  For an  additional  discussion  of futures  contracts and the
risks involved therein, see this SAI and the Company's Prospectus under "Certain
Risk Factors and Investment Methods."

         Options on Futures Contracts. The Fund may use stock index futures on a
continual  basis to  "equitize"  cash so that the Fund may maintain  100% equity
exposure.  The Fund will not enter  into any  futures  contracts  or  options on
futures contracts if immediately thereafter the amount of margin deposits on all
the futures contracts of the Portfolio and premiums paid on outstanding  options
on futures  contracts owned by the Portfolio  (other than those entered into for
bona fide  hedging  purposes)  would  exceed 5% of the market value of the total
assets of the Portfolio.

         A futures option gives the holder,  in return for the premium paid, the
right to buy  (call)  from or sell  (put) to the  writer of the option a futures
contract at a specified price at any time during the period of the option.  Upon
exercise,  the writer of the option is obligated to pay the  difference  between
the cash value of the futures contract and the exercise price. Like the buyer or
seller of a futures contract,  the holder, or writer, of an option has the right
to terminate  its position  prior to the  scheduled  expiration of the option by
selling or  purchasing  an option of the same  series,  at which time the person
entering into the closing transaction will realize a gain or loss. The Fund will
be required to deposit  initial margin and variation  margin with respect to put
and call  options  on  futures  contracts  written by it  pursuant  to  brokers'
requirements similar to those described above. Net option premiums received will
be included as initial margin deposits. In anticipation of a decline in interest
rates,  the Fund may purchase call options on futures  contracts as a substitute
for the purchase of futures  contracts to hedge  against a possible  increase in
the price of  securities  that the Fund intends to purchase.  Similarly,  if the
value of the securities held by the Portfolio is expected to decline as a result
of an increase in interest  rates,  the Fund might  purchase put options or sell
call options on futures contracts rather than sell futures contracts.

         Investments in futures options involve some of the same  considerations
that are involved in  connection  with  investments  in futures  contracts  (for
example, the existence of a liquid secondary market). In addition,  the purchase
or sale of an option  also  entails  the risk that  changes  in the value of the
underlying  futures  contract will not correspond to changes in the value of the
option purchased.  Depending on the pricing of the option compared to either the
futures  contract  upon which it is based,  or upon the price of the  securities
being  hedged,  an option  may or may not be less risky  than  ownership  of the
futures  contract or such securities.  In general,  the market prices of options
can be expected to be more  volatile  than the market  prices on the  underlying
futures  contract.  Compared  to the  purchase  or  sale of  futures  contracts,
however, the purchase of call or put options on futures contracts may frequently
involve less  potential  risk to the Fund because the maximum  amount at risk is
the premium paid for the options  (plus  transaction  costs).  The writing of an
option on a futures  contact  involves  risks similar to those risks relating to
the sale of futures contracts.

         Options on Securities  Indices.  The Fund may purchase and write (sell)
call and put options on  securities  indices.  Such  options give the holder the
right to receive a cash settlement  during the term of the option based upon the
difference between the exercise price and the value of the index.

         Options on securities  indices entail  certain risks.  The absence of a
liquid secondary market to close out options positions on securities indices may
occur,  although the  Portfolio  generally  will only  purchase or write such an
option if the Sub-adviser believes the option can be closed out.

         Use of options on securities indices also entails the risk that trading
in such options may be interrupted if trading in certain securities  included in
the index is  interrupted.  The Fund will not purchase  such options  unless the
Sub-adviser believes the market is sufficiently  developed such that the risk of
trading in such  options  is no  greater  than the risk of trading in options on
securities.

         For an additional discussion of options and the risks involved therein,
see this SAI and the  Company's  Prospectus  under  "Certain  Risk  Factors  and
Investment Methods."

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations are not "fundamental"  restrictions and may be changed by
the Directors of the Company without shareholder approval. The Fund 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  Portfolio's  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 Directors.


ASAF LORD ABBETT GROWTH AND INCOME FUND:

     Investment  Objective:  The  investment  objective of the Fund is long-term
growth of capital and income while attempting to avoid excessive fluctuations in
market value.

Investment Policies:

         Covered Call Options. The Fund may write covered call options which are
traded on a national  securities  exchange with respect to its  securities in an
attempt to increase income and to provide greater flexibility in the disposition
of  securities.  A "call option" is a contract sold for a price (the  "premium")
giving its  holder  the right to buy a  specific  number of shares of stock at a
specific  price prior to a specified  date.  A "covered  call  option" is a call
option issued on  securities  already owned by the writer of the call option for
delivery to the holder upon the exercise of the option. During the period of the
option,  the Fund  forgoes the  opportunity  to profit from any  increase in the
market price of the  underlying  security above the exercise price of the option
(to the extent that the  increase  exceeds the net  premium).  The Fund may also
enter into "closing purchase  transactions" in order to terminate its obligation
to deliver the  underlying  security  (this may result in a  short-term  gain or
loss).  A closing  purchase  transaction  is the purchase of a call option (at a
cost  which  may be more or less  than the  premium  received  for  writing  the
original call option) on the same security with the same exercise price and call
period as the option previously  written.  If the Fund is unable to enter into a
closing  purchase  transaction,  it may be required  to hold a security  that it
might otherwise have sold to protect against depreciation.  The Sub-advisor does
not  intend  to have the  Fund  write  covered  call  options  with  respect  to
securities  with an aggregate  market value of more than 10% of the Fund's gross
assets at the time an option is written.  For an  additional  discussion of call
options,  see this SAI and the Company's  Prospectus under "Certain Risk Factors
and Investment Methods."

     Lending  Portfolio  Securities.  The Fund may engage in the  lending of its
securities.  It is expected that no more that 5% of the Fund's gross assets will
be committed to securities  lending.  For a discussion of the Fund's limitations
on lending, see this SAI under "Fundamental Investment Restrictions."

         Illiquid Securities. Subject to guidelines promulgated by the Directors
of the  Company,  the Fund may invest in  illiquid  securities.  Investments  in
illiquid securities are limited to a maximum of 15% of Fund net assets. Illiquid
securities  for  the  purposes  of this  limitation  do not  include  securities
eligible for resale  pursuant to Rule 144A of the  Securities  Act of 1933 which
have been  determined to be liquid by the  Sub-advisor  under the supervision of
the Directors of the Company. Examples of factors which the Sub-advisor may take
into  account  with  respect to a Rule 144A  security  include the  frequency of
trades and quotes for the security, the number of dealers willing to purchase or
sell  the  security  and  the  number  of  other  potential  purchasers,  dealer
undertakings  to make a market in the  security,  and the nature of the security
and the nature of the  marketplace  (e.g.,  the time period needed to dispose of
the security,  the method of soliciting  offers, and the mechanics of transfer).
For a  discussion  of illiquid  and  restricted  securities  and  certain  risks
involved  therein see the Company's  Prospectus  under "Certain Risk Factors and
Investment Methods."


ASAF MFS GROWTH WITH INCOME FUND:

     Investment  Objective:  The investment  objective of the Fund is to seek to
provide reasonable current income and long-term capital growth and income.

Investment Policies:

         Corporate Debt Securities. The Fund may invest in debt securities, such
as  convertible  and  non-convertible  bonds,  notes and  debentures,  issued by
corporations, limited partnerships and similar entities.

         Variable and Floating Rate Obligations. The Fund may invest in floating
or variable rate securities. Investments in variable or floating rate securities
normally will involve industrial development or revenue bonds which provide that
the rate of interest is set as a specific  percentage of a designated base rate,
such as rates on Treasury Bonds or Bills or the prime rate at a major commercial
bank, and that a bondholder  can demand payment of the  obligations on behalf of
the Fund on short notice at par plus accrued interest,  which amount may be more
or less  than the  amount  of the  bondholder  paid for them.  The  maturity  of
floating  or  variable  rate  obligations  (including   participation  interests
therein) is deemed to be the longer of (i) the notice period required before the
Fund is entitled to receive  payment of the  obligation  upon demand or (ii) the
period  remaining until the obligation's  next interest rate adjustment.  If not
redeemed by the Fund through the demand  feature,  the  obligations  mature on a
specified date, which may range up to thirty years from the date of issuance.

         Zero Coupon Bonds,  Deferred Interest Bonds and PIK Bonds. The Fund may
invest in zero coupon bonds,  deferred  bonds and bonds on which the interest is
payable in kind ("PIK bonds").  Zero coupon and deferred interest bonds are debt
obligations,  which are issued at a significant  discount  from face value.  The
discount  approximates  the total  amount of interest  the bonds will accrue and
compound over the period until maturity or the first interest  payment date at a
rate of  interest  reflecting  the market  rate of the  security  at the time of
issuance.  While  zero  coupon  bonds do not  require  the  periodic  payment of
interest,  deferred  interest  bonds do provide for a period of delay before the
regular  payment  of  interest  begins.  PIK bonds are debt  obligations,  which
provide  that the issuer may, at its option,  pay interest on such bonds in cash
or in the form of additional  debt  obligations.  Such  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
such cash. Such  investments may experience  greater  volatility in market value
than debt  obligations,  which make regular payments of interest.  The Fund will
accrue income on such  investments  for tax and accounting  purposes,  which are
distributable to shareholders and which, because no cash is received at the time
of accrual, may require the liquidation of other portfolio securities to satisfy
the Fund's distribution obligations.

         Equity  Securities.  The  Fund  may  invest  in  all  types  of  equity
securities,  including  the  following:  common  stocks,  preferred  stocks  and
preference  stocks;  securities  such as  bonds,  warrants  or  rights  that are
convertible into stocks;  and depository  receipts for those  securities.  These
securities   may  be  listed  on   securities   exchanges,   traded  in  various
over-the-counter markets or have no organized market.

         Foreign  Securities.  The Fund may  invest  in  dollar-denominated  and
non-dollar  denominated foreign  securities.  Investing in securities of foreign
issuers  generally  involves risks not ordinarily  associated  with investing in
securities  of  domestic  issuers.  For a  discussion  of the risks  involved in
foreign  securities,  see this SAI and the Company's  Prospectus  under "Certain
Risk Factors and Investment Methods."

         Depository  Receipts.  The  Fund  may  invest  in  American  Depository
Receipts  ("ADRs"),  Global  Depository  Receipts  ("GDRs")  and other  types of
depository receipts. ADRs are certificates by a U.S. depository (usually a bank)
and represent a specified quantity of shares of an underlying non-U.S.  stock on
deposit with a custodian bank as collateral.  GDRs and other types of depository
receipts are typically  issued by foreign banks or trust  companies and evidence
ownership of underlying securities issued by either a foreign or a U.S. company.
Generally,  ADRs  are in  registered  form  and  are  designed  for  use in U.S.
securities  markets  and GDRs are in  bearer  form and are  designed  for use in
foreign  securities  markets.  For the purposes of the Fund's policy to invest a
certain percentage of its assets in foreign  securities,  the investments of the
Fund in ADRs,  GDRs and other  types of  depository  receipts  are  deemed to be
investments in the underlying securities.

         ADRs may be sponsored or  unsponsored.  A sponsored  ADR is issued by a
depository which has an exclusive relationship with the issuer of the underlying
security.  An unsponsored ADR may be issued by any number of U.S.  depositories.
Under the terms of most sponsored arrangements, depositories agree to distribute
notices  of  shareholder  meetings  and  voting  instructions,  and  to  provide
shareholder  communications  and other  information  to the ADR  holders  at the
request  of the  issuer  of  the  deposited  securities.  The  depository  of an
unsponsored  ADR,  on the  other  hand,  is under no  obligation  to  distribute
shareholder  communications received from the issuer of the deposited securities
or to pass  through  voting  rights to ADR  holders in respect of the  deposited
securities.  The  Fund may  invest  in  either  type of ADR.  Although  the U.S.
investor  holds a  substitute  receipt of  ownership  rather than  direct  stock
certificates,  the use of the depository receipts in the United Sates can reduce
costs and delays as well as potential currency exchange and other  difficulties.
The Fund may purchase  securities in local markets and direct  delivery of these
shares to the local  depositary  of an ADR agent  bank in the  foreign  country.
Simultaneously,  the ADR agents create a certificate which settles at the Fund's
custodian  in five days.  The Fund may also execute  trades on the U.S.  markets
using  existing  ADRs.  A foreign  issuer of the security  underlying  an ADR is
generally not subject to the same reporting requirements in the United States as
a domestic issuer. Accordingly, information available to a U.S. investor will be
limited to the  information  the  foreign  issuer is required to disclose in its
country  and the market  value of an ADR may not  reflect  undisclosed  material
information  concerning the issuer of the underlying security.  ADRs may also be
subject  to  exchange  rate  risks  if the  underlying  foreign  securities  are
denominated in a foreign currency.

     Emerging  Markets.  The  Fund  may  invest  in  securities  of  government,
government-related,  supranational  and  corporate  issuers  located in emerging
markets. Such investments entail significant risks as described below.

         Company  Debt.  Governments  of many  emerging  market  countries  have
exercised and continue to exercise  substantial  influence  over many aspects of
the private sector through the ownership or control of many companies, including
some of the largest in any given country. As a result, government actions in the
future  could have a  significant  effect on  economic  conditions  in  emerging
markets,  which in turn, may adversely  affect  companies in the private sector,
general market  conditions and prices and yields of certain of the securities in
the Fund's portfolio.  Expropriation,  confiscatory  taxation,  nationalization,
political,  economic or social  instability or other similar  developments  have
occurred  frequently  over the  history of certain  emerging  markets  and could
adversely affect the Fund's assets should these conditions recur.

         Foreign  currencies.  Some emerging  market  countries may have managed
currencies,  which are not free floating against the U.S.  dollar.  In addition,
there is risk that  certain  emerging  market  countries  may  restrict the free
conversion of their currencies into other currencies.  Further, certain emerging
market currencies may not be internationally traded. Certain of these currencies
have  experienced  a  steep  devaluation   relative  to  the  U.S.  dollar.  Any
devaluations  in the  currencies  in which a  Fund's  portfolio  securities  are
denominated may have a detrimental impact on the Fund's et asset value.

         Inflation.  Many emerging markets have experienced substantial,  and in
some periods  extremely high,  rates of inflation for many years.  Inflation and
rapid  fluctuations in inflation rates have had and may continue to have adverse
effects on the  economies  and  securities  markets of certain  emerging  market
countries. In an attempt to control inflation, wage and price controls have been
imposed in certain  countries.  Of these countries,  some, in recent years, have
begun to control inflation through prudent economic policies.

         Liquidity; Trading Volume; Regulatory Oversight. The securities markets
of emerging market countries are  substantially  smaller,  less developed,  less
liquid  and  more  volatile  than  the  major  securities  markets  in the  U.S.
Disclosure  and  regulatory  standards are in many respects less  stringent than
U.S.  standards.  Furthermore  ,  there  is a  lower  level  of  monitoring  and
regulation of the markets and the activities of investors in such markets.

         The limited size of many emerging market securities markets and limited
trading volume in the securities of emerging  market issuers  compared to volume
of trading in the  securities  of U.S.  issuers could cause prices to be erratic
for reasons apart from factors that affect the soundness and  competitiveness of
the securities issuers. For example,  limited market size may cause prices to be
unduly influenced by traders who control large positions.  Adverse publicity and
investors'  perceptions,  whether or not based on in-depth fundamental analysis,
may decrease the value and liquidity of portfolio securities.

         The risk also exists that an  emergency  situation  may arise in one or
more emerging  markets,  as a result of which trading of securities may cease or
may be  substantially  curtailed  and prices for the Fund's  securities  in such
markets may not be readily  available.  The Fund may suspend  redemption  of its
shares for any period  during which an emergency  exists,  as  determined by the
SEC. If market prices are not readily  available,  the Fund's  securities in the
affected  markets  will be valued at fair value  determined  in good faith by or
under the direction of the Board of Directors.

         Withholding.  Income from  securities held by the Fund could be reduced
by a withholding tax on the source or other taxes imposed by the emerging market
countries  in which the Fund makes its  investments.  The Fund's net asset value
may also be affected  by changes in the rates or methods of taxation  applicable
to the Fund or to entities in which the Fund has invested.  The Sub-adviser will
consider the cost of any taxes in determining  whether to acquire any particular
investments,  but can provide no assurance that the taxes will not be subject to
change.

         Forward  Contracts.  The Fund may enter into contracts for the purchase
or sale of a  specific  currency  at a  future  date at a price  at the time the
contract is entered into (a "Forward Contract"),  for hedging purposes (e.g., to
protect  its  current or  intended  investments  from  fluctuations  in currency
exchange rates) as well as for non-hedging purposes).

         The Fund does not presently  intend to hold Forward  Contracts  entered
into until  maturity,  at which time it would be  required  to deliver or accept
delivery of the  underlying  currency,  but will seek in most instances to close
out positions in such Contracts by entering into offsetting transactions,  which
will  serve  to fix the  Fund's  profit  or loss  based  upon  the  value of the
Contracts at the time the offsetting transactions is executed.

         The Fund will also enter into  transactions  in Forward  Contracts  for
other than hedging  purposes,  which presents  greater profit potential but also
involves  increased  risk.  For example,  the Fund may purchase a given  foreign
currency through a Forward Contract if, in the judgement of the Sub-adviser, the
value  of such  currency  is  expected  to rise  relative  to the  U.S.  dollar.
Conversely,  the Fund may sell the  currency  through a Forward  Contract if the
Sub-adviser believes that its value will decline relative to the dollar.

         For an additional  discussion of Forward Contracts see this SAI and the
Company Prospectus under "Certain Risk Factors and Investment Methods."

         Futures  Contracts.  The Fund may purchase  and sell futures  contracts
("Future  Contracts") on stock indices,  foreign  currencies,  interest rates or
interest-rate related instruments, indices of foreign currencies or commodities.
The Fund also may  purchase  and sell  Futures  Contracts on foreign or domestic
fixed income securities or indices of such securities  including  municipal bond
indices and any other  indices of foreign or domestic  fixed  income  securities
that may become available for trading.  Such investment  strategies will be used
for hedging purposes and for non-hedging purposes, subject to applicable law.

         Futures  Contracts  differ  from  options  in that  they are  bilateral
agreements, with both the purchaser and the seller equally obligated to complete
the  transaction.  Futures  Contracts call for settlement only on the expiration
date and cannot be exercised at any other time during their term.

         Purchases or sales of stock index futures contracts are used to attempt
to  protect  the  Fund's  current  or  intended  stock  investments  from  broad
fluctuations in stock prices. For example, the Fund may sell stock index futures
contracts in  anticipations of or during market decline to attempt to offset the
decrease in market value of the Fund's securities portfolio that might otherwise
result. If such decline occurs, the loss in value of portfolio securities may be
offset, in whole or in part, by gains on the futures position.  When the Fund is
not fully invested in the securities market and anticipates a significant market
advance,  it may  purchase  stock  index  futures in order to gain rapid  market
exposure  that  may,  in part  or  entirely,  offset  increases  in the  cost of
securities  that the Fund intends to purchase.  As such  purchases are made, the
corresponding  positions in stock index futures contracts will be closed out. In
a  substantial  majority  of these  transactions,  the Fund will  purchase  such
securities upon  termination of the futures  position,  but under unusual market
conditions, a long futures position may be terminated without a related purchase
of securities.

         The Fund may purchase and sell foreign currency  futures  contracts for
hedging purposes, to attempt to protect its current or intended investments from
fluctuations in currency  exchange  rates.  Such  fluctuations  could reduce the
dollar value of  portfolio  securities  denominated  in foreign  currencies,  or
increase  the dollar cost of  foreign-denominated  securities,  or increase  the
dollar cost of foreign-denominated  securities to be acquired, even if the value
of such  securities  in the  currencies  in which they are  denominated  remains
constant.  The  Fund may sell  futures  contracts  on a  foreign  currency,  for
example,  where  it  holds  securities  denominated  in  such  currency  and  it
anticipates a decline in the value of such currency  relative to the dollar.  In
the event such decline  occurs,  the  resulting  adverse  effect on the value of
foreign-denominated  securities may be offset,  in whole or in part, by gains on
the futures contracts.

         Conversely, the Fund could protect against a rise in the dollar cost of
foreign-denominated securities to be acquired by purchasing futures contracts on
the relevant  security,  which could offset,  in whole or in part, the increased
cost of such  securities  resulting  from  the rise in the  dollar  value of the
underlying  currencies.  Where the Fund purchases  futures  contracts under such
circumstances,  however,  and the prices of  securities  to be acquired  instead
decline, the Fund will sustain losses on its futures position which could reduce
or eliminate  the benefits of the reduced  cost of  portfolio  securities  to be
acquired.

         For  further  information  on  Futures  Contracts,  see this SAI  under
"Certain Risk Factors and Investment Methods."

         Investment  in Other  Investment  Companies.  The Fund may invest other
investment   companies,   including  both  open-end  and  closed-end  companies.
Investments  in  closed-end  investment  companies  may  involve  the payment of
substantial  premiums above the value of such  investment  companies'  portfolio
securities.

     Options.  The Fund may  invest in the  following  types of  options,  which
involves the risks described below under the caption "Special Risk Factors."

         Options on Foreign Currencies.  The Fund may purchase and write options
on foreign  currencies for hedging and non-hedging  purposes in a manner similar
to that in which Futures Contracts on foreign currencies,  or Forward Contracts,
will be utilized. For example, where a rise in the dollar value of a currency in
which securities to be acquired are denominated is projected, thereby increasing
the cost of such  securities,  the Fund may purchase call options  thereon.  The
purchase of such options could  offset,  at least  partially,  the effect of the
adverse movements in exchange rates.

         Similarly,  instead of  purchasing  a call  option to hedge  against an
anticipated  increase in the dollar cost of securities to be acquired,  the Fund
could write a put option on the relevant  currency  which,  if rates move in the
manner  projected,  will  expire  unexercised  and allow the Fund to hedge  such
increased cost up to the amount of the premium. Foreign currency options written
by the Fund will  generally  be covered in a manner  similar to the  covering of
other types of options.

         Options  on Futures  Contracts.  The Fund may also  purchase  and write
options  to buy or sell  those  Futures  Contracts  in  which it may  invest  as
described above under "Futures  Contracts."  Such investment  strategies will be
used for hedging  purposes and for non-hedging  purposes,  subject to applicable
law.

         Options on Futures  Contracts that are written or purchased by the Fund
on U.S.  Exchanges  are  traded on the same  contract  market as the  underlying
Futures Contract,  an, like Futures Contracts,  are subject to the regulation by
the  CFTC  and the  performance  guarantee  of the  exchange  clearinghouse.  In
addition,  Options on Futures Contracts may be traded on foreign exchanges.  The
Fund may cover the  writing of call  Options on Futures  Contracts  (a)  through
purchases  of the  underlying  Futures  Contract,  (b) through  ownership of the
instrument,  or  instruments  included  in the  index,  underlying  the  Futures
Contract,  or (c) through the holding of a call on the same Futures Contract and
in the same principal amount as the call written where the exercise price of the
call held (I) is equal to or less than the exercise price of the call written or
(ii) is greater  than the  exercise  price of the call  written if the Fund owns
liquid and unencumbered  assets equal to the difference.  The Fund may cover the
writing of put Options on Futures  Contracts (a) through sales of the underlying
Futures  Contract,  (b) through the ownership of liquid and unencumbered  assets
equal to the value of the security or index underlying the Futures Contract,  or
(c) through the holding of a put on the same  Futures  Contract  and in the same
principal amount as the put written where the exercise price of the put held (i)
is equal to or greater than the  exercise  price of the put written if where the
exercise  price of the put held (ii) is less than the exercise  price of the put
written of the Fund owns liquid and unencumbered assets equal to the difference.
Put and call  Options  on  Futures  Contracts  may also be covered in such other
manner  as may be in  accordance  with the  rules of the  exchange  on which the
option is traded and  applicable  laws and  regulations.  Upon the exercise of a
call Option on a Futures Contract written by the Fund, the Fund will be required
to sell the  underlying  Futures  Contract  which,  if the Fund has  covered its
obligation  through the purchase of such  Contract,  will serve to liquidate its
futures position. Similarly, where a put Option on a Futures Contract written by
the Fund is  exercised,  the Fund will be required to  purchase  the  underlying
Futures Contract which, if the Fund has covered its obligation  through the sale
of such Contract, will close out its futures position.

         Depending on the degree of correlation  between changes in the value of
its portfolio  securities and the changes in the value of its futures positions,
the Fund's losses from existing Options on Futures  Contracts may to some extent
be reduced or increased by changes in the value of portfolio securities.

     Options  on  Securities.  The Fund may write  (sell)  covered  put and call
options, and purchase put and call options, on securities.

         A call  option  written by the Fund is  "covered"  if the Fund owns the
security  underlying the call or has an absolute and immediate  right to acquire
that security  without  additional  cash  consideration  (or for additional cash
consideration  if the Fund owns  liquid  and  unencumbered  assets  equal to the
amount of cash  consideration)  upon conversion or exchange of other  securities
held in its portfolio. A call option is also covered if the Fund holds a call on
the same security and in the same principal amount as the call written where the
exercise  price of the call held (a) is equal to or less than the exercise price
of the  call  written  or (b) is  greater  than the  exercise  price of the call
written if the Fund owns liquid and unencumbered assets equal to the difference.
If the portfolio  writes a put option it must segregate  liquid and unencumbered
assets with a value equal to the exercise price, or else holds a put on the same
security and in the same principal  amount as the put written where the exercise
price of the put held is equal to or greater than the exercise  price of the put
written or where the  exercise  price of the put held is less than the  exercise
price of the put written if the Fund owns liquid and  unencumbered  assets equal
to the difference.  Put and call options written by the Fund may also be covered
in such  other  manner  as may be in  accordance  with the  requirements  of the
exchange on which, or the  counterparty  with which,  the option is traded,  and
applicable laws and regulations.

         Effecting a closing  transaction  in the case of a written  call option
will permit the Fund to write  another  call option on the  underlying  security
with either a different  exercise  price or  expiration  date or both, or in the
case of a written put option will permit the Fund to write another put option to
the extent that the Fund owns liquid and unencumbered  assets. Such transactions
permit the Fund to generate  additional  premium  income,  which will  partially
offset declines in the value of portfolio securities or increases in the cost of
securities to be acquired. Also, effecting a closing transaction will permit the
cash or  proceeds  from the  concurrent  sale of any  securities  subject to the
option  to be used for other  investments  of the Fund,  provided  that  another
option on such security is not written. If the Fund desires to sell a particular
security  from its  portfolio  on which it has  written a call  option,  it will
effect  a  closing  transaction  in  connection  with  the  option  prior  to or
concurrent with the sale of the security.

         The  Fund  may  write   options  in   connection   with   buy-and-write
transactions;  that is, the Fund may  purchase a security  and then write a call
option  against that  security.  The exercise  price of the call option the Fund
determines  to  write  will  depend  upon the  expected  price  movement  of the
underlying  security.  The  exercise  price  of  a  call  option  may  be  below
("in-the-money"),  equal to ("at-the-money") or above  ("out-of-the-money")  the
current  value of the  underlying  security  at the time the option is  written.
Buy-and-write  transactions  using in-the-money call options may be used when it
is expected that the price of the  underlying  security will decline  moderately
during the option period. Buy-and-write transactions using out-of-the-money call
options may be used when it is expected that the premiums  received from writing
the call  option plus the  appreciation  in the market  price of the  underlying
security up to the exercise price will be greater than the  appreciation  in the
price of the  underlying  security  alone.  If the call options are exercised in
such  transactions,  the Fund's' maximum gain will be the premium received by it
for writing the option,  adjusted upwards or downwards by the difference between
the Fund's' purchase price of the security and the exercise price,  less related
transaction  costs.  If the  options  are not  exercised  and the  price  of the
underlying security declines, the amount of such decline will be offset in part,
or entirely, by the premium received.

         The writing of covered  put options is similar in terms of  risk/return
characteristics  to  buy-and-write  transactions.  If the  market  price  or the
underlying  security  rises or otherwise is above the  exercise  price,  the put
option will expire worthless and the Fund's' gain will be limited to the premium
received,  less related transaction costs. If the market price of the underlying
security  declines or otherwise is below the exercise price,  the Fund may elect
to close the position or retain the option until it is exercised,  at which time
the Fund will be required  to take  delivery  of the  security  at the  exercise
price;  the Fund' return will be the premium  received from the put option minus
the  amount by which the  market  price of the  security  is below the  exercise
price,  which  could  result  in  a  loss.  Out-of-the-money,  at-the-money  and
in-the-money put options may be used by the Fund in the same market environments
that call options are used in equivalent buy-and-write transactions.

         The Fund may also  write  combinations  of put and call  options on the
same security,  known as "straddles" with the same exercise price and expiration
date. By writing a straddle,  the Fund  undertakes a simultaneous  obligation to
sell and  purchase  the same  security  in the event that one of the  options is
exercised.  If the price of the security  subsequently  rises sufficiently above
the exercise price to cover the amount of the premium and transaction costs, the
call  will  likely  be  exercised  and the  Fund  will be  required  to sell the
underlying  security at a below market price. This loss may be offset,  however,
in whole or in part, by the premiums received on the writing of the two options.
Conversely,  if the price of the security declines by a sufficient  amount,  the
put will likely be exercised. The writing of straddles will likely be effective,
therefore,  only where the price of the security  remains stable and neither the
call nor the put is exercised.  In those  instances  where one of the options is
exercised,  the loss on the  purchase  or sale of the  underlying  security  may
exceed the amount of the premiums received.

         The writing of options on securities will not be undertaken by the Fund
solely for  hedging  purposes,  and could  involve  certain  risks which are not
present in the case of hedging  transactions.  Moreover,  even where options are
written for hedging purposes,  such transactions constitute only a partial hedge
against  declines in the value of portfolio  securities or against  increases in
the value of securities to be acquired, up to the amount of the premium.
The Fund may also  purchase  options  for hedging  purposes  or to increase  its
return.

         The Fund may also purchase call options to hedge against an increase in
the price of securities that the Fund anticipates  purchasing in the future.  If
such  increase  occurs,  the call option  will  permit the Fund to purchase  the
securities at the exercise price, or to close out the options at a profit.

         Options on Stock  Indices.  The Fund may write (sell)  covered call and
put options and  purchase  call and put options on stock  indices.  The Fund may
cover  written call options on stock  indices by owning  securities  whose price
changes,  in the opinion of the Adviser,  are expected to be similar to those of
the underlying  index,  or by having an absolute and immediate  right to acquire
such securities  without  additional cash  consideration (or for additional cash
consideration  if the Fund owns  liquid  and  unencumbered  assets  equal to the
amount of cash consideration) upon conversion or exchange of other securities in
its portfolio.  The Fund may also cover call options on stock indices by holding
a call on the same index and in the same  principal  amount as the call  written
where  the  exercise  price  of the call  held (a) is equal to or less  than the
exercise  price of the call written or (b) is greater than the exercise price of
the call  written if the Fund own liquid and  unencumbered  assets  equal to the
difference.  If the  Portfolio  writes  put  options on stock  indices,  it must
segregate  liquid and  unencumbered  assets with a value  equal to the  exercise
price, or hold a put on the same stock index and in the same principal amount as
the put  written  where  the  exercise  price of the put held (a) is equal to or
greater  than the  exercise  price of the put  written  or (b) is less  than the
exercise  price of the put  written  if the Fund owns  liquid  and  unencumbered
assets equal to the  difference.  Put and call options on stock indices may also
be covered in such other  manner as may be in  accordance  with the rules of the
exchange on which,  or the  counterparty  with  which,  the option is traded and
applicable laws and regulations.

         The purchase of call  options on stock  indices may be used by the Fund
to attempt to reduce the risk of missing a broad market  advance,  or an advance
in an industry or market segment,  at a time when the Fund holds uninvested cash
or short-term debt securities awaiting investment.  When purchasing call options
for this purpose, the Fund will also bear the risk of losing all or a portion of
the premium  paid it the value of the index does not rise.  The purchase of call
options on stock indices when the Fund is substantially fully invested is a form
of leverage,  up to the amount of the premium and related transaction costs, and
involves risks of loss and of increased  volatility similar to those involved in
purchasing calls on securities the Fund owns.

         The index underlying a stock index option may be a "broad-based" index,
such as the Standard & Poor's 500 Index or the New York Stock Exchange Composite
Index,  the changes in value of which  ordinarily will reflect  movements in the
stock market in general.  In contrast,  certain options may be based on narrower
market  indices,  such as the  Standard  & Poor's  100  Index,  or on indices of
securities  of  particular  industry  groups,  such as  those  of oil and gas or
technology  companies.  A stock  index  assigns  relative  values to the  stocks
included in the index and the index fluctuates with changes in the market values
of the stocks so included. The composition of the index is changed periodically.

         For an additional  discussion of options,  see this SAI under  "Certain
Risk Factors and Investment Methods."

         Special Risk Factors.

Risk of Imperfect  Correlation of Hedging Instruments with the Fund's Portfolio.
The use of derivatives for "cross hedging"  purposes (such as a transaction in a
Forward Contract on one currency to hedge exposure to a different  currency) may
involve greater  correlation risks.  Consequently,  the Fund bears the risk that
the price of the  portfolio  securities  being  hedged will not move in the same
amount or direction as the underlying index or obligation.

         It should be noted that stock index futures  contracts or options based
upon a narrower  index of  securities,  such as those of a  particular  industry
group,  may present greater risk than options or futures based on a broad market
index.  This is due to the fact that a  narrower  index is more  susceptible  to
rapid and  extreme  fluctuations  as a result of changes in the value of a small
number of securities.  Nevertheless,  where the Fund enters into transactions in
options or futures on narrowly-based indices for hedging purposes,  movements in
the value of the index should,  if the hedge is  successful,  correlate  closely
with the  portion of the Fund'  portfolio  or the  intended  acquisitions  being
hedged.

         The trading of derivatives for hedging  purposes entails the additional
risk of imperfect  correlation  between movements in the price of the derivative
and the price of the underlying  index or  obligation.  The  anticipated  spread
between the prices may be distorted  due to the  difference in the nature of the
markets  such as  differences  in margin  requirements,  the  liquidity  of such
markets and the participation of speculators in the derivatives markets. In this
regard,  trading by  speculators  in  derivatives  has in the past  occasionally
resulted in market distortions, which may be difficult or impossible to predict,
particularly near the expiration of such instruments.

         The trading of Options on Futures  Contracts also entails the risk that
changes  in the  value of the  underlying  Futures  Contracts  will not be fully
reflected  in the  value  of the  option.  The  risk of  imperfect  correlation,
however,  generally  tends  to  diminish  as the  maturity  date of the  Futures
Contract or expiration date of the option approaches.

         Further,  with  respect  to  options  on  securities,  options on stock
indices,  options on currencies  and Options on Futures  Contracts,  the Fund is
subject  to the risk of market  movements  between  the time that the  option is
exercised and the time of performance thereunder. This could increase the extent
of any loss suffered by the Fund in connection with such transactions.

         In  writing  a covered  call  option on a  security,  index or  futures
contract,  the Fund  also  incurs  the risk  that  changes  in the  value of the
instruments  used to cover the position will not correlate  closely with changes
in the value of the option or underlying index or instrument. For example, where
the Fund covers a call option  written on a stock index through  segregation  of
securities,  such securities may not match the composition of the index, and the
Fund may not be fully covered. As a result, the Fund could be subject to risk of
loss in the event of adverse market movements.

         Risks of Non-Hedging  Transactions.  The Fund may enter transactions in
derivatives for non-hedging  purposes as well as hedging  purposes.  Non-hedging
transactions in such instruments  involve greater risks and may result in losses
which may not be offset by  increases in the value of  portfolio  securities  or
declines in the cost of securities to be acquired.  Nevertheless,  the method of
covering an option employed by the Fund may not fully protect it against risk of
loss and,  in any event,  the Fund could  suffer  losses on the option  position
which might not be offset by  corresponding  portfolio  gains. The Fund may also
enter into futures, Forward Contracts for non-hedging purposes. For example, the
Fund may enter  into such a  transaction  as an  alternative  to  purchasing  or
selling the underlying  instrument or to obtain desired  exposure to an index or
market.  In such instances,  the Fund will be exposed to the same economic risks
incurred in purchasing  or selling the  underlying  instrument  or  instruments.
However,  transactions  in futures,  Forward  Contracts may be leveraged,  which
could  expose the Fund to  greater  risk of loss than such  purchases  or sales.
Entering  into  transactions  in  derivatives  for other than hedging  purposes,
therefore,  could  expose the Fund to  significant  risk of loss if the  prices,
rates or values of the  underlying  instruments  or  indices  do not move in the
direction or to the extent anticipated.

         With respect to the writing of straddles on securities, the Fund incurs
the risk that the price of the underlying  security will not remain stable, that
one of the options  written will be exercised and that the  resulting  loss will
not be  offset  by the  amount  of the  premiums  received.  Such  transactions,
therefore, create an opportunity for increased return by providing the Fund with
two  simultaneous  premiums on the same security,  but involve  additional risk,
since the Fund may have an option exercised against it regardless of whether the
price of the security increases or decreases.

         Risk of a  Potential  Lack  of a  Liquid  Secondary  Market.  Prior  to
exercise or expiration,  a futures or option  position can only be terminated by
entering into a closing purchase or sale transaction.  In that event, it may not
be  possible  to close out a  position  held by the Fund,  and the Fund could be
required  to  purchase  or sell the  instrument  underlying  an option,  make or
receive a cash settlement or meet ongoing variation margin  requirements.  Under
such  circumstances,  if the Fund has insufficient cash available to meet margin
requirements,  it will be necessary to liquidate  portfolio  securities or other
assets at a time when it is disadvantageous to do so. The inability to close out
options and futures  positions,  therefore,  could have an adverse impact on the
Fund' ability  effectively to hedge its  portfolio,  and could result in trading
losses.

         The trading of Futures  Contracts  and  options is also  subject to the
risk  of  trading  halts,  suspensions,   exchange  or  clearinghouse  equipment
failures,   government   intervention,   insolvency  of  a  brokerage   firm  or
clearinghouse or other  disruptions of normal trading  activity,  which could at
times make it difficult or  impossible  to  liquidate  existing  positions or to
recover excess variation margin payments.

         Potential Bankruptcy of a Clearinghouse or Broker. When the Fund enters
into transactions in  exchange-traded  futures or options,  it is exposed to the
risk of the potential  bankruptcy of the relevant exchange  clearinghouse or the
broker through which the Fund has effected the  transaction.  In that event, the
Fund might not be able to recover amounts  deposited as margin,  or amounts owed
to the Fund in connection  with its  transactions,  for an indefinite  period of
time,  and could sustain  losses of a portion or all of such amounts.  Moreover,
the performance guarantee of an exchange clearinghouse generally extends only to
its members and the Fund could sustain losses,  notwithstanding  such guarantee,
in the event of the bankruptcy of its broker.

         Trading and Position Limits. The exchanges on which futures and options
are traded may impose  limitations  governing the maximum number of positions on
the same side of the market and involving the same underlying  instrument  which
may be held by a single investor, whether acting alone or in concert with others
(regardless  of  whether  such  contracts  are  held on the  same  or  different
exchanges  or held or written  in one or more  accounts  or through  one or more
brokers.)  Further,  the CFTC and the various  contract markets have established
limits referred to as "speculative  position  limits" on the maximum net long or
net short position which any person may hold or control in a particular  futures
or option contract.  An exchange may order the liquidation of positions found to
be  in  violation  of  these  limits  and  it  may  impose  other  sanctions  or
restrictions.  The Adviser  does not  believe  that these  trading and  position
limits will have any adverse impact on the strategies for hedging the portfolios
of the Fund.

         Risks of  Options  on  Futures  Contracts.  The amount of risk the Fund
assumes when it  purchases  an Option on a Futures  Contract is the premium paid
for the  option,  plus  related  transaction  costs.  In order to profit from an
option  purchased,  however,  it may be  necessary to exercise the option and to
liquidate  the  underlying  Futures  Contract,  subject  to  the  risks  of  the
availability of a liquid offset market described herein. The writer of an Option
on a Futures  Contract  is subject to the risks of  commodity  futures  trading,
including the requirement of initial and variation margin  payments,  as well as
the additional  risk that movements in the price of the option may not correlate
with  movements  in the price of the  underlying  security,  index,  currency or
Futures Contract.

         Risks  of  Transactions  in  Foreign  Currencies  and  Over-the-Counter
Derivatives and Other Transactions Not Conducted on U.S. Exchanges. Transactions
in Forward  Contracts on foreign  currencies,  as well as futures and options on
foreign currencies and transactions  executed on foreign exchanges,  are subject
to all of  the  correlation,  liquidity  and  other  risks  outlined  above.  In
addition,  however,  such  transactions  are subject to the risk of governmental
actions  affecting  trading  in or the  prices  of  currencies  underlying  such
contracts,   which  could  restrict  or  eliminate  trading  and  could  have  a
substantial  adverse effect on the value of positions held by the Fund. Further,
the value of such  positions  could be  adversely  affected by a number of other
complex  political and economic factors  applicable to the countries issuing the
underlying currencies.

         Further, unlike trading in most other types of instruments, there is no
systematic  reporting  of last sale  information  with  respect  to the  foreign
currencies  underlying contracts thereon. As a result, the available information
on which trading  systems will be based may not be as complete as the comparable
data on which the Fund makes investment and trading decisions in connection with
other transactions.  Moreover,  because the foreign currency market is a global,
24-hour market, events could occur in that market which will not be reflected in
the forward,  futures or options market until the following day,  thereby making
it more difficult for the Fund to respond to such events in a timely manner.

         Settlements  of  exercises  of  over-the-counter  Forward  Contracts or
foreign  currency  options  generally must occur within the country  issuing the
underlying  currency,  which in turn requires traders to accept or make delivery
of such  currencies  in  conformity  with any U.S. or foreign  restrictions  and
regulations  regarding the maintenance of foreign banking  relationships,  fees,
taxes or other charges.

         Unlike  transactions  entered into by the Fund in Futures Contracts and
exchange-traded    options,   on   foreign   currencies,    Forward   Contracts,
over-the-counter  options  on  securities,   swaps  and  other  over-the-counter
derivatives  are not traded on contract  markets  regulated by the CFTC or (with
the  exception of certain  foreign  currency  options) the SEC. To the contrary,
such   instruments  are  traded  through   financial   institutions   acting  as
market-makers,  although  foreign  currency  options  are also traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs,  this entire  amount  could be lost.  Moreover,  the option  writer and a
trader of Forward Contracts could lose amounts  substantially in excess of their
initial investments,  due to the margin and collateral  requirements  associated
with such positions.

         In  addition,  over-the-counter  transactions  can only be entered into
with a financial institution willing to take the opposite side, as principal, of
the Fund's position  unless the  institution  acts as broker and is able to find
another  counterparty willing to enter into the transaction with the Fund. Where
no such  counterparty  is  available,  it will not be  possible  to enter into a
desired transaction.

         Further, over-the-counter transactions are not subject to the guarantee
of an exchange clearinghouse, and the Fund will therefore be subject to the risk
of default by, or the  bankruptcy of, the financial  institution  serving as its
counterparty.  One or more of such  institutions  also may decide to discontinue
their role as  market-makers  in a  particular  currency  or  security,  thereby
restricting the Fund's ability to enter into desired hedging transactions.

         Options on  securities,  options on stock indices,  Futures  Contracts,
Options on Futures Contracts and options on foreign  currencies may be traded on
exchanges located in foreign  countries.  Such transactions may not be conducted
in the same manner as those entered into on U.S.  exchanges,  and may be subject
to different margin, exercise, settlement or expiration procedures. As a result,
many of the risks of over-the-counter  trading may be present in connection with
such transactions.

         Options on foreign currencies traded on national  securities  exchanges
are within the jurisdiction of the SEC, as are other  securities  traded on such
exchanges. As a result, many of the protections provided to traders on organized
exchanges  will be available with respect to such  transactions.  In particular,
all foreign  currency  option  positions  entered into on a national  securities
exchange are cleared and  guaranteed by the Options  Clearing  Corporation  (the
"OCC"), thereby reducing the risk of counterparty default.

         The purchase and sale of exchange-traded  foreign currency options,  is
subject to the risks regarding  adverse market  movements,  margining of options
written,  the nature of the foreign  currency market,  possible  intervention by
governmental authorities and the effects of other political and economic events.
In addition, exchange-traded options on foreign currencies involve certain risks
not  presented  by  the  over-the-counter  market.  For  example,  exercise  and
settlement of such options must be made  exclusively  through the OCC, which has
established  banking  relationships  in  applicable  foreign  countries for this
purpose.  As a result,  the OCC may, if it determines that foreign  governmental
restrictions or taxes would prevent the orderly  settlement of foreign  currency
option  exercises,  or would result in undue  burdens on the OCC or its clearing
member, impose special procedures on exercise and settlement,  such as technical
changes  in the  mechanics  of  delivery  of  currency,  the  fixing  of  dollar
settlement prices or prohibitions on exercise.

         Repurchase  Agreements.  The Fund may enter into repurchase  agreements
with  sellers  who are member  firms (or a  subsidiary  thereof) of the New York
Stock Exchange or members of the Federal  Reserve  System or recognized  primary
U.S.  Government  securities  dealers which the Sub-adviser has determined to be
creditworthy. The securities that the Fund purchases and holds through its agent
are U.S.  Government  securities.  The  repurchase  price may be higher than the
purchase price,  the difference  being income to the Fund, or the purchase price
may be the same,  with interest at a standard rate due to the Fund together with
the repurchase  price on  repurchase.  In either case, the income to the Fund is
unrelated to the interest rate on the Government securities.

         The Fund only enters into repurchase  agreements  after the Sub-adviser
has determined that the seller is  creditworthy,  and the  Sub-adviser  monitors
that  seller's  creditworthiness  on an  ongoing  basis.  Moreover,  under  such
agreements,  the value of the  securities  (which  are  marked  to market  every
business day) is required to be greater than the repurchase  price, and the Fund
has the right to make  margin  calls at any time if the value of the  securities
falls below the agreed upon amount of collateral.

         For an additional discussion of repurchase agreements,  see the Company
Prospectus under "Certain Risk Factors and Investment Methods."

         Restricted  Securities.  The Fund may purchase  securities that are not
registered under the Securities Act of 1933 ("restricted securities"), including
those that can be offered and sold to  "qualified  institutional  buyers"  under
Rule 144A under the 1933 Act  ("Rule  144A  securities")  and  commercial  paper
issued under Section 4(2) of the 1933 Act ("4(2) paper"). The Board of Directors
has  delegated  to  the  Sub-adviser  the  daily  function  of  determining  and
monitoring  the liquidity of Rule 144A  securities  and Section 4(2) paper.  The
Board,  however,   retains  oversight  of  the  liquidity  and  availability  of
information.   Subject  the  Fund's   limitation  on   investments  in  illiquid
investments,  the Fund may also invest in restricted  securities that may not be
sold under Rule 144A, which presents certain risks. In addition,  the Fund might
have to sell these  securities at less than fair value.  Market  quotations  for
these  securities  will be less readily  available.  Therefore,  judgment may at
times  play a  greater  role in  valuing  these  securities  than in the case of
unrestricted securities.  Additional information about restricted securities and
their risks is included in the Company's  prospectus under "Certain Risk factors
and Investment Methods."

         Short Sales Against The Box. The Fund may make short sales "against the
box." If the Fund enters  into a short sales  against the box, it is required to
segregate securities  equivalent in kind and amount to the securities sold short
(or securities convertible or exchangeable into such securities) and is required
to hold such securities while the short sale is outstanding. The Fund will incur
transaction costs, including interest, in connection with opening,  maintaining,
and closing  short sales  against the box.  For further  information  about this
practice,  please refer to the Company's  Prospectus under "Certain Risk Factors
and Investment Methods."

     Short  Term  Instruments.  The  Fund  may  hold  cash  and  invest  in cash
equivalents, such as short-term U.S. Government Securities, commercial paper and
bank instruments.

         Temporary  Defensive  Positions.   During  periods  of  unusual  market
conditions when the Sub-adviser  believes that investing for temporary defensive
purposes is appropriate,  or in order to meet anticipated redemption requests, a
large  portion  or  all of the  assets  of the  Fund  may be  invested  in  cash
(including foreign currency) or cash equivalents, including, but not limited to,
obligations of banks (including  certificates of deposit,  bankers  acceptances,
time deposits and repurchase  agreements),  commercial paper,  short-term notes,
U.S. Government securities and related repurchase agreements.

         Warrants. The Fund may invest in warrants. The strike price of warrants
typically  is much  lower  than  the  current  market  price  of the  underlying
securities,  yet they are  subject to similar  price  fluctuations,  in absolute
terms.  As a  result,  warrants  may  be  more  volatile  investments  than  the
underlying  securities and may offer greater potential for capital  appreciation
as well as capital loss.  Additional  information regarding warrants is included
in this  SAI and the  Company's  Prospectus  under  "Certain  Risk  factors  and
Investment Methods."

         "When-Issued"  Securities.  The  Fund  may  purchase  securities  on  a
"when-issued," "forward commitment," or "delayed delivery" basis. The commitment
to purchase a security  for which  payment  will be made on a future date may be
deemed a separate security.  While awaiting delivery of securities  purchased on
such basis, the Fund will identify liquid and  unencumbered  assets equal to its
forward delivery commitment.  For more information about when-issued securities,
please see this SAI under "Certain Risk Factors and Investment Methods."


ASAF INVESCO Equity Income Fund:

     Investment Objective:  The investment objective of the Fund is to seek high
current income while following sound investment practices.

Investment Policies:

         The  Fund  will  pursue  its  objective  by  investing  its  assets  in
securities  which will provide a  relatively  high-yield  and stable  return and
which,  over a period of years, may also provide capital  appreciation.  Capital
growth  potential is an additional  consideration  in the selection of portfolio
securities.  The Fund invests in common stocks, as well as convertible bonds and
preferred stocks.

         In pursuing its  investment  objective,  the Fund  normally  invests at
least 65% of its total assets in dividend paying common stocks. Up to 10% of the
Fund's  assets may be  invested  in equity  securities  that do not pay  regular
dividends.   The  remaining  assets  are  invested  in  other  income  producing
securities,  such as corporate  bonds.  Sometimes  warrants  are  acquired  when
offered with  income-producing  securities,  but the warrants are disposed of at
the first favorable  opportunity.  Acquiring  warrants  involves a risk that the
Fund will lose the  premium  it pays to  acquire  warrants  if the Fund does not
exercise  a warrant  before it  expires.  The major  portion  of the  investment
portfolio normally consists of common stocks,  convertible bonds and debentures,
and preferred stocks;  however,  there may also be substantial  holdings of debt
securities, including non-investment grade and unrated debt securities.

         Debt  Securities.  The debt  securities  in which the Fund  invests are
generally subject to two kinds of risk, credit risk and market risk. The ratings
given a debt  security  by  Moody's  and  Standard  & Poor's  ("S&P")  provide a
generally useful guide as to such credit risk. The lower the rating given a debt
security by such rating service, the greater the credit risk such rating service
perceives to exist with respect to such security.  Increasing the amount of Fund
assets invested in unrated or lower grade (Ba or less by Moody's,  BB or less by
S&P) debt  securities,  while  intended  to increase  the yield  produced by the
Fund's debt  securities,  will also increase the credit risk to which those debt
securities are subject.

         Lower-rated  debt  securities  and  non-rated  securities of comparable
quality  tend to be subject to wider  fluctuations  in yields and market  values
than higher  rated debt  securities  and may have  speculative  characteristics.
Although the Fund may invest in debt securities  assigned lower grade ratings by
S&P or Moody's,  the Fund's  investments  have  generally  been  limited to debt
securities  rated B or higher by either S&P or Moody's.  Debt  securities  rated
lower than B by either S&P or Moody's may be highly speculative. The Sub-advisor
intends to limit such  portfolio  investments to debt  securities  which are not
believed  by the  Sub-advisor  to be highly  speculative  and which are rated at
least CCC or Caa,  respectively,  by S&P or Moody's. In addition,  a significant
economic downturn or major increase in interest rates may well result in issuers
of lower-rated  debt securities  experiencing  increased  financial stress which
would  adversely  affect their ability to service  their  principal and interest
obligations,  to  meet  projected  business  goals,  and  to  obtain  additional
financing. While the Sub-advisor attempts to limit purchases of lower-rated debt
securities to securities  having an established  retail  secondary  market,  the
market for such  securities  may not be as liquid as the market for higher rated
debt  securities.  For an additional  discussion  of certain  risks  involved in
lower-rated  or unrated  securities,  see this SAI and the Company's  Prospectus
under "Certain Risk Factors and Investment Methods."

         Repurchase  Agreements.  As discussed in the Company's Prospectus,  the
Fund may enter into  repurchase  agreements  with  respect  to debt  instruments
eligible for  investment by the Fund,  with member banks of the Federal  Reserve
System, registered broker-dealers, and registered government securities dealers.
A repurchase  agreement may be considered a loan  collateralized  by securities.
The resale price  reflects an agreed upon interest rate effective for the period
the  instrument is held by the Fund and is unrelated to the interest rate on the
underlying  instrument.  In these  transactions,  the securities acquired by the
Fund  (including  accrued  interest  earned  thereon) must have a total value in
excess  of the value of the  repurchase  agreement,  and are held by the  Fund's
Custodian  Bank until  repurchased.  For an additional  discussion of repurchase
agreements and certain risks involved therein,  see this SAI under "Certain Risk
Factors and Investment Methods."

         The Directors of the Company have  promulgated  guidelines with respect
to repurchase agreements.

         Lending  Portfolio  Securities.  The Fund may  lend its  securities  to
qualified brokers, dealers, banks, or other financial institutions. While voting
rights may pass with the loaned securities,  if a material event (e.g., proposed
merger,  sale of assets,  or liquidation) is to occur affecting an investment on
loan, the loan must be called and the securities voted. Loans of securities made
by the Fund will  comply  with all  other  applicable  regulatory  requirements,
including the rules of the New York Stock Exchange and the  requirements  of the
Investment  Company  Act of 1940 and the Rules of the  Securities  and  Exchange
Commission thereunder.

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations are not "fundamental"  restrictions and may be changed by
the Directors of the Company without shareholder approval. The Fund will not:

     1.   Invest in  companies  for the  purpose  of  exercising  management  or
          control;

     2.   Purchase  securities  of open-end or closed-end  investment  companies
          except in compliance with the Investment Company Act of 1940;

     3.   Purchase securities on margin, except (i) for use of short-term credit
          necessary for clearance of purchases of portfolio  securities and (ii)
          the Fund may make margin deposits in connection with futures contracts
          or other permissible investments;

     4.   Effect short sales of securities; or

     5.   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 Directors of the Company,  or the
          Investment  Manager or the  Sub-advisor  acting  pursuant to authority
          delegated by the  Directors,  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 that rule, and
          therefore  that  such  securities  are not  subject  to the  foregoing
          limitation.


ASAF AMERICAN CENTURY STRATEGIC BALANED FUND:

     Investment  Objective:  The  investment  objective  of the  Fund is to seek
capital growth and current income.

Investment Policies:

         In general,  within the restrictions  outlined herein,  the Sub-advisor
has broad  powers with respect to  investing  funds or holding them  uninvested.
Investments are varied according to what is judged  advantageous  under changing
economic conditions.  It will be the policy of the Sub-advisor to retain maximum
flexibility in management without restrictive provisions as to the proportion of
one or another  class of securities  that may be held subject to the  investment
restrictions  described below. However, the Sub-advisor may invest the assets of
the Fund in varying amounts in other instruments and in senior securities,  such
as bonds,  debentures,  preferred  stocks and  convertible  issues,  when such a
course  is deemed  appropriate  in order to  attempt  to  attain  its  financial
objectives.  Senior  securities  that,  in the opinion of the  Sub-advisor,  are
high-grade issues may also be purchased for defensive purposes.

         The  above  statement  of  investment   policy  gives  the  Sub-advisor
authority to invest in securities  other than common stocks and traditional debt
and   convertible   issues.   The  Sub-advisor  may  invest  in  master  limited
partnerships (other than real estate  partnerships) and royalty trusts which are
traded on domestic stock exchanges when such investments are deemed  appropriate
for the attainment of the Fund's investment objectives.

         The  Sub-advisor  will invest  approximately  60% of the Fund in common
stocks and the balance in fixed income securities.  Common stock investments are
described  above.  The  fixed  income  assets  will  be  invested  primarily  in
investment grade  securities.  The Fund may invest up to 10% of its fixed income
assets in high yield securities. There are no credit or maturity restrictions on
the fixed income  securities  in which the high yield portion of the Fund may be
invested.  The Fund may invest in securities of the United States government and
its agencies and instrumentalities,  corporate, sovereign government, municipal,
mortgage-backed,  and other asset-backed securities. For purposes of determining
the  weighted  average  maturity of the fixed  income  portion of the Fund,  the
Sub-advisor  will use  weighted  average life as the measure of maturity for all
mortgage-backed  and  asset-backed  securities.  It can  be  expected  that  the
Sub-advisor  will  invest  from  time to  time  in  bonds  and  preferred  stock
convertible into common stock.

         Forward  Currency  Exchange  Contracts.  The Fund  conducts its foreign
currency exchange  transactions  either on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign  currency  exchange  market,  or through entering
into forward  foreign  currency  exchange  contracts to purchase or sell foreign
currencies.

         The Fund expects to use forward contracts under two circumstances:  (1)
when the  Sub-advisor  wishes to "lock in" the U.S.  dollar  price of a security
when the Fund is  purchasing  or  selling a  security  denominated  in a foreign
currency,  the Fund  would be able to enter  into a  forward  contract  to do so
("transaction  hedging"); (2) when the Sub-advisor believes that the currency of
a particular  foreign country may suffer a substantial  decline against the U.S.
dollar,  the Fund would be able to enter into a forward contract to sell foreign
currency for a fixed U.S. dollar amount  approximating  the value of some or all
of the Fund's securities either  denominated in, or whose value is tied to, such
foreign  currency  ("portfolio  hedging").  It is anticipated that the Fund will
enter into portfolio hedges much less frequently than transaction hedges.

         As to transactional  hedging, when the Fund enters into a trade for the
purchase  or sale of a security  denominated  in a foreign  currency,  it may be
desirable to establish (lock in) the U.S.  dollar cost or proceeds.  By entering
into  forward  contracts  in U.S.  dollars for the purchase or sale of a foreign
currency involved in an underlying security  transaction,  the Fund will be able
to protect  itself  against a possible loss between trade and  settlement  dates
resulting from the adverse change in the relationship between the U.S. dollar at
the subject foreign currency.

         Under  portfolio  hedging,  when  the  Sub-advisor  believes  that  the
currency of a particular  country may suffer a substantial  decline  relative to
the U.S.  dollar,  the Fund could  enter into a foreign  contract  to sell for a
fixed dollar amount the amount in foreign currencies  approximating the value of
some or all of its portfolio securities either denominated in, or whose value is
tied to, such foreign  currency.  The Fund will place cash or high-grade  liquid
securities in a separate  account with its custodian in an amount  sufficient to
cover its obligation under the contract.  If the value of the securities  placed
in the separate account  declines,  additional cash or securities will be placed
in the  account  on a daily  basis so that the value of the  account  equals the
amount of the Fund's  commitments  with respect to such contracts.  At any given
time,  no more than 10% of the Fund's  assets will be  committed to a segregated
account in connection with portfolio hedging transactions.

         The precise matching of forward  contracts in the amounts and values of
securities  involved  would not generally be possible since the future values of
such foreign  currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures.  Predicting  short-term  currency  market  movements is
extremely difficult, and the successful execution of short-term hedging strategy
is  highly  uncertain.  The  Sub-advisor  does not  intend  to enter  into  such
contracts  on a regular  basis.  Normally,  consideration  of the  prospect  for
currency parities will be incorporated into the long-term  investment  decisions
made  with  respect  to  overall   diversification   strategies.   However,  the
Sub-advisor believes that it is important to have flexibility to enter into such
forward  contracts  when it  determines  that the Fund 's best  interests may be
served.

         Generally,  the Fund will not enter into a forward contract with a term
of greater than one year. At the maturity of the forward contract,  the Fund may
either sell the portfolio security and make delivery of the foreign currency, or
it may retain the security and terminate  the  obligation to deliver the foreign
currency by purchasing an "offsetting"  forward  contract with the same currency
trader  obligating  the Fund to purchase,  on the same maturity  date,  the same
amount of the foreign currency.

         It is impossible  to forecast with absolute  precision the market value
of the Fund's securities at the expiration of the forward contract. Accordingly,
it may be necessary for the Fund to purchase  additional foreign currency on the
spot market (and bear the expense of such  purchase)  if the market value of the
security is less than the amount of foreign  currency  the Fund is  obligated to
deliver and if a decision is made to sell the security and make  delivery of the
foreign currency the Fund is obligated to deliver. For an additional  discussion
of forward currency exchange  contracts and certain risks involved therein,  see
this SAI and the Company's Prospectus under "Certain Risk Factors and Investment
Methods."

         Futures and Related Options. The Fund may enter into futures contracts,
options or options on futures contracts. The Fund may not, however, enter into a
futures transaction for speculative  purposes.  Generally,  futures transactions
will be used to:

     -    protect  against a decline in market  value of the  Fund's  securities
          (taking a short futures position), or

     -    protect against the risk of an increase in market value for securities
          in which  the Fund  generally  invests  at a time when the Fund is not
          fully-invested (taking a long futures position), or

     -    provide a  temporary  substitute  for the  purchase  of an  individual
          security that may be purchased in an orderly fashion.

Some futures and options  strategies,  such as selling futures,  buying puts and
writing calls, hedge the Fund's investments  against price  fluctuations.  Other
strategies,  such as buying  futures,  writing  puts and buying  calls,  tend to
increase market exposure. Unlike when the Fund purchases securities, no purchase
price for the underlying securities is paid by the Fund at the time it purchases
a futures contract.  When a futures contract is entered into, both the buyer and
seller of the  contract  are  required  to  deposit  with a  futures  commission
merchant  ("FCM") cash or  high-grade  debt  securities  in an amount equal to a
percentage of the contract's value, as set by the exchange on which the contract
is traded.  This amount is known as  "initial  margin" and is held by the Fund's
custodian  for the benefit of the FCM in the event of any default by the Fund in
the payment of any future obligations.

         The  value of a futures  contract  is  adjusted  daily to  reflect  the
fluctuation of the value of the underlying  securities.  This is a process known
as marking the contract to market. If the value of a party's position  declines,
that party is required to make additional "variation margin" payments to the FCM
to settle the change in value.  The party that has a gain is generally  entitled
to receive all or a portion of this amount.

         The Fund maintains from time to time a percentage of its assets in cash
or high-grade liquid securities to provide for redemptions or to hold for future
investment in securities consistent with the Fund's investment  objectives.  The
Fund may enter into index futures  contracts as an efficient means to expose the
Fund's cash position to the domestic  equity market.  The  Sub-advisor  believes
that the purchase of futures  contracts is an efficient  means to effectively be
fully invested in equity securities.

         The  principal  risks  generally  associated  with  the use of  futures
include:  (i)  the  possible  absence  of a  liquid  secondary  market  for  any
particular  instrument  may make it  difficult  or  impossible  to  close  out a
position when desired  (liquidity risk); (ii) the risk that the counter party to
the contract may fail to perform its  obligations  or the risk of  bankruptcy of
the FCM holding margin deposits  (counter-party  risk);  (iii) the risk that the
securities  to which the futures  contract  relates may go down in value (market
risk); and (iv) adverse price movements in the underlying  securities can result
in losses substantially  greater than the value of the Fund's investment in that
instrument  because  only a fraction  of a  contract's  value is  required to be
deposited as initial margin (leverage risk);  provided,  however,  that the Fund
may not purchase leveraged futures, so there is no leverage risk involved in the
Fund's use of futures.

         A liquid  secondary  market is necessary  to close out a contract.  The
Fund may seek to manage liquidity risk by investing in exchange-traded  futures.
Exchange-traded futures pose less risk that there will not be a liquid secondary
market  than   privately   negotiated   instruments.   Through  their   clearing
corporations, the futures exchanges guarantee the performance of the contracts.

         Futures contracts are generally settled within a day from the date they
are closed out,  as compared to three days for most types of equity  securities.
As a result,  futures contracts can provide more liquidity than an investment in
the actual  underlying  securities.  Nevertheless,  there is no assurance that a
liquid  secondary  market will exist for any particular  futures contract at any
particular time.  Liquidity may also be influenced by an exchange-imposed  daily
price fluctuation  limit,  which halts trading if a contract's price moves up or
down more than the established  limit on any given day. On volatile trading days
when the price fluctuation  limit is reached,  it may be impossible for the Fund
to enter into new  positions or close out existing  positions.  If the secondary
market for a futures contract is not liquid because of price fluctuation  limits
or otherwise, the Fund may not be able to promptly liquidate unfavorable futures
positions  and  potentially  could be  required  to  continue  to hold a futures
position  until  liquidity  in the market is  re-established.  As a result,  the
Fund's access to other assets held to cover its futures  positions also could be
impaired until liquidity in the market is re-established.

         The Fund manages  counter-party  risk by  investing in  exchange-traded
index  futures.  In the event of the  bankruptcy of the FCM that holds margin on
behalf of the Fund, the Fund may be entitled to the return of margin owed to the
Fund only in proportion to the amount received by the FCM's other customers. The
Sub-advisor will attempt to minimize the risk by monitoring the creditworthiness
of the FCMs with which the Fund does business.

         Portfolio  Securities  Lending.  In order to realize additional income,
the Fund may lend its portfolio securities to persons not affiliated with it and
who are deemed to be creditworthy by the Sub-advisor. Such loans must be secured
continuously  by cash  collateral  maintained on a current basis in an amount at
least equal to the market  value of the  securities  loaned,  or by  irrevocable
letters of credit.  During the existence of the loan,  the Fund must continue to
receive the  equivalent of the interest and dividends  paid by the issuer on the
securities  loaned and interest on the  investment of the  collateral.  The Fund
must have the right to call the loan and  obtain  the  securities  loaned at any
time on three days'  notice,  including the right to call the loan to enable the
Fund to vote the securities.  Such loans may not exceed  one-third of the Fund's
total assets taken at market.  Interest on loaned  securities may not exceed 10%
of the annual gross  income of the Fund  (without  offset for  realized  capital
gains).

         Investments in Companies with Limited Operating  History.  The Fund may
invest in the  securities  of  issuers  with  limiting  operating  history.  The
Sub-advisor  considers  an issuer to have a limited  operating  history  if that
issuer has a record of less than three years of continuous operation.

         Investments in securities of issuers with limited operating history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the Fund. In addition,  financial and other information  regarding such issuers,
when available, may be incomplete or inaccurate.

         The Fund  will not  invest  more  than 5% of its  total  assets  in the
securities  of  issuers  with  less than a  three-year  operating  history.  The
Sub-advisor   will   consider   periods   of  capital   formation,   incubation,
consolidation,  and research and development in determining whether a particular
issuer has a record of three years of continuous operation.

         Short Sales.  The Fund may engage in short sales if, at the time of the
short  sale,  the Fund owns or has the right to acquire  an equal  amount of the
security being sold short at no additional cost.

         In a short sale, the seller does not immediately deliver the securities
sold and is said to have a short  position in those  securities  until  delivery
occurs.  To make delivery to the  purchaser,  the executing  broker  borrows the
securities being sold short on behalf of the seller. While the short position is
maintained,  the seller  collateralizes its obligation to deliver the securities
sold  short in an  amount  equal  to the  proceeds  of the  short  sale  plus an
additional  margin amount  established  by the Board of Governors of the Federal
Reserve.  If the Fund engages in a short sale,  the  collateral  account will be
maintained by the Fund's custodian.  While the short sale is open, the Fund will
maintain in a segregated  custodial account an amount of securities  convertible
into, or  exchangeable  for, such equivalent  securities at no additional  cost.
These securities would constitute the Fund's long position.

         When the Fund makes a short sale as described  above, any future losses
in the Fund's long position  should be reduced by a gain in the short  position.
The  extent to which  such gains or losses are  reduced  would  depend  upon the
amount of the security  sold short  relative to the amount the Fund owns.  There
will be certain  additional  transaction  costs associated with short sales, but
the Fund will endeavor to offset these costs with income from the  investment of
the cash proceeds of short sales.

         Portfolio  Turnover.  The Sub-advisor will purchase and sell securities
without  regard  to  the  length  of  time  the  security  has  been  held  and,
accordingly,  it can be  expected  that the rate of  portfolio  turnover  may be
substantial.

         The  Sub-advisor  intends to  purchase a given  security  whenever  the
Sub-advisor  believes it will  contribute  to the stated  objective of the Fund,
even if the same  security  has only  recently  been sold.  The Fund will sell a
given  security,  no  matter  for how long or for how short a period it has been
held,  and no  matter  whether  the  sale  is at a  gain  or at a  loss,  if the
Sub-advisor  believes that it is not  fulfilling  its purpose,  either  because,
among other things,  it did not live up to the  Sub-advisor's  expectations,  or
because it may be replaced with another  security  holding greater  promise,  or
because it has  reached  its  optimum  potential,  or because of a change in the
circumstances  of a  particular  company  or  industry  or in  general  economic
conditions, or because of some combination of such reasons.

         When a general decline in security  prices is  anticipated,  the equity
portion of the Fund may decrease or eliminate  entirely its equity  position and
increase its cash position,  and when a rise in price levels is anticipated,  it
may increase its equity  position and decrease its cash  position.  However,  it
should be expected that the Fund will, under most circumstances,  be essentially
fully invested in equity securities.

         Since investment decisions are based on the anticipated contribution of
the  security  in  question  to the  Fund's  objectives,  the rate of  portfolio
turnover is  irrelevant  when the  Sub-advisor  believes a change is in order to
achieve those objectives,  and the Fund's annual portfolio  turnover rate cannot
be anticipated and may be  comparatively  high.  Since the Sub-advisor  does not
take portfolio  turnover rate into account in making investment  decisions,  (1)
the  Sub-advisor  has no  intention  of  accomplishing  any  particular  rate of
portfolio turnover, whether high or low, and (2) the portfolio turnover rates in
the past should not be considered as a representation of the rates which will be
attained in the future. For an additional discussion of portfolio turnover,  see
this SAI under  "Portfolio  Transactions"  and the  Company's  Prospectus  under
"Portfolio Turnover."

         Collateralized  Mortgage  Obligations.  The Fund may buy collateralized
mortgage   obligations   ("CMOs").   The  Fund  may  buy  CMOs  that  are:   (i)
collateralized  by pools of mortgages in which payment of principal and interest
of each  mortgage  is  guaranteed  by an agency or  instrumentality  of the U.S.
government;  (ii)  collateralized  by pools of  mortgages  in which  payment  of
principal  and  interest  are  guaranteed  by the issuer,  and the  guarantee is
collateralized by U.S. government  securities;  or (iii) securities in which the
proceeds  of the issue are  invested  in  mortgage  securities  and  payments of
principal   and  interest   are   supported  by  the  credit  of  an  agency  or
instrumentality of the U.S.  government.  For a discussion of CMOs and the risks
involved therein,  see the Company's  Prospectus under "Certain Risk Factors and
Investment Methods."

     Repurchase Agreements.  The Fund may enter into repurchase agreements.  The
Fund will limit repurchase  agreement  transactions to securities  issued by the
U.S. government, its agencies and instrumentalities. For a further discussion of
repurchase  agreements  and  the  risks  involved  therein,  see  the  Company's
Prospectus under "Certain Risk Factors and Investment Methods."

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations are not "fundamental"  restrictions and may be changed by
the Directors of the Company without shareholder approval. The Fund will not:

         1.       Invest more than 15% of its assets in illiquid investments; or

         2. 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 Fund may
make margin deposits in connection  with the use of any financial  instrument or
any transaction in securities permitted under its investment policies;

         3.       Invest for control or for management; or

         4. Invest in the  securities of other  investment  companies  except in
compliance  with the Investment  Company Act of 1940.  Duplicate fees may result
from such purchases.


ASAF Federated High Yield Bond Fund:

Investment  Objective:  The  investment  objective  of the Fund is to seek  high
current  income by investing  primarily in fixed  income  securities.  The fixed
income securities in which the Fund intends to invest are lower-rated  corporate
debt obligations.

Investment Policies:

         Corporate Debt Securities. The Fund invests primarily in corporate debt
securities.  The corporate debt  obligations in which the Fund intends to invest
are expected to be lower-rated. For a discussion of the special risks associated
with  lower-rated  securities,  see the Company's  Prospectus and this SAI under
"Certain Risk Factors and Investment  Methods."  Corporate  debt  obligations in
which the Fund invests may bear fixed,  floating,  floating and  contingent,  or
increasing  rates  of  interest.  They  may  involve  equity  features  such  as
conversion or exchange  rights,  warrants for the acquisition of common stock of
the same or a  different  issuer,  participations  based on  revenues,  sales or
profits,  or the purchase of common stock in a unit transaction (where corporate
debt securities and common stock are offered as a unit).

     U.S. Government  Obligations.  The types of U.S. government  obligations in
which the Fund may invest include, but are not limited to, direct obligations of
the  U.S.  Treasury  (such  as  U.S.  Treasury  bills,  notes,  and  bonds)  and
obligations   issued   or   guaranteed   by   U.S.    government   agencies   or
instrumentalities  (such  as the  Federal  Home  Loan  Banks,  Federal  National
Mortgage  Association,  Government National Mortgage  Association,  Federal Farm
Credit  Banks,  Tennessee  Valley  Authority,  Export-Import  Bank of the United
States,  Commodity  Credit  Corporation,  Federal  Financing Bank,  Student Loan
Marketing  Association,  Federal  Home Loan  Mortgage  Corporation,  or National
Credit Union Administration).  These securities may be backed by: the full faith
and credit of the U.S.  Treasury;  the  issuer's  right to borrow  from the U.S.
Treasury; the discretionary authority of the U.S. government to purchase certain
obligations  of  agencies or  instrumentalities;  or the credit of the agency or
instrumentality  issuing the  obligations.  For an additional  discussion of the
types of U.S.  government  obligations  in which  the Fund may  invest,  see the
Company's Prospectus under "Investment Programs of the Funds."

         Time and Savings Deposits and Bankers' Acceptances.  The Fund may enter
into time and savings  deposits  (including  certificates  of  deposit)  and may
purchase bankers' acceptances. The Fund may enter into time and savings deposits
(including  certificates  of  deposit)  in  commercial  or savings  banks  whose
deposits  are  insured  by the  Bank  Insurance  Fund  ("BIF"),  or the  Savings
Association Insurance Fund ("SAIF"), including certificates of deposit issued by
and other time deposits in foreign  branches of BIF-insured  banks. The Fund may
also purchase  bankers'  acceptances  issued by a BIF-insured bank, or issued by
the bank's  Edge Act  subsidiary  and  guaranteed  by the bank,  with  remaining
maturities of nine months or less. The total acceptances of any bank held by the
Fund cannot  exceed 0.25 of 1% of such bank's  total  deposits  according to the
bank's last published  statement of condition  preceding the date of acceptance;
and general  obligations  of any state,  territory,  or possession of the United
States, or their political subdivisions, so long as they are either (1) rated in
one of the four  highest  grades by  nationally  recognized  statistical  rating
organizations  or (2) issued by a public  housing  agency and backed by the full
faith and credit of the United States.

         Restricted Securities.  The Fund expects that any restricted securities
would be acquired either from  institutional  investors who originally  acquired
the  securities  in  private  placements  or  directly  from the  issuers of the
securities in private placements. Restricted securities are generally subject to
legal or contractual delays on resale. Restricted securities and securities that
are not  readily  marketable  may sell at a  discount  from the price they would
bring  if  freely  marketable.  For a  discussion  of  illiquid  and  restricted
securities  and certain risks  involved  therein,  see the Company's  Prospectus
under "Certain Risk Factors and Investment Methods."

         The Directors of the Company have  promulgated  guidelines with respect
to illiquid securities.

         When-Issued and Delayed  Delivery  Transactions.  The Fund may purchase
fixed-income securities on a when-issued or delayed delivery basis. The Fund may
engage in when-issued and delayed delivery  transactions only for the purpose of
acquiring portfolio  securities  consistent with the Fund's investment objective
and policies,  not for investment leverage.  These transactions are arrangements
in which the Fund purchases securities with payment and delivery scheduled for a
future time.  Settlement  dates may be a month or more after entering into these
transactions,  and the market values of the  securities  purchased may vary from
the purchase prices. These transactions are made to secure what is considered to
be an advantageous price and yield for the Fund.

         No fees or other expenses,  other than normal  transaction  costs,  are
incurred.  However, liquid assets of the Fund sufficient to make payment for the
securities to be purchased are  segregated at the trade date.  These  securities
are marked to market daily and will maintain  until the  transaction is settled.
For an  additional  discussion  of  when-issued  securities  and  certain  risks
involved  therein,  see this SAI under  "Certain  Risk  Factors  and  Investment
Methods."

         Repurchase  Agreements.  The Fund will  require its  custodian  to take
possession  of the  securities  subject  to  repurchase  agreements,  and  these
securities  will be marked to market  daily.  To the  extent  that the  original
seller does not repurchase the securities  from the Fund, the Fund could receive
less than the repurchase price on any sale of such securities. In the event that
such a defaulting seller filed for bankruptcy or became  insolvent,  disposition
of such securities by the Fund might be delayed  pending court action.  The Fund
believes that under the regular procedures normally in effect for custody of the
Fund's  portfolio  securities  subject  to  repurchase  agreements,  a court  of
competent  jurisdiction  would rule in favor of the Fund and allow  retention or
disposition  of such  securities.  The Fund  will  only  enter  into  repurchase
agreements  with  banks  and other  recognized  financial  institutions  such as
broker/dealers which are deemed by the Sub-advisor to be creditworthy,  pursuant
to guidelines  established  by the  Directors of the Company.  For an additional
discussion of repurchase  agreements and certain risks involved therein, see the
Company's Prospectus under "Certain Risk Factors and Investment Methods."

         Lending Portfolio  Securities.  In order to generate additional income,
the  Fund  may  lend  its  securities  to   brokers/dealers,   banks,  or  other
institutional  borrowers  of  securities.  The Fund  will only  enter  into loan
arrangements with  broker/dealers,  banks, or other  institutions that have been
determined  to be  creditworthy.  The  collateral  received  when the Fund lends
portfolio  securities  must be valued daily and,  should the market value of the
loaned securities increase,  the borrower must furnish additional  collateral to
the Fund.  During the time  portfolio  securities are on loan, the borrower pays
the Fund any dividends or interest paid on such securities. Loans are subject to
termination  at the  option  of the  Fund  or the  borrower.  The  Fund  may pay
reasonable  administrative  and custodial fees in connection with a loan and may
pay a negotiated  portion of the interest  earned on the cash or cash equivalent
collateral to the borrower or placing  broker.  The Fund does not have the right
to vote securities on loan, but would terminate the loan and regain the right to
vote if that were considered important with respect to the investment.

         Reverse  Repurchase  Agreements.  The Fund may also enter into  reverse
repurchase  agreements.  When effecting reverse  repurchase  agreements,  liquid
assets  of the Fund,  in a dollar  amount  sufficient  to make  payment  for the
obligations to be purchased,  are segregated at the trade date. These securities
are marked to market daily and are maintained  until the transaction is settled.
During the period any reverse repurchase agreements are outstanding, but only to
the extent necessary to ensure completion of the reverse repurchase  agreements,
the Fund will  restrict the purchase of  portfolio  instruments  to money market
instruments  maturing on or before the expiration date of the reverse repurchase
agreements.  For a discussion of reverse repurchase agreements and certain risks
involved therein,  see the Company's  Prospectus under "Certain Risk Factors and
Investment Methods."

         Portfolio Turnover.  The Fund may experience greater portfolio turnover
than would be  expected  with a portfolio  of  higher-rated  securities.  For an
additional  discussion  of  portfolio  turnover,  see this SAI under  "Portfolio
Transactions" and the Company's Prospectus under "Portfolio Turnover."

         Adverse  Legislation.  In 1989,  legislation  was enacted that required
federally  insured  savings and loan  associations  to divest their  holdings of
lower-rated  bonds by 1994. This  legislation  also created the Resolution Trust
Corporation (the "RTC"),  which disposed of a substantial portion of lower-rated
bonds held by failed savings and loan associations.  The reduction of the number
of  institutions  empowered  to purchase  and hold  lower-rated  bonds,  and the
divestiture  of bonds by these  institutions  and the RTC,  have had an  adverse
impact on the overall liquidity of the market for such bonds.  Federal and state
legislatures  and  regulators  have and may  continue  to  propose  new laws and
regulations  designed  to limit  the  number  or type of  institutions  that may
purchase lower-rated bonds, reduce the tax benefits to issuers of such bonds, or
otherwise  adversely impact the liquidity of such bonds. The Fund cannot predict
the likelihood that any of these  proposals will be adopted,  or their potential
impact on the liquidity of lower-rated bonds.

     Foreign  Securities.  For a  discussion  of  certain  risks  involved  with
investing in foreign securities,  including currency risks, see this SAI and the
Company's Prospectus under "Certain Risk Factors and Investment Methods."

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations are not  "fundamental"  restriction and may be changed by
the Directors of the Company without shareholder approval. The Fund will not:

         1.  Invest  more than 15% of the value of its net assets in  securities
that are not readily marketable,  including repurchase  agreements providing for
settlement in more than seven days after  notice.  The Directors of the Company,
or the  Investment  Manager or the  Sub-advisor  acting  pursuant  to  authority
delegated by the Directors, may determine that a readily available market exists
for  certain  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. Purchase securities of open-end or closed-end  investment  companies
except in compliance with the Investment Company Act of 1940;

         3.  Purchase any  securities  on margin but may obtain such  short-term
credits as may be necessary for the clearance of transactions;

     4.  Invest  more  than 10% of the  value of its  total  assets  in  foreign
securities which are not publicly traded in the United States;

         5. Make short sales of securities or maintain short positions,  unless:
during  the time the  short  position  is open,  it owns an equal  amount of the
securities  sold  or  securities   readily  and  freely   convertible   into  or
exchangeable, without payment of additional consideration, for securities of the
same issue as, and equal in amount to, the securities  sold short;  and not more
than 10% of the Fund's net assets (taken at current value) is held as collateral
for such sales at any one time; or

         6.  Purchase  securities  of a company  for the  purpose of  exercising
control or management.  However,  the Fund may invest in up to 10% of the voting
securities of any one issuer and may exercise its voting powers  consistent with
the best interests of the Fund. From time to time, the Fund, together with other
investment  companies  advised by subsidiaries or affiliates of the Sub-advisor,
may together buy and hold  substantial  amounts of a company's voting stock. All
such stock may be voted  together.  In some such  cases,  the Fund and the other
investment  companies  might  collectively be considered to be in control of the
company  in  which  they  have  invested.  In  some  cases,  directors,  agents,
employees,  officers,  or others  affiliated  with or acting  for the Fund,  the
Sub-advisor,   or  affiliated  companies  might  possibly  become  directors  of
companies in which the Fund holds stock.


ASAF Total Return Bond Fund:

Investment  Objective:  The  investment  objective  of the  Fund  is to  seek to
maximize total return,  consistent with preservation of capital. The Sub-advisor
will seek to employ  prudent  investment  management  techniques,  especially in
light of the broad range of investment instruments in which the Fund may invest.

Investment Policies:

         Borrowing.  The Fund may borrow for temporary  administrative purposes.
This borrowing may be unsecured. The Investment Company Act of 1940 requires the
Fund to maintain  continuous  asset  coverage  (that is, total assets  including
borrowings,  less  liabilities  exclusive of  borrowings)  of 300% of the amount
borrowed.  If the 300%  asset  coverage  should  decline  as a result  of market
fluctuations  or other  reasons,  the Fund may be  required  to sell some of its
holdings  within  three  days to  reduce  the debt and  restore  the 300%  asset
coverage, even though it may be disadvantageous from an investment standpoint to
sell  securities at that time.  Borrowing  will tend to exaggerate the effect on
net asset value of any  increase  or  decrease in the market  value of the Fund.
Money  borrowed  will be  subject  to  interest  costs  which  may or may not be
recovered by  appreciation  of the  securities  purchased.  The Fund also may be
required to maintain  minimum average balances in connection with such borrowing
or to pay a  commitment  or other fee to  maintain a line of  credit;  either of
these requirements would increase the cost of borrowing over the stated interest
rate.

         In addition to the above,  the Fund may enter into  reverse  repurchase
agreements and mortgage dollar rolls. A reverse  repurchase  agreement  involves
the  sale  of a  portfolio-eligible  security  by the  Fund,  coupled  with  its
agreement to  repurchase  the  instrument  at a specified  time and price.  In a
"dollar roll" transaction the Fund sells a mortgage-related  security (such as a
GNMA  security) to a dealer and  simultaneously  agrees to  repurchase a similar
security (but not the same security) in the future at a pre-determined  price. A
"dollar  roll"  can  be  viewed,  like  a  reverse  repurchase  agreement,  as a
collateralized  borrowing in which the Fund pledges a mortgage-related  security
to a dealer to obtain cash. Unlike in the case of reverse repurchase agreements,
the dealer  with which the Fund enters  into a dollar  roll  transaction  is not
obligated to return the same  securities as those  originally  sold by the Fund,
but only  securities  which  are  "substantially  identical."  To be  considered
"substantially  identical," the securities  returned to the Fund generally must:
(1) be collateralized by the same types of underlying  mortgages;  (2) be issued
by the same agency and be part of the same program;  (3) have a similar original
stated maturity; (4) have identical net coupon rates; (5) have similar maturity:
(4) have  identical  net coupon  rates;  (5) have  similar  market  yields  (and
therefore price); and (6) satisfy "good delivery" requirements, meaning that the
aggregate  principal amounts of the securities  delivered and received back must
be within 2.5% of the initial amount delivered.  The Fund's  obligations under a
dollar roll agreement must be covered by segregating cash or other liquid assets
equal in value to the securities subject to repurchase by the Fund.

         Both dollar roll and reverse  repurchase  agreements will be subject to
the Fund's limitations on borrowings,  which will restrict the aggregate of such
transactions  (plus any other borrowings) to 33 1/3% of the Fund's total assets.
Furthermore,  because dollar roll  transactions may be for terms ranging between
one and six  months,  dollar  roll  transactions  may be deemed  "illiquid"  and
subject to the Fund's overall limitations on investments in illiquid securities.

         Corporate Debt  Securities.  The Fund's  investments in U.S. dollar- or
foreign  currency-denominated  corporate debt  securities of domestic or foreign
issuers are limited to corporate debt securities  (corporate bonds,  debentures,
notes  and other  similar  corporate  debt  instruments,  including  convertible
securities)  which meet the minimum ratings criteria set forth for the Fund, or,
if unrated, are in the Sub-advisor's  opinion comparable in quality to corporate
debt securities in which the Fund may invest. In the event that ratings services
assign  different  ratings to the same security,  the Sub-advisor will determine
which rating it believes best reflects the  security's  quality and risk at that
time,  which may be the  higher of the  several  assigned  ratings.  The rate of
return or return of principal on some debt  obligations may be linked or indexed
to the level of exchange rates between the U.S. dollar and a foreign currency or
currencies.

         Among the corporate  bonds in which the Fund may invest are convertible
securities. A convertible security is a bond, debenture, note, or other security
that entitles the holder to acquire  common stock or other equity  securities of
the same or a different issuer. A convertible  security  generally  entitles the
holder to  receive  interest  paid or  accrued  until the  convertible  security
matures or is redeemed,  converted or exchanged. Before conversion,  convertible
securities  have  characteristics  similar to  nonconvertible  debt  securities.
Convertible  securities rank senior to common stock in a  corporation's  capital
structure  and,  therefore,  generally  entail less risk than the  corporation's
common stock, although the extent to which such risk is reduced depends in large
measure upon the degree to which the convertible  security sells above its value
as a fixed-income security.

         A  convertible  security may be subject to  redemption at the option of
the issuer at a predetermined  price. If a convertible security held by the Fund
is called  for  redemption,  the Fund will be  required  to permit the issuer to
redeem the security and convert it to underlying  common stock, or will sell the
convertible  security  to a third  party.  The Fund  generally  would  invest in
convertible  securities  for their  favorable  price  characteristics  and total
return potential and would normally not exercise an option to convert.

         Investments  in  securities  rated  below  investment  grade  that  are
eligible  for  purchase by the Fund (i.e.,  rated B or better by Moody's or S&P)
are  described  as  "speculative"  by  both  Moody's  and  S&P.   Investment  in
lower-rated  corporate  debt  securities  ("high  yield  securities")  generally
provides greater income and increased  opportunity for capital appreciation than
investments in higher quality securities, but they also typically entail greater
price  volatility and principal and income risk. These high yield securities are
regarded as high risk and predominantly speculative with respect to the issuer's
continuing ability to meet principal and interest payments. The market for these
securities is relatively new, and many of the outstanding  high yield securities
have not endured a major business recession. A long-term track record on default
rates,  such as that for investment  grade corporate  bonds,  does not exist for
this market. Analysis of the creditworthiness of issuers of debt securities that
are high  yield may be more  complex  than for  issuers of higher  quality  debt
securities.

         High yield,  high risk  securities  may be more  susceptible to real or
perceived adverse economic and competitive  industry  conditions than investment
grade securities.  The price of high yield securities have been found to be less
sensitive to interest-rate  adverse economic  downturns or individual  corporate
developments.  A  projection  of an  economic  downturn or of a period of rising
interest rates, for example, could cause a decline in high yield security prices
because the advent of a recession could lessen the ability of a highly leveraged
company to make principal and interest  payments on its debt  securities.  If an
issuer of high yield securities defaults,  in addition to risking payment of all
or a portion of interest and principal,  the Fund may incur additional  expenses
to seek recovery. In the case of high yield securities structured as zero-coupon
or pay-in-kind securities,  their market prices are affected to a greater extent
by interest rate changes, and therefore tend to be more volatile than securities
which pay interest periodically and in cash.

         The  secondary  market on which high yield,  high risk  securities  are
traded may be less  liquid  than the market for higher  grade  securities.  Less
liquidity in the secondary  trading market could  adversely  affect the price at
which the Fund could sell a high yield security,  and could adversely affect the
daily net asset value of the shares. Adverse publicity and investor perceptions,
whether  or not based on  fundamental  analysis,  may  decrease  the  values and
liquidity of high yield securities  especially in a thinly-traded  market.  When
secondary  markets for high yield securities are less liquid than the market for
higher  grade  securities,  it may be more  difficult  to value  the  securities
because such valuation may require more  research,  and elements of judgment may
play a greater role in the valuation  because there is less reliable,  objective
data available.  The Sub-advisor seeks to minimize the risks of investing in all
securities  through  diversification,  in-depth credit analysis and attention to
current developments in interest rates and market conditions.  For an additional
discussion of certain risks involved in lower-rated  debt  securities,  see this
SAI and the Company's  Prospectus  under  "Certain  Risk Factors and  Investment
Objectives."

         Participation on Creditors  Committees.  The Fund may from time to time
participate  on committees  formed by creditors to negotiate with the management
of  financially   troubled   issuers  of  securities  held  by  the  Fund.  Such
participation  may subject the Fund to expenses  such as legal fees and may make
the Fund an "insider" of the issuer for purposes of the federal securities laws,
and therefore may restrict the Fund's ability to trade in or acquire  additional
positions  in a particular  security  when it might  otherwise  desire to do so.
Participation  by the  Fund on such  committees  also  may  expose  the  Fund to
potential  liabilities under the federal bankruptcy laws or other laws governing
the  rights  of  creditors  and  debtors.  The  Fund  will  participate  on such
committees  only  when the  Sub-advisor  believes  that  such  participation  is
necessary or desirable to enforce the Fund's  rights as a creditor or to protect
the value of securities held by the Fund.

         Mortgage-Related  Securities.  The Fund may  invest in  mortgage-backed
securities. Mortgage-related securities are interests in pools of mortgage loans
made to residential  home buyers,  including  mortgage loans made by savings and
loan  institutions,  mortgage  bankers,  commercial  banks and others.  Pools of
mortgage  loans are  assembled  as  securities  for sale to investors by various
governmental,   government-related  and  private  organizations  (see  "Mortgage
Pass-Through Securities"). The Fund may also invest in debt securities which are
secured  with  collateral   consisting  of   mortgage-related   securities  (see
"Collateralized  Mortgage Obligations"),  and in other types of mortgage-related
securities.

         Interests  in pools of  mortgage-related  securities  differ from other
forms of debt  securities,  which  normally  provide  for  periodic  payment  of
interest in fixed amounts with principal  payments at maturity or specified call
dates.  Instead,  these  securities  provide a monthly payment which consists of
both  interest  and  principal  payments.   In  effect,  these  payments  are  a
"pass-through" of the monthly payments made by the individual borrowers on their
residential or commercial  mortgage loans, net of any fees paid to the issuer or
guarantor of such  securities.  Additional  payments are caused by repayments of
principal  resulting  from the sale of the underlying  property,  refinancing or
foreclosure,  net of fees or costs which may be incurred.  Some mortgage-related
securities  (such as  securities  issued  by the  Government  National  Mortgage
Association) are described as "modified  pass-through." These securities entitle
the holder to receive all interest and principal  payments owned on the mortgage
pool, net of certain fees, at the scheduled  payment dates regardless of whether
or not the mortgagor actually makes the payment.

         The principal governmental guarantor of mortgage-related  securities is
the Government National Mortgage  Association  ("GNMA").  GNMA is a wholly owned
United States Government  corporation within the Department of Housing and Urban
Development.  GNMA is authorized to guarantee, with the full faith and credit of
the United States  Government,  the timely  payment of principal and interest on
securities  issued by  institutions  approved  by GNMA (such as savings and loan
institutions,  commercial  banks and  mortgage  bankers)  and backed by pools of
FHA-insured or VA-guaranteed mortgages.

         Government-related  guarantors  (i.e., not backed by the full faith and
credit of the United States  Government)  include the Federal National  Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage  Corporation  ("FHLMC").
FNMA  is  a   government-sponsored   corporation   owned   entirely  by  private
stockholders.  It is subject to general  regulation  by the Secretary of Housing
and Urban  Development.  FNMA  purchases  conventional  (i.e.,  not  insured  or
guaranteed  by any  government  agency)  residential  mortgages  from a list  of
approved  seller/servicers  which include state and federally  chartered savings
and loan associations,  mutual savings banks, commercial banks and credit unions
and mortgage bankers. Pass-though securities issued by FNMA are guaranteed as to
timely  payment of principal and interest by FNMA but are not backed by the full
faith and credit of the United States Government.

         FHLMC was created by Congress in 1970 for the purpose of increasing the
availability   of   mortgage   credit   for   residential   housing.   It  is  a
government-sponsored  corporation formerly owned by the twelve Federal Home Loan
Banks and now owned entirely by private stockholders. FHLMC issues Participation
Certificates  ("PC's") which represent interests in conventional  mortgages from
FHLMC's national portfolio.  FHLMC guarantees the timely payment of interest and
ultimate  collection of principal,  but PCs are not backed by the full faith and
credit of the United States Government.

         Commercial  banks,  savings  and loan  institutions,  private  mortgage
insurance  companies,  mortgage  bankers and other secondary market issuers also
create  pass-though  pools of  conventional  residential  mortgage  loans.  Such
issuers may, in addition,  be the originators and/or servicers of the underlying
mortgage  loans as well as the  guarantors of the  mortgage-related  securities.
Pools created by such  nongovernmental  issuers generally offer a higher rate of
interest  than  government  and  government-related  pools  because there are no
direct or indirect  government  or agency  guarantees  of payments in the former
pools.  However,  timely payment of interest and principal of these pools may be
supported  by various  forms of insurance or  guarantees,  including  individual
loan, title, pool and hazard insurance and letters of credit.  The insurance and
guarantees  are  issued  by  governmental  entities,  private  insurers  and the
mortgage poolers.  Such insurance and guarantees and the creditworthiness of the
issuers  thereof will be considered in  determining  whether a  mortgage-related
security meets the Company's and the Trust's investment quality standards. There
can be no  assurance  that the  private  insurers or  guarantors  can meet their
obligations under the insurance policies or guarantee arrangements. The Fund may
buy  mortgage-related  securities without insurance or guarantees if, through an
examination of the loan experience and practices of the originator/servicers and
poolers,  the Sub-advisor  determines that the securities meet the Company's and
the  Trust's  quality  standards.  Although  the market for such  securities  is
becoming increasingly liquid, securities issued by certain private organizations
may not be  readily  marketable.  The Fund  will not  purchase  mortgage-related
securities or any other assets which in the  Sub-advisor's  opinion are illiquid
if, as a result,  more than 15% of the value of the Fund's  total assets will be
illiquid.

         Mortgage-backed  securities  that are issued or  guaranteed by the U.S.
Government,  its  agencies or  instrumentalities,  are not subject to the Fund's
industry  concentration  restrictions,  set forth in this SAI under "Fundamental
Investment Restrictions," by virtue of the exclusion from that test available to
all U.S. Government securities. In the case of privately issued mortgage-related
securities, the Fund takes the position that mortgage-related  securities do not
represent  interests in any particular  "industry" or group of  industries.  The
assets  underlying  such  securities  may be represented by a portfolio of first
lien  residential  mortgages  (including  both whole mortgage loans and mortgage
participation  interests)  or  portfolios  of mortgage  pass-through  securities
issued  or  guaranteed  by GNMA,  FNMA or FHLMC.  Mortgage  loans  underlying  a
mortgage-related  security may in turn be insured or  guaranteed  by the Federal
Housing  Administration  or the Department of Veterans  Affairs.  In the case of
private issue  mortgage-related  securities whose underlying  assets are neither
U.S. Government securities nor U.S. Government-insured  mortgages, to the extent
that  real  properties   securing  such  assets  may  be  located  in  the  same
geographical  region,  the  security may be subject to a greater risk of default
that other comparable securities in the event of adverse economic,  political or
business developments that may affect such region and ultimately, the ability of
residential  homeowners  to make  payments  of  principal  and  interest  on the
underlying mortgages.

                  Collateralized  Mortgage Obligations (CMOs). A CMO is a hybrid
between a mortgage-backed bond and a mortgage pass-through security.  Similar to
a bond,  interest and prepaid  principal is paid,  in most cases,  semiannually.
CMOs may be  collateralized  by whole  mortgage  loans,  but are more  typically
collateralized by portfolios of mortgage  pass-through  securities guaranteed by
GNMA, FHLMC, or FNMA, and their income streams.

                  CMOs are  structured  into  multiple  classes,  each bearing a
different stated maturity. Actual maturity and average life will depend upon the
prepayment  experience  of the  collateral.  CMOs provide for a modified form of
call protection through a de facto breakdown of the underlying pool of mortgages
according  to how  quickly the loans are repaid.  Monthly  payment of  principal
received from the pool of underlying mortgages,  including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity  classes  receive  principal only after the first class has been
retired.  An investor is partially  guarded against a sooner than desired return
or principal because of the sequential payments.

                  In a typical CMO transaction,  a corporation ("issuer") issues
multiple series (e.g., A, B, C, Z) of the CMO bonds  ("Bonds").  Proceeds of the
Bond  offering  are  used  to  purchase   mortgages  or  mortgage   pass-through
certificates ("Collateral").  The Collateral is pledged to a third party trustee
as security for the Bonds.  Principal and interest  payments from the Collateral
are used to pay principal on the Bonds in the order A, B, C, Z. The Series A, B,
and C Bonds all bear current interest.  Interest on the Series Z Bond is accrued
and added to  principal  and a like amount is paid as principal on the Series A,
B, or C Bond  currently  being  paid off.  When the Series A, B, and C Bonds are
paid in full,  interest  and  principal  on the Series Z Bond  begins to be paid
currently.  With  some  CMOs,  the  issuer  serves as a  conduit  to allow  loan
originators  (primarily  builders  or savings and loan  associations)  to borrow
against their loan portfolios.

                  FHLMC Collateralized Mortgage Obligations. FHLMC CMOs are debt
obligations of FHLMC issued in multiple classes having different  maturity dates
which  are  secured  by the  pledge  of a pool of  conventional  mortgage  loans
purchased by FHLMC.  Unlike FHLMC PCs, payments of principal and interest on the
CMOs are made  semiannually,  as opposed  to  monthly.  The amount of  principal
payable on each semiannual payment date is determined in accordance with FHLMC's
mandatory sinking fund schedule,  which, in turn, is equal to approximately 100%
of FHA  prepayment  experience  applied to the  mortgage  collateral  pool.  All
sinking  fund  payments  in the  CMOs are  allocated  to the  retirement  of the
individual classes of bonds in the order of their stated maturities.  Payment of
principal on the mortgage loans in the  collateral  pool in excess of the amount
of FHLMC's  minimum sinking fund obligation for any payment date are paid to the
holders  of the  CMOs  as  additional  sinking  fund  payments.  Because  of the
"pass-through"  nature of all principal payments received on the collateral pool
in  excess  of  FHLMC's  minimum  sinking  fund  requirement,  the rate at which
principal of the CMOs is actually repaid is likely to be such that each class of
bonds will be retired in advance of its scheduled maturity date.

                  If  collection  of principal  (including  prepayments)  on the
mortgage  loans during any  semiannual  payment period is not sufficient to meet
FHLMC's  minimum  sinking fund obligation on the next sinking fund payment date,
FHLMC agrees to make up the deficiency from its general funds.

                  Criteria for the mortgage  loans in the pool backing the FHLMC
CMOs are  identical  to those of FHLMC  PCs.  FHLMC has the right to  substitute
collateral  in the event of  delinquencies  and/or  defaults.  For an additional
discussion of mortgage-backed securities and certain risks involved therein, see
this SAI and the Company's Prospectus under "Certain Risk Factors and Investment
Methods."

                  Other  Mortgage-Related   Securities.  Other  mortgage-related
securities  include securities other than those described above that directly or
indirectly  represent a  participation  in, or are secured by and payable  from,
mortgage   loans  on  real   property,   including  CMO  residuals  or  stripped
mortgage-backed  securities.  Other mortgage-related securities may be equity or
debt securities issued by agencies or  instrumentalities  of the U.S. Government
or by private originators of, or investors in, mortgage loans, including savings
and  loan  associations,   homebuilders,   mortgage  banks,   commercial  banks,
investment  banks,  partnerships,  trusts and  special  purpose  entities of the
foregoing.

                  CMO   Residuals.   CMO  residuals  are   derivative   mortgage
securities issued by agencies or  instrumentalities of the U.S. Government or by
private  originators of, or investors in, mortgage loans,  including savings and
loan associations,  homebuilders,  mortgage banks,  commercial banks, investment
banks and special purpose entities of the foregoing.

                  The cash flow  generated by the mortgage  assets  underlying a
series of CMOs is applied  first to make  required  payments  of  principal  and
interest  on the CMOs and second to pay the related  administrative  expenses of
the issuer. The residual in a CMO structure generally represents the interest in
any excess cash flow remaining after making the foregoing payments. Each payment
of such  excess cash flow to a holder of the  related  CMO  residual  represents
income and/or a return of capital.  The amount of residual  cash flow  resulting
from a CMO will  depend on,  among  other  things,  the  characteristics  of the
mortgage  assets,  the  coupon  rate of each class of CMO,  prevailing  interest
rates, the amount of  administrative  expenses and the prepayment  experience on
the mortgage  assets.  In particular,  the yield to maturity on CMO residuals is
extremely sensitive to prepayments on the related underlying mortgage assets, in
the same manner as an  interest-only  ("IO")  class of stripped  mortgage-backed
securities.  See "Other Mortgage-Related  Securities -- Stripped Mortgage-Backed
Securities."  In  addition,  if a series of a CMO  includes  a class  that bears
interest  at an  adjustable  rate,  the yield to  maturity  on the  related  CMO
residual  will also be extremely  sensitive to changes in the level of the index
upon which interest rate  adjustments are based. As described below with respect
to stripped  mortgage-backed  securities,  in certain circumstances the Fund may
fail to recoup fully its initial investment in a CMO residual.

                  CMO   residuals   are   generally   purchased   and   sold  by
institutional  investors  through  several  investment  banking  firms acting as
brokers or dealers. The CMO residual market has only very recently developed and
CMO residuals  currently  may not have the  liquidity of other more  established
securities trading in other markets. Transactions in CMO residuals are generally
completed only after careful review of the  characteristics of the securities in
question. In addition, CMO residuals may or, pursuant to an exemption therefrom,
may not have been registered  under the Securities Act of 1933, as amended.  CMO
residuals,  whether or not registered  under such Act, may be subject to certain
restrictions on transferability, and may be deemed "illiquid" and subject to the
Fund's limitations on investment in illiquid securities.

                  Stripped Mortgage-Backed Securities.  Stripped mortgage-backed
securities ("SMBS") are derivative multi-class mortgage securities.  SMBS may be
issued by agencies or instrumentalities  of the U.S.  Government,  or by private
originators  of, or investors in,  mortgage  loans,  including  savings and loan
associations,  mortgage banks,  commercial  banks,  investment banks and special
purpose entities of the foregoing.

                  SMBS are  usually  structured  with two classes  that  receive
different  proportions of the interest and principal  distributions on a pool of
mortgage assets. A common type of SMBS will have one class receiving some of the
interest and most of the  principal  from the mortgage  assets,  which the other
class will receive most of the interest and the remainder of the  principal.  In
the most  extreme  case,  one class will  receive  all of the  interest  (the IO
class),   while  the  other  class  will  receive  all  of  the  principal  (the
principal-only or "PO" class). The yield to maturity on an IO class is extremely
sensitive  to the rate of  principal  payments  (including  prepayments)  on the
related  underlying  mortgage assets, and a rapid rate of principal payments may
have a  material  adverse  effect on the  Fund's  yield to  maturity  from these
securities.   If  the  underlying   mortgage  assets  experience   greater  than
anticipated  prepayments  of  principal,  the Fund may fail to fully  recoup its
initial  investment  in these  securities  even if the security is in one of the
highest rating categories.

                  Although  SMBS  are   purchased  and  sold  by   institutional
investors through several investment banking firms acting as brokers or dealers,
these securities were only recently developed. As a result,  established trading
markets have not yet developed and, accordingly,  these securities may be deemed
"illiquid"  and  subject to the Fund's  limitations  on  investment  in illiquid
securities.

                  Other  Asset-Backed  Securities.  Similarly,  the  Sub-advisor
expects that other asset-backed securities (unrelated to mortgage loans) will be
offered to investors in the future. Several types of asset-backed securities may
be offered to investors,  including Certificates for Automobile Receivables. For
a discussion of automobile receivables, see this SAI under "Certain Risk Factors
and Investment  Methods."  Consistent with the Fund's investment  objectives and
policies,  the  Sub-advisor  also  may  invest  in other  types of  asset-backed
securities.

         Foreign  Securities.  The Fund may  invest in U.S.  dollar-  or foreign
currency-denominated  corporate debt  securities of foreign  issuers  (including
preferred or preference  stock),  certain  foreign bank  obligations  (see "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. The Fund may invest up to 20%
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
Fund may  invest  up to 10% of its  assets in  securities  of  issuers  based in
emerging  market  countries.  Investing  in the  securities  of foreign  issuers
involves  special  risks  and  considerations  not  typically   associated  with
investing in U.S.  companies.  For a  discussion  of certain  risks  involved in
foreign investments in general, and the special risks of investing in developing
countries, see this SAI and the Company's Prospectus under "Certain Risk Factors
and Investment Methods."

         The Fund  also may  purchase  and sell  foreign  currency  options  and
foreign  currency  futures  contracts  and  related  options  (see  ""Derivative
Instruments"),  and enter into forward foreign  currency  exchange  contracts in
order to protect  against  uncertainty in the level of future  foreign  exchange
rates in the purchase and sale of securities.

         A forward foreign currency  contract involves an obligation to purchase
or sell a specific  currency at a future date,  which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the tine of the contract.  These  contracts may be bought or sold to protect the
Fund  against  a  possible  loss   resulting  from  an  adverse  change  in  the
relationship  between  foreign  currencies  and the U.S.  dollar or, to increase
exposure to a particular  foreign currency.  Open positions in forward contracts
are  covered  by the  segregation  with the Fund's  custodian  of cash or liquid
assets and are marked to market daily.  Although such  contracts are intended to
minimize  the  risk  of  loss  due to a  decline  on  the  value  of the  hedged
currencies,  at the same time, they tend to limit any potential gain which might
result should the value of such currencies increase.

         Brady  Bonds.  The Fund may  invest  in Brady  Bonds.  Brady  Bonds are
securities  created  through the exchange of existing  commercial  bank loans to
sovereign  entities for new obligations in connection  with debt  restructurings
under a debt  restructuring  plan  introduced  by former U.S.  Secretary  of the
Treasury,  Nicholas F. Brady (the "Brady Plan").  Brady Plan debt restructurings
have been implemented in a number of countries, including in Argentina, Bolivia,
Bulgaria,  Costa Rica, the Dominican Republic,  Ecuador,  Jordan, Mexico, Niger,
Nigeria, the Philippines,  Poland, Uruguay, and Venezuela.  In addition,  Brazil
has  concluded a  Brady-like  plan.  It is expected  that other  countries  will
undertake a Brady Plan in the future.

         Brady Bonds have been issued only recently, and accordingly do not have
a long payment history.  Brady Bonds may be collateralized or  uncollateralized,
are issued in various  currencies  (primarily the U.S.  dollar) and are actively
traded  in  the  over-the-counter  secondary  market.  U.S.  dollar-denominated,
collateralized  Brady Bonds,  which may be fixed rate par bonds or floating rate
discount  bonds,  are generally  collateralized  in full as to principal by U.S.
Treasury zero-coupon bonds having the same maturity as the Brady Bonds. Interest
payments on these  Brady Bonds  generally  are  collateralized  on a one-year or
longer  rolling-forward  basis by cash or  securities  in an amount that, in the
case of fixed rate bonds, is equal to at least one year of interest payments or,
in the case of floating  rate bonds,  initially  is equal to at least one year's
interest  payments  based on the  applicable  interest  rate at that time and is
adjusted at regular  intervals  thereafter.  Certain Brady Bonds are entitled to
"value recovery payments" in certain  circumstances,  which in effect constitute
supplemental interest payments but generally are not collateralized. Brady Bonds
are  often  viewed  as  having  three  or  four  valuation  components:  (i) the
collateralized repayment of principal at final maturity; (ii) the collateralized
interest payments;  (iii) the uncollateralized  interest payments;  and (iv) any
uncollateralized  repayment  of principal  at maturity  (these  uncollateralized
amounts constitute the "residual risk").

         Most Mexican  Brady Bonds issued to date have  principal  repayments at
final maturity  fully  collateralized  by U.S.  Treasury  zero-coupon  bonds (or
comparable  collateral  denominated  in other  currencies)  and interest  coupon
payments  collateralized on an 18-month  rolling-forward  basis by funds held in
escrow by an agent for the bondholders.  A significant portion of the Venezuelan
Brady  Bonds  and the  Argentine  Brady  Bonds  issued  to date  have  principal
repayments at final maturity  collateralized by U.S. Treasury  zero-coupon bonds
(or comparable  collateral  denominated  in other  currencies)  and/or  interest
coupon  payments  collateralized  on a 14-month (for Venezuela) or 12-month (for
Argentina)  rolling-forward basis by securities held by the Federal Reserve Bank
of New York as collateral agent.

         Brady Bonds involve  various risk factors  including  residual risk and
the  history of defaults  with  respect to  commercial  bank loans by public and
private  entities of countries  issuing  Brady Bonds.  There can be no assurance
that  Brady  Bonds  in  which  the  Fund  may  invest  will  not be  subject  to
restructuring  arrangements  or to requests for new credit,  which may cause the
Fund to suffer a loss of interest or principal on any of its holdings.

         Bank  Obligations.  Bank  obligations in which the Funds invest include
certificates  of  deposit,  bankers'  acceptances,   and  fixed  time  deposits.
Certificates  of  deposit  are  negotiable  certificates  issued  against  funds
deposited  in a  commercial  bank for a  definite  period of time and  earning a
specified  return.  Bankers'  acceptances  are  negotiable  drafts  or  bills of
exchange,  normally  drawn  by an  importer  or  exporter  to pay  for  specific
merchandise,  which are "accepted" by a bank,  meaning, in effect, that the bank
unconditionally  agrees to pay the face  value of the  instrument  on  maturity.
Fixed time deposits are bank  obligations  payable at a stated maturity date and
bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand
by the investor,  but may be subject to early  withdrawal  penalties  which vary
depending upon market  conditions and the remaining  maturity of the obligation.
There are no  contractual  restrictions  on the right to  transfer a  beneficial
interest in a fixed time deposit to a third party,  although  there is no market
for such deposits. The Fund will not invest in fixed time deposits which (1) are
not  subject  to  prepayment  or  (2)  provide  for  withdrawal  penalties  upon
prepayment (other than overnight  deposits) if, in the aggregate,  more than 15%
of its assets would be invested in such deposits, repurchase agreements maturing
in more than seven days and other illiquid assets.

         The Fund will limit its  investments in United States bank  obligations
to obligations of United States bank  (including  foreign  branches)  which have
more than $1 billion in total assets at the time of investment and are member of
the Federal Reserve  System,  are examined by the Comptroller of the Currency or
whose deposits are insured by the Federal  Deposit  Insurance  Corporation.  The
Fund also may invest in certificates of deposit of savings and loan associations
(federally  or state  chartered and  federally  insured)  having total assets in
excess $1 billion.

         The Fund will limit its  investments  in foreign  bank  obligations  to
United States  dollar- or foreign  currency-denominated  obligations  of foreign
banks  (including  United States branches of foreign banks) which at the time of
investment  (i)  have  more  than  $10  billion,  or  the  equivalent  in  other
currencies,  in total  assets;  (ii) in terms of assets are among the 75 largest
foreign  banks in the world;  (iii) have branches or agencies  (limited  purpose
offices which do not offer all banking services) in the United States;  and (iv)
in the opinion of the Sub-advisor,  are of an investment  quality  comparable to
obligations of United States banks in which the Fund may invest.  Subject to the
Fund's  limitation  on  concentration  of no more than 25% of its  assets in the
securities  of issuers in  particular  industry,  there is no  limitation on the
amount of the Fund's  assets  which may be  invested in  obligations  of foreign
banks which meet the conditions set forth herein.

         Obligations  of foreign banks  involve  somewhat  different  investment
risks than those  affecting  obligations  of United States banks,  including the
possibilities that their liquidity could be impaired because of future political
and economic  developments,  that their  obligations may be less marketable than
comparable obligations of United States banks, that a foreign jurisdiction might
impose withholding taxes on interest income payable on those  obligations,  that
foreign  deposits  may be  seized or  nationalized,  that  foreign  governmental
restrictions  such as exchange  controls  may be adopted  which might  adversely
affect the payment of principal and interest on those  obligations  and that the
selection of those  obligations may be more difficult  because there may be less
publicly  available  information  concerning  foreign  banks or the  accounting,
auditing  and  financial   reporting   standards,   practices  and  requirements
applicable  to foreign  banks may differ from those  applicable to United States
banks.  Foreign banks are not  generally  subject to  examination  by any United
States Government agency or instrumentality.

         Derivative Instruments.  In pursuing its individual objective, the Fund
may, as described in the  Company's  Prospectus,  purchase and sell (write) both
put options and call  options on  securities,  securities  indices,  and foreign
currencies,  and enter into interest  rate,  foreign  currency and index futures
contracts  and  purchase and sell  options on such  futures  contracts  ("future
options")  for hedging  purposes.  The Fund also may enter into swap  agreements
with respect to foreign currencies, interest rates and indices of securities. If
other types of financial instruments,  including other types of options, futures
contracts,  or futures  options are traded in the future,  the Fund may also use
those  instruments,  provided that the Directors of the Company  determine  that
their use is consistent with the Fund's investment objective,  and provided that
their use is  consistent  with  restrictions  applicable  to options and futures
contracts  currently  eligible for use by the Trust (i.e.,  that written call or
put options will be "covered" or "secured" and that futures and futures  options
will be used only for hedging purposes).

         Options on Securities and Indices.  The Fund may purchase and sell both
put and call  options on debt or other  securities  or  indices in  standardized
contracts traded on foreign or national securities  exchanges,  boards of trade,
or  similar   entities,   or  quoted  on  NASDAQ  or  on  a  regulated   foreign
over-the-counter  market,  and agreements  sometimes called cash puts, which may
accompany the purchase of a new issue of bonds from a dealer.

         The Fund will  write  call  options  and put  options  only if they are
"covered."  In the case of a call option on a security,  the option is "covered"
if the Fund  owns  the  security  underlying  the  call or has an  absolute  and
immediate right to acquire that security without  additional cash  consideration
(or, if additional cash  consideration is required,  cash or cash equivalents in
such amount are  segregated  by the Fund) upon  conversion  or exchange of other
securities  held by the  Fund.  For a call  option on an  index,  the  option is
covered if the Fund maintains with its custodian cash or cash equivalents  equal
to the contract value. A call option is also covered if the Fund holds a call on
the same security or index as the call written  where the exercise  price of the
call held is (i) equal to or less than the exercise  price of the call  written,
or (ii) greater than the exercise price of the call written,  provided that cash
or cash  equivalents in the amount of the difference are segregated by the Fund.
A put option on a security or an index is "covered" if the Fund  segregates cash
or cash equivalents equal to the exercise price. A put option is also covered if
the Fund holds a put on the same  security or index as the put written where the
exercise  price of the put held is (i)  equal to or  greater  than the  exercise
price  of the put  written,  or (ii)  less  than the  exercise  price of the put
written,  provided that cash or cash equivalents in the amount of the difference
are segregated by the Fund.

         If an option  written by the Fund expires,  the Fund realizes a capital
gain equal to the  premium  received at the time the option was  written.  If an
option  purchased by the Fund expires  unexercised,  the Fund realizes a capital
loss equal to the premium paid.

         Prior to the earlier of exercise or expiration, an option may be closed
out by an  offsetting  purchase or sale of an option of the same  series  (type,
exchange,  underlying security or index, exercise price, and expiration).  There
can be no assurance, however, that a closing purchase or sale transaction can be
effected when the Fund desires.

         The  Fund  will  realize  a  capital  gain  from  a  closing   purchase
transaction if the cost of the closing option is less than the premium  received
from writing the option, or if it is more, the Fund will realize a capital loss.
If the premium received from a closing sale transaction is more than the premium
paid to purchase  the option,  the Fund will realize a capital gain or, if it is
less, the Fund will realize a capital loss. The principal  factors affecting the
market  value of a put or a call  option  include  supply and  demand,  interest
rates, the current market price of the underlying  security or index in relation
to the exercise price of the option,  the volatility of the underlying  security
or index, and the time remaining until the expiration date.

         The premium  paid for a put or call option  purchased by the Fund is an
asset of the Fund.  The  premium  received  for a option  written by the Fund is
recorded as a deferred  credit.  The value of an option  purchased or written is
marked to market  daily and is valued at the  closing  price on the  exchange on
which it is traded  or, if not  traded on an  exchange  or no  closing  price is
available,  at the mean between the last bid and asked prices.  For a discussion
of certain risks involved in options,  see this SAI and the Company's Prospectus
under "Certain Risk Factors and Investment Methods."

         Foreign Currency Options. The Fund may buy or sell put and call options
on foreign currencies either on exchanges or in the  over-the-counter  market. A
put option on a foreign  currency gives the purchaser of the option the right to
sell a foreign currency at the exercise price until the option expires. Currency
options  traded on U.S. or other  exchanges  may be subject to  position  limits
which may limit the ability of the Fund to reduce  foreign  currency  risk using
such options.  Over-the-counter  options differ from traded options in that they
are two-party  contracts with price and other terms negotiated between buyer and
seller,  and generally do not have as much market  liquidity as  exchange-traded
options.

         Futures  Contracts and Options on Futures  Contracts.  The Fund may use
interest rate, foreign currency or index futures contracts,  as specified in the
Company's  Prospectus.  An interest  rate,  foreign  currency  or index  futures
contract provides for the future sale by one party and purchase by another party
of a specified quantity of a financial instrument,  foreign currency or the cash
value of an index at a specified price and time. A futures  contract on an index
is an agreement  pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the difference  between the value of the index at the
close of the last  trading day of the  contract and the price at which the index
contract  was  originally  written.  Although  the value of an index  might be a
function of the value of certain specified  securities,  no physical delivery of
these securities is made.

         The Fund may purchase and write call and put futures  options.  Futures
options  possess many of the same  characteristics  as options on securities and
indices  (discussed  above).  A futures  option  gives the holder the right,  in
return for the premium paid, to assume a long position  (call) or short position
(put) in a futures contract at a specified exercise price at any time during the
period of the option. Upon exercise of a call option, the holder acquires a long
position in the futures  contract and the writer is assigned the opposite  short
position. In the case of a put option, the opposite is true.

         To  comply  with  applicable  rules of the  Commodity  Futures  Trading
Commission  under which the Company and the Fund avoid being deemed a "commodity
pool" or a "commodity  pool  operator," the Fund intends  generally to limit its
use  of  futures   contracts   and  futures   options  to  "bona  fide  hedging"
transactions, as such term is defined in applicable regulations, interpretations
and practice. For example, the Fund might use futures contracts to hedge against
anticipated  changes in interest  rates that might  adversely  affect either the
value of the Fund's  securities  or the price of the  securities  which the Fund
intends to purchase.  The Fund's hedging activities may include sales of futures
contracts  as an offset  against  the effect or expected  increases  in interest
rates,  and  purchases of futures  contracts as an offset  against the effect of
expected declines in interest rates.  Although other techniques could be used to
reduce the Fund's exposure to interest rate  fluctuations,  the Fund may be able
to hedge its  exposure  more  effectively  and  perhaps at a lower cost by using
futures contracts and futures options.

         The Fund will only enter into  futures  contracts  and futures  options
which are standardized and traded on a U.S. or foreign exchange, board of trade,
or similar entity, or quoted on an automated quotation system.

         When a purchase or sale of a futures  contract is made by the Fund, the
Fund is required to deposit with its custodian (or broker, if legally permitted)
a specified amount of cash or U.S. Government securities ("initial margin"). The
margin  required  for a futures  contract  is set by the  exchange  on which the
contract  is traded and may be  modified  during the term of the  contract.  The
initial  margin is in the nature of a performance  bond or good faith deposit on
the  futures  contract  which is returned  to the Fund upon  termination  of the
contract,  assuming all contractual  obligations  have been satisfied.  The Fund
expects  to earn  interest  income on its  initial  margin  deposits.  A futures
contract  held by the Fund is valued daily at the official  settlement  price of
the  exchange on which it is traded.  Each day the Fund pays or  receives  cash,
called  "variation  margin,"  equal to the daily  change in value of the futures
contract.  This process is known as "marking to market."  Variation  margin does
not  represent  a  borrowing  or loan by the Fund but is  instead  a  settlement
between  the Fund and the  broker of the  amount  one would owe the other if the
futures contract expired. In computing daily net asset value, the Fund will mark
to market its open futures positions.

         The Fund is also  required to deposit and maintain  margin with respect
to put and call options on futures contracts written by it. Such margin deposits
will vary  depending on the nature of the underlying  futures  contract (and the
related  initial margin  requirements),  the current market value of the option,
and other futures positions held by the Fund.

         Although some futures  contracts call for making or taking  delivery of
the underlying  securities,  generally these obligations are closed out prior to
delivery by offsetting  purchases or sales of matching  futures  contracts (same
exchange,  underlying  security or index, and delivery month).  If an offsetting
purchase price is less than the original sale price, the Fund realizes a capital
gain,  or if it is more,  the Fund realizes a capital  loss.  Conversely,  if an
offsetting  sale  price  is more  than the  original  purchase  price,  the Fund
realizes a capital gain, or if it is less, the Fund realizes a capital loss. The
transaction costs must also be included in these calculations.

         Limitations  on Use of Futures and  Futures  Options.  In general,  the
Funds intend to enter into  positions in futures  contracts and related  options
only for "bona fide hedging" purposes.  With respect to positions in futures and
related  options that do not constitute  bona fide hedging  positions,  the Fund
will  not  enter  into  a  futures  contract  or  futures  option  contract  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 the
Fund's total assets. A call option is "in-the-money" if the value of the futures
contract  that is the subject of the option  exceeds the exercise  price.  A put
option is  "in-the-money" if the exercise price exceeds the value of the futures
contract that is the subject of the option.

         When  purchasing a futures  contract,  the Fund will  maintain with its
custodian  (and  mark-to-market  on a daily basis) cash or other  liquid  assets
that, when added to the amounts deposited with a futures commission  merchant as
margin,  are equal to the market value of the futures  contract.  Alternatively,
the Fund may "cover" its position by purchasing a put option on the same futures
contract  with a strike  price as high or higher than the price of the  contract
held by the Fund.

         When  selling  a futures  contract,  the Fund  will  maintain  with its
custodian (and  mark-to-market  on a daily basis) liquid assets that, when added
to the amount deposited with a futures commission  merchant as margin, are equal
to the market value of the instruments  underlying the contract.  Alternatively,
the Fund may  "cover"  its  position by owning the  instruments  underlying  the
contract  (or, in the case of an index  futures  contract,  a  portfolio  with a
volatility  substantially  similar  to that of the  index on which  the  futures
contract is based),  or by holding a call option permitting the Fund to purchase
the same  futures  contract at a price no higher than the price of the  contract
written by the Fund (or at a higher price if the  difference  is  maintained  in
liquid assets with the Fund's custodian).

         When  selling  a call  option  on a  futures  contract,  the Fund  will
maintain with its custodian (and  mark-to-market on a daily basis) cash or other
liquid  assets  that,  when  added  to the  amounts  deposited  with  a  futures
commission  merchant  as margin,  equal the total  market  value of the  futures
contract  underlying  the call  option.  Alternatively,  the Fund may  cover its
position by entering  into a long  position  in the same  futures  contract at a
price  no  higher  than the  strike  price of the call  option,  by  owning  the
instruments  underlying  the  futures  contract,  or by holding a separate  call
option  permitting the Fund to purchase the same futures contract at a price not
higher than the strike price of the call option sold by the Fund.

         When selling a put option on a futures contract, the Fund will maintain
with its  custodian  (and mark-to  market on a daily basis) cash or other liquid
assets that equal the purchase price of the futures contract, less any margin on
deposit. Alternatively,  the Fund may cover the position either by entering into
a short  position  in the same  futures  contract,  or by owning a separate  put
option  permitting  it to sell the same  futures  contract so long as the strike
price of the purchased put option is the same or higher than the strike price of
the put option sold by the Fund.

         Swap  Agreements.  The Fund may enter  into  interest  rate,  index and
currency  exchange rate swap  agreements  for purposes of attempting to obtain a
particular  desired  return  at a lower  cost to the  Fund  than if the Fund had
invested  directly in an  instrument  that yielded that  desired  return.  For a
discussion of swap agreements,  see the Company's  Prospectus under  "Investment
Programs of the Funds." The Fund's  obligations  under a swap  agreement will be
accrued daily (offset against any amounts owing to the Fund) and any accrued but
unpaid net amounts owed to a swap  counterparty  will be covered by  segregating
cash or other  liquid  assets to avoid any  potential  leveraging  of the Fund's
portfolio.  The Fund 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 exceed 5% of the Fund's assets.

         Whether  the  Fund's  use of  swap  agreements  will be  successful  in
furthering  its  investment  objective  of  total  return  will  depend  on  the
Sub-advisor's  ability correctly to predict whether certain types of investments
are likely to produce greater returns than other  investments.  Because they are
two party  contracts  and because they may have terms of longer than seven days,
swap agreements may be considered to be illiquid.  Moreover,  the Fund bears the
risk of loss of the amount expected to be received under a swap agreement in the
event  of the  default  or  bankruptcy  of a swap  agreement  counterparty.  The
Sub-advisor  will  cause  the Fund to  enter  into  swap  agreements  only  with
counterparties that would be eligible for consideration as repurchase  agreement
counterparties  under  the  Fund's  repurchase  agreement  guidelines.   Certain
restrictions  imposed on the Funds by the  Internal  Revenue  Code may limit the
Funds'  ability to use swap  agreements.  The swaps market is a  relatively  new
market and is largely unregulated. It is possible that developments in the swaps
market,  including potential government  regulation,  could adversely affect the
Fund's ability to terminate existing swap agreements or to realize amounts to be
received under such agreements.

         Certain  swap  agreements  are  exempt  from  most  provisions  of  the
Commodity Exchange Act ("CEA") and,  therefore,  are not regulated as futures or
commodity option transactions under the CEA, pursuant to regulations approved by
the Commodity Futures Trading Commission.  To qualify for this exemption, a swap
agreement  must be entered  into by  "eligible  participants."  To be  eligible,
natural  persons and most other  entities  must have total assets  exceeding $10
million;  commodity pools and employee  benefit plans must have assets exceeding
$5  million.  In  addition,   an  eligible  swap  transaction  must  meet  three
conditions.  First,  the swap  agreement may not be part of a fungible  class of
agreements that are  standardized as to their material  economic terms.  Second,
the  creditworthiness of parties with actual or potential  obligations under the
swap agreement must be a material  consideration in entering into or determining
the terms of the swap agreement,  including pricing,  cost or credit enhancement
terms. Third, swap agreements may not be entered into and traded on or through a
multilateral transaction execution facility.

         This exemption is not exclusive,  and partnerships may continue to rely
on existing  exclusions for swaps,  such as the Policy  Statement issued in July
1989 which  recognized a safe harbor for swap  transactions  from  regulation as
futures or commodity option  transactions under the CEA or its regulations.  The
Policy  Statement  applies  to swap  transactions  settled in cash that (1) have
individual  tailored  terms,  (2) lack  exchange-style  offset  and the use of a
clearing organization or margin system, (3) are undertaken in conjunction with a
line of business, and (4) are not marketed to the public.

         Structured Notes. Structured notes are derivative debt securities,  the
interest rate or principal of which is related to another economic  indicator or
financial market index.  Indexed  securities include structured notes as well as
securities other than debt  securities,  the interest rate or principal of which
is determined by such an unrelated  indicator.  Indexed securities may include a
multiplier  that  multiplies  the  indexed  element by a  specified  factor and,
therefore,  the value of such securities may be very volatile. To the extent the
Fund  invests in these  securities,  however,  the  Sub-advisor  analyzes  these
securities in its overall  assessment  of the  effective  duration of the Fund's
portfolio in an effort to monitor the Fund's interest rate risk.

         Foreign Currency  Exchange-Related  Securities.  The Fund may invest in
foreign  currency  warrants,  principal  exchange  rate  linked  securities  and
performance indexed paper. For a description of these instruments,  see this SAI
under "Certain Risk Factor and Investment Methods."

         Warrants  to  Purchase  Securities.  The Fund may  invest in or acquire
warrants to purchase  equity or  fixed-income  securities.  Bonds with  warrants
attached to purchase equity securities have many  characteristics of convertible
bonds and their  prices may, to some  degree,  reflect  the  performance  of the
underlying  stock.  Bonds also may be issued with warrants  attached to purchase
additional  fixed-income  securities  at the same  coupon  rate.  A  decline  in
interest  rates would permit the Fund to buy  additional  bonds at the favorable
rate or to sell the warrants at a profit.  If interest  rates rise, the warrants
would generally expire with no value.

         Hybrid  Instruments.  The Fund may  invest  up to 5% of its  assets  in
hybrid  instruments.  A hybrid  instrument  can combine the  characteristics  of
securities,  futures, and options.  Hybrids can be used as an efficient means of
pursuing a variety of investment goals,  including  currency  hedging,  duration
management,  and increased total return. For an additional  discussion of hybrid
instruments  and certain  risks  involved  therein,  see the Company's SAI under
"Certain Risk Factors and Investment Methods."

         Inverse  Floaters.  The Fund may also invest in inverse  floating  rate
debt instruments ("inverse  floaters").  The interest rate on an inverse floater
resets in the opposite  direction  from the market rate of interest to which the
inverse  floater is  indexed.  An inverse  floating  rate  security  may exhibit
greater price volatility than a fixed rate obligation of similar credit quality.
The Fund will not invest  more than 5% of its net assets in any  combination  of
inverse floater, interest only, or principal only securities.

         Loan Participations. The Fund may purchase participations in commercial
loans.  Such  indebtedness  may be secured  or  unsecured.  Loan  participations
typically represent direct participation in a loan to a corporate borrower,  and
generally  are  offered  by banks or other  financial  institutions  or  lending
syndicates.  When  purchasing loan  participations,  the Fund assumes the credit
risk  associated  with the  corporate  borrower  and may assume the credit  risk
associated  with  an  interposed  bank  or  other  financial  intermediary.  The
participation  interests in which the Fund intends to invest may not be rated by
any nationally recognized rating service.

         A loan is often  administered  by an agent bank acting as agent for all
holders.  The agent bank  administers the terms of the loan, as specified in the
loan  agreement.  In addition,  the agent bank is normally  responsible  for the
collection  of principal and interest  payments from the corporate  borrower and
the apportionment of these payments to the credit of all institutions  which are
parties  to the loan  agreement.  Unless,  under  the terms of the loan or other
indebtedness,  the Fund has direct recourse against the corporate borrower,  the
Fund may have to rely on the agent bank or other financial intermediary to apply
appropriate credit remedies against a corporate borrower.

         A financial institution's  employment as agent bank might be terminated
in the event that it fails to observe a  requisite  standard  of care or becomes
insolvent.  A successor  agent bank would  generally be appointed to replace the
terminated  agent  bank,  and  assets  held by the  agent  bank  under  the loan
agreement should remain available to holders of such indebtedness.  However,  if
assets held by the agent bank for the benefit of the Fund were  determined to be
subject  to the claims of the agent  bank's  general  creditors,  the Fund might
incur  certain  costs  and  delays  in  realizing  payment  on a  loan  or  loan
participation  and  could  suffer  a  loss  of  principal  and/or  interest.  In
situations involving other interposed financial institutions (e.g., an insurance
company or governmental agency) similar risks may arise.

         Purchasers  of loans and  other  forms of  direct  indebtedness  depend
primarily  upon the  creditworthiness  of the corporate  borrower for payment of
principal  and  interest.  If the Fund does not  receive  scheduled  interest or
principal payments on such indebtedness,  the Fund's share price and yield could
be  adversely  affected.  Loans  that are  fully  secured  offer  the Fund  more
protection  than an  unsecured  loan in the event of  non-payment  of  scheduled
interest or principal.  However,  there is no assurance that the  liquidation of
collateral   from  a  secured  loan  would  satisfy  the  corporate   borrower's
obligation, or that the collateral can be liquidated.

         The  Fund  may  invest  in  loan  participations  with  credit  quality
comparable to that of issuers of its  securities  investments.  Indebtedness  of
companies whose  creditworthiness is poor involves  substantially greater risks,
and  may  be  highly  speculative.  Some  companies  may  never  pay  off  their
indebtedness, or may pay only a small fraction of the amount owed. Consequently,
when investing in indebtedness  of companies with poor credit,  the Fund bears a
substantial risk of losing the entire amount invested.

         The Fund  limits the amount of its total  assets that it will invest in
any  one  issuer  or in  issuers  within  the  same  industry  (see  "Investment
Restrictions").  For purposes of these limits, the Fund generally will treat the
corporate borrower as the "issuer" of indebtedness held by the Fund. In the case
of loan  participations  where a bank or other lending  institution  serves as a
financial  intermediary  between  the Fund and the  corporate  borrower,  if the
participation does not shift to the Fund the direct debtor-creditor relationship
with  the  corporate  borrower,   Securities  and  Exchange  Commission  ("SEC")
interpretations require the Fund to treat both the lending bank or other lending
institution  and  the  corporate  borrower  as  "issuers"  for the  purposes  of
determining  whether the Fund has invested more than 5% of its total assets in a
single issuer.  Treating a financial  intermediary  as an issuer of indebtedness
may restrict the Fund's  ability to invest in  indebtedness  related to a single
financial  intermediary,  or a  group  of  intermediaries  engaged  in the  same
industry,  even if the underlying  borrowers  represent many different companies
and industries.

         Loan  and  other  types  of  direct  indebtedness  may  not be  readily
marketable  and may be  subject  to  restrictions  on  resale.  In  some  cases,
negotiations  involved  in  disposing  of  indebtedness  may  require  weeks  to
complete.  Consequently,  some  indebtedness  may be difficult or  impossible to
dispose of readily  at what the  Sub-advisor  believes  to be a fair  price.  In
addition,  valuation  of  illiquid  indebtedness  involves  a greater  degree of
judgment in determining the Fund's net asset value than if that value were based
on available market  quotations,  and could result in significant  variations in
the Fund's daily share price.  At the same time,  some loan interests are traded
among certain  financial  institutions and accordingly may be deemed liquid.  As
the market for different types of indebtedness  develops, the liquidity of these
instruments is expected to improve.  In addition,  the Fund currently intends to
treat  indebtedness  for which there is no readily  available market as illiquid
for purposes of the Fund's  limitation on illiquid  investments.  Investments in
loan  participations  are considered to be debt  obligations for purposes of the
Company's  investment  restriction relating to the lending of funds or assets by
the Fund.

         Investments  in loans  through  a direct  assignment  of the  financial
institution's interests with respect to the loan may involve additional risks to
the Fund. For example, if a loan is foreclosed, the Fund could become part owner
of any  collateral,  and would bear the costs and  liabilities  associated  with
owning and disposing of the  collateral.  In addition,  it is  conceivable  that
under emerging legal theories of lender liability, the Fund could be held liable
as co-lender. It is unclear whether loans and other forms of direct indebtedness
offer  securities law protections  against fraud and  misrepresentation.  In the
absence of definitive regulatory guidance,  the Fund relies on the Sub-advisor's
research  in an attempt to avoid  situations  where  fraud or  misrepresentation
could adversely affect the Fund.

         Delayed  Funding Loans and Revolving  Credit  Facilities.  The Fund may
enter into, or acquire  participations  in, delayed  funding loans and revolving
credit  facilities.  Delayed funding loans and revolving  credit  facilities are
borrowing  arrangements in which the lender agrees to make loans up to a maximum
amount upon demand by the borrower  during a specified term.  These  commitments
may have the  effect of  requiring  the Fund to  increase  its  investment  in a
company at a time when it might not  otherwise  decide to do so  (including at a
time when the company's  financial condition makes it unlikely that such amounts
will be repaid).  To the extent that the Fund is committed to advance additional
funds, it will at all times segregate liquid assets,  determined to be liquid by
the  Sub-advisor  in  accordance  with  procedures  established  by the Board of
Directors, in an amount sufficient to meet such commitments. The Fund may invest
in delayed  funding loans and revolving  credit  facilities  with credit quality
comparable to that of issuers of its  securities  investments.  Delayed  funding
loans  and  revolving  credit  facilities  may be  subject  to  restrictions  on
transfer,  and only limited  opportunities may exist to resell such instruments.
As a result,  the Fund may be unable to sell such  investments  at an  opportune
time or may  have to  resell  them at less  than  fair  market  value.  The Fund
currently intend to treat delayed funding loans and revolving credit  facilities
for which there is no readily  available  market as illiquid for purposes of the
Fund's limitation on illiquid investments.  Participation interests in revolving
credit facilities will be subject to the limitations discussed above under "Loan
Participations."  Delayed  funding loans and  revolving  credit  facilities  are
considered  to be debt  obligations  for  purposes of the  Company's  investment
restriction relating to the lending of funds or assets by the Fund.

         Lending Portfolio Securities.  For the purpose of achieving income, the
Fund  may lend  its  portfolio  securities,  provided  (1) the  loan is  secured
continuously by collateral  consisting of U.S. Government  securities or cash or
cash equivalents (cash, U.S. Government securities,  negotiable  certificates of
deposit,  bankers'  acceptances  or  letters of  credit)  maintained  on a daily
mark-to-market  basis in an amount at least equal to the current market value of
the securities loaned, (2) the Fund may at any time call the loan and obtain the
return of securities loaned, (3) the Fund will receive any interest or dividends
received on the loaned securities, and (4) the aggregate value of the securities
loaned will not at any time exceed one-third of the total assets of the Fund.

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations are not "fundamental"  restrictions and may be changed by
the Directors of the Company without shareholder approval. The Fund will not:

         1.  Invest  more than 15% of the  assets  of the Fund  (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 Fund has purchased,  securities being used to cover options the
Fund has  written,  securities  for  which  market  quotations  are not  readily
available,  or other securities which legally or in the Sub-advisor's option may
be deemed illiquid;

         2. Purchase securities for the Fund from, or sell portfolio  securities
to, any of the officers and directors or trustees of the Company, the Trust, the
Investment Manager or the Sub-advisor;

         3. Invest more than 5% of the assets of the Fund (taken at market value
at the time of investment) in any combination of interest only,  principal only,
or inverse floating rate securities;

     4. Invest in companies for the purpose of exercising management or control;

         5. Purchase securities of open-end or closed-end  investment  companies
except in compliance with the Investment Company Act of 1940;

         6.  Purchase  securities  on margin,  except (i) for use of  short-term
credit necessary for clearance of purchases of portfolio securities and (ii) the
Fund may make margin  deposits in  connection  with  futures  contracts or other
permissible investments;

         7.       Purchase or sell oil, gas or other mineral programs;

         8. Maintain a short position,  or purchase,  write or sell puts, calls,
straddles, spreads or combinations thereof, except as set forth in the Company's
Prospectus and this SAI for  transactions  in options,  futures,  and options on
futures   transactions   arising  under  swap  agreements  or  other  derivative
instruments; or

         9.  Pledge,  mortgage  or  hypothecate  its  assets,  except  as may be
necessary in connection with  permissible  borrowings or  investments;  and then
such pledging,  mortgaging or hypothecating may not exceed 33 1/3% of the Fund's
total assets at the time of borrowing  or  investment.  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 Portfolio's assets.


ASAF JPM Money Market Fund:

     Investment Objective:  The investment objective of the Fund is to seek high
current income and maintain high levels of liquidity.

Investment Policies:

     Bank  Obligations.  The Fund will not invest in bank  obligations for which
any affiliate of the Sub-advisor is the ultimate obligor or accepting bank.

         Asset-Backed Securities.  The asset-backed securities in which the Fund
may invest  are  subject to the Fund's  overall  credit  requirements.  However,
asset-backed securities, in general, are subject to certain risks. Most of these
risks are related to limited  interests in applicable  collateral.  For example,
credit card receivables are generally  unsecured and the debtors are entitled to
the protection of a number of state and federal  consumer  credit laws,  many of
which give such debtors the right to set off certain amounts on credit card debt
thereby  reducing  the  balance  due.  Additionally,  if the letter of credit is
exhausted,  holders of  asset-backed  securities may also  experience  delays in
payments or losses if the full amounts due on underlying sales contracts are not
realized.  Because  asset-backed  securities  are  relatively  new,  the  market
experience in these  securities  is limited and the market's  ability to sustain
liquidity  through  all phases of the market  cycle has not been  tested.  For a
discussion of  asset-backed  securities and the risks  involved  therein see the
Company's  Prospectus  and this SAI under  "Certain Risk Factors and  Investment
Methods."

         Synthetic  Instruments.  As  may  be  permitted  by  current  laws  and
regulations and if expressly permitted by the Directors of the Company, the Fund
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  certificates  are
generally sold in private  placements in reliance on Rule 144A of the Securities
Act of 1933 (without registering the certificates under such Act).

         Repurchase  Agreements.   Subject  to  guidelines  promulgated  by  the
Directors of the Company,  the Fund may enter into  repurchase  agreements.  The
repurchase  agreements into which the Fund may enter will usually be short, from
overnight  to one  week,  and at no time  will the  Fund  invest  in  repurchase
agreements for more than thirteen  months.  The securities  which are subject to
repurchase  agreements,  however,  may have maturity dates in excess of thirteen
months from the effective date of the repurchase agreement.  For a discussion of
repurchase  agreements  and certain risks  involved  therein,  see the Company's
Prospectus under "Certain Risk Factors and Investment Methods."

         Reverse  Repurchase  Agreements.  The  Fund  invests  the  proceeds  of
borrowings  under  reverse  repurchase  agreements.  The Fund will  enter into a
reverse repurchase agreement only when the interest income to be earned from the
investment  of  the  proceeds  is  greater  than  the  interest  expense  of the
transaction.  The Fund will not  invest  the  proceeds  of a reverse  repurchase
agreement  for a period  which  exceeds the  duration of the reverse  repurchase
agreement.  The Fund may not enter into reverse repurchase  agreements exceeding
in the  aggregate  one-third  of the  market  value of its  total  assets,  less
liabilities other than the obligations created by reverse repurchase agreements.
The Fund will establish and maintain with its custodian a separate  account with
a segregated portfolio of securities in an amount at least equal to its purchase
obligations  under its reverse  repurchase  agreements.  If interest  rates rise
during  the term of a reverse  repurchase  agreement,  such  reverse  repurchase
agreement  may have a negative  impact on the Fund's  ability to  maintain a net
asset value of $1.00 per share.

         Foreign  Securities.  The Fund may  invest  in U.S.  dollar-denominated
foreign securities.  Any foreign commercial paper must not be subject to foreign
withholding  tax at the  time  of  purchase.  Foreign  investments  may be  made
directly in securities of foreign issuers or in the form of American  Depositary
Receipts ("ADRs") and European Depositary Receipts ("EDRs"). Generally, ADRs and
EDRs are receipts  issued by a bank or trust company that evidence  ownership of
underlying  securities issued by a foreign corporation and that are designed for
use in the  domestic,  in the case of ADRs,  or  European,  in the case of EDRs,
securities  markets.  For a  discussion  of  depositary  receipts  and the risks
involved in investing in foreign securities,  see the Company's Prospectus under
"Certain Risk Factors and Investment Methods."

         Lending Portfolio  Securities.  Loans will be subject to termination by
the Fund in the normal  settlement  time,  generally  three  business days after
notice.  Borrowed  securities must be returned when the loan is terminated.  The
Fund may pay reasonable  finders' and custodial fees in connection  with a loan.
In making a loan, the Fund will consider the  creditworthiness  of the borrowing
financial institution.

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations are not "fundamental"  restrictions and may be changed by
the Directors of the Company without shareholder approval. The Fund will not:

     1.   Invest in  companies  for the  purpose  of  exercising  management  or
          control;

     2.   Purchase  securities  of open-end or closed-end  investment  companies
          except in compliance with the Investment Company Act of 1940;

     3.   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;

     4.   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 Fund's  total  assets would be in
          investments which are illiquid;

     5.   Mortgage, pledge or hypothecate any assets, 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 Fund's total assets at the time of borrowing or investment;

     6.   Purchase or sell puts, calls,  straddles,  spreads, or any combination
          thereof,  except to the extent  permitted by the Company's  Prospectus
          and this SAI; or

     7.   Purchase or sell interests in oil, gas or other mineral exploration or
          development programs.

                       FUNDAMENTAL INVESTMENT RESTRICTIONS

     Investment Restrictions.  Each Fund and Portfolio has adopted the following
fundamental investment restrictions which may not be changed without shareholder
approval.

         1. Senior Securities. No Fund or Portfolio may issue senior securities,
except as permitted under the Investment Company Act of 1940 (the "1940 Act").

         2. Borrowing. No Fund or Portfolio may borrow money, except that a Fund
or  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  Fund  or  Portfolio's  investment  objective  and
policies; provided that the combination of (i) and (ii) shall not exceed 33 1/3%
of the value of the Fund or Portfolio's  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,  the Funds and
Portfolios  may borrow from banks or other  persons to the extent  permitted  by
applicable law.

         3. Underwriting.  No Fund or Portfolio may underwrite securities issued
by other persons,  except to the extent that the Fund or 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. Real Estate.  No Fund or 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 Fund or  Portfolio  from
investing  in  securities  or other  instruments  backed  by real  estate  or in
securities of companies engaged in the real estate business.

         5.  Commodities.  No Fund or 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 Fund or
Portfolio from (i) engaging in permissible options and futures  transactions and
forward foreign currency  contracts in accordance with the Fund's or Portfolio's
investment policies, or (ii) investing in securities of any kind.

         6. Lending.  No Fund or Portfolio may make loans, except that a Fund or
Portfolio  may (i) lend  portfolio  securities  in  accordance  with the Fund or
Portfolio's  investment policies in amounts up to 33 1/3% of the total assets of
the  Fund or  Portfolio  taken at  market  value,  (ii)  purchase  money  market
securities  and enter into  repurchase  agreements,  and (iii) acquire  publicly
distributed or privately placed debt securities and purchase debt.

         7.  Industry  Concentration.  No Fund or  Portfolio  may  purchase  any
security if, as a result,  more than 25% of the value of the Fund or Portfolio's
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).

         8.  Diversification.  No Fund or 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 Fund's
or Portfolio's  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 Fund or Portfolio.

         Notes to Investment Restrictions. The following notes should be read in
conjunction with the above fundamental investment restrictions.  These notes are
not fundamental policies and may be changed without shareholder approval.

         o Applicable to All Funds and Portfolios:  If a restriction on a Fund's
or  Portfolio's  investments  is adhered to at the time an investment is made, a
subsequent  change in the  percentage  of Fund or Portfolio  assets  invested in
certain  securities or other  instruments,  or change in average duration of the
Fund's or Portfolio's investment portfolio,  resulting from changes in the value
of the Fund's or Portfolio's 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.

         o Applicable  to All Funds and  Portfolios:  With respect to investment
restrictions  (2) and (6),  a Fund or  Portfolio  will not borrow or lend to any
other fund  unless it  applies  for and  receives  an  exemptive  order from the
Securities and Exchange  Commission (the "Commission"),  if so required,  or the
Commission issues rules permitting such transactions.  There is no assurance the
Commission  would  grant  any  order  requested  by the  Fund  or  Portfolio  or
promulgate any rules allowing the transactions.

         o Applicable  to All Funds and  Portfolios.  With respect to investment
restriction  (6), the  restriction  on making loans is not considered to limit a
Fund or Portfolio's investments in loan participations and assignments.

         o   Applicable   Only  to  the  ASAF   Founders   International   Small
Capitalization  Fund: With respect to investment  restriction (7), the Funds use
industry   classifications   based,  where  applicable,   on  Baseline,   Bridge
Information  Systems,  Reuters,  the S&P Stock  Guide  published  by  Standard &
Poor's,  information  obtained from  Bloomberg  L.P. and Moody's  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.

         o Applicable Only to the ASAF T. Rowe Price  International  Equity Fund
(and  corresponding  Portfolio)  and the ASAF T. Rowe Price Small  Company Value
Fund:  With  respect  to  investment  restrictions  (2) and  (6),  the  Fund and
Portfolio  have no current  intention of borrowing or lending to any other fund.
For purposes of investment restriction (6), the Fund and 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.

         o  Applicable  only to the ASAF AIM  International  Equity  Fund.  With
respect to investment  restriction (7), the Fund will not consider a bank-issued
guaranty or financial  guaranty insurance as a separate security for purposes of
determining  the  percentage of the Fund's assets  invested in the securities of
issuers in a particular industry.

                   CERTAIN RISK FACTORS AND INVESTMENT METHODS

         Some of the investment instruments, techniques and methods which may be
used by one or more of the Funds and the risks  attendant  thereto are described
below.  Other risk  factors  and  investment  methods  may be  described  in the
Company's  Prospectus under "Investment Programs of the Funds" and "Certain Risk
Factors and Investment  Methods," and in this SAI under "Investment  Programs of
the Funds." The risk factors and investment  methods  described below only apply
to those  Funds or  Portfolios  that may invest in such  securities  or use such
investment  methods.  The below references to the investment methods used by the
Feeder Funds apply equally to the Funds' corresponding Portfolios.

         Debt  Obligations.   Yields  on  short,  intermediate,   and  long-term
securities  are  dependent  on a variety  of  factors,  including,  the  general
conditions of the money and bond markets, the size of a particular offering, the
maturity of the  obligation,  and the rating of the issue.  Debt securities with
longer  maturities  tend to produce  higher yields and are generally  subject to
potentially greater capital  appreciation and depreciation than obligations with
shorter  maturities  and lower  yields.  The  market  prices of debt  securities
usually  vary,  depending  upon  available  yields.  An increase  in  prevailing
interest  rates  will  generally  reduce  the value of debt  investments,  and a
decline in interest rates will generally increase the value of debt investments.
The ability of a Fund to achieve its  investment  objective is also dependent on
the  continuing  ability of the issuers of the debt  securities  in which a Fund
invests to meet their obligations for the payment of interest and principal when
due.

         Special  Risks   Associated  with  Low-Rated  and  Comparable   Unrated
Securities.   Low-rated  and  comparable  unrated  securities,  while  generally
offering higher yields than investment-grade securities with similar maturities,
involve greater risks, including the possibility of default or bankruptcy.  They
are regarded as predominantly  speculative with respect to the issuer's capacity
to pay  interest  and  repay  principal.  The  special  risk  considerations  in
connection with such  investments are discussed  below. See the Appendix of this
SAI for a discussion of securities ratings.

                  Effect of Interest Rates and Economic  Changes.  The low-rated
and  comparable  unrated  securities  market is  relatively  new, and its growth
paralleled  a long  economic  expansion.  As a result,  it is not clear how this
market  may  withstand  a  prolonged  recession  or  economic  downturn.  Such a
prolonged  economic downturn could severely disrupt the market for and adversely
affect the value of such securities.

                  All    interest-bearing    securities   typically   experience
appreciation  when interest rates decline and  depreciation  when interest rates
rise. The market values of low-rated and comparable  unrated  securities tend to
reflect  individual   corporate   developments  to  a  greater  extent  than  do
higher-rated  securities,  which react  primarily to fluctuations in the general
level of interest rates.  Low-rated and comparable  unrated securities also tend
to be more sensitive to economic  conditions than are  higher-rated  securities.
During an  economic  downturn or a sustained  period of rising  interest  rates,
highly  leveraged  issuers of low-rated and  comparable  unrated  securities may
experience  financial stress and may not have sufficient  revenues to meet their
payment  obligations.  The issuer's  ability to service its debt obligations may
also be  adversely  affected by specific  corporate  developments,  the issuer's
inability to meet specific projected business  forecasts,  or the unavailability
of  additional  financing.  The  risk of loss due to  default  by an  issuer  of
low-rated  and  comparable  unrated  securities  is  significantly  greater than
issuers  of  higher-rated  securities  because  such  securities  are  generally
unsecured and are often subordinated to other creditors.  Further, if the issuer
of a low-rated and comparable  unrated  security  defaulted,  a Fund might incur
additional  expenses  to seek  recovery.  Periods of  economic  uncertainty  and
changes  would also  generally  result in  increased  fluctuation  in the market
prices of low-rated and comparable  unrated  securities and thus in a Fund's net
asset value.

                  As  previously  stated,  the  value  of such a  security  will
decrease in a rising interest rate market and accordingly,  so will a Fund's net
asset value. If a Fund experiences  unexpected net redemptions in such a market,
it may be forced to  liquidate  a portion of its  portfolio  securities  without
regard  to  their  investment  merits.  Due to the  limited  liquidity  of  some
high-yield securities (discussed below), a Fund may be forced to liquidate these
securities at a substantial discount. Any such liquidation would reduce a Fund's
asset base over which  expenses could be allocated and could result in a reduced
rate of return for a Fund.

                  Payment   Expectations.   Low-rated  and  comparable   unrated
securities  typically contain redemption,  call, or prepayment  provisions which
permit  the  issuer  of  securities  containing  such  provisions  to,  at their
discretion,  redeem the  securities.  During periods of falling  interest rates,
issuers of high-yield  securities  are likely to redeem or prepay the securities
and  refinance  them with debt  securities  with a lower  interest  rate. To the
extent an issuer is able to refinance the securities,  or otherwise redeem them,
a Fund may have to replace the securities with a lower-yielding  security, which
would result in a lower return for a Fund.

                  Issuers of lower-rated  securities are often highly leveraged,
so that their  ability to service  their  debt  obligations  during an  economic
downturn or during  sustained  periods of rising interest rates may be impaired.
Such issuers may not have more  traditional  methods of  financing  available to
them  and  may be  unable  to  repay  outstanding  obligations  at  maturity  by
refinancing. The risk of loss due to default in payment of interest or repayment
of principal by such issuers is  significantly  greater  because such securities
frequently  are  unsecured  and  subordinated  to the  prior  payment  of senior
indebtedness.

                  Credit  Ratings.   Credit  ratings  issued  by   credit-rating
agencies  attempt to evaluate the safety of principal  and interest  payments of
rated  securities.  They do not,  however,  evaluate  the  market  value risk of
low-rated  and  comparable  unrated  securities  and,  therefore,  may not fully
reflect the true risks of an investment. In addition, credit-rating agencies may
or may not make timely changes in a rating to reflect  changes in the economy or
in the  condition  of the issuer that affect the market  value of the  security.
Consequently,  credit  ratings may be used only as a  preliminary  indicator  of
investment  quality.  Investments in low-rated and comparable unrated securities
will be more  dependent on the  applicable  Sub-advisor's  credit  analysis than
would be the case with investments in  investment-grade  debt  securities.  Such
Sub-advisor may employ its own credit research and analysis, which could include
a study of existing debt, capital structure,  ability to service debt and to pay
dividends,  the  issuer's  sensitivity  to economic  conditions,  its  operating
history, and the current trend of earnings. The Sub-advisors continually monitor
the  investments  in a Fund and  evaluate  whether  to  dispose  of or to retain
low-rated  and  comparable  unrated  securities  whose credit  ratings or credit
quality may have changed.

                  Liquidity and Valuation.  A Fund may have difficulty disposing
of certain low-rated and comparable  unrated  securities  because there may be a
thin  trading  market  for  such  securities.  There  is no  established  retail
secondary  market for many of these  securities.  A Fund  anticipates  that such
securities  could be sold only to a limited  number of dealers or  institutional
investors.  To the extent a secondary trading market does exist, it is generally
not as liquid as the secondary market for higher-rated securities. The lack of a
liquid  secondary  market may have an adverse  impact on the market price of the
security.  As a result,  a Fund's asset value and a Fund's ability to dispose of
particular  securities,  when necessary to meet a Fund's  liquidity  needs or in
response to a specific  economic  event,  may be impacted.  The lack of a liquid
secondary  market for certain  securities  may also make it more difficult for a
Fund to obtain accurate  market  quotations for purposes of valuing a portfolio.
Market  quotations  are generally  available on many  low-rated  and  comparable
unrated  issues only from a limited  number of dealers  and may not  necessarily
represent  firm bids of such dealers or prices for actual sales.  During periods
of thin trading,  the spread  between bid and asked prices is likely to increase
significantly. In addition, adverse publicity and investor perceptions,  whether
or not based on fundamental  analysis,  may decrease the values and liquidity of
low-rated and  comparable  unrated  securities,  especially  in a  thinly-traded
market.

         Put and Call Options:

                  Writing (Selling) Call Options. A call option gives the holder
(buyer) the "right to purchase" a security or currency at a specified price (the
exercise  price),  at expiration of the option  (European  style) or at any time
until a certain date (the  expiration  date)  (American  style).  So long as the
obligation  of the writer of a call  option  continues,  he may be  assigned  an
exercise  notice  by the  broker-dealer  through  whom  such  option  was  sold,
requiring him to deliver the underlying  security or currency against payment of
the exercise price.  This obligation  terminates upon the expiration of the call
option,  or such  earlier  time at which the writer  effects a closing  purchase
transaction by purchasing an option identical to that previously sold.

                  When writing a call option, a Fund, in return for the premium,
gives up the  opportunity  for profit from a price  increase  in the  underlying
security or currency above the exercise price,  but conversely  retains the risk
of loss should the price of the  security or  currency  decline.  Unlike one who
owns  securities or currencies  not subject to an option,  a Fund has no control
over when it may be required to sell the  underlying  securities or  currencies,
since it may be assigned an exercise  notice at any time prior to the expiration
of its  obligation  as a  writer.  If a call  option  which a Fund  has  written
expires,  the Fund will  realize a gain in the amount of the  premium;  however,
such  gain may be  offset by a decline  in the  market  value of the  underlying
security or currency during the option period.  If the call option is exercised,
a Fund will realize a gain or loss from the sale of the  underlying  security or
currency.

                  Writing  (Selling)  Put  Options.   A  put  option  gives  the
purchaser  of the option  the right to sell,  and the  writer  (seller)  has the
obligation  to buy, the  underlying  security or currency at the exercise  price
during the option  period  (American  style) or at the  expiration of the option
(European style).  So long as the obligation of the writer continues,  he may be
assigned an exercise  notice by the  broker-dealer  through whom such option was
sold,  requiring him to make payment of the exercise  price against  delivery of
the  underlying  security or  currency.  The  operation  of put options in other
respects,  including their related risks and rewards, is substantially identical
to that of call options.

                  Premium Received from Writing Call or Put Options. A Fund will
receive a premium from writing a put or call option, which increases such Fund's
return in the event the option expires unexercised or is closed out at a profit.
The amount of the premium will reflect,  among other things, the relationship of
the market price of the underlying security to the exercise price of the option,
the term of the option and the  volatility of the market price of the underlying
security. By writing a call option, a Fund limits its opportunity to profit from
any increase in the market value of the  underlying  security above the exercise
price of the option.  By writing a put option,  a Fund  assumes the risk that it
may be required to purchase the underlying security for an exercise price higher
than its then current market value, resulting in a potential capital loss if the
purchase price exceeds the market value plus the amount of the premium received,
unless the security subsequently appreciates in value.

                  Closing  Transactions.  A Fund may terminate an option that it
has  written  prior  to its  expiration  by  entering  into a  closing  purchase
transaction  in which it purchases an option having the same terms as the option
written. Closing transactions may be effected in order to realize a profit on an
outstanding  call option,  to prevent an  underlying  security or currency  from
being called, or, to permit the sale of the underlying  security or currency.  A
Fund will  realize a profit  or loss from such  transaction  if the cost of such
transaction  is less or more than the premium  received  from the writing of the
option.  In the case of a put option,  any loss so incurred  may be partially or
entirely  offset by the premium  received from a simultaneous or subsequent sale
of a  different  put option.  Because  increases  in the market  price of a call
option will  generally  reflect  increases in the market price of the underlying
security,  any loss  resulting from the repurchase of a call option is likely to
be  offset  in whole or in part by  unrealized  appreciation  of the  underlying
security owned by such Fund.

                  Furthermore,  effecting  a closing  transaction  will permit a
Fund to write  another call option on the  underlying  security or currency with
either a different  exercise price or expiration date or both. If a Fund desires
to sell a  particular  security or currency  from its  portfolio on which it has
written a call  option,  or  purchased  a put  option,  it will seek to effect a
closing  transaction prior to, or concurrently with, the sale of the security or
currency.  There is, of course,  no assurance that a Fund will be able to effect
such closing transactions at a favorable price. If a Fund cannot enter into such
a  transaction,  it may be required to hold a security or currency that it might
otherwise have sold. When a Fund writes a covered call option,  it runs the risk
of not  being  able  to  participate  in  the  appreciation  of  the  underlying
securities or currencies  above the exercise price, as well as the risk of being
required to hold on to securities or currencies that are  depreciating in value.
This could result in higher transaction costs. A Fund will pay transaction costs
in  connection  with the  writing  of options  to close out  previously  written
options.  Such  transaction  costs are normally higher than those  applicable to
purchases and sales of portfolio securities.

                  Purchasing  Call  Options.  Call options may be purchased by a
Fund for the purpose of acquiring the  underlying  securities or currencies  for
its portfolio.  Utilized in this fashion, the purchase of call options enables a
Fund to acquire the  securities or currencies at the exercise  price of the call
option plus the premium paid.  At times the net cost of acquiring  securities or
currencies in this manner may be less than the cost of acquiring the  securities
or  currencies  directly.  This  technique  may  also  be  useful  to a Fund  in
purchasing  a large  block  of  securities  or  currencies  that  would  be more
difficult to acquire by direct market purchases. So long as it holds such a call
option  rather  than the  underlying  security  or  currency  itself,  a Fund is
partially  protected  from any  unexpected  decline in the  market  price of the
underlying security or currency and in such event could allow the call option to
expire, incurring a loss only to the extent of the premium paid for the option.

                  Purchasing Put Options. A Fund may purchase a put option on an
underlying  security or  currency  owned by the Fund (a  "protective  put") as a
defensive  technique in order to protect  against an anticipated  decline in the
value of the security or currency. Such hedge protection is provided only during
the life of the put option when the Fund,  as the holder of the put  option,  is
able to sell the  underlying  security  or currency  at the put  exercise  price
regardless  of  any  decline  in  the  underlying  security's  market  price  or
currency's  exchange value. For example,  a put option may be purchased in order
to protect unrealized appreciation of a security or currency where a Sub-advisor
deems it desirable  to continue to hold the security or currency  because of tax
considerations.  The premium paid for the put option and any  transaction  costs
would reduce any capital gain  otherwise  available  for  distribution  when the
security or currency is eventually sold.

                  If a Fund  purchases  put options at a time when the Fund does
not own the  underlying  security or currency,  the Fund seeks to benefit from a
decline in the market price of the underlying  security or currency.  If the put
option is not sold when it has remaining  value,  and if the market price of the
underlying  security or currency  remains  equal to or greater than the exercise
price during the life of the put option, a Fund will lose its entire  investment
in the put option.  In order for the purchase of a put option to be  profitable,
the  market  price  of  the   underlying   security  or  currency  must  decline
sufficiently  below the  exercise  price to cover the  premium  and  transaction
costs.

                  Dealer  Options.  Exchange-traded  options  generally  have  a
continuous  liquid market while dealer options have none.  Consequently,  a Fund
will  generally be able to realize the value of a dealer option it has purchased
only by  exercising  it or reselling it to the dealer who issued it.  Similarly,
when a Fund writes a dealer  option,  it generally will be able to close out the
option  prior  to its  expiration  only  by  entering  into a  closing  purchase
transaction with the dealer to which the Fund originally wrote the option. While
a Fund will seek to enter into dealer  options  only with dealers who will agree
to and which are expected to be capable of entering  into  closing  transactions
with the Fund, there can be no assurance that the Fund will be able to liquidate
a dealer option at a favorable  price at any time prior to  expiration.  Until a
Fund,  as a  covered  dealer  call  option  writer,  is able to effect a closing
purchase  transaction,  it will not be able to  liquidate  securities  (or other
assets) used as cover until the option expires or is exercised.  In the event of
insolvency  of the  other  party,  a Fund may be unable  to  liquidate  a dealer
option. With respect to options written by a Fund, the inability to enter into a
closing transaction may result in material losses to a Fund. For example,  since
a Fund must  maintain a secured  position  with  respect to any call option on a
security it writes,  a Fund may not sell the assets which it has  segregated  to
secure the position while it is obligated under the option. This requirement may
impair a Fund's  ability to sell  portfolio  securities at a time when such sale
might be advantageous.

                  The  Staff of the  Commission  has  taken  the  position  that
purchased  dealer  options  and the  assets  used to secure the  written  dealer
options are illiquid securities. A Fund may treat the cover used for written OTC
options  as liquid if the dealer  agrees  that the Fund may  repurchase  the OTC
option it has written for a maximum price to be  calculated  by a  predetermined
formula.  In such cases, the OTC option would be considered illiquid only to the
extent the maximum  repurchase  price under the  formula  exceeds the  intrinsic
value of the option. To this extent, a Fund will treat dealer options as subject
to a Fund's limitation on unmarketable or illiquid securities. If the Commission
changes its position on the liquidity of dealer options,  a Fund will change its
treatment of such instrument accordingly.

         Certain Risk Factors in Writing Call Options and in Purchasing Call and
Put Options.  During the option period,  a Fund, as writer of a call option has,
in return for the premium  received on the option,  given up the opportunity for
capital  appreciation  above the  exercise  price should the market price of the
underlying security increase, but has retained the risk of loss should the price
of the underlying security decline. The writer has no control over the time when
it may be required to fulfill its obligation as a writer of the option. The risk
of  purchasing  a call or put option is that a Fund may lose the premium it paid
plus transaction  costs. If a Fund does not exercise the option and is unable to
close out the  position  prior to  expiration  of the  option,  it will lose its
entire investment.

         An  exchange-traded  option  position  may be  closed  out  only  on an
exchange  which  provides a secondary  market.  There can be no assurance that a
liquid secondary market will exist for a particular  option at a particular time
and that a Fund can close out its position by  effecting a closing  transaction.
If a Fund is unable to effect a closing purchase transaction, it cannot sell the
underlying  security  until the  option  expires  or the  option  is  exercised.
Accordingly,  a Fund may not be able to sell the  underlying  security at a time
when it might  otherwise  be  advantageous  to do so.  Possible  reasons for the
absence of a liquid  secondary  market include the following:  (i)  insufficient
trading interest in certain options;  (ii) restrictions on transactions  imposed
by an exchange;  (iii) trading halts,  suspensions or other restrictions imposed
with  respect  to  particular   classes  or  series  of  options  or  underlying
securities;  (iv)  inadequacy  of the  facilities of an exchange or the clearing
corporation  to  handle  trading  volume;  and  (v) a  decision  by one or  more
exchanges  to  discontinue  the  trading of options  or impose  restrictions  on
orders.  In  addition,  the hours of trading  for options may not conform to the
hours during which the underlying  securities are traded. To the extent that the
options  markets  close  before  the  markets  for  the  underlying  securities,
significant  price and rate movements can take place in the  underlying  markets
that cannot be  reflected in the options  markets.  The purchase of options is a
highly  specialized  activity  which  involves  investment  techniques and risks
different from those associated with ordinary portfolio securities transactions.

         Each exchange has established  limitations governing the maximum number
of call  options,  whether  or not  covered,  which may be  written  by a single
investor  acting  alone or in concert  with others  (regardless  of whether such
options are written on the same or different exchanges or are held or written on
one or more accounts or through one or more brokers).  An exchange may order the
liquidation  of  positions  found to be in  violation of these limits and it may
impose other sanctions or restrictions.

         Options on Stock  Indices.  Options  on stock  indices  are  similar to
options on specific  securities  except  that,  rather than the right to take or
make delivery of the specific security at a specific price, an option on a stock
index gives the holder the right to  receive,  upon  exercise of the option,  an
amount of cash if the closing  level of that stock index is greater than, in the
case of a call,  or less than,  in the case of a put, the exercise  price of the
option.  This  amount of cash is equal to such  difference  between  the closing
price of the index and the  exercise  price of the option  expressed  in dollars
multiplied by a specified  multiple.  The writer of the option is obligated,  in
return for the premium received, to make delivery of this amount. Unlike options
on specific securities,  all settlements of options on stock indices are in cash
and gain or loss  depends on general  movements  in the stocks  included  in the
index rather than price movements in particular stocks.

         Risk  Factors  of  Options on  Indices.  Because  the value of an index
option  depends  upon the  movements  in the level of the index rather than upon
movements in the price of a particular  security,  whether a Fund will realize a
gain or a loss on the purchase or sale of an option on an index depends upon the
movements  in the level of prices in the market  generally  or in an industry or
market  segment  rather  than  upon  movements  in the  price of the  individual
security.   Accordingly,   successful  use  of  positions  will  depend  upon  a
Sub-advisor's  ability to predict  correctly  movements in the  direction of the
market  generally or in the  direction of a particular  industry.  This requires
different  skills  and  techniques  than  predicting  changes  in the  prices of
individual securities.

         Index prices may be distorted if trading of securities  included in the
index is  interrupted.  Trading  in index  options  also may be  interrupted  in
certain circumstances, such as if trading were halted in a substantial number of
securities in the index. If this occurred, a Fund would not be able to close out
options which it had written or purchased and, if  restrictions on exercise were
imposed, might be unable to exercise an option it purchased,  which would result
in substantial losses.

         Price movements in portfolio  securities  will not correlate  perfectly
with  movements in the level of the index and  therefore,  a Fund bears the risk
that the price of the  securities  may not  increase as much as the level of the
index. In this event,  the Fund would bear a loss on the call which would not be
completely  offset by  movements  in the  prices of the  securities.  It is also
possible that the index may rise when the value of a Fund's securities does not.
If this occurred,  a Fund would experience a loss on the call which would not be
offset by an increase in the value of its securities and might also experience a
loss in the market value of its securities.

         Unless a Fund has other liquid  assets which are  sufficient to satisfy
the  exercise of a call on the index,  the Fund will be  required  to  liquidate
securities in order to satisfy the  exercise.  When a Fund has written a call on
an index,  there is also the risk that the market may  decline  between the time
the Fund has the call exercised  against it, at a price which is fixed as of the
closing  level of the  index on the date of  exercise,  and the time the Fund is
able to sell securities. As with options on securities, the Sub-advisor will not
learn that a call has been exercised  until the day following the exercise date,
but,  unlike a call on  securities  where a Fund  would be able to  deliver  the
underlying  security  in  settlement,  a Fund  may  have  to  sell  part  of its
securities in order to make settlement in cash, and the price of such securities
might decline before they could be sold.

         If a Fund  exercises  a put option on an index  which it has  purchased
before final  determination  of the closing index value for the day, it runs the
risk that the level of the underlying  index may change before closing.  If this
change causes the exercised option to fall  "out-of-the-money," the Fund will be
required to pay the difference  between the closing index value and the exercise
price of the option  (multiplied by the  applicable  multiplier) to the assigned
writer.  Although  a Fund  may be  able to  minimize  this  risk by  withholding
exercise  instructions  until just  before the daily  cutoff  time or by selling
rather than  exercising  an option when the index level is close to the exercise
price, it may not be possible to eliminate this risk entirely because the cutoff
time for index  options  may be  earlier  than  those  fixed for other  types of
options and may occur before definitive closing index values are announced.

         Trading in Futures.  A futures contract provides for the future sale by
one party and  purchase  by another  party of a  specified  amount of a specific
financial  instrument (e.g., units of a stock index) at a specified price, date,
time and place  designated at the time the contract is made.  Brokerage fees are
incurred when a futures  contract is bought or sold and margin  deposits must be
maintained. Entering into a contract to buy is commonly referred to as buying or
purchasing a contract or holding a long  position.  Entering  into a contract to
sell is commonly referred to as selling a contract or holding a short position.

         Unlike when a Fund  purchases  or sells a  security,  no price would be
paid or received by a Fund upon the purchase or sale of a futures contract. Upon
entering  into a futures  contract,  and to maintain a Fund's open  positions in
futures contracts, a Fund would be required to deposit with its custodian in the
name of the  futures  broker  an  amount of cash,  U.S.  government  securities,
suitable money market instruments, or other liquid securities, known as "initial
margin." A margin  deposit is  intended  to ensure a Fund's  performance  of the
futures contract.  The initial margin required for a particular futures contract
is set by the exchange on which the contract is traded, and may be significantly
modified  from time to time by the  exchange  during  the term of the  contract.
Futures  contracts are customarily  purchased and sold on margins that may range
upward from less than 5% of the value of the contract being traded.

         If the price of an open  futures  contract  changes (by increase in the
case of a sale or by decrease in the case of a purchase) so that the loss on the
futures contract reaches a point at which the margin on deposit does not satisfy
margin requirements, the broker will require an increase in the margin. However,
if the value of a position  increases  because of favorable price changes in the
futures  contract so that the margin deposit  exceeds the required  margin,  the
broker will pay the excess to a Fund.

         These subsequent  payments,  called "variation margin," to and from the
futures broker are made on a daily basis as the price of the  underlying  assets
fluctuate  making the long and short  positions in the futures  contract more or
less valuable, a process known as "marking to the market." A Fund may or may not
earn interest income on its margin deposits. Although certain futures contracts,
by their terms, require actual future delivery of and payment for the underlying
instruments,  in practice most futures  contracts are usually  closed out before
the  delivery  date.  Closing out an open futures  contract  purchase or sale is
effected by  entering  into an  offsetting  futures  contract  purchase or sale,
respectively,  for the same aggregate amount of the identical securities and the
same delivery date. If the  offsetting  purchase price is less than the original
sale  price,  a Fund  realizes a gain;  if it is more,  a Fund  realizes a loss.
Conversely,  if the  offsetting  sale price is more than the  original  purchase
price,  a Fund  realizes a gain;  if it is less,  a Fund  realizes  a loss.  The
transaction costs must also be included in these  calculations.  There can be no
assurance,  however,  that a Fund  will  be  able to  enter  into an  offsetting
transaction with respect to a particular  futures contract at a particular time.
If a Fund is not able to  enter  into an  offsetting  transaction,  a Fund  will
continue to be required to maintain the margin deposits on the futures contract.

         A stock  index  futures  contract  is an  agreement  in which one party
agrees to  deliver  to the other an amount of cash  equal to a  specific  amount
multiplied by the difference  between the value of a specific stock index at the
close  of the last  trading  day of the  contract  and the  price  at which  the
agreement is made. No physical delivery of securities is made. For example,  one
contract in the Financial Times Stock Exchange 100 Index future is a contract to
buy 25 pounds  sterling  multiplied  by the level of the UK Financial  Times 100
Share Index on a given future date. Settlement of a stock index futures contract
may or may not be in the underlying security. If not in the underlying security,
then  settlement  will be made in cash,  equivalent  over time to the difference
between the contract price and the actual price of the  underlying  asset at the
time the stock index futures contract expires.

         Options on futures  are  similar to options on  underlying  instruments
except that options on futures give the purchaser  the right,  in return for the
premium paid, to assume a position in a futures contract (a long position if the
option is a call and a short  position  if the option is a put),  rather than to
purchase or sell the futures contract, at a specified exercise price at any time
during the period of the option.  Upon  exercise of the option,  the delivery of
the  futures  position  by the  writer of the option to the holder of the option
will be accompanied by the delivery of the  accumulated  balance in the writer's
futures margin account which  represents the amount by which the market price of
the futures  contract,  at exercise,  exceeds (in the case of a call) or is less
than (in the case of a put) the  exercise  price of the  option  on the  futures
contract.  Alternatively,  settlement may be made totally in cash. Purchasers of
options who fail to exercise  their  options prior to the exercise date suffer a
loss of the premium paid.

         The writer of an option on a futures  contract  is  required to deposit
margin  pursuant  to  requirements   similar  to  those  applicable  to  futures
contracts. Upon exercise of an option on a futures contract, the delivery of the
futures position by the writer of the option to the holder of the option will be
accompanied  by  delivery  of the  accumulated  balance in the  writer's  margin
account.  This amount  will be equal to the amount by which the market  price of
the futures contract at the time of exercise exceeds,  in the case of a call, or
is less  than,  in the case of a put,  the  exercise  price of the option on the
futures contract.

         Although  financial  futures  contracts  by their terms call for actual
delivery or acceptance of securities, in most cases the contracts are closed out
before the settlement date without the making or taking of delivery. Closing out
is accomplished by effecting an offsetting transaction.  A futures contract sale
is closed out by effecting a futures  contract  purchase for the same  aggregate
amount of securities  and the same delivery  date. If the sale price exceeds the
offsetting  purchase price, the seller  immediately would be paid the difference
and would  realize a gain.  If the  offsetting  purchase  price exceeds the sale
price, the seller would immediately pay the difference and would realize a loss.
Similarly,  a futures  contract  purchase  is closed out by  effecting a futures
contract  sale  for the  same  securities  and the same  delivery  date.  If the
offsetting sale price exceeds the purchase price,  the purchaser would realize a
gain,  whereas if the purchase  price  exceeds the  offsetting  sale price,  the
purchaser would realize a loss.  Commissions on financial  futures contracts and
related  options  transactions  may be higher  than those  which  would apply to
purchases and sales of securities directly.

         A public  market  exists in interest  rate futures  contracts  covering
primarily  the  following  financial  instruments:  U.S.  Treasury  bonds;  U.S.
Treasury notes;  Government  National  Mortgage  Association  ("GNMA")  modified
pass-through mortgage-backed securities; three-month U.S. Treasury bills; 90-day
commercial paper; bank certificates of deposit;  and Eurodollar  certificates of
deposit.  It is expected that futures contracts trading in additional  financial
instruments will be authorized. The standard contract size is generally $100,000
for futures  contracts in U.S.  Treasury bonds,  U.S.  Treasury notes,  and GNMA
pass-through   securities  and  $1,000,000  for  the  other  designated  futures
contracts.  A public  market  exists in futures  contracts  covering a number of
indices,  including,  but not limited to, the  Standard & Poor's 500 Index,  the
Standard  & Poor's 100 Index,  the  NASDAQ 100 Index,  the Value Line  Composite
Index and the New York Stock Exchange Composite Index.

         Regulatory  Matters Relating to Futures  Contracts and Related Options.
The Staff of the Commission has taken the position that the purchase and sale of
futures  contracts  and the writing of related  options may give rise to "senior
securities" for the purposes of the restrictions  contained in Section 18 of the
1940 Act on investment companies' issuing senior securities.  However, the Staff
has taken  the  position  that no  senior  security  will be  created  if a Fund
segregates an amount of cash or other liquid assets at least equal to the amount
of the Fund's  obligation under the futures  contract or option.  Each Fund will
conduct its purchases and sales of any futures  contracts and writing of related
options transactions in accordance with this requirement.

     Certain Risks Relating to Futures Contracts and Related Options.  There are
special risks involved in futures transactions.

                  Volatility and Leverage.  The prices of futures  contracts are
volatile  and are  influenced,  among other  things,  by actual and  anticipated
changes in the market and interest  rates,  which in turn are affected by fiscal
and  monetary  policies and  national  and  international  policies and economic
events.

                  Most  United  States  futures  exchanges  limit the  amount of
fluctuation  permitted in futures  contract  prices during a single trading day.
The daily  limit  establishes  the  maximum  amount  that the price of a futures
contract may vary either up or down from the previous day's  settlement price at
the end of a  trading  session.  Once the  daily  limit  has been  reached  in a
particular  type of  futures  contract,  no trades  may be made on that day at a
price beyond that limit.  The daily limit governs only price  movement  during a
particular  trading day and therefore does not limit potential  losses,  because
the limit may prevent the liquidation of unfavorable positions. Futures contract
prices  have  occasionally  moved to the  daily  limit for  several  consecutive
trading days with little or no trading, thereby preventing prompt liquidation of
futures positions and subjecting some futures traders to substantial losses.

                  Because of the low margin deposits  required,  futures trading
involves an extremely high degree of leverage.  As a result,  a relatively small
price  movement in a futures  contract may result in immediate  and  substantial
loss, as well as gain, to the investor. For example, if at the time of purchase,
10% of the value of the futures  contract is deposited  as margin,  a subsequent
10% decrease in the value of the futures  contract  would result in a total loss
of the margin deposit,  before any deduction for the  transaction  costs, if the
account  were then closed out. A 15%  decrease  would  result in a loss equal to
150% of the original  margin  deposit,  if the contract were closed out. Thus, a
purchase  or sale of a futures  contract  may  result in losses in excess of the
amount invested in the futures contract.  However,  a Fund would presumably have
sustained comparable losses if, instead of the futures contract, it had invested
in the underlying instrument and sold it after the decline.  Furthermore, in the
case of a futures  contract  purchase,  in order to be  certain  that a Fund has
sufficient assets to satisfy its obligations  under a futures  contract,  a Fund
earmarks to the futures  contract  liquid  assets  equal in value to the current
value of the underlying instrument less the margin deposit.

                  Liquidity.  A Fund  may  elect  to  close  some  or all of its
futures positions at any time prior to their  expiration.  A Fund would do so to
reduce  exposure  represented  by long futures  positions  or increase  exposure
represented by short futures positions. A Fund may close its positions by taking
opposite  positions  which would operate to terminate the Fund's position in the
futures contracts.  Final determinations of variation margin would then be made,
additional  cash would be required to be paid by or released to a Fund, and such
Fund would realize a loss or a gain.

                  Futures  contracts  may be closed out only on the  exchange or
board of trade where the contracts  were initially  traded.  Although a Fund may
intend to purchase or sell  futures  contracts  only on  exchanges  or boards of
trade where there appears to be an active  market,  there is no assurance that a
liquid  market on an  exchange  or board of trade will exist for any  particular
contract at any  particular  time.  In such  event,  it might not be possible to
close a futures  contract,  and in the event of adverse price movements,  a Fund
would  continue to be required to make daily cash payments of variation  margin.
However,  in the event futures  contracts have been used to hedge the underlying
instruments, a Fund would continue to hold the underlying instruments subject to
the  hedge  until  the  futures   contracts   could  be   terminated.   In  such
circumstances,  an increase in the price of the underlying instruments,  if any,
might partially or completely offset losses on the futures contract. However, as
described  below,  there  is no  guarantee  that  the  price  of the  underlying
instruments  will, in fact,  correlate  with the price  movements in the futures
contract and thus provide an offset to losses on a futures contract.

                  Hedging  Risk. A decision of whether,  when,  and how to hedge
involves skill and judgment, and even a well-conceived hedge may be unsuccessful
to some degree because of unexpected  market  behavior,  market or interest rate
trends.  There are several risks in connection with the use by a Fund of futures
contracts  as a  hedging  device.  One  risk  arises  because  of the  imperfect
correlation  between  movements  in the  prices  of the  futures  contracts  and
movements in the prices of the underlying  instruments  which are the subject of
the  hedge.  The  Sub-advisor  will,  however,  attempt  to reduce  this risk by
entering into futures  contracts whose movements,  in its judgment,  will have a
significant  correlation  with  movements  in the prices of a Fund's  underlying
instruments sought to be hedged.

                  Successful  use of  futures  contracts  by a Fund for  hedging
purposes  is also  subject  to a  Sub-advisor's  ability  to  correctly  predict
movements in the direction of the market.  It is possible that,  when a Fund has
sold futures to hedge its portfolio against a decline in the market,  the index,
indices,  or  underlying  instruments  on which the futures  are  written  might
advance and the value of the underlying instruments held in the Fund's portfolio
might decline. If this were to occur, a Fund would lose money on the futures and
also would experience a decline in value in its underlying instruments. However,
while this might occur to a certain  degree,  the  Sub-advisor  may believe that
over  time  the  value  of a  Fund's  portfolio  will  tend to move in the  same
direction  as the market  indices  which are  intended to correlate to the price
movements of the underlying instruments sought to be hedged. It is also possible
that if a Fund were to hedge against the  possibility of a decline in the market
(adversely  affecting the  underlying  instruments  held in its  portfolio)  and
prices  instead  increased,  the Fund would  lose part or all of the  benefit of
increased value of those underlying  instruments that it has hedged,  because it
would have  offsetting  losses in its futures  positions.  In addition,  in such
situations,  if a Fund had  insufficient  cash, it might have to sell underlying
instruments  to  meet  daily  variation  margin  requirements.   Such  sales  of
underlying  instruments  might be, but would not  necessarily  be, at  increased
prices  (which  would  reflect  the  rising  market).  A Fund might have to sell
underlying instruments at a time when it would be disadvantageous to do so.

                  In  addition  to  the  possibility  that  there  might  be  an
imperfect correlation,  or no correlation at all, between price movements in the
futures  contracts  and the portion of the  portfolio  being  hedged,  the price
movements  of  futures  contracts  might  not  correlate  perfectly  with  price
movements  in the  underlying  instruments  due to certain  market  distortions.
First,  all participants in the futures market are subject to margin deposit and
maintenance   requirements.   Rather  than  meeting  additional  margin  deposit
requirements,   investors  might  close  futures  contracts  through  offsetting
transactions which could distort the normal relationship  between the underlying
instruments and futures markets.  Second, the margin requirements in the futures
market are less onerous than margin requirements in the securities markets,  and
as a  result  the  futures  market  might  attract  more  speculators  than  the
securities  markets do.  Increased  participation  by speculators in the futures
market might also cause temporary price  distortions.  Due to the possibility of
price  distortion  in the  futures  market  and also  because  of the  imperfect
correlation between price movements in the underlying  instruments and movements
in the prices of futures  contracts,  even a correct  forecast of general market
trends by the Sub-advisor might not result in a successful  hedging  transaction
over a very short time period.

         Certain Risks of Options on Futures Contracts. A Fund may seek to close
out an option  position by writing or buying an offsetting  option  covering the
same index,  underlying  instruments,  or contract and having the same  exercise
price and  expiration  date. The ability to establish and close out positions on
such options will be subject to the  maintenance of a liquid  secondary  market.
Reasons for the absence of a liquid  secondary market on an exchange include the
following:  (i) there may be insufficient  trading  interest in certain options;
(ii)  restrictions  may be imposed by an  exchange  on opening  transactions  or
closing  transactions  or  both;  (iii)  trading  halts,  suspensions  or  other
restrictions  may be imposed  with  respect to  particular  classes or series of
options, or underlying instruments; (iv) unusual or unforeseen circumstances may
interrupt normal operations on an exchange; (v) the facilities of an exchange or
a  clearing  corporation  may not at all times be  adequate  to  handle  current
trading  volume;  or (vi) one or more  exchanges  could,  for  economic or other
reasons,  decide or be compelled at some future date to discontinue  the trading
of options  (or a  particular  class or series of  options),  in which event the
secondary  market on that exchange (or in the class or series of options)  would
cease to exist,  although  outstanding  options  on the  exchange  that had been
issued by a clearing  corporation  as a result of trades on that exchange  would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated  trading activity or other unforeseen  events might
not,  at  times,  render  certain  of the  facilities  of  any  of the  clearing
corporations inadequate, and thereby result in the institution by an exchange of
special  procedures  which may interfere with the timely execution of customers'
orders.

         Foreign  Futures  and  Options.  Participation  in foreign  futures and
foreign options transactions involves the execution and clearing of trades on or
subject to the rules of a foreign board of trade.  Neither the National  Futures
Association nor any domestic exchange regulates activities of any foreign boards
of trade, including the execution, delivery and clearing of transactions, or has
the power to compel  enforcement of the rules of a foreign board of trade or any
applicable  foreign law. This is true even if the exchange is formally linked to
a domestic  market so that a position taken on the market may be liquidated by a
transaction on another  market.  Moreover,  such laws or  regulations  will vary
depending on the foreign country in which the foreign futures or foreign options
transaction  occurs.  For these reasons,  customers who trade foreign futures or
foreign options contracts may not be afforded certain of the protective measures
provided  by  the  Commodity   Exchange  Act,  the  Commodity   Futures  Trading
Commission's  ("CFTC")  regulations  and  the  rules  of  the  National  Futures
Association  and any domestic  exchange,  including the right to use reparations
proceedings  before the Commission and arbitration  proceedings  provided by the
National Futures  Association or any domestic futures  exchange.  In particular,
funds   received  from  customers  for  foreign   futures  or  foreign   options
transactions  may not be  provided  the same  protections  as funds  received in
respect of transactions  on United States futures  exchanges.  In addition,  the
price of any foreign futures or foreign  options  contract and,  therefore,  the
potential profit and loss thereon may be affected by any variance in the foreign
exchange rate between the time an order is placed and the time it is liquidated,
offset or exercised.

         Foreign  Currency  Contracts.   A  forward  foreign  currency  exchange
contract  involves an  obligation  to purchase or sell a specific  currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties,  at a price set at the time of the  contract.  These
contracts are  principally  traded in the interbank  market  conducted  directly
between currency traders (usually large,  commercial banks) and their customers.
A forward contract generally has no deposit requirement,  and no commissions are
charged at any stage for trades.

         Depending  on  the  applicable  investment  policies  and  restrictions
applicable to a Fund, a Fund may generally enter into forward  foreign  currency
exchange  contracts under two  circumstances.  First,  when a Fund enters into a
contract  for the  purchase  or  sale of a  security  denominated  in a  foreign
currency,  it may desire to "lock in" the U.S. dollar price of the security.  By
entering into a forward contract for the purchase or sale, for a fixed amount of
dollars,  of the amount of foreign currency involved in the underlying  security
transactions,  the Fund may be able to protect  itself  against a possible  loss
resulting from an adverse change in the relationship between the U.S. dollar and
the subject foreign  currency during the period between the date the security is
purchased or sold and the date on which payment is made or received.

         Second,  when a Sub-advisor  believes that the currency of a particular
foreign  country  may suffer or enjoy a  substantial  movement  against  another
currency,  including the U.S.  dollar,  it may enter into a forward  contract to
sell or buy the amount of the former foreign  currency,  approximating the value
of some or all of a Fund's  securities  denominated  in such  foreign  currency.
Alternatively,  where  appropriate,  a Fund may hedge all or part of its foreign
currency  exposure through the use of a basket of currencies or a proxy currency
where  such  currencies  or  currency  act  as  an  effective  proxy  for  other
currencies.  In such a case, a Fund may enter into a forward  contract where the
amount of the  foreign  currency  to be sold  exceeds  the  value of the  Fund's
securities  denominated  in  such  currency.  The  use of  this  basket  hedging
technique  may be more  efficient  and  economical  than  entering into separate
forward  contracts for each currency held in a Fund. The precise matching of the
forward  contract  amounts  and the value of the  securities  involved  will not
generally  be  possible  since the future  value of such  securities  in foreign
currencies  will change as a  consequence  of market  movements  in the value of
those  securities  between the date the forward contract is entered into and the
date it matures.  The  projection  of  short-term  currency  market  movement is
extremely  difficult,  and the  successful  execution  of a  short-term  hedging
strategy is highly uncertain.

         As  indicated  above,  it  is  impossible  to  forecast  with  absolute
precision  the market value of portfolio  securities  at the  expiration  of the
forward  contract.  Accordingly,  it may be  necessary  for a Fund  to  purchase
additional  foreign  currency  on the spot  market (and bear the expense of such
purchase) if the market value of the security is less than the amount of foreign
currency a Fund is  obligated  to deliver  and if a decision is made to sell the
security  and make  delivery  of the  foreign  currency.  Conversely,  it may be
necessary to sell on the spot market some of the foreign currency  received upon
the sale of the  portfolio  security if its market  value  exceeds the amount of
foreign currency a Fund is obligated to deliver.  However, as noted, in order to
avoid excessive transactions and transaction costs, a Fund may use liquid assets
denominated  in any currency to cover the amount by which the value of a forward
contract exceeds the value of the securities to which it relates.

         If a Fund retains the  portfolio  security and engages in an offsetting
forward contract transaction, the Fund will incur a gain or a loss (as described
below) to the extent that there has been movement in forward contract prices. If
the Fund engages in an offsetting transaction,  it may subsequently enter into a
new forward contract to sell the foreign currency. Should forward prices decline
during the period between a Fund's entering into a forward contract for the sale
of a foreign currency and the date it enters into an offsetting contract for the
purchase of the foreign currency, the Fund will realize a gain to the extent the
price of the currency it has agreed to sell exceeds the price of the currency it
has agreed to purchase.  Should  forward prices  increase,  a Fund will suffer a
loss to the  extent  of the price of the  currency  it has  agreed  to  purchase
exceeds the price of the currency it has agreed to sell.

         Currency  Futures  Contracts and Related  Options.  A currency  futures
contract sale creates an obligation by a Fund, as seller,  to deliver the amount
of currency called for in the contract at a specified  future time for a special
price. A currency futures contract  purchase creates an obligation by a Fund, as
purchaser,  to take delivery of an amount of currency at a specified future time
at a specified  price.  Unlike  forward  foreign  currency  exchange  contracts,
currency futures contracts are standardized as to amount and delivery period and
are traded on boards of trade and commodities  exchanges.  Although the terms of
currency futures contracts specify actual delivery or receipt, in most instances
the  contracts are closed out before the  settlement  date without the making or
taking of delivery of the currency.  Closing out of a currency  futures contract
is effected by entering into an offsetting purchase or sale transaction.  Unlike
a currency futures contract, which requires the parties to buy and sell currency
on a set date, an option on a currency futures  contract  entitles its holder to
decide on or before a future date whether to enter into such a contract.  If the
holder  decides not to enter into the contract,  the premium paid for the option
is fixed at the point of sale.

         Interest  Rate Swaps and Interest  Rate Caps and Floors.  Interest rate
swaps  involve the exchange by the Fund with another  party of their  respective
commitments  to pay or receive  interest,  e.g.,  an exchange  of floating  rate
payments for fixed rate payments.  The exchange commitments can involve payments
to be made in the same currency or in different  currencies.  The purchase of an
interest rate cap entitles the purchaser,  to the extent that a specified  index
exceeds a  predetermined  interest  rate,  to receive  payments of interest on a
contractually  based  principal  amount from the party selling the interest rate
cap.  The purchase of an interest  rate floor  entitles  the  purchaser,  to the
extent that a specified  index falls below a  predetermined  interest  rate,  to
receive payments of interest on a contractually  based principal amount from the
party selling the interest rate floor.

Hybrid Instruments:

         Hybrid instruments combine the elements of futures contracts or options
with those of debt,  preferred equity or a depository  instrument.  The risks of
investing  in  hybrid  instruments  reflect  a  combination  of the  risks  from
investing in securities,  futures and currencies,  including volatility and lack
of  liquidity.  Reference  is made to the  discussion  of  futures  and  forward
contracts in this SAI for a discussion  of these risks.  Further,  the prices of
the hybrid  instrument and the related commodity or currency may not move in the
same direction or at the same time. Hybrid  instruments may bear interest or pay
preferred  dividends  at below market (or even  relatively  nominal)  rates.  In
addition,  because the purchase and sale of hybrid  instruments could take place
in an over-the-counter market or in a private transaction between a Fund and the
seller of the hybrid instrument,  the creditworthiness of the other party to the
transaction  would be a risk factor which a Fund would have to consider.  Hybrid
instruments  also  may not be  subject  to the  regulation  of the  CFTC,  which
generally  regulates  the  trading of  commodity  futures by U.S.  persons,  the
Commission,  which  regulates  the offer and sale of  securities  by and to U.S.
persons, or any other governmental regulatory authority.

         Foreign Currency Exchange-Related Securities.  Certain Funds may invest
in foreign  currency  warrants,  principal  exchange rate linked  securities and
performance indexed paper.

                  Foreign  Currency  Warrants.  Foreign  currency  warrants  are
warrants which entitle the holder to receive from their issuer an amount of cash
(generally,  for warrants issued in the United States, in U.S. dollars) which is
calculated  pursuant to a  predetermined  formula and based on the exchange rate
between a specified foreign currency and the U.S. dollar as of the exercise date
of the warrant.  Foreign currency warrants  generally are exercisable upon their
issuance and expire as of a specified date and time.  Foreign currency  warrants
have been issued in connection  with U.S.  dollar-denominated  debt offerings by
major corporate  issuers in an attempt to reduce the foreign  currency  exchange
risk which, from the point of view of prospective  purchasers of the securities,
is inherent in the  international  fixed-income  marketplace.  Foreign  currency
warrants may attempt to reduce the foreign  exchange  risk assumed by purchasers
of a security by, for example, providing for a supplemental payment in the event
that the U.S. dollar  depreciates  against the value of a major foreign currency
such as the Japanese Yen. The formula used to determine the amount  payable upon
exercise of a foreign currency warrant may make the warrant worthless unless the
applicable foreign currency exchange rate moves in a particular direction (e.g.,
unless the U.S. dollar appreciates or depreciates against the particular foreign
currency to which the warrant is linked or indexed).  Foreign currency  warrants
are severable from the debt obligations with which they may be offered,  and may
be listed on exchanges.  Foreign  currency  warrants may be exercisable  only in
certain  minimum  amounts,  and an  investor  wishing to exercise  warrants  who
possesses  less than the minimum  number  required  for exercise may be required
either  to  sell  the  warrants  or to  purchase  additional  warrants,  thereby
incurring additional transaction costs. In the case of any exercise of warrants,
there  may be a  time  delay  between  the  time  a  holder  of  warrants  gives
instructions  to exercise and the time the exchange rate relating to exercise is
determined,  during  which time the exchange  rate could  change  significantly,
thereby  affecting  both the market and cash  settlement  values of the warrants
being  exercised.  The expiration date of the warrants may be accelerated if the
warrants  should be  delisted  from an exchange  or if their  trading  should be
suspended  permanently,  which would result in the loss of any  remaining  "time
value" of the warrants  (i.e.,  the difference  between the current market value
and the exercise  value of the  warrants),  and, in the case the  warrants  were
"out-of-the-money,"  in a total  loss of the  purchase  price  of the  warrants.
Warrants  are  generally  unsecured  obligations  of their  issuers  and are not
standardized foreign currency options issued by the Options Clearing Corporation
("OCC").  Unlike  foreign  currency  options issued by OCC, the terms of foreign
exchange warrants  generally will not be amended in the event of governmental or
regulatory actions affecting exchange rates or in the event of the imposition of
other regulatory  controls  affecting the international  currency  markets.  The
initial  public  offering  price  of  foreign  currency  warrants  is  generally
considerably in excess of the price that a commercial user of foreign currencies
might  pay  in  the  interbank   market  for  a  comparable   option   involving
significantly  larger amounts of foreign  currencies.  Foreign currency warrants
are subject to significant  foreign exchange risk,  including risks arising from
complex political or economic factors.

                  Principal Exchange Rate Linked Securities.  Principal exchange
rate linked securities are debt obligations the principal on which is payable at
maturity in an amount that may vary based on the exchange  rate between the U.S.
dollar and a particular  foreign  currency at or about that time.  The return on
"standard"  principal exchange rate linked securities is enhanced if the foreign
currency to which the security is linked  appreciates  against the U.S.  dollar,
and is adversely affected by increases in the foreign exchange value of the U.S.
dollar.  "Reverse"  principal  exchange  rate  linked  securities  are  like the
"standard" securities,  except that their return is enhanced by increases in the
value of the U.S.  dollar and  adversely  impacted by  increases in the value of
foreign currency. Interest payments on the securities are generally made in U.S.
dollars at rates that  reflect the degree of foreign  currency  risk  assumed or
given up by the  purchaser of the notes (i.e.,  at  relatively  higher  interest
rates if the  purchaser  has  assumed  some of the  foreign  exchange  risk,  or
relatively  lower  interest  rates if the issuer has assumed some of the foreign
exchange  risk,  based on the  expectations  of the current  market).  Principal
exchange rate linked  securities may in limited cases be subject to acceleration
of  maturity  (generally,  not  without  the  consent  of  the  holders  of  the
securities),  which may have an  adverse  impact  on the value of the  principal
payment to be made at maturity.

                  Performance  Indexed Paper.  Performance indexed paper is U.S.
dollar-denominated  commercial  paper the  yield of which is  linked to  certain
foreign  exchange  rate  movements.  The yield to the  investor  on  performance
indexed paper is  established  at maturity as a function of spot exchange  rates
between  the U.S.  dollar  and a  designated  currency  as of or about that time
(generally, the spot exchange rate two days prior to maturity). The yield to the
investor  will be  within  a range  stipulated  at the time of  purchase  of the
obligation,  generally  with a guaranteed  minimum rate of return that is below,
and a  potential  maximum  rate of return that is above,  market  yields on U.S.
dollar-denominated  commercial paper, with both the minimum and maximum rates of
return on the investment  corresponding to the minimum and maximum values of the
spot exchange rate two business days prior to maturity.

         Zero-Coupon  Securities.  Zero-coupon securities pay no cash income and
are sold at  substantial  discounts  from their value at maturity.  When held to
maturity,  their entire income,  which consists of accretion of discount,  comes
from the  difference  between  the  issue  price and  their  value at  maturity.
Zero-coupon  securities  are subject to greater market value  fluctuations  from
changing  interest rates than debt  obligations of comparable  maturities  which
make current distributions of interest (cash).  Zero-coupon securities which are
convertible into common stock offer the opportunity for capital  appreciation as
increases (or decreases) in market value of such securities  closely follows the
movements  in the  market  value of the  underlying  common  stock.  Zero-coupon
convertible  securities  generally  are  expected to be less  volatile  than the
underlying common stocks, as they usually are issued with maturities of 15 years
or less and are issued with options and/or  redemption  features  exercisable by
the holder of the  obligation  entitling the holder to redeem the obligation and
receive a defined cash payment.

         Zero-coupon  securities  include securities issued directly by the U.S.
Treasury,  and U.S. Treasury bonds or notes and their unmatured interest coupons
and  receipts  for  their  underlying  principal  ("coupons")  which  have  been
separated by their holder,  typically a custodian  bank or investment  brokerage
firm. A holder will separate the interest coupons from the underlying  principal
(the "corpus") of the U.S. Treasury  security.  A number of securities firms and
banks have  stripped the  interest  coupons and receipts and then resold them in
custodial receipt programs with a number of different names,  including Treasury
Income Growth  Receipts  ("TIGRSTM")  and  Certificate  of Accrual on Treasuries
("CATSTM").  The underlying U.S. Treasury bonds and notes themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e.,  unregistered  securities  which are owned  ostensibly  by the  bearer or
holder  thereof),  in trust on  behalf of the  owners  thereof.  Counsel  to the
underwriters  of these  certificates or other evidences of ownership of the U.S.
Treasury  securities have stated that, for federal tax and securities  purposes,
in their opinion  purchasers of such  certificates,  such as a Fund, most likely
will  be  deemed  the  beneficial  holder  of  the  underlying  U.S.  Government
securities.

         The U.S. Treasury has facilitated transfers of ownership of zero-coupon
securities by accounting  separately for the beneficial  ownership of particular
interest coupon and corpus payments on Treasury  securities  through the Federal
Reserve  book-entry  record  keeping  system.  The  Federal  Reserve  program as
established by the Treasury Department is known as "STRIPS" or "Separate Trading
of Registered Interest and Principal of Securities." Under the STRIPS program, a
Fund will be able to have its  beneficial  ownership of  zero-coupon  securities
recorded directly in the book-entry  record-keeping  system in lieu of having to
hold certificates or other evidences of ownership of the underlying U.S.
Treasury securities.

         When U.S.  Treasury  obligations  have been stripped of their unmatured
interest  coupons  by the  holder,  the  principal  or  corpus is sold at a deep
discount  because the buyer  receives  only the right to receive a future  fixed
payment on the  security  and does not receive  any rights to periodic  interest
(cash) payments. Once stripped or separated,  the corpus and coupons may be sold
separately.  Typically,  the coupons are sold  separately  or grouped with other
coupons with like  maturity  dates and sold bundled in such form.  Purchasers of
stripped  obligations   acquire,  in  effect,   discount  obligations  that  are
economically  identical to the  zero-coupon  securities  that the Treasury sells
itself.

         When-Issued Securities. The price of when-issued securities,  which may
be expressed in yield terms,  is fixed at the time the commitment to purchase is
made, but delivery and payment for the  when-issued  securities  take place at a
later date. Normally, the settlement date occurs within 90 days of the purchase.
During the period between purchase and settlement,  no payment is made by a Fund
to the issuer and no interest accrues to such Fund. Forward  commitments involve
a risk of loss if the value of the  security to be purchased  declines  prior to
the settlement  date,  which risk is in addition to the risk of decline in value
of a Fund's other assets. While when-issued  securities may be sold prior to the
settlement date, a Fund generally will purchase such securities with the purpose
of  actually  acquiring  them unless a sale  appears  desirable  for  investment
reasons.

         Mortgage-Backed   Securities.   When  a  Fund  owns  a  mortgage-backed
security, principal and interest payments made on the mortgages in an underlying
mortgage pool are passed through to a Fund. Unscheduled prepayments of principal
shorten the securities'  weighted average life and may lower their total return.
(When a mortgage in the  underlying  mortgage  pool is prepaid,  an  unscheduled
principal  prepayment is passed through to a Fund. This principal is returned to
a Fund at par. As a result,  if a mortgage  security  were trading at a premium,
its total return  would be lowered by  prepayments,  and if a mortgage  security
were trading at a discount, its total return would be increased by prepayments.)
The value of these securities also may change because of changes in the market's
perception of the  creditworthiness  of the federal  agency that issued them. In
addition, the mortgage securities market in general may be adversely affected by
changes in governmental regulation or tax policies.

         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.  See "Types
of Credit Support" below.

         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
(see "Types of Credit  Support"),  the  issuing  entities  are  unlikely to have
sufficient  assets to satisfy  their  obligations  on the  related  asset-backed
securities.

                  Methods of  Allocating  Cash  Flows.  While many  asset-backed
securities  are  issued  with  only one  class of  security,  many  asset-backed
securities are issued in more than one class, each with different payment terms.
Multiple class asset-backed  securities are issued for two main reasons.  First,
multiple  classes may be used as a method of providing  credit support.  This is
accomplished  typically  through  creation of one or more classes whose right to
payments on the  asset-backed  security is made subordinate to the right to such
payments  of the  remaining  class or  classes.  See "Types of Credit  Support."
Second,  multiple  classes may permit the  issuance of  securities  with payment
terms, interest rates or other characteristics differing both from those of each
other  and from  those of the  underlying  assets.  Examples  include  so-called
"strips"  (asset-backed  securities  entitling  the  holder to  disproportionate
interests with respect to the allocation of interest and principal of the assets
backing  the  security),   and  securities   with  a  class  or  classes  having
characteristics which mimic the characteristics of non-asset-backed  securities,
such as  floating  interest  rates  (i.e.,  interest  rates  which  adjust  as a
specified benchmark changes) or scheduled amortization of principal.

                  Asset-backed  securities  in which the payment  streams on the
underlying assets are allocated in a manner different than those described above
may be issued in the future. A Fund may invest in such  asset-backed  securities
if such investment is otherwise  consistent  with its investment  objectives and
policies and with the investment restrictions of the Fund.

                  Types of Credit  Support.  Asset-backed  securities  are often
backed by a pool of assets representing the obligations of a number of different
parties.  To lessen the effect of failures by obligors on  underlying  assets to
make payments,  such  securities may contain  elements of credit  support.  Such
credit  support  falls into two classes:  liquidity  protection  and  protection
against  ultimate  default  by an obligor on the  underlying  assets.  Liquidity
protection  refers  to the  provision  of  advances,  generally  by  the  entity
administering  the pool of assets,  to ensure  that  scheduled  payments  on the
underlying  pool are  made in a  timely  fashion.  Protection  against  ultimate
default ensures ultimate payment of the obligations on at least a portion of the
assets  in the  pool.  Such  protection  may  be  provided  through  guarantees,
insurance  policies or letters of credit  obtained from third  parties,  through
various means of  structuring  the  transaction or through a combination of such
approaches.  Examples of asset-backed securities with credit support arising out
of the structure of the  transaction  include  "senior-subordinated  securities"
(multiple class  asset-backed  securities  with certain  classes  subordinate to
other  classes as to the  payment of  principal  thereon,  with the result  that
defaults  on the  underlying  assets  are  borne  first  by the  holders  of the
subordinated class) and asset-backed securities that have "reserve funds" (where
cash or investments,  sometimes funded from a portion of the initial payments on
the underlying  assets,  are held in reserve against future losses) or that have
been "over  collateralized"  (where the scheduled  payments on, or the principal
amount of, the  underlying  assets  substantially  exceeds that required to make
payment of the asset-backed securities and pay any servicing or other fees). The
degree of credit support provided on each issue is based generally on historical
information  respecting the level of credit risk  associated with such payments.
Delinquency or loss in excess of that  anticipated  could  adversely  affect the
return on an investment in an asset-backed security.  Additionally,  if a letter
of credit is exhausted,  holders of asset-backed  securities may also experience
delays in  payments  or  losses  if the full  amounts  due on  underlying  sales
contracts are not realized.

                  Automobile Receivable Securities.  Asset-backed securities may
be backed by  receivables  from motor  vehicle  installment  sales  contracts or
installment   loans   secured   by  motor   vehicles   ("Automobile   Receivable
Securities").   Since   installment   sales  contracts  for  motor  vehicles  or
installment  loans  related  thereto  ("Automobile  Contracts")  typically  have
shorter  durations and lower  incidences of  prepayment,  Automobile  Receivable
Securities   generally  will  exhibit  a  shorter  average  life  and  are  less
susceptible to prepayment risk.

                  Most  entities  that issue  Automobile  Receivable  Securities
create an enforceable interest in their respective  Automobile Contracts only by
filing a  financing  statement  and by having  the  servicer  of the  Automobile
Contracts,  which is usually the  originator of the Automobile  Contracts,  take
custody  thereof.  In such  circumstances,  if the  servicer  of the  Automobile
Contracts  were to sell the same  Automobile  Contracts  to  another  party,  in
violation of its  obligation not to do so, there is a risk that such party could
acquire an interest in the Automobile  Contracts superior to that of the holders
of Automobile  Receivable  Securities.  Also although most Automobile  Contracts
grant a security  interest in the motor vehicle being  financed,  in most states
the security  interest in a motor  vehicle must be noted on the  certificate  of
title to create an enforceable  security  interest  against  competing claims of
other  parties.  Due to the large  number of  vehicles  involved,  however,  the
certificate  of title  to each  vehicle  financed,  pursuant  to the  Automobile
Contracts underlying the Automobile Receivable Security,  usually is not amended
to reflect the assignment of the seller's  security  interest for the benefit of
the holders of the Automobile  Receivable  Securities.  Therefore,  there is the
possibility that recoveries on repossessed collateral may not, in some cases, be
available to support payments on the securities. In addition,  various state and
federal securities laws give the motor vehicle owner the right to assert against
the holder of the owner's Automobile  Contract certain defenses such owner would
have against the seller of the motor  vehicle.  The  assertion of such  defenses
could reduce payments on the Automobile Receivable Securities.

                  Credit Card Receivable Securities. Asset-backed securities may
be backed by receivables  from revolving  credit card  agreements  ("Credit Card
Receivable  Securities").  Credit  balances on revolving  credit card agreements
("Accounts") are generally paid down more rapidly than are Automobile Contracts.
Most of the Credit Card Receivable  Securities issued publicly to date have been
Pass-Through  Certificates.  In order to  lengthen  the  maturity of Credit Card
Receivable  Securities,  most such securities  provide for a fixed period during
which only interest  payments on the  underlying  Accounts are passed through to
the security holder and principal payments received on such Accounts are used to
fund the  transfer  to the pool of assets  supporting  the  related  Credit Card
Receivable  Securities of additional credit card charges made on an Account. The
initial fixed period  usually may be shortened  upon the occurrence of specified
events  which  signal a  potential  deterioration  in the  quality of the assets
backing the security,  such as the  imposition of a cap on interest  rates.  The
ability of the issuer to extend the life of an issue of Credit  Card  Receivable
Securities  thus depends upon the continued  generation of additional  principal
amounts  in  the  underlying   accounts   during  the  initial  period  and  the
non-occurrence  of specified  events.  An acceleration  in cardholders'  payment
rates or any other event  which  shortens  the period  during  which  additional
credit  card  charges on an  Account  may be  transferred  to the pool of assets
supporting  the  related  Credit  Card  Receivable  Security  could  shorten the
weighted  average  life and  reduce  the  yield of the  Credit  Card  Receivable
Security.

                  Credit card holders are entitled to the protection of a number
of state and federal  consumer  credit laws,  many of which give such holder the
right to set off  certain  amounts  against  balances  owed on the credit  card,
thereby  reducing  amounts  paid on  Accounts.  In  addition,  unlike most other
asset-backed securities, Accounts are unsecured obligations of the cardholder.

         Warrants.  Warrants basically are options to purchase equity securities
at a specific price valid for a specific  period of time.  They do not represent
ownership  of the  securities  but only the  right to buy them.  Investments  in
warrants  are  speculative  in that  warrants  have  no  voting  rights,  pay no
dividends,  and have no rights  with  respect to the  assets of the  corporation
issuing them.  Warrants  differ from call options in that warrants are issued by
the issuer of the security  which may be purchased  on their  exercise,  whereas
call  options may be written or issued by anyone.  The prices of warrants do not
necessarily move parallel to the prices of the underlying securities.

         Certain Risks of Foreign Investing:

                  Currency Fluctuations. Investment in securities denominated in
foreign  currencies  involves  certain  risks. A change in the value of any such
currency  against the U.S. dollar will result in a  corresponding  change in the
U.S. dollar value of a Fund's assets denominated in that currency.  Such changes
will also affect a Fund's income.  Generally,  when a given currency appreciates
against  the  dollar  (the  dollar  weakens)  the  value of a Fund's  securities
denominated  in that  currency  will  rise.  When a given  currency  depreciates
against the dollar (the dollar  strengthens),  the value of a Fund's  securities
denominated in that currency would be expected to decline.

                  Investment and Repatriation  Restrictions.  Foreign investment
in the  securities  markets  of  certain  foreign  countries  is  restricted  or
controlled in varying degrees. These restrictions may at times limit or preclude
investment  in certain of such  countries and may increase the cost and expenses
of a Fund.  Investments  by  foreign  investors  are  subject  to a  variety  of
restrictions in many developing countries.  These restrictions may take the form
of prior governmental approval,  limits on the amount or type of securities held
by  foreigners,  and limits on the types of  companies in which  foreigners  may
invest. Additional or different restrictions may be imposed at any time by these
or other  countries in which a Fund invests.  In addition,  the  repatriation of
both investment  income and capital from several foreign countries is restricted
and controlled under certain  regulations,  including in some cases the need for
certain government consents.

                  Market Characteristics. Foreign securities may be purchased in
over-the-counter markets or on stock exchanges located in the countries in which
the respective  principal  offices of the issuers of the various  securities are
located,  if that is the  best  available  market.  Foreign  stock  markets  are
generally not as developed or efficient as, and may be more volatile than, those
in the United States.  While growing in volume,  they usually have substantially
less volume than U.S.  markets  and a Fund's  securities  may be less liquid and
more volatile than securities of comparable U.S.  companies.  Equity  securities
may trade at price/earnings multiples higher than comparable U.S. securities and
such levels may not be  sustainable.  Commissions  on foreign  stock  exchanges,
which may be fixed, may generally be higher than negotiated  commissions on U.S.
exchanges,  although a Fund will  endeavor  to achieve  the most  favorable  net
results  on its  portfolio  transactions.  There is  generally  less  government
supervision  and  regulation  of foreign  stock  exchanges,  brokers  and listed
companies  than  in  the  United  States.  Moreover,  settlement  practices  for
transactions in foreign markets may differ from those in U.S.  markets,  and may
include delays beyond periods customary in the United States.

                  Political and Economic Factors.  Individual  foreign economies
of certain countries may differ favorably or unfavorably from the United States'
economy in such respects as growth of gross national product, rate of inflation,
capital  reinvestment,   resource   self-sufficiency  and  balance  of  payments
position.  The internal  politics of certain foreign countries are not as stable
as in the United States.  Moreover,  as the result of the  prevailing  political
climate, the Fund may not be able to obtain legal remedies or enforce judgements
in foreign countries.

                  Governments   in  certain   foreign   countries   continue  to
participate to a significant  degree,  through ownership interest or regulation,
in  their  respective  economies.  Action  by  these  governments  could  have a
significant effect on market prices of securities and payment of dividends.  The
economies of many foreign  countries are heavily  dependent  upon  international
trade and are  accordingly  affected by protective  trade  barriers and economic
conditions of their trading partners. The enactment by these trading partners of
protectionist trade legislation could have a significant adverse effect upon the
securities markets of such countries.

                  Information and Supervision.  There is generally less publicly
available  information about foreign companies comparable to reports and ratings
that are published about companies in the United States.  Foreign  companies are
also  generally  not  subject  to uniform  accounting,  auditing  and  financial
reporting standards,  practices and requirements  comparable to those applicable
to U.S. companies.

                  Taxes.  The  dividends  and  interest  payable on certain of a
Fund's foreign  securities  may be subject to foreign  withholding  taxes,  thus
reducing  the net  amount of income  available  for  distribution  to the Fund's
shareholders.  A shareholder otherwise subject to U.S. federal income taxes may,
subject to certain  limitations,  be entitled to claim a credit or deduction for
U.S.  federal  income tax  purposes for his or her  proportionate  share of such
foreign taxes paid by the Fund.

                  Costs. Investors should understand that the expense ratio of a
Fund investing primarily in foreign securities can be expected to be higher than
investment  companies  investing  in  domestic  securities  since  the  cost  of
maintaining the custody of foreign securities and the rate of advisory fees paid
by a Fund are higher.

                  Other. With respect to certain foreign  countries,  especially
developing and emerging  ones,  there is the  possibility of adverse  changes in
investment  or  exchange  control  regulations,  expropriation  or  confiscatory
taxation,  limitations  on the  removal  of  funds or  other  assets  of a Fund,
political or social instability,  or diplomatic  developments which could affect
investments by U.S. persons in those countries.

                  Eastern Europe. Changes occurring in Eastern Europe and Russia
today could have long-term  potential  consequences.  As restrictions fall, this
could result in rising standards of living,  lower manufacturing  costs, growing
consumer spending, and substantial economic growth.  However,  investment in the
countries  of  Eastern  Europe and  Russia is highly  speculative  at this time.
Political and economic reforms are too recent to establish a definite trend away
from  centrally-planned  economies  and state owned  industries.  In many of the
countries  of Eastern  Europe and Russia,  there is no stock  exchange or formal
market  for  securities.  Such  countries  may  also  have  government  exchange
controls,   currencies  with  no  recognizable  market  value  relative  to  the
established  currencies of western market economies,  little or no experience in
trading in securities, no financial reporting standards, a lack of a banking and
securities  infrastructure  to handle such trading,  and a legal tradition which
does not recognize rights in private property. In addition,  these countries may
have national policies which restrict  investments in companies deemed sensitive
to the country's national interest.  Further,  the governments in such countries
may require governmental or  quasi-governmental  authorities to act as custodian
of a Fund's  assets  invested in such  countries and these  authorities  may not
qualify as a foreign custodian under the 1940 Act and exemptive relief from such
Act may be required.  All of these  considerations  are among the factors  which
could cause  significant risks and uncertainties to investment in Eastern Europe
and Russia.

                  Latin America. The political history of certain Latin American
countries has been characterized by political  uncertainty,  intervention by the
military in civilian  and  economic  spheres,  and  political  corruption.  Such
developments,  if they were to reoccur,  could reverse  favorable  trends toward
market and  economic  reform,  privatization  and removal of trade  barriers and
result in significant  disruption in securities  markets.  Persistent  levels of
inflation or in some cases,  hyperinflation,  have led to high  interest  rates,
extreme  measures  by  governments  to keep  inflation  in check and a generally
debilitating effect on economic growth. Although inflation in many countries has
lessened,  there is no guarantee it will remain at lower levels. In addition, of
developing  countries,  a number of Latin American  countries are also among the
largest debtors.  There have been moratoria on, and  reschedulings of, repayment
with respect to these debts.  Such events can restrict the  flexibility of these
debtor  nations in the  international  markets and result in the  imposition  of
onerous conditions on their economies.

                  Certain Latin American  countries may have managed  currencies
which are  maintained  at  artificial  levels to the U.S.  dollar rather than at
levels  determined  by the  market.  This type of system  can lead to sudden and
large  adjustments  in the currency  which,  in turn,  can have a disruptive and
negative effect on foreign investors.  Certain Latin American countries also may
restrict  the  free  conversion  of  their  currency  into  foreign  currencies,
including the U.S. dollar.  There is no significant  foreign exchange market for
certain  currencies and it would, as a result, be difficult for a Fund to engage
in foreign  currency  transactions  designed  to protect the value of the Fund's
interests in securities denominated in such currencies.

Securities Lending:

         The Company  has made  arrangements  for the Funds to lend  securities.
While a Fund may earn additional income from lending  securities,  such activity
is  incidental  to the  investment  objective  of the Fund.  In  addition to the
compensation payable by borrowers under securities loans, a Fund would also earn
income  from  the  investment  of cash  collateral  for  such  loans.  Any  cash
collateral  received by a Fund in  connection  with such loans  normally will be
invested in high-quality money market securities.  However, any losses resulting
from the investment of cash collateral would be borne by the lending Fund. There
is no assurance  that  collateral  for loaned  securities  will be sufficient to
provide for  recovery of interest,  dividends,  or other  distributions  paid in
respect of loaned  securities  and not received by a Fund or to pay all expenses
incurred  by a Fund in  arranging  the  loans  or in  exercising  rights  in the
collateral in the event that loaned securities are not returned.

                       ADDITIONAL PERFORMANCE INFORMATION

         From time to time,  a Fund's  yield and total return may be included in
advertisements,  sales  literature,  or shareholder  reports.  In addition,  the
Company may advertise the effective yield of the ASAF JPM Money Market Fund. All
figures  are based upon  historical  earnings  and are not  intended to indicate
future performance.

ASAF JPM MONEY MARKET FUND (the "Money Market Fund"):

         In  accordance  with  regulations  prescribed  by the  Commission,  the
Company is required to compute the Money Market Fund's current  annualized yield
for a seven-day  period in accordance with a specified  formula,  which does not
take  into  consideration  any  realized  or  unrealized  gains or losses on its
portfolio  securities.  This current annualized yield is computed by determining
the net change (exclusive of realized gains and losses on the sale of securities
and unrealized  appreciation  and  depreciation)  in the value of a hypothetical
account  having a balance of one share of the Money Market Fund at the beginning
of such seven-day period, dividing such net change in account value by the value
of the  account at the  beginning  of the period to  determine  the base  period
return and annualizing this quotient on a 365-day basis.

         The Commission also permits the Company to disclose the effective yield
of the Money  Market  Fund for the same  seven-day  period,  which is the Fund's
yield  determined on a compounded  basis.  The effective  yield is calculated by
compounding the unannualized base period return by adding one to the base period
return,  raising the sum to a power  equal to 365 divided by 7, and  subtracting
one from the result.  The effective yield will be slightly higher than the yield
because of the compounding effect of this assumed reinvestment.

         The  yield on  amounts  held in the Money  Market  Fund  normally  will
fluctuate on a daily basis.  Therefore,  the disclosed  yield for any given past
period is not an  indication  or  representation  of  future  yields or rates of
return.  The Money Market Fund's actual yield is affected by changes in interest
rates  on  money  market  securities,  the  average  portfolio  maturity  of the
corresponding  Portfolio in which the Money Market Fund  invests,  the types and
quality  of  portfolio  securities  held by such  Portfolio,  and the Fund's and
Portfolio's operating expenses.

         The current yield and effective  yield  calculations  for each class of
shares  of the ASAF JPM  Money  Market  Fund are  shown  below for the seven day
period ended October 31, 1998:


<TABLE>
<CAPTION>
                                                     Class A      Class B      Class C      Class X

                        <S>                          <C>          <C>          <C>          <C>
                         Current Yield               3.24%        2.73%        2.74%        2.74%
                        Effective Yield              3.29%        2.77%        2.78%        2.78%
</TABLE>

ALL OTHER FUNDS:

         Standardized Average Annual Total Return Quotations.  "Total return" is
one of the  primary  methods  used to measure  performance  and  represents  the
percentage change in value of a class of a Fund, or of a hypothetical investment
in a class of a Fund,  over any period up to the lifetime of the class.  Average
annual  total return  quotations  for Class A, B, C and X shares are computed by
finding  the  average  annual  compounded  rates of return  that  would  cause a
hypothetical  investment  made on the first day of a designated  period to equal
the ending redeemable value of such  hypothetical  investment on the last day of
the designated period in accordance with the following formula:

                                                           P(1+T)n = ERV

         Where:     P      =   a hypothetical initial payment of $1,000

                    T      =   average annual total return

                    n      =   number of years

                    ERV = ending  redeemable  value of the  hypothetical  $1,000
initial  payment made at the beginning of the  designated  period (or fractional
portion thereof)

         The computation  above assumes that the maximum sales charge applicable
to a class of Fund shares is deducted from the initial $1,000 payment,  and that
all dividends and distributions made by a Fund are reinvested at net asset value
("NAV") during the designated  period. The average annual total return quotation
is determined to the nearest 1/100 of 1%.

         Total return  percentages for periods longer than one year will usually
be  accompanied  by total  return  percentages  for each year  within the period
and/or by the average annual compounded total return for the period.  The income
and capital  components  of a given return may be separated  and  portrayed in a
variety of ways in order to illustrate their relative significance.  Performance
may  also  be  portrayed  in  terms  of  cash  or  investment  values,   without
percentages.  Past performance cannot guarantee any particular future result. In
determining  the average  annual total return  (calculated  as provided  above),
recurring fees, if any, that are charged to all  shareholder  accounts are taken
into consideration. For any account fees that vary with the size of the account,
the account fee used for purposes of the above  computation is assumed to be the
fee that would be charged to the mean account size of a class of the Fund.

         In addition,  with respect to the Class X shares, a standardized return
will reflect the impact of the 2.5% bonus shares. The impact of the bonus shares
on total return is  particularly  pronounced for shorter periods for which total
return is  measured,  such as one and three  years.  You  should  take this into
consideration  in any  comparison  of total  return  between the Funds and other
mutual funds.  For a discussion  of the Class X bonus shares,  see the Company's
Prospectus under "How to Buy Shares."

         The  total  return  of each  class  of  shares  of each  Fund  that had
commenced  operations prior to October 31, 1998, other than the JPM Money Market
Fund, computed as of October 31, 1998, is shown below:

<TABLE>
<CAPTION>
                                                                       Total Return

                                                             Class A        Class B       Class C      Class X
<S>                                                  <C>       <C>         <C>            <C>          <C>
ASAF Founders International Small Capitalization Fund1
     One Year                                                  -0.08%      -1.21%         3.70%        1.50%
     Since Inception                                            8.44%      8.52%          11.12%       10.07%
ASAF T. Rowe Price  International Equity Fund1
     One Year                                                  -0.94%      -2.04%         2.96%        0.55%
     Since Inception                                            1.44%      1.23%          3.92%        2.85%
ASAF Janus Overseas Growth Fund2
     One Year                                                  3.35%       2.15%          7.24%        4.96%
     Since Inception                                           10.47%      10.65%         14.35%       12.75%
ASAF Janus Small-Cap Growth Fund1
     One Year                                                  10.39%      9.41%          14.49%       12.38%
     Since Inception                                           12.06%      12.15%         14.84%       13.90%
ASAF T. Rowe Price Small Company Value Fund1
     One Year                                                  -23.71%     -24.83%        -20.92       -22.85%
     Since Inception                                           -7.89%      -8.37%         -5.71%       -7.06%
ASAF Neuberger Berman Mid-Cap Growth Fund3
     One Year                                                  n/a         n/a            n/a          n/a
     Since Inception                                           38.31%      38.94%         44.04%       42.56%
ASAF Neuberger Berman Mid-Cap Value Fund3
     One Year                                                  n/a         n/a            n/a          n/a
     Since Inception                                           15.44%      15.14%         20.14%       18.06%
ASAF Oppenheimer Large-Cap Growth Fund2
     One Year                                                  3.49%       2.57%          7.32%        5.21%
     Since Inception                                           13.43%      14.06%         17.36%       16.07%
ASAF Marsico Growth Fund3
     One Year                                                  n/a         n/a            n/a          n/a
     Since Inception                                           29.35%      29.80%         34.70%       32.99%
ASAF Janus Capital Growth Fund1
     One Year                                                  43.60%      44.28%         49.20%       48.08%
     Since Inception                                           38.33%      39.68%         41.70%       41.80%
ASAF  Lord Abbett Growth and Income Fund2
     One Year                                                  6.83%       5.82%          10.84%       8.73%
     Since Inception                                           13.92%      14.48%         17.92%       16.64%
ASAF INVESCO Equity Income Fund1
     One Year                                                  9.04%       8.30%          13.30%       11.07%
     Since Inception                                           16.57%      17.02%         19.53%       18.69%
ASAF American Century Strategic Balanced Fund1
     One Year                                                  11.17%      10.24%         15.24%       13.16%
     Since Inception                                           11.75%      11.82%         14.41%       13.41%
ASAF Federated High Yield Bond Fund1
     One Year                                                  1.41%       -0.55%         4.34%        2.09%
     Since Inception                                           4.53%       3.94%          6.65%        5.45%
ASAF Total Return Bond Fund1
     One Year                                                  1.18%       -0.82%         4.18%        1.82%
     Since Inception                                           3.77%       2.94%          5.72%        4.49%
</TABLE>

1. Commenced operations July 28, 1997.
2. Commenced operations January 2, 1998.
3. Commenced operations August 19, 1998.

         Standardized  Yield Quotations.  The yield of a class of Fund shares is
computed by dividing the class's net  investment  income per share during a base
period of 30 days, or one month, by the maximum  offering price per share of the
class on the last day of such  base  period  in  accordance  with the  following
formula:

                                            YIELD = 2 [ (a - b + 1)6 - 1 ]
                                                                     cd

<TABLE>
<CAPTION>
<S>     <C>        <C>   <C> <C>
         Where:     a    =   net investment income earned during the period attributable to the subject class

                    b    =   net expenses accrued for the period attributable to the subject class

                    c    =   the average  daily number of shares of the subject  class  outstanding  during the period that
                              were entitled to receive dividends

                    d    =   the  maximum  offering  price per  share of the  subject
                             class
</TABLE>

         Net  investment  income will be  determined  in  accordance  with rules
established by the Commission. The price per share of Class A shares, other than
shares of the ASAF JPM Money Market Fund,  will include the maximum sales charge
imposed on purchases of Class A shares which decreases with the amount of shares
purchased.

         The yield for each  class of shares of the ASAF  Federated  High  Yield
Fund and ASAF Total  Return Bond Fund for the 30 day period ended April 30, 1999
is shown below:

<TABLE>
<CAPTION>
                                                            Class A      Class B      Class C      Class X

              <S>                                              <C>          <C>          <C>          <C>
               ASAF Federated High Yield Bond Fund             7.43%        7.29%        7.28%        7.23%
              ASAF Total Return Bond Fund                      4.90%        4.58%        4.55%        4.50%
</TABLE>

         Non-Standardized  Performance.  In order to more completely represent a
Fund's performance or more accurately compare such performance to other measures
of  investment  return,  a  Fund  also  may  include  in  advertisements,  sales
literature  and  shareholder   reports  other  total  return   performance  data
("Non-Standardized Return").  Non-Standardized Return may be quoted for the same
or different  periods as those for which  standardized  return is quoted; it may
consist of an  aggregate or average  annual  percentage  rate of return,  actual
year-by-year rates or any combination  thereof.  Non-Standardized  Return may or
may not take sales charges into account;  performance  data  calculated  without
taking  the  effect of sales  charges  into  account  will be  higher  than data
including  the  effect of such  charges.  Non-standardized  performance  will be
advertised only if the standard performance data for the same period, as well as
for the required periods, is also presented.

         Each Fund may also publish its  distribution  rate and/or its effective
distribution  rate. A Fund's  distribution rate is computed by dividing the most
recent monthly distribution per share annualized,  by the current NAV per share.
A Fund's  effective  distribution  rate is computed by dividing the distribution
rate by the ratio used to annualize  the most recent  monthly  distribution  and
reinvesting the resulting amount for a full year on the basis of such ratio. The
effective distribution rate will be higher than the distribution rate because of
the compounding effect of the assumed reinvestment. Unlike a Fund's yield, which
is  computed  from the yields to maturity  of all debt  obligations  held by the
Fund, the distribution  rate is based on a Fund's last monthly  distribution.  A
Fund's  monthly  distribution  tends to be relatively  stable and may be more or
less than the  amount of net  investment  income  and  short-term  capital  gain
actually earned by the Fund during the month (see the Company's Prospectus under
"Dividends, Capital Gains and Taxes").

         Other data that may be advertised or published  about each Fund include
the average portfolio  quality,  the average portfolio  maturity and the average
portfolio duration.

         Comparative  Information.  From time to time in advertisements or sales
material,  the Fund's  performance  ratings or other information as published by
recognized mutual fund statistical or rating services, such as Lipper Analytical
Services,  Inc. or Morningstar,  or by publications of general interest, such as
Forbes or Money,  may be  discussed.  The  performance  of the Funds may also be
compared  to that of other  selected  mutual  funds,  mutual  fund  averages  or
recognized stock market indicators.  Such performance ratings or comparisons may
be made with funds that may have different investment restrictions,  objectives,
policies or techniques than the Funds and such other funds or market  indicators
may be  comprised  of  securities  that  differ  significantly  from the  Funds'
investments.  Descriptions  of some of the indices  which may be used are listed
below:

         o  The  Standard  &  Poor's  500  Composite  Stock  Price  Index  is  a
well-diversified  list of 500 large  capitalization  companies  representing the
U.S. Stock Market.

         o The  Standard and Poor's Small Cap 600 index is designed to represent
price  movements  in the small cap U.S.  equity  market.  It contains  companies
chosen  by the  Standard  & Poor's  Index  Committee  for their  size,  industry
characteristics,  and  liquidity.  None of the  companies in the S&P 600 overlap
with  the S&P 500 or the S&P 400  (MidCap  Index).  The S&P 600 is  weighted  by
market capitalization.

         o The NASDAQ Composite OTC Price Index is a market  value-weighted  and
unmanaged   index  showing  the  changes  in  the  aggregate   market  value  of
approximately 3,500 stocks.

         o The Lehman  Government Bond Index is a measure of the market value of
all public  obligations of the U.S.  Treasury;  all publicly  issued debt of all
agencies of the U.S.  Government  and all  quasi-federal  corporations;  and all
corporate debt guaranteed by the U.S.  Government.  Mortgage backed  securities,
bonds and foreign  targeted  issues are not  included  in the Lehman  Government
Index.

         o The Lehman Government/Corporate Bond Index is a measure of the market
value of approximately 5,300 bonds with a face value currently in excess of $1.3
trillion. To be included in the Lehman Government/Corporate Index, an issue must
have  amounts  outstanding  in excess of $1  million,  have at least one year to
maturity and be rated "Baa" or its equivalent or higher ("investment  grade") by
a nationally recognized rating agency.

         o The  Russell  2000  Index  represents  the  bottom  two thirds of the
largest 3000 publicly traded companies  domiciled in the U.S. Russell uses total
market capitalization to determine the companies that are included in the Index.
Only common stocks are included in the Index.

         o The Russell 2500 Index is a market  value-weighted,  unmanaged  index
showing  total return  (i.e.,  principal  changes with income) in the  aggregate
market  value of 2,500  stocks of publicly  traded  companies  domiciled  in the
United States.  The Index includes  stocks traded on the New York Stock Exchange
and the American Stock Exchange as well as in the over-the-counter market.

         o The  Morgan  Stanley  Capital  International  EAFE  Index  (the "EAFE
Index") is an unmanaged index, which includes over 1,000 companies  representing
the stock markets of Europe,  Australia,  New Zealand and the Far East. The EAFE
Index is typically shown weighted by the market capitalization. However, EAFE is
also available  weighted by Gross Domestic  Product  ("GDP").  These weights are
modified on July 1st of each year to reflect the prior year's GDP.

         o The  Lehman  Brothers  High Yield BB Index is a measure of the market
value of public debt  issues with a minimum par value of $100  million and rated
Ba1-Ba3 by  Moody's.  All bonds  within the index are U.S.  dollar  denominated,
non-convertible and have at least one year remaining to maturity.

In addition, the total return or yield of the Funds may be compared to the yield
on U.S. Treasury  obligations and to the percentage change in the Consumer Price
Index.

         Each  Fund's  investment  performance  may  be  advertised  in  various
financial  publications,  newspapers,  magazines,  including:  Across the Board,
Advertising Age, Adviser's Magazine,  Adweek, Agent,  American Banker,  American
Agent and Broker, Associated Press, Barron's,  Best's Review, Bloomberg,  Broker
World, Business Daily, Business Insurance,  Business Marketing,  Business Month,
Business  News  Features,  Business  Week,  Business  Wire,  California  Broker,
Changing Times,  Consumer  Reports,  Consumer  Digest,  Crain's,  Dow Jones News
Service,  Economist,  Entrepreneur,  Entrepreneurial  Woman, Financial Planning,
Financial  Services Week,  Financial Times,  Financial World,  Forbes,  Fortune,
Hartford Courant, Inc., Independent Business,  Institutional Investor, Insurance
Forum,  Insurance Advocate Independent,  Insurance Review Investor's,  Insurance
Times,  Insurance Week,  Insurance  Product News,  Insurance  Sales,  Investment
Dealers Digest, Investment Advisor, Journal of Commerce, Journal of Accountancy,
Journal of the American  Society of CLU & ChFC,  Kiplinger's  Personal  Finance,
Knight-Ridder,  Life  Association  News,  Life  Insurance  Selling,  Life Times,
LIMRA's MarketFacts,  Lipper Analytical  Services,  Inc.,  MarketFacts,  Medical
Economics,  Money, Morningstar,  Inc., Nation's Business,  National Underwriter,
New Choices,  New England Business,  New York Times,  Pension World,  Pensions &
Investments,  Professional  Insurance  Agents,  Professional  Agent,  Registered
Representative,  Reuter's,  Rough Notes, Round the Table, Service,  Success, The
Standard, The Boston Globe, The Washington Post, Tillinghast,  Time, U.S. News &
World Report, U.S. Banker,  United Press  International,  USA Today, Value Line,
The Wall Street Journal, Wiesenberger Investment and Working Woman.

         From time to time the Company may publish the sales of shares of one or
more of the Funds on a gross or net basis and for various  periods of time,  and
compare such sales with sales similarly reported by other investment companies.

                            MANAGEMENT OF THE COMPANY

         The following table sets forth information  concerning the officers and
Directors of the Company,  including  their  addresses  and  principal  business
occupations for the last five years:

<TABLE>
<CAPTION>
Name, Age and Address:(1)               Position Held with the Company:(2)            Principal Occupation:(3)`

<S>        <C>                          <C>                                           <C>
John Birch (49)*                        Vice President                                Senior Vice President and Chief
                                                                                      Operating Officer:
                                                                                      American Skandia Investment Services,
                                                                                      Incorporated
                                                                                      December 1997 to present

                                                                                      Executive Vice President and
                                                                                      Chief Operating Officer:
                                                                                      International Fund Administration
                                                                                      Bermuda
                                                                                      August 1996 to October 1997

                                                                                      Senior Vice President and
                                                                                      Chief Administrative Officer:
                                                                                      Gabelli Funds, Inc.
                                                                                      Rye, New York
                                                                                      March 1995 to August 1996

                                                                                      Executive Vice President:
                                                                                      Kansallis Osake Pankki
                                                                                      New York, New York
                                                                                      May 1985 to March 1995

Gordon C. Boronow (46)                  Vice President                                President & Chief Operating Officer:
                                                                                      American Skandia Life Assurance
                                                                                      Corporation

Jan R. Carendi (54)*                    President, Principal Executive Officer        Senior Executive Vice President &
                                        and Director                                  Member of Corporate Management Group:
                                                                                      Skandia Insurance Company Ltd.

David E. A. Carson (65)*                Director                                      Chairman
People's Bank People's Bank (January  1999-present) 850 Main Street  Bridgeport,
CT 06604 Chairman & Chief Executive Officer:
                                                                                      People's Bank (January 1998 to December
                                                                                      1998)

                                                                                      President, Chairman & Chief Executive
                                                                                      Officer:
                                                                                      People's Bank (1983 to January 1998)

Richard G. Davy, Jr. (51)               Treasurer and Chief Financial and             Vice President, Operations:
                                        Accounting Officer                            American Skandia Investment Services,
                                                                                      Incorporated (January 1997 to present)

                                                                                      Controller:
                                                                                      American Skandia Investment Services,
                                                                                      Incorporated (September 1994 to January
                                                                                      1997)

                                                                                      Self-employed Consultant (December 1991
                                                                                      to September 1994)

Eric C. Freed (36)                      Secretary                                     Senior Counsel, Securities and
                                                                                      Securities Counsel:
                                                                                      American Skandia Investment Holding
                                                                                      Corporation (December 1996 to present)

                                                                                      Attorney, Senior Attorney and Special
                                                                                      Counsel:
                                                                                      U.S. Securities and Exchange Commission
                                                                                      (March 1991 to November 1996)

Julian A. Lerner (74)                   Director                                      Semi-retired since 1995; Senior Vice
12850 Spurling Road                                                                   President & Portfolio Manager of AIM
Suite 208                                                                             Charter Fund and AIM Summit Fund from
Dallas, TX 75230                                                                      1986 to 1995



Thomas M. O'Brien (48)                  Director                                      Vice Chairman:
North Fork Bank                                                                       North Fork Bank (January 1997 to
275 Broad Hollow Road                                                                 present)
Melville, NY 11747
                                                                                      President & Chief Executive Officer:
                                                                                      North Side Savings Bank (December 1984
                                                                                      to December 1996)

F. Don Schwartz (64)                    Director                                      Management Consultant
1101 Penn Grant Road                                                                  (April 1985 to present)
Lancaster, PA 17602
</TABLE>

     * Indicates a Director of the Company who is an "interested  person" within
the meaning set forth in the 1940 Act.

(1) Unless otherwise indicated,  the address of each officer and director listed
above is One Corporate Drive, Shelton, Connecticut 06484.

(2) All of the  officers  and  Directors  of the Company  listed  above serve in
similar  capacities for the Trust and/or American  Skandia Trust,  both of which
are also investment companies managed by the Investment Manager.

(3) Unless otherwise indicated,  each officer and director listed above has held
his principal  occupation  for at least the last five years.  In addition to the
principal  occupations noted above, the following  officers and Directors of the
Company hold the  following  positions  with  American  Skandia  Life  Assurance
Corporation  ("ASLAC"),  American  Skandia  Investment  Services,   Incorporated
("ASISI"),  American Skandia Marketing,  Incorporated ("ASM"),  American Skandia
Information  Services and Technology  Corporation  ("ASIST") or American Skandia
Investment Holding Corporation  ("ASIHC"):  Mr. Boronow also serves as Executive
Vice President,  Chief Operating Officer and a Director of ASIHC, and a Director
of ASLAC, ASISI, ASM and ASIST; Mr. Carendi also serves as Chairman,  President,
Chief Executive Officer and a Director of ASIHC, and Chief Executive Officer and
a Director of ASLAC, ASISI, ASM and ASIST; Mr. Davy also serves as a Director of
ASISI.

         The Company's  Articles of  Incorporation  provides that the Directors,
officers and employees of the Company may be  indemnified  by the Company to the
fullest  extent  permitted  by federal and state law,  including  Maryland  law.
Neither the Articles of Incorporation  nor the By-laws of the Company  authorize
the Company to indemnify any director or officer  against any liability to which
he or she would  otherwise  be subject by reason of or for willful  misfeasance,
bad faith, gross negligence or reckless disregard of such person's duties.

         Under the Maryland  General  Corporation Law, a Director of the Company
who is held liable for  assenting  to a  distribution  made in  violation of the
Company's  Articles  of  Incorporation  is entitled  to  contribution  from each
shareholder of the Company for the amount the shareholder  accepted  knowing the
distribution was made in violation of those provisions. Absent such knowledge, a
shareholder  will not be obligated to the Company or its creditors in respect of
shares  held in the  Company  except to the extent of any unpaid  portion of the
subscription price or purchase price for such shares.

         The officers and  Directors  of the Company who are  affiliates  of the
Investment  Manager do not receive  compensation  directly  from the Company for
serving in the capacities  described above.  Those officers and Directors of the
Company,  however,  who are affiliated  with the Investment  Manager may receive
remuneration  indirectly  from  the  Company  for  services  provided  in  their
respective  capacities with the Investment Manager.  Each of the other Directors
receives for his service on the Board of  Directors an annual and  "per-meeting"
fee,  plus  reimbursement  for  reasonable  out-of-pocket  expenses  incurred in
connection  with  attendance at Board  meetings.  The following table sets forth
information  concerning the compensation paid by the Company to the Directors in
the fiscal year ended October 31, 1998.  Neither the Company nor any  investment
company in the Fund  Complex  offers any pension or  retirement  benefits to its
directors or trustees.

<TABLE>
<CAPTION>
                                             Aggregate Compensation                       Total Compensation from the
Name of Director:                              from the Company:                         Company and Fund Complex:(1)

<S>                                                   <C>                                             <C>
Gordon C. Boronow                                     $ 0                                             $ 0

Jan R. Carendi                                        $ 0                                             $ 0

David E.A. Carson                                   $21,275                                         $75,625

Julian A. Lerner                                    $21,275                                         $74,125

Thomas M. Mazzaferro                                  $ 0                                             $ 0

Thomas M. O'Brien                                   $21,275                                         $75,625

F. Don Schwartz                                     $21,275                                         $75,625
</TABLE>


(1) As of the date of this SAI, the "Fund Complex" consisted of the Company, the
Trust and American Skandia Trust. The amount indicated is the compensation  paid
to the Directors by the Fund Complex for the twelve month period ending  October
31, 1998.

     As of February 1, 1999,  the  Directors and officers of the Company own, in
the aggregate, less than 1% of the shares of each class of the Company.

          ADDITIONAL INFORMATION ON THE "MASTER FEEDER" FUND STRUCTURE

         As  previously  discussed,  certain  Funds of the Company are organized
under a "master  feeder"  structure.  The Trust's  Agreement and  Declaration of
Trust provides that the Feeder Funds and any other entities  permitted to invest
in a Portfolio of the Trust (e.g., other U.S. and foreign investment  companies,
and common and commingled  trust funds) will each be liable for all  obligations
of each  such  Portfolio  in the  event  that the Trust  fails to  satisfy  such
liabilities  and  obligations.  However,  the risk of an investor in a Portfolio
(including  a Feeder  Fund)  incurring  financial  loss beyond the amount of its
investment on account of such liability is limited to circumstances in which the
Portfolio had inadequate insurance and was unable to meet its obligations out of
its assets. Accordingly, the Trustees of the Trust believe that neither a Feeder
Fund nor its  shareholders  will be  adversely  affected  by  reason of the Fund
investing in a corresponding Portfolio of the Trust.

         The  Directors  of the  Company  and the  Trustees  of the  Trust  have
oversight  responsibility  for  the  operations  of  each  Fund  and  Portfolio,
respectively.  As of the date of this  Prospectus,  each of the Directors of the
Company also serves as a Trustee of the Trust.  The Directors of the Company and
the Trustees of the Trust,  including a majority of the  Directors  and Trustees
who are not "interested  persons" (as defined in the 1940 Act) of the Company or
the Trust,  respectively,  have adopted written procedures  designed to identify
and reasonably address any potential  conflicts of interest which might arise as
a result of an "overlap" of Directors and Trustees, including, if necessary, the
creation of a separate board of trustees of the Trust.

                  INVESTMENT ADVISORY & ADMINISTRATION SERVICES

THE INVESTMENT MANAGER:

         American  Skandia  Investment  Services,   Incorporated   ("ASISI,"  as
previously  defined)  acts as  investment  manager to each  Non-Feeder  Fund and
Portfolio pursuant to separate investment management agreements with the Company
and the Trust, respectively (the "Management Agreements"). Unlike the Non-Feeder
Funds, each of the Feeder Funds invests all of its respective  investable assets
in a  corresponding  Portfolio  of the  Trust  and  thus  does  not  require  an
investment manager.

         ASISI, a Connecticut corporation organized in 1991, is registered as an
investment  adviser with the  Commission  and is a  wholly-owned  subsidiary  of
American  Skandia  Investment  Holding  Corporation,  whose  indirect  parent is
Skandia  Insurance Company Ltd.  ("Skandia").  Skandia is a Swedish company that
owns, directly or indirectly, a number of insurance companies in many countries.
The predecessor to Skandia commenced  operations in 1855. In addition to serving
as investment  manager to the Company and the Trust,  ASISI currently  serves as
the  investment  manager to  American  Skandia  Trust,  an  open-end  management
investment  company whose shares are made available to life insurance  companies
writing variable annuity contracts and variable life insurance policies.  Shares
of American Skandia Trust also may be offered directly to qualified  pension and
retirement  plans. For a list of those officers and Directors of the Company who
also serve in similar capacities for the Investment Manager,  see this SAI under
"Management of the Company."

         The Management  Agreements provide,  in substance,  that the Investment
Manager will furnish each Non-Feeder  Fund and Portfolio with investment  advice
and investment management and administrative services subject to the supervision
of the Directors of the Company or the Trustees of the Trust,  where applicable,
and in conformity with the stated investment objective, policies and limitations
of the applicable Fund or Portfolio.  The Investment  Manager is responsible for
providing, at its expense, such personnel as is required by each Non-Feeder Fund
or Portfolio for the proper  conduct of its affairs and may engage a sub-advisor
to conduct  the  investment  program of the Fund or  Portfolio  pursuant  to the
Investment Manager's obligations under the Management Agreements. The Investment
Manager,  not the  Funds or  Portfolios,  is  responsible  for the  expenses  of
conducting the investment programs of the Funds and Portfolios.

         The Management  Agreements  provide further that neither the Investment
Manager nor its personnel  shall be liable for any act or omission in the course
of, or connected  with,  rendering  services  under the  agreements,  or for any
losses that may be sustained in the purchase, holding or sale of any security on
behalf of the Funds or Portfolios,  except for willful misfeasance, bad faith or
gross  negligence  in the  performance  of its or their  duties  or by reason of
reckless  disregard of its or their obligations and duties under the agreements.
The Management  Agreements also permit the Investment Manager to render services
to others.

         Under the terms of the Management Agreements,  each Non-Feeder Fund and
Portfolio has agreed to pay ASISI an investment management fee, which is accrued
daily and paid monthly,  equal on an annual basis to a stated  percentage of the
respective Fund or Portfolio's  average daily NAV. The Investment  Manager,  not
any Fund or Portfolio,  is responsible for the payment of the sub-advisory  fees
to the  Sub-advisors.  For a discussion  of the fees  payable to the  Investment
Manager and the  Sub-advisors,  as well as any  applicable  voluntary fee waiver
arrangements,  see the Company's  Prospectus  under  "Expense  Information"  and
"Management of the Funds."

         Investment  Management  Fees.  ASISI  receives a monthly  fee from each
Non-Feeder  Fund and Portfolio 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 Fund or Portfolio.  Each  Non-Feeder Fund
and Portfolio's  investment  management fee is accrued daily for the purposes of
determining  the offering and redemption  price of the Fund's  shares.  The fees
payable  to  ASISI,  based  on a stated  percentage  of the  Non-Feeder  Fund or
Portfolio's average daily net assets, are as follows:


<TABLE>
<CAPTION>
Fund/Portfolio:                                                                         Annual Rate:

<S>                                                                      <C>                <C>                  <C>
ASAF Founders International Small Capitalization Fund:                   1.10% of the first $100  million;  plus 1.00
                                                                         % of the amount over $100 million

ASMT T. Rowe Price International Equity Portfolio:                                           1.00%

ASAF AIM International Equity Fund:                                                          1.10%

ASAF Janus Overseas Growth Fund:                                                             1.10%

ASAF Janus Small-Cap Growth Fund:                                                            0.90%

ASAF T. Rowe Price Small Company Value Fund:                                                 1.00%

ASAF Neuberger Berman Mid-Cap Growth Fund:                                                   0.90%

ASAF Neuberger Berman Mid-Cap Value Fund:                                                    0.90%

ASAF Oppenheimer Large-Cap Growth Fund:                                          .90% of the first $1 billion;
                                                                            plus .85% of the amount over $1 billion

ASAF Marsico Capital Growth Fund:                                                            1.00%

ASMT Janus Capital Growth Portfolio:                                                         1.00%

ASAF Bankers Trust Managed Index 500 Fund:                                                   0.80%

ASAF Lord Abbett Growth and Income Fund:                                                     1.00%

ASAF MFS Growth with Income Fund:                                                            1.00%

ASMT INVESCO Equity Income Portfolio:                                                        0.75%

ASAF American Century Strategic Balanced Fund:                                               0.90%

ASAF Federated High Yield Bond Fund:                                                         0.70%

ASMT PIMCO Total Return Bond Portfolio:                                                      0.65%

ASMT JPM Money Market Portfolio:                                                             0.50%
</TABLE>

         Investment Management Fee Waivers. The Investment Manager may from time
to time agree to voluntarily  waive or reduce its fees,  while  retaining  their
ability to be  reimbursed  for such fees prior to the end of each  fiscal  year.
Such  voluntary  fee  waivers or  reductions  may be  rescinded  at any time and
without notice to investors.

         The Investment  Manager has voluntarily agreed to waive portions of its
investment  management fees equal to .10% of the average daily net assets of the
ASAF Janus Overseas  Growth Fund and .20% of the average daily net assets of the
ASAF Lord Abbett Growth and Income Fund.

         The  investment  management  fees paid for each Fund and Portfolio that
had commenced  operations  prior to October 31, 1998, for the fiscal period from
commencement of operations  until October 31, 1997 and for the fiscal year ended
October 31, 1998 were as follows:

<TABLE>
<CAPTION>
         <S>                                                                    <C>                         <C>
                                                                                 Period ended                Year ended
         Name of Fund                                                           October 31, 1997            October 31, 1998
         ------------                                                           ----------------            ----------------

         ASAF Founders International Small Capitalization Fund                       $520                       $34,725

         ASMT T. Rowe Price International Equity Portfolio                           $4,658                     $94,058


         ASAF Janus Overseas Growth Fund                                             $0                         $146,239

         ASAF Janus Small-Cap Growth  Fund                                           $577                       $46,399

         ASAF T. Rowe Price Small Company Value Fund                                 $1,530                     $210,032

         ASAF Neuberger Berman Mid-Cap Growth Fund                                   $0                         $1,920

         ASAF Neuberger Berman Mid-Cap Value Fund                                    $0                         $2,770

         ASAF Oppenheimer Large-Cap Growth Fund                                      $0                         $89,166

         ASAF Marsico Capital Growth Fund                                            $0                         $43,773

         ASMT Janus Capital Growth Portfolio                                         $10,500                    $578,304


         ASAF Lord Abbett Growth and Income Fund                                     $0                         $114,324


         ASMT INVESCO Equity Income Portfolio                                        $4,791                     $244,316

         ASAF American Century Strategic Balanced Fund                               $1,513                     $81,420

         ASAF Federated High Yield Bond Fund                                         $1,022                     $148,821

         ASMT PIMCO Total Return Bond Portfolio                                      $4,456                     $151,673

         ASMT JPM Money Market Portfolio                                             $1,134                     $83,674
</TABLE>
         Fees for the  Portfolios  are  based  upon  the  total  assets  of each
Portfolio,  which  include  assets  other than those of the  Feeder  Funds.  The
Portfolios   commenced   operations  in  June  1997,  while  the  ASAF  Founders
International Small  Capitalization Fund, ASAF Janus Small-Cap Growth Fund, ASAF
T. Rowe Price Small Company Value Fund, ASAF American Century Strategic Balanced
Fund, and ASAF  Federated High Yield Bond Fund commenced  operations on July 28,
1997. The ASAF Janus Overseas Growth Fund,  ASAF  Oppenheimer  Large-Cap  Growth
Fund,  and ASAF Lord  Abbett  Growth and Income  Fund  commenced  operations  on
January 2, 1998. The ASAF Neuberger  Berman Mid-Cap Growth Fund,  ASAF Neuberger
Berman  Mid-Cap  Value Fund,  and ASAF  Marsico  Capital  Growth Fund  commenced
operations  on August 19, 1998.  The ASAF AIM  International  Equity Fund,  ASAF
Bankers Trust  Managed Index 500 Fund,  and ASAF MFS Growth with Income Fund had
not  commenced  operations as of the date of this SAI;  therefore,  no fees were
paid in  1998.  As  discussed  in this  SAI  under  "Fund  Expenses"  and in the
Company's  Prospectus under "Expense  Information,"  the Investment  Manager has
voluntarily  agreed to  reimburse  the other  expenses of each Fund so that each
Fund's total expenses do not exceed specified levels.  During the fiscal period,
the amounts of these  reimbursements  exceeded the  investment  management  fees
included in the above table.

         Each  Management  Agreement  will continue in effect from year to year,
provided  it is  approved  at least  annually  by a vote of the  majority of the
Directors or Trustees, where applicable, who are not parties to the agreement or
interested  persons of any such party, cast in person at a meeting  specifically
called for the purpose of voting on such approval. Each Management Agreement may
be terminated  without  penalty on 60 days' written notice by vote of a majority
of the Directors or Trustees, where applicable, or by the Investment Manager, or
by holders of a  majority  of the  applicable  Fund or  Portfolio's  outstanding
shares,  and will  automatically  terminate in the event of its "assignment" (as
that term is defined in the 1940 Act).

THE SUB-ADVISORS:

         ASISI  currently  engages  the  following  Sub-advisors  to conduct the
investment  programs of each Non-Feeder Fund and Portfolio  pursuant to separate
sub-advisory   agreements  with  the  Investment   Manager  (the   "Sub-Advisory
Agreements"):   (a)  Founders  Asset   Management  LLC  for  the  ASAF  Founders
International Small Capitalization  Fund; (b) Rowe Price-Fleming  International,
Inc.  for the ASMT T.  Rowe  Price  International  Equity  Portfolio;  (c) A I M
Capital Management,  Inc. for the ASAF AIM International  Equity Fund; (d) Janus
Capital  Corporation  for the ASAF Janus  Overseas  Growth Fund,  the ASMT Janus
Capital Growth Portfolio,  and the ASAF Janus Small-Cap Growth Fund; (e) T. Rowe
Price Associates,  Inc. for the ASAF T. Rowe Price Small Company Value Fund; (f)
Neuberger  Berman  Management Inc. for the ASAF Neuberger  Berman Mid-Cap Growth
Fund and the ASAF Neuberger  Berman  Mid-Cap Value Fund;  (g)  OppenheimerFunds,
Inc.  for the ASAF  Oppenheimer  Large-Cap  Growth  Fund;  (h)  Marsico  Capital
Management,  LLC for the ASAF Marsico  Capital  Growth Fund;  (i) Bankers  Trust
Company for the ASAF Bankers Trust Managed  Index 500 Fund;  (j) Lord,  Abbett &
Co. for the ASAF Lord Abbett Growth and Income Fund; (k) Massachusetts Financial
Services  Company for the ASAF MFS Growth with Income  Fund;  (l) INVESCO  Funds
Group, Inc. for the ASMT INVESCO Equity Income  Portfolio;  (m) American Century
Investment   Management,   Inc.   (formerly   known  as,   "Investors   Research
Corporation")  for the  ASAF  American  Century  Strategic  Balanced  Fund;  (n)
Federated Investment Counseling for the ASAF Federated High Yield Bond Fund; (o)
Pacific  Investment  Management  Company  for the ASMT PIMCO  Total  Return Bond
Portfolio;  (p) J.P.  Morgan  Investment  Management Inc. for the ASMT JPM Money
Market Portfolio.

         The  Sub-Advisory   Agreements   provide  that  the  Sub-advisors  will
formulate and implement a continuous investment program for each Non-Feeder Fund
or Portfolio in accordance  with the Fund or Portfolio's  investment  objective,
policies  and  limitations  and any  investment  guidelines  established  by the
Investment  Manager.  Each  Sub-advisor  will,  subject to the  supervision  and
control of the Investment Manager, determine in its discretion which issuers and
securities will be purchased,  held, sold or exchanged by the Fund or Portfolio,
and will place orders with and give instructions to brokers and dealers to cause
the execution of such transactions. The Sub-advisors are required to furnish the
Investment  Manager  with  periodic  reports  concerning  the  transactions  and
performance of the Fund or Portfolio. Each Sub-advisor is required to furnish at
its own expense all investment  facilities  necessary to perform its obligations
under  the  Sub-Advisory  Agreement.  Nothing  in  the  Sub-advisory  Agreements
prevents the  Investment  Manager from engaging  other  sub-advisors  to provide
investment  advice and other services to a Fund or Portfolio,  or from providing
such services itself.

     Corporate  Structure.  Several of the  Sub-advisors are controlled by other
parties as noted below:

         Founders Asset Management LLC ("Founders")is a 90%-owned  subsidiary of
Mellon Bank,  N.A., with the remaining 10% held by certain  Founders  executives
and portfolio managers. Mellon Bank, N.A. is a wholly owned subsidiary of Mellon
Bank  Corporation,  a publicly owned multibank  holding company which provides a
comprehensive  range of financial products and services in domestic and selected
international markets.

         Kansas City Southern  Industries,  Inc. ("KCSI") owns approximately 83%
of the outstanding voting stock of Janus Capital  Corporation,  most of which it
acquired  in 1984.  KCSI is a  publicly-traded  holding  company  whose  primary
subsidiaries are engaged in transportation and financial services.

     All of the voting stock of  Neuberger  Berman  Management  Inc. is owned by
individuals who are principals of Neuberger Berman, LLC.

         NationsBank   N.A.,  a  national   bank   subsidiary   of   BankAmerica
Corporation,  indirectly  owns 50% of the  voting  control  of  Marsico  Capital
Management, LLC ("Marsico Capital").  Thomas F. Marsico and a company controlled
by Mr.
Marsico own the remainder of Marsico Capital's voting interests.

     American  Century  Companies,  Inc.  is  the  parent  of  American  Century
Investment Management, Inc.

         Federated  Investment  Counseling  is  a  wholly  owned  subsidiary  of
Federated Investors.

         Pacific Investment Management Company ("PIMCO") is a subsidiary general
partnership of PIMCO Advisors L.P. ("PIMCO  Advisors").  A majority  interest in
PIMCO Advisors is held by PIMCO Partners,  G.P., a general  partnership  between
Pacific Investment  Management  Corporation,  a California  corporation,  and an
indirect wholly owned  subsidiary of Pacific Life Insurance  Company,  and PIMCO
Partners, LLC, a California limited liability company controlled by the managing
directors of PIMCO.

     J.P. Morgan Investment Management Inc. is a wholly owned subsidiary of J.P.
Morgan & Co.  Incorporated,  a bank holding company  organized under the laws of
Delaware.

         A I M Capital  Management,  Inc. is a wholly-owned  subsidiary of A I M
Advisors,  Inc. also a registered  investment  adviser. A I M Advisors,  Inc. is
wholly-owned  by A I M Management  Group Inc., a holding  company engaged in the
financial services business and an indirect wholly-owned  subsidiary of AMVESCAP
PLC. AMVESCAP PLC and its subsidiaries are an independent  investment management
group  engaged in  institutional  investment  management  and retail mutual fund
businesses in the United States, Europe and the Pacific Region.

         Bankers  Trust  Company is a  wholly-owned  subsidiary of Bankers Trust
Corporation, a wholly-owned subsidiary of Deutsche Bank A.G.

     Massachusetts  Financial  Services  Company is a subsidiary  of Sun Life of
Canada (US) Financial Services Holdings,  Inc. whose ultimate parent is Sun Life
Assurance Co. of Canada.

         Sub-Advisory  Fees.  ASISI pays each Sub-advisor on a monthly basis for
the performance of sub-advisory  services.  The fee payable to the  Sub-advisors
with respect to each Non-Feeder Fund and Portfolio may differ, reflecting, among
other things, the investment objective, policies and limitations of each Fund or
Portfolio and the nature of each Sub-advisory Agreement.  Each Sub-advisor's fee
is  accrued  daily  for  purposes  of  determining  the  amount  payable  by the
Investment  Manager to the  Sub-advisor.  The fees payable to the  Sub-advisors,
based on a stated percentage of the Non-Feeder Fund or Portfolio's average daily
net assets, are as follows:

         Founders Asset Management LLC for the ASAF Founders International Small
Capitalization  Fund: An annual rate of .60% of the portion of the average daily
net assets of the Fund not in excess of $100  million;  plus .50% of the portion
over $100 million.

         Rowe  Price-Fleming  International,  Inc.  for the ASMT T.  Rowe  Price
International  Equity  Portfolio:  An annual  rate of .75% of the portion of the
average  daily net assets of the  Portfolio  not in excess of $20 million;  plus
 .60% of the portion over $20 million but not in excess of $50 million; plus .50%
of the  portion  over $50  million.  When the  average  daily net  assets of the
Portfolio  equal or exceed  $200  million,  the annual  rate will be .50% of the
entire average daily net assets of the Portfolio.

         A I M Capital  Management,  Inc. for the ASAF AIM International  Equity
Fund: An annual rate equal to the following  percentages of the combined average
daily net assets of the Fund and the series of  American  Skandia  Trust that is
managed by A I M Capital  Management  Inc. and identified by the Sub-advisor and
ASISI as being similar to the Fund: .55% of the portion of the combined  average
daily net  assets  not in excess of $75  million;  plus .45% of the  portion  in
excess of $75 million.

         Janus Capital  Corporation  for the ASAF Janus Overseas Growth Fund: An
annual rate of .60% of the  portion of the average  daily net assets of the Fund
not in excess of $100  million;  when the  average  daily net assets of the Fund
equal or exceed $100 million, the annual rate will be .50% of the entire average
daily net assets of the Fund.

         Janus Capital  Corporation for the ASAF Janus Small-Cap Growth Fund: An
annual rate of .50% of the  portion of the average  daily net assets of the Fund
not in excess of $100  million;  plus .45% of the portion  over $100 million but
not in excess of $500  million;  plus .40% of the portion  over $500 million but
not in excess of $1 billion; plus .35% of the portion in excess of $1 billion.

     T. Rowe Price  Associates,  Inc.  for the ASAF T. Rowe Price Small  Company
Value Fund: An annual rate of .60% of the average daily net assets of the Fund.

     Neuberger  Berman  Management  Inc. for the ASAF  Neuberger  Berman Mid-Cap
Growth Fund: An annual rate of .40% of the average daily net assets of the Fund.

     Neuberger  Berman  Management  Inc. for the ASAF  Neuberger  Berman Mid-Cap
Value Fund: An annual rate of .40% of the average daily net assets of the Fund.

         OppenheimerFunds,  Inc.  for  the  ASAF  Oppenheimer  Large-Cap  Growth
Portfolio: An annual rate of .35% of the portion of the average daily net assets
of the Fund not in excess of $500  million;  plus .30% of the portion  over $500
million but not in excess of $1  billion;  plus .25% of the portion in excess of
$1 billion.

     Marsico Capital  Management,  LLC for the ASAF Marsico Capital Growth Fund:
An annual rate of .45% of the average daily net assets of the Fund.

         Bankers  Trust  Company for the ASAF Bankers  Trust  Managed  Index 500
Fund: An annual rate equal to the following  percentages of the combined average
daily net assets of the Fund and the series of  American  Skandia  Trust that is
managed by Bankers Trust Company and identified by the  Sub-Advisor and ASISI as
being similar to the Fund: .17% of the portion of the combined average daily net
assets not in excess of $300 million; plus .13% of the portion over $300 million
but not in  excess  of $1  billion;  plus  .08% of the  portion  in excess of $1
billion.

     Janus Capital  Corporation for the ASMT Janus Capital Growth Portfolio:  An
annual rate of .45% of the average daily net assets of the Portfolio.

         Lord,  Abbett & Co. for the ASAF Lord Abbett Growth and Income Fund: An
annual rate of .50% of the  portion of the average  daily net assets of the Fund
not in excess of $200  million;  plus .40% of the portion  over $200 million but
not in excess of $500  million;  plus .375% of the portion over $500 million but
not in excess of $700  million;  plus .35% of the portion  over $700 million but
not in excess of $900  million;  when the  average  daily net assets of the Fund
equal or exceed $900 million, the annual rate will be .30% of the entire average
daily net assets of the Fund.

         Massachusetts  Financial  Services Company for the ASAF MFS Growth with
Income Fund: An annual rate equal to the following  percentages  of the combined
average daily net assets of the Fund and the domestic  equity series of American
Skandia Trust that are managed by Massachusetts Financial Services Company: .40%
of the portion of the  combined  average  daily net assets not in excess of $300
million;  plus .375% of the portion  over $300 million but not in excess of $600
million;  plus .35% of the portion  over $600  million but not in excess of $900
million;  plus .325% of the portion over $900 million but not over $1.5 billion;
plus .25% of the portion in excess of $1.5 billion.

     INVESCO Funds Group, Inc. for the ASMT INVESCO Equity Income Portfolio:  An
annual rate of .35% of the average daily net assets of the Portfolio.

     American Century Investment Management,  Inc. for the ASAF American Century
Strategic  Balanced  Fund:  An annual rate of .50% of the portion of the average
daily net  assets of the Fund not in  excess  of $50  million;  plus .45% of the
portion over $50 million.

         Federated Investment  Counseling for the ASAF Federated High Yield Bond
Fund:  An annual rate of .25% of the portion of the average  daily net assets of
the Fund not in  excess of $200  million;  plus  .20% of the  portion  over $200
million.

         Pacific  Investment  Management Company for the ASMT PIMCO Total Return
Bond  Portfolio:  An annual rate of .25% of the average  daily net assets of the
Portfolio.

     J.P.  Morgan  Investment  Management  Inc.  for the ASMT JPM  Money  Market
Portfolio: An annual rate of .15% of the portion of the average daily net assets
of the Portfolio  not in excess of $500  million;  plus .09% of the portion over
$500  million but not in excess of $1 billion;  plus .06% of the portion over $1
billion.

     Sub-Advisory Fee Waivers.  Certain  Sub-advisors have voluntarily agreed to
waive a portion of their sub-advisory fees set forth above, as follows:

         Commencing  June 1, 1997, Rowe Price Fleming  International,  Inc., the
Sub-advisor  for the ASMT T. Rowe  Price  International  Equity  Portfolio,  has
voluntarily  agreed to waive a portion of its  sub-advisory fee equal to .25% of
the portion of the average  daily net assets of the  Portfolio  not in excess of
$20 million;  plus .10% of the portion over $20 million but not in excess of $50
million. When the average daily net assets of the Portfolio equal or exceed $200
million, such voluntary fee waiver is no longer applicable, and the sub-advisory
annual fee rate of .50% of the average daily net assets of the Portfolio will be
applied.  Furthermore,  the  Sub-advisor  has  voluntarily  agreed  to  waive an
additional portion of its fee equal to .05% of the Portfolio's average daily net
assets so long as the combined average daily net assets of the Portfolio and the
AST T. Rowe Price International Equity Portfolio of American Skandia Trust equal
or exceed $500 million.

         Commencing January 1, 1998, Janus Capital Corporation,  the Sub-advisor
for the ASAF Janus  Overseas  Growth  Fund,  has  voluntarily  agreed to waive a
portion of its  sub-advisory  fee equal to .10% of the  portion  of the  average
daily net  assets of the Fund not in excess of $100  million.  When the  average
daily net assets of the Fund equal or exceed $100  million,  such  voluntary fee
waiver is no longer applicable,  and the sub-advisory annual fee rate of .50% of
the entire average daily net assets of the Fund will be applied.

         Commencing  March 1, 1999, Janus Capital  Corporation,  the Sub-advisor
for the ASAF Janus  Small-Cap  Growth Fund,  has  voluntarily  agreed to waive a
portion of its  sub-advisory  fee equal to .05% of the  portion  of the  average
daily net assets over $400 million but not in excess of $500 million and .05% on
assets over $900 million but not in excess of $1 billion.

         Commencing January 1, 1998, Lord, Abbett & Co., the Sub-advisor for the
ASAF Lord  Abbett  Growth and Income  Fund,  has  voluntarily  agreed to waive a
portion of its  sub-advisory  fee equal to .20% of the  portion  of the  average
daily net  assets of the Fund not in  excess of $200  million;  plus .10% of the
portion over $200 million but not in excess of $500  million;  plus .075% of the
portion  over $500 million but not in excess of $700  million;  plus .05% of the
portion  over $700 million but not in excess of $900  million.  When the average
daily net assets of the Fund equal or exceed $900  million,  such  voluntary fee
waiver is no longer applicable,  and the sub-advisory annual fee rate of .30% of
the entire average daily net assets of the Fund will be applied.

         Commencing June 1, 1997, J.P. Morgan  Investment  Management  Inc., the
Sub-advisor for the ASMT JPM Money Market Portfolio,  has voluntarily  agreed to
waive a portion  of its  sub-advisory  fee equal to .06% of the  portion  of the
average daily net assets of the  Portfolio  not in excess of $500 million;  plus
 .03% of the portion over $500 million but not in excess of $1 billion.

         The sub-advisory fees paid by the Investment  Manager for each Fund and
Portfolio  that had  commenced  operations  prior to October 31,  1998,  for the
fiscal period from commencement of operations until October 31, 1997 and for the
fiscal year ended October 31, 1998, were as follows:

<TABLE>
<CAPTION>
         Name of Fund                                                             Period Ended                 Year Ended
                                                                                October 31, 1997            October 31, 1998

         <S>                                                                         <C>                        <C>
         ASAF Founders International Small Capitalization Fund                       $284                       $18,941

         ASMT T. Rowe Price International Equity Portfolio                           $2,329                     $47,029

         ASAF Janus Overseas Growth Fund                                             $0                         $66,472

         ASAF Janus Small-Cap Growth Fund                                            $320                       $25,777

         ASAF T. Rowe Price Small Company Value Fund                                 $917                       $126,019

         ASAF Neuberger Berman Mid-Cap Growth Fund                                   $0                         $853

         ASAF Neuberger Berman Mid-Cap Value Fund                                    $0                         $1,231

         ASAF Oppenheimer Large-Cap Growth Fund                                      $0                         $40,530

         ASAF Marsico Capital Growth Fund                                            $0                         $19,698

         ASMT Janus Capital Growth Portfolio                                         $4,725                     $260,237

         ASAF Lord Abbett Growth and Income Fund                                     $0                         $34,297

         ASMT INVESCO Equity Income Portfolio                                        $2,235                     $114,014

         ASAF American Century Strategic Balanced Fund                               $839                       $45,233

         ASAF Federated High Yield Bond Fund                                         $365                       $53,150

         ASMT PIMCO Total Return Bond Portfolio                                      $1,714                     $58,336

         ASMT JPM Money Market Portfolio                                             $204                       $15,061
</TABLE>

         Fees for the  Portfolios  are  based  upon  the  total  assets  of each
Portfolio,  which  include  assets  other than those of the  Feeder  Funds.  The
Portfolios   commenced   operations  in  June  1997,  while  the  ASAF  Founders
International Small  Capitalization Fund, ASAF Janus Small-Cap Growth Fund, ASAF
T. Rowe Price Small Company Value Fund, ASAF American Century Strategic Balanced
Fund, and ASAF  Federated High Yield Bond Fund commenced  operations on July 28,
1997. The ASAF Janus Overseas Growth Fund,  Oppenheimer  Large-Cap  Growth Fund,
and ASAF Lord Abbett Growth and Income Fund  commenced  operations on January 2,
1998. The ASAF  Neuberger  Berman  Mid-Cap  Growth Fund,  ASAF Neuberger  Berman
Mid-Cap Value Fund, and ASAF Marsico Capital Growth Fund commenced operations on
August 19, 1998.  The ASAF AIM  International  Equity Fund,  ASAF Bankers  Trust
Managed Index 500 Fund, and ASAF MFS Growth Fund had not commenced operations as
of the date of this SAI.

         Each Sub-Advisory  Agreement will continue in effect from year to year,
provided  it is  approved  at least  annually  by a vote of the  majority of the
Directors or Trustees, where applicable, who are not parties to the agreement or
interested  persons of any such party, cast in person at a meeting  specifically
called for the purpose of voting on such approval.  Each Sub-Advisory  Agreement
may be terminated  without penalty at any time by the Investment  Manager or the
Sub-advisor upon 60 days' written notice,  and will  automatically  terminate in
the event of its  "assignment" (as that term is defined in the 1940 Act) or upon
termination of the Management  Agreement with respect to that particular Fund or
Portfolio   (provided  that  the   Sub-advisor   has  received  notice  of  such
termination).

THE ADMINISTRATOR:

         PFPC Inc.  (the  "Administrator"),  103 Bellevue  Parkway,  Wilmington,
Delaware  19809,  a  Delaware  corporation  which  is an  indirect  wholly-owned
subsidiary  of PNC Financial  Corp.,  serves as the  administrator  for both the
Company  and the  Trust.  Pursuant  to  administration  agreements  between  the
Administrator and the Company and the Trust,  respectively (the  "Administration
Agreements"),  the  Administrator  has agreed to provide certain fund accounting
and administrative services to the Company and the Trust, including, among other
services,  accounting  relating to the Company and the Trust and the  investment
transactions of the foregoing;  computing daily NAVs; monitoring the investments
and income of the Company and the Trust for compliance with applicable tax laws;
preparing for execution and filing federal and state tax returns, and annual and
semi-annual   shareholder   reports;   preparing  monthly  financial  statements
including  a  schedule  of   investments;   assisting  in  the   preparation  of
registration statements and other filings related to the registration of shares;
coordinating contractual relationships and communications between the Investment
Manager and the Company's and the Trust's custodians;  preparing and maintaining
the  Company's  and  the  Trust's  books  of  account,   records  of  securities
transactions,  and all other books and  records in  accordance  with  applicable
laws,  rules and  regulations  (including,  but not  limited to,  those  records
required to be kept pursuant to the 1940 Act); and performing  such other duties
related to the administration of the Company and the Trust as may be agreed upon
in  writing by the  parties to the  respective  Administration  Agreements.  The
administrator  does not have any  responsibility or authority for the management
of the assets of the Funds or Portfolios,  the determination of their investment
policies,  or for any matter pertaining to the distribution of securities issued
by the Company.

         Under the terms of the  Administration  Agreements,  the  Administrator
shall be obligated to exercise  care and  diligence  in the  performance  of its
duties,  to act in good  faith and to use its best  efforts,  within  reasonable
limits,  in  performing  services to be provided for under the  agreements.  The
Administrator  shall be liable for any  damages  arising  out of its  failure to
perform  its duties  under the  Administration  Agreements  to the  extent  such
damages arise out of its willful  misfeasance,  bad faith,  gross  negligence or
reckless  disregard  of such  duties.  Any person,  even though also an officer,
director, partner, employee or agent of the Administrator,  who may be or become
an officer,  director,  trustee,  employee or agent of the Company or the Trust,
shall be deemed when rendering services to the Company or the Trust or acting on
any  business  of the Company or the Trust  (other than  services or business in
connection with the Administrator's duties under the Administration  Agreements)
to be rendering  such  services to or acting solely for the Company or the Trust
and not as an  officer,  director,  partner,  employee or agent or one under the
control  or  direction  of the  Administrator  even  though  paid by  them.  The
Administration  Agreements shall continue until terminated by either party on 60
days' prior written notice to the other party.

         As  compensation  for  the  services  and  facilities  provided  by the
Administrator  to the Company,  the Company has agreed to pay the  Administrator
its "out-of-pocket" expenses, plus a monthly multi-class fee of $3,000 per Fund,
plus a monthly  feeder fee of $2,000 per Feeder Fund,  plus (except for the ASAF
Bankers Trust  Managed Index 500 Fund) the greater of the following  monthly fee
based on the average  daily net assets of the  Non-Feeder  Funds -- 0.10% (first
$200  million),  0.06% (next $200 million),  0.0275% (next $200 million),  0.02%
(next $400  million) and 0.01% (over $1 billion) -- or a minimum  monthly fee of
$6,250 per Non-Feeder Fund. The fee for the ASAF Bankers Trust Managed Index 500
Fund is the greater of the following  monthly fee based on the average daily net
assets of the Fund -- 0.05%  (first $200  million),  0.03% (next $200  million),
0.0275%  (next $200  million),  0.02%  (next $400  million)  and 0.01%  (over $1
billion) - or a minimum monthly fee of $6,250.  The  Administrator has agreed to
waive the above monthly  multi-class fee, the monthly feeder fee and the minimum
monthly fee for the first two months of each Fund's  operations,  and thereafter
will decrease such waiver by 10% increments for each of the remaining ten months
of the initial contract year.

         In addition,  as compensation for the services and facilities  provided
by the Administrator to the Trust, the Trust has agreed to pay the Administrator
its  "out-of-pocket"  expenses,  plus the greater of the  following  monthly fee
based on the average  daily net assets of the  Portfolios  -- 0.10%  (first $200
million),  0.06% (next $200 million),  0.0275% (next $200 million),  0.02% (next
$400 million) and 0.01% ($1+ billion) -- or a minimum  monthly fee of $6,250 per
Portfolio.  The  Administrator has agreed to waive the above minimum monthly fee
for the first two months of each  Portfolio's  operations,  and thereafter  will
decrease such waiver by 10%  increments  for each of the remaining ten months of
the initial contract year.

         Reimbursable  "out-of-pocket" expenses include, but are not limited to,
postage and mailing,  telephone,  telex,  Federal Express,  outside  independent
pricing  service  charges  and record  retention/storage.  For the  period  from
commencement  of  operations  until  October  31,  1997,  the  Company  paid the
Administrator  $16,898,  and the Trust paid the Administrator  $25,353.  For the
fiscal year ended October 31, 1998, the Company paid the Administrator  $507,368
and the Trust paid the Administrator $291,316.

QUALIFIED PLANS ADMINISTRATOR:

         ASISI receives a fee from each Fund under an  Administration  Agreement
between  ASISI and the Company with respect to services  provided in  connection
with investments in the Company by certain qualified retirement plans.  Pursuant
to this  agreement,  ASISI  selects and contracts  with third parties  providing
administrative  services for such plans ("third-party  administrators")  for the
third-party  administrator,  among other  matters,  to  maintain  records of the
holdings  in the  Funds of  individual  plan  participants.  As a result  of the
third-party  administrators'  services, the Company may realize savings on costs
that it would otherwise incur in maintaining shareholder accounts.

         ASISI uses its fee from each Fund to pay the third-party administrators
to reduce  fees that would  otherwise  be payable by the  qualified  plan to the
third-party administrator.  The fee is payable to ASISI at a maximum annual rate
of 0.20% of the assets of any plan the third-party  administrator  for which has
entered into an agreement with ASISI. ASISI does not receive any compensation as
qualified  plans  administrator  in addition  to amounts it pays to  third-party
administrators and for other out-of -pocket expenses.

                                  FUND EXPENSES

         Each  Non-Feeder  Fund and Portfolio  pays its own expenses  including,
without  limitation:  (i)  expenses of  maintaining  the Fund or  Portfolio  and
continuing its existence;  (ii)  registration of the Fund or Portfolio under the
1940  Act;  (iii)  auditing,  accounting  and  legal  expenses;  (iv)  taxes and
interest;  (v) governmental fees; (vi) expenses of issue,  sale,  repurchase and
redemption of Fund shares; (vii) expenses of registering and qualifying the Fund
or  Portfolio  and its shares  under  federal and state  securities  laws and of
preparing and printing  prospectuses  for such purposes and for distributing the
same to shareholders and investors;  (viii) fees and expenses of registering and
maintaining  registrations  of the Fund or Portfolio and of the Fund's principal
underwriter  as a  broker-dealer  or agent under  state  securities  laws;  (ix)
expenses of reports and notices to shareholders  and of meetings of shareholders
and proxy  solicitations  therefor;  (x)  expenses  of reports  to  governmental
officers and commissions;  (xi) insurance expenses; (xii) association membership
dues; (xiii) fees,  expenses and disbursements of custodians for all services to
the Fund or  Portfolio;  (xiv)  fees,  expenses  and  disbursements  of transfer
agents, dividend disbursing agents,  shareholder servicing agents and registrars
for  all  services  to the  Fund  or  Portfolio;  (xv)  expenses  for  servicing
shareholder  accounts;  (xvi) any direct charges to shareholders approved by the
Directors of the Company or the Trustees of the Trust, where applicable;  (xvii)
compensation  and  expenses of  Directors  of the Company or the Trustees of the
Trust,  where  applicable,  who  are not  "interested  persons"  of the  Fund or
Portfolio,  respectively;  and  (xviii)  such  nonrecurring  items as may arise,
including  expenses  incurred in connection  with  litigation,  proceedings  and
claims  and the  obligation  of the  Company  and the  Trust  to  indemnify  its
directors,  trustees and officers with respect thereto. Expenses incurred by the
Company or the Trust not directly  attributable to any specific  Non-Feeder Fund
or  Portfolio  are  allocated  on the basis of the net assets of the  respective
Non-Feeder Funds and Portfolios.

         The Investment  Manager has  voluntarily  agreed until March 1, 2000 to
reimburse each Fund for its respective  operating  expenses (and, in the case of
the Feeder Funds, the Feeder Fund's pro rata share of operating  expenses of the
Fund's  corresponding  Portfolio),   exclusive  of  taxes,  interest,  brokerage
commissions,  distribution fees and extraordinary expenses, but inclusive of the
management  fee,  which in the aggregate  exceed  specified  percentages  of the
Fund's average net assets as follows:

         ASAF Founders International Small Capitalization Fund: 1.60%

         ASAF T. Rowe Price International Equity Fund: 1.60%

         ASAF AIM International Equity Fund: 1.60%

         ASAF Janus Overseas Growth Fund: 1.60%

         ASAF Janus Small-Cap Growth Fund: 1.20%

         ASAF T. Rowe Price Small Company Value Fund: 1.25%

         ASAF Neuberger Berman Mid-Cap Growth Fund: 1.25%

         ASAF Neuberger Berman Mid-Cap Value Fund: 1.25%

         ASAF Oppenheimer Large-Cap Growth Fund: 1.30%

         ASAF Marsico Capital Growth Fund: 1.25%

         ASAF Janus Capital Growth Fund: 1.20%

         ASAF Bankers Trust Managed Index 500 Fund: 1.00%

         ASAF Lord Abbett Growth & Income Fund: 1.10%

         ASAF MFS Growth with Income Fund: 1.30%

         ASAF INVESCO Equity Income Fund: 1.05%

         ASAF American Century Strategic Balanced Fund: 1.10%

         ASAF Federated High Yield Bond Fund: 1.00%

         ASAF Total Return Bond Fund: 0.90%

         ASAF JPM Money Market Fund: 1.00%

         The Investment Manager may terminate the above voluntary  agreements at
any time  after  March 1,  2000.  Voluntary  payments  of Fund  expenses  by the
Investment  Manager may be made  subject to  reimbursement  by the Fund,  at the
Investment  Manager's  discretion,  within the two year  period  following  such
payment to the extent  permissible  under  applicable  law and provided that the
Fund is able  to  effect  such  reimbursement  and  remain  in  compliance  with
applicable expense limitations.

                            DISTRIBUTION ARRANGEMENTS

THE DISTRIBUTOR:

         American Skandia Marketing,  Incorporated ("ASM" or the "Distributor"),
located  at One  Corporate  Drive,  Shelton,  Connecticut  06484,  serves as the
principal  underwriter and distributor for each Fund pursuant to an underwriting
agreement  initially approved by the Directors of the Company (the "Underwriting
Agreement").  The  Distributor is a registered  broker-dealer  and member of the
National Association of Securities Dealers, Inc. ("NASD"). The Distributor is an
"affiliated  person"  (within the meaning of the 1940 Act) of the  Company,  the
Trust and the Investment  Manager,  being a wholly-owned  subsidiary of American
Skandia Investment Holding Corporation.

         Shares of each Fund will be  continuously  offered  and will be sold by
selected   broker-dealers   who  have  executed  selling   agreements  with  the
Distributor.  The  Distributor  bears all the  expenses  of  providing  services
pursuant  to the  Underwriting  Agreement.  Each  Fund  bears  the  expenses  of
registering its shares with the Commission and with applicable  state regulatory
authorities.  The Underwriting  Agreement continues in effect for two years from
initial approval and for successive one-year periods  thereafter,  provided that
each such continuance is specifically  approved (i) by the vote of a majority of
the Directors of the Company,  including a majority of the Directors who are not
parties to the Underwriting  Agreement or "interested persons" of any such party
(as  defined  in the  1940  Act);  or (ii) by the  vote  of a  "majority  of the
outstanding  voting  securities"  of a Fund (as defined in the 1940 Act). In the
event  that  the  Underwriting  Agreement  terminates,  all  obligations  of the
Distributor thereunder shall cease,  including the Distributor's  undertaking to
purchase Class X Bonus Shares.  For  information  regarding Class X Bonus Shares
and the Distributor's  undertaking,  see the Company's  Prospectus under "How to
Buy Shares:  Purchase of Class X Shares." The  Distributor  is not  obligated to
sell any specific amount of shares of any Fund.

         The following table shows,  for the fiscal year ended October 31, 1998,
information about the compensation received by the Distributor:

<TABLE>
<CAPTION>
Net Underwriting Commissions
<S>                                                                             <C>
         (portion of initial sales charge retained by Distributor):             $0
Compensation on Redemptions:                                                    $164,020
Brokerage Commissions:                                                          $0
Other Compensation (compensation from Distribution Plans):                      $1,931,094
</TABLE>

         For the fiscal year ended  October  31,  1998,  aggregate  underwriting
commissions  were  $2,691,543,  of which, as noted above, $0 was retained by the
Distributor.   For  the  fiscal  period  ended   October  31,  1997,   aggregate
underwriting  commissions  were  $90,116,  of  which  $0  was  retained  by  the
Distributor.

THE DISTRIBUTION PLANS:

         The  Company  has  adopted  separate  Distribution  and  Service  plans
(commonly  referred to as "12b-1  Plans") for Class A, B, C and X shares of each
Fund (the  "Class A Plan,"  "Class B Plan,"  "Class C Plan" and  "Class X Plan,"
individually, and collectively, the "Plans") pursuant to appropriate resolutions
of the Directors of the Company and in accordance with the  requirements of Rule
12b-1 under the 1940 Act and the  requirements  of the  applicable  rules of the
NASD  regarding  asset  based  sales  charges.  The Plans  permit the payment of
certain fees to the Distributor for its services and costs in distributing  Fund
shares and providing for services to shareholder  accounts.  The Distributor has
assigned its right to receive any  distribution and service fees under the Class
B Plan and the Class X Plan, as well as any contingent deferred sales charge for
Class B and Class X shares,  to an  unaffiliated  third party that  finances the
sale  of  Class B and  Class  X  shares.  Under  the  terms  of the  Plans,  the
Distributor provides to each Fund, for review by the Directors of the Company, a
quarterly  written report of the amounts expended under the respective Plans and
the purpose for which such  expenditures were made. The Directors of the Company
will review such levels of  compensation  the Plans provide in  considering  the
continued appropriateness of the Plans.

         The following  table shows,  for the year ended  December 31, 1998, the
amounts  paid by the Funds under each Plan,  as well as the nature and amount of
the expenditures made under the Plans:

Class A Plan
         Amount Paid by Funds:                       $265,127
         Expenditures:
                  Trail commissions         $268,931
                  Sales literature                   $45,294
                  Prospectus & report printing       $23,322
                  Salaries & direct expenses         $153,458
                  Wholesaler compensation            $116,581

Class B Plan
         Amount Paid by Funds:                       $1,171,019
         Expenditures:
                  Up-front commissions               $18,832,217
                  Sales literature                   $101,357
                  Prospectus & report printing       $52,807
                  Salaries & direct expenses         $347,053
                  Wholesaler compensation            $319,433

Class C Plan
         Amount Paid by Funds:                       $540,302
         Expenditures:
                  Up-front commissions               $1,368,349
                  Trail commissions         $10,529
                  Sales literature                   $46,130
                  Prospectus & report printing       $24,441
                  Salaries & direct expenses         $162,176
                  Wholesaler compensation            $139,784

Class X and New Class X Plan
         Amount Paid by Funds:                       $973,392
         Expenditures:
                  Up-front commissions               $5,941,301
                  Bonus Share purchases              $4,233,768
                  Sales literature                   $85,851
                  Prospectus & report printing       $46,872
                  Salaries & direct expenses         $300,299
                  Wholesaler compensation            $171,099

         The Plans  were  adopted  by a majority  vote of the  Directors  of the
Company,  including  at least a majority of  Directors  who are not  "interested
persons"  of the  Funds  (as  defined  in the 1940  Act) and who do not have any
direct or indirect  financial  interest in the  operation of the Plans,  cast in
person at a meeting called for the purpose of voting on the Plans.  In approving
the Plans,  the Directors of the Company  identified  and considered a number of
potential benefits which the Plans may provide,  including,  but not limited to,
the adequate  provision  for the costs of  implementing  effective  distribution
activities in the competitive  environment and the  availability to shareholders
of services provided by representatives  who have knowledge of the shareholders'
particular  circumstances  and  goals.  With  respect  to the Class X Plan,  the
Directors  considered the possible  increase in investor interest and consequent
increase in portfolio  assets  resulting  from the use of the fees payable under
such plan,  in part,  to  facilitate  the  Distributor's  purchase of additional
shares for Class X investors as a bonus.  The  Directors of the Company  believe
that there is a reasonable  likelihood that the Plans will benefit each Fund and
its current and future shareholders in the manner contemplated.

         The Plans,  pursuant to their terms, remain in effect from year to year
provided such  continuance is approved  annually by vote of the Directors in the
manner described above. The Plans may not be amended to increase  materially the
amount to be spent for distribution without approval of the shareholders of each
class of a Fund  affected  thereby  entitled to vote thereon under the 1940 Act,
and material  amendments  to the Plans must also be approved by the Directors of
the Company in the manner described above. A Plan may be terminated at any time,
without  payment of a penalty,  by vote of the majority of the  Directors of the
Company  who are not  interested  persons  of the  Fund and  have no  direct  or
indirect  financial  interest in the  operations  of the Plan, or by a vote of a
"majority of the outstanding  voting securities" (as defined in the 1940 Act) of
each class of a Fund  affected  thereby  entitled to vote thereon under the 1940
Act. A Plan will  automatically  terminate in the event of its  "assignment" (as
defined in the 1940 Act).

DEALER COMPENSATION INFORMATION

         In addition to the dealer  compensation  information  described  in the
Company's  Prospectus,  the  following may be applicable to the purchase of Fund
shares.

         Class A  Dealer  Compensation.  The  concessions  paid to  dealers  and
brokers  from the  initial  sales  charge  on the sale of Class A shares  are as
follows:

<TABLE>
<CAPTION>
                                    High Yield Bond & Total Return Bond Funds:     All Other Funds (other than Money Market
                                                                                                    Fund):


<S>                                               <C>                                            <C>
                                                  Concession                                     Concession
                                                  (as % of                                       (as % of
Amount of Purchase:                               offering                                       offering
                                                  price)                                         price)
Less than $50,000                                     3.50%                                          5.00%
$50,000 up to $100,000                                3.00%                                          4.25%
$100,000 up to $250,000                               2.50%                                          3.25%
$250,000 up to $500,000                               1.75%                                          2.50%
$500,000 up to $1 million                             1.25%                                          2.00%
</TABLE>

         In addition,  the  Distributor  may  allocate the entire  amount of the
initial  sales  charge for the sale of Class A shares to  dealers  for all sales
occurring during a particular period.

         The Distributor  uses  distribution and service fees received under the
Class A Plan to compensate qualified dealers for services provided in connection
with the sale of  shares  and the  maintenance  of  shareholder  accounts.  Such
compensation  generally is paid by the  Distributor  quarterly at an annual rate
not to exceed 0.50% of the Fund's average daily net assets attributable to Class
A shares held in accounts of the dealer or its customers.  However,  in the case
of shares  purchased at NAV with a CDSC, the Distributor  will pay the dealer of
record a sales  commission  in an amount equal to 0.50% of the amount  invested,
and the ongoing  compensation will not begin until one year after purchase.  NAV
shares are not subject to the one-year  exclusion in cases where the shareholder
has made arrangements with the Company and the dealer of record waives the sales
commission.

         Class B Dealer  Compensation.  The Distributor  uses  distribution  and
service fees received under the Class B Plan to compensate qualified dealers for
services  provided in connection  with the sale of shares and the maintenance of
shareholder accounts.  Such compensation is paid by the Distributor quarterly at
an annual  rate not to  exceed  0.50% of the  Fund's  average  daily net  assets
attributable to Class B shares (and any shares  purchased by the reinvestment of
dividends or capital gains) held for over seven years.

         The Distributor  normally pays a sales concession of 5.50% (and may pay
up to 6.00%) of the purchase  price of Class B shares to the dealer from its own
resources at the time of the sale.

         Class X Dealer  Compensation.  The Distributor  uses  distribution  and
service fees received under the Class X Plan as reimbursement  for its purchases
of Bonus Shares, as well as to compensate qualified dealers,  brokers, banks and
other financial  institutions for services  provided in connection with the sale
of Class X shares and the  maintenance  of  shareholder  accounts.  Such  latter
compensation  is paid by the  Distributor  quarterly  at an  annual  rate not to
exceed  0.50% of the Fund's  average  daily net assets  attributable  to Class X
shares (and any shares  purchased  by the  reinvestment  of dividends or capital
gains as such shares) held for over seven years.

         The Distributor  normally pays a sales concession of 3.00% (and may pay
up to 3.50%) of the purchase  price of Class X shares to the dealer from its own
resources at the time of the sale.

         Class C Dealer  Compensation.  The Distributor  uses  distribution  and
service fees received under the Class C Plan to compensate qualified dealers for
services  provided in connection  with the sale of shares and the maintenance of
shareholder  accounts.  The Distributor currently pays a 1.00% fee to dealers in
advance  upon sale of Class C shares and retains the fee paid by the Fund in the
first year. After the shares have been held for a year, the Distributor pays the
fee to dealers on a quarterly basis. Class C shares are not subject to a CDSC in
cases where certain shareholders have made arrangements with the Company and the
dealer of record waives the 1.00% fee.

                        DETERMINATION OF NET ASSET VALUE

         The net asset value ("NAV") per share of each Fund is determined in the
manner described in the Company's  Prospectus.  Each Fund will determine the NAV
of its shares on each day that the New York Stock  Exchange (the "NYSE") is open
for  business.  The  Directors of the Company and the Trustees of the Trust have
each established  procedures for valuing the assets of the Funds and Portfolios,
respectively.  In  general,  these  valuations  are based on market  quotations.
However,  in certain  circumstances  where  market  quotations  are not  readily
available,  assets are valued by methods  specified in the  procedures  that are
believed to accurately reflect the assets' fair value.

         Securities held by each  Non-Feeder Fund and Portfolio,  other than the
ASMT JPM Money Market Portfolio (the "Money Market Portfolio"),  that are valued
based on market  quotations  will be valued as  follows:  portfolio  securities,
including open short positions and options written,  are valued at the last sale
price on the  securities  exchange or securities  market  (including  the NASDAQ
National  Market  System)  on  which  such  securities   primarily  are  traded.
Securities  not listed on an exchange or  securities  market,  or  securities in
which there were not  transactions on that day, are valued at the average of the
most  recent bid and asked  price,  except in the case of open  short  positions
where the asked price is available.  Portfolio  securities which are traded both
"over-the-counter"  and on an exchange  are valued  according  to their  primary
market,  and it is expected that for debt securities this ordinarily will be the
over-the-counter market.

         Generally,  trading in foreign  securities,  as well as U.S. Government
securities, money market instruments and repurchase agreements, is substantially
completed  each day at various times prior to the close of the NYSE.  The values
of such securities used in computing the net asset value of the shares of a Fund
or Portfolio generally are determined as of such earlier times. Foreign currency
exchange  rates are also  generally  determined  prior to the close of the NYSE.
Occasionally,  events  affecting the value of such  securities and such exchange
rates may occur  between the times at which such values  usually are  determined
and the close of the NYSE. If such extraordinary events occur, their effects may
not be reflected in the net asset value of a Fund or Portfolio  calculated as of
the close of the NYSE on that day.

         The NAV per share of the Money Market  Portfolio is determined by using
the amortized cost method of valuing portfolio instruments.  Under the amortized
cost  method of  valuation,  an  instrument  is valued at cost and the  interest
payable at maturity upon the instrument is accrued as income,  on a daily basis,
over the remaining  life of the  instrument.  Neither the amount of daily income
nor the NAV is  affected  by  unrealized  appreciation  or  depreciation  of the
Portfolio's  investments assuming the instrument's obligation is paid in full on
maturity.  In periods of declining  interest rates, the indicated daily yield on
shares of the Portfolio computed using amortized cost may tend to be higher than
a similar  computation made using a method of valuation based upon market prices
and estimates. In periods of rising interest rates, the indicated daily yield on
shares of the Portfolio  computed using amortized cost may tend to be lower than
a similar  computation made using a method of valuation based upon market prices
and estimates. In addition,  short-term obligations with remaining maturities of
less than 60 days that are held by any Fund or Portfolio are valued at amortized
cost.

         The  amortized  method of  valuation  is  intended  to permit the Money
Market  Portfolio to maintain a constant NAV per share of $1.00.  No  assurances
can be given that this can be  attained.  The  Directors  of the Company and the
Trustees of the Trust, where applicable,  periodically  review the extent of any
deviation  from the  $1.00  per  share  value  that  would  occur if a method of
valuation  based on market prices and  estimates  were used. In the event such a
deviation would exceed one-half of one percent, the Directors of the Company and
the Trustees of the Trust,  where applicable,  will promptly consider any action
that reasonably  should be initiated to eliminate or reduce material dilution or
other unfair results to shareholders.  Such action may include selling portfolio
securities  prior to maturity,  not declaring earned income  dividends,  valuing
portfolio securities on the basis of current market prices, if available, or, if
not available,  at fair value, and (considered  highly unlikely by management of
the Company and the Trust)  redemption of shares in kind (i.e.,  with  portfolio
securities).

         A Fund's maximum  offering price per Class A share,  other than for the
ASAF JPM Money Market Fund,  is determined by adding the maximum sales charge to
the NAV per share.  Class A shares of the ASAF JPM Money Market fund, Class B, C
and X shares are  offered at NAV  without  the  imposition  of an initial  sales
charge.

                          ADDITIONAL INFORMATION ON THE
                        PURCHASE AND REDEMPTION OF SHARES

REDUCTION OR WAIVER OF SALES CHARGES AND CDSC ON CLASS A SHARES:

         The Company's  Prospectus under "How to Buy Shares"  describes  certain
reductions  and/or  waivers of sales charges and CDSC that apply to the purchase
of Class A Shares.  The following  provides more  specific  information  on such
reductions or waivers as well as certain additional waivers.

         Waiver of All Class A Sales  Charges.  No sales  charge is  imposed  on
sales of Class A shares for the following investors: (1) the Investment Manager,
its parent  company,  any  affiliate or subsidiary  of the parent  company;  (2)
present  or former  officers,  directors,  trustees  and  employees  (and  their
parents,  spouses and dependent children) of the Company, the Investment Manager
(including  its parent  company or any  affiliate  or  subsidiary  of the parent
company) or the  Sub-advisors,  and any  retirement  plans  established  by such
entities  for their  employees;  (3)  accounts  with respect to which any person
described  in (2) above  acts as a  custodian  on  behalf of a minor  (including
Uniform  Gift to Minors Act and Uniform  Transfer to Minors Act  accounts);  (4)
present  partners  and  employees  (and their  parents,  spouses  and  dependent
children) of the Transfer  Agent and the  Company's or the Trust's legal counsel
and administrator; (5) dealers that have a sales agreement with the Distributor,
if they purchase shares for their own accounts or for retirement plans for their
employees;  (6) employees and  registered  representatives  (and their  parents,
spouses and dependent  children) of dealers or financial  institutions that have
entered into sales  arrangements  with such dealers (and are  identified  to the
Distributor)  or  with  the  Distributor;  the  purchaser  must  certify  to the
Distributor at the time of purchase that the purchase is for the purchaser's own
account  (or for the  benefit of such  employee's  parents,  spouse,  parents of
spouse,  or minor  children);  (7)  employees  (and their  parents,  spouses and
dependent  children)  of  firms  providing  the  Company,  the  Trust  or  their
affiliates  with  regular  legal,  actuarial,  auditing,  underwriting,  claims,
administrative,  computer-support,  marketing, office or other services; (8) any
Sub-advisor  of the  Company  or the Trust;  and (9)  shares  issued in plans of
reorganization,  such as mergers,  asset  acquisitions and exchange  offers,  to
which a Fund is a party.

         Waiver of Class A CDSC.  The  Class A CDSC is  waived in the  following
cases if shares are redeemed and the Transfer Agent is notified: (1) redemptions
under a  Systematic  Withdrawal  Plan as  described  in  this  Prospectus  under
"Special  Investment  Programs and Privileges";  (2) redemptions to pay premiums
for optional  insurance  coverage  described in this  Prospectus  under "Special
Investment  Programs  and  Privileges";   (3)  redemptions  following  death  or
post-purchase  disability  (as  defined by Section  72(m)(7)  of the Code);  (4)
distributions  or loans to participants of qualified  retirement plans and other
employee benefit plans; (5) the portion of a mandated minimum  distribution from
an IRA, SIMPLE IRA or 403(b)(7) plan equal to the percentage of your plan assets
held in Class A shares of the  Company;  (6) the  portion  of any  substantially
equal periodic payments (as described in Section 72(t) of the Code) equal to the
percentage  of your plan assets held in class A shares of the  Company;  (7) the
return of excess  contributions  made to your IRA, SIMPLE IRA, 403(b)(7) plan or
401(k)  plan;  and (8)  where the  shareholder  has made  arrangements  with the
Company and the dealer of record waives its initial sales commission.

         Combined  Purchases.  Initial sales charge  reductions are available by
combining  into a single  transaction  the  purchase  of Class A shares with the
purchase  of any  other  class of  shares.  Qualifying  purchases  include:  (1)
individual  purchases by a trustee (or other fiduciary) if the investment is for
a single trust estate or single fiduciary account, including an employee benefit
plan other than those described above;  and (2) purchases by qualified  employee
benefit plans,  other than those described  above, of a single  employer,  or of
affiliated  employers as defined in the 1940 Act.  Purchases made for nominee or
street name accounts  (securities  held in the name of an  investment  dealer or
another nominee such as a bank trust department instead of the customer) may not
be aggregated  with  purchases made for other accounts and may not be aggregated
with  other  nominee or street  name  accounts  unless  otherwise  qualified  as
described above.

         Rights of  Accumulation:  Each Fund offers to all qualifying  investors
certain "rights of accumulation" under which investors are permitted to purchase
Class A shares of any Fund at the price  applicable to the total of (a) the then
current  purchase amount plus (b) an amount equal to the then current NAV of the
purchaser's holdings of all shares of any Fund of the Company. Acceptance of the
purchase  order is  subject  to  confirmation  of  qualification.  A  qualifying
investor's rights of accumulation may be amended or terminated at any time as to
subsequent purchases.

         Letter of Intent:  Any person may qualify for a reduced sales charge on
purchases of Class A shares made within a  thirteen-month  period  pursuant to a
Letter of Intent ("LOI").  In computing the total amount  purchased for purposes
of determining  the applicable  sales  commission,  the offering price of shares
currently held in the Funds which were purchased within 90 days from the date of
acceptance of the LOI may be used as a credit toward Fund shares to be purchased
under the LOI. Class A, B, C and X shares acquired  through the  reinvestment of
distributions  do not constitute  purchases for purposes of the LOI.  During the
term of an LOI,  Boston  Financial Data Services,  Inc., the Company's  transfer
agent (the  "Transfer  Agent"),  will hold shares in escrow to secure payment of
the higher sales charge  applicable for shares actually  purchased if the amount
indicated on the LOI is not purchased.  Dividends and capital gains will be paid
on all  escrowed  shares  and these  shares  will be  released  when the  amount
indicated on the LOI has been  purchased.  An LOI does not obligate the investor
to buy or the Fund to sell the  indicated  amount of the LOI.  If the  specified
amount of the LOI is not purchased,  the shareholder shall remit to the Transfer
Agent an amount  equal to the  difference  between the sales charge paid and the
sales charge that would have been paid had the aggregate  purchases been made at
a single time. If the Class A shareholder  does not (within  twenty days after a
written request by the Transfer Agent) pay such difference in sales charge,  the
Transfer Agent will redeem an appropriate  number of escrowed shares in order to
realize such difference.  Additional  information about the terms of the LOI are
available from your registered representative.

SPECIAL REDEMPTIONS:

         Although  it would not  normally  do so, each Fund has the right to pay
the  redemption  price of  shares  of the Fund in whole or in part in  portfolio
securities as prescribed by the Directors of the Company.  When the  shareholder
sells portfolio  securities received in this fashion, he would incur a brokerage
charge.  Any such  securities  would be valued for the  purposes  of making such
payment at the same value as used in determining  NAV. The Funds have elected to
be  governed  by Rule 18f-1  under the 1940 Act,  pursuant to which each Fund is
obligated to redeem shares solely in cash from any one account during any 90-day
period up to the lesser of $250,000 or 1% of the NAV of the  applicable  Fund or
Portfolio at the beginning of such period.

SUSPENSION OF REDEMPTIONS:

         A Fund may not suspend a shareholder's  right of redemption or postpone
payment for a  redemption  for more than seven  days,  unless the New York Stock
Exchange  ("NYSE") is closed for other than customary  weekends or holidays,  or
trading on the NYSE is  restricted,  or for any period during which an emergency
exists as a result of which (1) disposal by a Fund or  Portfolio  of  securities
owned  by it is  not  reasonably  practicable,  or  (2)  it  is  not  reasonably
practicable for a Fund to fairly determine the value of its assets,  or for such
other periods as the Commission may permit for the protection of investors.

         For further  information  regarding the purchase and redemption of Fund
shares, see "How to Buy Shares" and "How to Redeem Shares," respectively, in the
Company's Prospectus.

                             PORTFOLIO TRANSACTIONS

BROKERAGE ALLOCATION:

         Subject to the  supervision  of the  Directors  of the  Company and the
Trustees of the Trust,  where  applicable,  decisions to buy and sell securities
for the Company and the Trust are made for each Non-Feeder Fund and Portfolio by
its  respective  Sub-advisor.  Each  Sub-advisor  is  authorized to allocate the
orders placed by it on behalf of the applicable Fund or Portfolio to brokers who
also  provide  research  or  statistical  material  or  other  services  to  the
Sub-advisor  or the  Fund or  Portfolio  for the use of the  applicable  Fund or
Portfolio and other accounts as to which the  Sub-advisor  exercises  investment
discretion.  Such  allocation  shall be in such amounts and  proportions  as the
Sub-advisor  shall  determine.  The  Sub-advisor  will report on  allocations of
brokerage  either  to  the  Investment  Manager,   which  will  report  on  such
allocations to the Directors of the Company or the Trustees of the Trust,  where
applicable,  or, if  requested,  directly to the  Directors or  Trustees.  These
reports will  indicate the brokers to whom such  allocations  have been made and
the basis therefor. The Sub-advisor may consider sale of shares of the Funds, or
may consider or follow  recommendations of the Investment Manager that take such
sales into account,  as factors in the selection of brokers to effect  portfolio
transactions  for a Fund or Portfolio,  subject to the  requirements of best net
price  available and most favorable  execution.  In this regard,  the Investment
Manager  may direct  certain of the  Sub-advisors  to try to effect a portion of
their Fund or Portfolio's  investment  transactions through  broker-dealers that
sell shares of the Fund (or corresponding  Fund, in the case of the Portfolios),
to the  extent  consistent  with best net  price  available  and most  favorable
execution.

         Subject to the rules  promulgated by the  Commission,  as well as other
regulatory  requirements,  a Sub-advisor  also may allocate orders to brokers or
dealers  affiliated  with  the  Sub-advisor  or  the  Investment  Manager.  Such
allocation  shall  be in  amounts  and  proportions  as  the  Sub-advisor  shall
determine.  The Sub-advisor will report on these allocations of brokerage either
to the  Investment  Manager,  which  will  report  on  such  allocations  to the
Directors of the Company or the Trustees of the Trust, where applicable,  or, if
requested, directly to the Directors or Trustees.

         In  selecting  a broker to effect  each  particular  transaction,  each
Sub-advisor  will  take the  following  into  consideration:  the best net price
available; the reliability, integrity and financial condition of the broker; the
size and  difficulty  in  executing  the  order;  and the value of the  expected
contribution  of the  broker  to the  investment  performance  of the  Fund on a
continuing  basis.  Subject to such policies and  procedures as the Directors of
the Company and the Trustees of the Trust may determine, a Sub-advisor shall not
be deemed to have acted unlawfully or to have breached any duty solely by reason
of its having caused a Fund or Portfolio to pay a broker that provides  research
services to the  Sub-advisor an amount of commission for effecting an investment
transaction  in excess of the amount of  commission  another  broker  would have
charged for effecting that  transaction,  if the Sub-advisor  determines in good
faith that such amount of commission  was reasonable in relation to the value of
the  research  service  provided by such  broker  viewed in terms of either that
particular  transaction  or  the  Sub-advisor's  ongoing  responsibilities  with
respect to the Fund or Portfolio and other accounts as to which the  Sub-advisor
exercises  investment  discretion.  Accordingly,  the  amount  of the  brokerage
commission  in any  transaction  may be greater than that  available  from other
brokers  if the  difference  is  reasonably  justified  by other  aspects of the
services  offered.  For the period from commencement of operations until October
31, 1997,  aggregate  brokerage  commissions  of $3,500 and $17,817 were paid in
relation to brokerage  transactions of the Company and the Trust,  respectively.
For the fiscal year ended October 31, 1998,  aggregate brokerage  commissions of
$320,297 and $177,016  were paid in relation to  brokerage  transactions  of the
Company  and the  Trust,  respectively.  The  increase  in  commissions  paid is
primarily the result of the increase in the Company's and Trust's net assets and
the fact that the  figures for the year ended  October  31, 1998  reflect a full
year of operation.

         During the period ended October 31, 1997,  brokerage  commissions  were
paid to certain affiliates of Rowe Price-Fleming International, Inc. by the ASMT
T. Rowe Price  International  Equity  Portfolio in the amount of $54. During the
fiscal year ended October 31, 1998,  brokerage  commissions were paid to certain
affiliates of Rowe Price-Fleming  International,  Inc. by the ASMT T. Rowe Price
International  Equity Portfolio in the amount of $821. For that period,  2.5% of
the  total  brokerage  commissions  paid  by  this  Portfolio  were  paid to the
affiliated  brokers,  with  respect  to  transactions  representing  2.8% of the
Portfolio's  total  dollar  amount of  transactions  involving  the  payment  of
commissions.   During  the  fiscal  year  ended  October  31,  1998,   brokerage
commissions were paid to NationsBanc  Montgomery Securities LLC, an affiliate of
the former  Sub-advisor to the ASAF  Oppenheimer  Small-Cap Growth Fund, by this
Fund in the  amount of  $3,542.  For that  period,  7.2% of the total  brokerage
commissions paid by this Fund were paid to the affiliated  broker,  with respect
to  transactions  representing  8.8%  of  the  Fund's  total  dollar  amount  of
transactions involving the payment of commissions.  During the fiscal year ended
October 31, 1998,  brokerage  commissions  were paid to J.P. Morgan  Securities,
Inc., an affiliate of American Century Investment Management,  Inc., by the ASAF
American Century Strategic Balanced Fund in the amount of $735. For that period,
5.4% of the  total  brokerage  commissions  paid by this  Fund  were paid to the
affiliated broker, with respect to transactions  representing 2.9% of the Fund's
total dollar amount of transactions involving the payment of commissions. During
the fiscal  year ended  October 31,  1998,  brokerage  commissions  were paid to
Neuberger Berman,  LLC, an affiliate of Neuberger Berman Management Inc., by the
ASAF  Neuberger  Berman  Mid-Cap  Growth  Fund in the amount of $1812.  For that
period, 51.8% of the total brokerage  commissions paid by this Fund were paid to
the affiliated  broker,  with respect to transactions  representing 58.3% of the
Fund's total dollar amount of transactions involving the payment of commissions.
During the fiscal year ended October 31, 1998,  brokerage  commissions were paid
to Neuberger Berman,  LLC by the ASAF Neuberger Berman Mid-Cap Value Fund in the
amount of $688. For that period,  16.4% of the total brokerage  commissions paid
by this Fund were paid to the affiliated  broker,  with respect to  transactions
representing  18.1% of the Fund's total dollar amount of transactions  involving
the payment of commissions.

ALLOCATION OF INVESTMENTS:

         The  Sub-advisors  of the Non-Feeder  Funds and  Portfolios  have other
advisory  clients,  some of which have similar  investment  objectives to one or
more of the Funds or Portfolios for which advisory  services are being provided.
In addition,  a Sub-advisor may be engaged to provide advisory services for more
than one Fund or Portfolio. There will be times when a Sub-advisor may recommend
purchases  and/or sales of the same  securities  for a Fund or Portfolio and the
Sub-advisor's  other clients.  In such  circumstances,  it will be the policy of
each  Sub-advisor to allocate  purchases and sales among a Fund or Portfolio and
its other clients, including other Funds or Portfolios for which the Sub-advisor
provides advisory  services,  in a manner which the Sub-advisor deems equitable,
taking into  consideration  such  factors as size of account,  concentration  of
holdings, investment objectives, tax status, cash availability,  purchase costs,
holding period and other pertinent factors relative to each account.

PORTFOLIO TURNOVER:

         Each Non-Feeder  Fund and 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  Manager  determines  that such a  disposition  is in the
Fund's or Portfolio's best interest.  Portfolio turnover rates may increase as a
result of the need for a Fund or  Portfolio  to effect  significant  amounts  of
purchases or redemptions of portfolio  securities  due to economic,  market,  or
other  factors that are not within the  Sub-advisor's  or  Investment  Manager's
control.  A high  rate of  portfolio  turnover  (generally  in  excess  of 100%)
involves   correspondingly   higher  brokerage  commission  expenses  and  other
transaction  costs,  which must be  ultimately  borne by a Fund's  shareholders.
Trading in fixed income  securities  does not  generally  involve the payment of
brokerage  commissions,  but  does  involve  indirect  transaction  costs.  High
portfolio  turnover  rates may also generate  larger  taxable income and taxable
capital  gains than would  result from lower  portfolio  turnover  rates and may
create higher tax liability for a Fund's  shareholders.  As a result of a change
in its portfolio manager, it is expected that the rate of portfolio turnover for
the ASAF Founders  International Small Capitalization Fund will be significantly
higher for the fiscal  year ended  October  31,  1999 than it has been for prior
fiscal  periods  as  reported  in  the  Company's  Prospectus  under  "Financial
Highlights."

         A 100% portfolio  turnover rate would occur if all of the securities in
a portfolio of investments  were replaced during a given period.  For additional
information  regarding  portfolio turnover,  see the Company's  Prospectus under
"Portfolio Turnover" and "Financial Highlights."

                          ADDITIONAL TAX CONSIDERATIONS

         Federal  Income  Tax  Consequences.  Each Fund is treated as a separate
entity for federal  income tax purposes.  Each Fund has qualified and elected or
intends to qualify and elect to be treated as a "regulated  investment  company"
under  Subchapter  M of the  Internal  Revenue  Code of 1986,  as  amended  (the
"Code"),  and intends to  continue  to so qualify in the future.  As a regulated
investment  company, a Fund must, among other things, (a) derive at least 90% of
its gross income from  dividends,  interest,  payments  with respect to loans of
stock  and  securities,  gains  from  the sale or other  disposition  of  stock,
securities or foreign  currency and other income  (including  but not limited to
gains from options,  futures, and forward contracts) derived with respect to its
business of investing in such stock,  securities  or foreign  currency;  and (b)
diversify  its holdings so that, at the end of each quarter of its taxable year,
(i) at least 50% of the value of the Fund's total assets is represented by cash,
cash items, U.S. Government securities, securities of other regulated investment
companies,  and other securities  limited,  in respect of any one issuer,  to an
amount  not  greater  than  5% of  the  Fund's  total  assets,  and  10%  of the
outstanding  voting securities of such issuer, and (ii) not more than 25% of the
value of its total assets is invested in the securities of any one issuer (other
than U.S.  Government  securities or securities  of other  regulated  investment
companies).  As a  regulated  investment  company,  a Fund  (as  opposed  to its
shareholders)  will not be subject to federal income taxes on the net investment
income and capital gain that it distributes to its  shareholders,  provided that
at least 90% of its net investment  income and realized net  short-term  capital
gain in excess of net long-term capital loss for the taxable year is distributed
in  accordance   with  the  Code's  timing   requirements   (the   "Distribution
Requirement").  For  additional  information  regarding the Funds'  treatment as
regulated  investment companies under the Code, and certain consequences if such
treatment  is  not  accorded  any  Fund,  see  the  Company's  Prospectus  under
"Dividends, Capital Gains and Taxes."

         Each Fund will be subject to a 4% non-deductible  federal excise tax on
a portion of its  undistributed  taxable income and capital gains if it fails to
meet certain  distribution  requirements  by the end of the calendar year.  Each
Fund intends to avoid  liability  for such tax by satisfying  such  distribution
requirements.

         Each of the Feeder Funds will invest all of its investable  assets in a
corresponding  Portfolio  of the  Trust.  Each such Fund will be deemed to own a
proportionate  share of its corresponding  Portfolio's assets and income for the
purpose of  determining  whether the Fund  qualifies  as a regulated  investment
company.  Accordingly,  each Portfolio intends to conduct its operations so that
its corresponding Fund will be able to satisfy applicable tax requirements.

         If a Fund or Portfolio acquires stock in certain non-U.S.  corporations
("passive foreign investment companies" or "PFICs") that receive at least 75% of
their annual gross income from  passive  sources  (such as interest,  dividends,
rents,  royalties  or  capital  gains) or at least 50% of whose  average  assets
produce or are held for the production of such passive income, that Fund (or, in
the case of a Portfolio,  its corresponding Fund indirectly through its interest
in the Portfolio) could be subject to federal income tax and additional interest
charges on "excess distributions"  received from such companies or gain from the
sale of stock in such companies,  even if the Fund  distributes its share of the
PFIC  income as a  taxable  dividend  to its  shareholders.  A certain  election
(treating the PFIC as a "qualified electing fund") filed with the Fund's federal
income tax return may, if available,  ameliorate these adverse tax consequences,
but any such election  would require the applicable  Fund to recognize  ordinary
taxable  income  and net  capital  gain of the PFIC  without  the  corresponding
receipt of cash  which may need to be  distributed  by the Fund to  satisfy  the
Distribution Requirement.

         Pursuant  to  proposed   regulations,   open-end  regulated  investment
companies  such as the Funds  would be  entitled  to avoid the tax  consequences
described in the previous paragraph by electing to mark-to-market their stock in
certain PFICs.  Marking to market in this context means  recognizing as gain for
each  taxable  year the excess,  as of the end of that year,  of the fair market
value  of each  PFIC's  stock  over the  owner's  adjusted  basis in that  stock
(including  mark to market  gains of a prior year for which an  election  was in
effect).

         Gains and losses realized by a Fund (directly,  or through its interest
in a Portfolio)  in  connection  with  certain  transactions  involving  foreign
currency-denominated  debt  securities,  certain  foreign  currency  futures and
options, foreign currency forward contracts,  foreign currencies themselves,  or
payables or receivables  denominated in a foreign currency are generally treated
as ordinary income and loss.

         Some Funds,  or, in certain  cases,  the  Portfolio in which a Fund may
invest its assets,  may be subject to  withholding  and other  taxes  imposed by
foreign countries with respect to their investments in foreign  securities.  Tax
conventions  between certain countries and the U.S. may reduce or eliminate such
taxes. A Fund,  more than 50% of the value of whose total assets at the close of
a taxable year (held directly or indirectly  through a corresponding  Portfolio)
consists  of  stock  or  securities  in  foreign  corporations,   may  elect  to
"pass-through"  these  foreign  taxes to its  shareholders,  in which  case each
shareholder  will be  required to include  its pro rata  portion  thereof in its
gross income but, if it itemizes deductions,  will be able to deduct or (subject
to various  limitations)  will be able to claim a credit for its portion of such
taxes, in computing its federal income tax liability.

         Each Fund or  Portfolio  that invests in zero coupon  securities  or in
other  securities  with  original  issue  discount  (or  securities  with market
discount,  if the Fund or Portfolio  elects to include market discount in income
currently) must accrue such discount income  currently even if no  corresponding
payment is received.  However,  because income subject to a Fund's  Distribution
Requirement includes such accrued discount, to satisfy that requirement,  a Fund
may  have  to  dispose  of its  (or,  as the  case  may  be,  its  corresponding
Portfolio's)  securities  under  disadvantageous  circumstances,  or borrow,  to
generate the needed cash.

         Forward currency contracts,  options and futures contracts entered into
by a Fund or Portfolio may create  "straddles"  for federal  income tax purposes
with other such contracts or with securities positions,  and this may affect the
character and timing of gains or losses realized by the Fund (or, in the case of
a  Portfolio,  by  its  corresponding  Fund)  on  such  contracts,   options  or
securities.  Certain  straddles treated as short sales for tax purposes may also
result in the loss of the holding period of securities included in the straddles
for purposes of the 30% of gross income test described above,  and therefore,  a
Fund's or Portfolio's ability to enter into forward currency contracts,  options
and futures contracts may be limited.

         Certain options,  futures and foreign currency contracts held by a Fund
or  Portfolio  at  the  end  of  each  taxable  year  will  be  required  to  be
"marked-to-market"  for federal  income tax purposes -- i.e.,  treated as having
been sold at market value. For options and futures contracts, 60% of any gain or
loss recognized on these deemed sales and on actual dispositions will be treated
as  long-term  capital  gain or  loss,  and the  remainder  will be  treated  as
short-term capital gain or loss regardless of how long the Fund or Portfolio has
held such  options  or  futures.  However,  gain or loss  recognized  on certain
foreign currency contracts will be treated as ordinary income or loss.

         If a Fund or Portfolio satisfies certain requirements,  any increase in
value of a position that is part of a  "designated  hedge" will be offset by any
decrease in value (whether  realized or not) of the offsetting  hedging position
during the period of the hedge for purposes of determining whether the Fund (or,
in the case of a Portfolio,  its  corresponding  Fund)  satisfies  the 30% gross
income test above.  Thus,  only the net gain (if any) from the designated  hedge
will be included in gross income for purposes of that  limitation.  Each Fund or
Portfolio will consider whether it should seek to satisfy those  requirements to
enable the Fund (or,  in the case of a  Portfolio,  its  corresponding  Fund) to
qualify for this treatment for hedging transactions.

         To maintain a constant  $1.00 per share NAV, the  Directors of the ASAF
JPM Money  Market Fund (the "Money  Market  Fund") may direct that the number of
outstanding  shares be reduced pro rata.  If this  adjustment  is made,  it will
reflect the lower market value of portfolio  securities and not realized losses.
The adjustment may result in a shareholder  having more dividend income than net
income in his account for a period. When the number of outstanding shares of the
Money Market Fund is reduced,  the shareholder's basis in the shares of the Fund
may be  adjusted  to  reflect  the  difference  between  taxable  income and net
dividends  actually  distributed.  This  difference may be realized as a capital
loss when the shares are liquidated.

         Distributions from a Fund's current or accumulated earnings and profits
("E&P"),  as  computed  for  federal  income  tax  purposes,  will be taxable as
described in the Company's  Prospectus whether taken in shares or in cash. These
distributions  will be  treated  as  dividends,  but  will  qualify  for the 70%
dividends-received  deduction for the Fund's corporate  shareholders only to the
extent designated in a notice to the Fund's  shareholders as being  attributable
to dividends received by the Fund. Distributions,  if any, in excess of E&P will
constitute a return of capital,  which will first reduce an investor's tax basis
in a Fund's  shares and  thereafter  (after  such basis is reduced to zero) will
generally  give  rise  to  capital  gains.   Shareholders  electing  to  receive
distributions  in the form of  additional  shares  will  have a cost  basis  for
federal  income tax  purposes in each share so  received  equal to the amount of
cash they would have received had they elected to receive the  distributions  in
cash, divided by the number of shares received.

         At the time of an  investor's  purchase of shares of a Fund (other than
the Money Market Fund), a portion of the purchase price is often attributable to
realized or unrealized  appreciation  in the Fund's  portfolio or  undistributed
taxable income of the Fund.  Consequently,  subsequent  distributions  from such
appreciation  or income may be taxable to such  investor  even if the NAV of the
investor's  shares  is,  as a result  of the  distributions,  reduced  below the
investor's cost for such shares,  and the  distributions in reality  represent a
return of a portion of the purchase price.

         Upon a redemption of shares of a Fund, other than the Money Market Fund
(including  an exchange  for other Fund  shares),  a  shareholder  may realize a
taxable  gain or loss.  Such  gain or loss will be  capital  if the  shares  are
capital  assets in the  shareholder's  hands and will be long-term or short-term
capital gain or loss,  depending upon the  shareholder's  holding period for the
shares.  A sales  charge paid in  purchasing  shares of a Fund  ("load  charge")
cannot be taken into  account for  purposes of  determining  gain or loss on the
redemption or exchange of such shares within 90 days after their purchase to the
extent  shares of the same or another  Fund are  subsequently  acquired  without
payment of a load charge pursuant to a reinvestment or exchange privilege.  Such
disregarded  load charge will  result in an  increase in the  shareholder's  tax
basis in the Fund shares  subsequently  acquired.  Also,  any loss realized on a
redemption  or exchange of shares of a Fund will be disallowed to the extent the
shares  disposed of are replaced with shares of the same Fund within a period of
61 days beginning 30 days before and ending 30 days after such  disposition.  In
such a case,  the basis of the shares  acquired  will be adjusted to reflect the
disallowed  loss. If Fund shares are redeemed or exchanged at a loss after being
held for six months or less,  the loss will be treated as long-term,  instead of
short-term,  capital  loss to the  extent  of any  capital  gains  distributions
received on those shares.

         Each  shareholder  will be required  to furnish its social  security or
taxpayer  identification number and certify that such number is correct and that
the  shareholder  is not  subject to back-up  withholding  for failure to report
income to the IRS. Failure to comply with applicable IRS regulations,  including
the  certification  procedures  described  above,  may  result in the Fund being
required to collect back-up  withholding at a 31% rate on taxable  distributions
and redemptions to the shareholder.

         Different  tax  treatment,   including   penalties  on  certain  excess
contributions  and  deferrals,   certain   pre-retirement  and   post-retirement
distributions and certain  prohibited  transactions,  is accorded to shareholder
accounts maintained as qualified  retirement plans.  Shareholders should consult
their tax advisers for more information.

         The foregoing  discussion  relates  solely to federal income tax law as
applicable to U.S. persons (i.e.,  U.S.  citizens or residents and U.S. domestic
corporations,  partnerships,  trusts or estates) generally.  The discussion does
not address special tax rules  applicable to certain classes of investors,  such
as tax-exempt entities, insurance companies, and financial institutions.

         A foreign  shareholder  (i.e., a nonresident alien individual,  foreign
trust or estate,  foreign  corporation or foreign  partnership) not engaged in a
U.S.  trade or  business  with  which its  investment  in a Fund is  effectively
connected will be subject to federal income tax treatment that is different from
that described above. These investors may be subject to U.S.  withholding tax at
the rate of 30% (or a lower  rate  under an  applicable  tax  treaty) on amounts
treated as ordinary  dividends from a Fund and, unless an effective IRS Form W-8
or authorized substitute is on file, to backup withholding at the rate of 31% on
certain other payments from the Fund. Distributions treated as long term capital
gains to foreign  shareholders  will not be subject to federal income tax unless
the distributions are effectively connected with the shareholder's U.S. trade or
business or, in the case of a non-resident alien individual,  the shareholder is
present in the U.S.  for more than 182 days during the taxable  year and certain
other conditions are met.  Non-U.S.  investors should consult their tax advisers
regarding such  treatment and the  application of foreign taxes to an investment
in any Fund.

         State and Local Tax Consequences.  Each Fund may be subject to state or
local  taxes in  jurisdictions  in which  such  Fund may be  deemed  to be doing
business. In addition, in those states or localities which have income tax laws,
the treatment of such Fund and its shareholders  under such laws may differ from
their  treatment  under federal income tax laws, and investment in such Fund may
have different tax consequences for shareholders than would direct investment in
such Fund's (or, in the case of a Feeder Fund,  its  corresponding  Portfolio's)
portfolio  securities.  Shareholders  should consult their own tax advisers with
respect to any state or local taxes.

                         CAPITAL STOCK OF THE COMPANY &
                         PRINCIPAL HOLDERS OF SECURITIES

         Capital Stock. The authorized  capital stock of the Company consists of
the following  shares (par value $.001 per share):  ASAF Founders  International
Small Capitalization Fund (220 million); ASAF T. Rowe Price International Equity
Fund (220 million); ASAF AIM International Equity Fund (220 million); ASAF Janus
Overseas  Growth  Fund (220  million);  ASAF Janus  Small-Cap  Growth  Fund (260
million);  ASAF T. Rowe  Price  Small  Company  Value Fund (220  million);  ASAF
Neuberger  Berman  Mid-Cap  Growth Fund (220  million);  ASAF  Neuberger  Berman
Mid-Cap Value Fund (220 million);  ASAF  Oppenheimer  Large-Cap Growth Fund (220
million);  ASAF Marsico  Capital Growth Fund (220  million);  ASAF Janus Capital
Growth  Fund (220  million);  ASAF  Bankers  Trust  Managed  Index 500 Fund (220
million); ASAF Lord Abbett Growth and Income Fund (220 million); ASAF MFS Growth
with Income Fund (220  million);  ASAF INVESCO Equity Income Fund (220 million);
ASAF American Century Strategic Balanced Fund (220 million); ASAF Federated High
Yield Bond Fund (220 million);  ASAF Total Return Bond Fund (220  million);  and
ASAF JPM Money Market Fund (1.5 billion).

         Description  of Shares.  The Company  currently  has nineteen  separate
series of shares,  each of which is divided into Class A, B, C and X shares. The
Directors  of the Company are  authorized  to  establish,  from time to time and
without shareholder approval, additional series or classes of shares. The assets
of each series of shares belong only to that series, and the liabilities of each
series  are  borne  solely  by that  series  and no  other.  Shares of each Fund
represent equal proportionate interests in the assets of that Fund only and have
identical voting,  dividend,  redemption,  liquidation,  and other rights.  Each
class of shares,  however, bears different sales charges,  distribution fees and
related expenses, and has exclusive voting rights with respect to its respective
12b-1  Distribution  and  Service  Plan.  All  shares  issued  are  fully  paid,
non-assessable and freely  transferable,  and have no preference,  preemptive or
similar rights.

         Shareholder  Voting and Meetings.  The shares of the Funds are entitled
to vote  separately  to approve  investment  advisory  agreements  or changes in
investment  restrictions,  but  shareholders  of all series vote together in the
election and selection of directors.  Each  shareholder  is entitled to one vote
for each  share  (and to the  appropriate  fractional  vote for each  fractional
share)  of the  Funds  held  upon  all  matters  submitted  to the  shareholders
generally.  Shareholders of all Funds and classes will vote together as a single
class,  except when otherwise required by applicable law or as determined by the
Directors of the Company; and provided that shareholders of a particular Fund or
class  shall not be  entitled  to vote on any  matter  which does not affect any
interest of that Fund or class,  except as otherwise required by applicable law.
The  Directors  of  the  Company  do not  intend  to  hold  annual  meetings  of
shareholders of the Funds,  and will call special  meetings of shareholders of a
Fund only if  required  under the 1940 Act and other  applicable  law,  in their
discretion or upon written  request of holders of 10% or more of the outstanding
shares  of that  Fund  entitled  to vote.  Although  Directors  are not  elected
annually by the shareholders,  shareholders have under certain circumstances the
right to remove one or more Directors.  If required by applicable law, a meeting
will be held to vote on the removal of a Director or Directors of the Company if
requested  in  writing  by the  holders  of not less  than 10% of the  Company's
outstanding shares.

     The following  table lists persons  owning more than 5% of any class of the
Fund's outstanding shares as of September 27, 1999.

     American Skandia Advisor Funds, Inc., - Report of 5% or Greater Owners

                            As of September 27, 1999
<TABLE>
<CAPTION>

- --------------------------------------- -------------------------------- ------------------------------------- --------------
         Fund and Share Class                     Owner Name                           Address                    Percent
                                                                                                                 Ownership
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

<S>                                     <C>                              <C>
ASAF Founders International Small       N/A                              N/A                                             N/A
Capitalization Fund Class A, B, C and
X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF T. Rowe Price International        Wells Fargo TTEE                 P.O. Box 9800 MAC #2141-028 MTL FD           12.45%
Equity Fund Class A                     American Skandia #5000149000     Calabasas, CA 91372

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF T. Rowe Price International        N/A                              N/A                                             N/A
Equity Fund Class B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Janus Overseas Growth Fund         N/A                              N/A                                             N/A
Class A, B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Janus Small-Cap Growth Fund        N/A                              N/A                                             N/A
Class A, B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF T. Rowe Price Small Co. Value
Fund Class A and B                      N/A                              N/A                                             N/A
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF T. Rowe Price Small Co. Value      Attn: Mutual Funds Department    One Commerce Square                           5.71%
Fund Class C                            BHC Securities, Inc.             2005 Market Street, Ste 1200
                                        FAO 18317750                     Philadelphia, PA 19103
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF T. Rowe Price Small Co. Value
Fund Class X                            N/A                              N/A                                             N/A
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Neuberger Berman Mid-Cap Growth    Wells Fargo TTEE                 P.O. Box 9800 MAC #2141-028 MTL FD            7.05%
Fund Class A                            American Skandia #5000149000     Calabasas, CA 91372

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Neuberger Berman Mid-Cap Growth    N/A                              N/A                                             N/A
Fund Class B and C

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Neuberger Berman Mid-Cap Growth    Robert R. Brink & Diana M.       RR Brink Locking Systems Inc PSP              5.37%
Fund Class X                            Ganster & Charles R. Brink       500 Earl Road
                                        TTEES                            Shorewood, IL 60431
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Neuberger Berman Mid-Cap Value     Wells Fargo TTEE                 P.O. Box 9800 MAC #2141-028 MTL FD            5.91%
Fund Class A                            American Skandia #5000149000     Calabasas, CA 91372

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Neuberger Berman Mid-Cap Value     N/A                              N/A                                             N/A
Fund Class B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Oppenheimer Large-Cap Growth       N/A                              N/A                                             N/A
Fund Class A, B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Marsico Capital Growth Fund        N/A                              N/A                                             N/A
Class A, B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Janus Capital Growth Fund          N/A                              N/A                                             N/A
Class A, B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Lord Abbett Growth and Income      N/A                              N/A                                             N/A
Fund Class A, B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF INVESCO Equity Income Fund         N/A                              N/A                                             N/A
Class A, B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF American Century Strategic         N/A                              N/A                                             N/A
Balanced Fund Class A, B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Federated High Yield Bond Fund     N/A                              N/A                                             N/A
Class A, B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Total Return Bond Fund             N/A                              N/A                                             N/A
Class A and B
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Total Return Bond Fund             Donaldson Lufkin Jenrette        P.O. Box 2052                                 9.57%
Class C                                 Securities Corporation           Jersey City, NJ 07303
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF Total Return Bond Fund             N/A                              N/A                                             N/A
Class X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF JPM Money Market Fund              Delaware Charter Guar& Trust     1013 Centre Road                              5.12%
Class A                                 Cust                             Wilmington, DE 19805
                                        California Drywall Co 401(k)
- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------

- --------------------------------------- -------------------------------- ------------------------------------- --------------
- --------------------------------------- -------------------------------- ------------------------------------- --------------
ASAF JPM Money Market Fund              N/A                              N/A                                             N/A
Class B, C and X
- --------------------------------------- -------------------------------- ------------------------------------- --------------
</TABLE>



<PAGE>


                                OTHER INFORMATION

REPORTS TO SHAREHOLDERS:

         Shareholders of each Fund are provided unaudited  semi-annual financial
statements,  as well as year-end  financial  statements audited by the Company's
independent  public  accountants.  Each  Fund's  financial  statements  show the
investments owned by the Fund or its corresponding Portfolio,  where applicable,
and the market values thereof.  Additionally,  each Fund's financial  statements
provide other  information  about the Fund and its operations,  including in the
case of the Feeder Funds, the Fund's  beneficial  interest in its  corresponding
Portfolio.

DOMESTIC AND FOREIGN CUSTODIANS:

         pnc Trust Company,  located at Airport Business  Center,  International
Court  2,  200  Stevens  Drive,  Philadelphia,  Pennsylvania  19113,  serves  as
custodian  for all  domestic  cash and  securities  holdings  of the  Funds  and
Portfolios investing primarily in domestic securities. The Chase Manhattan Bank,
located at One Pierrepont Plaza,  Brooklyn,  New York 11201, serves as custodian
for all cash and securities  holdings of the ASAF Founders  International  Small
Capitalization  Fund,  the ASAF T. Rowe  Price  International  Equity  Fund (and
corresponding  Portfolio),  the ASAF AIM International Equity Fund, and the ASAF
Janus Overseas Growth Fund, and co-custodian for all foreign securities holdings
of the Funds and Portfolios which invest primarily in domestic securities.

TRANSFER AGENT:

         Boston  Financial  Data  Services,   Inc.  (the  "Transfer  Agent,"  as
previously defined), located at Two Heritage Drive, Quincy, Massachusetts 02171,
serves as the transfer agent and dividend paying agent for the Company.

INDEPENDENT ACCOUNTANTS:

         PricewaterhouseCoopers   LLP,  located  at  2400  Eleven  Penn  Center,
Philadelphia, Pennsylvania 19103, has been selected as the independent certified
public  accountants of the Company,  providing audit services and assistance and
consultation with respect to the preparation of filings with the Commission.

Legal Counsel:

         Stradley Ronon Stevens & Young,  LLP,  located at 2600 Commerce Square,
Philadelphia,  PA  19103-7098,  serves  as  counsel  to the  Company.  Caplin  &
Drysdale, located at One Thomas Circle, N.W., Washington, D.C. 20005, and Rogers
& Wells,  located at 200 Park Avenue, New York, New York 10166, serve as special
counsel to the Company on certain tax matters.

REGISTRATION STATEMENT:

         This  SAI  and  the  Company's   Prospectus  do  not  contain  all  the
information  included in the  Company's  Registration  Statement  filed with the
Commission  under the  Securities  Act of 1933 with  respect  to the  securities
offered by the Prospectus.  The Registration  Statement,  including the exhibits
filed therewith, may be examined at the Commission's offices in Washington, D.C.
The Commission maintains a Website  (http://www.sec.gov) that contains this SAI,
material  incorporated by reference,  and other information  regarding the Funds
and Portfolios.



<PAGE>


                              FINANCIAL STATEMENTS

         Audited financial  statements of each Fund for the period ended October
31,   1998,    together   with   the   notes   thereto   and   the   report   of
PricewaterhouseCoopers LLP, are attached to this SAI.


                      AMERICAN SKANDIA ADVISOR FUNDS, INC.
                            SCHEDULES OF INVESTMENTS
                                 APRIL 30, 1999
                                  (UNAUDITED)

             ASAF FOUNDERS INTERNATIONAL SMALL CAPITALIZATION FUND
                        ASAF JANUS SMALL-CAP GROWTH FUND
                  ASAF T. ROWE PRICE SMALL COMPANY VALUE FUND
                 ASAF AMERICAN CENTURY STRATEGIC BALANCED FUND
                      ASAF FEDERATED HIGH YIELD BOND FUND
                     ASAF OPPENHEIMER LARGE-CAP GROWTH FUND
                    ASAF LORD ABBETT GROWTH AND INCOME FUND
                        ASAF JANUS OVERSEAS GROWTH FUND
                        ASAF MARSICO CAPITAL GROWTH FUND
                   ASAF NEUBERGER BERMAN MID-CAP GROWTH FUND
                    ASAF NEUBERGER BERMAN MID-CAP VALUE FUND


<PAGE>

ASAF FOUNDERS INTERNATIONAL
SMALL CAPITALIZATION FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
<S>                            <C>       <C>
FOREIGN STOCK -- 81.3%
  AUSTRIA -- 0.5%
    KTM-Motorradholding AG        700    $   43,760
                                         ----------
  BRAZIL -- 1.1%
    Aracruz Celulose SA [ADR]   4,625        92,500
                                         ----------
  CANADA -- 3.7%
    Cinar Corp. Cl-B*          11,850       247,369
    Dorel Industries, Inc.
      Cl-B*                     3,275        69,714
                                         ----------
                                            317,083
                                         ----------
  DENMARK -- 1.8%
    Kobenhavns Lufthavne AS       760        76,340
    Vestas Wind Systems AS
      144A*                     1,100        75,228
                                         ----------
                                            151,568
                                         ----------
  FINLAND -- 2.3%
    KCI Konecranes
      International PLC           325        12,034
    Raisio Group PLC           20,700       189,432
                                         ----------
                                            201,466
                                         ----------
  FRANCE -- 6.1%
    Altran Technologies SA      1,350       321,354
    Coflexip SA [ADR]           2,600       115,700
    Dassault Systemes SA        1,775        65,406
    Royal Canin SA                375        19,372
                                         ----------
                                            521,832
                                         ----------
  GERMANY -- 10.8%
    Douglas Holding AG          1,700        81,833
    IXOS Software AG*             300        63,477
    Marschollek,
      Lautenschlaeger und
      Partner AG Non-Voting
      Pfd.                        400       224,498
    Porsche AG Pfd.               100       248,619
    PrimaCom AG*                   50         2,037
    Rhoen-Klinikum AG             400        40,202
    Schwarz Pharma AG           1,625        84,584
    Singulus Technologies AG*     550        76,226
    Sixt AG                     1,575       112,474
                                         ----------
                                            933,950
                                         ----------
  GREECE -- 0.5%
    Chipita International SA    1,875        40,258
    Chipita International SA
      Rights*                   1,250         1,688
                                         ----------
                                             41,946
                                         ----------
  IRELAND -- 4.1%
    Esat Telecom Group PLC
      [ADR]*                    2,485       121,454
    Ryanair Holdings PLC
      [ADR]*                    5,200       232,700
                                         ----------
                                            354,154
                                         ----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES         VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                            <C>       <C>
  ITALY -- 4.0%
    Bulgari SPA                19,775    $  119,250
    Class Editori SPA*          4,025        39,176
    Ducati Motor Holding SPA*   9,575        28,364
    Gruppo Editoriale
      L'Espresso SPA            6,875       100,737
    Industrie Natuzzi SPA
      [ADR]                     3,075        58,809
                                         ----------
                                            346,336
                                         ----------
  JAPAN -- 10.7%
    Fancl Corp.                 1,300       185,152
    Fuji Soft ABC, Inc.         4,900       298,036
    Nippon System Development   5,000       255,527
    Ryohin Keikaku Co. Ltd.     1,000       182,220
                                         ----------
                                            920,935
                                         ----------
  MEXICO -- 0.4%
    Grupo Posadas SA Cl-A*     52,775        35,984
                                         ----------
  NETHERLANDS -- 5.0%
    Beter Bed Holding NV        1,400        40,361
    Grand Hotel Krasnapolsky
      NV                          500        40,097
    Hunter Douglas NV           2,150        83,023
    IHC Caland NV               2,750       124,812
    Nutreco Holding NV          2,700       109,546
    Ordina NV*                  1,500        36,023
                                         ----------
                                            433,862
                                         ----------
  NORWAY -- 1.2%
    Narvesen ASA                  250         6,197
    Tomra Systems ASA           2,425        96,548
                                         ----------
                                            102,745
                                         ----------
  SINGAPORE -- 1.3%
    Natsteel Electronics
      Ltd.*                    32,000       108,178
                                         ----------
  SPAIN -- 3.0%
    Baron de Ley SA*            1,725        59,494
    Tele Pizza SA*             31,725       201,382
                                         ----------
                                            260,876
                                         ----------
  SWEDEN -- 1.0%
    Haldex AB                   2,370        34,096
    Ortivus AB Cl-B*            2,200        14,386
    Semcon AB                   3,950        38,510
                                         ----------
                                             86,992
                                         ----------
  SWITZERLAND -- 2.5%
    Kudelski SA*                   25        97,704
    Logitech International
      SA*                         525        75,865
    Phonak Holding AG              35        42,530
                                         ----------
                                            216,099
                                         ----------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
<S>                            <C>       <C>
  UNITED KINGDOM -- 21.3%
    BTG PLC                     4,600    $   19,812
    Capital Radio PLC           5,425        75,556
    Eidos PLC [ADR]*            6,750       253,969
    Energis PLC*                9,075       243,284
    Filtronic PLC               6,825        94,834
    Flextech PLC*               9,025       130,635
    ICON PLC [ADR]*             3,300        51,975
    Misys PLC                   3,300        31,003
    PizzaExpress PLC           24,525       359,338
    Psion PLC                  19,750       290,170
    Scoot.com PLC*             76,450        54,468
    Select Appointments
      Holdings PLC              8,300       105,441
    Wetherspoon, (J.D.) PLC    25,950       124,719
                                         ----------
                                          1,835,204
                                         ----------
TOTAL FOREIGN STOCK
  (Cost $5,888,655)                       7,005,470
                                         ----------
U.S. STOCK -- 4.4%
  BROADCASTING -- 2.9%
    United International
      Holdings, Inc. Cl-A*      4,200       250,950
                                         ----------
  CONSTRUCTION -- 1.5%
    Stolt Comex Seaway SA*     10,550       131,875
                                         ----------
TOTAL U.S. STOCK
  (Cost $248,629)                           382,825
                                         ----------
                                PAR
                               (000)
                               ------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 12.8%
    Federal Home Loan Bank,
      4.85%, 05/03/99
  (Cost $1,101,703)            $1,102     1,101,703
                                         ----------
TOTAL INVESTMENTS -- 98.5%
  (Cost $7,238,987)                       8,489,998
OTHER ASSETS LESS LIABILITIES -- 1.5%       127,696
                                         ----------
NET ASSETS -- 100.0%                     $8,617,694
                                         ==========
</TABLE>

Foreign currency exchange contracts outstanding at
April 30, 1999:

<TABLE>
<CAPTION>
SETTLEMENT           CONTRACTS TO     IN EXCHANGE   CONTRACTS     UNREALIZED
MONTH        TYPE       DELIVER           FOR       AT VALUE     APPRECIATION
- ------------------------------------------------------------------------------
<S>          <C>    <C>               <C>           <C>         <C>
05/99        Sell       EUR  29,162     $30,927      $30,860         $67
                                        =======      =======         ===
</TABLE>

- -------------------------------------------------------

The following is a breakdown of the foreign stock portion of the Fund, by
industry classification, as of April 30, 1999. Percentages are based on net
assets.

<TABLE>
<CAPTION>
                 INDUSTRY
- -------------------------------------------
<S>                                          <C>
Aerospace                                     3.7%
Airlines                                      3.6%
Automobile Manufacturers                      5.0%
Automotive Parts                              0.4%
Beverages                                     1.2%

Broadcasting                                  3.0%
Business Services                             2.1%
Computer Hardware                             4.3%
Computer Services & Software                 11.2%
Consumer Products & Services                  3.9%
Electronic Components & Equipment             4.2%
Entertainment & Leisure                       2.9%
Food                                          4.2%
Furniture                                     0.7%
Hotels & Motels                               0.9%
Insurance                                     2.6%
Machinery & Equipment                         1.3%
Medical Supplies & Equipment                  1.1%
Miscellaneous                                 0.2%
Oil & Gas                                     1.3%
Paper & Forest Products                       1.1%
Pharmaceuticals                               1.6%
Printing & Publishing                         1.6%
Restaurants                                   6.5%
Retail & Merchandising                        6.0%
Telecommunications                            5.3%
Transportation                                1.4%
                                             -----
TOTAL                                        81.3%
                                             =====
</TABLE>

- -------------------------------------------------------
Unless otherwise noted, all stocks are common stock.
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, this security amounted
        to 0.9% of net assets.

See Notes to Financial Statements.

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<PAGE>

ASAF JANUS
SMALL-CAP GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
COMMON STOCK -- 78.1%
  ADVERTISING -- 5.4%
    DoubleClick, Inc.*         6,900    $   964,706
    Lamar Advertising Co.*    18,055        607,099
    Modem Media Poppe Tyson,
      Inc.*                    1,070         37,717
    TMP Worldwide, Inc.*       9,400        632,150
    Xoom.com, Inc.*            3,860        270,200
                                        -----------
                                          2,511,872
                                        -----------
  AEROSPACE -- 0.5%
    Aviation Sales Co.*        5,610        224,400
                                        -----------
  AUTOMOTIVE PARTS -- 0.4%
    Autoweb.com, Inc.*         6,930        181,046
                                        -----------
  BROADCASTING -- 3.2%
    ACTV, Inc.*               26,990        428,466
    Citadel Communications
      Corp.*                  15,840        443,520
    Cox Radio, Inc. Cl-A*      8,805        429,244
    Entercom Communications
      Corp.*                   5,200        193,050
                                        -----------
                                          1,494,280
                                        -----------
  BUSINESS SERVICES -- 2.0%
    Charles River
      Associates, Inc.*        3,060         67,320
    Critical Path, Inc.*       2,425        241,287
    Pegasus Systems, Inc.*     7,775        363,481
    SoftNet Systems, Inc.*     8,265        269,646
                                        -----------
                                            941,734
                                        -----------
  CAPITAL GOODS -- 0.5%
    Mettler-Toledo
      International, Inc.*     8,155        213,049
                                        -----------
  COMPUTER HARDWARE -- 1.1%
    Insight Enterprises,
      Inc.*                   18,967        512,109
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 23.3%
    AppliedTheory Corp.*       1,605         32,902
    Autobytel.com, Inc.*       1,915         57,450
    Beyond.com Corp.*         16,290        479,537
    Bottomline Technologies,
      Inc.*                    6,270        366,795
    Brio Technology, Inc.*    11,725        164,150
    Check Point Software
      Technologies Ltd.*       5,090        179,422
    CheckFree Holdings
      Corp.*                  12,660        607,680
    CIBER, Inc.*               8,750        165,156
    Concentric Network
      Corp.*                  11,970        999,495
    ECsoft Group PLC [ADR]*    7,020        121,972
    Engineering Animation,
      Inc.*                   14,600        217,175
    Exodus Communications,
      Inc.*                    6,570        592,121
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
    Extreme Networks, Inc.*    6,310    $   349,811
    Globix Corp.*             24,050      1,127,344
    Informatica Corp.*         8,370        236,452
    Intraware, Inc.*           4,430        135,669
    ISS Group, Inc.*           1,885        100,023
    iVillage, Inc.*            1,700        134,300
    Launch Media, Inc.*        5,805        146,576
    MiningCo.com, Inc.*        1,280         83,840
    Mpath Interactive, Inc.*   4,240        166,950
    Net Perceptions, Inc.*     1,915         50,508
    NetGravity, Inc.*          5,450        220,384
    pcOrder.com, Inc.*         6,265        387,255
    Prodigy Communications
      Corp.*                   2,475         66,516
    Razorfish, Inc.*           6,225        270,788
    Safeguard Scientifics,
      Inc.*                    5,870        475,470
    SIPEX Corp.*               8,230        115,220
    Sykes Enterprises, Inc.*   8,230        168,715
    USinternetworking, Inc.*   4,515        230,829
    Verio, Inc.*              17,140      1,216,940
    VerticalNet, Inc.*         9,485      1,076,548
    Vignette Corp.*              415         39,425
    WebTrends Corp.*           1,180         62,688
                                        -----------
                                         10,846,106
                                        -----------
  CONSUMER PRODUCTS & SERVICES -- 0.9%
    Action Performance
      Companies, Inc.*         8,410        284,889
    Bally Total Fitness
      Holding Corp.*           5,085        123,311
                                        -----------
                                            408,200
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 5.1%
    Applied Micro Circuits
      Corp.*                   6,345        338,268
    Dionex Corp.*              2,815        115,415
    Galileo Technology Ltd.*   8,575        197,225
    Gemstar International
      Group Ltd.*              4,230        445,736
    Pittway Corp. Cl-A        11,585        305,554
    RF Micro Devices, Inc.*    8,740        488,348
    Sawtek, Inc.*              9,615        338,929
    Zoran Corp.*              13,205        142,779
                                        -----------
                                          2,372,254
                                        -----------
  ENTERTAINMENT & LEISURE -- 4.0%
    Championship Auto Racing
      Teams, Inc.*             4,135        127,410
    Playboy Enterprises,
      Inc. Cl-B*              13,045        419,886
    Premier Parks, Inc.*       8,680        300,003
    SFX Entertainment, Inc.
      Cl-A*                   16,370      1,010,848
                                        -----------
                                          1,858,147
                                        -----------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
FINANCIAL -- BANK & TRUST -- 0.1%
    Carolina First Corp.       1,670    $    45,090
                                        -----------
  FINANCIAL SERVICES -- 1.1%
    Doral Financial Corp.      9,355        164,882
    Investors Financial
      Service Corp.            4,230        153,866
    Knight/Trimark Group,
      Inc.*                    1,350        206,803
                                        -----------
                                            525,551
                                        -----------
  FOOD -- 1.0%
    Whole Foods Market,
      Inc.*                   11,800        460,200
                                        -----------
  HEALTHCARE SERVICES -- 2.0%
    Accredo Health, Inc.       7,485        165,606
    Apria Healthcare Group,
      Inc.*                   22,115        345,547
    InfoCure Corp.*            3,540         93,146
    Mediconsult.com, Inc.*     7,485         89,352
    Osteotech, Inc.*           7,007        253,128
                                        -----------
                                            946,779
                                        -----------
  INSURANCE -- 1.1%
    Blanch, (E.W.) Holdings,
      Inc.                     4,675        275,241
    StanCorp Financial
      Group, Inc.              9,330        224,503
                                        -----------
                                            499,744
                                        -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 0.7%
    Laser Vision Centers,
      Inc.*                    2,395        100,889
    Schein, (Henry), Inc.*     9,195        240,794
                                        -----------
                                            341,683
                                        -----------
  PERSONAL SERVICES -- 0.9%
    Career Education Corp.*    6,835        228,973
    Corinthian Colleges,
      Inc.*                    3,415         55,921
    ITT Educational
      Services, Inc.*          4,920        120,848
                                        -----------
                                            405,742
                                        -----------
  PHARMACEUTICALS -- 3.5%
    Abgenix, Inc.*             1,135         16,599
    Alkermes, Inc.*            1,210         32,368
    ChiRex, Inc.*              9,800        254,800
    Enzon, Inc.*              59,590        774,670
    MedImmune, Inc.*           3,795        209,199
    QLT PhotoTherapeutics,
      Inc.*                    7,175        327,808
                                        -----------
                                          1,615,444
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
  PRINTING & PUBLISHING -- 1.8%
    Valassis Communications,
      Inc.*                   14,680    $   822,080
                                        -----------
  RETAIL & MERCHANDISING -- 2.8%
    Ames Department Stores,
      Inc.*                   12,250        427,984
    Rent-Way, Inc.*           13,880        378,230
    School Specialty, Inc.*   25,740        485,843
                                        -----------
                                          1,292,057
                                        -----------
  SEMICONDUCTORS -- 5.3%
    Alpha Industries, Inc.*   18,737        660,479
    ATMI, Inc.*               21,930        504,390
    hi/fn, Inc.*               2,735        147,690
    NVIDIA Corp.*             10,315        188,249
    SDL, Inc.*                 9,000        983,250
                                        -----------
                                          2,484,058
                                        -----------
  TELECOMMUNICATIONS -- 11.3%
    Advanced Radio Telecom
      Corp.*                   4,485         59,426
    Allegiance Telecom,
      Inc.*                    6,150        282,900
    Catapult Communications
      Corp.*                   1,825         28,402
    Com21, Inc.*              11,695        364,007
    Digital Microwave Corp.*  33,215        423,491
    DSP Communications,
      Inc.*                    2,405         65,536
    GeoTel Communications
      Corp.*                   5,870        330,188
    Gilat Satellite Networks
      Ltd.*                    6,580        342,160
    Hyperion
      Telecommunications,
      Inc. Cl-A*              20,440        255,500
    TCA Cable TV, Inc.        27,380      1,363,866
    Terayon Communication
      Systems, Inc.*           9,980        402,943
    Viatel, Inc.*             21,390        983,940
    WinStar Communications,
      Inc.*                    7,690        373,926
                                        -----------
                                          5,276,285
                                        -----------
  UTILITIES -- 0.1%
    Avista Corp.*              3,555         53,325
                                        -----------
TOTAL COMMON STOCK
  (Cost $29,518,294)                     36,331,235
                                        -----------
FOREIGN STOCK -- 1.1%
  AUTOMOBILE MANUFACTURERS -- 0.1%
    Ducati Motor Holding
      SPA -- (ITL)*           17,757         52,601
                                        -----------
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

                                        5
<PAGE>   9
ASAF JANUS
SMALL-CAP GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
TELECOMMUNICATIONS -- 1.0%
    Cogeco Cable,
      Inc. -- (CAD)*           9,009    $   182,492
    Moffat Communications
      Ltd. -- (CAD)*          22,111        296,066
                                        -----------
                                            478,558
                                        -----------
TOTAL FOREIGN STOCK
  (Cost $447,496)                           531,159
                                        -----------
                                 PAR
                               (000)
                              ------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 18.9%
    Federal Home Loan
      Mortgage Corp. 4.82%,
      05/03/99
  (Cost $8,797,644)           $8,800      8,797,644
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
SHORT-TERM INVESTMENTS -- 0.1%
    Temporary Investment
      Cash Fund               18,115    $    18,115
    Temporary Investment
      Fund                    18,114         18,114
                                        -----------
  (Cost $36,229)                             36,229
                                        -----------

TOTAL INVESTMENTS -- 98.2%
  (Cost $38,799,663)                     45,696,267
OTHER ASSETS LESS
  LIABILITIES -- 1.8%                       811,744
                                        -----------
NET ASSETS -- 100.0%                    $46,508,011
                                        ===========
</TABLE>

- -------------------------------------------------------
Unless otherwise noted, all stocks are common stock.
Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.

<PAGE>

ASAF T. ROWE PRICE
SMALL COMPANY VALUE FUND

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
COMMON STOCK -- 91.8%
  AIRLINES -- 1.7%
    Midwest Express
      Holdings, Inc.*          29,000    $   906,250
                                         -----------
  AUTOMOTIVE PARTS -- 2.3%
    Myers Industries, Inc.     23,200        524,900
    OEA, Inc.                  43,500        426,844
    TBC Corp.*                 36,600        283,650
                                         -----------
                                           1,235,394
                                         -----------
  BUILDING MATERIALS -- 11.0%
    Cameron Ashley
      Building Products,
      Inc.*                    38,700        425,700
    Giant Cement Holding,
      Inc.*                    15,400        340,725
    Gibraltar Steel Corp.      23,200        543,750
    Holophane Corp.*           23,200        598,850
    Juno Lighting, Inc.        29,000        659,750
    Lone Star
      Technologies, Inc.*      30,900        531,094
    Modine Manufacturing
      Co.                      21,200        662,500
    Republic Group, Inc.       34,800        609,000
    Skyline Corp.              19,400        568,662
    Synthetic Industries,
      Inc.*                    34,800        689,475
    Thomas Industries,
      Inc.                     21,300        423,337
                                         -----------
                                           6,052,843
                                         -----------
  BUSINESS SERVICES --1.6%
    Grey Advertising, Inc.      1,350        435,966
    IT Group, Inc.*            29,100        431,044
                                         -----------
                                             867,010
                                         -----------
  CHEMICALS -- 2.7%
    Furon Co.                  44,500        795,437
    Schulman, (A.), Inc.       23,200        406,000
    TETRA Technologies,
      Inc.*                    28,300        265,312
                                         -----------
                                           1,466,749
                                         -----------
  CLOTHING & APPAREL -- 0.7%
    Dan River, Inc. Cl-A*      38,700        377,325
                                         -----------
  COMPUTER HARDWARE -- 0.8%
    Analogic Corp.             11,300        415,275
                                         -----------
  COMPUTER SERVICES & SOFTWARE -- 2.1%
    Analysts International
      Corp.                    30,900        401,700
    CompuCom Systems,
      Inc.*                    77,500        234,922
    SPSS, Inc.*                29,000        500,250
                                         -----------
                                           1,136,872
                                         -----------
  CONSUMER PRODUCTS & SERVICES -- 0.9%
    Culp, Inc.                 27,100        223,575
    Packaged Ice, Inc.*        48,400        290,400
                                         -----------
                                             513,975
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                         <C>          <C>
  CONTAINERS & PACKAGING -- 4.4%
    Aptargroup, Inc.           23,200    $   649,600
    Ivex Packaging Corp.*      34,800        685,125
    Liqui-Box Corp.            10,000        523,750
    Shorewood Packaging
      Corp.*                   29,000        572,750
                                         -----------
                                           2,431,225
                                         -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 9.8%
    Electro Rental Corp.*      58,000        659,750
    Franklin Electric Co.,
      Inc.                      7,700        481,250
    Landauer, Inc.             13,500        364,500
    Littelfuse, Inc.*          38,700        778,837
    Methode Electronics,
      Inc. Cl-A                48,300        718,462
    Nichols Research
      Corp.*                   25,200        532,350
    Optical Coating
      Laboratory, Inc.         20,000      1,232,500
    Pioneer-Standard
      Electronics, Inc.        25,200        211,050
    Scotsman Industries,
      Inc.                     19,400        391,637
                                         -----------
                                           5,370,336
                                         -----------
  ENVIRONMENTAL SERVICES -- 1.2%
    Newpark Resources,
      Inc.*                    65,800        604,537
    Waterlink, Inc.*           17,900         69,362
                                         -----------
                                             673,899
                                         -----------
  EQUIPMENT SERVICES -- 2.3%
    Cort Business Services
      Corp.*                   27,100        624,994
    Unifirst Corp.             15,100        263,306
    VWR Scientific
      Products, Inc.*          15,400        394,625
                                         -----------
                                           1,282,925
                                         -----------
  FINANCIAL -- BANK & TRUST -- 3.3%
    Community First
      Bankshares, Inc.         29,000        592,688
    First Republic Bank*       23,200        597,400
    Silicon Valley
      Bancshares*              34,800        611,175
                                         -----------
                                           1,801,263
                                         -----------
  FINANCIAL SERVICES -- 3.7%
    Allied Capital Corp.       43,500        783,000
    AMRESCO, Inc.*             25,200        163,800
    First Financial Fund,
      Inc.**                   48,553        418,770
    Medallion Financial
      Corp.                    17,300        291,938
    Triad Guaranty, Inc.*      23,200        365,400
                                         -----------
                                           2,022,908
                                         -----------
  FOOD -- 0.3%
    Richfood Holdings,
      Inc.                     14,400        180,000
                                         -----------
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>
ASAF T. ROWE PRICE
SMALL COMPANY VALUE FUND

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
  INSURANCE -- 5.3%
    Brown & Brown, Inc.        30,900    $ 1,010,044
    Markel Corp.*               3,500        652,750
    Medical Assurance,
      Inc.*                    21,500        591,250
    Presidential Life
      Corp.                    23,100        414,356
    PXRE Corp.                 13,600        258,400
                                         -----------
                                           2,926,800
                                         -----------
  LUMBER & WOOD PRODUCTS -- 0.8%
    Deltic Timber Corp.        15,400        427,350
                                         -----------
  MACHINERY & EQUIPMENT -- 4.1%
    Alamo Group, Inc.           9,200         86,825
    Carbo Ceramics, Inc.       18,500        455,563
    Smith, (A.O.) Corp.        27,100        684,275
    TransTechnology Corp.      27,100        519,981
    Woodward Governor Co.      20,200        499,950
                                         -----------
                                           2,246,594
                                         -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.1%
    Lunar Corp.*               19,200        134,400
    Owens & Minor, Inc.        48,500        478,938
                                         -----------
                                             613,338
                                         -----------
  METALS & MINING -- 2.4%
    Cambior, Inc.              17,300         70,281
    Golden Star Resources
      Ltd.*                    23,200         18,850
    Homestake Mining Co.       29,000        277,313
    Layne Christensen Co.*     23,200        156,600
    Material Sciences
      Corp.*                   29,000        304,500
    Penn Virginia Corp.        25,200        497,700
                                         -----------
                                           1,325,244
                                         -----------
  OFFICE EQUIPMENT -- 4.3%
    Aaron Rents, Inc. Cl-A     10,400        148,200
    Aaron Rents, Inc. Cl-B     28,200        468,825
    CompX International,
      Inc.*                    37,000        555,000
    IDEX Corp.                 27,100        723,231
    McGrath Rentcorp           23,000        437,000
                                         -----------
                                           2,332,256
                                         -----------
  OIL & GAS -- 2.8%
    Chieftain
      International, Inc.*     38,700        699,019
    Cross Timbers Oil Co.      48,300        528,281
    Devon Energy Corp.          9,600        319,200
                                         -----------
                                           1,546,500
                                         -----------
  PAPER & FOREST PRODUCTS -- 1.3%
    CSS Industries, Inc.*       9,700        244,925
    Wausau-Mosinee Paper
      Corp.                    27,080        446,820
                                         -----------
                                             691,745
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                         <C>          <C>
  PERSONAL
    SERVICES -- 1.6%
    Matthews International
      Corp. Cl-A               32,900    $   875,963
                                         -----------
  PHARMACEUTICALS -- 0.7%
    Coulter
      Pharmaceutical,
      Inc.*                    19,400        390,425
                                         -----------
  REAL ESTATE -- 4.4%
    Glenborough Realty
      Trust, Inc. [REIT]       38,700        665,156
    Innkeepers USA Trust
      [REIT]                   39,000        402,188
    National Health
      Investors, Inc.
      [REIT]                    9,600        241,200
    Pacific Gulf
      Properties, Inc.
      [REIT]                   19,400        403,763
    Sun Communities, Inc.
      [REIT]                   19,400        679,000
                                         -----------
                                           2,391,307
                                         -----------
  RESTAURANTS -- 3.2%
    Consolidated Products,
      Inc.*                    43,500        785,710
    Ruby Tuesday, Inc.         54,100        987,325
                                         -----------
                                           1,773,035
                                         -----------
  RETAIL & MERCHANDISING -- 4.7%
    Bon-Ton Stores, Inc.*      37,700        233,269
    Casey's General
      Stores, Inc.             38,700        512,775
    Fred's, Inc.               25,200        294,525
    Goody's Family
      Clothing*                28,900        260,100
    Hancock Fabrics, Inc.      38,700        244,294
    Jo-Ann Stores, Inc.
      Cl-B*                    25,200        303,975
    Stein Mart, Inc.*          72,500        725,000
                                         -----------
                                           2,573,938
                                         -----------
TELECOMMUNICATIONS -- 0.8%
    Aliant Communications,
      Inc.                      9,600        424,800
                                         -----------
  TRANSPORTATION -- 1.9%
    Hub Group, Inc. Cl-A*      15,400        350,350
    Landstar Systems,
      Inc.*                    17,500        681,406
                                         -----------
                                           1,031,756
                                         -----------
  UTILITIES -- 3.6%
    Black Hills Corp.          26,000        588,250
    Cleco Corp.                19,400        598,975
    United Water
      Resources, Inc.          38,700        805,444
                                         -----------
                                           1,992,669
                                         -----------
TOTAL COMMON STOCK
  (Cost $54,596,772)                      50,297,969
                                         -----------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
PREFERRED STOCK -- 0.3%
  OIL & GAS
    Cross Timbers Oil Co.
      $1.5625 Cl-A [CVT]
  (Cost $214,709)               6,200    $   172,050
                                         -----------
                               PAR
                              (000)
                            ---------
COMMERCIAL PAPER -- 5.1%
     Asset Securitization
      Cooperation Corp.+
      4.79%, 06/02/99       $   2,000      1,991,484
    Duke Energy Corp.
      4.90%, 05/03/99             800        799,782
                                         -----------
  (Cost $2,791,266)                        2,791,266
                                         -----------
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
SHORT-TERM INVESTMENTS -- 2.8%
     Temporary Investment
       Cash Fund
  (Cost $1,560,654)         1,560,654    $ 1,560,654
                                         -----------
TOTAL INVESTMENTS -- 100.0%
  (Cost $59,163,401)                      54,821,939
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- 0.0%                       (20,224)
                                         -----------
NET ASSETS -- 100.0%                     $54,801,715
                                         ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
 * Non-income producing security.
** Closed-end fund.
 + Security is restricted to resale and may not be resold except to qualified
   institutional buyers. At the end of the period, this security amounted to
   3.6% of net assets.

See Notes to Financial Statements.

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>

ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND

<TABLE>
<CAPTION>
- ------------------------------------------------------
                                 SHARES          VALUE
- ------------------------------------------------------
<S>                        <C>             <C>
COMMON STOCK -- 58.7%
  AEROSPACE -- 2.7%
    Cordant Technologies,
      Inc.                     6,300       $   290,587
    General Dynamics
      Corp.                    2,500           175,625
    Goodrich, (B.F.) Co.      10,300           409,425
    Gulfstream Aerospace
      Corp.*                     700            34,125
    United Technologies
      Corp.                    7,000         1,014,125
                                           -----------
                                             1,923,887
                                           -----------
  AIRLINES -- 0.1%
    AMR Corp.*                   600            41,887
    Delta Air Lines, Inc.        300            19,031
    US Airways Group,
      Inc.*                      300            16,331
                                           -----------
                                                77,249
                                           -----------
  AUTOMOBILE MANUFACTURERS -- 2.2%
    DaimlerChrysler AG*        2,300           225,831
    Ford Motor Co.            17,500         1,118,906
    General Motors Corp.       2,100           186,769
                                           -----------
                                             1,531,506
                                           -----------
  BEVERAGES -- 0.1%
    Anheuser-Busch
      Companies, Inc.            500            36,562
    Coors, (Adolph) Co.
      Cl-B                       600            32,100
                                           -----------
                                                68,662
                                           -----------
  BROADCASTING -- 0.4%
    CBS Corp.                  5,600           255,150
                                           -----------
  BUILDING MATERIALS -- 0.7%
    Centex Construction
      Products, Inc.           1,500            53,062
    Lafarge Corp.              5,000           169,062
    Lone Star Industries,
      Inc.                     1,900            67,806
    Owens Corning              3,600           128,250
    Southdown, Inc.            1,200            76,875
                                           -----------
                                               495,055
                                           -----------
  CHEMICALS -- 1.1%
    Dexter Corp.               3,300           135,506
    Dow Chemical Co.           2,900           380,444
    DuPont, (E.I.) de
      Nemours & Co.            4,100           289,562
                                           -----------
                                               805,512
                                           -----------
  CLOTHING & APPAREL -- 0.3%
    Tommy Hilfiger Corp.*      1,300            90,837
    VF Corp.                   2,600           133,900
                                           -----------
                                               224,737
                                           -----------
</TABLE>

<TABLE>
<CAPTION>
                                 SHARES          VALUE
- ------------------------------------------------------
- ------------------------------------------------------
<S>                        <C>             <C>
  COMPUTER HARDWARE -- 3.4%
    Apple Computer, Inc.*     16,200       $   745,200
    Dell Computer Corp.*       8,500           350,094
    EMC Corp.*                   200            21,787
    Gateway 2000, Inc.*        1,600           105,900
    Hewlett-Packard Co.        8,800           694,100
    International
      Business Machines
      Corp.                    2,200           460,212
                                           -----------
                                             2,377,293
                                           -----------
  COMPUTER SERVICES & SOFTWARE -- 5.9%
    America Online, Inc.*      4,700           670,925
    Cisco Systems, Inc.*       4,100           467,656
    Compuware Corp.*           5,100           124,312
    Comverse Technology,
      Inc.*                    3,150           201,994
    Keane, Inc.*               2,700            66,994
    Mastech Corp.*             2,300            33,781
    Microsoft Corp.*          23,600         1,918,975
    NCR Corp.*                 4,100           168,100
    Oracle Corp.*              2,500            67,656
    Sterling Software,
      Inc.*                    6,700           138,606
    Unisys Corp.*             11,100           348,956
                                           -----------
                                             4,207,955
                                           -----------
  CONGLOMERATES -- 0.7%
    Ogden Corp.                  500            12,906
    Philip Morris
      Companies, Inc.          6,300           220,894
    Tyco International
      Ltd.                     3,400           276,250
                                           -----------
                                               510,050
                                           -----------
  CONSTRUCTION -- 0.7%
    Centex Corp.               3,200           117,000
    Fleetwood
      Enterprises, Inc.        3,000            74,062
    Horton, (D.R.), Inc.       5,500           106,219
    Kaufman & Broad Home
      Corp.                    2,500            60,781
    Lennar Corp.                 400             9,675
    Pulte Corp.                4,200            95,025
                                           -----------
                                               462,762
                                           -----------
  CONSUMER PRODUCTS & SERVICES -- 2.2%
    Avon Products, Inc.          500            27,156
    Clorox Co.                   400            46,150
    Department 56, Inc.*         300             8,119
    Eastman Kodak Co.          7,300           544,762
    Fortune Brands, Inc.       2,000            79,000
    Nature's Sunshine
      Products, Inc.           1,300            13,894
    Premark
      International, Inc.      7,400           272,412
    Procter & Gamble Co.         800            75,050
    Tupperware Corp.           2,300            54,481
    Unilever NV                2,800           181,825
    Universal Corp.*           3,900            99,206
    Whirlpool Corp.            2,100           139,387
                                           -----------
                                             1,541,442
                                           -----------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------
                                 SHARES          VALUE
- ------------------------------------------------------
<S>                        <C>             <C>
ELECTRONIC COMPONENTS & EQUIPMENT -- 1.3%
    EG&G, Inc.                 1,900       $    59,375
    General Electric Co.       6,600           696,300
    Rockwell
      International Corp.      1,600            82,600
    Teleflex, Inc.             1,100            47,919
                                           -----------
                                               886,194
                                           -----------
  ENTERTAINMENT & LEISURE -- 0.5%
    Anchor Gaming*             1,400            66,150
    International Game
      Technology               1,300            23,075
    Viacom, Inc. Cl-B*         7,300           298,387
                                           -----------
                                               387,612

                                           -----------
  EQUIPMENT SERVICES -- 0.3%
    Hertz Corp. Cl-A           3,200           191,000
                                           -----------
  FINANCIAL -- BANK & TRUST -- 5.0%
    BankAmerica Corp.          6,100           439,113
    Bank One Corp.            11,600           684,400
    Chase Manhattan Corp.     18,800         1,555,700
    City National Corp.        1,000            38,625
    First Union Corp.         12,900           714,337
    GreenPoint Financial
      Corp.                    1,300            45,500
    Wells Fargo & Co.          1,600            69,100
                                           -----------
                                             3,546,775
                                           -----------
  FINANCIAL SERVICES -- 4.2%
    Citigroup, Inc.              400            30,100
    Concord EFS, Inc.*           500            16,687
    Deluxe Corp.              13,200           457,050
    Fannie Mae                10,600           751,937
    Freddie Mac                5,400           338,850
    Lehman Brothers
      Holdings, Inc.           2,800           155,575
    Merrill Lynch & Co.,
      Inc.                     3,400           285,387
    Morgan Stanley, Dean
      Witter & Co.             8,900           882,769
    Paine Webber Group,
      Inc.                       500            23,469
                                           -----------
                                             2,941,824
                                           -----------
  FOOD -- 1.3%
    ConAgra, Inc.              3,900            97,012
    Earthgrains Co.            3,400            72,038
    General Mills, Inc.          800            58,500
    Hormel Foods Corp.         1,700            62,475
    IBP, Inc.                  3,400            68,850
    Quaker Oats Co.            6,800           439,025
    Suiza Foods Corp.*         3,300           123,956
                                           -----------
                                               921,856
                                           -----------
  HEALTHCARE SERVICES -- 1.1%
    Amgen, Inc.*               8,600           528,363
    Herbalife
      International, Inc.      1,700            17,638
</TABLE>

<TABLE>
<CAPTION>
                                 SHARES          VALUE
- ------------------------------------------------------
- ------------------------------------------------------
<S>                        <C>             <C>
    McKesson HBOC, Inc.          800       $    28,000
    PacifiCare Health
      Systems, Inc. Cl-B*      2,600           207,431
                                           -----------
                                               781,432
                                           -----------
  INSURANCE -- 4.0%
    Allstate Corp.            15,200           552,900
    Arthur J. Gallagher &
      Co.                      3,300           156,750
    Conseco, Inc.              3,900           123,094
    Fidelity National
      Financial, Inc.          9,000           164,250
    First American
      Financial Corp.          9,400           168,025
    LandAmerica Financial
      Group, Inc.              4,100           114,800
    Lincoln National
      Corp.                   10,900         1,047,081
    Loews Corp.                4,400           322,025
    The Equitable
      Companies, Inc.          2,300           154,819
                                           -----------
                                             2,803,744
                                           -----------
  MACHINERY & EQUIPMENT -- 0.6%
    Ingersoll-Rand Co.         5,800           401,288
    McDermott
      International, Inc.      1,300            37,700
                                           -----------
                                               438,988
                                           -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.2%
    Hillenbrand
      Industries, Inc.         4,900           229,994
    Johnson & Johnson Co.      3,400           331,500
    VISX, Inc.*                2,200           283,250
                                           -----------
                                               844,744
                                           -----------
  METALS & MINING -- 0.1%
    Alcoa, Inc.                  600            37,350
    USX-U.S. Steel Group,
      Inc.                       800            24,200
                                           -----------
                                                61,550
                                           -----------
  OFFICE EQUIPMENT -- 0.1%
    Herman Miller, Inc.        2,100            41,869
                                           -----------
  OIL & GAS -- 2.6%
    Anadarko Petroleum
      Corp.                      300            11,381
    Apache Corp.               3,200            98,200
    Burlington Resources,
      Inc.                     1,300            59,881
    Exxon Corp.                4,000           332,250
    K N Energy, Inc.           2,800            57,750
    Mobil Corp.                6,700           701,825
    Occidental Petroleum
      Corp.                    2,600            52,488
    Sempra Energy              6,400           132,800
    Sunoco, Inc.               2,500            89,375
    Texaco, Inc.               1,700           106,675
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>
ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND

<TABLE>
<CAPTION>
- ------------------------------------------------------
                                 SHARES          VALUE
- ------------------------------------------------------
<S>                        <C>             <C>
    Tidewater, Inc.            3,800       $   100,700
    Union Pacific
      Resources Group,
      Inc.                     5,100            71,400
                                           -----------
                                             1,814,725
                                           -----------
  PHARMACEUTICALS -- 3.6%
    Andrx Corp.*                 900            70,875
    Bristol-Meyers Squibb
      Co.                      5,700           362,306
    Genentech, Inc.*           6,700           566,988
    Lilly, (Eli) & Co.         2,900           213,513
    Medicis
      Pharmaceutical
      Corp. Cl-A*              2,200            53,488
    Merck & Co., Inc.          1,800           126,450
    Pfizer, Inc.               1,200           138,075
    Roberts
      Pharmaceutical
      Corp.*                   1,200            20,400
    Schering-Plough Corp.     13,200           637,725
    Warner-Lambert Co.         5,800           394,038
                                           -----------
                                             2,583,858
                                           -----------
  PRINTING & PUBLISHING -- 0.1%
    Lexmark International
      Group, Inc. Cl-A*          800            98,800
                                           -----------
  RETAIL & MERCHANDISING -- 1.7%
    Amazon.com, Inc.*            600           103,238
    Home Depot, Inc.           2,900           173,819
    The Neiman Marcus
      Group, Inc.*             1,400            33,688
    Wal-Mart Stores, Inc.     17,300           795,800
    Zale Corp.*                3,000           113,438
                                           -----------
                                             1,219,983
                                           -----------
  SEMICONDUCTORS -- 1.8%
    Intel Corp.               21,300         1,303,294
                                           -----------
  TELECOMMUNICATIONS -- 6.7%
    AirTouch
      Communications,
      Inc.*                    1,200           112,050
    Ameritech Corp.            6,000           410,625
    AT&T Corp.                14,400           727,200
    Bell Atlantic Corp.        3,000           172,875
    BellSouth Corp.           23,100         1,033,725
    Cablevision Systems
      Corp. Cl-A*                300            23,212
    GTE Corp.                  4,700           314,606
    Lucent Technologies,
      Inc.                    10,900           655,363
    Nortel Networks Corp.      3,300           225,019
    SBC Communications,
      Inc.                    11,800           660,800
    Sprint Corp. (FON
      Group)                     500            51,281
</TABLE>

<TABLE>
<CAPTION>
                                 SHARES          VALUE
- ------------------------------------------------------
- ------------------------------------------------------
<S>                        <C>             <C>
    Sprint Corp. (PCS
      Group)*                  1,500       $    63,563
    U.S. West, Inc.            5,800           303,413
                                           -----------
                                             4,753,732
                                           -----------
  UTILITIES -- 2.0%
    BEC Energy                 1,200            51,000
    Central & South West
      Corp.                    2,500            62,031
    Energy East Corp.          2,000            52,875
    FPL Group, Inc.            3,700           208,588
    LG&E Energy Corp.          6,700           146,144
    Minnesota Power, Inc.      6,300           132,694
    Northeast Utilities*       3,800            60,800
    Reliant Energy, Inc.       5,900           167,044
    Southern Co.              10,500           284,156
    Texas Utilities Co.        2,200            87,450
    UtiliCorp United,
      Inc.                     7,100           173,506
                                           -----------
                                             1,426,288
                                           -----------
TOTAL COMMON STOCK
  (Cost $37,863,245)                        41,529,528
                                           -----------
</TABLE>

<TABLE>
<CAPTION>
                                    PAR
                                  (000)
                                  -----
<S>                        <C>             <C>
CORPORATE OBLIGATIONS -- 6.4%
  AIRLINES -- 0.3%
    Continental Airlines,
      Inc.
      8.00%, 12/15/05         $  200           200,000
                                           -----------
  BEVERAGES -- 0.3%
    Pepsi Bottling Group,
      Inc. 144A
      7.00%, 03/01/29            150           149,250
    Pepsi Bottling
      Holdings, Inc. 144A
      5.625%, 02/17/09           100            95,500
                                           -----------
                                               244,750
                                           -----------
  CONSUMER PRODUCTS & SERVICES -- 0.2%
    Fort James Corp.
      6.625%, 09/15/04           150           151,875
                                           -----------
  CONTAINERS & PACKAGING -- 0.2%
    Owens-Illinois, Inc.
      7.15%, 05/15/05            150           148,500
                                           -----------
  FINANCIAL -- BANK & TRUST -- 0.7%
    Fleet National Bank
      5.75%, 01/15/09            200           190,000
    NationsBank Corp.
      6.125%, 07/15/04           200           201,750
    Southern Investments
      UK
      6.80%, 12/01/06            100           100,875
                                           -----------
                                               492,625
                                           -----------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ------------------------------------------------------
                                    PAR
                                  (000)          VALUE
- ------------------------------------------------------
<S>                        <C>             <C>
FINANCIAL SERVICES -- 1.0%
    Associates Corp.
      6.25%, 11/01/08         $  200       $   198,250
    Ford Motor Credit
      Corp.
      6.55%, 09/10/02            145           147,719
    Hutchison Whampoa
      Financial Cl-C 144A
      7.50%, 08/01/27            100            90,000
    Lehman Brothers
      Holdings, Inc.
      6.625%, 04/01/04           200           200,500
    Toyota Motor Credit
      Corp.
      5.625%, 11/13/03           100            99,000
                                           -----------
                                               735,469
                                           -----------
  INSURANCE -- 0.6%
    Conseco Financing
      Trust II Co.
      8.70%, 11/15/26            150           140,282
    Conseco, Inc.
      6.40%, 06/15/01            100            98,750
    Fremont General Corp.
      144A
      7.70%, 03/17/04            150           151,500
                                           -----------
                                               390,532
                                           -----------
  METALS & MINING -- 0.3%
    Pohang Iron & Steel
      Co.
      7.375%, 05/15/05           200           196,500
                                           -----------
  OIL & GAS -- 0.6%
    Conoco, Inc.
      5.90%, 04/15/04            200           199,000
    Petroleum Geo-
      Services
      7.125%, 03/30/28           150           142,875
    USX Corp.
      6.65%, 02/01/06            100            99,000
                                           -----------
                                               440,875
                                           -----------
  PHARMACEUTICALS -- 0.3%
    Monsanto Co. 144A
      6.60%, 12/01/28            200           190,750
                                           -----------
  REAL ESTATE -- 0.3%
    Chelsea GCA Realty,
      Inc. [REIT]
      7.25%, 10/21/07            200           186,750
                                           -----------
  RETAIL & MERCHANDISING -- 0.3%
    Rite Aid Corp.
      6.70%, 12/15/01            150           151,688
    Saks, Inc.
      7.25%, 12/01/04            100           102,375
                                           -----------
                                               254,063
                                           -----------
</TABLE>

<TABLE>
<CAPTION>
                                    PAR
                                  (000)          VALUE
- ------------------------------------------------------
- ------------------------------------------------------
<S>                        <C>             <C>
  TELECOMMUNICATIONS -- 0.7%
    Cincinnati Bell
      Telephone Co.
      6.30%, 12/01/28         $  100       $    93,250
    Qwest Communications
      International, Inc.
      144A
      7.50%, 11/01/08            100           105,000
    Sprint Capital Corp.
      6.875%, 11/15/28           100            97,000
    TCI Communications,
      Inc.
      8.75%, 08/01/15            150           181,313
                                           -----------
                                               476,563
                                           -----------
  UTILITIES -- 0.6%
    Cinergy Corp. 144A
      6.53%, 12/16/08            100            99,875
    Empresa Nacional
      Electric Corp. 144A
      8.50%, 04/01/09            200           215,250
    Georgia Power Co.
      Cl-C
      5.50%, 12/01/05            100            96,875
                                           -----------
                                               412,000
                                           -----------
TOTAL CORPORATE OBLIGATIONS
  (Cost $4,567,130)                          4,521,252
                                           -----------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 14.8%
    Federal Home Loan
      Bank
      4.90%, 05/03/99          4,719         4,717,715
      5.705%, 03/19/03           500           502,462
                                           -----------
                                             5,220,177
                                           -----------
    Federal National
      Mortgage Assoc.
      6.00%, 10/01/28          1,696         1,645,438
      6.50%, 04/29/09          1,000           999,186
      6.50%, 01/01/28          1,200         1,193,131
      7.00%, 05/01/11            945           966,279
                                           -----------
                                             4,804,034
                                           -----------
    Government National
      Mortgage Assoc.
      6.00%, 08/15/28            197           190,688
      6.50%, 05/15/28            246           244,790
                                           -----------
                                               435,478
                                           -----------
  (Cost $10,486,153)                        10,459,689
                                           -----------
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>
ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND

<TABLE>
<CAPTION>
- ------------------------------------------------------
                                    PAR
                                  (000)          VALUE
- ------------------------------------------------------
<S>                        <C>             <C>
U.S. TREASURY OBLIGATIONS -- 12.3%
    U.S. Treasury Bonds
      7.875%, 02/15/21        $1,300       $ 1,605,005
                                           -----------
    U.S. Treasury Notes
      5.50%, 03/31/00          4,800         4,827,637
      6.625%, 07/31/01           500           515,937
      6.00%, 07/31/02            100           102,292
      5.875%, 09/30/02           200           203,908
      5.75%, 11/30/02            500           508,196
      5.75%, 08/15/03            250           254,721
      4.75%, 11/15/08            700           668,939
                                           -----------
                                             7,081,630
                                           -----------
  (Cost $8,701,478)                          8,686,635
                                           -----------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 1.2%
    Case Equipment Loan
      Trust Series 1998-B
      Cl-A4
      5.92%, 10/15/05            200           199,673
    CIT RV Trust Series
      1998-A Cl-A4
      6.09%, 02/15/12            100           100,748
    Comed Transitional
      Funding Trust
      Series 1998-1 Cl-A6
      5.63%, 06/25/09            100            97,418
    General Motors
      Acceptance Corp.
      Series 1999-C1
      Cl-A2
      6.175%, 05/15/33           150           147,131
    Nationslink Funding
      Corp. Series 1998-2
      Cl-A1
      6.001%, 11/20/07            97            96,606
    Nationslink Funding
      Corp. Series 1999-1
      Cl-A2
      6.316%, 11/20/08           250           247,711
                                           -----------
  (Cost $903,773)                              889,287
                                           -----------
                           PRINCIPAL
                            IN LOCAL
                            CURRENCY
                               (000)
                           ------------
FOREIGN BONDS -- 6.0%
  AUSTRALIA -- 0.2%
    Australian Government
      9.50%, 08/15/03            235       $   181,603
                                           -----------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------
                              PRINCIPAL
                               IN LOCAL
                               CURRENCY
                                  (000)          VALUE
- ------------------------------------------------------
<S>                        <C>             <C>
  CANADA -- 0.5%
    Canadian Government
      5.00%, 03/15/00            440       $   302,822
      6.00%, 06/01/08            100            72,770
                                           -----------
                                               375,592
                                           -----------
  DENMARK -- 0.1%
    Kingdom of Denmark
      8.00%, 03/15/06            450            79,450
                                           -----------
  GERMANY -- 3.4%
    Deutschland Republic
      6.00%, 09/15/03          1,120         1,325,017
      4.125%, 07/04/08           700           755,232
      4.75%, 07/04/28            289           302,458
                                           -----------
                                             2,382,707
                                           -----------
  JAPAN -- 1.0%
    Japanese Government
      3.30%, 06/20/06         70,000           674,675
                                           -----------
  UNITED KINGDOM -- 0.8%
    United Kingdom
      Treasury Gilt
      7.50%, 12/07/06             50            94,037
      9.00%, 08/06/12            210           477,900
                                           -----------
                                               571,937
                                           -----------
TOTAL FOREIGN BONDS
  (Cost $4,381,385)                          4,265,964
                                           -----------
                              SHARES
                           ------------
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment
      Cash Fund                  479               479
    Temporary Investment
      Fund                       479               479
                                           -----------
  (Cost $958)                                      958
                                           -----------
TOTAL INVESTMENTS --99.4%
  (Cost $66,904,122)                        70,353,313
OTHER ASSETS LESS LIABILITIES -- 0.6%          441,975
                                           -----------
NET ASSETS -- 100.0%                       $70,795,288
                                           ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 1.5% of net assets.

See Notes to Financial Statements.


<PAGE>

ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
CORPORATE OBLIGATIONS -- 90.8%
  ADVERTISING -- 0.6%
    Larmar Advertising Co.
      8.625%, 09/15/07        $  100    $   105,750
    Outdoor Systems, Inc.
      9.375%, 10/15/06            75         81,937
      8.875%, 06/15/07           350        376,250
                                        -----------
                                            563,937
                                        -----------
  AIRLINES -- 0.1%
    Aviation Sales Co.
      8.125%, 02/15/08           100        102,500
                                        -----------
  AUTOMOBILE MANUFACTURERS -- 0.1%
    Oshkosh Truck Corp.
      8.75%, 03/01/08            100        103,000
                                        -----------
  AUTOMOTIVE PARTS -- 2.4%
    Accuride Corp. Cl-B
      9.25%, 02/01/08            475        486,875
    Aftermarket
      Technology Corp.
      12.00%, 08/01/04           100        105,750
    Aftermarket Technology
      Corp. Cl-D
      12.00%, 08/01/04           325        343,687
    American Axle &
      Manufacturing
      Holdings, Inc. 144A
      9.75%, 03/01/09            375        390,937
    HDA Parts System, Inc.
      144A
      12.00%, 08/01/05           250        243,750
    Lear Corp.
      9.50%, 07/15/06             50         54,250
    Lear Seating Corp.
      8.25%, 02/01/02            400        402,000
    Oxford Automotive, Inc.
      10.125%, 06/15/07          300        312,000
                                        -----------
                                          2,339,249
                                        -----------
  BEVERAGES -- 0.7%
    National Wine &
      Spirits, Inc. 144A
      10.125%, 01/15/09          175        182,875
    Triarc Consumer
      Beverage Co. 144A
      10.25%, 02/15/09           450        456,750
                                        -----------
                                            639,625
                                        -----------
  BROADCASTING -- 6.3%
    Acme Television Co.
      Cl-B [STEP]
      10.635%, 09/30/04          575        500,250
    Big City Radio,
      Inc. [STEP]
      13.028%, 03/15/05          450        322,875
    Capstar Broadcasting
      Corp.
      9.25%, 07/01/07            100        106,000
    Chancellor Media Corp.
      9.00%, 10/01/08          1,425      1,535,437
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
    Chancellor Media Corp.
      L.A. Cl-B
      10.50%, 01/15/07        $   50    $    55,250
      8.75%, 06/15/07             50         51,750
      8.125%, 12/15/07           775        788,562
    Cumulus Media, Inc.
      10.375%, 07/01/08          175        190,312
    Fox/Liberty Networks LLC
      8.875%, 08/15/07           400        438,000
      9.709%, 08/15/07
      [STEP]                     525        433,125
    SFX Broadcasting,
      Inc. Cl-B
      10.75%, 05/15/06           200        214,000
    Sinclair Broadcasting
      Group, Inc.
      10.00%, 09/30/05           175        185,062
      9.00%, 07/15/07            425        433,500
      8.75%, 12/15/07            425        429,250
    Spectrasite Holdings,
      Inc. [STEP] 144A
      11.25%, 04/15/09           400        235,000
    UIH Australia Pacific,
      Inc. Cl-B [STEP]
      15.663%, 05/15/06          325        237,250
                                        -----------
                                          6,155,623
                                        -----------
  BUILDING MATERIALS -- 0.8%
    American Builders &
      Contractors Supply
      Co., Inc. Cl-B
      10.625%, 05/15/07          300        277,500
    Building Materials Corp.
      8.625%, 12/15/06           250        255,000
    Falcon Building
      Products, Inc. Cl-B
      [STEP]
      12.198%, 06/15/07          350        225,750
                                        -----------
                                            758,250
                                        -----------
  BUSINESS SERVICES -- 0.8%
    Dialog Corp. PLC Cl-A
      11.00%, 11/15/07           425        426,062
    U.S. Office Products Co.
      9.75%, 06/15/08            475        325,375
                                        -----------
                                            751,437
                                        -----------
  CABLE TELEVISION -- 10.1%
    CSC Holdings, Inc.
      9.25%, 11/01/05            500        537,500
      7.875%, 12/15/07            50         52,822
      9.875%, 02/15/13           300        338,250
    Diamond Holdings
      PLC Co.
      9.125%, 02/01/08           200        211,000
    Echostar DBS Corp. 144A
      9.375%, 02/01/09           925        971,250
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>
ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
    Lenfest Communications,
      Inc.
      8.375%, 11/01/05        $  150    $   160,875
      8.25%, 02/15/08            250        263,125
    NTL, Inc. 144A
      10.732%, 10/01/08
      [STEP]                   1,800      1,273,500
      11.50%, 10/01/08           650        736,125
    NTL, Inc. Cl-B [STEP]
      10.497%, 04/01/08        1,525      1,098,000
    Pegasus Communications
      Corp. Cl-B
      9.625%, 10/15/05         1,000      1,042,500
    Pegasus Communications
      Corp. 144A
      9.75%, 12/01/06            125        130,625
    Rogers Cablesystems of
      America, Inc. Cl-B
      10.00%, 03/15/05           650        737,750
    Rogers Communications,
      Inc.
      8.875%, 07/15/07           500        522,500
    Telewest Communications
      PLC [STEP]
      10.802%, 10/01/07          800        718,000
    Telewest Communications
      PLC 144A
      11.25%, 11/01/08           200        235,000
      9.25%, 04/15/09
      [STEP]                     600        415,500
    United International
      Holdings, Inc. Cl-B
      [STEP]
      10.639%, 02/15/08          625        434,375
                                        -----------
                                          9,878,697
                                        -----------
  CAPITAL GOODS -- 0.1%
    Buckeye Cellulos Corp.
      9.25%, 09/15/08            100        105,622
                                        -----------
  CHEMICALS -- 2.8%
    Huntsman Corp. 144A
      9.50%, 07/01/07            625        615,625
    ISP Holdings, Inc. Cl-B
      9.00%, 10/15/03            400        414,000
    Polymer Group, Inc. Cl-B
      9.00%, 07/01/07            300        309,750
      8.75%, 03/01/08            750        766,875
    Sterling Chemicals, Inc.
      11.75%, 08/15/06           375        354,375
    Texas Petrochemical
      Corp.
      11.125%, 07/01/06          300        262,500
                                        -----------
                                          2,723,125
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
  CLOTHING & APPAREL -- 1.1%
    Boyds Collection Ltd.
      144A
      9.00%, 05/15/08         $   90    $    95,850
    GFSI, Inc. Cl-B
      9.625%, 03/01/07           250        231,250
    Pillowtex Corp.
      10.00%, 11/15/06           150        157,500
    Pillowtex Corp. Cl-B
      9.00%, 12/15/07            575        583,625
                                        -----------
                                          1,068,225
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 0.4%
    Alvey Systems, Inc.
      11.375%, 01/31/03           35         36,137
    DIVA Systems Corp.
      Cl-B [STEP]
      11.851%, 03/01/08          100         37,000
    Verio, Inc. 144A
      11.25%, 12/01/08           250        281,875
                                        -----------
                                            355,012
                                        -----------
  CONGLOMERATES -- 0.4%
    Eagle-Picher
      Industries, Inc.
      9.375%, 03/01/08           400        396,000
                                        -----------
  CONSTRUCTION -- 0.9%
    Building Materials Corp.
      Cl-B
      8.00%, 10/15/07            100         99,500
    Formica Corp. 144A
      10.875%, 03/01/09          325        329,875
    MMI Products, Inc. 144A
      11.25%, 04/15/07           100        108,250
    MMI Products, Inc. Cl-B
      11.25%, 04/15/07           300        324,750
                                        -----------
                                            862,375
                                        -----------
  CONSUMER PRODUCTS & SERVICES -- 4.9%
    Albecca, Inc.
      10.75%, 08/15/08           350        306,250
    Amscan Holdings, Inc.
      9.875%, 12/15/07           425        369,750
    Chattem, Inc. Cl-B
      8.875%, 04/01/08           550        559,625
    Collins & Aikman Floor
      Coverings Corp.
      10.00%, 01/15/07           150        156,750
    Collins & Aikman
      Products Corp.
      11.50%, 04/15/06           700        736,750
    Diamond Brands
      Operating, Inc.
      10.125%, 04/15/08           50         42,250
      12.83%, 04/15/09
      [STEP]                      50         11,750
    Glenoit Corp.
      11.00%, 04/15/07           175        158,375
    NBTY, Inc. Cl-B
      8.625%, 09/15/07           400        366,000
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
    Playtex Family
      Products Corp.
      9.00%, 12/15/03         $  450    $   468,000
    Playtex Products, Inc.
      Cl-B
      8.875%, 07/15/04            50         52,000
    Revlon Consumer
      Products Corp.
      8.625%, 02/01/08         1,325      1,285,250
    Volume Services
      America 144A
      11.25%, 03/01/09           250        266,250
                                        -----------
                                          4,779,000
                                        -----------
  CONTAINERS & PACKAGING -- 1.7%
    Ball Corp.
      8.25%, 08/01/08            300        312,000
    Consumers Packaging,
      Inc. 144A
      9.75%, 02/01/07            100        103,000
    Owens-Illinois, Inc.
      8.10%, 05/15/07            250        258,095
    Packaging Corp. of
      America, Inc. 144A
      9.625%, 04/01/09           150        156,750
    Russell Stanley
      Holdings, Inc. 144A
      10.875%, 02/15/09          300        300,000
    Stone Container Corp.
      12.75%, 04/01/02           400        404,000
    Tekni-Plex, Inc. Cl-B
      9.25%, 03/01/08            150        154,500
                                        -----------
                                          1,688,345
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 1.6%
    Amphenol Corp.
      9.875%, 05/15/07           450        471,375
    Cherokee International
      Corp. 144A
      10.50%, 05/01/09           100        102,500
    Viasystems, Inc. Cl-B
      9.75%, 06/01/07            100         93,500
    WESCO Distribution,
      Inc. Cl-B
      9.125%, 06/01/08           650        679,250
    WESCO International,
      Inc. Cl-B [STEP]
      11.131%, 06/01/08          250        173,750
                                        -----------
                                          1,520,375
                                        -----------
  ENTERTAINMENT & LEISURE -- 3.1%
    AMF Group, Inc. [STEP]
      16.056%, 03/15/06          512        296,960
    Loews Cineplex
      Entertainment Corp.
      8.875%, 08/01/08           475        478,562
    Premier Parks, Inc. Cl-A
      12.00%, 08/15/03            50         53,875
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
    Premier Parks, Inc.
      9.25%, 04/01/06         $   75    $    78,562
      9.865%, 04/01/08
      [STEP]                   1,550      1,108,250
    Regal Cinemas, Inc.
      9.50%, 06/01/08            750        750,000
    Six Flags Theme Parks
      Corp. Cl-A
      12.25%, 06/15/05            50         55,375
    True Temper Sports,
      Inc. 144A
      10.875%, 12/01/08          225        208,125
                                        -----------
                                          3,029,709
                                        -----------
  ENVIRONMENTAL SERVICES -- 1.6%
    Allied Waste North
      America Co. Cl-B
      7.625%, 01/01/06         1,100      1,089,000
      7.875%, 01/01/09           525        521,062
                                        -----------
                                          1,610,062
                                        -----------
  EQUIPMENT SERVICES -- 0.0%
    Coinmach Corp. Cl-D
      11.75%, 11/15/05            50         55,500
                                        -----------
  FARMING & AGRICULTURE -- 0.2%
    Dimon, Inc.
      8.875%, 06/01/06            50         44,500
    Royster-Clark, Inc. 144A
      10.25%, 04/01/09           125        127,500
                                        -----------
                                            172,000
                                        -----------
  FINANCIAL -- BANK & TRUST -- 1.4%
    GS Escrow Corp.
      7.125%, 08/01/05         1,300      1,300,234
    RBF Finance Co. 144A
      11.375%, 03/15/09          100        107,000
                                        -----------
                                          1,407,234
                                        -----------
  FOOD -- 3.5%
    Agrilink Foods, Inc.
      144A
      11.875%, 11/01/08          500        540,000
    Ameriserv Food
      Distributor, Inc.
      8.875%, 10/15/06           100         93,250
      10.125%, 07/15/07          650        529,750
    Aurora Foods, Inc. Cl-B
      8.75%, 07/01/08            125        131,250
    Aurora Foods, Inc. Cl-D
      9.875%, 02/15/07           250        272,187
    Domino's, Inc. 144A
      10.375%, 01/15/09          300        313,500
    Eagle Family
      Foods, Inc. Cl-B
      8.75%, 01/15/08            600        564,000
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>
ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
    International Home
      Foods, Inc.
      10.375%, 11/01/06       $  725    $   792,062
    Jitney-Jungle Stores,
      Inc.
      10.375%, 09/15/07          150        143,250
    Nebco Evans Holding Co.
      [STEP]
      10.875%, 07/15/07          125         53,125
                                        -----------
                                          3,432,374
                                        -----------
  FURNITURE -- 0.1%
    Sealy Mattress Co. Cl-B
      9.979%, 12/15/07
      [STEP]                     150         98,250
      9.875%, 12/15/07            50         50,500
                                        -----------
                                            148,750
                                        -----------
  HEALTHCARE SERVICES -- 2.8%
    Alliance Imaging, Inc.
      9.625%, 12/15/05           325        326,625
    Columbia/HCA Healthcare,
      Inc.
      6.91%, 06/15/05            300        279,906
    Everest Healthcare
      Services, Inc.
      9.75%, 05/01/08            225        228,375
    Genesis Health
      Ventures, Inc.
      9.25%, 10/01/06            200        178,500
      9.875%, 01/15/09 144A      150        138,000
    Hudson Respiratory
      Care, Inc.
      9.125%, 04/15/08           150        134,250
    Tenet Healthcare Corp.
      8.00%, 01/15/05            450        455,625
      8.625%, 01/15/07           400        406,000
      7.625%, 06/01/08 144A      100         97,750
      8.125%, 12/01/08 144A      500        497,500
                                        -----------
                                          2,742,531
                                        -----------
  HOTELS & MOTELS -- 0.5%
    Florida Panthers
      Holdings, Inc. 144A
      9.875%, 04/15/09           475        479,156
                                        -----------
  INDUSTRIAL PRODUCTS -- 1.2%
    Comstock Resources,
      Inc. 144A
      11.25%, 05/01/07           200        206,000
    Continental Global
      Group, Inc. Cl-B
      11.00%, 04/01/07           100         92,500
    Hexcel Corp. 144A
      9.75%, 01/15/09            325        329,875
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
    ISG Resources, Inc.
      10.00%, 04/15/08        $  300    $   308,250
    Simmons Co. 144A
      10.25%, 03/15/09           150        157,500
    United Industries
      Corp. 144A
      9.875%, 04/01/09           100        105,000
                                        -----------
                                          1,199,125
                                        -----------
  MACHINERY & EQUIPMENT -- 2.4%
    Clark Materials Handling
      Corp. Cl-D
      10.75%, 11/15/06           150        140,250
    Columbus McKinnon Corp.
      8.50%, 04/01/08            150        149,250
    Fairchild Corp. 144A
      10.75%, 04/15/09           250        251,250
    National Equipment
      Services, Inc. Cl-B
      10.00%, 11/30/04            50         52,250
    National Equipment
      Services, Inc. Cl-D
      10.00%, 11/30/04           475        496,375
    Nationsrent, Inc.
      10.375%, 12/15/08          300        314,250
    United Rentals, Inc.
      144A
      9.25%, 01/15/09            950        961,875
                                        -----------
                                          2,365,500
                                        -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.8%
    CONMED Corp.
      9.00%, 03/15/08            325        329,875
    Dade International,
      Inc. Cl-B
      11.125%, 05/01/06          325        360,750
    Fisher Scientific
      International, Inc.
      9.00%, 02/01/08            350        351,750
      9.00%, 02/01/08            475        477,375
    Kinetic Concepts, Inc.
      Cl-B
      9.625%, 11/01/07           250        246,250
                                        -----------
                                          1,766,000
                                        -----------
  METALS & MINING -- 3.1%
    AEI Resources, Inc. 144A
      10.50%, 12/15/05           450        459,000
      11.50%, 12/15/06           300        302,250
    California Steel
      Industries 144A
      8.50%, 04/01/09            300        307,500
    Euramax International
      PLC
      11.25%, 10/01/06           350        372,750
    Metals USA, Inc.
      8.625%, 02/15/08           425        429,250
    Murrin Murrin
      Holdings PTY
      9.375%, 08/31/07           300        262,500
    National Steel Corp.
      144A
      9.875%, 03/01/09           300        317,250
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
    Neenah Corp. 144A
      11.125%, 05/01/07       $  250    $   253,750
    Neenah Corp. Cl-B
      11.125%, 05/01/07          225        228,375
    Ryerson Tull, Inc.
      8.50%, 07/15/01             50         51,874
                                        -----------
                                          2,984,499
                                        -----------
  OFFICE EQUIPMENT -- 0.2%
    United Stationers
      Supply Co.
      8.375%, 04/15/08           175        175,438
                                        -----------
  OIL & GAS -- 2.6%
    Chiles Offshore LLC
      Corp.
      10.00%, 05/01/08           175        132,125
    Continental Resources,
      Inc.
      10.25%, 08/01/08           375        285,938
    Dailey International,
      Inc. Cl-B
      9.50%, 02/15/08            300         91,500
    Forcenergy, Inc.+
      8.50%, 02/15/07            300        163,500
    Forest Oil Corp.
      10.50%, 01/15/06           300        312,750
    Houston Exploration
      Co. Cl-B
      8.625%, 01/01/08           200        199,000
    KCS Energy, Inc.
      8.875%, 01/15/08           150         42,000
    Nuevo Energy Co. Cl-B
      8.875%, 06/01/08           200        199,000
    Pogo Producing Co. Cl-B
      10.375%, 02/15/09          250        260,625
    Pride Petroleum
      Services, Inc.
      9.375%, 05/01/07           350        350,000
    R&B Falcon Corp. 144A
      12.25%, 03/15/06           200        211,000
    Universal Compression
      Holdings [STEP]
      9.665%, 02/15/08           325        203,125
      12.454%, 02/15/09          100         59,500
                                        -----------
                                          2,510,063
                                        -----------
  PRINTING & PUBLISHING -- 1.1%
    Garden State Newspapers,
      Inc. Cl-B
      8.75%, 10/01/09            475        483,313
    Hollinger International
      Publishing Co.
      9.25%, 02/01/06            125        131,250
      9.25%, 03/15/07            300        313,500
    Ziff-Davis, Inc.
      8.50%, 05/01/08            150        149,250
                                        -----------
                                          1,077,313
                                        -----------
  RAILROADS -- 0.3%
    Railworks Corp. 144A
      11.50%, 04/15/09           250        257,500
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
  REAL ESTATE -- 1.3%
    HMH Properties, Inc.
      Cl-B
      7.875%, 08/01/08        $  825    $   804,375
    HMH Properties, Inc.
      Cl-C
      8.45%, 12/01/08            450        453,375
                                        -----------
                                          1,257,750
                                        -----------
  RESTAURANTS -- 0.6%
    Advantica Restaurant
      Group, Inc.
      11.25%, 01/15/08           250        258,125
    Carrols Corp. 144A
      9.50%, 12/01/08            275        281,875
                                        -----------
                                            540,000
                                        -----------
  RETAIL & MERCHANDISING -- 0.4%
    Community Distributors,
      Inc. Cl-B
      10.25%, 10/15/04           200        183,000
    Just For Feet, Inc. 144A
      11.00%, 05/01/09           250        243,750
                                        -----------
                                            426,750
                                        -----------
  SEMICONDUCTORS -- 0.2%
    Fairchild Semiconductor
      Corp. 144A
      10.375%, 10/01/07          150        154,125
                                        -----------
  TELECOMMUNICATIONS -- 22.6%
    American Cellular Corp.
      10.50%, 05/15/08           500        537,500
    Arch Communications,
      Inc.
      12.75%, 07/01/07           150        135,750
    Benedek Communications
      Corp. [STEP]
      13.997%, 05/15/06          125        103,125
    Call-Net Enterprises,
      Inc. [STEP]
      8.949%, 08/15/07           425        316,625
      9.441%, 08/15/08           425        285,813
    Centennial Cellular
      Corp. 144A
      10.75%, 12/15/08           350        381,500
    Charter Communications
      Holdings LLC
      [STEP] 144A
      9.92%, 04/01/11            975        649,594
    e.spire Communications,
      Inc. [STEP]
      13.324%, 11/01/05          275        210,375
    Hermes Europe
      Railtel BV, Inc.
      11.50%, 08/15/07           650        718,250
      10.375%, 01/15/09          250        268,750
    ICG Holdings,
      Inc. [STEP]
      11.727%, 05/01/06          500        419,615
      9.644%, 03/15/07           200        150,960
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>
ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
    Intermedia
      Communications,
      Inc. [STEP]
      9.733%, 05/15/06        $  100    $    86,750
      12.25%, 03/01/09         1,300        825,500
    Intermedia
      Communications,
      Inc. Cl-B
      10.56%, 07/15/07
      [STEP]                     850        656,625
      8.875%, 11/01/07            50         50,750
      8.60%, 06/01/08            275        276,375
    International CableTel,
      Inc. Cl-B [STEP]
      9.743%, 02/01/06           125        110,000
    IXC Communications, Inc.
      9.00%, 04/15/08            500        503,750
    Level 3 Communications,
      Inc.
      9.13%, 05/01/08          1,000      1,025,000
    Level 3 Communications,
      Inc. [STEP] 144A
      10.79%, 12/01/08         2,350      1,527,500
    McLeodUSA, Inc.
      9.918%, 03/01/07
      [STEP]                     875        709,844
      8.375%, 03/15/08           150        151,125
      8.125%, 02/15/09 144A      500        498,750
    Metromedia Fiber
      Network, Inc. 144A
      10.00%, 11/15/08           325        352,625
    MetroNet Communications
      Corp.
      11.588%, 11/01/07
      [STEP]                     150        123,375
      10.282%, 06/15/08
      [STEP]                   1,000        782,500
      10.625%, 11/01/08 144A     275        323,813
    Millicom International
      Cellular, Inc. [STEP]
      13.109%, 06/01/06          650        507,000
    Nextel Communications,
      Inc. [STEP]
      10.845%, 09/15/07          700        553,000
      10.552%, 02/15/08        1,500      1,151,250
    Nextel International,
      Inc. [STEP]
      12.125%, 04/15/08           50         27,629
    Nextel Partners, Inc.
      [STEP] 144A
      13.273%, 02/01/09          400        254,000
    NEXTLINK Communications,
      Inc.
      9.625%, 10/01/07           125        126,563
      9.00%, 03/15/08            150        149,250
      10.837%, 04/15/08
      [STEP]                     750        483,750
    Orange PLC
      8.00%, 08/01/08            550        566,500
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
    Paging Network, Inc.
      10.125%, 08/01/07       $   50    $    40,750
      10.00%, 10/15/08           325        261,625
    Pathnet, Inc.
      12.25%, 04/15/08           100         53,000
    PSINet, Inc.
      11.50%, 11/01/08           325        364,000
    PSINet, Inc. Cl-B
      10.00%, 02/15/05           325        344,500
    Qwest Communications
      International, Inc.
      8.24%, 10/15/07 [STEP]     700        565,250
      7.50%, 11/01/08 144A       400        422,000
    Qwest Communications
      International, Inc.
      Cl-B
      10.875%, 04/01/07           35         40,775
    RCN Corp. [STEP]
      12.717%, 10/15/07          325        228,313
    Rogers Cantel, Inc.
      8.80%, 10/01/07            225        238,500
    Sitel Corp.
      9.25%, 03/15/06            225        216,000
    Telecommunications
      Techniques Co.
      9.75%, 05/15/08            500        512,500
    Telesystem International
      Wireless, Inc.
      Cl-B [STEP]
      14.691%, 06/30/07          800        500,000
    Telesystem International
      Wireless, Inc.
      Cl-C [STEP]
      10.352%, 11/01/07           75         41,250
    Teligent, Inc.
      11.50%, 12/01/07           500        497,500
    Teligent,
      Inc. Cl-B [STEP]
      14.981%, 03/01/08          400        230,000
    Triton PCS, Inc. [STEP]
      13.458%, 05/01/08          725        460,375
    US Xchange LLC
      15.00%, 07/01/08           200        218,500
    Viatel, Inc.
      12.852%, 04/15/08
      [STEP]                   1,050        687,750
      11.25%, 04/15/08            75         78,563
                                        -----------
                                         22,002,232
                                        -----------
  TRANSPORTATION -- 2.5%
    Allied Holdings, Inc.
      Cl-B
      8.625%, 10/01/07           400        390,000
    Ameritruck Distribution
      Corp. Cl-B+
      12.25%, 11/15/05            50          3,250
    Gearbulk Holding Ltd.
      11.25%, 12/01/04           400        412,000
    Holt Group 144A
      9.75%, 01/15/06            100         66,500
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
    Statia Terminals, Inc.
      Cl-B
      11.75%, 11/15/03        $  250    $   268,750
    Stena AB
      10.50%, 12/15/05           350        357,875
      8.75%, 06/15/07            900        848,250
    Stena Line AB
      10.625%, 06/01/08          100         78,500
                                        -----------
                                          2,425,125
                                        -----------
  UTILITIES -- 1.5%
    CMS Energy Corp.
      7.50%, 01/15/09            525        527,000
    El Paso Electric Co.
      Cl-E
      9.40%, 05/01/11            300        335,532
    International Utility
      Structures, Inc.
      10.75%, 02/01/08           125        128,125
    Niagara Mohawk Power
      Corp. Cl-H [STEP]
      7.788%, 07/01/10           650        501,859
                                        -----------
                                          1,492,516
                                        -----------
TOTAL CORPORATE OBLIGATIONS
  (Cost $87,449,044)                     88,501,649
                                        -----------
                              SHARES
                              ------
COMMON STOCK -- 0.0%
  BROADCASTING -- 0.0%
    Diva Systems Corp.
      Warrants*                  300          3,900
                                        -----------
  TELECOMMUNICATIONS -- 0.0%
    Pathnet, Inc. Warrants*      100          1,013
                                        -----------
TOTAL COMMON STOCK
  (Cost $0)                                   4,913
                                        -----------
PREFERRED STOCK -- 2.6%
  BROADCASTING -- 1.0%
    Benedek Communications
      Corp. 11.50% [PIK]         100         75,500
    Capstar Communications,
      Inc. Cl-E 12.625%
      [PIK]                      531         63,986
    Cumulus Media,
      Inc. Cl-A 13.75%           368        419,791
    Sinclair Capital
      Cl-A $11.625             3,100        348,750
                                        -----------
                                            908,027
                                        -----------
  CONTAINERS & PACKAGING -- 0.1%
    Packaging Corp. of
      America, Inc.
      12.375% [PIK] 144A         750         79,688
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
  FOOD -- 0.0%
    Nebco Evans Holding Co.
      11.25% [PIK]               611    $    22,302
                                        -----------
  HEALTHCARE SERVICES -- 0.0%
    River Holding Corp. Cl-B
      11.50% [PIK]               560         41,930
                                        -----------
  OIL & GAS -- 0.3%
    R&B Falcon Corp.
      13.875% [PIK] 144A         275        292,875
                                        -----------
  PRINTING & PUBLISHING -- 1.2%
    Primedia, Inc.
      Cl-D 10.00%              3,000        316,500
    Primedia, Inc.
      Cl-F 9.20%               2,950        299,425
    Primedia, Inc.
      Cl-H 8.625%              5,250        504,000
                                        -----------
                                          1,119,925
                                        -----------
  TELECOMMUNICATIONS -- 0.0%
    Nextel Communications,
      Inc. Cl-E
      11.125% [PIK]               25         27,625
    Viatel, Inc. Cl-A
      10.00% [PIK]                66         14,883
                                        -----------
                                             42,508
                                        -----------
TOTAL PREFERRED STOCK
  (Cost $2,477,440)                       2,507,255
                                        -----------
                               PAR
                              (000)
                              ------
REPURCHASE AGREEMENTS -- 0.8%
  Greenwich Capital Markets,
    Inc., 4.80%, dated
    04/30/99, maturing
    05/03/99, repurchase
    price $766,306,
    (Collateralized by U.S.
    Treasury Notes, par
    value $766,000, market
    value $791,557, due
    02/15/06)
  (Cost $766,000)             $  766        766,000
                                        -----------
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

                                       21
<PAGE>   25
ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
SHORT-TERM INVESTMENTS -- 4.1%
    Temporary Investment
      Cash Fund             2,000,318    $ 2,000,318
    Temporary Investment
      Fund                  2,000,318      2,000,318
                                         -----------
  (Cost $4,000,636)                        4,000,636
                                         -----------
TOTAL INVESTMENTS -- 98.3%
  (Cost $94,693,120)                      95,780,453
OTHER ASSETS LESS LIABILITIES -- 1.7%      1,684,993
                                         -----------
NET ASSETS -- 100.0%                     $97,465,446
                                         ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.
+ Illiquid security. At the end of the period these securities amounted to less
  than 0.2% of net assets.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 20.3% of net assets.

See Notes to Financial Statements.


<PAGE>

ASAF OPPENHEIMER
LARGE-CAP GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES        VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
COMMON STOCK -- 96.9%
  AEROSPACE -- 1.3%
    Goodrich, (B.F.) Co.       3,800    $   151,050
    Gulfstream Aerospace
      Corp.*                   7,300        355,875
                                        -----------
                                            506,925
                                        -----------
  AUTOMOTIVE PARTS -- 1.0%
    Lear Corp.*                8,300        380,762
                                        -----------
  BEVERAGES -- 0.5%
    Coca-Cola Co.              2,600        176,800
                                        -----------
  BUILDING MATERIALS -- 3.8%
    American Standard
      Companies, Inc.*         8,800        402,600
    Carlisle Companies,
      Inc.                     6,400        313,600
    Lowe's Companies, Inc.     6,800        358,700
    USG Corp.                  6,200        361,925
                                        -----------
                                          1,436,825
                                        -----------
  BUSINESS SERVICES -- 1.7%
    Quintiles Transnational
      Corp.*                   6,400        259,600
    Waters Corp.*              3,700        388,962
                                        -----------
                                            648,562
                                        -----------
  CLOTHING & APPAREL -- 4.7%
    Gap, Inc.                  6,200        412,687
    Intimate Brands, Inc.      7,900        395,000
    Jones Apparel Group,
      Inc.*                   12,600        415,800
    Payless ShoeSource,
      Inc.*                    3,500        169,531
    Ross Stores, Inc.          8,400        385,875
                                        -----------
                                          1,778,893
                                        -----------
  COMPUTER HARDWARE -- 6.2%
    Adaptec, Inc.*             9,900        238,219
    EMC Corp.*                 5,000        544,687
    Gateway 2000, Inc.*        5,500        364,031
    International Business
      Machines Corp.           2,600        543,887
    Quantum Corp.*            21,300        380,737
    Seagate Technology,
      Inc.*                   11,300        314,987
                                        -----------
                                          2,386,548
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 21.3%
    Adobe Systems, Inc.        6,200        392,925
    America Online, Inc.*      9,200      1,313,300
    BMC Software, Inc.*       11,700        503,831
    Cisco Systems, Inc.*       3,300        376,406
    Computer Associates
      International, Inc.     12,100        516,519
    Compuware Corp.*          16,700        407,062
    DST Systems, Inc.*         6,100        355,325
    Gartner Group, Inc.
      Cl-A*                    9,900        188,719
    Intuit, Inc.*              3,900        335,887
</TABLE>

<TABLE>
<CAPTION>
                             SHARES        VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                          <C>        <C>
    Microsoft Corp.*          25,300    $ 2,057,206
    Reynolds & Reynolds Co.
      Cl-A                    12,200        278,312
    Sterling Software,
      Inc.*                   12,800        264,800
    Sun Microsystems, Inc.*   10,700        639,994
    Yahoo!, Inc.*              2,900        506,594
                                        -----------
                                          8,136,880
                                        -----------
  CONSUMER PRODUCTS & SERVICES -- 5.1%
    Bausch & Lomb, Inc.        5,200        390,000
    Maytag Corp.               5,800        396,575
    Mohawk Industries,
      Inc.*                   12,200        393,450
    Shaw Industries, Inc.*    20,300        367,938
    Tupperware Corp.          17,600        416,900
                                        -----------
                                          1,964,863
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 6.5%
    General Electric Co.      13,200      1,392,600
    Sanmina Corp.*             6,100        404,888
    Solectron Corp.*           8,400        407,400
    Symbol Technologies,
      Inc.                     5,600        267,400
                                        -----------
                                          2,472,288
                                        -----------
  ENTERTAINMENT & LEISURE -- 1.1%
    Circus Circus
      Enterprises, Inc.*      19,100        402,294
                                        -----------
  FINANCIAL -- BANK & TRUST -- 1.0%
    Countrywide Credit
      Industries, Inc.         8,200        371,563
                                        -----------
  FINANCIAL SERVICES -- 1.4%
    FINOVA Group, Inc.         1,600         77,300
    Freddie Mac                7,500        470,625
                                        -----------
                                            547,925
                                        -----------
  FOOD -- 2.5%
    Flowers Industries,
      Inc.                    14,200        301,750
    Suiza Foods Corp.*        11,300        424,456
    U.S. Foodservice, Inc.*    5,900        248,169
                                        -----------
                                            974,375
                                        -----------
  FURNITURE -- 2.0%
    Ethan Allen Interiors,
      Inc.*                    7,900        400,431
    Furniture Brands
      International, Inc.*    15,200        380,950
                                        -----------
                                            781,381
                                        -----------
  HEALTHCARE SERVICES -- 4.4%
    Amgen, Inc.*               9,000        552,938
    Shared Medical Systems
      Corp.                    6,100        331,306
    United HealthCare Corp.    7,500        420,938
    Wellpoint Health
      Networks, Inc.*          5,300        372,325
                                        -----------
                                          1,677,507
                                        -----------
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>
ASAF OPPENHEIMER
LARGE-CAP GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES        VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
MEDICAL SUPPLIES & EQUIPMENT -- 4.5%
    Bergen Brunswig Corp.
      Cl-A                    18,600    $   353,400
    Genzyme Corp.*             6,800        256,700
    Hillenbrand Industries,
      Inc.                     8,000        375,500
    Johnson & Johnson Co.        700         68,250
    STERIS Corp.*             15,200        269,800
    Sybron International
      Corp.*                  14,800        409,775
                                        -----------
                                          1,733,425
                                        -----------
  PERSONAL SERVICES -- 1.1%
    Cendant Corp.*            24,300        437,400
                                        -----------
  PHARMACEUTICALS -- 3.6%
    Biogen, Inc.*              4,000        380,250
    Bristol-Meyers Squibb
      Co.                        800         50,850
    Merck & Co., Inc.          5,400        379,350
    Mylan Laboratories,
      Inc.                    15,000        340,313
    Pfizer, Inc.               2,000        230,125
                                        -----------
                                          1,380,888
                                        -----------
  PRINTING & PUBLISHING -- 2.4%
    Central Newspapers,
      Inc. Cl-A                1,800         61,088
    Lexmark International
      Group, Inc. Cl-A*        4,100        506,350
    Times Mirror Co. Cl-A      5,700        333,450
                                        -----------
                                            900,888
                                        -----------
  RESTAURANTS -- 2.0%
    Brinker International,
      Inc.*                   14,200        392,275
    Outback Steakhouse,
      Inc.*                   10,400        372,450
                                        -----------
                                            764,725
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                             SHARES        VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                          <C>        <C>
  RETAIL & MERCHANDISING -- 6.9%
    Bed, Bath & Beyond,
      Inc.*                    5,700    $   203,419
    Best Buy Co., Inc.*        8,100        386,775
    Dayton-Hudson Corp.        8,000        538,500
    Saks, Inc.*               10,600        300,113
    Tiffany & Co.              5,000        420,000
    TJX Companies, Inc.       13,200        439,725
    Wal-Mart Stores, Inc.      7,600        349,600
                                        -----------
                                          2,638,132
                                        -----------
  SEMICONDUCTORS -- 6.0%
    Intel Corp.               25,000      1,529,688
    Micron Technology,
      Inc.*                   10,300        382,388
    Vitesse Semiconductor
      Corp.*                   8,300        384,394
                                        -----------
                                          2,296,470
                                        -----------
  TELECOMMUNICATIONS -- 4.8%
    Lucent Technologies,
      Inc.                    22,100      1,328,763
    Tellabs, Inc.*             4,500        493,031
                                        -----------
                                          1,821,794
                                        -----------
  TRANSPORTATION -- 1.1%
    CNF Transportation,
      Inc.                     9,200        401,925
                                        -----------
TOTAL COMMON STOCK
  (Cost $35,162,147)                     37,020,038
                                        -----------
SHORT-TERM INVESTMENTS -- 2.1%
    Temporary Investment
      Cash Fund              397,078        397,078
    Temporary Investment
      Fund                   397,078        397,078
                                        -----------
  (Cost $794,156)                           794,156
                                        -----------
TOTAL INVESTMENTS -- 99.0%
  (Cost $35,956,303)                     37,814,194
OTHER ASSETS LESS
  LIABILITIES -- 1.0%                       399,206
                                        -----------
NET ASSETS -- 100.0%                    $38,213,400
                                        ===========
</TABLE>

- -------------------------------------------------------
* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

ASAF LORD ABBETT
GROWTH AND INCOME FUND

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
COMMON STOCK -- 90.7%
  AEROSPACE -- 1.5%
    AlliedSignal, Inc.         10,000    $   587,500
    United Technologies
      Corp.                     4,000        579,500
                                         -----------
                                           1,167,000
                                         -----------
  AUTOMOBILE MANUFACTURERS -- 2.1%
    Ford Motor Co.             12,000        767,250
    General Motors Corp.       10,000        889,375
                                         -----------
                                           1,656,625
                                         -----------
  BROADCASTING -- 1.5%
    CBS Corp.                  25,000      1,139,062
                                         -----------
  CHEMICALS -- 1.2%
    Rohm & Haas Co.            20,000        896,250
                                         -----------
  CLOTHING & APPAREL -- 0.9%
    VF Corp.                   13,000        669,500
                                         -----------
  COMPUTER HARDWARE -- 2.9%
    EMC Corp.*                  3,000        326,812
    International Business
      Machines Corp.            9,000      1,882,687
                                         -----------
                                           2,209,499
                                         -----------
  COMPUTER SERVICES & SOFTWARE -- 3.6%
    First Data Corp.           30,000      1,273,125
    Sun Microsystems,
      Inc.*                    25,000      1,495,312
                                         -----------
                                           2,768,437
                                         -----------
  CONSUMER PRODUCTS & SERVICES -- 1.0%
    Eastman Kodak Co.          10,000        746,250
                                         -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 4.8%
    Emerson Electric Co.       18,000      1,161,000
    Rockwell International
      Corp.                    20,000      1,032,500
    Texas Instruments,
      Inc.                     15,000      1,531,875
                                         -----------
                                           3,725,375
                                         -----------
  ENTERTAINMENT & LEISURE -- 0.6%
    Time Warner, Inc.           7,000        490,000
                                         -----------
  ENVIRONMENTAL SERVICES -- 2.3%
    Waste Management, Inc.     32,000      1,808,000
                                         -----------
  FINANCIAL -- BANK & TRUST -- 8.5%
    BankAmerica Corp.           9,000        648,000
    Bank One Corp.             25,000      1,475,000
    Chase Manhattan Corp.      17,000      1,406,750
    First Union Corp.          26,000      1,439,750
    Fleet Financial Group,
      Inc.                     18,000        775,125
    Wells Fargo & Co.          20,000        863,750
                                         -----------
                                           6,608,375
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                         <C>          <C>
  FINANCIAL SERVICES -- 1.2%
    Morgan Stanley, Dean
      Witter & Co.              9,000    $   892,687
                                         -----------
  FOOD -- 3.3%
    Heinz, (H.J.) Co.          30,000      1,400,625
    Ralston Purina Group       37,000      1,128,500
                                         -----------
                                           2,529,125
                                         -----------
  HEALTHCARE SERVICES -- 1.0%
    Columbia HCA
      Healthcare Corp.         32,000        790,000
                                         -----------
  INSURANCE -- 8.3%
    Aetna, Inc.                12,000      1,052,250
    American General Corp.     23,000      1,702,000
    AON Corp.                   1,400         95,900
    Chubb Corp.                16,000        948,000
    CIGNA Corp.                12,000      1,046,250
    Jefferson-Pilot Corp.      10,000        673,750
    St. Paul Companies,
      Inc.                     30,000        860,625
                                         -----------
                                           6,378,775
                                         -----------
  MACHINERY & EQUIPMENT -- 1.7%
    Deere & Co.                30,000      1,290,000
                                         -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.5%
    Baxter International,
      Inc.                     19,000      1,197,000
                                         -----------
  METALS & MINING -- 1.6%
    Alcoa, Inc.                20,000      1,245,000
                                         -----------
  OFFICE EQUIPMENT -- 1.3%
    Xerox Corp.                17,000        998,750
                                         -----------
  OIL & GAS -- 11.2%
    BP Amoco PLC [ADR]         15,000      1,697,813
    Coastal Corp.              34,000      1,300,501
    Mobil Corp.                22,000      2,304,500
    Schlumberger Ltd.          10,000        638,750
    Texaco, Inc.               13,000        815,750
    Total SA [ADR]             28,000      1,904,000
                                         -----------
                                           8,661,314
                                         -----------
  PAPER & FOREST PRODUCTS -- 2.1%
    International Paper
      Co.                      30,000      1,599,375
                                         -----------
  PHARMACEUTICALS -- 3.8%
    American Home Products
      Corp.                    25,000      1,525,000
    Pharmacia & Upjohn,
      Inc.                     25,000      1,400,000
                                         -----------
                                           2,925,000
                                         -----------
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>
ASAF LORD ABBETT
GROWTH AND INCOME FUND

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
PRINTING & PUBLISHING -- 2.9%
    Dow Jones & Co., Inc.      20,000    $ 1,090,000
    Gannett Co., Inc.          10,000        708,125
    Tribune Co.                 5,000        417,188
                                         -----------
                                           2,215,313
                                         -----------
  RETAIL & MERCHANDISING -- 2.5%
    Federated Department
      Stores, Inc.*            25,000      1,167,188
    Wal-Mart Stores, Inc.      16,000        736,000
                                         -----------
                                           1,903,188
                                         -----------
  TELECOMMUNICATIONS -- 12.4%
    Alltel Corp.               17,000      1,146,438
    AT&T Corp.                 47,000      2,373,500
    Bell Atlantic Corp.        27,000      1,555,875
    Comcast Corp.
      Special Cl-A              5,000        370,625
    MCI WorldCom, Inc.*        15,000      1,232,813
    QUALCOMM, Inc.*             7,000      1,400,000
    SBC Communications,
      Inc.                     27,000      1,512,000
                                         -----------
                                           9,591,251
                                         -----------
  UTILITIES -- 5.0%
    Carolina Power &
      Light Co.                30,000      1,209,375
    Duke Energy Corp.          28,000      1,568,000
    FirstEnergy Corp.          38,000      1,128,125
                                         -----------
                                           3,905,500
                                         -----------
TOTAL COMMON STOCK
  (Cost $59,776,434)                      70,006,651
                                         -----------
PREFERRED STOCK -- 3.7%
  COMPUTER SERVICES & SOFTWARE -- 1.1%
    Unisys Corp. $3.75
      Cl-A [CVT]               15,000        820,312
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                         <C>          <C>
  CONTAINERS & PACKAGING -- 1.0%
    Owens-Illinois, Inc.
      4.75% [CVT]              20,000    $   810,000
                                         -----------
  INSURANCE -- 0.8%
    Aetna, Inc.
      Cl-C 6.25% [CVT]          8,000        618,500
                                         -----------
  UTILITIES -- 0.8%
    Houston Industries,
      Inc. 7.00% [CVT]          5,000        590,000
                                         -----------
TOTAL PREFERRED STOCK
  (Cost $2,580,570)                        2,838,812
                                         -----------
SHORT-TERM INVESTMENTS -- 6.2%
    Temporary Investment
      Cash Fund             2,410,360      2,410,360
    Temporary Investment
      Fund                  2,410,359      2,410,359
                                         -----------
  (Cost $4,820,719)                        4,820,719
                                         -----------
TOTAL INVESTMENTS -- 100.6%
  (Cost $67,177,723)                      77,666,182
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (0.6%)                    (432,225)
                                         -----------
NET ASSETS -- 100.0%                     $77,233,957
                                         ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

ASAF JANUS
OVERSEAS GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                            SHARES        VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
FOREIGN STOCK -- 78.5%
  ARGENTINA -- 0.8%
    Telecom Argentina Stet
      SA [ADR]                9,505    $    327,922
    Telefonica de
      Argentina SA Cl-B
      [ADR]                   9,085         339,552
    YPF SA [ADR]              8,790         369,180
                                       ------------
                                          1,036,654
                                       ------------
  AUSTRALIA -- 1.0%
    Cable & Wireless Optus
      Ltd.*                 373,028         840,571
    Publishing &
      Broadcasting Ltd.      51,869         349,162
                                       ------------
                                          1,189,733
                                       ------------
  BRAZIL -- 1.0%
    Telecomunicacoes
      Brasileiras SA Pfd.
      [ADR]                  13,670       1,246,533
                                       ------------
  CANADA -- 4.4%
    BCE, Inc.                11,252         513,804
    JDS Fitel, Inc.*            981          59,279
    Le Groupe Videotron
      Ltee                   60,602       1,242,160
    Rogers Communications,
      Inc. Cl-B*            107,792       2,020,670
    Shaw Communications,
      Inc. Cl-B              33,570       1,354,270
    Toronto-Dominion Bank     4,616         246,758
                                       ------------
                                          5,436,941
                                       ------------
  DENMARK -- 0.1%
    Ratin AS Cl-B               396          68,270
                                       ------------
  FINLAND -- 4.2%
    Nokia AB Oyj             23,526       1,815,685
    Nokia Corp. Cl-A [ADR]   29,180       2,164,791
    Sonera Group Oyj          8,051         160,131
    Talentum Oy Cl-B         31,652         418,580
    Tieto Corp. Cl-B         16,811         670,505
                                       ------------
                                          5,229,692
                                       ------------
  FRANCE -- 8.1%
    Accor SA                    842         222,254
    Atos SA*                  6,564         562,498
    AXA SA                    9,009       1,164,702
    Cap Gemini SA             6,916       1,058,743
    Carrefour Supermarche
      SA                        765         607,002
    Equant NV*                2,054         186,664
    Rhone-Poulenc Cl-A        7,620         362,773
    Sanofi SA                 1,402         219,966
    Societe Nationale Elf
      Aquitaine SA            1,027         159,718
    Sodexho Alliance SA       1,760         289,169
    Suez Lyonnaise des
      Eaux                   14,484       2,467,070
    Synthelabo                  999         204,510
</TABLE>

<TABLE>
<CAPTION>
                            SHARES        VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                         <C>        <C>
    Valeo SA                    722    $     61,107
    Vivendi                  10,721       2,507,790
                                       ------------
                                         10,073,966
                                       ------------
  GERMANY -- 6.6%
    Adidas-Salomon AG         2,801         276,182
    DaimlerChrysler AG*       3,434         336,127
    DePfa Deutsche
      Pfandbriefbank AG      22,002       1,838,893
    Deutsche Telekom AG       6,288         250,464
    Hoechst AG                6,277         287,546
    Mannesmann AG            25,547       3,348,716
    Marschollek,
      Lautenschlaeger und
      Partner AG Non-
      Voting Pfd.               646         362,564
    MobilCom AG               1,200         293,900
    Porsche AG Pfd.             484       1,203,318
                                       ------------
                                          8,197,710
                                       ------------
  GREECE -- 0.1%
    STET Hellas
      Telecommunications

      SA [ADR]*               5,750         155,250
                                       ------------
  HONG KONG -- 1.1%
    China Telecom Ltd.*     617,000       1,409,112
                                       ------------
  IRELAND -- 0.7%
    Elan Corp. PLC [ADR]*    15,711         809,116
                                       ------------
  ISRAEL -- 0.4%
    Matav-Cable Systems
      Media Ltd. [ADR]       16,000         512,000
                                       ------------
  ITALY -- 3.6%
    Assicurazioni Generali   16,150         629,618
    Banca Commerciale
      Italia NA              10,072          83,008
    Banca di Roma           142,692         235,500
    Mediaset SPA              1,442          12,510
    Telecom Italia Mobile
      SPA                   104,485         623,448
    Telecom Italia SPA      182,281       1,941,950
    Unicredito Italiano
      SPA                   175,662         892,044
                                       ------------
                                          4,418,078
                                       ------------
  JAPAN -- 10.5%
    Fujitsu Ltd.             24,000         411,188
    Honda Motor Co. Ltd.     29,000       1,277,968
    Ito-Yokado Co. Ltd.      20,000       1,228,203
    Kao Corp.                60,000       1,523,106
    Kirin Brewery Co. Ltd.   90,000       1,017,918
    Nippon Telegraph &
      Telephone Corp.             5          54,456
    NTT Data Corp.            1,190         942,139
    NTT Mobile
      Communication
      Network, Inc.              62       3,636,018
    Softbank Corp.            3,900         519,188
    Sony Corp.               13,100       1,223,721
    Takeda Chemical
      Industries Ltd.        21,000         913,110
</TABLE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>
ASAF JANUS
OVERSEAS GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                            SHARES        VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
    Tokyo Electron Ltd.       1,000    $     56,970
    Yamanouchi
      Pharmaceutical Co.
      Ltd.                    6,000         190,011
                                       ------------
                                         12,993,996
                                       ------------
  KOREA -- 0.2%
    SK Telecom Co. Ltd.
      [ADR]                  22,114         306,833
                                       ------------
  MEXICO -- 1.2%
    Grupo Televisa SA
      [GDR]*                  2,940         120,540
    Telefonos de Mexico SA
      Cl-L [ADR]             17,520       1,327,140
                                       ------------
                                          1,447,680
                                       ------------
  NETHERLANDS -- 11.0%
    AEGON NV                  9,002         864,277
    ASM Lithography
      Holding NV*             6,599         278,560
    ASM Lithography
      Holding NV NY Reg.*     1,170          45,630
    Equant NV NY Reg.*        7,196         642,243
    Getronics NV             64,351       2,644,925
    Heineken NV              25,471       1,279,990
    ING Groep NV              9,612         592,856
    Koninklijke Ahold NV      2,773         103,120
    Koninklijke (Royal)
      Philips Electronics
      NV                     13,228       1,140,562
    Koninklijke (Royal)
      Philips Electronics
      NV NY Reg              16,062       1,371,293
    United Pan-Europe
      Communications NV*     23,881       1,236,723
    United Pan-Europe
      Communications NV
      [ADR]*                     30           1,528
    Wolters Kluwer NV        79,389       3,460,387
                                       ------------
                                         13,662,094
                                       ------------
  SPAIN -- 3.3%
    Argentaria Caja Postal
      Y Banco Hipotecario
      de Espana SA            8,577         201,989
    Banco Bilbao Vizcaya
      SA                     28,744         430,603
    Banco Santander
      Central Hispano SA     13,977         304,021
    Tele Pizza SA*            1,947          12,359
    Telefonica SA            59,015       2,769,001
    Telefonica SA [ADR]       2,060         287,168
    Telefonica SA Bonus
      Rights*                59,015          54,943
                                       ------------
                                          4,060,084
                                       ------------
  SWEDEN -- 5.7%
    Assa Abloy AB Cl-B       62,830       2,749,053
    Ericsson, (L.M.)
      Telephone Co. [ADR]    33,205         896,535
    Ericsson, (L.M.)
      Telephone Co. Cl-B     30,036         791,006
</TABLE>

<TABLE>
<CAPTION>
                            SHARES        VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                         <C>        <C>
    Modern Times Group AB
      Cl-B*                  25,007    $    514,365
    Pharmacia & Upjohn,
      Inc.                      594          33,052
    SAS Sverige AB              159           1,569
    Securitas AB Cl-B       130,808       1,944,053
    WM-Data AB Cl-B           2,310          85,141
                                       ------------
                                          7,014,774
                                       ------------
  SWITZERLAND -- 5.0%
    Adecco SA                   181          91,424
    Julius Baer Holdings
      AG Cl-B                   347       1,131,633
    Kuoni Reisen AG              58         205,721
    Roche Holding AG            140       1,649,709
    Swisscom AG*              3,880       1,427,173
    UBS AG                    3,570       1,214,661
    Zurich Allied AG            682         440,347
                                       ------------
                                          6,160,668
                                       ------------
  UNITED KINGDOM -- 9.5%
    Amvescap PLC             31,682         336,674
    British
      Telecommunications
      Co. PLC                48,453         814,467
    Capita Group PLC         52,223         552,853
    COLT Telecom Group
      PLC*                   75,972       1,420,163
    Compass Group PLC       131,500       1,348,707
    Energis PLC*             13,770         369,148
    Glaxo Wellcome PLC       13,243         391,908
    Hays PLC                 39,546         439,980
    Lloyds TSB Group PLC      2,869          46,217
    Logica PLC               54,494         522,935
    Orange PLC*              19,334         263,357
    Rentokil Initial PLC    121,367         714,722
    SEMA Group PLC           17,340         167,794
    SmithKline Beecham PLC  171,876       2,274,781
    SmithKline Beecham PLC
      [ADR]                   4,800         315,300
    TeleWest
      Communications PLC*   108,049         499,293
    Vodafone Group PLC       34,075         628,194
    WPP Group PLC            71,312         630,358
                                       ------------
                                         11,736,851
                                       ------------
TOTAL FOREIGN STOCK
  (Cost $87,557,244)                     97,166,035
                                       ------------
U.S. STOCK -- 7.1%
  AUTOMOBILE MANUFACTURERS -- 0.1%
    DaimlerChrysler AG*       1,271         124,796
                                       ------------
  BROADCASTING -- 2.0%
    United International
      Holdings, Inc. Cl-A*   40,690       2,431,228
                                       ------------
  CONGLOMERATES -- 1.4%
    Tyco International
      Ltd.                   21,660       1,759,875
                                       ------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                            SHARES        VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.2%
    Galileo Technology
      Ltd.*                  10,715    $    246,445
                                       ------------
  PHARMACEUTICALS -- 0.8%
    Pharmacia & Upjohn,
      Inc.                   18,500       1,036,000
                                       ------------
  TELECOMMUNICATIONS -- 2.6%
    AirTouch
      Communications,
      Inc.*                   5,975         557,916
    Global TeleSystems
      Group, Inc.*           16,665       1,101,973
    NTL, Inc.*               19,750       1,505,938
                                       ------------
                                          3,165,827
                                       ------------
TOTAL U.S. STOCK
  (Cost $7,481,551)                       8,764,171
                                       ------------
                              PAR
                             (000)
                            -------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 13.1%
    Federal Home Loan
      Mortgage Corp.
      4.82%, 05/03/99
  (Cost $16,195,662)        $16,200      16,195,662
                                       ------------
TOTAL INVESTMENTS -- 98.7%
  (Cost $111,234,457)                   122,125,868
OTHER ASSETS LESS
  LIABILITIES -- 1.3%                     1,605,555
                                       ------------
NET ASSETS -- 100.0%                   $123,731,423
                                       ============
</TABLE>

Foreign currency exchange contracts outstanding at April 30, 1999:

<TABLE>
<CAPTION>
                                                                   UNREALIZED
SETTLEMENT           CONTRACTS TO     IN EXCHANGE   CONTRACTS     APPRECIATION
MONTH        TYPE       RECEIVE           FOR        AT VALUE    (DEPRECIATION)
- -------------------------------------------------------------------------------
<S>          <C>    <C>               <C>           <C>          <C>
05/99        Buy       AUD  258,674   $  169,085    $  171,422      $  2,337
05/99        Buy       CAD  204,184      138,995       140,207         1,212
05/99        Buy      EUR 1,782,008    1,894,118     1,887,529        (6,589)
05/99        Buy      GBP   333,582      538,210       537,112        (1,098)
10/99        Buy      GBP 1,000,000    1,610,940     1,610,306          (634)
05/99        Buy       HKD  888,011      114,582       114,578            (4)
10/99        Buy    JPY 212,000,000    1,840,560     1,815,816       (24,744)
                                      ----------    ----------      --------
                                      $6,306,490    $6,276,970      $(29,520)
                                      ==========    ==========      ========
</TABLE>

<TABLE>
<CAPTION>
                                                                    UNREALIZED
SETTLEMENT           CONTRACTS TO     IN EXCHANGE    CONTRACTS     APPRECIATION
MONTH        TYPE       DELIVER           FOR        AT VALUE     (DEPRECIATION)
- --------------------------------------------------------------------------------
<S>          <C>    <C>               <C>           <C>           <C>
05/99        Sell      CAD  155,723   $   105,921   $   106,931      $ (1,010)
05/99        Sell     CHF   630,440       415,057       414,261           796
10/99        Sell     CHF   630,000       431,655       421,098        10,557
11/99        Sell     CHF   135,000        94,274        90,652         3,622
05/99        Sell     EUR   821,520       873,141       869,216         3,925
07/99        Sell     EUR 2,200,000     2,473,910     2,340,425       133,485
08/99        Sell     EUR 2,350,000     2,758,385     2,505,611       252,774
05/99        Sell     GBP   365,564       599,599       588,613        10,986
09/99        Sell     GBP 1,376,000     2,220,864     2,215,781         5,083
10/99        Sell     GBP 2,800,000     4,513,880     4,508,857         5,023
05/99        Sell    JPY 74,970,490       631,862       629,561         2,301
09/99        Sell    JPY 85,000,000       734,659       725,866         8,793
10/99        Sell   JPY 879,000,000     7,658,812     7,531,818       126,994
                                      -----------   -----------      --------
                                      $23,512,019   $22,948,690      $563,329
                                      ===========   ===========      ========
</TABLE>

The following is a breakdown of the foreign stock portion of the Fund, by
industry classification, as of April 30, 1999. Percentages are based on net
assets.

<TABLE>
<S>                                          <C>
INDUSTRY
- -------
Advertising                                   0.5%
Automobile Manufacturers                      2.3%
Automotive Parts                              0.1%
Beverages                                     1.9%
Broadcasting                                  0.1%
Business Services                             0.9%
Cable Television                              0.4%
Chemicals                                     0.5%
Clothing & Apparel                            0.2%
Computer Services & Software                  7.5%
Consumer Products & Services                  4.8%
Electronic Components & Equipment             3.1%
Entertainment & Leisure                       3.6%
Environmental Services                        2.7%
Financial -- Bank & Trust                     5.8%
Financial Services                            0.6%
Food                                          2.9%
Hotels & Motels                               0.2%
Industrial Products                           2.7%
Insurance                                     2.4%
Medical Supplies & Equipment                  0.2%
Metals & Mining                               2.2%
Oil & Gas                                     0.4%
Pharmaceuticals                               5.5%
Printing & Publishing                         3.4%
Telecommunications                           23.6%
                                             -----
TOTAL                                        78.5%
                                             =====
</TABLE>

- -------------------------------------------------------
Unless otherwise noted, all stocks are common stock.
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.

See Notes to Financial Statements.

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>

ASAF MARSICO
CAPITAL GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
COMMON STOCK -- 87.4%
  ADVERTISING -- 0.3%
    Young & Rubicam, Inc.*   24,089    $    959,043
                                       ------------
  AIRLINES -- 7.7%
    Delta Air Lines, Inc.    81,584       5,175,485
    Southwest Airlines Co.  241,722       7,871,073
    UAL Corp.*              118,462       9,565,806
                                       ------------
                                         22,612,364
                                       ------------
  AUTOMOBILE MANUFACTURERS -- 5.7%
    DaimlerChrysler AG*      25,713       2,524,695
    Ford Motor Co.           91,118       5,825,857
    General Motors Corp.     93,765       8,339,225
                                       ------------
                                         16,689,777
                                       ------------
  AUTOMOTIVE PARTS -- 0.5%
    Delphi Automotive
      Systems Corp.*         68,376       1,329,058
                                       ------------
  BEVERAGES -- 4.3%
    Anheuser-Busch
      Companies, Inc.       138,208      10,106,460
    Coca-Cola Enterprises,
      Inc.                   79,101       2,728,984
                                       ------------
                                         12,835,444
                                       ------------
  BROADCASTING -- 0.3%
    Clear Channel
      Communications,
      Inc.*                  13,530         940,335
                                       ------------
  COMPUTER HARDWARE -- 5.1%
    EMC Corp.*              137,312      14,958,426
                                       ------------
  COMPUTER SERVICES & SOFTWARE -- 4.8%
    Cisco Systems, Inc.*     28,349       3,233,558
    Critical Path, Inc.*      4,000         398,000
    Inktomi Corp.*           42,929       5,140,748
    Rhythms
      Netconnections,
      Inc.*                  25,000       2,062,500
    Sun Microsystems,
      Inc.*                  46,930       2,807,001
    Ziff-Davis, Inc.*        15,000         528,750
                                       ------------
                                         14,170,557
                                       ------------
  CONSTRUCTION -- 0.1%
    M.D.C. Holdings, Inc.    20,000         392,500
                                       ------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 2.5%
    General Electric Co.     68,959       7,275,174
                                       ------------
  ENTERTAINMENT & LEISURE -- 4.0%
    Time Warner, Inc.       170,418      11,929,260
                                       ------------
  EQUIPMENT
    SERVICES -- 2.4%
    Hertz Corp. Cl-A        119,172       7,113,079
                                       ------------
</TABLE>

<TABLE>
<CAPTION>
                             SHARES           VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                         <C>        <C>
  FINANCIAL -- BANK & TRUST -- 2.7%
    Chase Manhattan Corp.    79,997    $  6,619,752
    Northern Trust Corp.     13,571       1,263,799
                                       ------------
                                          7,883,551
                                       ------------
  FINANCIAL SERVICES -- 12.6%
    Associates First
      Capital Corp. Cl-A    142,435       6,311,651
    Citigroup, Inc.         192,756      14,504,889
    Fannie Mae              124,902       8,860,236
    Freddie Mac             107,041       6,716,823
    Providian Financial
      Corp.                   6,809         878,787
                                       ------------
                                         37,272,386
                                       ------------
  HEALTHCARE
    SERVICES -- 0.8%
    IMS Health, Inc.         80,368       2,411,040
                                       ------------
  HOTELS & MOTELS -- 1.5%
    Four Seasons Hotels,
      Inc.                  105,423       4,401,410
                                       ------------
  OFFICE EQUIPMENT -- 1.8%
    Xerox Corp.              90,844       5,337,085
                                       ------------
  OIL & GAS -- 1.6%
    Royal Dutch Petroleum
      Co.                    82,115       4,819,124
                                       ------------
  PHARMACEUTICALS -- 3.3%
    Monsanto Co.            124,417       5,629,869
    Pfizer, Inc.             17,618       2,027,171
    Schering-Plough Corp.    44,650       2,157,153
                                       ------------
                                          9,814,193
                                       ------------
  PRINTING & PUBLISHING -- 0.7%
    Houghton Mifflin Co.     44,564       1,988,668
                                       ------------
  RESTAURANTS -- 1.3%
    McDonald's Corp.         90,662       3,841,802
                                       ------------
  RETAIL & MERCHANDISING -- 5.0%
    CVS Corp.                21,973       1,046,464
    Dayton-Hudson Corp.      26,179       1,762,174
    Duane Reade, Inc.*       50,000       1,340,625
    Home Depot, Inc.        102,387       6,136,821
    Priceline.com, Inc.*      5,000         811,875
    Starbucks Corp.*         94,486       3,490,077
    Tiffany & Co.             2,825         237,300
                                       ------------
                                         14,825,336
                                       ------------
  SEMICONDUCTORS -- 0.7%
    Uniphase Corp.*          15,887       1,928,285
                                       ------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
TELECOMMUNICATIONS -- 17.7%
    AT&T Corp.               55,557    $  2,805,629
    Comcast Corp. Cl-A       42,270       2,776,611
    Lucent Technologies,
      Inc.                   64,750       3,893,094
    MediaOne Group, Inc.*   163,942      13,371,519
    QUALCOMM, Inc.*          73,634      14,726,800
    Qwest Communications
      International, Inc.*   87,170       7,447,587
    Sprint Corp. (PCS
      Group)*               168,538       7,141,798
                                       ------------
                                         52,163,038
                                       ------------
TOTAL COMMON STOCK
  (Cost $224,033,157)                   257,890,935
                                       ------------
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 10.6%
    Federal Home Loan Bank
      4.80%, 05/03/99
  (Cost $31,291,653)        $31,300    $ 31,291,653
                                       ------------
                             SHARES
                            -------
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment
      Cash Fund              52,336          52,336
    Temporary Investment
      Fund                   52,336          52,336
                                       ------------
  (Cost $104,672)                           104,672
                                       ------------
TOTAL INVESTMENTS -- 98.0%
  (Cost $255,429,482)                   289,287,260
OTHER ASSETS LESS
  LIABILITIES -- 2.0%                     5,829,271
                                       ------------
NET ASSETS -- 100.0%                   $295,116,531
                                       ============
</TABLE>

- -------------------------------------------------------
* Non-income producing security.

See Notes to Financial Statements.

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>

ASAF NEUBERGER BERMAN
MID-CAP GROWTH FUND

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
COMMON STOCK -- 90.0%
  ADVERTISING -- 1.1%
    Outdoor Systems, Inc.*     11,000    $   277,062
                                         -----------
  BROADCASTING -- 4.4%
    Chancellor Media
      Corp.*                   13,800        757,275
    Jones Intercable, Inc.
      Cl-A*                     8,200        380,275
                                         -----------
                                           1,137,550
                                         -----------
  BUSINESS SERVICES -- 1.7%
    International Network
      Services*                 5,000        190,000
    Waters Corp.*               2,400        252,300
                                         -----------
                                             442,300
                                         -----------
  CLOTHING & APPAREL -- 1.6%
    Abercrombie & Fitch
      Co. Cl-A*                 4,200        399,525
                                         -----------
  COMPUTER HARDWARE -- 1.3%
    Adaptec, Inc.*             14,400        346,500
                                         -----------
  COMPUTER SERVICES & SOFTWARE -- 14.5%
    AppliedTheory Corp.*          100          2,050
    BroadVision, Inc.*          2,100        121,931
    CheckFree Holdings
      Corp.*                    5,800        278,400
    Citrix Systems, Inc.*      15,500        658,750
    CMGI, Inc.*                   300         76,369
    DoubleClick, Inc.*            600         83,887
    Exodus Communications,
      Inc.*                     1,400        126,175
    Infoseek Corp.*             3,000        153,187
    Inktomi Corp.*                900        107,775
    Intuit, Inc.*               4,200        361,725
    Marimba, Inc.*                100          6,075
    Network Appliance,
      Inc.*                     7,300        367,281
    Novell, Inc.*              15,900        353,775
    Safeguard Scientifics,
      Inc.*                     3,000        243,000
    Siebel Systems, Inc.*       4,500        172,969
    USWeb Corp.*                4,300         96,481
    VERITAS Software
      Corp.*                    3,100        220,100
    Yahoo!, Inc.*               1,700        296,969
                                         -----------
                                           3,726,899
                                         -----------
  CONSTRUCTION -- 0.4%
    Lennar Corp.                4,400        106,425
                                         -----------
  CONSUMER PRODUCTS & SERVICES -- 1.8%
    Estee Lauder
      Companies, Inc. Cl-A      2,700        270,337
    Fortune Brands, Inc.        4,800        189,600
                                         -----------
                                             459,937
                                         -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 5.9%
    Altera Corp.*               5,300        382,925
    Gemstar International
      Group Ltd.*                 800         84,300
    KLA-Tencor Corp.*           5,500        272,937
</TABLE>

<TABLE>
<CAPTION>
                               SHARES          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                         <C>          <C>
    RF Micro Devices,
      Inc.*                     3,700    $   206,737
    Sanmina Corp.*              8,600        570,825
                                         -----------
                                           1,517,724
                                         -----------
  ENTERTAINMENT & LEISURE -- 1.1%
    SFX Entertainment,
      Inc. Cl-A*                4,700        290,225
                                         -----------
  ENVIRONMENTAL SERVICES -- 1.9%
    Republic Services,
      Inc. Cl-A*               23,500        483,219
                                         -----------
  FINANCIAL -- BANK & TRUST -- 1.1%
    State Street Boston
      Corp.*                    3,100        271,250
                                         -----------
  FINANCIAL SERVICES -- 10.7%
    Capital One Financial
      Corp.                     3,300        573,169
    Donaldson, Lufkin &
      Jenrette, Inc.            8,200        573,487
    E*TRADE Group, Inc.*        4,600        531,300
    FINOVA Group, Inc.          5,300        256,056
    Lehman Brothers
      Holdings, Inc.            3,200        177,800
    Nationwide Financial
      Services, Inc.            5,150        238,831
    Providian Financial
      Corp.                     3,100        400,094
                                         -----------
                                           2,750,737
                                         -----------
  FURNITURE -- 1.1%
    Furniture Brands
      International, Inc.*     11,500        288,219
                                         -----------
  HEALTHCARE SERVICES -- 1.6%
    Alternative Living
      Services, Inc.*           8,800        195,800
    McKesson HBOC, Inc.         6,300        220,500
                                         -----------
                                             416,300
                                         -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.5%
    Bard, (C.R.), Inc.          5,700        279,300
    VISX, Inc.*                   800        103,000
                                         -----------
                                             382,300
                                         -----------
  OFFICE EQUIPMENT -- 2.8%
    Office Depot, Inc.*        13,000        286,000
    Staples, Inc.*             14,550        436,500
                                         -----------
                                             722,500
                                         -----------
  OIL & GAS -- 2.2%
    Coastal Corp.               9,000        344,250
    Enron Oil & Gas Co.        12,200        231,800
                                         -----------
                                             576,050
                                         -----------
  PHARMACEUTICALS -- 6.4%
    Biogen, Inc.*               4,000        380,250
    Cardinal Health, Inc.       3,000        179,438
    Elan Corp. PLC [ADR]*       5,400        278,100
    Immunex Corp.*              3,900        372,450
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
    Mylan Laboratories,
      Inc.                      7,600    $   172,425
    Sepracor, Inc.*             3,100        261,950
                                         -----------
                                           1,644,613
                                         -----------
  PRINTING & PUBLISHING -- 1.3%
    Valassis
      Communications,
      Inc.*                     6,000        336,000
                                         -----------
  RAILROADS -- 1.6%
    Kansas City Southern
      Industries, Inc.          6,900        410,981
                                         -----------
  RESTAURANTS -- 0.9%
    Brinker International,
      Inc.*                     8,000        221,000
                                         -----------
  RETAIL & MERCHANDISING -- 7.3%
    Amazon.com, Inc.*           1,800        309,713
    Best Buy Co., Inc.*         4,500        214,875
    Costco Companies,
      Inc.*                     3,200        259,000
    Dollar Tree Stores,
      Inc.*                     6,200        226,300
    Linens 'n Things,
      Inc.*                     8,500        388,875
    TJX Companies, Inc.        14,600        486,363
                                         -----------
                                           1,885,126
                                         -----------
  SEMICONDUCTORS -- 3.0%
    PMC-Sierra, Inc.*           4,200        402,675
    Uniphase Corp.*             3,150        382,331
                                         -----------
                                             785,006
                                         -----------
  TELECOMMUNICATIONS -- 10.7%
    American Tower Corp.
      Cl-A*                     8,500        180,094
    Ascend Communications,
      Inc.*                     4,000        386,500
    Frontier Corp.              6,400        353,200
    ICG Communications,
      Inc.*                     8,100        178,706
</TABLE>

<TABLE>
<CAPTION>
                               SHARES          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                         <C>          <C>
    Intermedia
      Communications,
      Inc.*                     8,500    $   273,594
    NTL, Inc.*                  5,300        404,125
    RSL Communications
      Ltd. Cl-A*               11,900        389,725
    Tellabs, Inc.*              4,200        460,163
    WinStar
      Communications,
      Inc.*                     2,600        126,425
                                         -----------
                                           2,752,532
                                         -----------
  TRANSPORTATION -- 0.9%
    Avis Rent A Car, Inc.*      7,300        229,038
                                         -----------
  UTILITIES -- 1.2%
    Montana Power Co.           4,200        313,163
                                         -----------
TOTAL COMMON STOCK
  (Cost $20,529,564)                      23,172,181
                                         -----------
SHORT-TERM INVESTMENTS -- 8.2%
    Temporary Investment
      Cash Fund             1,054,197      1,054,197
    Temporary Investment
      Fund                  1,054,196      1,054,196
                                         -----------
  (Cost $2,108,393)                        2,108,393
                                         -----------

TOTAL INVESTMENTS -- 98.2%
  (Cost $22,637,957)                      25,280,574
OTHER ASSETS LESS LIABILITIES -- 1.8%        462,520
                                         -----------
NET ASSETS -- 100.0%                     $25,743,094
                                         ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>

ASAF NEUBERGER BERMAN
MID-CAP VALUE FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
COMMON STOCK -- 89.5%
  AEROSPACE -- 2.2%
    General Motors Corp.
      Cl-H*                    4,100    $   227,037
    Raytheon Co. Cl-A          2,300        159,131
                                        -----------
                                            386,168
                                        -----------
  AIRLINES -- 1.2%
    Continental Airlines,
      Inc. Cl-B*               4,800        207,300
                                        -----------
  AUTOMOBILE MANUFACTURERS -- 1.9%
    Navistar International
      Corp.*                   6,600        345,262
                                        -----------
  AUTOMOTIVE PARTS -- 3.7%
    AutoZone, Inc.*            9,200        276,000
    Lear Corp.*                8,500        389,937
                                        -----------
                                            665,937
                                        -----------
  BROADCASTING -- 2.2%
    AT&T Corp. Liberty
      Media Group Cl-A*        2,500        159,687
    Scripps, (E.W.) Co.
      Cl-A                     4,600        230,000
                                        -----------
                                            389,687
                                        -----------
  CHEMICALS -- 4.1%
    Hercules, Inc.             4,900        185,281
    Lyondell Chemical Co.     10,800        210,600
    Praxair, Inc.              6,500        336,375
                                        -----------
                                            732,256
                                        -----------
  COMPUTER HARDWARE -- 4.1%
    Hewlett-Packard Co.        2,800        220,850
    International Business
      Machines Corp.             800        167,350
    Quantum Corp.*            10,600        189,475
    Storage Technology
      Corp.*                   7,500        144,844
                                        -----------
                                            722,519
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 2.4%
    Computer Associates
      International, Inc.      5,500        234,781
    Parametric Technology
      Corp.*                  15,000        195,937
                                        -----------
                                            430,718
                                        -----------
  CONTAINERS & PACKAGING -- 1.3%
    Owens-Illinois, Inc.*      8,100        234,900
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 2.5%
    Tandy Corp.                3,200        231,800
    Teradyne, Inc.*            2,200        103,812
    Texas Instruments, Inc.    1,000        102,125
                                        -----------
                                            437,737
                                        -----------
  ENTERTAINMENT & LEISURE -- 1.2%
    Mirage Resorts, Inc.*      9,600        215,400
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                          <C>        <C>
  ENVIRONMENTAL SERVICES -- 1.8%
    Allied Waste
      Industries, Inc.*       18,300    $   323,681
                                        -----------
  FINANCIAL -- BANK & TRUST -- 7.4%
    Bank One Corp.             4,500        265,500
    BankBoston Corp.           4,100        200,900
    Chase Manhattan Corp.      2,500        206,875
    Countrywide Credit
      Industries, Inc.         6,500        294,531
    North Fork
      Bancorporation, Inc.     6,000        135,000
    Valley National
      Bancorporation           7,500        216,094
                                        -----------
                                          1,318,900
                                        -----------
  FINANCIAL SERVICES -- 8.3%
    AMBAC Financial Group,
      Inc.                     1,500         90,562
    Bear Stearns Companies,
      Inc.                     5,800        270,425
    Dun & Bradstreet Corp.    13,100        481,425
    FINOVA Group, Inc.         4,200        202,912
    MBIA, Inc.                 1,700        114,325
    SLM Holding Corp.          7,400        315,887
                                        -----------
                                          1,475,536
                                        -----------
  FOOD -- 1.6%
    ConAgra, Inc.              3,800         94,525
    Nabisco Holdings Corp.
      Cl-A                     3,400        128,562
    Sara Lee Corp.             2,700         60,075
                                        -----------
                                            283,162
                                        -----------
  HEALTHCARE SERVICES -- 1.9%
    McKesson HBOC, Inc.        2,400         84,000
    Tenet Healthcare Corp.*   10,700        252,788
                                        -----------
                                            336,788
                                        -----------
  HOTELS & MOTELS -- 0.3%
    Host Marriott Corp.
      [REIT]                   4,200         55,913
                                        -----------
  INSURANCE -- 5.3%
    Ace, Ltd.                 11,300        341,825
    CIGNA Corp.                4,600        401,063
    Cincinnati Financial
      Corp.                    4,800        193,800
                                        -----------
                                            936,688
                                        -----------
  MACHINERY & EQUIPMENT -- 1.3%
    McDermott
      International, Inc.      8,300        240,700
                                        -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 4.2%
    Baxter International,
      Inc.                     2,000        126,000
    Becton Dickinson & Co.     7,800        290,063
    Centocor, Inc.*            7,400        328,375
                                        -----------
                                            744,438
                                        -----------
  METALS & MINING -- 0.4%
    AK Steel Holding Corp.     3,000         78,000
                                        -----------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
OFFICE EQUIPMENT -- 0.9%
    Xerox Corp.                2,800    $   164,500
                                        -----------
  OIL & GAS -- 3.9%
    Apache Corp.               1,400         42,963
    Coastal Corp.              5,800        221,850
    Nicor, Inc.                3,700        134,588
    Tosco Corp.                9,200        246,100
    USX-Marathon Group,
      Inc.                     1,400         43,750
                                        -----------
                                            689,251
                                        -----------
  PAPER & FOREST PRODUCTS -- 2.3%
    Fort James Corp.          10,800        410,400
                                        -----------
  PHARMACEUTICALS -- 1.3%
    ALZA Corp.*                6,900        231,581
                                        -----------
  PRINTING & PUBLISHING -- 1.2%
    Belo, (A.H.) Corp. Cl-A    9,800        211,925
                                        -----------
  RAILROADS -- 1.0%
    Burlington Northern
      Santa Fe Corp.           4,700        172,138
                                        -----------
  REAL ESTATE -- 1.5%
    Indymac Mortgage
      Holdings, Inc. [REIT]   16,300        268,950
                                        -----------
  RETAIL & MERCHANDISING -- 4.1%
    Consolidated Stores
      Corp.*                   5,800        199,375
    Harcourt General, Inc.     4,600        219,363
    Rite Aid Corp.            13,700        319,381
                                        -----------
                                            738,119
                                        -----------
  TELECOMMUNICATIONS -- 7.3%
    Bell Atlantic Corp.        2,700        155,588
    Loral Space &
      Communications Corp.*    8,600        167,700
    MCI WorldCom, Inc.*        2,400        197,250
    MediaOne Group, Inc.*      2,700        220,219
    Nortel Networks Corp.      4,300        293,206
    Shaw Communications,
      Inc. Cl-B                1,800         72,900
    Williams Companies,
      Inc.                     4,200        198,450
                                        -----------
                                          1,305,313
                                        -----------
  UTILITIES -- 6.7%
    GPU, Inc.                  2,400         91,500
    Illinova Corp.             4,300        112,875
    New Century Energies,
      Inc.                     3,600        126,000
    Niagara Mohawk
      Holdings, Inc.*          9,700        129,738
    PECO Energy Co.            1,800         85,388
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                          <C>        <C>
    Texas Utilities Co.        5,000    $   198,750
    UGI Corp.                 10,500        180,469
    Unicom Corp.               7,000        271,688
                                        -----------
                                          1,196,408
                                        -----------
TOTAL COMMON STOCK
  (Cost $14,423,124)                     15,950,275
                                        -----------
PREFERRED STOCK -- 1.3%
  BROADCASTING
    News Corp. Ltd. [ADR]
  (Cost $218,773)              7,800        238,388
                                        -----------
SHORT-TERM INVESTMENTS -- 7.7%
    Temporary Investment
      Cash Fund              684,510        684,510
    Temporary Investment
      Fund                   684,510        684,510
                                        -----------
  (Cost $1,369,020)                       1,369,020
                                        -----------

TOTAL INVESTMENTS -- 98.5%
  (Cost $16,010,917)                     17,557,683
OTHER ASSETS LESS
  LIABILITIES -- 1.5%                       273,892
                                        -----------
NET ASSETS -- 100.0%                    $17,831,575
                                        ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.
DEFINITION OF ABBREVIATIONS

THE FOLLOWING ABBREVIATIONS ARE USED THROUGHOUT THE SCHEDULES OF INVESTMENTS:

SECURITY DESCRIPTIONS:

<TABLE>
<S>   <C>  <C>
ADR   --   American Depositary Receipt
CVT   --   Convertible Security
GDR   --   Global Depositary Receipt
PIK   --   Payment in Kind Security
REIT  --   Real Estate Investment Trust
STEP  --   Stepped Coupon Bond (Rates shown are the
           effective yields at purchase date.)
COUNTRIES/CURRENCIES:
AUD   --   Australia/Australian Dollar
CAD   --   Canada/Canadian Dollar
CHF   --   Switzerland/Swiss Franc
EUR   --   Europe/Euro Currency
GBP   --   United Kingdom/British Pound
HKD   --   Hong Kong/Hong Kong Dollar
ITL   --   Italy/Italian Lira
JPY   --   Japan/Japanese Yen
</TABLE>

See Notes to Financial Statements.

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


<PAGE>

APRIL 30, 1999

(UNAUDITED)
STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        ASAF                           ASAF           ASAF
                                                      FOUNDERS          ASAF          T. ROWE       AMERICAN
                                                   INTERNATIONAL        JANUS       PRICE SMALL      CENTURY
                                                       SMALL          SMALL-CAP       COMPANY       STRATEGIC
                                                   CAPITALIZATION      GROWTH          VALUE        BALANCED
                                                        FUND            FUND           FUND           FUND
                                                   --------------    -----------    -----------    -----------
<S>                                                <C>               <C>            <C>            <C>
ASSETS:
  Investments in Securities at Value (A)             $8,489,998      $45,696,267    $54,821,939    $70,353,313
  Cash                                                      758               --             --             --
  Foreign Currency (B)                                       --               --             --             --
  Receivable For:
    Securities Sold                                      32,111          187,855         65,437         54,833
    Dividends and Interest                                7,735            1,343         44,841        364,029
    Fund Shares Sold                                     56,443        1,593,715        299,563      1,057,023
  Unrealized Appreciation on Foreign Currency
    Exchange Contracts                                       67               --             --             --
  Receivable from Investment Manager                     13,242           36,940         30,197          5,094
  Deferred Organization Costs                            47,971           47,971         47,971         47,971
  Prepaid Expenses                                       21,828           24,785         29,493         26,749
                                                     ----------      -----------    -----------    -----------
      Total Assets                                    8,670,153       47,588,876     55,339,441     71,909,012
                                                     ----------      -----------    -----------    -----------
LIABILITIES:
  Cash Overdraft                                             --               --             --             --
  Payable to Investment Manager                              --               --             --             --
  Unrealized Depreciation on Foreign Currency
    Exchange Contracts                                       --               --             --             --
  Payable For:
    Securities Purchased                                     --        1,010,662        431,957      1,012,558
    Fund Shares Redeemed                                     --              267          6,891          8,267
    Distribution Fees                                     6,326           27,104         38,272         47,503
    Accrued Expenses and Other Liabilities               46,133           42,832         60,606         45,396
                                                     ----------      -----------    -----------    -----------
      Total Liabilities                                  52,459        1,080,865        537,726      1,113,724
                                                     ----------      -----------    -----------    -----------
NET ASSETS                                           $8,617,694      $46,508,011    $54,801,715    $70,795,288
                                                     ==========      ===========    ===========    ===========
COMPONENTS OF NET ASSETS
Capital Stock                                        $      716      $     3,641    $     6,074    $     5,617
Additional Paid-In Capital                            7,747,497       39,733,679     59,648,414     65,355,823
Undistributed Net Investment Income (Loss)              (69,720)        (162,056)       (69,442)       136,940
Accumulated Net Realized Gain (Loss)
  on Investments                                       (311,631)          36,159       (441,869)     1,850,314
Net Unrealized Appreciation (Depreciation)
  on Investments                                      1,250,832        6,896,588     (4,341,462)     3,446,594
                                                     ----------      -----------    -----------    -----------
NET ASSETS                                           $8,617,694      $46,508,011    $54,801,715    $70,795,288
                                                     ==========      ===========    ===========    ===========
(A) Investments at Cost                              $7,238,987      $38,799,663    $59,163,401    $66,904,122
                                                     ==========      ===========    ===========    ===========
(B) Foreign Currency at Cost                         $       --      $        --    $        --    $        --
                                                     ==========      ===========    ===========    ===========
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                                        ASAF                           ASAF           ASAF
                                                      FOUNDERS          ASAF          T. ROWE       AMERICAN
                                                   INTERNATIONAL        JANUS       PRICE SMALL      CENTURY
                                                       SMALL          SMALL-CAP       COMPANY       STRATEGIC
                                                   CAPITALIZATION      GROWTH          VALUE        BALANCED
                                                        FUND            FUND           FUND           FUND
                                                   --------------    -----------    -----------    -----------
<S>                                                <C>               <C>            <C>            <C>
NET ASSET VALUE:
  Class A: Net Assets                                $1,224,015      $12,807,292    $ 9,656,435    $14,023,357
                                                     ----------      -----------    -----------    -----------
           Shares Outstanding                           101,037          996,242      1,066,075      1,109,834
                                                     ----------      -----------    -----------    -----------
           Net Asset Value and Redemption Price
             Per Share                               $    12.11      $     12.86    $      9.06    $     12.64
                                                     ==========      ===========    ===========    ===========
             Divided by (1 - Maximum
               Sales Charge)                                 95%              95%            95%            95%
                                                     ----------      -----------    -----------    -----------
           Offering Price Per Share*                 $    12.75      $     13.54    $      9.54    $     13.31
                                                     ==========      ===========    ===========    ===========
  Class B: Net Assets                                $2,541,201      $15,747,225    $19,836,112    $30,428,570
                                                     ----------      -----------    -----------    -----------
           Shares Outstanding                           211,123        1,236,752      2,199,964      2,415,245
                                                     ----------      -----------    -----------    -----------
           Net Asset Value, Offering and
             Redemption Price Per Share              $    12.04      $     12.73    $      9.02    $     12.60
                                                     ==========      ===========    ===========    ===========
  Class C: Net Assets                                $1,409,451      $ 8,875,288    $11,664,334    $12,304,686
                                                     ----------      -----------    -----------    -----------
           Shares Outstanding                           117,182          695,950      1,294,237        976,789
                                                     ----------      -----------    -----------    -----------
           Net Asset Value, Offering and
             Redemption Price Per Share              $    12.03      $     12.75    $      9.01    $     12.60
                                                     ==========      ===========    ===========    ===========
  Class X: Net Assets                                $3,443,027      $ 9,078,206    $13,644,834    $14,038,675
                                                     ----------      -----------    -----------    -----------
           Shares Outstanding                           286,277          712,137      1,513,721      1,114,741
                                                     ----------      -----------    -----------    -----------
           Net Asset Value, Offering and
             Redemption Price Per Share              $    12.03      $     12.75    $      9.01    $     12.59
                                                     ==========      ===========    ===========    ===========
</TABLE>

* On sales of $50,000 or more, the offering price of Class A shares is reduced.

See Notes to Financial Statements.


<PAGE>

APRIL 30, 1999

(UNAUDITED)
STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      ASAF           ASAF           ASAF            ASAF
                                                    FEDERATED     OPPENHEIMER    LORD ABBETT       JANUS
                                                   HIGH YIELD      LARGE-CAP     GROWTH AND       OVERSEAS
                                                      BOND          GROWTH         INCOME          GROWTH
                                                      FUND           FUND           FUND            FUND
                                                   -----------    -----------    -----------    ------------
<S>                                                <C>            <C>            <C>            <C>
ASSETS:
  Investments in Securities at Value (A)           $95,780,453    $37,814,194    $77,666,182    $122,125,868
  Cash                                                      --            --              --              --
  Foreign Currency (B)                                      --            --              --              53
  Receivable For:
    Securities Sold                                         --            --         485,817       1,266,674
    Dividends and Interest                           1,755,107         4,344         100,608         142,052
    Fund Shares Sold                                 1,419,714       453,748       1,024,284       2,888,490
  Unrealized Appreciation on Foreign Currency
    Exchange Contracts                                      --            --              --         567,888
  Receivable from Investment Manager                        --         2,580              --              --
  Deferred Organization Costs                           47,971            --              --              --
  Prepaid Expenses                                      94,665        22,517          20,140          27,908
                                                   -----------    -----------    -----------    ------------
      Total Assets                                  99,097,910    38,297,383      79,297,031     127,018,933
                                                   -----------    -----------    -----------    ------------
LIABILITIES:
  Cash Overdraft                                            --            --              --          95,484
  Payable to Investment Manager                         12,428            --           1,293          14,242
  Unrealized Depreciation on Foreign Currency
    Exchange Contracts                                      --            --              --          34,079
  Payable For:
    Securities Purchased                               659,191        17,446       1,985,512       3,035,763
    Fund Shares Redeemed                               179,524            --           6,984           6,594
    Distribution Fees                                  135,279        27,707          52,794          83,016
    Accrued Expenses and Other Liabilities             646,042        38,830          16,491          18,332
                                                   -----------    -----------    -----------    ------------
      Total Liabilities                              1,632,464        83,983       2,063,074       3,287,510
                                                   -----------    -----------    -----------    ------------
NET ASSETS                                         $97,465,446    $38,213,400    $77,233,957    $123,731,423
                                                   ===========    ===========    ===========    ============
COMPONENTS OF NET ASSETS
Capital Stock                                      $     9,712    $    3,081     $     6,204    $     10,345
Additional Paid-In Capital                          96,447,764    35,127,136      68,570,273     116,739,632
Undistributed Net Investment Income (Loss)                  --      (371,493)         10,331        (485,373)
Accumulated Net Realized Gain (Loss) on
  Investments                                          (79,363)    1,596,785      (1,841,310)     (3,960,838)
Net Unrealized Appreciation (Depreciation) on
  Investments                                        1,087,333     1,857,891      10,488,459      11,427,657
                                                   -----------    -----------    -----------    ------------
NET ASSETS                                         $97,465,446    $38,213,400    $77,233,957    $123,731,423
                                                   ===========    ===========    ===========    ============
(A) Investments at Cost                            $94,693,120    $35,956,303    $67,177,723    $111,234,404
                                                   ===========    ===========    ===========    ============
(B) Foreign Currency at Cost                       $        --    $       --     $        --    $         53
                                                   ===========    ===========    ===========    ============
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                                      ASAF           ASAF           ASAF            ASAF
                                                    FEDERATED     OPPENHEIMER    LORD ABBETT       JANUS
                                                   HIGH YIELD      LARGE-CAP     GROWTH AND       OVERSEAS
                                                      BOND          GROWTH         INCOME          GROWTH
                                                      FUND           FUND           FUND            FUND
                                                   -----------    -----------    -----------    ------------
<S>                                                <C>            <C>            <C>            <C>
NET ASSET VALUE:
  Class A: Net Assets                              $15,451,290    $5,517,660     $14,589,599    $ 29,356,023
                                                   -----------    -----------    -----------    ------------
           Shares Outstanding                        1,540,235       443,115       1,172,083       2,442,426
                                                   -----------    -----------    -----------    ------------
           Net Asset Value and Redemption
             Price Per Share                       $     10.03    $    12.45     $     12.45    $      12.02
                                                   ===========    ===========    ===========    ============
             Divided by (1 - Maximum
               Sales Charge)                            95 3/4%           95%             95%             95%
                                                   -----------    -----------    -----------    ------------
           Offering Price Per Share*               $     10.48    $    13.11     $     13.11    $      12.65
                                                   ===========    ===========    ===========    ============
  Class B: Net Assets                              $49,646,152    $17,411,364    $31,179,452    $ 45,306,020
                                                   -----------    -----------    -----------    ------------
           Shares Outstanding                        4,946,591     1,403,182       2,503,310       3,794,233
                                                   -----------    -----------    -----------    ------------
           Net Asset Value, Offering and
             Redemption Price Per Share            $     10.04    $    12.41     $     12.46    $      11.94
                                                   ===========    ===========    ===========    ============
  Class C: Net Assets                              $12,718,199    $5,102,498     $12,568,516    $ 26,912,844
                                                   -----------    -----------    -----------    ------------
           Shares Outstanding                        1,267,216       412,485       1,010,442       2,251,287
                                                   -----------    -----------    -----------    ------------
           Net Asset Value, Offering and
             Redemption Price Per Share            $     10.04    $    12.37     $     12.44    $      11.95
                                                   ===========    ===========    ===========    ============
  Class X: Net Assets                              $19,649,805    $10,181,878    $18,896,390    $ 22,156,536
                                                   -----------    -----------    -----------    ------------
           Shares Outstanding                        1,958,309       822,660       1,518,333       1,856,872
                                                   -----------    -----------    -----------    ------------
           Net Asset Value, Offering and
             Redemption Price Per Share            $     10.03    $    12.38     $     12.45    $      11.93
                                                   ===========    ===========    ===========    ============
</TABLE>

* On sales of $50,000 or more, the offering price of Class A shares is reduced.

See Notes to Financial Statements.


<PAGE>

APRIL 30, 1999

(UNAUDITED)
STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 ASAF           ASAF
                                                                  ASAF         NEUBERGER      NEUBERGER
                                                                MARSICO         BERMAN         BERMAN
                                                                CAPITAL         MID-CAP        MID-CAP
                                                                 GROWTH         GROWTH          VALUE
                                                                  FUND           FUND           FUND
                                                              ------------    -----------    -----------
<S>                                                           <C>             <C>            <C>
ASSETS:
  Investments in Securities at Value (A)                      $289,287,260    $25,280,574    $17,557,683
  Cash                                                                  --             --             --
  Foreign Currency (B)                                                  --             --             --
  Receivable For:
    Securities Sold                                                     --        161,832             --
    Dividends and Interest                                         139,738          8,300         22,849
    Fund Shares Sold                                             6,076,202        456,533        556,932
  Unrealized Appreciation on Foreign Currency Exchange
    Contracts                                                           --             --             --
  Receivable from Investment Manager                                    --         13,614         13,805
  Deferred Organization Costs                                           --             --             --
  Prepaid Expenses                                                 101,850         36,993         35,812
                                                              ------------    -----------    -----------
      Total Assets                                             295,605,050     25,957,846     18,187,081
                                                              ------------    -----------    -----------
LIABILITIES:
  Cash Overdraft                                                        --             --             --
  Payable to Investment Manager                                     55,622             --             --
  Unrealized Depreciation on Foreign Currency Exchange
    Contracts                                                           --             --             --
  Payable For:
    Securities Purchased                                                --        163,210        308,155
    Fund Shares Redeemed                                            41,953             --             --
    Distribution Fees                                              196,130         17,225         11,472
    Accrued Expenses and Other Liabilities                         194,814         34,317         35,879
                                                              ------------    -----------    -----------
      Total Liabilities                                            488,519        214,752        355,506
                                                              ------------    -----------    -----------
NET ASSETS                                                    $295,116,531    $25,743,094    $17,831,575
                                                              ============    ===========    ===========
COMPONENTS OF NET ASSETS
Capital Stock                                                 $     21,729    $     1,792    $     1,473
Additional Paid-In Capital                                     256,024,550     24,157,342     15,816,536
Undistributed Net Investment Income (Loss)                        (663,287)       (98,286)        (5,036)
Accumulated Net Realized Gain (Loss) on Investments              5,875,761       (960,371)       471,836
Net Unrealized Appreciation (Depreciation) on Investments       33,857,778      2,642,617      1,546,766
                                                              ------------    -----------    -----------
NET ASSETS                                                    $295,116,531    $25,743,094    $17,831,575
                                                              ============    ===========    ===========
(A) Investments at Cost                                       $255,429,482    $22,637,957    $16,010,917
                                                              ============    ===========    ===========
(B) Foreign Currency at Cost                                  $         --    $        --    $        --
                                                              ============    ===========    ===========
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                                                                 ASAF           ASAF
                                                                  ASAF         NEUBERGER      NEUBERGER
                                                                MARSICO         BERMAN         BERMAN
                                                                CAPITAL         MID-CAP        MID-CAP
                                                                 GROWTH         GROWTH          VALUE
                                                                  FUND           FUND           FUND
                                                              ------------    -----------    -----------
<S>                                                           <C>             <C>            <C>
NET ASSET VALUE:
  Class A: Net Assets                                         $ 55,759,458    $ 5,414,136    $ 3,666,538
                                                              ------------    -----------    -----------
           Shares Outstanding                                    4,096,278        375,524        302,591
                                                              ------------    -----------    -----------
           Net Asset Value and Redemption
             Price Per Share                                  $      13.61    $     14.42    $     12.12
                                                              ============    ===========    ===========
             Divided by (1 - Maximum Sales Charge)                      95%            95%            95%
                                                              ------------    -----------    -----------
           Offering Price Per Share*                          $      14.33    $     15.18    $     12.76
                                                              ============    ===========    ===========
  Class B: Net Assets                                         $137,619,057    $10,706,429    $ 8,583,942
                                                              ------------    -----------    -----------
           Shares Outstanding                                   10,132,409        745,897        709,233
                                                              ------------    -----------    -----------
           Net Asset Value, Offering and
             Redemption Price Per Share                       $      13.58    $     14.35    $     12.10
                                                              ============    ===========    ===========
  Class C: Net Assets                                         $ 70,879,774    $ 5,896,892    $ 3,479,287
                                                              ------------    -----------    -----------
           Shares Outstanding                                    5,224,364        410,650        287,524
                                                              ------------    -----------    -----------
           Net Asset Value, Offering and
             Redemption Price Per Share                       $      13.57    $     14.36    $     12.10
                                                              ============    ===========    ===========
  Class X: Net Assets                                         $ 30,858,242    $ 3,725,637    $ 2,101,808
                                                              ------------    -----------    -----------
           Shares Outstanding                                    2,275,653        259,666        173,828
                                                              ------------    -----------    -----------
           Net Asset Value, Offering and
             Redemption Price Per Share                       $      13.56    $     14.35    $     12.09
                                                              ============    ===========    ===========
</TABLE>

* On sales of $50,000 or more, the offering price of Class A shares is reduced.

See Notes to Financial Statements.


<PAGE>

APRIL 30, 1999

(UNAUDITED)
STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          ASAF            ASAF           ASAF           ASAF          ASAF
                                      T. ROWE PRICE      JANUS         INVESCO         TOTAL           JPM
                                      INTERNATIONAL     CAPITAL         EQUITY         RETURN         MONEY
                                         EQUITY          GROWTH         INCOME          BOND         MARKET
                                          FUND            FUND           FUND           FUND          FUND
                                      -------------   ------------   ------------   ------------   -----------
<S>                                   <C>             <C>            <C>            <C>            <C>
ASSETS:
  Investments in corresponding
    Portfolios of American Skandia
    Master Trust (A)                   $18,805,296    $691,953,217   $112,775,336   $101,022,552   $81,765,205
  Receivable for Investments Sold in
    Corresponding Portfolios of
    American Skandia Master Trust               --      20,938,400         29,324         92,902       107,234
  Receivable for Fund Shares Sold          123,261         148,711      1,187,833      1,943,819     3,113,723
  Receivable from Investment Manager        20,003              --             --             --            --
  Deferred Organization Costs               45,598          45,598         45,598         45,598        45,598
  Prepaid Expenses                          20,205          61,253         26,369         26,400        37,818
                                       -----------    ------------   ------------   ------------   -----------
       Total Assets                     19,014,363     713,147,179    114,064,460    103,131,271    85,069,578
                                       -----------    ------------   ------------   ------------   -----------
LIABILITIES:
  Payable for Investments Purchased
    in Corresponding Portfolios of
    American Skandia Master Trust          123,261      20,938,400      1,187,833      1,943,819     3,113,723
  Payable to Investment Manager             12,782          94,983         29,981         29,124         7,311
  Payable For:
    Fund Shares Redeemed                        --         148,711         29,324         92,902       107,234
    Accrued Dividends                           --              --             --        381,047            --
    Accrued Expenses and Other
       Liabilities                          20,485         248,860         42,168         39,504        51,778
                                       -----------    ------------   ------------   ------------   -----------
       Total Liabilities                   156,528      21,430,954      1,289,306      2,486,396     3,280,046
                                       -----------    ------------   ------------   ------------   -----------
NET ASSETS                             $18,857,835    $691,716,225   $112,775,154   $100,644,875   $81,789,532
                                       ===========    ============   ============   ============   ===========
COMPONENTS OF NET ASSETS
Capital Stock                          $     1,770    $     36,670   $      8,327   $      9,707   $    81,787
Additional Paid-In Capital              17,296,856     589,688,164     99,514,417    102,103,376    81,705,626
Undistributed Net Investment Income
  (Loss)                                  (150,967)     (2,276,045)       292,009             42            77
Accumulated Net Realized Gain (Loss)
  on Investments                          (249,519)     (5,405,985)       769,487       (941,107)        2,042
Net Unrealized Appreciation
  (Depreciation) on Investments          1,959,695     109,673,421     12,190,914       (527,143)           --
                                       -----------    ------------   ------------   ------------   -----------
NET ASSETS                             $18,857,835    $691,716,225   $112,775,154   $100,644,875   $81,789,532
                                       ===========    ============   ============   ============   ===========
(A) Investments at Cost                $16,845,601    $582,279,796   $100,584,422   $101,549,695   $81,765,205
                                       ===========    ============   ============   ============   ===========
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                            ASAF            ASAF           ASAF          ASAF          ASAF
                                        T. ROWE PRICE      JANUS         INVESCO         TOTAL          JPM
                                        INTERNATIONAL     CAPITAL         EQUITY        RETURN         MONEY
                                           EQUITY          GROWTH         INCOME         BOND         MARKET
                                            FUND            FUND           FUND          FUND          FUND
                                        -------------   ------------   ------------   -----------   -----------
<S>                                     <C>             <C>            <C>            <C>           <C>
NET ASSET VALUE:
  Class A: Net Assets                    $ 3,243,924    $133,537,628   $19,819,683    $14,814,187   $19,568,464
                                         -----------    ------------   -----------    -----------   -----------
           Shares Outstanding                310,621       6,436,823     1,464,661      1,416,086    19,568,000
                                         -----------    ------------   -----------    -----------   -----------
           Net Asset Value and
             Redemption Price Per
             Share                       $     10.44    $      20.75   $     13.53    $     10.46   $      1.00
                                         ===========    ============   ===========    ===========   ===========
             Divided by
             (1 - Maximum
               Sales Charge)                      95%             95%           95%        95 3/4%          100%
                                         -----------    ------------   -----------    -----------   -----------
           Offering Price Per Share*     $     10.99    $      21.84   $     14.24    $     10.92   $      1.00
                                         ===========    ============   ===========    ===========   ===========
  Class B: Net Assets                    $ 5,903,520    $336,035,808   $45,105,497    $50,075,722   $31,328,343
                                         -----------    ------------   -----------    -----------   -----------
           Shares Outstanding                551,815      18,196,955     3,329,436      4,837,621    31,327,422
                                         -----------    ------------   -----------    -----------   -----------
           Net Asset Value,
             Offering and Redemption
             Price Per Share             $     10.70    $      18.47   $     13.55    $     10.35   $      1.00
                                         ===========    ============   ===========    ===========   ===========
  Class C: Net Assets                    $ 3,459,380    $127,522,742   $20,191,232    $18,467,977   $13,159,559
                                         -----------    ------------   -----------    -----------   -----------
           Shares Outstanding                324,010       6,917,898     1,490,369      1,784,613    13,159,189
                                         -----------    ------------   -----------    -----------   -----------
           Net Asset Value,
             Offering and Redemption
             Price Per Share             $     10.68    $      18.43   $     13.55    $     10.35   $      1.00
                                         ===========    ============   ===========    ===========   ===========
  Class X: Net Assets                    $ 6,251,011    $ 94,620,047   $27,658,742    $17,286,989   $17,733,166
                                         -----------    ------------   -----------    -----------   -----------
           Shares Outstanding                583,214       5,118,390     2,042,691      1,668,949    17,732,799
                                         -----------    ------------   -----------    -----------   -----------
           Net Asset Value,
             Offering and Redemption
             Price Per Share             $     10.72    $      18.49   $     13.54    $     10.36   $      1.00
                                         ===========    ============   ===========    ===========   ===========
</TABLE>

* The offering price of Class A shares is reduced on sales of $50,000 or more,
  with the exception of the Money Market Fund.

See Notes to Financial Statements.


<PAGE>

FOR THE SIX MONTHS ENDED APRIL 30, 1999

(UNAUDITED)
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       ASAF                          ASAF           ASAF
                                                     FOUNDERS          ASAF         T. ROWE       AMERICAN
                                                  INTERNATIONAL       JANUS       PRICE SMALL     CENTURY
                                                      SMALL         SMALL-CAP       COMPANY      STRATEGIC
                                                  CAPITALIZATION      GROWTH         VALUE        BALANCED
                                                       FUND            FUND          FUND           FUND
                                                  --------------    ----------    -----------    ----------
<S>                                               <C>               <C>           <C>            <C>
INVESTMENT INCOME:
  Interest                                          $   29,301      $  109,573    $    6,946     $  450,917
  Dividends                                             12,210           4,170       530,968        124,300
  Foreign Taxes Withheld                                (1,342)             --            --            (31)
                                                    ----------      ----------    ----------     ----------
       Total Investment Income                          40,169         113,743       537,914        575,186
                                                    ----------      ----------    ----------     ----------
EXPENSES:
  Advisory Fees                                         38,416          93,957       241,813        186,059
  Shareholder Servicing Fees                            58,661          77,173       147,145         80,620
  Administration and Accounting Fees                    27,751          27,924        54,000         40,424
  Custodian Fees                                        10,010           7,442        26,782          7,718
  Distribution Fees -- Class A                           2,645          11,172        20,735         18,759
  Distribution Fees -- Class B                           9,680          32,466        83,948         81,672
  Distribution Fees -- Class C                           5,468          20,348        50,625         35,878
  Distribution Fees -- Class X                          14,484          29,240        65,771         51,666
  Professional Fees                                        772           2,187         5,443          4,384
  Organization Costs                                     6,403           6,403         6,403          6,403
  Directors' Fees                                          275             766         1,950          1,548
  Registration Fees                                     17,333          21,294        28,766         25,891
  Miscellaneous Expenses                                 3,453           3,330         4,624          4,072
                                                    ----------      ----------    ----------     ----------
       Total Expenses                                  195,351         333,702       738,005        545,094
       Less: Reimbursement of
         Expenses by Investment Manager               (107,196)       (115,201)     (214,659)      (129,713)
         Waiver of Fees by Investment
           Manager                                          --              --            --             --
                                                    ----------      ----------    ----------     ----------
       Net Expenses                                     88,155         218,501       523,346        415,381
                                                    ----------      ----------    ----------     ----------
Net Investment Income (Loss)                           (47,986)       (104,758)       14,568        159,805
                                                    ----------      ----------    ----------     ----------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                                       ASAF                          ASAF           ASAF
                                                     FOUNDERS          ASAF         T. ROWE       AMERICAN
                                                  INTERNATIONAL       JANUS       PRICE SMALL     CENTURY
                                                      SMALL         SMALL-CAP       COMPANY      STRATEGIC
                                                  CAPITALIZATION      GROWTH         VALUE        BALANCED
                                                       FUND            FUND          FUND           FUND
                                                  --------------    ----------    -----------    ----------
<S>                                               <C>               <C>           <C>            <C>
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS:
  Net Realized Gain (Loss) on:
    Securities                                        (100,547)        897,378       (68,582)     3,038,112
    Futures Contracts                                       --              --            --             --
    Written Options Contracts                               --              --            --             --
    Foreign Currency Transactions                       (7,705)           (466)           --         21,064
                                                    ----------      ----------    ----------     ----------
  Net Realized Gain (Loss)                            (108,252)        896,912       (68,582)     3,059,176
                                                    ----------      ----------    ----------     ----------
  Net Change in Unrealized
    Appreciation (Depreciation) on:
    Securities                                       1,316,513       6,848,009     1,190,477      2,015,291
    Futures Contracts                                       --              --            --             --
    Translation of Assets and Liabilities
       Denominated in Foreign Currencies                  (314)            (16)           --         (2,597)
                                                    ----------      ----------    ----------     ----------
  Net Change in Unrealized
    Appreciation (Depreciation)                      1,316,199       6,847,993     1,190,477      2,012,694
                                                    ----------      ----------    ----------     ----------
  Net Gain (Loss) on Investments                     1,207,947       7,744,905     1,121,895      5,071,870
                                                    ----------      ----------    ----------     ----------
  Net Increase (Decrease) in Net
    Assets Resulting from Operations                $1,159,961      $7,640,147    $1,136,463     $5,231,675
                                                    ==========      ==========    ==========     ==========
</TABLE>

See Notes to Financial Statements.


<PAGE>

FOR THE SIX MONTHS ENDED APRIL 30, 1999

(UNAUDITED)
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                     ASAF          ASAF           ASAF           ASAF
                                                  FEDERATED     OPPENHEIMER    LORD ABBETT       JANUS
                                                  HIGH YIELD     LARGE-CAP     GROWTH AND      OVERSEAS
                                                     BOND         GROWTH         INCOME         GROWTH
                                                     FUND          FUND           FUND           FUND
                                                  ----------    -----------    -----------    -----------
<S>                                               <C>           <C>            <C>            <C>
INVESTMENT INCOME:
  Interest                                        $3,239,325    $    13,509    $   90,321     $   311,987
  Dividends                                           81,660         61,748       460,763         274,045
  Foreign Taxes Withheld                                  --             --          (904)        (26,774)
                                                  ----------    -----------    ----------     -----------
       Total Investment Income                     3,320,985         75,257       550,180         559,258
                                                  ----------    -----------    ----------     -----------
EXPENSES:
  Advisory Fees                                      246,283        146,741       257,140         441,228
  Shareholder Servicing Fees                          94,264         77,925        96,907         131,446
  Administration and Accounting Fees                  55,902         27,758        44,759          56,605
  Custodian Fees                                       4,614          6,946         8,137         108,228
  Distribution Fees -- Class A                        26,138         10,128        22,993          44,158
  Distribution Fees -- Class B                       173,643         60,573        95,635         142,058
  Distribution Fees -- Class C                        44,939         18,998        41,218          88,119
  Distribution Fees -- Class X                        80,968         44,026        74,302          82,624
  Professional Fees                                    7,644          3,149         5,557           8,568
  Organization Costs                                   6,403             --            --              --
  Directors' Fees                                      2,703          1,123         1,974           3,034
  Registration Fees                                   35,110         28,232        33,040          39,238
  Miscellaneous Expenses                              21,032          2,902         4,392           8,030
                                                  ----------    -----------    ----------     -----------
       Total Expenses                                799,643        428,501       686,054       1,153,336
       Less: Reimbursement of Expenses by
         Investment Manager                         (122,122)       (95,538)     (117,625)       (114,478)
         Waiver of Fees by Investment Manager             --        (12,228)      (51,428)        (40,114)
                                                  ----------    -----------    ----------     -----------
       Net Expenses                                  677,521        320,735       517,001         998,744
                                                  ----------    -----------    ----------     -----------
Net Investment Income (Loss)                       2,643,464       (245,478)       33,179        (439,486)
                                                  ----------    -----------    ----------     -----------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                                     ASAF          ASAF           ASAF           ASAF
                                                  FEDERATED     OPPENHEIMER    LORD ABBETT       JANUS
                                                  HIGH YIELD     LARGE-CAP     GROWTH AND      OVERSEAS
                                                     BOND         GROWTH         INCOME         GROWTH
                                                     FUND          FUND           FUND           FUND
                                                  ----------    -----------    -----------    -----------
<S>                                               <C>           <C>            <C>            <C>
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net Realized Gain (Loss) on:
    Securities                                       (57,561)     3,753,772      (651,265)     (1,282,724)
    Futures Contracts                                     --             --            --              --
    Written Options Contracts                             --             --            --              --
    Foreign Currency Transactions                         --             --            --         (41,647)
                                                  ----------    -----------    ----------     -----------
  Net Realized Gain (Loss)                           (57,561)     3,753,772      (651,265)     (1,324,371)
                                                  ----------    -----------    ----------     -----------
  Net Change in Unrealized
    Appreciation (Depreciation) on:
    Securities                                     4,067,803        594,221     9,549,528       9,437,649
    Futures Contracts                                     --             --            --              --
    Translation of Assets and Liabilities
       Denominated in Foreign Currencies                  --             --            --         849,729
                                                  ----------    -----------    ----------     -----------
  Net Change in Unrealized
    Appreciation (Depreciation)                    4,067,803        594,221     9,549,528      10,287,378
                                                  ----------    -----------    ----------     -----------
  Net Gain (Loss) on Investments                   4,010,242      4,347,993     8,898,263       8,963,007
                                                  ----------    -----------    ----------     -----------
  Net Increase (Decrease) in Net
    Assets Resulting from Operations              $6,653,706    $ 4,102,515    $8,931,442     $ 8,523,521
                                                  ==========    ===========    ==========     ===========
</TABLE>

See Notes to Financial Statements.


<PAGE>

FOR THE SIX MONTHS ENDED APRIL 30, 1999

(UNAUDITED)
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                ASAF          ASAF
                                                                 ASAF        NEUBERGER     NEUBERGER
                                                                MARSICO        BERMAN        BERMAN
                                                                CAPITAL       MID-CAP       MID-CAP
                                                                GROWTH         GROWTH        VALUE
                                                                 FUND           FUND          FUND
                                                              -----------    ----------    ----------
<S>                                                           <C>            <C>           <C>
INVESTMENT INCOME:
  Interest                                                    $   453,910    $   34,905    $   22,897
  Dividends                                                       433,789         7,918        84,046
  Foreign Taxes Withheld                                               --            --            --
                                                              -----------    ----------    ----------
       Total Investment Income                                    887,699        42,823       106,943
                                                              -----------    ----------    ----------
EXPENSES:
  Advisory Fees                                                   719,272        58,687        43,333
  Shareholder Servicing Fees                                      167,865        64,824        63,156
  Administration and Accounting Fees                               72,084        18,500        18,499
  Custodian Fees                                                    3,721           248           248
  Distribution Fees -- Class A                                     67,377         7,113         4,219
  Distribution Fees -- Class B                                    323,782        25,774        23,958
  Distribution Fees -- Class C                                    175,528        15,088         9,744
  Distribution Fees -- Class X                                     85,208        10,120         6,007
  Professional Fees                                                12,064         1,098           809
  Organization Costs                                                   --            --            --
  Directors' Fees                                                   5,153           466           355
  Registration Fees                                                46,059        12,592        11,631
  Miscellaneous Expenses                                           14,191         4,333         3,976
                                                              -----------    ----------    ----------
       Total Expenses                                           1,692,304       218,843       185,935
       Less: Reimbursement of
         Expenses by Investment Manager                          (141,318)      (79,240)      (81,822)
         Waiver of Fees by Investment Manager                          --            --            --
                                                              -----------    ----------    ----------
       Net Expenses                                             1,550,986       139,603       104,113
                                                              -----------    ----------    ----------
Net Investment Income (Loss)                                     (663,287)      (96,780)        2,830
                                                              -----------    ----------    ----------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                                                                ASAF          ASAF
                                                                 ASAF        NEUBERGER     NEUBERGER
                                                                MARSICO        BERMAN        BERMAN
                                                                CAPITAL       MID-CAP       MID-CAP
                                                                GROWTH         GROWTH        VALUE
                                                                 FUND           FUND          FUND
                                                              -----------    ----------    ----------
<S>                                                           <C>            <C>           <C>
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
  Net Realized Gain (Loss) on:
    Securities                                                  6,697,904      (960,371)      471,814
    Futures Contracts                                                  --            --            --
    Written Options Contracts                                     127,734            --            --
    Foreign Currency Transactions                                       6            --            --
                                                              -----------    ----------    ----------
  Net Realized Gain (Loss)                                      6,825,644      (960,371)      471,814
                                                              -----------    ----------    ----------
  Net Change in Unrealized
    Appreciation (Depreciation) on:
    Securities                                                 31,672,099     2,415,570     1,466,205
    Futures Contracts                                                  --            --            --
    Translation of Assets and Liabilities
       Denominated in Foreign Currencies                               --            --            --
                                                              -----------    ----------    ----------
  Net Change in Unrealized
    Appreciation (Depreciation)                                31,672,099     2,415,570     1,466,205
                                                              -----------    ----------    ----------
  Net Gain (Loss) on Investments                               38,497,743     1,455,199     1,938,019
                                                              -----------    ----------    ----------
  Net Increase (Decrease) in Net
    Assets Resulting from Operations                          $37,834,456    $1,358,419    $1,940,849
                                                              ===========    ==========    ==========
</TABLE>

See Notes to Financial Statements.


<PAGE>

FOR THE SIX MONTHS ENDED APRIL 30, 1999

(UNAUDITED)
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             ASAF            ASAF           ASAF           ASAF           ASAF
                                         T. ROWE PRICE       JANUS         INVESCO         TOTAL          JPM
                                         INTERNATIONAL      CAPITAL        EQUITY         RETURN         MONEY
                                            EQUITY          GROWTH         INCOME          BOND          MARKET
                                             FUND            FUND           FUND           FUND           FUND
                                         -------------    -----------    -----------    -----------    ----------
<S>                                      <C>              <C>            <C>            <C>            <C>
INVESTMENT INCOME:
  Investment Income from
    Corresponding Portfolios of
    American Skandia Master Trust:
    Interest                              $   12,521      $ 1,328,407    $   686,424    $ 2,234,557    $1,340,091
    Dividends                                125,449          485,983        486,035             --            --
    Foreign Taxes Withheld                   (17,613)         (23,013)            --             --            --
                                          ----------      -----------    -----------    -----------    ----------
       Total Investment Income               120,357        1,791,377      1,172,459      2,234,557     1,340,091
       Expenses from Corresponding
         Portfolios of American
         Skandia Master Trust               (136,153)      (1,939,383)      (360,756)      (271,217)     (167,429)
                                          ----------      -----------    -----------    -----------    ----------
       Net Investment Income (Loss)
         from Corresponding
         Portfolios of American
         Skandia Master Trust                (15,796)        (148,006)       811,703      1,963,340     1,172,662
                                          ----------      -----------    -----------    -----------    ----------
EXPENSES:
  Shareholder Servicing Fees                  72,584          296,436        123,216         83,544        86,660
  Administration and Accounting Fees          15,001           30,000         29,000         29,000        15,199
  Distribution Fees -- Class A                 5,987          163,279         34,909         22,347        29,677
  Distribution Fees -- Class B                21,504          813,024        150,941        160,926       104,409
  Distribution Fees -- Class C                13,847          306,342         66,392         62,917        48,020
  Distribution Fees -- Class X                29,090          322,216        113,299         72,631        61,972
  Professional Fees                            1,126           26,727          5,916          5,024         4,097
  Organization Costs                           6,052            6,052          6,052          6,052         6,052
  Directors' Fees                                603           12,785          3,094          2,582         2,085
  Registration Fees                           19,320           94,604         35,589         35,142        32,227
  Miscellaneous Expenses                         841           26,502          5,344          5,017         4,147
                                          ----------      -----------    -----------    -----------    ----------
       Total Expenses                        185,955        2,097,967        573,752        485,182       394,545
                                          ----------      -----------    -----------    -----------    ----------
       Less: Reimbursement of
         Expenses by Investment
         Manager                            (129,415)        (310,721)      (148,494)      (130,540)      (44,141)
                                          ----------      -----------    -----------    -----------    ----------
Net Investment Income (Loss)                 (72,336)      (1,935,252)       386,445      1,608,698       822,258
                                          ----------      -----------    -----------    -----------    ----------
</TABLE>


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                             ASAF            ASAF           ASAF           ASAF           ASAF
                                         T. ROWE PRICE       JANUS         INVESCO         TOTAL          JPM
                                         INTERNATIONAL      CAPITAL        EQUITY         RETURN         MONEY
                                            EQUITY          GROWTH         INCOME          BOND          MARKET
                                             FUND            FUND           FUND           FUND           FUND
                                         -------------    -----------    -----------    -----------    ----------
<S>                                      <C>              <C>            <C>            <C>            <C>
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS FROM CORRESPONDING
  PORTFOLIOS OF AMERICAN SKANDIA
  MASTER TRUST:
  Net Realized Gain (Loss) on:
    Securities                              (173,981)        (416,189)     1,299,847       (350,758)        2,708
    Futures Contracts                             --               --             --       (616,696)           --
    Written Options Contracts                     --               --             --         34,319            --
    Foreign Currency Transactions             (7,745)          (5,428)            --         (8,260)           --
                                          ----------      -----------    -----------    -----------    ----------
  Net Realized Gain (Loss)                  (181,726)        (421,617)     1,299,847       (941,395)        2,708
                                          ----------      -----------    -----------    -----------    ----------
  Net Change in Unrealized
    Appreciation (Depreciation) on:
    Securities                             2,000,630       95,443,578     10,141,486       (774,869)           --
    Futures Contracts                             --               --             --        (14,431)           --
    Written Options Contracts                     --               --             --         37,162            --
    Translation of Assets and
       Liabilities Denominated in
       Foreign
       Currencies                             (1,231)              (7)            --        (22,128)           --
                                          ----------      -----------    -----------    -----------    ----------
  Net Change in Unrealized
    Appreciation (Depreciation)            1,999,399       95,443,571     10,141,486       (774,266)           --
                                          ----------      -----------    -----------    -----------    ----------
  Net Gain (Loss) on Investments           1,817,673       95,021,954     11,441,333     (1,715,661)        2,708
                                          ----------      -----------    -----------    -----------    ----------
  Net Increase (Decrease) in Net
    Assets Resulting from Operations      $1,745,337      $93,086,702    $11,827,778    $  (106,963)   $  824,966
                                          ==========      ===========    ===========    ===========    ==========
</TABLE>

See Notes to Financial Statements.


<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         ASAF FOUNDERS
                                         INTERNATIONAL                     ASAF JANUS                     ASAF T. ROWE
                                             SMALL                         SMALL-CAP                       PRICE SMALL
                                         CAPITALIZATION                      GROWTH                       COMPANY VALUE
                                              FUND                            FUND                            FUND
                                  ----------------------------   ------------------------------   -----------------------------
                                    SIX MONTHS                      SIX MONTHS                      SIX MONTHS
                                      ENDED        YEAR ENDED         ENDED         YEAR ENDED        ENDED         YEAR ENDED
                                  APRIL 30, 1999   OCTOBER 31,    APRIL 30, 1999    OCTOBER 31,   APRIL 30, 1999   OCTOBER 31,
                                   (UNAUDITED)        1998         (UNAUDITED)         1998        (UNAUDITED)         1998
                                  --------------   -----------   ----------------   -----------   --------------   ------------
<S>                               <C>              <C>           <C>                <C>           <C>              <C>
FROM OPERATIONS:
  Net Investment Income (Loss)      $  (47,986)    $  (21,602)     $  (104,758)     $   (57,296)   $    14,568     $   (46,776)
  Net Realized Gain (Loss) on
    Investments                       (108,252)      (203,090)         896,912         (860,753)       (68,582)       (373,253)
  Net Change in Unrealized
    Appreciation (Depreciation)
    on Investments                   1,316,199        (55,153)       6,847,993           50,611      1,190,477      (5,500,322)
                                    ----------     ----------      -----------      -----------    -----------     -----------
Net Increase (Decrease) in Net
  Assets Resulting from
  Operations                         1,159,961       (279,845)       7,640,147         (867,438)     1,136,463      (5,920,351)
                                    ----------     ----------      -----------      -----------    -----------     -----------
DISTRIBUTIONS TO SHAREHOLDERS:
  From Net Investment Income:
    Class A                                 --           (452)              --               --        (27,464)           (181)
    Class B                                 --           (125)              --               --             --            (114)
    Class C                                 --            (62)              --               --             --             (35)
    Class X                                 --           (180)              --               --             --             (92)
  In Excess of Net Investment
    Income:
    Class A                                 --            (74)              --               --             --          (4,193)
    Class B                                 --            (20)              --               --             --          (2,624)
    Class C                                 --            (10)              --               --             --            (814)
    Class X                                 --            (29)              --               --             --          (2,136)
  From Net Realized Gains:
    Class A                                 --             --               --               --             --              --
    Class B                                 --             --               --               --             --              --
    Class C                                 --             --               --               --             --              --
    Class X                                 --             --               --               --             --              --
                                    ----------     ----------      -----------      -----------    -----------     -----------
Total Distributions                         --           (952)              --               --        (27,464)        (10,189)
                                    ----------     ----------      -----------      -----------    -----------     -----------
CAPITAL SHARE TRANSACTIONS (NOTE
  4):
  Net Increase in Net Assets
    from Capital Share
    Transactions                     1,908,856      5,208,868       28,206,764       10,639,455     12,687,862      44,422,288
                                    ----------     ----------      -----------      -----------    -----------     -----------
Net Increase in Net Assets           3,068,817      4,928,071       35,846,911        9,772,017     13,796,861      38,491,748
NET ASSETS:
  Beginning of Period                5,548,877        620,806       10,661,100          889,083     41,004,854       2,513,106
                                    ----------     ----------      -----------      -----------    -----------     -----------
  End of Period                     $8,617,694     $5,548,877      $46,508,011      $10,661,100    $54,801,715     $41,004,854
                                    ==========     ==========      ===========      ===========    ===========     ===========
</TABLE>

See Notes to Financial Statements.


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                             ASAF                                                          ASAF
                                           AMERICAN                         ASAF                       OPPENHEIMER
                                      CENTURY STRATEGIC                  FEDERATED                      LARGE-CAP
                                           BALANCED                   HIGH YIELD BOND                     GROWTH
                                             FUND                           FUND                           FUND
                                 ----------------------------   ----------------------------   ----------------------------
                                   SIX MONTHS                     SIX MONTHS                     SIX MONTHS
                                     ENDED        YEAR ENDED        ENDED        YEAR ENDED        ENDED        YEAR ENDED
                                 APRIL 30, 1999   OCTOBER 31,   APRIL 30, 1999   OCTOBER 31,   APRIL 30, 1999   OCTOBER 31,
                                  (UNAUDITED)        1998        (UNAUDITED)        1998        (UNAUDITED)       1998(1)
                                 --------------   -----------   --------------   -----------   --------------   -----------
<S>                              <C>              <C>           <C>              <C>           <C>              <C>
FROM OPERATIONS:
  Net Investment Income (Loss)    $   159,805     $    79,418    $ 2,643,464     $ 1,488,563    $  (245,478)    $  (126,014)
  Net Realized Gain (Loss) on
    Investments                     3,059,176      (1,207,852)       (57,561)        (17,619)     3,753,772      (2,156,987)
  Net Change in Unrealized
    Appreciation (Depreciation)
    on Investments                  2,012,694       1,441,116      4,067,803      (2,955,623)       594,221       1,263,670
                                  -----------     -----------    -----------     -----------    -----------     -----------
  Net Increase (Decrease) in
    Net Assets Resulting from
    Operations                      5,231,675         312,682      6,653,706      (1,484,679)     4,102,515      (1,019,331)
                                  -----------     -----------    -----------     -----------    -----------     -----------
DISTRIBUTIONS TO SHAREHOLDERS:
  From Net Investment Income:
    Class A                           (23,243)        (11,493)      (415,877)       (230,890)            --              --
    Class B                           (20,965)         (9,726)    (1,284,368)       (635,141)            --              --
    Class C                            (9,207)         (4,525)      (334,443)       (207,080)            --              --
    Class X                           (15,582)         (9,794)      (608,776)       (415,452)            --              --
  In Excess of Net Investment
    Income:
    Class A                                --              --             --              --             --              --
    Class B                                --              --             --              --             --              --
    Class C                                --              --             --              --             --              --
    Class X                                --              --             --              --             --              --
  From Net Realized Gains:
    Class A                                --              --             --              --             --              --
    Class B                                --              --             --              --             --              --
    Class C                                --              --             --              --             --              --
    Class X                                --              --             --              --             --              --
                                  -----------     -----------    -----------     -----------    -----------     -----------
Total Distributions                   (68,997)        (35,538)    (2,643,464)     (1,488,563)            --              --
                                  -----------     -----------    -----------     -----------    -----------     -----------
CAPITAL SHARE TRANSACTIONS
  (NOTE 4):
  Net Increase in Net Assets
    from Capital Share
    Transactions                   43,635,669      20,468,469     47,846,802      44,745,185     14,439,763      20,690,453
                                  -----------     -----------    -----------     -----------    -----------     -----------
Net Increase in Net Assets         48,798,347      20,745,613     51,857,044      41,771,943     18,542,278      19,671,122
NET ASSETS:
  Beginning of Period              21,996,941       1,251,328     45,608,402       3,836,459     19,671,122              --
                                  -----------     -----------    -----------     -----------    -----------     -----------
  End of Period                   $70,795,288     $21,996,941    $97,465,446     $45,608,402    $38,213,400     $19,671,122
                                  ===========     ===========    ===========     ===========    ===========     ===========
</TABLE>

(1) Commenced operations on December 31, 1997.
See Notes to Financial Statements.


<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                ASAF                           ASAF
                                                            LORD ABBETT                       JANUS
                                                               GROWTH                        OVERSEAS
                                                             AND INCOME                       GROWTH
                                                                FUND                           FUND
                                                    ----------------------------   ----------------------------
                                                      SIX MONTHS                     SIX MONTHS
                                                        ENDED        YEAR ENDED        ENDED        YEAR ENDED
                                                    APRIL 30, 1999   OCTOBER 31,   APRIL 30, 1999   OCTOBER 31,
                                                     (UNAUDITED)       1998(1)      (UNAUDITED)       1998(1)
                                                    --------------   -----------   --------------   -----------
<S>                                                 <C>              <C>           <C>              <C>
FROM OPERATIONS:
  Net Investment Income (Loss)                       $    33,179     $    26,263    $   (439,486)   $   (45,889)
  Net Realized Gain (Loss) on Investments               (651,265)     (1,190,045)     (1,324,371)    (2,636,468)
  Net Change in Unrealized Appreciation
    (Depreciation) on Investments                      9,549,528         938,931      10,287,378      1,140,279
                                                     -----------     -----------    ------------    -----------
  Net Increase (Decrease) in Net Assets Resulting
    from Operations                                    8,931,442        (224,851)      8,523,521     (1,542,078)
                                                     -----------     -----------    ------------    -----------
DISTRIBUTIONS TO SHAREHOLDERS:
  From Net Investment Income:
    Class A                                              (21,838)         (6,881)             --             --
    Class B                                               (7,456)         (1,202)             --             --
    Class C                                               (3,450)           (484)             --             --
    Class X                                               (6,411)         (1,389)             --             --
  In Excess of Net Investment Income:
    Class A                                                   --              --              --             --
    Class B                                                   --              --              --             --
    Class C                                                   --              --              --             --
    Class X                                                   --              --              --             --
  From Net Realized Gains:
    Class A                                                   --              --              --             --
    Class B                                                   --              --              --             --
    Class C                                                   --              --              --             --
    Class X                                                   --              --              --             --
                                                     -----------     -----------    ------------    -----------
Total Distributions                                      (39,155)         (9,956)             --             --
                                                     -----------     -----------    ------------    -----------
CAPITAL SHARE TRANSACTIONS (NOTE 4):
  Net Increase in Net Assets from Capital Share
    Transactions                                      35,690,442      32,886,035      70,250,884     46,499,096
                                                     -----------     -----------    ------------    -----------
Net Increase in Net Assets                            44,582,729      32,651,228      78,774,405     44,957,018
NET ASSETS:
  Beginning of Period                                 32,651,228              --      44,957,018             --
                                                     -----------     -----------    ------------    -----------
  End of Period                                      $77,233,957     $32,651,228    $123,731,423    $44,957,018
                                                     ===========     ===========    ============    ===========
</TABLE>

(1) Commenced operations on December 31, 1997.

See Notes to Financial Statements.


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                               ASAF                            ASAF                            ASAF
                                             MARSICO                     NEUBERGER BERMAN                NEUBERGER BERMAN
                                          CAPITAL GROWTH                  MID-CAP GROWTH                   MID-CAP VALUE
                                               FUND                            FUND                            FUND
                                   ----------------------------   ------------------------------   -----------------------------
                                     SIX MONTHS                      SIX MONTHS                      SIX MONTHS
                                       ENDED        YEAR ENDED         ENDED         YEAR ENDED        ENDED         YEAR ENDED
                                   APRIL 30, 1999   OCTOBER 31,    APRIL 30, 1999    OCTOBER 31,   APRIL 30, 1999   OCTOBER 31,
                                    (UNAUDITED)       1998(2)       (UNAUDITED)        1998(2)      (UNAUDITED)       1998(2)
                                   --------------   -----------   ----------------   -----------   --------------   ------------
<S>                                <C>              <C>           <C>                <C>           <C>              <C>
FROM OPERATIONS:
  Net Investment Income (Loss)      $   (663,287)   $    14,303     $   (96,780)     $   (1,506)    $     2,830      $    1,431
  Net Realized Gain (Loss) on
    Investments                        6,825,644       (949,883)       (960,371)         94,129         471,814           1,518
  Net Change in Unrealized
    Appreciation (Depreciation)
    on Investments                    31,672,099      2,185,679       2,415,570         227,047       1,466,205          80,561
                                    ------------    -----------     -----------      ----------     -----------      ----------
Net Increase (Decrease) in Net
  Assets Resulting from
  Operations                          37,834,456      1,250,099       1,358,419         319,670       1,940,849          83,510
                                    ------------    -----------     -----------      ----------     -----------      ----------
DISTRIBUTIONS TO SHAREHOLDERS:
  From Net Investment Income:
    Class A                              (14,303)            --              --              --          (3,301)             --
    Class B                                   --             --              --              --          (3,563)             --
    Class C                                   --             --              --              --          (1,574)             --
    Class X                                   --             --              --              --            (859)             --
  In Excess of Net Investment
    Income:
    Class A                                   --             --              --              --              --              --
    Class B                                   --             --              --              --              --              --
    Class C                                   --             --              --              --              --              --
    Class X                                   --             --              --              --              --              --
  From Net Realized Gains:
    Class A                                   --             --         (20,483)             --            (237)             --
    Class B                                   --             --         (34,595)             --            (761)             --
    Class C                                   --             --         (22,944)             --            (336)             --
    Class X                                   --             --         (16,107)             --            (162)             --
                                    ------------    -----------     -----------      ----------     -----------      ----------
Total Distributions                      (14,303)            --         (94,129)             --         (10,793)             --
                                    ------------    -----------     -----------      ----------     -----------      ----------
CAPITAL SHARE TRANSACTIONS (NOTE
  4):
  Net Increase in Net Assets from
    Capital Share Transactions       215,507,810     40,538,469      21,488,416       2,670,718      12,006,969       3,811,040
                                    ------------    -----------     -----------      ----------     -----------      ----------
Net Increase in Net Assets           253,327,963     41,788,568      22,752,706       2,990,388      13,937,025       3,894,550
NET ASSETS:
  Beginning of Period                 41,788,568             --       2,990,388              --       3,894,550              --
                                    ------------    -----------     -----------      ----------     -----------      ----------
  End of Period                     $295,116,531    $41,788,568     $25,743,094      $2,990,388     $17,831,575      $3,894,550
                                    ============    ===========     ===========      ==========     ===========      ==========
</TABLE>

(2) Commenced operations on August 19, 1998.

See Notes to Financial Statements.


<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          ASAF                           ASAF                            ASAF
                                     T. ROWE PRICE                       JANUS                         INVESCO
                                  INTERNATIONAL EQUITY              CAPITAL GROWTH                  EQUITY INCOME
                                          FUND                           FUND                            FUND
                              ----------------------------   -----------------------------   ----------------------------
                                SIX MONTHS                     SIX MONTHS                      SIX MONTHS
                                  ENDED        YEAR ENDED        ENDED         YEAR ENDED        ENDED        YEAR ENDED
                              APRIL 30, 1999   OCTOBER 31,   APRIL 30, 1999   OCTOBER 31,    APRIL 30, 1999   OCTOBER 31,
                               (UNAUDITED)        1998        (UNAUDITED)         1998        (UNAUDITED)        1998
                              --------------   -----------   --------------   ------------   --------------   -----------
<S>                           <C>              <C>           <C>              <C>            <C>              <C>
FROM OPERATIONS:
  Net Investment Income
    (Loss)                     $   (72,336)    $   (43,968)   $ (1,935,252)   $   (334,631)   $    386,445    $   346,202
  Net Realized Gain (Loss)
    on Investments                (181,726)        (67,792)       (421,617)     (4,945,536)      1,299,847       (517,156)
  Net Change in Unrealized
    Appreciation
    (Depreciation) on
    Investments                  1,999,399          25,778      95,443,571      14,298,404      10,141,486      2,038,173
                               -----------     -----------    ------------    ------------    ------------    -----------
  Net Increase (Decrease) in
    Net Assets Resulting
    from Operations              1,745,337         (85,982)     93,086,702       9,018,237      11,827,778      1,867,219
                               -----------     -----------    ------------    ------------    ------------    -----------
DISTRIBUTIONS TO
  SHAREHOLDERS:
  From Net Investment
    Income:
    Class A                        (13,643)             --              --          (3,261)        (75,395)       (38,382)
    Class B                         (6,565)             --              --          (1,754)        (93,600)       (49,590)
    Class C                         (4,600)             --              --            (551)        (40,520)       (19,657)
    Class X                         (9,863)             --              --          (1,648)        (77,741)       (53,610)
  In Excess of Net
    Investment Income:
    Class A                             --              --              --          (2,821)             --             --
    Class B                             --              --              --          (1,518)             --             --
    Class C                             --              --              --            (476)             --             --
    Class X                             --              --              --          (1,426)             --             --
  From Net Realized Gains:
    Class A                             --              --              --              --              --             --
    Class B                             --              --              --              --              --             --
    Class C                             --              --              --              --              --             --
    Class X                             --              --              --              --              --             --
                               -----------     -----------    ------------    ------------    ------------    -----------
Total Distributions                (34,671)             --              --         (13,455)       (287,256)      (161,239)
                               -----------     -----------    ------------    ------------    ------------    -----------
CAPITAL SHARE TRANSACTIONS
  (NOTE 4):
  Net Increase in Net Assets
    from Capital Share
    Transactions                 4,718,451      10,953,519     459,204,414     126,069,978      47,620,456     48,599,599
                               -----------     -----------    ------------    ------------    ------------    -----------
Net Increase in Net Assets       6,429,117      10,867,537     552,291,116     135,074,760      59,160,978     50,305,579
NET ASSETS:
  Beginning of Period           12,428,718       1,561,181     139,425,109       4,350,349      53,614,176      3,308,597
                               -----------     -----------    ------------    ------------    ------------    -----------
  End of Period                $18,857,835     $12,428,718    $691,716,225    $139,425,109    $112,775,154    $53,614,176
                               ===========     ===========    ============    ============    ============    ===========
</TABLE>

See Notes to Financial Statements.


<PAGE>

- --------------------------------------------------------------------------------

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                                                ASAF                           ASAF
                                                               TOTAL                           JPM
                                                            RETURN BOND                    MONEY MARKET
                                                                FUND                           FUND
                                                    ----------------------------   ----------------------------
                                                      SIX MONTHS                     SIX MONTHS
                                                        ENDED        YEAR ENDED        ENDED        YEAR ENDED
                                                    APRIL 30, 1999   OCTOBER 31,   APRIL 30, 1999   OCTOBER 31,
                                                     (UNAUDITED)        1998        (UNAUDITED)        1998
                                                    --------------   -----------   --------------   -----------
<S>                                                 <C>              <C>           <C>              <C>
FROM OPERATIONS:
  Net Investment Income (Loss)                       $  1,608,698    $   604,031    $   822,258     $   521,976
  Net Realized Gain (Loss) on Investments                (941,395)       371,331          2,708            (666)
  Net Change in Unrealized Appreciation
    (Depreciation) on Investments                        (774,266)       235,283             --              --
                                                     ------------    -----------    -----------     -----------
  Net Increase (Decrease) in Net Assets Resulting
    from Operations                                      (106,963)     1,210,645        824,966         521,310
                                                     ------------    -----------    -----------     -----------
DISTRIBUTIONS TO SHAREHOLDERS:
  From Net Investment Income:
    Class A                                              (230,752)       (81,710)      (200,708)       (105,287)
    Class B                                              (743,077)      (203,491)      (301,606)       (132,858)
    Class C                                              (293,152)      (142,796)      (139,027)        (78,804)
    Class X                                              (341,675)      (178,399)      (180,840)       (205,027)
  In Excess of Net Investment Income:
    Class A                                                    --             --             --              --
    Class B                                                    --             --             --              --
    Class C                                                    --             --             --              --
    Class X                                                    --             --             --              --
  From Net Realized Gains:
    Class A                                               (41,477)           (35)            --              (4)
    Class B                                              (174,235)           (98)            --             (10)
    Class C                                               (68,227)           (43)            --              (4)
    Class X                                               (87,105)          (111)            --              (7)
                                                     ------------    -----------    -----------     -----------
Total Distributions                                    (1,979,700)      (606,683)      (822,181)       (522,001)
                                                     ------------    -----------    -----------     -----------
CAPITAL SHARE TRANSACTIONS (NOTE 4):
  Net Increase in Net Assets from Capital Share
    Transactions                                       58,435,336     42,508,563     38,432,692      41,796,215
                                                     ------------    -----------    -----------     -----------
Net Increase in Net Assets                             56,348,673     43,112,525     38,435,477      41,795,524
NET ASSETS:
  Beginning of Period                                  44,296,202      1,183,677     43,354,055       1,558,531
                                                     ------------    -----------    -----------     -----------
  End of Period                                      $100,644,875    $44,296,202    $81,789,532     $43,354,055
                                                     ============    ===========    ===========     ===========
</TABLE>

See Notes to Financial Statements.


<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                                 Increase (Decrease) from
                                                                   Investment Operations
                                              Net Asset  -----------------------------------------
                                                Value         Net        Net Realized   Total from
                                   Period     Beginning   Investment     & Unrealized   Investment
                                   Ended      of Period  Income (Loss)   Gain (Loss)    Operations
                                  --------    ---------  -------------   ------------   ----------
<S>                               <C>         <C>        <C>             <C>            <C>
ASAF FOUNDERS INTERNATIONAL
SMALL CAPITALIZATION FUND:
- -------------------------------
- -------------------------------
 Class A                          04/30/99*    $ 10.27      $(0.05)         $ 1.89        $ 1.84
                                  10/31/98        9.87       (0.02)           0.45          0.43
                                  10/31/97(1)    10.00        0.05           (0.18)        (0.13)
  Class B                         04/30/99*      10.23       (0.08)           1.89          1.81
                                  10/31/98        9.85       (0.08)           0.46          0.38
                                  10/31/97(1)    10.00        0.04           (0.19)        (0.15)
  Class C                         04/30/99*      10.22       (0.08)           1.89          1.81
                                  10/31/98        9.86       (0.08)           0.44          0.36
                                  10/31/97(1)    10.00        0.04           (0.18)        (0.14)
  Class X                         04/30/99*      10.21       (0.08)           1.90          1.82
                                  10/31/98        9.84       (0.08)           0.45          0.37
                                  10/31/97(1)    10.00        0.04           (0.20)        (0.16)
ASAF JANUS SMALL-CAP
GROWTH FUND:
- -------------------------------
- -------------------------------
 Class A                          04/30/99*    $  9.11      $(0.03)         $ 3.78        $ 3.75
                                  10/31/98        9.94       (0.07)          (0.76)        (0.83)
                                  10/31/97(1)    10.00       (0.03)          (0.03)        (0.06)
  Class B                         04/30/99*       9.04       (0.06)           3.75          3.69
                                  10/31/98        9.93       (0.12)          (0.77)        (0.89)
                                  10/31/97(1)    10.00       (0.04)          (0.03)        (0.07)
  Class C                         04/30/99*       9.06       (0.06)           3.75          3.69
                                  10/31/98        9.94       (0.10)          (0.78)        (0.88)
                                  10/31/97(1)    10.00       (0.04)          (0.02)        (0.06)
  Class X                         04/30/99*       9.06       (0.06)           3.75          3.69
                                  10/31/98        9.93       (0.11)          (0.76)        (0.87)
                                  10/31/97(1)    10.00       (0.04)          (0.03)        (0.07)
ASAF T. ROWE PRICE
SMALL COMPANY VALUE FUND:
- -------------------------------
- -------------------------------
 Class A                          04/30/99*    $  8.85      $ 0.02          $ 0.22        $ 0.24
                                  10/31/98       10.46        0.04           (1.62)        (1.58)
                                  10/31/97(1)    10.00        0.02            0.44          0.46
  Class B                         04/30/99*       8.80          --            0.22          0.22
                                  10/31/98       10.44       (0.02)          (1.61)        (1.63)
                                  10/31/97(1)    10.00          --            0.44          0.44
  Class C                         04/30/99*       8.80          --            0.21          0.21
                                  10/31/98       10.45       (0.02)          (1.62)        (1.64)
                                  10/31/97(1)    10.00          --            0.45          0.45
  Class X                         04/30/99*       8.80          --            0.21          0.21
                                  10/31/98       10.44       (0.02)          (1.61)        (1.63)
                                  10/31/97(1)    10.00          --            0.44          0.44
ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND:
- -------------------------------
- -------------------------------
 Class A                          04/30/99*    $ 10.89      $ 0.09          $ 1.71        $ 1.80
                                  10/31/98        9.99        0.15            0.84          0.99
                                  10/31/97(1)    10.00        0.04           (0.05)        (0.01)
  Class B                         04/30/99*      10.86        0.05            1.71          1.76
                                  10/31/98        9.96        0.09            0.85          0.94
                                  10/31/97(1)    10.00        0.02           (0.06)        (0.04)
  Class C                         04/30/99*      10.87        0.05            1.70          1.75
                                  10/31/98        9.98        0.09            0.84          0.93
                                  10/31/97(1)    10.00        0.02           (0.04)        (0.02)
  Class X                         04/30/99*      10.85        0.04            1.72          1.76
                                  10/31/98        9.96        0.09            0.84          0.93
                                  10/31/97(1)    10.00        0.02           (0.06)        (0.04)

<CAPTION>

                                           Less Distributions
                                  -------------------------------------
                                   From Net     In Excess of     From
                                  Investment   Net Investment   Capital
                                    Income         Income        Gains
                                  ----------   --------------   -------
<S>                               <C>          <C>              <C>
ASAF FOUNDERS INTERNATIONAL
SMALL CAPITALIZATION FUND:
- -------------------------------
- -------------------------------
 Class A                            $   --         $   --        $  --
                                     (0.03)            --           --
                                        --             --           --
  Class B                               --             --           --
                                        --             --           --
                                        --             --           --
  Class C                               --             --           --
                                        --             --           --
                                        --             --           --
  Class X                               --             --           --
                                        --             --           --
                                        --             --           --
ASAF JANUS SMALL-CAP
GROWTH FUND:
- -------------------------------
- -------------------------------
 Class A                            $   --         $   --        $  --
                                        --             --           --
                                        --             --           --
  Class B                               --             --           --
                                        --             --           --
                                        --             --           --
  Class C                               --             --           --
                                        --             --           --
                                        --             --           --
  Class X                               --             --           --
                                        --             --           --
                                        --             --           --
ASAF T. ROWE PRICE
SMALL COMPANY VALUE FUND:
- -------------------------------
- -------------------------------
 Class A                            $(0.03)        $   --        $  --
                                        --          (0.03)          --
                                        --             --           --
  Class B                               --             --           --
                                        --          (0.01)          --
                                        --             --           --
  Class C                               --             --           --
                                        --          (0.01)          --
                                        --             --           --
  Class X                               --             --           --
                                        --          (0.01)          --
                                        --             --           --
ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND:
- -------------------------------
- -------------------------------
 Class A                            $(0.05)        $   --        $  --
                                     (0.09)            --           --
                                        --             --           --
  Class B                            (0.02)            --           --
                                     (0.04)            --           --
                                        --             --           --
  Class C                            (0.02)            --           --
                                     (0.04)            --           --
                                        --             --           --
  Class X                            (0.02)            --           --
                                     (0.04)            --           --
                                        --             --           --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  Ratios of Expenses
                                            Supplemental Data                    to Average Net Assets
                                  -------------------------------------   -----------------------------------
                    Net Asset                 Net Assets at   Portfolio
      Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
  Distributions   End of Period   Return(2)    (In 000's)       Rate      Reimbursement(3)   Reimbursement(3)
  -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
  <S>             <C>             <C>         <C>             <C>         <C>                <C>
     $   --          $12.11         17.92%       $ 1,224         17%            2.10%               5.17%
      (0.03)          10.27          4.32%           886         49%            2.10%               9.20%
         --            9.87         (1.30%)          106         --             2.10%             136.49%
         --           12.04         17.69%         2,541         17%            2.60%               5.67%
         --           10.23          3.90%         1,387         49%            2.60%               9.80%
         --            9.85         (1.50%)          230         --             2.60%              90.64%
         --           12.03         17.71%         1,410         17%            2.60%               5.68%
         --           10.22          3.69%           872         49%            2.60%               9.72%
         --            9.86         (1.40%)           79         --             2.60%              55.02%
         --           12.03         17.83%         3,443         17%            2.60%               5.67%
         --           10.21          3.80%         2,404         49%            2.60%               9.58%
         --            9.84         (1.60%)          206         --             2.60%              54.45%
     $   --          $12.86         41.32%       $12,808         74%            1.70%               2.75%
         --            9.11         (8.45%)        1,801         94%            1.70%               6.38%
         --            9.94         (0.60%)          193         --             1.70%             105.48%
         --           12.73         40.82%        15,747         74%            2.20%               3.28%
         --            9.04         (8.96%)        2,685         94%            2.20%               6.86%
         --            9.93         (0.70%)          353         --             2.20%              57.99%
         --           12.75         40.73%         8,875         74%            2.20%               3.32%
         --            9.06         (8.85%)        2,090         94%            2.20%               6.60%
         --            9.94         (0.60%)           74         --             2.20%              42.48%
         --           12.75         40.73%         9,078         74%            2.20%               3.36%
         --            9.06         (8.76%)        4,085         94%            2.20%               6.69%
         --            9.93         (0.70%)          270         --             2.20%              47.29%
     $(0.03)         $ 9.06          2.67%       $ 9,657         16%            1.75%               2.63%
      (0.03)           8.85        (15.13%)        7,155          4%            1.75%               3.51%
         --           10.46          4.60%           383         --             1.75%              54.47%
         --            9.02          2.50%        19,836         16%            2.25%               3.15%
      (0.01)           8.80        (15.63%)       13,184          4%            2.25%               4.03%
         --           10.44          4.40%         1,155         --             2.25%              30.14%
         --            9.01          2.39%        11,664         16%            2.25%               3.14%
      (0.01)           8.80        (15.71%)        8,298          4%            2.25%               3.97%
         --           10.45          4.50%           335         --             2.25%              33.60%
         --            9.01          2.39%        13,645         16%            2.25%               3.13%
      (0.01)           8.80        (15.63%)       12,368          4%            2.25%               4.00%
         --           10.44          4.40%           640         --             2.25%              22.43%
     $(0.05)         $12.64         16.55%       $14,023         77%            1.60%               2.22%
      (0.09)          10.89          9.93%         3,359         93%            1.60%               4.32%
         --            9.99         (0.10%)          257          2%            1.60%              37.87%
      (0.02)          12.60         16.21%        30,428         77%            2.10%               2.72%
      (0.04)          10.86          9.45%         8,272         93%            2.10%               4.65%
         --            9.96         (0.40%)          381          2%            2.10%              29.90%
      (0.02)          12.60         16.10%        12,305         77%            2.10%               2.73%
      (0.04)          10.87          9.33%         3,202         93%            2.10%               4.77%
         --            9.98         (0.20%)          215          2%            2.10%              38.96%
      (0.02)          12.59         16.22%        14,039         77%            2.10%               2.73%
      (0.04)          10.85          9.34%         7,164         93%            2.10%               4.66%
         --            9.96         (0.40%)          398          2%            2.10%              26.66%

<CAPTION>

                 Ratio of Net Investment
      Total         Income (Loss) to
  Distributions   Average Net Assets(3)
  -------------  -----------------------
  <S>            <C>
     $   --               (0.95%)
      (0.03)              (0.28%)
         --                2.03%
         --               (1.45%)
         --               (0.74%)
         --                1.62%
         --               (1.46%)
         --               (0.79%)
         --                1.72%
         --               (1.44%)
         --               (0.76%)
         --                1.58%
     $   --               (0.62%)
         --               (0.75%)
         --               (1.16%)
         --               (1.13%)
         --               (1.26%)
         --               (1.73%)
         --               (1.12%)
         --               (1.13%)
         --               (1.73%)
         --               (1.08%)
         --               (1.19%)
         --               (1.70%)
     $(0.03)               0.48%
      (0.03)               0.20%
         --                0.69%
         --               (0.04%)
      (0.01)              (0.30%)
         --                0.17%
         --               (0.03%)
      (0.01)              (0.32%)
         --                0.02%
         --                0.00%
      (0.01)              (0.32%)
         --                0.19%
     $(0.05)               1.21%
      (0.09)               1.30%
         --                1.56%
      (0.02)               0.70%
      (0.04)               0.80%
         --                0.79%
      (0.02)               0.68%
      (0.04)               0.79%
         --                0.78%
      (0.02)               0.65%
      (0.04)               0.79%
         --                1.07%
</TABLE>

(1) Commenced operations on July 28, 1997.
(2) Total return for Class X shares does not reflect the payment of bonus
shares.
(3) Annualized for periods less than one year.
 * Unaudited.
Per share data has been calculated based on the average daily number of shares
outstanding throughout the period.

See Notes to Financial Statements.


<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                            Increase (Decrease) from
                                                              Investment Operations
                                         Net Asset  -----------------------------------------
                                           Value         Net        Net Realized   Total from
                              Period     Beginning   Investment     & Unrealized   Investment
                              Ended      of Period  Income (Loss)   Gain (Loss)    Operations
                             --------    ---------  -------------   ------------   ----------
<S>                          <C>         <C>        <C>             <C>            <C>
ASAF FEDERATED
HIGH YIELD BOND FUND:
- ---------------------------
- ---------------------------
 Class A                     04/30/99*    $  9.38      $ 0.39          $ 0.65        $ 1.04
                             10/31/98        9.93        0.74           (0.55)         0.19
                             10/31/97(1)    10.00        0.05           (0.07)        (0.02)
  Class B                    04/30/99*       9.39        0.37            0.65          1.02
                             10/31/98        9.93        0.69           (0.54)         0.15
                             10/31/97(1)    10.00        0.04           (0.07)        (0.03)
  Class C                    04/30/99*       9.38        0.37            0.66          1.03
                             10/31/98        9.93        0.69           (0.55)         0.14
                             10/31/97(1)    10.00        0.03           (0.07)        (0.04)
  Class X                    04/30/99*       9.39        0.37            0.64          1.01
                             10/31/98        9.93        0.69           (0.54)         0.15
                             10/31/97(1)    10.00        0.04           (0.07)        (0.03)
ASAF OPPENHEIMER
LARGE-CAP GROWTH FUND:
- ---------------------------
- ---------------------------
 Class A                     04/30/99*    $ 10.44      $(0.08)         $ 2.09        $ 2.01
                             10/31/98(4)    10.00       (0.10)           0.54          0.44
  Class B                    04/30/99*      10.43       (0.11)           2.09          1.98
                             10/31/98(4)    10.00       (0.14)           0.57          0.43
  Class C                    04/30/99*      10.40       (0.11)           2.08          1.97
                             10/31/98(4)    10.00       (0.14)           0.54          0.40
  Class X                    04/30/99*      10.41       (0.11)           2.08          1.97
                             10/31/98(4)    10.00       (0.14)           0.55          0.41
ASAF LORD ABBETT
GROWTH AND INCOME FUND:
- ---------------------------
- ---------------------------
 Class A                     04/30/99*    $ 10.52      $ 0.03          $ 1.93        $ 1.96
                             10/31/98(4)    10.00        0.05            0.50          0.55
  Class B                    04/30/99*      10.53          --            1.94          1.94
                             10/31/98(4)    10.00        0.01            0.52          0.53
  Class C                    04/30/99*      10.51          --            1.94          1.94
                             10/31/98(4)    10.00        0.01            0.50          0.51
  Class X                    04/30/99*      10.52          --            1.94          1.94
                             10/31/98(4)    10.00        0.01            0.51          0.52
ASAF JANUS
OVERSEAS GROWTH FUND:
- ---------------------------
- ---------------------------
 Class A                     04/30/99*    $ 10.55      $(0.04)         $ 1.51        $ 1.47
                             10/31/98(4)    10.00        0.01            0.54          0.55
  Class B                    04/30/99*      10.51       (0.07)           1.50          1.43
                             10/31/98(4)    10.00       (0.04)           0.55          0.51
  Class C                    04/30/99*      10.52       (0.07)           1.50          1.43
                             10/31/98(4)    10.00       (0.04)           0.56          0.52
  Class X                    04/30/99*      10.50       (0.07)           1.50          1.43
                             10/31/98(4)    10.00       (0.04)           0.54          0.50

<CAPTION>

                                        Less Distributions
                            ------------------------------------------
                             From Net     In Excess of
                            Investment   Net Investment   From Capital
                              Income         Income          Gains
                            ----------   --------------   ------------
<S>                         <C>          <C>              <C>
ASAF FEDERATED
HIGH YIELD BOND FUND:
- --------------------------
- --------------------------
 Class A                      $(0.39)        $   --          $   --
                               (0.74)            --              --
                               (0.05)            --              --
  Class B                      (0.37)            --              --
                               (0.69)            --              --
                               (0.04)            --              --
  Class C                      (0.37)            --              --
                               (0.69)            --              --
                               (0.03)            --              --
  Class X                      (0.37)            --              --
                               (0.69)            --              --
                               (0.04)            --              --
ASAF OPPENHEIMER
LARGE-CAP GROWTH FUND:
- --------------------------
- --------------------------
 Class A                      $   --         $   --          $   --
                                  --             --              --
  Class B                         --             --              --
                                  --             --              --
  Class C                         --             --              --
                                  --             --              --
  Class X                         --             --              --
                                  --             --              --
ASAF LORD ABBETT
GROWTH AND INCOME FUND:
- --------------------------
- --------------------------
 Class A                      $(0.03)        $   --          $   --
                               (0.03)            --              --
  Class B                      (0.01)            --              --
                                  --             --              --
  Class C                      (0.01)            --              --
                                  --             --              --
  Class X                      (0.01)            --              --
                                  --             --              --
ASAF JANUS
OVERSEAS GROWTH FUND:
- --------------------------
- --------------------------
 Class A                      $   --         $   --          $   --
                                  --             --              --
  Class B                         --             --              --
                                  --             --              --
  Class C                         --             --              --
                                  --             --              --
  Class X                         --             --              --
                                  --             --              --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  Ratios of Expenses
                                            Supplemental Data                    to Average Net Assets
                                  -------------------------------------   -----------------------------------
                    Net Asset                 Net Assets at   Portfolio
      Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
  Distributions   End of Period   Return(2)    (In 000's)       Rate      Reimbursement(3)   Reimbursement(3)
  -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
  <S>             <C>             <C>         <C>             <C>         <C>                <C>

     $(0.39)         $10.03         11.24%       $15,451          11%           1.50%               1.84%
      (0.74)           9.38          1.67%         6,979          22%           1.50%               2.90%
      (0.05)           9.93         (0.23%)        2,154          11%           1.50%              30.49%
      (0.37)          10.04         10.95%        49,646          11%           2.00%               2.34%
      (0.69)           9.39          1.25%        20,495          22%           2.00%               3.32%
      (0.04)           9.93         (0.30%)          920          11%           2.00%              30.22%
      (0.37)          10.04         10.95%        12,718          11%           2.00%               2.36%
      (0.69)           9.38          1.26%         5,732          22%           2.00%               3.41%
      (0.03)           9.93         (0.36%)          206          11%           2.00%              29.26%
      (0.37)          10.03         10.85%        19,650          11%           2.00%               2.36%
      (0.69)           9.39          1.26%        12,402          22%           2.00%               3.33%
      (0.04)           9.93         (0.25%)          556          11%           2.00%              30.95%
     $   --          $12.45         19.25%       $ 5,518         195%           1.80%               2.54%
         --           10.44          4.40%         2,690         207%           1.80%               4.29%
         --           12.41         18.98%        17,411         195%           2.30%               3.05%
         --           10.43          4.30%         7,468         207%           2.30%               4.77%
         --           12.37         18.94%         5,102         195%           2.30%               3.07%
         --           10.40          4.00%         2,634         207%           2.30%               4.67%
         --           12.38         18.92%        10,182         195%           2.30%               3.05%
         --           10.41          4.10%         6,879         207%           2.30%               4.77%
     $(0.03)         $12.45         18.70%       $14,590          29%           1.60%               2.25%
      (0.03)          10.52          5.48%         5,572          42%           1.60%               3.57%
      (0.01)          12.46         18.38%        31,179          29%           2.10%               2.76%
         --           10.53          5.32%        10,710          42%           2.10%               4.06%
      (0.01)          12.44         18.42%        12,569          29%           2.10%               2.76%
         --           10.51          5.12%         5,019          42%           2.10%               4.01%
      (0.01)          12.45         18.40%        18,896          29%           2.10%               2.75%
         --           10.52          5.22%        11,350          42%           2.10%               3.98%
     $   --          $12.02         13.93%       $29,356          33%           2.10%               2.48%
         --           10.55          5.50%         8,812         101%           2.10%               4.12%
         --           11.94         13.61%        45,306          33%           2.60%               2.99%
         --           10.51          5.10%        15,339         101%           2.60%               4.58%
         --           11.95         13.59%        26,913          33%           2.60%               2.99%
         --           10.52          5.20%         9,580         101%           2.60%               4.58%
         --           11.93         13.62%        22,156          33%           2.60%               2.98%
         --           10.50          5.00%        11,226         101%           2.60%               4.60%

<CAPTION>

                 Ratio of Net Investment
      Total         Income (Loss) to
  Distributions   Average Net Assets(3)
  -------------  -----------------------
  <S>            <C>
     $(0.39)               7.96%
      (0.74)               7.42%
      (0.05)               4.76%
      (0.37)               7.40%
      (0.69)               6.90%
      (0.04)               3.15%
      (0.37)               7.44%
      (0.69)               6.96%
      (0.03)               3.55%
      (0.37)               7.52%
      (0.69)               6.96%
      (0.04)               3.65%
     $   --               (1.27%)
         --               (1.12%)
         --               (1.78%)
         --               (1.62%)
         --               (1.79%)
         --               (1.62%)
         --               (1.77%)
         --               (1.62%)
     $(0.03)               0.56%
      (0.03)               0.62%
      (0.01)               0.03%
         --                0.14%
      (0.01)               0.03%
         --                0.15%
      (0.01)               0.05%
         --                0.17%
     $   --               (0.69%)
         --                0.06%
         --               (1.20%)
         --               (0.44%)
         --               (1.21%)
         --               (0.45%)
         --               (1.22%)
         --               (0.41%)
</TABLE>

(1) Commenced operations on July 28, 1997.
(2) Total return for Class X shares does not reflect the payment of bonus
shares.
(3) Annualized for periods less than one year.
(4) Commenced operations on December 31, 1997.
 * Unaudited.
Per share data has been calculated based on the average daily number of shares
outstanding throughout the period.

See Notes to Financial Statements.


<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                             Increase (Decrease) from
                                                               Investment Operations
                                          Net Asset  -----------------------------------------
                                            Value         Net        Net Realized   Total from
                               Period     Beginning   Investment     & Unrealized   Investment
                               Ended      of Period  Income (Loss)   Gain (Loss)    Operations
                              --------    ---------  -------------   ------------   ----------
<S>                           <C>         <C>        <C>             <C>            <C>
ASAF MARSICO
CAPITAL GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99*    $ 10.13      $(0.03)         $ 3.52        $ 3.49
                              10/31/98(1)    10.00        0.01            0.12          0.13
  Class B                     04/30/99*      10.12       (0.06)           3.52          3.46
                              10/31/98(1)    10.00          --            0.12          0.12
  Class C                     04/30/99*      10.11       (0.06)           3.52          3.46
                              10/31/98(1)    10.00          --            0.11          0.11
  Class X                     04/30/99*      10.11       (0.06)           3.51          3.45
                              10/31/98(1)    10.00          --            0.11          0.11
ASAF NEUBERGER BERMAN
MID-CAP GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99*    $ 11.81      $(0.07)         $ 2.83        $ 2.76
                              10/31/98(1)    10.00       (0.01)           1.82          1.81
  Class B                     04/30/99*      11.79       (0.11)           2.82          2.71
                              10/31/98(1)    10.00       (0.01)           1.80          1.79
  Class C                     04/30/99*      11.79       (0.11)           2.83          2.72
                              10/31/98(1)    10.00       (0.01)           1.80          1.79
  Class X                     04/30/99*      11.79       (0.11)           2.82          2.71
                              10/31/98(1)    10.00       (0.01)           1.80          1.79
ASAF NEUBERGER BERMAN
MID-CAP VALUE FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99*    $ 10.23      $ 0.03          $ 1.89        $ 1.92
                              10/31/98(1)    10.00        0.02            0.21          0.23
  Class B                     04/30/99*      10.22          --            1.89          1.89
                              10/31/98(1)    10.00        0.01            0.21          0.22
  Class C                     04/30/99*      10.22          --            1.89          1.89
                              10/31/98(1)    10.00          --            0.22          0.22
  Class X                     04/30/99*      10.22          --            1.88          1.88
                              10/31/98(1)    10.00        0.01            0.21          0.22

<CAPTION>

                                           Less Distributions
                               ------------------------------------------
                                From Net     In Excess of
                               Investment   Net Investment   From Capital
                                 Income         Income          Gains
                               ----------   --------------   ------------
<S>                            <C>          <C>              <C>
ASAF MARSICO
CAPITAL GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                         $(0.01)        $   --          $   --
                                     --             --              --
  Class B                            --             --              --
                                     --             --              --
  Class C                            --             --              --
                                     --             --              --
  Class X                            --             --              --
                                     --             --              --
ASAF NEUBERGER BERMAN
MID-CAP GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                         $   --         $   --          $(0.15)
                                     --             --              --
  Class B                            --             --           (0.15)
                                     --             --              --
  Class C                            --             --           (0.15)
                                     --             --              --
  Class X                            --             --           (0.15)
                                     --             --              --
ASAF NEUBERGER BERMAN
MID-CAP VALUE FUND:
- ----------------------------
- ----------------------------
 Class A                         $(0.03)        $   --          $   --
                                     --             --              --
  Class B                         (0.01)            --              --
                                     --             --              --
  Class C                         (0.01)            --              --
                                     --             --              --
  Class X                         (0.01)            --              --
                                     --             --              --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                Ratios of Expenses
                                          Supplemental Data                    to Average Net Assets
                                -------------------------------------   -----------------------------------
                  Net Asset                 Net Assets at   Portfolio
    Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
Distributions   End of Period   Return(2)    (In 000's)       Rate      Reimbursement(3)   Reimbursement(3)
- -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
<S>             <C>             <C>         <C>             <C>         <C>                <C>
   $(0.01)         $13.61         34.59%      $ 55,760          56%           1.75%               1.94%
       --           10.13          1.20%         7,037          67%           1.75%               2.84%
       --           13.58         34.32%       137,619          56%           2.25%               2.45%
       --           10.12          1.10%        17,994          67%           2.25%               3.29%
       --           13.57         34.22%        70,880          56%           2.25%               2.45%
       --           10.11          1.10%        11,012          67%           2.25%               3.44%
       --           13.56         34.26%        30,858          56%           2.25%               2.44%
       --           10.11          1.10%         5,746          67%           2.25%               3.22%
   $(0.15)         $14.42         23.42%      $  5,414          52%           1.75%               2.95%
       --           11.81         18.00%           587         122%           1.75%               5.66%
    (0.15)          14.35         23.04%        10,706          52%           2.25%               3.44%
       --           11.79         17.80%           991         122%           2.25%              15.98%
    (0.15)          14.36         23.02%         5,897          52%           2.25%               3.47%
       --           11.79         17.90%           903         122%           2.25%              20.25%
    (0.15)          14.35         22.93%         3,726          52%           2.25%               3.52%
       --           11.79         17.90%           509         122%           2.25%              10.43%
   $(0.03)         $12.12         18.83%      $  3,667          64%           1.75%               3.43%
       --           10.23          2.30%           717           3%           1.75%               9.44%
    (0.01)          12.10         18.53%         8,584          64%           2.25%               3.95%
       --           10.22          2.20%         1,886           3%           2.25%               9.10%
    (0.01)          12.10         18.53%         3,479          64%           2.25%               3.97%
       --           10.22          2.20%           997           3%           2.25%              13.91%
    (0.01)          12.09         18.43%         2,102          64%           2.25%               3.95%
       --           10.22          2.20%           295           3%           2.25%              12.90%

<CAPTION>

               Ratio of Net Investment
    Total         Income (Loss) to
Distributions   Average Net Assets(3)
- -------------  -----------------------
<S>            <C>
   $(0.01)              (0.51%)
       --                0.72%
       --               (1.02%)
       --                0.25%
       --               (1.01%)
       --                0.24%
       --               (1.02%)
       --                0.20%
   $(0.15)              (1.07%)
       --               (0.52%)
    (0.15)              (1.59%)
       --               (0.78%)
    (0.15)              (1.60%)
       --               (0.72%)
    (0.15)              (1.61%)
       --               (0.67%)
   $(0.03)               0.48%
       --                0.87%
    (0.01)              (0.03%)
       --                0.47%
    (0.01)              (0.03%)
       --                0.26%
    (0.01)              (0.04%)
       --                0.34%
</TABLE>

(1) Commenced operations on August 19, 1998.
(2) Total return for Class X shares does not reflect the payment of bonus
shares.
(3) Annualized for periods less than one year.
 * Unaudited.
Per share data has been calculated based on the average daily number of shares
outstanding throughout the period.

See Notes to Financial Statements.


<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                             Increase (Decrease) from
                                                               Investment Operations
                                          Net Asset  -----------------------------------------
                                            Value         Net        Net Realized   Total from
                               Period     Beginning   Investment     & Unrealized   Investment
                               Ended      of Period  Income (Loss)   Gain (Loss)    Operations
                              --------    ---------  -------------   ------------   ----------
<S>                           <C>         <C>        <C>             <C>            <C>
ASAF T. ROWE PRICE
INTERNATIONAL
EQUITY FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99**   $  9.39      $(0.01)         $ 1.13        $ 1.12
                              10/31/98        8.93       (0.02)           0.48          0.46
                              10/31/97(1)     9.74        0.01           (0.82)        (0.81)
  Class B                     04/30/99**      9.59       (0.04)           1.17          1.13
                              10/31/98        9.16       (0.07)           0.50          0.43
                              10/31/97(1)    10.00       (0.01)          (0.83)        (0.84)
  Class C                     04/30/99**      9.57       (0.05)           1.18          1.13
                              10/31/98        9.16       (0.06)           0.47          0.41
                              10/31/97(1)    10.00       (0.01)          (0.83)        (0.84)
  Class X                     04/30/99**      9.61       (0.05)           1.18          1.13
                              10/31/98        9.18       (0.07)           0.50          0.43
                              10/31/97(1)    10.00       (0.01)          (0.81)        (0.82)
ASAF JANUS
CAPITAL GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99**   $ 14.41      $(0.07)         $ 6.41        $ 6.34
                              10/31/98       11.40       (0.01)           3.05          3.04
                              10/31/97(1)    11.18        0.09            0.13          0.22
  Class B                     04/30/99**     12.87       (0.10)           5.70          5.60
                              10/31/98       10.19       (0.08)           2.77          2.69
                              10/31/97(1)    10.00        0.06            0.13          0.19
  Class C                     04/30/99**     12.85       (0.10)           5.68          5.58
                              10/31/98       10.19       (0.08)           2.75          2.67
                              10/31/97(1)    10.00        0.05            0.14          0.19
  Class X                     04/30/99**     12.88       (0.10)           5.71          5.61
                              10/31/98       10.20       (0.09)           2.78          2.69
                              10/31/97(1)    10.00        0.05            0.15          0.20
ASAF INVESCO
EQUITY INCOME FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99**   $ 11.75      $ 0.09          $ 1.77        $ 1.86
                              10/31/98       10.45        0.22            1.20          1.42
                              10/31/97(1)     9.98        0.14            0.33          0.47
  Class B                     04/30/99**     11.77        0.06            1.76          1.82
                              10/31/98       10.45        0.15            1.24          1.39
                              10/31/97(1)    10.00        0.10            0.35          0.45
  Class C                     04/30/99**     11.77        0.06            1.76          1.82
                              10/31/98       10.46        0.15            1.23          1.38
                              10/31/97(1)    10.00        0.10            0.36          0.46
  Class X                     04/30/99**     11.76        0.06            1.76          1.82
                              10/31/98       10.45        0.15            1.23          1.38
                              10/31/97(1)    10.00        0.11            0.34          0.45

<CAPTION>

                                           Less Distributions
                               ------------------------------------------
                                From Net     In Excess of
                               Investment   Net Investment   From Capital
                                 Income         Income          Gains
                               ----------   --------------   ------------
<S>                            <C>          <C>              <C>
ASAF T. ROWE PRICE
INTERNATIONAL
EQUITY FUND:
- ----------------------------
- ----------------------------
 Class A                        $ (0.07)        $   --          $   --
                                     --             --              --
                                     --             --              --
  Class B                         (0.02)            --              --
                                     --             --              --
                                     --             --              --
  Class C                         (0.02)            --              --
                                     --             --              --
                                     --             --              --
  Class X                         (0.02)            --              --
                                     --             --              --
                                     --             --              --
ASAF JANUS
CAPITAL GROWTH FUND:
- ----------------------------
- ----------------------------
 Class A                        $    --         $   --          $   --
                                  (0.02)         (0.01)             --
                                     --             --              --
  Class B                            --             --              --
                                  (0.01)            --              --
                                     --             --              --
  Class C                            --             --              --
                                  (0.01)            --              --
                                     --             --              --
  Class X                            --             --              --
                                  (0.01)            --              --
                                     --             --              --
ASAF INVESCO
EQUITY INCOME FUND:
- ----------------------------
- ----------------------------
 Class A                        $ (0.08)        $   --          $   --
                                  (0.12)            --              --
                                     --             --              --
  Class B                         (0.04)            --              --
                                  (0.07)            --              --
                                     --             --              --
  Class C                         (0.04)            --              --
                                  (0.07)            --              --
                                     --             --              --
  Class X                         (0.04)            --              --
                                  (0.07)            --              --
                                     --             --              --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                Ratios of Expenses
                                          Supplemental Data                   to Average Net Assets*
                                -------------------------------------   -----------------------------------
                  Net Asset                 Net Assets at   Portfolio
    Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
Distributions   End of Period   Return(2)    (In 000's)      Rate(3)    Reimbursement(4)   Reimbursement(4)
- -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
<S>             <C>             <C>         <C>             <C>         <C>                <C>
   $ (0.07)        $10.44         11.93%      $  3,244          12%           2.10%               3.78%
        --           9.39          5.15%         1,685          20%           2.10%               6.06%
        --           8.93         (8.32%)          218           1%           2.10%              51.87%
     (0.02)         10.70         11.76%         5,904          12%           2.60%               4.29%
        --           9.59          4.69%         3,318          20%           2.60%               6.50%
        --           9.16         (8.40%)          390           1%           2.60%              38.12%
     (0.02)         10.68         11.78%         3,459          12%           2.60%               4.29%
        --           9.57          4.48%         2,282          20%           2.60%               6.55%
        --           9.16         (8.40%)          198           1%           2.60%              33.95%
     (0.02)         10.72         11.74%         6,251          12%           2.60%               4.30%
        --           9.61          4.68%         5,144          20%           2.60%               6.54%
        --           9.18         (8.20%)          756           1%           2.60%              46.77%
   $    --         $20.75         44.00%      $133,537           7%           1.70%               1.88%
     (0.03)         14.41         26.77%        24,558          77%           1.70%               2.65%
        --          11.40          1.97%           706          83%           1.70%              26.77%
        --          18.47         43.51%       336,036           7%           2.20%               2.38%
     (0.01)         12.87         26.40%        56,582          77%           2.20%               3.14%
        --          10.19          1.90%         1,718          83%           2.20%              16.45%
        --          18.43         43.42%       127,523           7%           2.20%               2.38%
     (0.01)         12.85         26.20%        21,710          77%           2.20%               3.13%
        --          10.19          1.90%           452          83%           2.20%              15.78%
        --          18.49         43.56%        94,620           7%           2.20%               2.38%
     (0.01)         12.88         26.37%        36,575          77%           2.20%               3.16%
        --          10.20          2.00%         1,474          83%           2.20%              24.39%
   $ (0.08)        $13.53         15.85%      $ 19,820          43%           1.55%               1.92%
     (0.12)         11.75         13.64%         8,911          70%           1.55%               2.86%
        --          10.45          4.71%           471          46%           1.55%              29.14%
     (0.04)         13.55         15.53%        45,105          43%           2.05%               2.42%
     (0.07)         11.77         13.30%        18,045          70%           2.05%               3.38%
        --          10.45          4.50%         1,408          46%           2.05%              19.54%
     (0.04)         13.55         15.53%        20,191          43%           2.05%               2.42%
     (0.07)         11.77         13.19%         8,362          70%           2.05%               3.33%
        --          10.46          4.60%           255          46%           2.05%              20.89%
     (0.04)         13.54         15.54%        27,659          43%           2.05%               2.42%
     (0.07)         11.76         13.21%        18,296          70%           2.05%               3.35%
        --          10.45          4.50%         1,174          46%           2.05%              36.25%

<CAPTION>

               Ratio of Net Investment
    Total         Income (Loss) to
Distributions  Average Net Assets(4)*
- -------------  -----------------------
<S>            <C>
   $ (0.07)             (0.43%)
        --              (0.16%)
        --               0.07%
     (0.02)             (0.97%)
        --              (0.70%)
        --              (0.51%)
     (0.02)             (1.04%)
        --              (0.58%)
        --              (0.53%)
     (0.02)             (1.09%)
        --              (0.68%)
        --              (0.28%)
   $    --              (0.69%)
     (0.03)             (0.24%)
        --               2.72%
        --              (1.19%)
     (0.01)             (0.74%)
        --               2.27%
        --              (1.19%)
     (0.01)             (0.75%)
        --               1.95%
        --              (1.18%)
     (0.01)             (0.76%)
        --               2.05%
   $ (0.08)              1.38%
     (0.12)              1.72%
        --               4.81%
     (0.04)              0.88%
     (0.07)              1.27%
        --               3.68%
     (0.04)              0.87%
     (0.07)              1.27%
        --               3.82%
     (0.04)              0.88%
     (0.07)              1.27%
        --               4.05%
</TABLE>

(1) Calculated from July 28, 1997 (Date of initial shares sold subsequent to the
    effective date of the Funds' registration statement under The Securities Act
    of 1933.
(2) Total return for Class X shares does not reflect the payment of bonus
shares.
(3) Represents Portfolio Turnover Rate in corresponding Master Portfolios.
(4) Annualized for periods less than one year.
 * Represents the combined ratios for the respective fund and its respective pro
rata share of its Master Portfolio.
 ** Unaudited.
Per share data has been calculated based on the average daily number of shares
outstanding throughout the period.

See Notes to Financial Statements.


<PAGE>

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                             Increase (Decrease) from
                                                               Investment Operations
                                          Net Asset  -----------------------------------------
                                            Value         Net        Net Realized   Total from
                               Period     Beginning   Investment     & Unrealized   Investment
                               Ended      of Period  Income (Loss)   Gain (Loss)    Operations
                              --------    ---------  -------------   ------------   ----------
<S>                           <C>         <C>        <C>             <C>            <C>
ASAF TOTAL
RETURN BOND FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99**   $ 10.79      $ 0.33          $(0.28)       $ 0.05
                              10/31/98       10.28        0.35            0.54          0.89
                              10/31/97(1)    10.07        0.15            0.09          0.24
  Class B                     04/30/99**     10.68        0.29           (0.27)         0.02
                              10/31/98       10.16        0.31            0.53          0.84
                              10/31/97(1)    10.00        0.10            0.09          0.19
  Class C                     04/30/99**     10.67        0.29           (0.26)         0.03
                              10/31/98       10.16        0.31            0.52          0.83
                              10/31/97(1)    10.00        0.10            0.09          0.19
  Class X                     04/30/99**     10.69        0.27           (0.25)         0.02
                              10/31/98       10.17        0.34            0.50          0.84
                              10/31/97(1)    10.00        0.09            0.10          0.19
ASAF JPM
MONEY MARKET FUND:
- ----------------------------
- ----------------------------
 Class A                      04/30/99**   $  1.00      $0.020          $   --        $0.020
                              10/31/98        1.00       0.039              --         0.039
                              10/31/97(1)     1.00       0.009              --         0.009
  Class B                     04/30/99**      1.00       0.010              --         0.010
                              10/31/98        1.00       0.033              --         0.033
                              10/31/97(1)     1.00       0.007              --         0.007
  Class C                     04/30/99**      1.00       0.010              --         0.010
                              10/31/98        1.00       0.034              --         0.034
                              10/31/97(1)     1.00       0.007              --         0.007
  Class X                     04/30/99**      1.00       0.010              --         0.010
                              10/31/98        1.00       0.034              --         0.034
                              10/31/97(1)     1.00       0.008              --         0.008

<CAPTION>

                                           Less Distributions
                               ------------------------------------------
                                From Net     In Excess of
                               Investment   Net Investment   From Capital
                                 Income         Income          Gains
                               ----------   --------------   ------------
<S>                            <C>          <C>              <C>
ASAF TOTAL
RETURN BOND FUND:
- ----------------------------
- ----------------------------
 Class A                        $ (0.31)        $   --          $(0.07)
                                  (0.38)            --              --
                                  (0.03)            --              --
  Class B                         (0.28)            --           (0.07)
                                  (0.32)            --              --
                                  (0.03)            --              --
  Class C                         (0.28)            --           (0.07)
                                  (0.32)            --              --
                                  (0.03)            --              --
  Class X                         (0.28)            --           (0.07)
                                  (0.32)            --              --
                                  (0.02)            --              --
ASAF JPM
MONEY MARKET FUND:
- ----------------------------
- ----------------------------
 Class A                        $(0.020)        $   --          $   --
                                 (0.039)            --              --
                                 (0.009)            --              --
  Class B                        (0.010)            --              --
                                 (0.033)            --              --
                                 (0.007)            --              --
  Class C                        (0.010)            --              --
                                 (0.034)            --              --
                                 (0.007)            --              --
  Class X                        (0.010)            --              --
                                 (0.034)            --              --
                                 (0.008)            --              --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                Ratios of Expenses
                                          Supplemental Data                   to Average Net Assets*
                                -------------------------------------   -----------------------------------
                  Net Asset                 Net Assets at   Portfolio
    Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
Distributions   End of Period   Return(2)    (In 000's)      Rate(3)    Reimbursement(4)   Reimbursement(4)
- -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
<S>             <C>             <C>         <C>             <C>         <C>                <C>
   $ (0.38)        $10.46          0.09%      $ 14,814          70%           1.40%               1.78%
     (0.38)         10.79          8.79%         6,034         418%           1.40%               2.93%
     (0.03)         10.28          2.39%            61          93%           1.40%              66.92%
     (0.35)         10.35         (0.18%)       50,076          70%           1.90%               2.28%
     (0.32)         10.68          8.36%        17,821         418%           1.90%               3.58%
     (0.03)         10.16          1.90%           547          93%           1.90%              39.35%
     (0.35)         10.35         (0.09%)       18,468          70%           1.90%               2.29%
     (0.32)         10.67          8.26%         8,743         418%           1.90%               3.52%
     (0.03)         10.16          1.93%           165          93%           1.90%              33.68%
     (0.35)         10.36         (0.17%)       17,287          70%           1.90%               2.29%
     (0.32)         10.69          8.36%        11,698         418%           1.90%               3.68%
     (0.02)         10.17          1.94%           410          93%           1.90%              67.46%
   $(0.020)        $ 1.00          1.71%      $ 19,568         N/A            1.50%               1.66%
    (0.039)          1.00          3.94%         7,372         N/A            1.50%               2.42%
    (0.009)          1.00          0.92%           307         N/A            1.50%              31.53%
    (0.010)          1.00          1.45%        31,328         N/A            2.00%               2.16%
    (0.033)          1.00          3.39%        16,554         N/A            2.00%               2.89%
    (0.007)          1.00          0.75%           354         N/A            2.00%              37.83%
    (0.010)          1.00          1.46%        13,160         N/A            2.00%               2.16%
    (0.034)          1.00          3.42%         6,895         N/A            2.00%               3.07%
    (0.007)          1.00          0.71%           332         N/A            2.00%              24.34%
    (0.010)          1.00          1.46%        17,733         N/A            2.00%               2.17%
    (0.034)          1.00          3.42%        12,533         N/A            2.00%               3.18%
    (0.008)          1.00          0.77%           566         N/A            2.00%              39.71%

<CAPTION>

               Ratio of Net Investment
    Total         Income (Loss) to
Distributions  Average Net Assets(4)*
- -------------  -----------------------
<S>            <C>
   $ (0.38)              5.15%
     (0.38)              4.76%
     (0.03)              4.42%
     (0.35)              4.61%
     (0.32)              4.23%
     (0.03)              4.13%
     (0.35)              4.66%
     (0.32)              4.27%
     (0.03)              4.32%
     (0.35)              4.71%
     (0.32)              4.25%
     (0.02)              3.94%
   $(0.020)              3.38%
    (0.039)              3.90%
    (0.009)              3.34%
    (0.010)              2.89%
    (0.033)              3.30%
    (0.007)              2.98%
    (0.010)              2.90%
    (0.034)              3.40%
    (0.007)              2.85%
    (0.010)              2.92%
    (0.034)              3.42%
    (0.008)              2.97%
</TABLE>

(1) Calculated from July 28, 1997 (Date of initial shares sold subsequent to the
    effective date of the Funds' registration statement under The Securities Act
    of 1933.
(2) Total return for Class X shares does not reflect the payment of bonus
shares.
(3) Represents Portfolio Turnover Rate in corresponding Master Portfolios.
(4) Annualized for periods less than one year.
 * Represents the combined ratios for the respective fund and its respective pro
rata share of its Master Portfolio.
 ** Unaudited.
Per share data has been calculated based on the average daily number of shares
outstanding throughout the period.

See Notes to Financial Statements.


<PAGE>

APRIL 30, 1999

(UNAUDITED)

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     American Skandia Advisor Funds, Inc. (the "Company") is an open-end
management investment company, registered under the Investment Company Act of
1940, as amended. The Company was organized on March 5, 1997 as a Maryland
Corporation. The Company operates as a series company and, at April 30, 1999,
consisted of 16 diversified investment portfolios (each a "Fund" and
collectively the "Funds"). Five of the Funds -- ASAF T. Rowe Price International
Equity Fund ("International Equity"), ASAF Janus Capital Growth Fund ("Janus
Capital Growth"), ASAF INVESCO Equity Income Fund ("Equity Income"), ASAF Total
Return Bond Fund ("Total Return Bond"), and ASAF JPM Money Market Fund ("Money
Market") (each a "Feeder Fund" and collectively the "Feeder Funds") -- invest
all of their investable assets in a corresponding portfolio of American Skandia
Master Trust (each a "Portfolio" and collectively the "Portfolios"), an open-end
management investment company comprised of five diversified investment
portfolios. The value of each Feeder Fund's investment in each Portfolio,
included in the accompanying Statements of Assets and Liabilities, reflects each
Feeder Fund's beneficial interest in the net assets of that Portfolio. At April
30, 1999, the Feeder Funds held the following percentage interests in their
corresponding Portfolios.

<TABLE>
<S>                                                      <C>
ASMT T. Rowe Price International Equity Portfolio        83.3%
ASMT Janus Capital Growth Portfolio                      96.1%
ASMT INVESCO Equity Income Portfolio                     87.2%
ASMT PIMCO Total Return Bond Portfolio                   84.7%
ASMT JPM Money Market Portfolio                          94.1%
</TABLE>

     The financial statements of each Portfolio, including the Schedules of
Investments, are included elsewhere within this report and should be read in
conjunction with each Feeder Fund's financial statements.

     The remaining 11 Funds of the Company -- ASAF Founders International Small
Capitalization Fund ("International Small Cap"), ASAF Janus Small-Cap Growth
Fund ("Small-Cap Growth") (formerly, ASAF Founders Small Capitalization Fund),
ASAF T. Rowe Price Small Company Value Fund ("Small Company Value"), ASAF
American Century Strategic Balanced Fund ("Strategic Balanced"), ASAF Federated
High Yield Bond Fund ("High Yield Bond"), ASAF Oppenheimer Large-Cap Growth Fund
("Large-Cap Growth") (formerly, ASAF Robertson Stephens Value + Growth Fund),
ASAF Lord Abbett Growth and Income Fund ("Growth and Income"), ASAF Janus
Overseas Growth Fund ("Overseas Growth"), ASAF Marsico Capital Growth Fund
("Marsico Capital Growth"), ASAF Neuberger Berman Mid-Cap Growth Fund ("Mid-Cap
Growth"), and ASAF Neuberger Berman Mid-Cap Value Fund ("Mid-Cap Value") (each a
"Non-Feeder Fund" and collectively the "Non-Feeder Funds") -- directly invest
and manage their own portfolio of securities.

2. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following is a summary of significant accounting policies followed by
the Funds, in conformity with generally accepted accounting principles, in the
preparation of their financial statements. The preparation of financial
statements requires management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements. Actual results
could differ from those estimates.


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

SECURITY VALUATION

FEEDER FUNDS -- The value of each Feeder Fund's beneficial interest in the
Portfolio in which it invests is determined by the Fund's percentage interest in
the Portfolio, multiplied by the Portfolio's net assets. Valuation of securities
held by the Portfolios is discussed in Note 2 to the financial statements of
American Skandia Master Trust.

NON-FEEDER FUNDS -- Securities are valued at the close of trading on the New
York Stock Exchange. Equity securities are valued generally at the last reported
sales price on the securities exchange on which they are primarily traded, or at
the last reported sales price on the NASDAQ National Securities Market.
Securities not listed on an exchange or securities market, or securities in
which there were no transactions, are valued at the average of the most recent
bid and asked prices.

     Debt securities are generally traded in the over-the-counter market and are
valued at a price deemed best to reflect fair value as quoted by dealers who
make markets in these securities or by an independent pricing service. Debt
securities which mature in 60 days or less are valued at cost (or market value
60 days prior to maturity), adjusted for amortization to maturity of any premium
or discount.

     Securities for which market quotations are not readily available are valued
at fair value as determined in accordance with procedures adopted by the Board
of Directors. As of April 30, 1999, there were no securities valued in
accordance with such procedures.

FOREIGN CURRENCY TRANSLATION

NON-FEEDER FUNDS -- Securities and other assets and liabilities denominated in
foreign currencies are converted each business day into U.S. dollars based on
the prevailing rates of exchange. Purchases and sales of portfolio securities
and income and expenses are converted into U.S. dollars on the respective dates
of such transactions.

     Gains and losses resulting from changes in exchange rates applicable to
foreign securities are not reported separately from gains and losses arising
from movements in securities prices.

     Net realized foreign exchange gains and losses include gains and losses
from sales and maturities of foreign currency exchange contracts, gains and
losses realized between the trade and settlement dates of foreign securities
transactions, and the difference between the amount of net investment income
accrued on foreign securities and the U.S. dollar amount actually received. Net
unrealized foreign exchange gains and losses include gains and losses from
changes in the value of assets and liabilities other than portfolio securities,
resulting from changes in exchange rates.

FOREIGN CURRENCY EXCHANGE CONTRACTS

NON-FEEDER FUNDS -- A foreign currency exchange contract ("FCEC") is a
commitment to purchase or sell a specified amount of a foreign currency at a
specified future date, in exchange for either a specified amount of another
foreign currency or U.S. dollars.

     FCECs are valued at the forward exchange rates applicable to the underlying
currencies, and changes in market value are recorded as unrealized gains and
losses until the contract settlement date.

     Risks could arise from entering into FCECs if the counterparties to the
contracts were unable to meet the terms of their contracts. In addition, the use
of FCECs may not only hedge against losses on securities denominated in foreign
currency, but may also reduce potential gains on securities from favorable
movements in exchange rates.


<PAGE>

FUTURES CONTRACTS AND OPTIONS

NON-FEEDER FUNDS -- A financial futures contract calls for delivery of a
particular security at a specified price and future date. The seller of the
contract agrees to make delivery of the type of security called for in the
contract and the buyer agrees to take delivery at a specified future date. Such
contracts require an initial margin deposit, in cash or cash equivalents, equal
to a certain percentage of the contract amount. Subsequent payments (variation
margin) are made or received by the Fund each day, depending on the daily change
in the value of the contract. Futures contracts are valued based on their quoted
daily settlement prices. Fluctuations in value are recorded as unrealized gains
and losses until such time that the contracts are terminated.

     An option is a right to buy or sell a particular security at a specified
price within a limited period of time. The buyer of the option, in return for a
premium paid to the seller, has the right to buy (in the case of a call option)
or sell (in the case of a put option) the underlying security of the contract.
The premium received in cash from writing options is recorded as an asset with
an equal liability that is adjusted to reflect the options' value. The premium
received from writing options which expire is recorded as realized gains. The
premium received from writing options which are exercised or closed is offset
against the proceeds or amount paid on the transaction to determine the realized
gain or loss. If a put option is exercised, the premium reduces the cost basis
of the security or currency purchased. Options are valued based on their quoted
daily settlement prices.

     Risks could arise from entering into futures and written options
transactions from the potential inability of counterparties to meet the terms of
their contracts, the potential inability to enter into a closing transaction
because of an illiquid secondary market, and from unexpected movements in
interest or exchange rates or securities values.

REPURCHASE AGREEMENTS

NON-FEEDER FUNDS -- A repurchase agreement is a commitment to purchase
government securities from a seller who agrees to repurchase the securities at
an agreed-upon price and date. The excess of the resale price over the purchase
price determines the yield on the transaction. Under the terms of the agreement,
the market value, including accrued interest, of the government securities will
be at least equal to their repurchase price. Repurchase agreements are recorded
at cost, which, combined with accrued interest, approximates market value.

     Repurchase agreements bear a risk of loss in the event that the seller
defaults on its obligation to repurchase the securities. In such case, the Fund
may be delayed or prevented from exercising its right to dispose of the
securities.

DEFERRED ORGANIZATION COSTS

ALL FUNDS -- The Company bears all costs in connection with its organization.
All such costs are amortized on a straight-line basis over a five-year period
beginning on the date of the commencement of operations.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME

FEEDER FUNDS -- The Feeder Funds record their proportionate share of investment
operations, including net investment income and realized and unrealized gains
and losses, from the corresponding Portfolios in which they invest.

NON-FEEDER FUNDS -- Securities transactions are accounted for on the trade date.
Realized gains and losses from securities sold are recognized on the specific
identification basis. Dividend income is


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

recorded on the ex-dividend date. Corporate actions, including dividends, on
foreign securities are recorded on the ex-dividend date or, if such information
is not available, as soon as reliable information is available from the Funds'
sources. Interest income is recorded on the accrual basis and includes the
accretion of discount and amortization of premium.

MULTIPLE CLASSES OF SHARES

ALL FUNDS -- Each Fund is divided into Class A, B, C, and X shares. Each class
of shares is separately charged its respective distribution and service fees.
Income, expenses that are not specific to a particular class, and realized and
unrealized gains and losses are allocated to each class based on the daily value
of the shares of each class in relation to the total value of the Fund.
Dividends are declared separately for each class and the per-share amounts
reflect differences in class-specific expenses.

DISTRIBUTIONS TO SHAREHOLDERS

ALL FUNDS -- Dividends, if any, from net investment income are declared and paid
at least annually by the International Small Cap, Small-Cap Growth, Small
Company Value, Large-Cap Growth, Overseas Growth, Marsico Capital Growth,
Mid-Cap Growth, Mid-Cap Value, International Equity, and Janus Capital Growth
Funds, semiannually by the Strategic Balanced, Growth and Income, and Equity
Income Funds, declared daily and paid quarterly by the Total Return Bond Fund,
and declared daily and paid monthly by the High Yield Bond and Money Market
Funds. Net realized gains from investment transactions, if any, are distributed
at least annually. Distributions to shareholders are recorded on the ex-dividend
date.

3. AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The Non-Feeder Funds have entered into investment management agreements
with American Skandia Investment Services, Inc. ("Investment Manager") which
provide that the Investment Manager will furnish each Fund with investment
advice and investment management and administrative services. The Investment
Manager has engaged the following firms as Sub-advisors for their respective
Funds: Founders Asset Management, Inc. for International Small Cap; T. Rowe
Price Associates, Inc. for Small Company Value; American Century Investment
Management, Inc. for Strategic Balanced; Federated Investment Counseling for
High Yield Bond; OppenheimerFunds, Inc. for Large-Cap Growth; Lord Abbett & Co.
for Growth and Income; Janus Capital Corporation for Small-Cap Growth and
Overseas Growth; Marsico Capital Management, LLC for Marsico Capital Growth; and
Neuberger Berman Management Inc. for Mid-Cap Growth and Mid-Cap Value.

ADVISORY FEES

NON-FEEDER FUNDS -- The Investment Manager receives a fee, computed daily and
paid monthly, based on an annual rate of 1.10%, .90%, 1.00%, .90%, .70%, .90%,
1.00%, 1.10%, 1.00%, .90%, and .90% of the average daily net assets of the
International Small Cap, Small-Cap Growth, Small Company Value, Strategic
Balanced, High Yield Bond, Large-Cap Growth, Growth and Income, Overseas Growth,
Marsico Capital Growth, Mid-Cap Growth, and Mid-Cap Value Funds, respectively.
The fee for International Small Cap is reduced to 1.00% of the average daily net
assets in excess of $100 million. The fee for Large-Cap Growth is reduced to
 .85% of the average daily net assets in excess of $1 billion. The Investment
Manager is currently waiving a portion of its fee equal to .20% and .10% of the
average daily net assets of the Growth and Income and Overseas Growth Funds,
respectively.


<PAGE>

SUB-ADVISORY FEES

NON-FEEDER FUNDS -- The Investment Manager pays each Sub-advisor a fee, computed
daily and paid monthly, based on an annual rate of .60%, .50%, .60%, .50%, .25%,
 .35%, .50%, .60%, .45%, .40%, and .40% of the average daily net assets of the
International Small Cap, Small-Cap Growth, Small Company Value, Strategic
Balanced, High Yield Bond, Large-Cap Growth, Growth and Income, Overseas Growth,
Marsico Capital Growth, Mid-Cap Growth, and Mid-Cap Value Funds, respectively.
The Sub-advisors for Growth and Income and Overseas Growth are currently waiving
a portion of their fee payable by the Investment Manager. The annual rates of
the fees payable to the Sub-advisors for International Small Cap, Small-Cap
Growth, Strategic Balanced, High Yield Bond, Large-Cap Growth, Growth and
Income, and Overseas Growth are reduced for Fund net assets in excess of
specified levels.

NEW ADVISORY AND SUB-ADVISORY AGREEMENTS

NON-FEEDER FUNDS -- On December 16, 1998, the Board of Directors of the Company
approved changes in Sub-advisor for ASAF Robertson Stephens Value + Growth Fund
("Value + Growth") and ASAF Founders Small Capitalization Fund ("Small Cap"),
effective December 31, 1998 and January 1, 1999, respectively. In connection
with these changes, the shareholders of Value + Growth and Small Cap, on
February 25, 1999, approved new Sub-advisory Agreements with the replacement
Sub-advisors set forth below, effective March 1, 1999.

     OppenheimerFunds, Inc. became Sub-advisor to Value + Growth and the name of
the Fund was changed to ASAF Oppenheimer Large-Cap Growth Fund. Prior to
December 31, 1998, Robertson Stephens & Company Investment Management, L.P.
served as Sub-advisor to the Fund. Prior to March 1, 1999, the Investment
Manager received a fee, computed daily and paid monthly, based on an annual rate
of 1.10% of the average daily net assets of the Fund. The Investment Manager
voluntarily waived a portion of its fee equal to .10% of average daily net
assets. The Investment Manager paid the Sub-advisor a fee, computed daily and
paid monthly, based on an annual rate of .60% of the average daily net assets of
the Fund (with reductions for Fund assets in excess of specified levels). The
Sub-advisor voluntarily waived a portion of its fee equal to .10% of average
daily net assets.

     Janus Capital Corporation became Sub-advisor to Small Cap and the name of
the Fund was changed to ASAF Janus Small-Cap Growth Fund. Prior to January 1,
1999, Founders Asset Management, Inc. served as Sub-advisor to the Fund. Prior
to March 1, 1999, the Investment Manager paid the Fund's Sub-advisor a fee,
computed daily and paid monthly, based on an annual rate of .50% of the average
daily net assets of the Fund (with reductions for Fund assets in excess of
specified levels).

EXPENSE LIMITATION

ALL FUNDS -- The Investment Manager has voluntarily agreed to limit the
operating expenses of each Fund (exclusive of class-specific distribution fees)
to an annual rate of 1.60%, 1.20%, 1.25%, 1.10%, 1.00%, 1.30%, 1.10%, 1.60%,
1.25%, 1.25%, 1.25%, 1.60%, 1.20%, 1.05%, .90%, and 1.00% of the average daily
net assets of the International Small Cap, Small-Cap Growth, Small Company
Value, Strategic Balanced, High Yield Bond, Large-Cap Growth, Growth and Income,
Overseas Growth, Marsico Capital Growth, Mid-Cap Growth, Mid-Cap Value,
International Equity, Janus Capital Growth, Equity Income, Total Return Bond,
and Money Market Funds, respectively. All amounts paid or payable to the Funds
by the Investment Manager, under the agreement, are reflected in the Statements
of Operations.

MANAGEMENT OF THE COMPANY

NON-FEEDER FUNDS -- Certain officers and Directors of the Funds are officers or
directors of the Investment Manager. The Funds pay no compensation directly to
their officers or interested Directors.


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

DISTRIBUTOR

ALL FUNDS -- American Skandia Marketing, Incorporated ("ASMI") serves as the
principal underwriter and distributor for each Fund. The Company has adopted a
separate Distribution and Service plan (each a "Plan" and collectively the
"Plans") for Class A, B, C, and X shares of each Fund in accordance with the
requirements of Rule 12b-1 of the Investment Company Act of 1940.

     Under the Class A Plan, the Funds pay ASMI a distribution and service fee
of .50% of the average daily net assets attributable to Class A shares, half of
which is intended as a fee for services provided to existing shareholders. ASMI
uses distribution and service fees received under the Plan to compensate
qualified dealers, brokers, banks, and other financial institutions ("Dealers")
for services provided in connection with the sale of Class A shares and the
maintenance of shareholder accounts. Such compensation is paid by ASMI quarterly
at an annual rate not to exceed .50% of the Funds' average daily net assets
attributable to Class A shares.

     A portion of the sales charge on sales of Class A shares may be retained by
ASMI or allocated to Dealers attributable to the sale of those shares. For the
period ended April 30, 1999, ASMI retained no portion of the sales charge on
sales of Class A shares of the Funds.

     Under the Class B Plan, the Funds pay ASMI a distribution and service fee
of 1.00% of the average daily net assets attributable to Class B shares that are
outstanding for eight years or less, a quarter of which is intended as a fee for
services provided to existing shareholders. ASMI uses distribution and service
fees received under the Plan to compensate Dealers for services provided in
connection with the sale of Class B shares and the maintenance of shareholder
accounts. Such compensation is paid by ASMI quarterly at an annual rate not to
exceed .50% of the Funds' average daily net assets attributable to Class B
shares held for over seven years.

     Under the Class C Plan, the Funds pay ASMI a distribution and service fee
of 1.00% of the average daily net assets attributable to Class C shares, a
quarter of which is intended as a fee for services provided to existing
shareholders. ASMI uses distribution and service fees received under the Plan to
compensate Dealers for services provided in connection with the sale of Class C
shares and the maintenance of shareholder accounts. ASMI currently pays a 1.00%
fee to Dealers, in advance, upon sale of Class C shares and retains the fee paid
by the Funds in the first year. After the shares have been held for a year, ASMI
pays such compensation on a quarterly basis.

     Under the Class X Plan, the Funds pay ASMI a distribution and service fee
of 1.00% of the average daily net assets attributable to Class X shares that are
outstanding for ten years or less, a quarter of which is intended as a fee for
services provided to existing shareholders. ASMI uses distribution and service
fees received under the Plan as reimbursement for its purchases of Bonus Shares,
as well as to compensate Dealers for services provided in connection with the
sale of Class X shares and the maintenance of shareholder accounts. Compensation
to Dealers is paid by ASMI quarterly at an annual rate not to exceed .50% of the
Funds' average daily net assets attributable to Class X shares held for over
seven years.

     Purchases of $1 million or more or purchases by certain retirement plans,
with respect to Class A shares, are subject to a contingent deferred sales
charge ("CDSC") if shares are redeemed within 12 months of their purchase. A
CDSC is imposed on Class B and Class X shares redeemed within seven and eight
years, respectively, after their purchase. A CDSC is imposed on Class C shares
redeemed within 12 months of their purchase. The maximum CDSC imposed is equal
to 1%, 6%, 1%, and 6% of the amount subject to the charge for Class A, B, C, and
X, respectively. During the period ended April 30, 1999, CDSCs collected by ASMI
totaled $6,889, $1,058,594, $59,888, and $140,074 for Class A, B, C, and X,
respectively.


<PAGE>

4. SHARES OF CAPITAL STOCK
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ALL FUNDS -- The authorized capital stock of the Funds is 5.5 billion shares,
with a par value of $.001 per share. Transactions in shares of capital stock,
during the six months ended April 30, 1999, were as follows:
<TABLE>
<CAPTION>
                                CLASS A                      CLASS B                      CLASS C               CLASS X
                       --------------------------   --------------------------   --------------------------   -----------
                         SHARES         AMOUNT        SHARES         AMOUNT        SHARES         AMOUNT        SHARES
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
<S>                    <C>           <C>            <C>           <C>            <C>           <C>            <C>
INTERNATIONAL SMALL
  CAP:
  Sold                      44,239   $    496,094       107,866   $  1,198,317        67,777   $    645,591        72,062
  Redeemed                 (29,447)      (332,277)      (32,358)      (367,017)      (35,937)      (291,112)      (21,173)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase            14,792   $    163,817        75,508   $    831,300        31,840   $    354,479        50,889
                       ===========   ============   ===========   ============   ===========   ============   ===========
SMALL-CAP GROWTH:
  Sold                     933,825   $ 10,951,899     1,020,639   $ 11,454,838       575,024   $  6,472,062       412,947
  Redeemed                (135,426)    (1,517,278)      (80,830)      (896,582)     (109,755)    (1,186,159)     (151,667)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           798,399   $  9,434,621       939,809   $ 10,558,256       465,269   $  5,285,903       261,280
                       ===========   ============   ===========   ============   ===========   ============   ===========
SMALL COMPANY VALUE:
  Sold                     908,648   $  8,065,415     1,263,909   $ 11,030,425       704,956   $  6,203,522       571,887
  Reinvested                 2,950         27,227            --             --            --             --            --
  Redeemed                (653,981)    (5,766,177)     (561,849)    (4,816,132)     (353,117)    (3,071,837)     (463,815)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           257,617   $  2,326,465       702,060   $  6,214,293       351,839   $  3,131,685       108,072
                       ===========   ============   ===========   ============   ===========   ============   ===========
STRATEGIC BALANCED:
  Sold                     853,945   $ 10,439,944     1,840,279   $ 22,410,074       748,824   $  9,041,675       576,767
  Reinvested                 1,795         21,678         1,672         20,142           760          9,175         1,300
  Redeemed                 (54,442)      (672,015)     (188,161)    (2,256,274)      (67,458)      (827,573)     (123,390)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           801,298   $  9,789,607     1,653,790   $ 20,173,942       682,126   $  8,223,277       454,677
                       ===========   ============   ===========   ============   ===========   ============   ===========
HIGH YIELD BOND:
  Sold                   1,427,673   $ 13,948,887     3,483,410   $ 34,392,984     1,046,983   $ 10,304,938     1,127,396
  Reinvested                25,492        251,917        62,633        618,405        24,143        238,422        41,665
  Redeemed                (656,769)    (6,353,935)     (782,838)    (7,730,589)     (414,756)    (4,085,419)     (532,263)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           796,396   $  7,846,869     2,763,205   $ 27,280,800       656,370   $  6,457,941       636,798
                       ===========   ============   ===========   ============   ===========   ============   ===========
LARGE-CAP GROWTH:
  Sold                     294,661   $  3,623,046       862,391   $ 10,401,661       215,574   $  2,605,466       357,588
  Redeemed                (109,114)    (1,322,474)     (175,121)    (2,118,322)      (56,486)      (690,985)     (195,730)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           185,547   $  2,300,572       687,270   $  8,283,339       159,088   $  1,914,481       161,858
                       ===========   ============   ===========   ============   ===========   ============   ===========
GROWTH AND INCOME:
  Sold                     994,294   $ 11,562,938     1,702,029   $ 19,574,956       669,387   $  7,673,058       673,821
  Reinvested                 1,888         21,380           634          7,197           298          3,389           572
  Redeemed                (353,838)    (4,124,758)     (216,591)    (2,482,506)     (136,714)    (1,567,417)     (235,106)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           642,344   $  7,459,560     1,486,072   $ 17,099,647       532,971   $  6,109,030       439,287
                       ===========   ============   ===========   ============   ===========   ============   ===========
OVERSEAS GROWTH:
  Sold                   2,256,929   $ 26,479,893     2,590,890   $ 30,056,290     1,656,774   $ 19,224,349       920,535
  Redeemed                (649,600)    (7,685,372)     (256,447)    (3,097,574)     (316,141)    (3,756,629)     (132,669)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase         1,607,329   $ 18,794,521     2,334,443   $ 26,958,716     1,340,633   $ 15,467,720       787,866
                       ===========   ============   ===========   ============   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ------------
<S>                    <C>
INTERNATIONAL SMALL
  CAP:
  Sold                 $    910,205
  Redeemed                 (350,945)
                       ------------
    Net Increase       $    559,260
                       ============
SMALL-CAP GROWTH:
  Sold                 $  4,588,846
  Redeemed               (1,660,862)
                       ------------
    Net Increase       $  2,927,984
                       ============
SMALL COMPANY VALUE:
  Sold                 $  5,035,725
  Reinvested                     --
  Redeemed               (4,020,306)
                       ------------
    Net Increase       $  1,015,419
                       ============
STRATEGIC BALANCED:
  Sold                 $  6,928,162
  Reinvested                 15,654
  Redeemed               (1,494,973)
                       ------------
    Net Increase       $  5,448,843
                       ============
HIGH YIELD BOND:
  Sold                 $ 11,095,741
  Reinvested                411,637
  Redeemed               (5,246,186)
                       ------------
    Net Increase       $  6,261,192
                       ============
LARGE-CAP GROWTH:
  Sold                 $  4,280,982
  Redeemed               (2,339,611)
                       ------------
    Net Increase       $  1,941,371
                       ============
GROWTH AND INCOME:
  Sold                 $  7,737,559
  Reinvested                  6,443
  Redeemed               (2,721,797)
                       ------------
    Net Increase       $  5,022,205
                       ============
OVERSEAS GROWTH:
  Sold                 $ 10,992,449
  Redeemed               (1,962,522)
                       ------------
    Net Increase       $  9,029,927
                       ============
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.
<TABLE>
<CAPTION>
                                CLASS A                      CLASS B                      CLASS C               CLASS X
                       --------------------------   --------------------------   --------------------------   -----------
                         SHARES         AMOUNT        SHARES         AMOUNT        SHARES         AMOUNT        SHARES
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
<S>                    <C>           <C>            <C>           <C>            <C>           <C>            <C>
MARSICO CAPITAL
  GROWTH:
  Sold                   3,850,634   $ 47,327,202     8,679,650   $106,759,835     4,358,216   $ 53,518,982     1,942,658
  Reinvested                 1,129         13,390             1             10            --             --            --
  Redeemed                (450,460)    (5,674,044)     (325,876)    (4,119,060)     (222,882)    (2,795,518)     (235,370)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase         3,401,303   $ 41,666,548     8,353,775   $102,640,785     4,135,334   $ 50,723,464     1,707,288
                       ===========   ============   ===========   ============   ===========   ============   ===========
MID-CAP GROWTH:
  Sold                     457,343   $  6,437,362       725,667   $ 10,140,997       374,231   $  5,223,366       259,166
  Reinvested                 1,155         16,802         2,343         33,633         1,571         22,824         1,140
  Redeemed                (132,736)    (1,864,588)      (66,219)      (935,460)      (41,761)      (593,376)      (43,773)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           325,762   $  4,589,576       661,791   $  9,239,170       334,041   $  4,652,814       216,533
                       ===========   ============   ===========   ============   ===========   ============   ===========
MID-CAP VALUE:
  Sold                     317,792   $  3,522,192       577,241   $  6,319,160       215,606   $  2,380,020       182,024
  Reinvested                   313          3,392           392          4,252           171          1,858            99
  Redeemed                 (85,537)      (927,416)      (52,821)      (578,365)      (25,844)      (283,112)      (37,171)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           232,568   $  2,598,168       524,812   $  5,745,047       189,933   $  2,098,766       144,952
                       ===========   ============   ===========   ============   ===========   ============   ===========
INTERNATIONAL EQUITY:
  Sold                     237,390   $  2,356,495       287,727   $  2,947,040       225,976   $  2,297,873       168,004
  Reinvested                 1,334         13,416           617          6,351           424          4,360           949
  Redeemed                (107,546)    (1,079,024)      (82,566)      (862,003)     (140,809)    (1,435,801)     (121,214)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           131,178   $  1,290,887       205,778   $  2,091,388        85,591   $    866,432        47,739
                       ===========   ============   ===========   ============   ===========   ============   ===========
JANUS CAPITAL GROWTH:
  Sold                   5,610,073   $109,330,958    14,793,499   $255,323,766     5,837,972   $101,160,769     2,800,192
  Reinvested                     1             10             2             16            27            359            --
  Redeemed                (877,314)   (17,158,881)     (992,034)   (17,029,669)     (609,175)   (10,445,274)     (521,235)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase         4,732,760   $ 92,172,087    13,801,467   $238,294,113     5,228,824   $ 90,715,854     2,278,957
                       ===========   ============   ===========   ============   ===========   ============   ===========
EQUITY INCOME:
  Sold                     906,344   $ 11,445,013     2,089,565   $ 26,302,563       961,540   $ 12,200,373       719,178
  Reinvested                 5,954         74,421         7,032         88,188         3,169         39,734         6,128
  Redeemed                (205,787)    (2,621,965)     (300,295)    (3,688,941)     (184,787)    (2,335,452)     (238,067)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           706,511   $  8,897,469     1,796,302   $ 22,701,810       779,922   $  9,904,655       487,239
                       ===========   ============   ===========   ============   ===========   ============   ===========
TOTAL RETURN BOND:
  Sold                   1,171,426   $ 12,405,493     4,195,304   $ 44,020,267     1,316,109   $ 13,806,187       863,498
  Reinvested                19,925        210,656        64,812        678,658        28,600        299,285        36,891
  Redeemed                (334,463)    (3,551,789)   (1,091,717)   (11,463,295)     (379,248)    (4,003,046)     (326,152)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase           856,888   $  9,064,360     3,168,399   $ 33,235,630       965,461   $ 10,102,426       574,237
                       ===========   ============   ===========   ============   ===========   ============   ===========
MONEY MARKET:
  Sold                  52,630,085   $ 52,630,085    48,773,793   $ 48,773,793    30,817,502   $ 30,817,502    27,027,133
  Reinvested               182,909        182,909       277,474        277,474       122,229        122,229       164,232
  Redeemed             (40,616,827)   (40,616,827)  (34,277,690)   (34,277,690)  (24,676,039)   (24,676,039)  (21,992,112)
                       -----------   ------------   -----------   ------------   -----------   ------------   -----------
    Net Increase        12,196,167   $ 12,196,167    14,773,577   $ 14,773,577     6,263,692   $  6,263,692     5,199,253
                       ===========   ============   ===========   ============   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ------------
<S>                    <C>
MARSICO CAPITAL
  GROWTH:
  Sold                 $ 23,414,900
  Reinvested                     --
  Redeemed               (2,937,887)
                       ------------
    Net Increase       $ 20,477,013
                       ============
MID-CAP GROWTH:
  Sold                 $  3,666,025
  Reinvested                 16,427
  Redeemed                 (675,596)
                       ------------
    Net Increase       $  3,006,856
                       ============
MID-CAP VALUE:
  Sold                 $  2,029,259
  Reinvested                  1,070
  Redeemed                 (465,341)
                       ------------
    Net Increase       $  1,564,988
                       ============
INTERNATIONAL EQUITY:
  Sold                 $  1,698,781
  Reinvested                  9,806
  Redeemed               (1,238,843)
                       ------------
    Net Increase       $    469,744
                       ============
JANUS CAPITAL GROWTH:
  Sold                 $ 46,906,724
  Reinvested                     --
  Redeemed               (8,884,364)
                       ------------
    Net Increase       $ 38,022,360
                       ============
EQUITY INCOME:
  Sold                 $  9,043,544
  Reinvested                 76,781
  Redeemed               (3,003,803)
                       ------------
    Net Increase       $  6,116,522
                       ============
TOTAL RETURN BOND:
  Sold                 $  9,028,432
  Reinvested                387,057
  Redeemed               (3,382,569)
                       ------------
    Net Increase       $  6,032,920
                       ============
MONEY MARKET:
  Sold                 $ 27,027,133
  Reinvested                164,232
  Redeemed              (21,992,112)
                       ------------
    Net Increase       $  5,199,253
                       ============
</TABLE>


<PAGE>

     Transactions in shares of capital stock, during the year ended October 31,
1998, were as follows:
<TABLE>
<CAPTION>
                                CLASS A                     CLASS B                     CLASS C               CLASS X
                       --------------------------   ------------------------   --------------------------   -----------
                         SHARES         AMOUNT        SHARES       AMOUNT        SHARES         AMOUNT        SHARES
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
<S>                    <C>           <C>            <C>          <C>           <C>           <C>            <C>
INTERNATIONAL SMALL
  CAP:
  Sold                      86,775   $    948,154      167,918   $ 1,851,350        84,357   $    908,498       243,435
  Reinvested                    53            523           14           145             7             67            21
  Redeemed                 (11,337)      (122,246)     (55,655)     (653,576)       (7,014)       (75,984)      (29,011)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            75,491   $    826,431      112,277   $ 1,197,919        77,350   $    832,581       214,445
                       ===========   ============   ==========   ===========   ===========   ============   ===========
SMALL-CAP GROWTH:
  Sold                     225,167   $  2,208,610      379,743   $ 3,708,430       254,630   $  2,401,811       479,057
  Redeemed                 (46,693)      (433,840)    (118,369)   (1,132,903)      (31,346)      (297,337)      (55,354)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           178,474   $  1,774,770      261,374   $ 2,575,527       223,284   $  2,104,474       423,703
                       ===========   ============   ==========   ===========   ===========   ============   ===========
SMALL COMPANY VALUE:
  Sold                   1,021,252   $ 10,026,934    1,688,655   $16,836,032     1,025,988   $ 10,042,683     1,630,431
  Reinvested                   417          4,374          256         2,684            78            822           212
  Redeemed                (249,839)    (2,272,268)    (301,641)   (2,949,022)     (115,761)    (1,085,977)     (286,276)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           771,830   $  7,759,040    1,387,270   $13,889,694       910,305   $  8,957,528     1,344,367
                       ===========   ============   ==========   ===========   ===========   ============   ===========
STRATEGIC BALANCED:
  Sold                     344,894   $  3,739,190      771,215   $ 8,328,502       294,906   $  3,164,423       683,423
  Reinvested                 1,034         11,486          840         9,409           403          4,523           857
  Redeemed                 (63,105)      (702,418)     (48,880)     (556,672)      (22,222)      (238,433)      (64,172)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           282,823   $  3,048,258      723,175   $ 7,781,239       273,087   $  2,930,513       620,108
                       ===========   ============   ==========   ===========   ===========   ============   ===========
HIGH YIELD BOND:
  Sold                     914,002   $  9,050,780    2,473,078   $24,716,187       805,820   $  8,047,625     1,823,826
  Reinvested                20,089        198,480       45,479       449,899        18,558        183,686        36,017
  Redeemed                (407,297)    (4,038,423)    (427,818)   (4,267,818)     (234,296)    (2,331,581)     (594,353)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           526,794   $  5,210,837    2,090,739   $20,898,268       590,082   $  5,899,730     1,265,490
                       ===========   ============   ==========   ===========   ===========   ============   ===========
LARGE-CAP GROWTH:
  Sold                     283,213   $  3,109,515      898,838   $ 9,815,889       265,927   $  2,904,473       823,445
  Redeemed                 (25,645)      (269,220)    (182,926)   (2,004,334)      (12,530)      (132,150)     (162,643)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           257,568   $  2,840,295      715,912   $ 7,811,555       253,397   $  2,772,323       660,802
                       ===========   ============   ==========   ===========   ===========   ============   ===========
GROWTH AND INCOME:
  Sold                     619,339   $  6,426,893    1,157,925   $12,217,205       509,140   $  5,365,379     1,184,756
  Reinvested                   620          6,849          105         1,167            44            487           127
  Redeemed                 (90,220)      (909,199)    (140,792)   (1,455,882)      (31,713)      (320,384)     (105,837)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           529,739   $  5,524,543    1,017,238   $10,762,490       477,471   $  5,045,482     1,079,046
                       ===========   ============   ==========   ===========   ===========   ============   ===========
OVERSEAS GROWTH:
  Sold                   1,057,414   $ 11,269,484    1,534,948   $16,642,383       994,577   $ 10,851,929     1,166,231
  Redeemed                (222,317)    (2,310,095)     (75,158)     (782,812)      (83,923)      (905,162)      (97,225)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           835,097   $  8,959,389    1,459,790   $15,859,571       910,654   $  9,946,767     1,069,006
                       ===========   ============   ==========   ===========   ===========   ============   ===========
MARSICO CAPITAL
  GROWTH:
  Sold                     726,246   $  7,070,185    1,803,833   $17,639,782     1,148,327   $ 11,278,785       698,173
  Redeemed                 (31,271)      (288,616)     (25,199)     (243,593)      (59,297)      (582,417)     (129,808)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           694,975   $  6,781,569    1,778,634   $17,396,189     1,089,030   $ 10,696,368       568,365
                       ===========   ============   ==========   ===========   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ------------
<S>                    <C>
INTERNATIONAL SMALL
  CAP:
  Sold                 $  2,658,777
  Reinvested                    209
  Redeemed                 (307,049)
                       ------------
    Net Increase       $  2,351,937
                       ============
SMALL-CAP GROWTH:
  Sold                 $  4,680,015
  Redeemed                 (495,331)
                       ------------
    Net Increase       $  4,184,684
                       ============
SMALL COMPANY VALUE:
  Sold                 $ 16,569,662
  Reinvested                  2,228
  Redeemed               (2,755,864)
                       ------------
    Net Increase       $ 13,816,026
                       ============
STRATEGIC BALANCED:
  Sold                 $  7,377,704
  Reinvested                  9,648
  Redeemed                 (678,893)
                       ------------
    Net Increase       $  6,708,459
                       ============
HIGH YIELD BOND:
  Sold                 $ 18,256,129
  Reinvested                356,164
  Redeemed               (5,875,943)
                       ------------
    Net Increase       $ 12,736,350
                       ============
LARGE-CAP GROWTH:
  Sold                 $  9,020,684
  Redeemed               (1,754,404)
                       ------------
    Net Increase       $  7,266,280
                       ============
GROWTH AND INCOME:
  Sold                 $ 12,627,277
  Reinvested                  1,410
  Redeemed               (1,075,167)
                       ------------
    Net Increase       $ 11,553,520
                       ============
OVERSEAS GROWTH:
  Sold                 $ 12,776,135
  Redeemed               (1,042,766)
                       ------------
    Net Increase       $ 11,733,369
                       ============
MARSICO CAPITAL
  GROWTH:
  Sold                 $  6,818,287
  Redeemed               (1,153,944)
                       ------------
    Net Increase       $  5,664,343
                       ============
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.
<TABLE>
<CAPTION>
                                CLASS A                     CLASS B                     CLASS C               CLASS X
                       --------------------------   ------------------------   --------------------------   -----------
                         SHARES         AMOUNT        SHARES       AMOUNT        SHARES         AMOUNT        SHARES
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
<S>                    <C>           <C>            <C>          <C>           <C>           <C>            <C>
MID-CAP GROWTH:
  Sold                      49,762   $    538,535       84,911   $   893,803        76,609   $    797,506        43,682
  Redeemed                      --             (4)        (805)       (8,603)           --             --          (549)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            49,762   $    538,531       84,106   $   885,200        76,609   $    797,506        43,133
                       ===========   ============   ==========   ===========   ===========   ============   ===========
MID-CAP VALUE:
  Sold                      70,308   $    703,884      184,421   $ 1,845,182       101,900   $  1,019,193        28,876
  Redeemed                    (285)        (2,856)          --            --        (4,309)       (43,051)           --
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            70,023   $    701,028      184,421   $ 1,845,182        97,591   $    976,142        28,876
                       ===========   ============   ==========   ===========   ===========   ============   ===========
INTERNATIONAL EQUITY:
  Sold                     221,414   $  2,090,387      408,621   $ 3,972,257       250,513   $  2,401,533       555,056
  Redeemed                 (66,338)      (626,464)    (105,111)   (1,010,455)      (33,718)      (319,274)     (101,971)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           155,076   $  1,463,923      303,510   $ 2,961,802       216,795   $  2,082,259       453,085
                       ===========   ============   ==========   ===========   ===========   ============   ===========
JANUS CAPITAL GROWTH:
  Sold                   1,818,238   $ 24,548,459    4,750,569   $58,188,656     1,826,515   $ 22,153,339     3,110,722
  Reinvested                   533          5,971          312         3,136            97            973           310
  Redeemed                (176,653)    (2,408,469)    (523,973)   (6,534,310)     (181,890)    (2,229,981)     (416,083)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase         1,642,118   $ 22,145,961    4,226,908   $51,657,482     1,644,722   $ 19,924,331     2,694,949
                       ===========   ============   ==========   ===========   ===========   ============   ===========
EQUITY INCOME:
  Sold                     800,093   $  9,119,192    1,649,485   $18,887,565       755,077   $  8,644,258     1,605,054
  Reinvested                 3,175         37,119        3,849        45,208         1,661         19,588         4,516
  Redeemed                 (90,254)    (1,022,287)    (254,863)   (2,923,405)      (70,668)      (805,945)     (166,501)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           713,014   $  8,134,024    1,398,471   $16,009,368       686,070   $  7,857,901     1,443,069
                       ===========   ============   ==========   ===========   ===========   ============   ===========
TOTAL RETURN BOND:
  Sold                     677,765   $  7,232,109    1,914,506   $20,252,322     1,053,270   $ 11,077,340     1,202,518
  Reinvested                 4,808         51,616       13,158       139,382        10,237        108,524        12,977
  Redeemed                (129,332)    (1,388,733)    (312,304)   (3,287,557)     (260,589)    (2,760,543)     (161,117)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           553,241   $  5,894,992    1,615,360   $17,104,147       802,918   $  8,425,321     1,054,378
                       ===========   ============   ==========   ===========   ===========   ============   ===========
MONEY MARKET:
  Sold                  20,520,931   $ 20,520,931   25,761,335   $25,761,335    17,068,008   $ 17,068,008    30,862,241
  Reinvested                95,268         95,268      126,073       126,073        76,596         76,596       187,254
  Redeemed             (13,551,379)   (13,551,379)  (9,687,147)   (9,687,147)  (10,580,610)   (10,580,610)  (19,082,355)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase         7,064,820   $  7,064,820   16,200,261   $16,200,261     6,563,994   $  6,563,994    11,967,140
                       ===========   ============   ==========   ===========   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ------------
<S>                    <C>
MID-CAP GROWTH:
  Sold                 $    454,990
  Redeemed                   (5,509)
                       ------------
    Net Increase       $    449,481
                       ============
MID-CAP VALUE:
  Sold                 $    288,688
  Redeemed                       --
                       ------------
    Net Increase       $    288,688
                       ============
INTERNATIONAL EQUITY:
  Sold                 $  5,419,289
  Redeemed                 (973,754)
                       ------------
    Net Increase       $  4,445,535
                       ============
JANUS CAPITAL GROWTH:
  Sold                 $ 37,412,759
  Reinvested                  3,128
  Redeemed               (5,073,683)
                       ------------
    Net Increase       $ 32,342,204
                       ============
EQUITY INCOME:
  Sold                 $ 18,427,772
  Reinvested                 53,161
  Redeemed               (1,882,627)
                       ------------
    Net Increase       $ 16,598,306
                       ============
TOTAL RETURN BOND:
  Sold                 $ 12,653,752
  Reinvested                137,290
  Redeemed               (1,706,939)
                       ------------
    Net Increase       $ 11,084,103
                       ============
MONEY MARKET:
  Sold                 $ 30,862,241
  Reinvested                187,254
  Redeemed              (19,082,355)
                       ------------
    Net Increase       $ 11,967,140
                       ============
</TABLE>

5. TAX MATTERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ALL FUNDS -- Each Fund intends to qualify as a regulated investment company
under the Internal Revenue Code and to distribute all of its taxable income,
including any net realized gains on investments, to shareholders. Accordingly,
no provision for federal income or excise tax has been made.

     Income and capital gains of the Funds are determined in accordance with
both tax regulations and generally accepted accounting principles. Such may
result in temporary and permanent differences between tax basis earnings and
earnings reported for financial statement purposes. Temporary differences that
result in over-distributions for financial statement purposes are classified as
distributions in excess of net investment income or accumulated net realized
gains. Permanent differences in the recognition of earnings are reclassified to
additional paid-in capital. Distributions in excess of tax-basis earnings are
recorded as a return of capital.


<PAGE>

CAPITAL LOSS CARRYFORWARDS -- At October 31, 1998, the following Funds had, for
federal income tax purposes, capital loss carryforwards available to offset
future net realized capital gains.

<TABLE>
<CAPTION>
                                                       EXPIRING IN
                                                  ----------------------
                                                   2005          2006
                                                  -------     ----------
<S>                                               <C>         <C>
International Small Cap                           $    --     $  185,715
Small-Cap Growth                                       --        860,425
Small Company Value                                    37        334,901
Strategic Balanced                                  1,010      1,067,686
High Yield Bond                                     4,183         17,619
Large-Cap Growth                                       --      2,108,704
Growth and Income                                      --      1,122,945
Overseas Growth                                        --      2,242,636
Marsico Capital Growth                                 --        682,762
International Equity                                   --         73,332
Janus Capital Growth                               38,807      4,789,881
Equity Income                                      12,699        517,156
Money Market                                           --            666
</TABLE>

6. PORTFOLIO SECURITIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NON-FEEDER FUNDS -- Purchases and sales of securities, other than U.S.
government securities and short-term obligations, during the six months ended
April 30, 1999, were as follows:

<TABLE>
<CAPTION>
                                              PURCHASES         SALES
                                             ------------    -----------
<S>                                          <C>             <C>
International Small Cap                      $  3,149,110    $   959,166
Small-Cap Growth                               34,776,915     13,217,447
Small Company Value                            18,848,082      7,407,460
Strategic Balanced                             56,303,528     22,866,145
High Yield Bond                                51,758,805      7,511,279
Large-Cap Growth                               65,532,824     52,637,531
Growth and Income                              47,027,118     13,616,143
Overseas Growth                                84,947,916     22,205,266
Marsico Capital Growth                        258,643,718     72,649,671
Mid-Cap Growth                                 25,511,781      6,157,648
Mid-Cap Value                                  17,094,562      5,657,301
</TABLE>

     Purchases and sales of U.S. government securities, during the six months
ended April 30, 1999, were as follows:

<TABLE>
<CAPTION>
                                              PURCHASES         SALES
                                             ------------    -----------
<S>                                          <C>             <C>
Strategic Balanced                           $ 14,959,502    $ 6,921,657
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

     At April 30, 1999, the cost and unrealized appreciation or depreciation in
value of the investments owned by the Non-Feeder Funds, for federal income tax
purposes, were as follows:

<TABLE>
<CAPTION>
                                                                            NET
                                          GROSS           GROSS          UNREALIZED
                        AGGREGATE       UNREALIZED      UNREALIZED      APPRECIATION
                           COST        APPRECIATION    DEPRECIATION    (DEPRECIATION)
                       ------------    ------------    ------------    --------------
<S>                    <C>             <C>             <C>             <C>
International Small
  Cap                  $  7,238,987    $ 1,535,443      $  284,432      $ 1,251,011
Small-Cap Growth         38,799,663      8,573,855       1,677,251        6,896,604
Small Company Value      59,163,401      2,484,996       6,826,458       (4,341,462)
Strategic Balanced       66,904,122      4,407,569         958,378        3,449,191
High Yield Bond          94,693,120      2,933,504       1,846,171        1,087,333
Large-Cap Growth         35,956,303      3,323,181       1,465,290        1,857,891
Growth and Income        67,177,723     11,329,122         840,663       10,488,459
Overseas Growth         111,234,457     13,197,799       2,306,388       10,891,411
Marsico Capital
  Growth                255,429,482     36,044,364       2,186,586       33,857,778
Mid-Cap Growth           22,637,957      3,378,892         736,275        2,642,617
Mid-Cap Value            16,010,917      2,043,706         496,940        1,546,766
</TABLE>

7. WRITTEN OPTIONS TRANSACTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     Written options transactions, during the six months ended April 30, 1999,
were as follows:

<TABLE>
<CAPTION>
                                              MARSICO CAPITAL GROWTH
                                             ------------------------
                                             NUMBER OF
                                             CONTRACTS       PREMIUM
                                             ---------      ---------
<S>                                          <C>            <C>
Balance at beginning of period                   --         $      --
Written                                          84           245,230
Expired                                          --                --
Exercised                                        --                --
Closed                                          (84)         (245,230)
                                                ---         ---------
Balance at end of period                         --         $      --
                                                ===         =========
</TABLE>

                                       79
<PAGE>   83

                         AMERICAN SKANDIA MASTER TRUST
                            SCHEDULES OF INVESTMENTS
                                 APRIL 30, 1999
                                  (UNAUDITED)

               ASMT T. ROWE PRICE INTERNATIONAL EQUITY PORTFOLIO
                      ASMT JANUS CAPITAL GROWTH PORTFOLIO
                      ASMT INVESCO EQUITY INCOME PORTFOLIO
                     ASMT PIMCO TOTAL RETURN BOND PORTFOLIO
                        ASMT JPM MONEY MARKET PORTFOLIO


<PAGE>

ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
FOREIGN STOCK -- 94.0%
  ARGENTINA -- 0.8%
    Banco de Galicia y
      Buenos Aires SA de CV
      [ADR]                      473    $    10,909
    Banco Frances SA [ADR]       360          9,270
    Telefonica de Argentina
      SA Cl-B [ADR]            1,260         47,092
    YPF SA [ADR]               2,850        119,700
                                        -----------
                                            186,971
                                        -----------
  AUSTRALIA -- 2.7%
    Australian Gas Light Co.
      Ltd.                     5,092         36,110
    Brambles Industries Ltd.   1,000         29,430
    Broken Hill Proprietary
      Co. Ltd.                 4,000         45,290
    Colonial Ltd.             16,237         61,231
    Commonwealth Bank of
      Australia                4,111         74,967
    Goodman Fielder Ltd.      15,000         14,514
    Lend Lease Corp. Ltd.      2,000         27,005
    News Corp. Ltd.            6,005         50,401
    News Corp. Ltd. Pfd.       4,013         31,416
    Publishing &
      Broadcasting Ltd.        8,000         53,853
    Star City Holdings Ltd.   13,000         14,647
    TABCORP Holdings Ltd.      4,000         32,581
    Telstra Corp. Ltd.        13,000         70,650
    Westpac Banking Corp.
      Ltd.                     9,173         70,133
                                        -----------
                                            612,228
                                        -----------
  BELGIUM -- 1.6%
    Dexia Belgium (Credit
      Communal)                  130         20,025
    Fortis Cl-B                3,300        110,847
    KBC Bancassurance
      Holdings NV              3,010        186,927
    Societe Europeene des
      Satellites [FDR]*          100         15,327
    UCB SA                       510         23,740
                                        -----------
                                            356,866
                                        -----------
  BRAZIL -- 1.5%
    Companhia Brasileira de
      Distribuicoa Grupo Pao
      de Acucar [GDR]          1,272         22,180
    Companhia Energetica de
      Minas Geras [ADR]        1,223         29,341
    Telecomunicacoes
      Brasileiras SA [ADR]     2,749            215
    Telecomunicacoes
      Brasileiras SA Pfd.
      [ADR]                    2,956        269,550
    Uniao de Bancos
      Brasileiros SA [GDR]     1,000         24,812
                                        -----------
                                            346,098
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
  CANADA -- 0.2%
    Alcan Aluminium Ltd.         760    $    24,006
    Royal Bank of Canada         250         12,205
                                        -----------
                                             36,211
                                        -----------
  CHILE -- 0.0%
    Chilectra SA [ADR] 144A      464         10,261
                                        -----------
  CHINA -- 0.1%
    Huaneng Power
      International, Inc.
      [ADR]*                   2,000         26,875
                                        -----------
  DENMARK -- 0.3%
    Den Danske Bank              240         27,698
    Tele Danmark AS              270         27,890
    Unidanmark AS Cl-A           260         17,892
                                        -----------
                                             73,480
                                        -----------
  FINLAND -- 1.0%
    Nokia Oyj                  2,760        213,011
                                        -----------
  FRANCE -- 10.0%
    Alcatel                      780         95,889
    AXA SA                     1,290        166,774
    Carrefour Supermarche SA     190        150,759
    Compagnie de
      Saint-Gobain               510         87,678
    Credit Commercial de
      France                     720         76,173
    Dexia France SA              120         16,821
    Equant NV*                   400         36,351
    Groupe Danone                240         64,239
    L'Oreal                       70         44,878
    Lafarge SA                   250         24,333
    Lapeyre SA                   330         25,137
    Legrand SA                   240         57,383
    Pinault-Printemps
      Redoute SA               1,090        181,048
    Sanofi SA                    910        142,774
    Schneider SA               2,150        140,457
    Societe Generale             480         86,024
    Societe Nationale Elf
      Aquitaine SA               590         91,756
    Societe Television
      Francaise                  380         74,374
    Sodexho Alliance SA          838        137,684
    STMicroelectronics NV*       560         58,416
    Total SA Cl-B              1,620        222,120
    Vivendi                    1,210        283,036
                                        -----------
                                          2,264,104
                                        -----------
  GERMANY -- 6.0%
    Allianz AG                   370        118,098
    Bayer AG                   1,750         74,057
    Bayerische Hypo-Und
      Vereinsbank AG           2,440        161,338
    Deutsche Bank AG           1,520         87,882
    Deutsche Bank AG Rights*     168          9,456
    Deutsche Telekom AG        2,160         86,037
    Dresdner Bank AG           2,150         92,804
    Fielmann AG Pfd.             250         10,183
    Fresenius AG Pfd.            110         19,551
</TABLE>

                                                   AMERICAN SKANDIA MASTER TRUST


<PAGE>
ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
    Gehe AG                    2,850    $   133,874
    Hoechst AG                   620         28,402
    Mannesmann AG              1,560        204,486
    Rhoen-Klinikum AG            290         29,147
    SAP AG                       290         93,116
    SAP AG Pfd.                  140         51,840
    Siemens AG                   630         46,456
    Veba AG                    1,480         81,107
    Volkswagen AG                380         26,895
                                        -----------
                                          1,354,729
                                        -----------
  HONG KONG -- 2.0%
    Cheung Kong Holdings
      Ltd.                     3,000         27,290
    China Light & Power Co.
      Ltd.                    11,000         59,044
    China Telecom Ltd.*       24,000         54,811
    Henderson Land
      Development Co. Ltd.    10,000         60,515
    Hong Kong
      Telecommunications
      Ltd.                    11,600         31,207
    HSBC Holdings PLC          1,200         44,592
    Hutchison Whampoa Ltd.    16,000        143,480
    Sun Hung Kai Properties
      Ltd.                     4,000         35,096
                                        -----------
                                            456,035
                                        -----------
  IRELAND -- 0.1%
    CBT Group PLC-Sponsored
      [ADR]*                   1,341         20,785
                                        -----------
  ITALY -- 5.4%
    Assicurazioni Generali     2,160         84,209
    Banca Commerciale Italia
      NA                       4,000         32,966
    Banca di Roma             22,000         36,309
    Banca Popolare di
      Brescia                  1,000         34,436
    Ente Nazionale
      Idrocarburi SPA         22,000        145,003
    Istituto Nazionale delle
      Assicurazioni           36,000         95,216
    Italgas SPA                5,000         22,270
    Mediolanum SPA             6,000         39,673
    San Paolo-IMI SPA          6,225         93,518
    Telecom Italia Mobile
      SPA                     24,000        143,205
    Telecom Italia SPA        35,000        372,876
    Unicredito Italiano SPA   22,000        111,720
                                        -----------
                                          1,211,401
                                        -----------
  JAPAN -- 16.5%
    Alps Electric Co. Ltd.     2,000         33,931
    Canon, Inc.                7,000        171,245
    Citizen Watch Co. Ltd.     2,000         16,588
    Daiichi Pharmaceutical
      Co. Ltd.                 4,000         65,013
    Daiwa House Industry Co.
      Ltd.                     4,000         47,754
    DDI Corp.                     10         49,681
    Denso Corp.                7,000        142,215
    East Japan Railway Co.
      Ltd.                        11         64,971
    Fanuc Co.                  1,100         47,922
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
    Fujitsu Ltd.               3,000    $    51,399
    Hitachi Ltd.               9,000         65,750
    Honda Motor Co. Ltd.       1,000         44,068
    Ito-Yokado Co. Ltd.        1,000         61,410
    Kao Corp.                  4,000        101,540
    Kokuyo Co. Ltd.            2,000         30,077
    Komori Corp.               2,000         37,030
    Kuraray Co. Ltd.           5,000         56,970
    Kyocera Corp.              2,000        118,799
    Makita Corp.               3,000         32,221
    Matsushita Electric
      Industrial Co.           8,000        152,143
    Mauri Co. Ltd.             6,000         99,580
    Mitsubishi Corp.           7,000         46,330
    Mitsubishi Heavy
      Industries Ltd.         28,000        122,686
    Mitsui Fudosan Co. Ltd.   12,000        110,589
    Murata Manufacturing Co.
      Ltd.                     3,000        173,674
    NEC Corp.                 13,000        155,310
    Nippon Telegraph &
      Telephone Corp.             17        185,152
    Nomura Securities Co.
      Ltd.                    10,000        107,908
    NTT Mobile Communication
      Network, Inc.                2        117,291
    Pioneer Electronic Corp.   1,000         19,018
    Sankyo Co. Ltd.            6,000        125,920
    Sekisui Chemical Co.
      Ltd.                     7,000         46,799
    Sekisui House Ltd.         4,000         44,805
    Seven-Eleven Japan Co.
      Ltd.                     1,000         85,371
    Shin-Etsu Chemical Co.
      Ltd.                     3,000         95,508
    Shiseido Co. Ltd.          3,000         47,251
    Sony Corp.                 2,100        196,169
    Sumitomo Corp.             9,000         66,504
    Sumitomo Electric
      Industries              11,000        133,167
    TDK Corp.                  2,000        151,305
    Tokio Marine & Fire
      Insurance Co. Ltd.       2,000         23,307
    Tokyo Electron Ltd.        1,000         56,970
    Toppan Printing Co. Ltd.   5,000         60,153
    UNY Co. Ltd.               3,000         47,754
                                        -----------
                                          3,709,248
                                        -----------
  KOREA -- 0.1%
    Korea Fund, Inc.**         1,714         21,425
                                        -----------
  MEXICO -- 1.6%
    Cemex SA de CV*               90            419
    Cemex SA de CV [ADR]       4,000         37,230
    Cemex SA de CV Cl-B        3,000         13,961
    Fomento Economico
      Mexicano SA de CV UBD
      Units                   10,000         36,798
    Gruma SA [ADR]*              525          4,069
    Gruma SA Cl-B*             4,067          7,800
    Grupo Industrial Maseca
      SA de CV Cl-B           17,000         11,775
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
    Grupo Modelo SA de CV
      Cl-C                    12,000    $    31,754
    Grupo Televisa SA [GDR]*   1,000         41,000
    Kimberly-Clark de Mexico
      SA Cl-A                  7,000         26,819
    Telefonos de Mexico SA
      Cl-L [ADR]               2,000        151,500
    TV Azteca SA de CV
      [ADR]*                   1,000          7,000
                                        -----------
                                            370,125
                                        -----------
  NETHERLANDS -- 9.5%
    ABN AMRO Holding NV        4,160         99,245
    AKZO Nobel NV                490         22,162
    ASM Lithography Holding
      NV*                      2,480        104,687
    CSM NV                     1,550         82,975
    Elsevier NV               11,440        171,257
    Fortis (NL) NV             4,050        144,395
    Gucci Group NV NY Reg.       534         40,284
    ING Groep NV               5,710        352,186
    Koninklijke Ahold NV       4,340        161,392
    Koninklijke Numico NV      1,200         45,196
    Koninklijke (Royal)
      Philips Electronics NV   1,750        150,891
    KPN NV                       640         26,745
    Royal Dutch Petroleum
      Co.                      2,780        162,055
    TNT Post Group NV            580         15,647
    Unilever NV                1,480        101,462
    VNU NV                     1,050         42,546
    Wolters Kluwer NV          9,360        407,981
                                        -----------
                                          2,131,106
                                        -----------
  NEW ZEALAND -- 0.2%
    Telecom Corp. of New
      Zealand Ltd.             9,000         46,836
                                        -----------
  NORWAY -- 1.1%
    Norsk Hydro AS             2,750        123,438
    Orkla ASA Cl-A             7,370        123,996
    Saga Petroleum ASA           520          5,777
                                        -----------
                                            253,211
                                        -----------
  PORTUGAL -- 0.4%
    Jeronimo Martins
      SGPS SA                  1,980         65,251
    Jeronimo Martins SGPS SA
      (New)*                     573         18,883
                                        -----------
                                             84,134
                                        -----------
  RUSSIA -- 0.0%
    Gazprom [ADR]              1,009         10,746
                                        -----------
  SINGAPORE -- 0.4%
    Singapore Press Holdings
      Ltd.                     2,149         31,724
    United Overseas Bank
      Ltd.                     6,000         46,413
                                        -----------
                                             78,137
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
  SPAIN -- 3.0%
    Argentaria Caja Postal Y
      Banco Hipotecario de
      Espana SA                2,200    $    51,810
    Banco Bilbao Vizcaya SA    2,310         34,605
    Banco Popular Espanol SA     370         26,227
    Banco Santander Central
      Hispano SA               4,701        102,254
    Endesa SA                  3,590         79,911
    Gas Natural SDG SA           560         45,234
    Iberdrola SA               4,750         66,585
    Repsol SA                  2,220         36,169
    Telefonica SA              4,698        220,432
    Telefonica SA Bonus
      Rights*                  4,388          4,085
                                        -----------
                                            667,312
                                        -----------
  SWEDEN -- 3.5%
    ABB AB Cl-A                3,560         49,734
    AstraZeneca Group PLC      5,060        197,929
    Atlas Copco AB Cl-B        2,090         55,165
    Electrolux AB Cl-B         5,830        118,530
    Esselte AB                   650         10,163
    Granges AB                   770         13,092
    Hennes & Mauritz AB Cl-B   2,080        179,788
    Nordbanken Holding Co.
      AB                      17,500        110,275
    Sandvik AB Cl-B            1,860         42,128
    Securitas AB Cl-B          1,535         22,813
                                        -----------
                                            799,617
                                        -----------
  SWITZERLAND -- 6.7%
    ABB AG                        60         87,688
    Adecco SA                    270        136,379
    Credit Suisse Group          620        123,190
    Nestle SA                    190        352,307
    Novartis AG                  190        278,676
    Roche Holding AG              20        235,673
    Swisscom AG*                  83         30,530
    UBS AG                       792        269,471
                                        -----------
                                          1,513,914
                                        -----------
  UNITED KINGDOM -- 19.3%
    Abbey National PLC         6,000        135,635
    ASDA Group PLC            20,000         66,900
    BG PLC                     7,000         39,307
    British Petroleum Co.
      PLC                      6,000        113,898
    Cable & Wireless PLC      15,000        215,431
    Cadbury Schweppes PLC     11,000        146,913
    Caradon PLC               16,000         40,961
    Centrica PLC*              6,000         12,196
    Compass Group PLC         10,000        102,563
    Diageo PLC                27,776        320,881
    Electrocomponents PLC      5,000         42,668
    GKN PLC                    2,000         34,182
    Glaxo Wellcome PLC        11,000        325,530
    Kingfisher PLC            25,000        374,348
    Ladbroke Group PLC        10,000         48,746
    National Westminster
      Bank PLC                26,000        626,683
</TABLE>

                                                   AMERICAN SKANDIA MASTER TRUST


<PAGE>
ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
    Rank Group PLC             4,000    $    16,552
    Reed International PLC    24,000        218,523
    Rio Tinto PLC              8,000        139,821
    Rolls-Royce PLC            4,000         18,548
    Safeway PLC               11,000         45,827
    Shell Transport &
      Trading Co. PLC         50,000        374,750
    Smith, (David S.)
      Holdings PLC             5,000         10,707
    SmithKline Beecham PLC    32,000        423,520
    Tesco PLC                 39,000        116,012
    Tomkins PLC               27,248        115,932
    Unilever PLC              12,000        106,460
    United News & Media PLC   10,000        122,287
                                        -----------
                                          4,355,781
                                        -----------
TOTAL INVESTMENTS -- 94.0%
  (Cost $18,920,258)                     21,210,647
OTHER ASSETS LESS
  LIABILITIES -- 6.0%                     1,355,562
                                        -----------
NET ASSETS -- 100.0%                    $22,566,209
                                        ===========
</TABLE>

Foreign currency exchange contracts outstanding at April 30, 1999:

<TABLE>
<CAPTION>
SETTLEMENT          CONTRACTS TO    IN EXCHANGE   CONTRACTS     UNREALIZED
MONTH        TYPE      DELIVER          FOR       AT VALUE     APPRECIATION
- ----------------------------------------------------------------------------
<S>          <C>    <C>             <C>           <C>         <C>
05/99        Sell   JPY 2,467,024     $20,728      $20,685         $43
                                      =======      =======         ===
</TABLE>

- -------------------------------------------------------

The following is a breakdown of the foreign stock portion of the Portfolio, by
industry classification, as of April 30, 1999. Percentages are based on net
assets.

<TABLE>
<CAPTION>
                 INDUSTRY
- -------------------------------------------
<S>                                          <C>
Aerospace                                     0.1%
Automobile Manufacturers                      0.3%
Automotive Parts                              0.8%
Beverages                                     1.5%
Broadcasting                                  0.8%
Building Materials                            1.5%
Business Services                             0.6%
Chemicals                                     0.8%
Clothing & Apparel                            0.2%
Computer Services & Software                  1.8%
Construction                                  0.2%
Consumer Products & Services                  3.6%
Electronic Components & Equipment             7.7%
Entertainment & Leisure                       0.8%
Financial -- Bank & Trust                    15.0%
Financial Services                            1.7%
Food                                          6.9%
Healthcare Services                           0.1%
Industrial Products                           3.3%
Insurance                                     3.5%
Machinery & Equipment                         2.3%
Medical Supplies & Equipment                  1.1%
Metals & Mining                               1.0%
Miscellaneous                                 0.3%
Office Equipment                              1.7%
Oil & Gas                                     6.3%
Pharmaceuticals                               7.9%
Printing & Publishing                         5.0%
Railroads                                     0.6%
Real Estate                                   0.9%
Retail & Merchandising                        3.6%
Telecommunications                           11.0%
Transportation                                0.5%
Utilities                                     0.6%
                                             -----
TOTAL                                        94.0%
                                             =====
</TABLE>

- -------------------------------------------------------
Unless otherwise noted, all stocks are common stocks.
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.
** Closed-end fund.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, this security amounted
        to less than 0.1% of net assets.

See Notes to Financial Statements.


<PAGE>

ASMT JANUS
CAPITAL GROWTH PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
COMMON STOCK -- 93.9%
  BEVERAGES -- 1.2%
    Coca-Cola Co.           120,620    $  8,202,160
                                       ------------
  COMPUTER HARDWARE -- 3.7%
    Dell Computer Corp.*    446,840      18,404,222
    EMC Corp.*               74,005       8,061,920
                                       ------------
                                         26,466,142
                                       ------------
  COMPUTER SERVICES & SOFTWARE -- 24.2%
    America Online, Inc.*   365,820      52,220,805
    Cisco Systems, Inc.*    315,812      36,022,306
    EarthLink Network,
      Inc.*                 188,595      13,001,268
    Intuit, Inc.*           155,220      13,368,322
    Microsoft Corp.*        399,360      32,472,960
    VERITAS Software
      Corp.*                211,085      14,987,035
    Yahoo!, Inc.*            68,710      12,002,778
                                       ------------
                                        174,075,474
                                       ------------
  CONSUMER PRODUCTS & SERVICES -- 0.0%
    Packaged Ice, Inc.*      49,655         297,930
                                       ------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 8.4%
    General Electric Co.    265,290      27,988,095
    Texas Instruments,
      Inc.                  317,540      32,428,772
                                       ------------
                                         60,416,867
                                       ------------
  ENTERTAINMENT & LEISURE -- 4.6%
    Time Warner, Inc.       477,745      33,442,150
                                       ------------
  FINANCIAL SERVICES -- 6.4%
    Fannie Mae              149,335      10,593,452
    Schwab, (Charles)
      Corp.                 230,480      25,295,180
    TeleBanc Financial
      Corp.*                100,000      10,362,500
                                       ------------
                                         46,251,132
                                       ------------
  FOOD -- 1.9%
    Safeway, Inc.*          247,810      13,366,252
                                       ------------
  INSURANCE -- 4.7%
    American International
      Group, Inc.           289,980      34,054,526
                                       ------------
  OFFICE EQUIPMENT -- 1.4%
    Staples, Inc.*          345,707      10,371,210
                                       ------------
  PHARMACEUTICALS -- 8.8%
    Lilly, (Eli) & Co.      195,065      14,361,661
    MedImmune, Inc.*        345,815      19,063,052
    Pfizer, Inc.            176,828      20,346,272
    Warner-Lambert Co.      138,373       9,400,716
                                       ------------
                                         63,171,701
                                       ------------
  RETAIL & MERCHANDISING -- 12.6%
    Amazon.com, Inc.*        71,270      12,262,894
    Costco Companies,
      Inc.*                 414,110      33,517,028
    Home Depot, Inc.        197,155      11,816,978
    Wal-Mart Stores, Inc.   722,255      33,223,730
                                       ------------
                                         90,820,630
                                       ------------
</TABLE>

<TABLE>
<CAPTION>
                             SHARES           VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                         <C>        <C>
  TELECOMMUNICATIONS -- 16.0%
    Global TeleSystems
      Group, Inc.*           38,710    $  2,559,699
    Level 3
      Communications,
      Inc.*                 164,730      14,835,996
    Lucent Technologies,
      Inc.                  114,860       6,905,957
    MCI WorldCom, Inc.*     414,705      34,083,567
    Metromedia Fiber
      Network, Inc. Cl-A*    80,770       6,804,872
    Nokia Corp. Cl-A [ADR]  462,910      34,342,136
    Qwest Communications
      International, Inc.*  184,255      15,742,287
                                       ------------
                                        115,274,514
                                       ------------
TOTAL COMMON STOCK
  (Cost $557,912,408)                   676,210,688
                                       ------------
</TABLE>

<TABLE>
<CAPTION>

                                PAR
                              (000)
                            -------
<S>                         <C>        <C>
CORPORATE OBLIGATIONS -- 0.0%
  ENTERTAINMENT & LEISURE -- 0.0%
    Venetian Casino Resort
      LLC
      12.25%, 11/15/04      $   275         291,500
                                       ------------
TELECOMMUNICATIONS -- 0.0%
    Lenfest
      Communications, Inc.
      7.625%, 02/15/08          140         148,400
      8.25%, 02/15/08           175         187,906
                                       ------------
                                            336,306
                                       ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $589,621)                           627,806
                                       ------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 13.1%
    Federal Home Loan Bank
      4.73%, 05/13/99        10,000       9,983,975
                                       ------------
    Federal Home Loan
      Mortgage Corp.
      4.65%, 05/28/99        10,000       9,965,125
                                       ------------
    Federal National
      Mortgage Assoc.
      4.64%, 09/17/99        20,000      19,639,111
      4.65%, 08/05/99        20,000      19,749,417
      4.69%, 07/19/99        15,000      14,843,666
      4.70%, 06/18/99        20,000      19,872,645
                                       ------------
                                         74,104,839
                                       ------------
  (Cost $94,063,335)                     94,053,939
                                       ------------
</TABLE>

                                                   AMERICAN SKANDIA MASTER TRUST

                                       85
<PAGE>   89
ASMT JANUS
CAPITAL GROWTH PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
COMMERCIAL PAPER -- 5.2%
    CIT Group Holdings,
      Inc. 4.90%, 05/03/99  $22,200    $ 22,193,957
    Prudential Funding
      Corp. 4.87%,
      05/03/99               15,000      14,995,942
                                       ------------
  (Cost $37,189,899)                     37,189,899
                                       ------------
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment
      Cash Fund              39,550    $     39,550
    Temporary Investment
      Fund                   39,549          39,549
                                       ------------
  (Cost $79,099)                             79,099
                                       ------------
TOTAL INVESTMENTS -- 112.2%
  (Cost $689,834,362)                   808,161,431
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (12.2%)               (88,115,487)
                                       ------------
NET ASSETS -- 100.0%                   $720,045,944
                                       ============
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

ASMT INVESCO
EQUITY INCOME PORTFOLIO

<TABLE>
<CAPTION>
- ----------------------------------------------------
                              SHARES           VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
COMMON STOCK -- 71.5%
  AEROSPACE -- 4.3%
    AlliedSignal, Inc.        30,000    $  1,762,500
    General Dynamics
      Corp.                    9,700         681,425
    General Motors Corp.
      Cl-H*                   20,000       1,107,500
    Northrop Grumman
      Corp.                   10,900         696,919
    Raytheon Co. Cl-B         19,000       1,334,750
                                        ------------
                                           5,583,094
                                        ------------
  AUTOMOBILE MANUFACTURERS -- 0.9%
    Ford Motor Co.            18,000       1,150,875
                                        ------------
  BEVERAGES -- 1.3%
    Anheuser-Busch
      Companies, Inc.         23,000       1,681,875
                                        ------------
  BROADCASTING -- 0.9%
    AT&T Corp. Liberty
      Media Group Cl-A        18,000       1,149,750
                                        ------------
  COMPUTER HARDWARE -- 1.5%
    EMC Corp.*                 6,400         697,200
    International
      Business Machines
      Corp.                    6,000       1,255,125
                                        ------------
                                           1,952,325
                                        ------------
  COMPUTER SERVICES & SOFTWARE -- 0.7%
    Microsoft Corp.*          11,000         894,437
                                        ------------
  CONGLOMERATES -- 1.9%
    Philip Morris
      Companies, Inc.         20,000         701,250
    Textron, Inc.             12,900       1,188,412
    Tyco International
      Ltd.                     6,200         503,750
                                        ------------
                                           2,393,412
                                        ------------
  CONSUMER PRODUCTS & SERVICES -- 2.7%
    Colgate-Palmolive Co.     15,000       1,536,562
    Gillette Co.              13,500         704,531
    Maytag Corp.              19,000       1,299,125
                                        ------------
                                           3,540,218
                                        ------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 5.6%
    Altera Corp.*             15,200       1,098,200
    Applied Materials,
      Inc.*                   18,000         965,250
    General Electric Co.      12,000       1,266,000
    Tandy Corp.               34,200       2,477,362
    Texas Instruments,
      Inc.                    13,600       1,388,900
                                        ------------
                                           7,195,712
                                        ------------
  ENTERTAINMENT & LEISURE -- 0.2%
    Park Place
      Entertainment
      Corp.*                  20,000         216,250
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES           VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                        <C>          <C>
  FINANCIAL -- BANK & TRUST -- 7.4%
    Bank of New York Co.,
      Inc.                    56,000    $  2,240,000
    Charter One
      Financial, Inc.         26,065         814,531
    Chase Manhattan Corp.     20,000       1,655,000
    Fleet Financial
      Group, Inc.             20,000         861,250
    Morgan, (J.P.) & Co.,
      Inc.                    13,000       1,751,750
    St. Paul Bancorp,
      Inc.                    37,900         919,075
    Summit Bancorp            30,000       1,271,250
                                        ------------
                                           9,512,856
                                        ------------
  FINANCIAL SERVICES -- 0.8%
    Citigroup, Inc.           13,000         978,250
                                        ------------
  FOOD -- 4.3%
    General Mills, Inc.       13,650         998,156
    Heinz, (H.J.) Co.         10,000         466,875
    Hershey Foods Corp.       16,000         842,000
    Kellogg Co.               17,800         658,600
    Quaker Oats Co.           12,800         826,400
    Safeway, Inc.*            25,200       1,359,225
    Tasty Baking Co.          34,000         399,500
                                        ------------
                                           5,550,756
                                        ------------
  HOTELS & MOTELS -- 1.2%
    Hilton Hotels Corp.       20,000         312,500
    Marriott
      International, Inc.
      Cl-A                    30,000       1,256,250
                                        ------------
                                           1,568,750
                                        ------------
  INSURANCE -- 3.1%
    Allmerica Financial
      Corp.                   40,000       2,292,500
    American
      International
      Group, Inc.              7,000         822,062
    Ohio Casualty Corp.        6,500         241,516
    Travelers Property
      Casualty Corp. Cl-A     20,000         690,000
                                        ------------
                                           4,046,078
                                        ------------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.4%
    Becton Dickinson &
      Co.                     15,000         557,812
    Medtronic, Inc.           17,000       1,222,937
                                        ------------
                                           1,780,749
                                        ------------
  METALS & MINING -- 1.2%
    Phelps Dodge Corp.        10,300         651,475
    Reynolds Metals Co.       14,000         873,250
                                        ------------
                                           1,524,725
                                        ------------
</TABLE>

                                                   AMERICAN SKANDIA MASTER TRUST


<PAGE>
ASMT INVESCO
EQUITY INCOME PORTFOLIO

<TABLE>
<CAPTION>
- ----------------------------------------------------
                              SHARES           VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
OIL & GAS -- 6.3%
    Apache Corp.              24,000    $    736,500
    Atlantic Richfield
      Co.                     10,000         839,375
    Exxon Corp.               12,400       1,029,975
    Halliburton Co.           19,500         831,187
    National Fuel Gas Co.     40,000       1,750,000
    Royal Dutch
      Petroleum Co.           10,000         586,875
    Schlumberger Ltd.         18,000       1,149,750
    Unocal Corp.              30,000       1,246,875
                                        ------------
                                           8,170,537
                                        ------------
  PAPER & FOREST PRODUCTS -- 1.8%
    Temple-Inland, Inc.       10,000         690,000
    Weyerhaeuser Co.          25,000       1,678,125
                                        ------------
                                           2,368,125
                                        ------------
  PHARMACEUTICALS -- 5.5%
    American Home
      Products Corp.          16,000         976,000
    Bristol-Meyers Squibb
      Co.                     13,000         826,312
    Lilly, (Eli) & Co.        16,000       1,178,000
    Merck & Co., Inc.         20,000       1,405,000
    Pharmacia & Upjohn,
      Inc.                    18,000       1,008,000
    SmithKline Beecham
      PLC [ADR]               16,000       1,051,000
    Warner-Lambert Co.        10,700         726,931
                                        ------------
                                           7,171,243
                                        ------------
  RAILROADS -- 2.4%
    Kansas City Southern
      Industries, Inc.        45,000       2,680,312
    Norfolk Southern
      Corp.                   13,100         428,206
                                        ------------
                                           3,108,518
                                        ------------
  REAL ESTATE -- 0.1%
    HRPT Properties Trust
      [REIT]                   7,100         103,837
                                        ------------
  RETAIL & MERCHANDISING -- 3.0%
    Dayton-Hudson Corp.       19,000       1,278,938
    Penney, (J.C.) Co.,
      Inc.                    28,000       1,277,500
    Wal-Mart Stores, Inc.     29,600       1,361,600
                                        ------------
                                           3,918,038
                                        ------------
  SEMICONDUCTORS -- 2.4%
    Intel Corp.               19,000       1,162,563
    Motorola, Inc.            25,000       2,003,125
                                        ------------
                                           3,165,688
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES           VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                        <C>          <C>
  TELECOMMUNICATIONS -- 9.0%
    Ameritech Corp.           13,100    $    896,531
    AT&T Corp.                20,700       1,045,350
    Bell Atlantic Corp.       14,300         824,038
    Frontier Corp.            20,000       1,103,750
    GTE Corp.                 13,000         870,188
    Lucent Technologies,
      Inc.                    20,400       1,226,550
    MediaOne Group, Inc.*     30,000       2,446,875
    SBC Communications,
      Inc.                    15,700         879,200
    Sprint Corp. (FON
      Group)                  10,700       1,097,419
    U.S. West, Inc.           23,500       1,229,344
                                        ------------
                                          11,619,245
                                        ------------
  UTILITIES -- 1.6%
    Northern States
      Power Co.               39,200         945,700
    Unicom Corp.              29,000       1,125,563
                                        ------------
                                           2,071,263
                                        ------------
TOTAL COMMON STOCK
  (Cost $77,881,044)                      92,416,606
                                        ------------
<CAPTION>
                                 PAR
                               (000)
                           ---------
CORPORATE OBLIGATIONS -- 14.8%
  AIRLINES -- 0.5%
    Delta Air Lines
      10.375%, 12/15/22    $     500         647,500
                                        ------------
  BROADCASTING -- 0.2%
    Continental
      Cablevision, Inc.
      9.50%, 08/01/13            250         297,813
                                        ------------
  BUILDING MATERIALS -- 0.4%
    USG Corp.
      8.50%, 08/01/05            500         525,000
                                        ------------
  ENTERTAINMENT & LEISURE -- 0.1%
    Time Warner
      Entertainment Co.
      7.25%, 09/01/08            100         105,875
                                        ------------
  FINANCIAL SERVICES -- 0.4%
    Associates Corp. of
      North America Cl-E
      7.375%, 06/11/07           500         530,875
                                        ------------
  HEALTHCARE SERVICES -- 0.0%
    FHP International
      Corp.
      7.00%, 09/15/03             50          51,000
                                        ------------
  HOTELS & MOTELS -- 0.2%
    Hilton Hotels Corp.
      7.20%, 12/15/09            250         245,000
                                        ------------
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                                 PAR
                               (000)           VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
INDUSTRIAL PRODUCTS -- 0.2%
    Worldwide Fiber, Inc.
      144A
      12.50%, 12/15/05     $     250    $    267,500
                                        ------------
  INSURANCE -- 0.8%
    Equitable Companies,
      Inc.
      9.00%, 12/15/04            500         563,750
    Progressive Corp.
      6.625%, 03/01/29           500         477,500
                                        ------------
                                           1,041,250
                                        ------------
  OIL & GAS -- 1.9%
    Atlantic Richfield
      Co.
      10.875%, 07/15/05          500         620,000
    Belco Oil & Gas Corp.
      Cl-B
      8.875%, 09/15/07           100          98,750
    Canadian Forest Oil
      Ltd.
      8.75%, 09/15/07            250         246,250
    Cliffs Drilling Co.
      Cl-B
      10.25%, 05/15/03           250         246,875
    Gulf Canada Resources
      Ltd.
      8.25%, 03/15/17            100          95,250
    Noram Energy Corp.
      [CVT]
      6.00%, 03/15/12            100          95,125
    NRG Energy, Inc.
      7.50%, 06/15/07            250         249,688
    Ocean Energy, Inc.
      Cl-B
      8.875%, 07/15/07           250         258,125
    Vastar Resources,
      Inc.
      6.50%, 04/01/09            500         491,875
                                        ------------
                                           2,401,938
                                        ------------
  PAPER & FOREST PRODUCTS -- 0.4%
    Chesapeake Corp.
      7.20%, 03/15/05            500         519,375
                                        ------------
  PRINTING & PUBLISHING -- 0.1%
    Affiliated Newspaper
      Investments, Inc.
      [STEP]
      12.01%, 07/01/06           100          96,250
                                        ------------
  TELECOMMUNICATIONS -- 5.6%
    AT&T Corp.
      6.00%, 03/15/09            400         391,000
    Cencall
      Communications
      Corp. [STEP]
      9.80%, 01/15/04            490         496,738
    Centel Capital Corp.
      9.00%, 10/15/19            250         296,563
    GTE Corp.
      7.90%, 02/01/27            731         774,860
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)           VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                        <C>          <C>
    Level 3
      Communications,
      Inc.
      9.125%, 05/01/08     $     250    $    255,625
      5.538%, 12/01/08
      [STEP] 144A                500         325,625
    Lin Television Co.
      8.375%, 03/01/08           250         247,500
    McLeodUSA, Inc.
      9.50%, 11/01/08            250         272,500
    MetroNet
      Communications
      Corp.
      12.00%, 08/15/07           350         415,625
      8.80%, 06/15/08
      [STEP]                     500         391,250
    NEXTLINK
      Communications,
      Inc.
      9.625%, 10/01/07            50          50,500
      10.75%, 11/15/08
      144A                       250         269,375
    Paramount
      Communication
      8.25%, 08/01/22            700         734,125
    Qwest Communications
      International, Inc.
      144A
      7.25%, 11/01/08            250         258,438
    TCI
      Telecommunications,
      Inc.
      7.875%, 02/15/26           500         560,625
    Tele-Communications,
      Inc.
      9.80%, 02/01/12            500         646,250
    Telewest
      Communications PLC
      [STEP]
      10.375%, 10/01/07          250         222,500
    US West
      Communications
      5.65%, 11/01/04            650         639,134
                                        ------------
                                           7,248,233
                                        ------------
  UTILITIES -- 4.0%
    Boston Edison Co.
      7.80%, 03/15/23             25          25,313
    Cleveland Electric
      Illuminating Co.
      Cl-D
      7.88%, 11/01/17            250         265,000
    Coda Energy, Inc.
      Cl-B
      10.50%, 04/01/06           150         155,250
    Commonwealth Edison
      8.00%, 05/15/08            400         452,000
      8.375%, 02/15/23           428         453,145
    Consumers Energy Co.
      7.375%, 09/15/23           500         485,625
</TABLE>

                                                   AMERICAN SKANDIA MASTER TRUST


<PAGE>
ASMT INVESCO
EQUITY INCOME PORTFOLIO

<TABLE>
<CAPTION>
- ----------------------------------------------------
                                 PAR
                               (000)           VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
    El Paso Electric Co.
      8.90%, 02/01/06      $     250    $    282,500
    El Paso Electric Co.
      Cl-C
      8.25%, 02/01/03            200         209,750
    Gulf States Utilities
      8.70%, 04/01/24            250         259,688
    Metropolitan Edison
      Co. Cl-B
      8.15%, 01/30/23             75          78,693
    New York State
      Electric & Gas
      Corp.
      8.30%, 12/15/22            200         207,750
    Niagara Mohawk Power
      Corp. Cl-H [STEP]
      2.269%, 07/01/10         1,000         796,250
    Panhandle Eastern
      Pipeline 144A
      6.50%, 07/15/09            500         495,000
    PP&L Resources, Inc.
      7.70%, 10/01/99            500         552,500
    Public Service New
      Mexico Cl-B
      7.50%, 08/01/18            260         261,950
    Western Massachusetts
      Electric Co. Cl-V
      7.75%, 12/01/02            250         251,700
                                        ------------
                                           5,232,114
                                        ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $19,479,209)                      19,209,723
                                        ------------
U.S. TREASURY OBLIGATIONS -- 5.5%
    U.S. Treasury Notes
      6.625%, 05/15/07           250         269,235
      5.625%, 05/15/08         6,750       6,847,654
                                        ------------
  (Cost $7,291,449)                        7,116,889
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)           VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                        <C>          <C>
COMMERCIAL PAPER -- 3.9%
    General Electric
      Capital Corp.
      4.751%, 05/04/99     $   2,500    $  2,500,000
    Heller Financial,
      Inc.
      4.855%, 05/04/99         2,500       2,500,000
                                        ------------
  (Cost $5,000,000)                        5,000,000
                                        ------------
<CAPTION>
                            SHARES
                           ---------
SHORT-TERM INVESTMENTS -- 1.7%
    Temporary Investment
      Cash Fund            1,081,480       1,081,480
    Temporary Investment
      Fund                 1,081,479       1,081,479
                                        ------------
  (Cost $2,162,959)                        2,162,959
                                        ------------
TOTAL INVESTMENTS -- 97.4%
  (Cost $111,814,661)                    125,906,177
OTHER ASSETS LESS
  LIABILITIES -- 2.6%                      3,428,225
                                        ------------
NET ASSETS -- 100.0%                    $129,334,402
                                        ============
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 1.2% of net assets.

See Notes to Financial Statements.


<PAGE>

ASMT PIMCO
TOTAL RETURN BOND PORTFOLIO

<TABLE>
<CAPTION>
- -----------------------------------------------------
                                  PAR
                                (000)           VALUE
- -----------------------------------------------------
<S>                         <C>          <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 23.7%
    Federal Home Loan
      Mortgage Corp.
      6.00%, 05/17/29
      [TBA]                 $  7,300     $  7,081,000
      6.00%, 07/01/28            923          896,049
      6.50%, 12/15/23            212          201,920
      7.00%, 02/15/27          3,490        3,410,562
      8.50%, 08/01/24-
         12/01/25              1,065        1,120,765
                                         ------------
                                           12,710,296
                                         ------------
    Federal National Mortgage Assoc.
      5.905%, 12/01/27-
         05/01/36 [VR]          769           772,702
      6.50%, 05/18/23          2,893        2,910,240
                                         ------------
                                            3,682,942
                                         ------------
    Government National Mortgage
      Assoc.
      6.50%, 05/24/29
      [TBA]                    4,000        3,974,360
      6.68%, 01/01/09            956          969,940
      6.875%, 02/01/40         2,709        2,689,959
      6.875%, 02/04/40
      [CLC]+                   2,291        2,348,647
      7.00%, 11/15/27            416          422,509
                                         ------------
                                           10,405,415
                                         ------------
    Student Loan Marketing
      Assoc. Series 1996-4 Cl-A1
      4.826%, 07/25/04         1,436        1,429,871
                                         ------------
  (Cost $28,347,468)                       28,228,524
                                         ------------
U.S. TREASURY OBLIGATIONS -- 14.3%
    U.S. Treasury Bills
      4.33%, 06/24/99#            25           24,845
      4.48%, 06/24/99#            40           39,752
      4.49%, 06/24/99#           120          119,257
      4.495%, 06/24/99#           15           14,907
      4.50%, 06/24/99#            20           19,876
      4.51%, 06/24/99#           490          486,964
      4.42%, 09/16/99             10            9,831
                                         ------------
                                              715,432
                                         ------------
    U.S. Treasury Bonds
      12.00%, 08/15/13         8,800       12,785,492
      7.25%, 05/15/16            100          114,379
      8.875%, 08/15/17         1,100        1,459,975
                                         ------------
                                           14,359,846
                                         ------------
    U.S. Treasury
      Inflationary Bonds
      3.625%, 01/15/08           800          797,498
      3.875%, 01/15/09         1,200        1,202,107
                                         ------------
                                            1,999,605
                                         ------------
  (Cost $17,784,188)                       17,074,883
                                         ------------
</TABLE>

<TABLE>
<CAPTION>
                                  PAR
                                (000)           VALUE
- -----------------------------------------------------
- -----------------------------------------------------
<S>                         <C>          <C>
COLLATERALIZED MORTGAGE OBLIGATIONS -- 22.4%
    Chase Mortgage Finance
      Corp. 1995-A Cl-A
      6.204%, 04/25/25      $  2,515     $  2,525,594
    Countrywide Home Loans
      Series 1998-18
      Cl-2A3
      6.75%, 11/25/28          1,000          966,199
    Countrywide Home Loans
      Series 1999-7 Cl-A3
      6.25%, 06/25/14          5,000        4,933,594
    First Plus Home Loan
      Trust Series 1998-5
      Cl-A3 [VR] 6.06%,
      09/10/11                 1,000        1,004,615
    GE Capital Mortgage
      Services, Inc.
      Series 1999-5 Cl-A29
      6.50%, 05/25/29          9,858        9,509,909
    GE Capital Mortgage
      Services, Inc.
      Series 1999-11 Cl-Y2
      PAC 6.00%, 05/25/29      3,000        2,989,219
    Norwest Asset
      Securities Corp.
      Series 1997-21 Cl-A2
      7.00%, 01/25/28          2,823        2,850,970
    PNC Mortgage
      Securities Corp.
      Series 1998-10 Cl-
      1A6 6.50%, 10/25/28      2,000        1,903,045
                                         ------------
  (Cost $26,991,247)                       26,683,145
                                         ------------
CORPORATE OBLIGATIONS -- 36.1%
  AIRLINES -- 2.5%
    Continental Airlines,
      Inc. 6.954%,
      02/02/11                 3,000        2,990,115
                                         ------------
  CONGLOMERATES -- 0.9%
    Philip Morris
      Companies, Inc.
      7.625%, 05/15/02         1,000        1,043,190
                                         ------------
  CONSUMER GOODS & SERVICES -- 1.7%
    Sears Roebuck
      Acceptance Corp.
      Cl-2 6.86%, 08/06/01     2,000        2,040,000
                                         ------------
</TABLE>

                                                   AMERICAN SKANDIA MASTER TRUST


<PAGE>
ASMT PIMCO
TOTAL RETURN BOND PORTFOLIO

<TABLE>
<CAPTION>
- -----------------------------------------------------
                                  PAR
                                (000)           VALUE
- -----------------------------------------------------
<S>                         <C>          <C>
FINANCIAL -- BANK & TRUST -- 5.7%
    Bankers Trust Corp.
      [VR]
      5.32%, 01/30/02       $  1,000     $    973,805
    PNC Bank Corp. NA
      5.001%, 05/17/99         2,800        2,799,686
    Popular North America,
      Inc. Cl-D
      6.625%, 01/15/04         3,000        3,006,330
                                         ------------
                                            6,779,821
                                         ------------
  FINANCIAL SERVICES -- 14.9%
    Bear Stearns
      Companies, Inc. Cl-B
      [VR] 5.136%,
      02/16/01                 1,000        1,000,110
    Bear Stearns
      Companies, Inc. [VR]
      5.601%, 03/18/05           500          500,971
    Beneficial Corp. Cl-H
      [FRN]
      5.08%, 01/09/02            500          499,285
    Caterpillar Financial
      Services Corp., Inc.
      Cl-F [FRN]
      5.05%, 06/08/00            500          500,415
    DTE Capital Corp. [VR]
      144A
      7.11%, 11/15/03          3,000        2,808,750
    Ford Motor Credit Co.
      [FRN] 5.423%,
      09/03/01                 1,000        1,000,223
    GMAC [FRN]
      5.121%, 04/29/02         2,800        2,807,322
    Goldman Sachs Group
      Cl-A [FRN] 144A
      5.521%, 12/07/01         2,000        2,007,244
    Lehman Brothers
      Holdings, Inc. [FRN]
      5.588%, 12/01/00           800          795,185
      5.577%, 09/03/02         1,800        1,800,718
    Merrill Lynch & Co.,
      Inc. [FRN] 5.45%,
      01/11/02                 2,000        2,009,890
    Morgan Stanley, Dean
      Witter & Co. 5.429%,
      03/11/03                 1,000          995,100
    New England
      Educational Loan
      Marketing Assoc.
      Cl-B [FRN] 144A

      5.411%, 06/11/01         1,000          999,180
                                         ------------
                                           17,724,393
                                         ------------
  FOOD -- 4.5%
    RJR Nabisco, Inc.
      8.625%, 12/01/02         5,000        5,409,700
                                         ------------
</TABLE>

<TABLE>
<CAPTION>
                                  PAR
                                (000)           VALUE
- -----------------------------------------------------
- -----------------------------------------------------
<S>                         <C>          <C>
  HEALTHCARE SERVICES -- 3.4%
    Columbia/HCA
      Healthcare Corp.
      6.63%, 07/15/45       $  4,275     $  4,087,969
                                         ------------
  TELECOMMUNICATIONS -- 2.5%
    Cable & Wireless
      Communications PLC
      6.75%, 12/01/08          2,000        2,015,000
    WorldCom, Inc. 6.125%,
      08/15/01                 1,000        1,006,659
                                         ------------
                                            3,021,659
                                         ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $42,973,070)                       43,096,847
                                         ------------
SOVEREIGN ISSUES -- 5.6%
  ARGENTINA -- 0.8%
    Republic of Argentina
      [VR]
      14.25%, 05/31/99         1,000        1,002,500
                                         ------------
  MEXICO -- 4.0%
    United Mexican States
      8.75%, 05/30/02          3,000        4,804,140
                                         ------------
  PHILIPPINES -- 0.8%
    Republic of
      Philippines Cl-B
      [BRB, VR] 6.50%,
      12/01/17                 1,000          890,822
                                         ------------
TOTAL SOVEREIGN ISSUES
  (Cost $6,303,886)                         6,697,462
                                         ------------
CERTIFICATES OF DEPOSIT -- 0.8%
    Mexico Credit Link
      [VR]
      10.508%, 02/22/02
  (Cost $1,000,000)            1,000          995,689
                                         ------------
COMMERCIAL PAPER -- 10.8%
    American Express
      Credit Corp.
      4.81%, 05/24/99          1,000          996,927
    Ameritech Corp.
      4.81%, 05/14/99          1,000          998,263
    Ford Motor Credit Co.
      4.81%, 05/10/99            400          399,519
      4.78%, 07/26/99            800          791,059
    General Electric
      Capital Corp.
      4.82%, 06/10/99          1,100        1,094,109
      4.81%, 06/11/99          1,500        1,491,783
      4.82%, 06/11/99            400          397,888
      4.79%, 06/14/99            500          497,091
      4.79%, 07/28/99          1,600        1,581,806
    General Motors
      Acceptance Corp.
      4.81%, 06/02/99            900          896,152
      4.77%, 06/08/99            400          397,986
    IBM Credit Corp.
      4.80%, 05/28/99          1,300        1,295,320
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
- -----------------------------------------------------
                                  PAR
                                (000)           VALUE
- -----------------------------------------------------
<S>                         <C>          <C>
    KFW International
      Financial Co.
      4.79%, 06/23/99       $    300     $    297,884
    National Rural Utility
      Corp.
      4.82%, 05/18/99            200          199,543
      4.82%, 06/10/99          1,000          994,798
    Shell Oil Co.
      4.78%, 06/25/99            500          496,481
                                         ------------
  (Cost $12,825,489)                       12,826,609
                                         ------------
<CAPTION>
                              SHARES

                             ------
SHORT-TERM INVESTMENTS -- 1.8%
    Temporary Investment
      Cash Fund             1,052,143       1,052,143
    Temporary Investment
      Fund                  1,052,142       1,052,142
                                         ------------
  (Cost $2,104,285)                         2,104,285
                                         ------------
<CAPTION>
                            NOTIONAL
                             AMOUNT
                             (000)
                            ---------
OPTIONS -- 0.0%
  CALL OPTIONS
    5 Year U.S. Treasury
      Notes, Strike Price
      96-19, Expires
      05/17/99+             $    200           10,460
    10 Year U.S. Treasury
      Notes, Strike Price
      95-20, Expires
      05/24/99+                  500           27,080
                                         ------------
  (Cost $40,547)                               37,540
                                         ------------
TOTAL INVESTMENTS --115.5%
  (Cost $138,370,180)                     137,744,984
                                         ------------
<CAPTION>
                            NUMBER OF
                            CONTRACTS
                            ---------
WRITTEN OPTIONS -- 0.0%
  CALL OPTIONS
    30 Year U.S. Treasury
      Bond Futures, Strike
      Price 126, Expires
      05/22/99                    14             (437)
    30 Year U.S. Treasury
      Bond Futures, Strike
      Price 128, Expires
      05/22/99                    31             (484)
    30 Year U.S. Treasury
      Bond Futures, Strike
      Price 130, Expires
      05/22/99                    21             (328)
                                         ------------
                                               (1,249)
                                         ------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------
                            NUMBER OF
                            CONTRACTS           VALUE
- -----------------------------------------------------
<S>                         <C>          <C>
  PUT OPTIONS
    30 Year U.S. Treasury
      Bond Futures, Strike
      Price 116, Expires
      05/22/99                    44     $     (4,812)
    30 Year U.S. Treasury
      Bond Futures, Strike
      Price 118, Expires
      05/22/99                    21           (7,219)
                                         ------------
                                              (12,031)
                                         ------------
TOTAL WRITTEN OPTIONS
  (Cost ($57,155))                            (13,280)
                                         ------------
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (15.5%)                 (18,434,687)
                                         ------------
NET ASSETS -- 100.0%                     $119,297,017
                                         ============
</TABLE>

Foreign currency exchange contracts outstanding at April 30, 1999:

<TABLE>
<CAPTION>
SETTLEMENT          CONTRACTS TO    IN EXCHANGE   CONTRACTS     UNREALIZED
MONTH        TYPE      RECEIVE          FOR        AT VALUE    DEPRECIATION
- ---------------------------------------------------------------------------
<S>          <C>    <C>             <C>           <C>          <C>
08/99        Sell   GBP 3,060,000   $4,898,172    $4,927,536     $29,364
                                    ==========    ==========     =======
</TABLE>

# Securities with an aggregate market value of $705,601 have been segregated
  with the custodian to cover margin requirements for the following open futures
  contracts at April 30, 1999:

<TABLE>
<CAPTION>
                            EXPIRATION   NUMBER OF    UNREALIZED
       DESCRIPTION            MONTH      CONTRACTS   DEPRECIATION
- -----------------------------------------------------------------
<S>                         <C>          <C>         <C>
U.S. Treasury 30 Year Bond    06/99         105        $ 7,484
U.S. Treasury 10 Year Note    06/99          16          9,063
                                                       -------
                                                       $16,547
                                                       =======
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
+ Illiquid security. At the end of the period these securities amounted to 2.0%
  of net assets.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 4.9% of net assets.

See Notes to Financial Statements.

                                                   AMERICAN SKANDIA MASTER TRUST


<PAGE>

ASMT JPM
MONEY MARKET PORTFOLIO

<TABLE>
<CAPTION>
- ----------------------------------------------------
                                  PAR
                                (000)          VALUE
- ----------------------------------------------------
<S>                           <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 44.0%
    Federal Home Loan Bank
      4.90%, 05/03/99         $29,245    $29,237,039
      4.66%, 05/14/99           8,000      7,986,538
      5.61%, 06/18/99           1,000      1,000,005
                                         -----------
  (Cost $38,223,582)                      38,223,582
                                         -----------
CERTIFICATES OF DEPOSIT -- 21.9%
    Bank of Nova Scotia
      5.15%, 04/20/00           2,000      1,998,876
    Bankers Trust Co. [FRN]
      5.07%, 04/30/99++           500        499,988
    Bayerische Hypo
      Vereinsbank
      5.15%, 04/25/00           2,000      1,998,861
    Bayerische Landesbank NY
      5.115%, 03/21/00          2,500      2,496,808
    Canadian Imperial Bank
      5.01%, 02/07/00           1,500      1,499,665
    Comerica Bank [FRN]
      4.90%, 05/01/99++         1,500      1,499,496
    Commerzbank NY
      4.99%, 01/25/00           1,500      1,499,735
    Deutsche Bank NY
      5.00%, 01/06/00           1,500      1,499,703
    Dresdner Bank
      4.95%, 11/09/99           1,500      1,499,695
    Royal Bank of Canada
      [FRN]
      4.895%, 02/17/00++        1,500      1,499,470
    State Street Bank &
      Trust
      4.81%, 06/16/99           3,000      3,000,000
                                         -----------
  (Cost $18,992,297)                      18,992,297
                                         -----------
CORPORATE OBLIGATIONS -- 16.2%
  BEVERAGES -- 0.7%
    PepsiCo, Inc. [FRN]
      4.81%, 05/19/99++           600        599,796
                                         -----------
  FINANCIAL -- BANK & TRUST -- 12.4%
    American Express
      Centurion [FRN]
      4.876%, 04/30/99++          750        750,000
      4.95%, 07/26/99           3,000      3,000,000
    Bank One Corp. [FRN]
      4.944%, 05/04/99++        1,000        999,991
    First Union National
      Bank [FRN]
      5.018%, 07/25/99++        1,500      1,500,000
    Key Bank NA [FRN]
      4.835%, 06/03/99++        1,000        999,916
</TABLE>

<TABLE>
<CAPTION>
                                  PAR
                                (000)          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                           <C>        <C>
    NationsBank Corp. Cl-F
      [FRN]
      5.06%, 05/19/99++       $ 1,000    $ 1,000,326
    Wells Fargo & Co. Cl-J
      5.31%, 03/31/00           1,500      1,499,489
    Xerox Credit Corp. Cl-F
      5.32%, 03/31/00           1,000        999,668
                                         -----------
                                          10,749,390
                                         -----------
  FINANCIAL SERVICES -- 3.1%
    CIT Group, Inc. [FRN]
      4.95%, 10/20/99++         1,200      1,200,055
    Citigroup, Inc. [FRN]
      5.069%, 05/03/99++        1,500      1,501,548
                                         -----------
                                           2,701,603
                                         -----------
TOTAL CORPORATE OBLIGATIONS
  (Cost $14,050,789)                      14,050,789
                                         -----------
COMMERCIAL PAPER -- 14.2%
  FINANCIAL -- BANK & TRUST -- 8.5%
    Caisse D'Amortissement
      4.90%, 11/23/99           2,000      1,943,922
    Cregem North America,
      Inc.
      4.81%, 07/02/99           2,000      1,983,432
      4.74%, 07/19/99           1,500      1,484,397
    Provident National Bank
      4.81%, 05/13/99           2,000      1,996,793
                                         -----------
                                           7,408,544
                                         -----------
  FINANCIAL SERVICES -- 5.7%
    Morgan Stanley, Dean
      Witter & Co.
      4.83%, 06/10/99           2,000      1,989,267
    General Electric Capital
      Corp.
      4.79%, 06/21/99           3,000      2,979,642
                                         -----------
                                           4,968,909
                                         -----------
TOTAL COMMERCIAL PAPER
  (Cost $12,377,453)                      12,377,453
                                         -----------
TOTAL INVESTMENTS -- 96.3%
  (Cost $83,644,121)                      83,644,121
OTHER ASSETS LESS LIABILITIES -- 3.7%      3,238,390
                                         -----------
NET ASSETS -- 100.0%                     $86,882,511
                                         ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.

++ Maturity date reflects the next interest rate change date.

See Notes to Financial Statements.


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

DEFINITION OF ABBREVIATIONS

THE FOLLOWING ABBREVIATIONS ARE USED THROUGHOUT THE SCHEDULES OF INVESTMENTS:

SECURITY DESCRIPTIONS:

<TABLE>
<S>   <C>  <C>
ADR   --   American Depositary Receipt
BRB   --   Brady Bond
CLC   --   Construction Loan Certificates
CVT   --   Convertible Security
FDR   --   Federal Depositary Receipt
FRN   --   Floating Rate Note(1)
GDR   --   Global Depositary Receipt
REIT  --   Real Estate Investment Trust
STEP  --   Stepped Coupon Bond(2)
TBA   --   To be Announced Security
VR    --   Variable Rate Bond (1)
COUNTRIES/CURRENCIES:
GBP   --   United Kingdom/British Pound
JPY   --   Japan/Japanese Yen
</TABLE>

- -------------------------------------------------------
(1) Rates shown for variable and floating rate securities are the coupon rates
    as of April 30, 1999.
(2) Rates shown are the effective yields at purchase date.


<PAGE>

APRIL 30, 1999

(UNAUDITED)
STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     ASMT            ASMT           ASMT           ASMT          ASMT
                                 T. ROWE PRICE      JANUS         INVESCO         PIMCO           JPM
                                 INTERNATIONAL     CAPITAL         EQUITY      TOTAL RETURN      MONEY
                                    EQUITY          GROWTH         INCOME          BOND         MARKET
                                   PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO      PORTFOLIO
                                  -----------    ------------   ------------   ------------   -----------
                                  -----------    ------------   ------------   ------------   -----------
<S>                              <C>             <C>            <C>            <C>            <C>
ASSETS:
  Investments in Securities at
    Value (A)                     $21,210,647    $808,161,431   $125,906,177   $137,744,984   $83,644,121
  Cash                              1,377,282              --             --             --            --
  Foreign Currency (B)                446,339              --             --             --            --
  Receivable For:
    Securities Sold                   102,234              --      1,643,148             --            --
    Dividends and Interest             97,682          89,500        707,680      1,749,747       253,379
    Contributions by Feeder
       Funds                          128,012      20,971,489      1,187,833      1,955,315     3,113,723
  Deferred Organization Costs          16,163          16,163         16,249         16,249        16,260
  Unrealized Appreciation on
    Foreign Currency Exchange
    Contracts                              43              --             --             --            --
                                  -----------    ------------   ------------   ------------   -----------
       Total Assets                23,378,402     829,238,583    129,461,087    141,466,295    87,027,483
                                  -----------    ------------   ------------   ------------   -----------
LIABILITIES:
  Cash Overdraft                           --              --             --             --         1,489
  Written Options Outstanding,
    at Value                               --              --             --         13,280            --
  Unrealized Depreciation on
    Foreign Currency Exchange
    Contracts                              --              --             --         29,364            --
  Payable to Investment Manager         9,121         301,818         38,636         37,329        33,579
  Payable For:
    Securities Purchased              728,247     108,475,819             --     21,823,463            --
    Withdrawals by Feeder Funds            --         148,711         29,324         92,902       107,234
    Futures Variation Margin               --              --             --        147,344            --
    Accrued Expenses and Other
       Liabilities                     74,825         266,291         58,725         25,596         2,670
                                  -----------    ------------   ------------   ------------   -----------
       Total Liabilities              812,193     109,192,639        126,685     22,169,278       144,972
                                  -----------    ------------   ------------   ------------   -----------
NET ASSETS                        $22,566,209    $720,045,944   $129,334,402   $119,297,017   $86,882,511
                                  ===========    ============   ============   ============   ===========
(A) Investments at Cost           $18,473,382    $689,834,362   $111,814,661   $138,313,025   $83,644,121
                                  ===========    ============   ============   ============   ===========
(B) Foreign Currency at Cost      $   446,876    $         --   $         --   $         --   $        --
                                  ===========    ============   ============   ============   ===========
</TABLE>

See Notes to Financial Statements.


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

FOR THE SIX MONTHS ENDED APRIL 30, 1999

(UNAUDITED)
STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             ASMT            ASMT          ASMT           ASMT          ASMT
                                         T. ROWE PRICE      JANUS         INVESCO        PIMCO          JPM
                                         INTERNATIONAL     CAPITAL        EQUITY      TOTAL RETURN     MONEY
                                            EQUITY          GROWTH        INCOME          BOND         MARKET
                                           PORTFOLIO      PORTFOLIO      PORTFOLIO     PORTFOLIO     PORTFOLIO
                                         ------------    ------------   -----------    -----------   ----------
                                         ------------    ------------   -----------    -----------   ----------
<S>                                      <C>             <C>            <C>           <C>            <C>
INVESTMENT INCOME:
  Interest                                $   15,012     $  1,408,335   $   789,149   $ 2,769,120    $1,471,857
  Dividends                                  149,506          514,198       558,337            --            --
  Foreign Taxes Withheld                     (22,018)         (32,869)      (23,081)       (2,372)          (58)
                                          ----------     ------------   -----------   -----------    ----------
       Total Investment Income               142,500        1,889,664     1,324,405     2,766,748     1,471,799
                                          ----------     ------------   -----------   -----------    ----------
EXPENSES:
  Advisory Fees                               91,205        1,872,549       345,257       274,545       149,913
  Shareholder Servicing Fees                   3,000            3,000         3,000         3,000         3,000
  Administration and Accounting Fees          18,751          140,872        46,611        43,780        19,147
  Custodian Fees                              29,567            7,533         6,161         3,820         3,772
  Professional Fees                              654           11,330         3,125         2,881         2,012
  Organization Costs                           2,367            2,367         2,367         2,367         2,367
  Trustees' Fees                                 534           10,640         2,662         2,439         1,737
  Miscellaneous Expenses                      16,893            5,166         5,560         3,715         2,348
                                          ----------     ------------   -----------   -----------    ----------
       Total Expenses                        162,971        2,053,457       414,743       336,547       184,296
                                          ----------     ------------   -----------   -----------    ----------
Net Investment Income (Loss)                 (20,471)        (163,793)      909,662     2,430,201     1,287,503
                                          ----------     ------------   -----------   -----------    ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net Realized Gain (Loss) on:
    Securities                              (227,421)        (383,780)    1,521,824      (407,442)        3,102
    Futures Contracts                             --               --            --      (748,363)           --
    Written Options Contracts                     --               --            --        42,019            --
    Foreign Currency Transactions             (9,523)          (5,775)           --       (10,104)           --
                                          ----------     ------------   -----------   -----------    ----------
  Net Realized Gain (Loss)                  (236,944)        (389,555)    1,521,824    (1,123,890)        3,102
                                          ----------     ------------   -----------   -----------    ----------
  Net Change in Unrealized Appreciation
    (Depreciation) on:
    Securities                             2,415,316      102,283,902    11,668,520      (996,690)           --
    Futures Contracts                             --               --            --       (16,547)           --
    Written Options Contracts                     --               --            --        43,875            --
    Translation of Assets and
       Liabilities Denominated in
       Foreign Currencies                     (4,552)              25            --       (27,395)           --
                                          ----------     ------------   -----------   -----------    ----------
  Net Change in Unrealized Appreciation
    (Depreciation)                         2,410,764      102,283,927    11,668,520      (996,757)           --
                                          ----------     ------------   -----------   -----------    ----------
  Net Gain (Loss) on Investments           2,173,820      101,894,372    13,190,344    (2,120,647)        3,102
                                          ----------     ------------   -----------   -----------    ----------
  Net Increase in Net Assets Resulting
    from Operations                       $2,153,349     $101,730,579   $14,100,006   $   309,554    $1,290,605
                                          ==========     ============   ===========   ===========    ==========
</TABLE>

See Notes to Financial Statements.


<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  ASMT                           ASMT
                                                             T. ROWE PRICE                       JANUS
                                                          INTERNATIONAL EQUITY              CAPITAL GROWTH
                                                               PORTFOLIO                       PORTFOLIO
                                                      ----------------------------   -----------------------------
                                                        SIX MONTHS                     SIX MONTHS
                                                          ENDED        YEAR ENDED        ENDED         YEAR ENDED
                                                      APRIL 30, 1999   OCTOBER 31,   APRIL 30, 1999   OCTOBER 31,
                                                       (UNAUDITED)        1998        (UNAUDITED)         1998
                                                      --------------   -----------   --------------   ------------
<S>                                                   <C>              <C>           <C>              <C>
FROM OPERATIONS:
  Net Investment Income (Loss)                         $   (20,471)    $   (62,984)   $   (163,793)   $    100,273
  Net Realized Gain (Loss) on Investments                 (236,944)       (150,133)       (389,555)     (5,429,678)
  Net Change in Unrealized Appreciation
    (Depreciation) on Investments                        2,410,764          76,751     102,283,927      16,036,210
                                                       -----------     -----------    ------------    ------------
Net Increase (Decrease) in Net Assets Resulting from
  Operations                                             2,153,349        (136,366)    101,730,579      10,706,805
                                                       -----------     -----------    ------------    ------------
CAPITAL TRANSACTIONS:
  Contributions by Feeder Funds                         10,622,737      17,837,166     520,461,604     159,785,442
  Withdrawals by Feeder Funds                           (5,230,660)     (6,177,388)    (56,384,731)    (24,236,532)
                                                       -----------     -----------    ------------    ------------
Net Increase in Net Assets from Capital Transactions     5,392,077      11,659,778     464,076,873     135,548,910
                                                       -----------     -----------    ------------    ------------
       Total Increase in Net Assets                      7,545,426      11,523,412     565,807,452     146,255,715
NET ASSETS:
  Beginning of Period                                   15,020,783       3,497,371     154,238,492       7,982,777
                                                       -----------     -----------    ------------    ------------
  End of Period                                        $22,566,209     $15,020,783    $720,045,944    $154,238,492
                                                       ===========     ===========    ============    ============
</TABLE>

See Notes to Financial Statements.


<PAGE>

- --------------------------------------------------------------------------------

                                                   AMERICAN SKANDIA MASTER TRUST

<TABLE>
<CAPTION>
                                       ASMT                            ASMT                            ASMT
                                      INVESCO                          PIMCO                            JPM
                                   EQUITY INCOME                 TOTAL RETURN BOND                 MONEY MARKET
                                     PORTFOLIO                       PORTFOLIO                       PORTFOLIO
                           -----------------------------   -----------------------------   -----------------------------
                             SIX MONTHS                      SIX MONTHS                      SIX MONTHS
                               ENDED         YEAR ENDED        ENDED         YEAR ENDED        ENDED         YEAR ENDED
                           APRIL 30, 1999   OCTOBER 31,    APRIL 30, 1999   OCTOBER 31,    APRIL 30, 1999   OCTOBER 31,
                            (UNAUDITED)         1998        (UNAUDITED)         1998        (UNAUDITED)         1998
                           --------------   ------------   --------------   ------------   --------------   ------------
<S>                        <C>              <C>            <C>              <C>            <C>              <C>
FROM OPERATIONS:
  Net Investment Income
    (Loss)                  $    909,662    $    686,732    $  2,430,201    $  1,179,198    $  1,287,503    $    785,810
  Net Realized Gain
    (Loss) on Investments      1,521,824        (510,100)     (1,123,890)        668,243           3,102            (733)
  Net Change in
    Unrealized
    Appreciation
    (Depreciation)
    on Investments            11,668,520       2,366,592        (996,757)        311,039              --              --
                            ------------    ------------    ------------    ------------    ------------    ------------
Net Increase (Decrease)
  in Net Assets Resulting
  from Operations             14,100,006       2,543,224         309,554       2,158,480       1,290,605         785,077
                            ------------    ------------    ------------    ------------    ------------    ------------
CAPITAL TRANSACTIONS:
  Contributions by Feeder
    Funds                     65,450,795      69,154,397      72,343,850      67,718,213      91,184,014     103,736,368
  Withdrawals by Feeder
    Funds                    (13,666,626)    (14,750,075)    (12,731,553)    (15,526,070)    (54,597,905)    (57,510,543)
                            ------------    ------------    ------------    ------------    ------------    ------------
Net Increase in Net
  Assets from
  Capital Transactions        51,784,169      54,404,322      59,612,297      52,192,143      36,586,109      46,225,825
                            ------------    ------------    ------------    ------------    ------------    ------------
    Total Increase in Net
       Assets                 65,884,175      56,947,546      59,921,851      54,350,623      37,876,714      47,010,902
NET ASSETS:
  Beginning of Period         63,450,227       6,502,681      59,375,166       5,024,543      49,005,797       1,994,895
                            ------------    ------------    ------------    ------------    ------------    ------------
  End of Period             $129,334,402    $ 63,450,227    $119,297,017    $ 59,375,166    $ 86,882,511    $ 49,005,797
                            ============    ============    ============    ============    ============    ============
</TABLE>

See Notes to Financial Statements.


<PAGE>

SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      Net Assets at   Portfolio                           Ratio of Net Investment
                                           Period     End of Period   Turnover    Ratio of Expenses to       Income (Loss) to
                                           Ended       (in 000's)       Rate      Average Net Assets(4)    Average Net Assets(4)
                                          --------    -------------   ---------   ---------------------   -----------------------
<S>                                       <C>         <C>             <C>         <C>                     <C>
ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO:
- ------------------------------------
- ------------------------------------
                                          04/30/99*     $ 22,566          12%             1.79%                    (0.22%)
                                          10/31/98        15,021          20%             2.60%                    (0.67%)
                                          10/31/97(1)      3,497           1%             6.26%                    (3.78%)
ASMT JANUS
CAPITAL GROWTH PORTFOLIO:
- ------------------------------------
- ------------------------------------
                                          04/30/99*     $720,046           7%             1.10%                    (0.09%)
                                          10/31/98       154,238          77%             1.27%                     0.17%
                                          10/31/97(1)      7,983          83%             2.79%                     0.69%
ASMT INVESCO
EQUITY INCOME PORTFOLIO:
- ------------------------------------
- ------------------------------------
                                          04/30/99*     $129,334          43%             0.90%                     1.98%
                                          10/31/98        63,450          70%             1.13%                     2.11%
                                          10/31/97(2)      6,503          46%             2.66%                     2.39%
ASMT PIMCO TOTAL
RETURN BOND PORTFOLIO:
- ------------------------------------
- ------------------------------------
                                          04/30/99*     $119,297          70%             0.80%                     5.66%
                                          10/31/98        59,375         418%             1.07%                     5.05%
                                          10/31/97(2)      5,025          93%             2.22%                     3.51%
ASMT JPM
MONEY MARKET PORTFOLIO:
- ------------------------------------
- ------------------------------------
                                          04/30/99*     $ 86,883         N/A              0.61%                     4.29%
                                          10/31/98        49,006         N/A              0.72%                     4.69%
                                          10/31/97(3)      1,995         N/A              3.91%                     1.00%
</TABLE>

(1) Commenced operations on June 10, 1997.
(2) Commenced operations on June 18, 1997.
(3) Commenced operations on June 19, 1997.
(4) Annualized for periods less than one year.
 *  Unaudited.

See Notes to Financial Statements.


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

APRIL 30, 1999

(UNAUDITED)

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     American Skandia Master Trust (the "Trust") is an open-end management
investment company, registered under the Investment Company Act of 1940, as
amended. The Trust was organized on March 6, 1997 as a business trust under the
laws of the State of Delaware. The Trust operates as a series company and, at
April 30, 1999, consisted of five diversified portfolios: ASMT T. Rowe Price
International Equity Portfolio ("International Equity"), ASMT Janus Capital
Growth Portfolio ("Capital Growth"), ASMT INVESCO Equity Income Portfolio
("Equity Income"), ASMT PIMCO Total Return Bond Portfolio ("Total Return Bond"),
and ASMT JPM Money Market Portfolio ("Money Market") (each a "Portfolio" and
collectively the "Portfolios").

2. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following is a summary of significant accounting policies followed by
the Trust, in conformity with generally accepted accounting principles, in the
preparation of its financial statements. The preparation of financial statements
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.

SECURITY VALUATION -- Portfolio securities are valued at the close of trading on
the New York Stock Exchange. Equity securities are valued generally at the last
reported sales price on the securities exchange on which they are primarily
traded, or at the last reported sales price on the NASDAQ National Securities
Market. Securities not listed on an exchange or securities market, or securities
in which there were no transactions, are valued at the average of the most
recent bid and asked prices.

     Debt securities are generally traded in the over-the-counter market and are
valued at a price deemed best to reflect fair value as quoted by dealers who
make markets in these securities or by an independent pricing service. Debt
securities of Money Market are valued at amortized cost, which approximates
market value. The amortized cost method values a security at its cost at the
time of purchase and thereafter assumes a constant amortization to maturity of
discount or premium. For Portfolios other than Money Market, debt securities
which mature in 60 days or less are valued at cost (or market value 60 days
prior to maturity), adjusted for amortization to maturity of any premium or
discount.

     Securities for which market quotations are not readily available are valued
at fair value as determined in accordance with procedures adopted by the Board
of Trustees. As of April 30, 1999, there were no securities valued in accordance
with such procedures.

FOREIGN CURRENCY TRANSLATION -- Portfolio securities and other assets and
liabilities denominated in foreign currencies are converted each business day
into U.S. dollars based on the prevailing rates of exchange. Purchases and sales
of portfolio securities and income and expenses are converted into U.S. dollars
on the respective dates of such transactions.

     Gains and losses resulting from changes in exchange rates applicable to
foreign securities are not reported separately from gains and losses arising
from movements in securities prices.

     Net realized foreign exchange gains and losses include gains and losses
from sales and maturities of foreign currency exchange contracts, gains and
losses realized between the trade and settlement dates of foreign securities
transactions, and the difference between the amount of net investment income
accrued on foreign securities and the U.S. dollar amount actually received. Net
unrealized foreign exchange


<PAGE>

gains and losses include gains and losses from changes in the value of assets
and liabilities other than portfolio securities, resulting from changes in
exchange rates.

FOREIGN CURRENCY EXCHANGE CONTRACTS -- A foreign currency exchange contract
("FCEC") is a commitment to purchase or sell a specified amount of a foreign
currency at a specified future date, in exchange for either a specified amount
of another foreign currency or U.S. dollars.

     FCECs are valued at the forward exchange rates applicable to the underlying
currencies, and changes in market value are recorded as unrealized gains and
losses until the contract settlement date.

     Risks could arise from entering into FCECs if the counterparties to the
contracts were unable to meet the terms of their contracts. In addition, the use
of FCECs may not only hedge against losses on securities denominated in foreign
currency, but may also reduce potential gains on securities from favorable
movements in exchange rates.

FUTURES CONTRACTS AND OPTIONS -- A financial futures contract calls for delivery
of a particular security at a specified price and future date. The seller of the
contract agrees to make delivery of the type of security called for in the
contract and the buyer agrees to take delivery at a specified future date. Such
contracts require an initial margin deposit, in cash or cash equivalents, equal
to a certain percentage of the contract amount. Subsequent payments (variation
margin) are made or received by the Portfolio each day, depending on the daily
change in the value of the contract. Futures contracts are valued based on their
quoted daily settlement prices. Fluctuations in value are recorded as unrealized
gains and losses until such time that the contracts are terminated.

     An option is a right to buy or sell a particular security at a specified
price within a limited period of time. The buyer of the option, in return for a
premium paid to the seller, has the right to buy (in the case of a call option)
or sell (in the case of a put option) the underlying security of the contract.
The premium received in cash from writing options is recorded as an asset with
an equal liability that is adjusted to reflect the options' value. The premium
received from writing options which expire is recorded as realized gains. The
premium received from writing options which are exercised or closed is offset
against the proceeds or amount paid on the transaction to determine the realized
gain or loss. If a put option is exercised, the premium reduces the cost basis
of the security or currency purchased. Options are valued based on their quoted
daily settlement prices.

     Risks could arise from entering into futures and written options
transactions from the potential inability of counterparties to meet the terms of
their contracts, the potential inability to enter into a closing transaction
because of an illiquid secondary market, and from unexpected movements in
interest or exchange rates or securities values.

REPURCHASE AGREEMENTS -- A repurchase agreement is a commitment to purchase
government securities from a seller who agrees to repurchase the securities at
an agreed-upon price and date. The excess of the resale price over the purchase
price determines the yield on the transaction. Under the terms of the agreement,
the market value, including accrued interest, of the government securities will
be at least equal to their repurchase price. Repurchase agreements are recorded
at cost, which, combined with accrued interest, approximates market value.

     Repurchase agreements bear a risk of loss in the event that the seller
defaults on its obligation to repurchase the securities. In such case, the
Portfolio may be delayed or prevented from exercising its right to dispose of
the securities.


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

DEFERRED ORGANIZATION COSTS -- The Trust bears all costs in connection with its
organization. All such costs are amortized on a straight-line basis over a
five-year period beginning on the date of the commencement of operations.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME -- Securities transactions are
accounted for on the trade date. Realized gains and losses from securities sold
are recognized on the specific identification basis. Dividend income is recorded
on the ex-dividend date. Corporate actions, including dividends, on foreign
securities are recorded on the ex-dividend date or, if such information is not
available, as soon as reliable information is available from the Trust's
sources. Interest income is recorded on the accrual basis and includes the
accretion of discount and amortization of premium.

3. AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The Portfolios have entered into investment management agreements with
American Skandia Investment Services, Inc. ("Investment Manager") which provide
that the Investment Manager will furnish each Portfolio with investment advice
and investment management and administrative services. The Investment Manager
has engaged the following firms as Sub-advisors for their respective Portfolios:
Rowe Price-Fleming International, Inc., a United Kingdom Corporation, for
International Equity; Janus Capital Corporation for Capital Growth; INVESCO
Funds Group, Inc. for Equity Income; Pacific Investment Management Co. for Total
Return Bond; and J. P. Morgan Investment Management Inc. for Money Market.

     The Investment Manager receives a fee, computed daily and paid monthly,
based on an annual rate of 1.00%, 1.00%, .75%, .65%, and .50% of the average
daily net assets of the International Equity, Capital Growth, Equity Income,
Total Return Bond, and Money Market Portfolios, respectively.

     The Investment Manager pays each Sub-advisor a fee, computed daily and paid
monthly, based on an annual rate of .75%, .45%, .35%, .25%, and .15% of the
average daily net assets of the International Equity, Capital Growth, Equity
Income, Total Return Bond, and Money Market Portfolios, respectively. The
Sub-advisors for International Equity and Money Market are currently voluntarily
waiving a portion their fee payable by the Investment Manager. The annual rates
of the fees payable to the Sub-advisors for International Equity and Money
Market are reduced for Portfolio net assets in excess of specified levels.

     Certain officers and Trustees of the Trust are officers or directors of the
Investment Manager. The Trust pays no compensation directly to its officers or
interested Trustees.

4. TAX MATTERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The Portfolios will be treated as partnerships for federal income tax
purposes. Accordingly, each investor in the Portfolios will be allocated its
share of net investment income and realized and unrealized gains and losses from
investment transactions. It is intended that the Portfolios will be managed in
such a way that an investor will be able to satisfy the requirements of the
Internal Revenue Code applicable to regulated investment companies.


<PAGE>

5. PORTFOLIO SECURITIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     Purchases and sales of securities, other than U.S. government securities
and short-term obligations, during the six months ended April 30, 1999, were as
follows:

<TABLE>
<CAPTION>
                                                         PURCHASES          SALES
                                                        ------------    --------------
<S>                     <C>             <C>             <C>             <C>
International Equity                                    $ 6,466,303      $  2,142,753
Capital Growth                                          475,896,356        23,181,924
Equity Income                                            76,612,997        34,895,181
Total Return Bond                                        95,502,598        40,127,631
</TABLE>

     Purchases and sales of U.S. government securities, during the six months
ended April 30, 1999, were as follows:

<TABLE>
<CAPTION>
                                                         PURCHASES          SALES
                                                        ------------    --------------
<S>                     <C>             <C>             <C>             <C>
Equity Income                                           $ 7,565,293      $  2,365,275
Total Return Bond                                        32,389,511        22,947,793
</TABLE>

     At April 30, 1999, the cost and unrealized appreciation or depreciation in
value of the investments owned by the Portfolios, for federal income tax
purposes, were as follows:

<TABLE>
<CAPTION>
                                                                             NET
                                           GROSS           GROSS          UNREALIZED
                         AGGREGATE       UNREALIZED      UNREALIZED      APPRECIATION
                            COST        APPRECIATION    DEPRECIATION    (DEPRECIATION)
                        ------------    ------------    ------------    --------------
<S>                     <C>             <C>             <C>             <C>
International Equity    $ 18,920,258    $ 2,773,438     $   483,586      $  2,289,852
Capital Growth           689,834,362    122,296,963       3,969,894       118,327,069
Equity Income            111,814,661     16,477,691       2,386,175        14,091,516
Total Return Bond        138,313,025        948,363       1,529,684          (581,321)
Money Market              83,644,121             --              --                --
</TABLE>

6. WRITTEN OPTIONS TRANSACTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     Written options transactions, during the six months ended April 30, 1999,
were as follows:

<TABLE>
<CAPTION>
                                                 TOTAL RETURN BOND
                                              -----------------------
                                              NUMBER OF
                                              CONTRACTS      PREMIUM
                                              ---------      --------
<S>                                           <C>            <C>
Balance at beginning of period                    --         $     --
Written                                          366           99,174
Expired                                         (235)         (42,019)
Exercised                                         --               --
Closed                                            --               --
                                                ----         --------
Balance at end of period                         131         $ 57,155
                                                ====         ========
</TABLE>

     At April 30, 1999, Total Return Bond had sufficient cash and/or securities
at least equal to the value of written options.


<PAGE>
Board of Directors

Gordon C. Boronow
Jan R. Carendi
David E. A. Carson
Julian A. Lerner
Thomas M. Mazzaferro
Thomas M. O'Brien
F. Don Schwartz

[STAR GRAPHIC]

Investment Manager
American Skandia Investment Services, Incorporated
Shelton, CT 06484

Distributor
American Skandia Marketing, Incorporated
Shelton, CT 06484

Transfer Agent
Boston Financial Data Services, Inc.
Quincy, MA 02171

Administrator
PFPC Inc.
Wilmington, DE 19809

Independent Accountants
PricewaterhouseCoopers LLP
Philadelphia, PA 19103

Custodian
FOR DOMESTIC SECURITIES OF FUNDS AND PORTFOLIOS INVESTING PRIMARILY IN DOMESTIC
SECURITIES:
PNC Bank
Philadelphia, PA 19113

CO-CUSTODIAN FOR FOREIGN SECURITIES OF FUNDS AND PORTFOLIOS INVESTING PRIMARILY
IN DOMESTIC SECURITIES AND CUSTODIAN FOR FUNDS AND PORTFOLIOS INVESTING
PRIMARILY IN FOREIGN SECURITIES:
Morgan Stanley Trust Company
New York, NY 11201

Legal Counsel
Werner & Kennedy
New York, NY 10019
<PAGE>   109
Shares of the American Skandia Advisor Funds are:

- -   not deposits or obligations of, or guaranteed or endorsed by, any bank
    institution;

- -   not federally insured by the Federal Deposit Insurance Corporation (FDIC),
    the Federal Reserve Board, or any other government agency;

- -   subject to investment risk, including the possible loss of the principal
    amount invested.

The report and the financial statements contained herein are submitted for the
general information of the shareholders of the Funds. This report is not
authorized for distribution to prospective investors in a Fund unless preceded
or accompanied by a current prospectus.

For more information, including a prospectus, contact American Skandia
Marketing, Incorporated.

One Corporate Drive
P.O. Box 883
Shelton, CT 06484
Telephone: 800-752-6342 (800-SKANDIA)
Website: www.americanskandia.com

LIT CODE: (ASAFSEMI0499)

<PAGE>

                      AMERICAN SKANDIA ADVISOR FUNDS, INC.
                            SCHEDULES OF INVESTMENTS
                                OCTOBER 31, 1998

             ASAF FOUNDERS INTERNATIONAL SMALL CAPITALIZATION FUND
                    ASAF FOUNDERS SMALL CAPITALIZATION FUND
                  ASAF T. ROWE PRICE SMALL COMPANY VALUE FUND
                 ASAF AMERICAN CENTURY STRATEGIC BALANCED FUND
                      ASAF FEDERATED HIGH YIELD BOND FUND
                  ASAF ROBERTSON STEPHENS VALUE + GROWTH FUND
                    ASAF LORD ABBETT GROWTH AND INCOME FUND
                        ASAF JANUS OVERSEAS GROWTH FUND
                        ASAF MARSICO CAPITAL GROWTH FUND
                   ASAF NEUBERGER&BERMAN MID-CAP GROWTH FUND
                    ASAF NEUBERGER&BERMAN MID-CAP VALUE FUND


ASAF FOUNDERS INTERNATIONAL
SMALL CAPITALIZATION FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
<S>                            <C>       <C>
FOREIGN STOCK -- 70.4%
  AUSTRIA -- 0.7%
    KTM-Motorradholding AG
      (Automobile
      Manufacturers)              550    $   37,997
                                         ----------
  BRAZIL -- 0.2%
    Aracruz Celulose SA [ADR]
      (Paper & Forest
      Products)                 1,500        12,562
                                         ----------
  CANADA -- 3.4%
    Cinar Films, Inc. Cl-B*
      (Entertainment &
      Leisure)                  6,850       144,706
    Dorel Industries, Inc.
      Cl-B*
      (Furniture)               3,275        43,929
                                         ----------
                                            188,635
                                         ----------
  DENMARK -- 2.6%
    Kobenhavns Lufthavne AS
      (Airlines)                  760        88,120
    Vestas Wind Systems AS*
      144A
      (Electronic Components
      & Equipment)              1,100        53,288
                                         ----------
                                            141,408
                                         ----------
  FINLAND -- 2.4%
    KCI Konecranes
      International PLC*
      (Machinery & Equipment)     325        14,127
    Raisio Group PLC
      (Farming & Agriculture)   8,925       120,455
                                         ----------
                                            134,582
                                         ----------
  FRANCE -- 5.5%
    Altran Technologies SA
      (Equipment Services)      1,035       202,460
    Dessault Systemes SA
      (Computer Services &
      Software)                 2,625       100,146
                                         ----------
                                            302,606
                                         ----------
  GERMANY -- 12.8%
    Douglas Holding AG
      (Retail &
      Merchandising)            1,350        75,562
    Douglas Holding AG New*
      (Retail &
      Merchandising)               32         1,739
    IXOS Software AG*
      (Computer Services &
      Software)                   150        15,669
    Marschollek,
      Lautenschlaeger und
      Partner AG Non-Voting
      Pfd.
      (Insurance)                 350       178,151
</TABLE>

<TABLE>
<CAPTION>
                               SHARES         VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                            <C>       <C>
    Porsche AG Pfd.
      (Automobile
      Manufacturers)               75    $  133,591
    Schmalbach Lubeca AG
      (Containers &
      Packaging)                  525        77,664
    Schwarz Pharma AG
      (Medical Supplies &
      Equipment)                1,625       112,835
    Sixt AG
      (Retail &
      Merchandising)              525       107,778
    Turbon International AG
      (Office Equipment)          500         6,521
                                         ----------

                                            709,510
                                         ----------
  GREECE -- 0.2%
    Chipita International SA*
      (Food)                      375        10,510
                                         ----------
  HONG KONG -- 2.2%
    VTech Holdings Ltd.
      (Electronic Components
      & Equipment)             32,000       120,013
                                         ----------
  IRELAND -- 1.6%
    Ryanair Holdings PLC
      [ADR]*
      (Airlines)                3,075        90,328
                                         ----------
  ITALY -- 3.0%
    Bulgari SPA
      (Retail &
      Merchandising)           15,300        83,869
    Gruppo Editoriale
      L'Espresso SPA
      (Printing & Publishing)   3,075        27,405
    Industrie Natuzzi SPA
      [ADR]
      (Furniture)               3,075        55,927
                                         ----------
                                            167,201
                                         ----------
  JAPAN -- 2.7%
    Doutor Coffee Co. Ltd.
      (Restaurants)             2,000        63,505
    Fuji Soft ABC, Inc.
      (Computer Services &
      Software)                 1,000        37,760
    Nippon System Development
      (Computer Services &
      Software)                 2,000        50,975
                                         ----------
                                            152,240
                                         ----------
  MEXICO -- 0.4%
    Grupo Posadas SA Cl-A*
      (Hotels & Motels)        52,775        19,811
                                         ----------
</TABLE>


<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
<S>                            <C>       <C>
  NETHERLANDS -- 6.0%
    Beter Bed Holding NV
      (Furniture)               1,400    $   37,480
    Brunel International NV
      144A
      (Business Services)       1,750        49,473
    Hunter Douglas NV
      (Consumer Products &
      Services)                 2,150        77,128
    IHC Caland NV
      (Machinery & Equipment)   1,750        79,176
    Nutreco Holding NV
      (Farming & Agriculture)   2,700        91,798
                                         ----------
                                            335,055
                                         ----------
  NORWAY -- 1.3%
    Narvesen ASA
      (Retail &
      Merchandising)              250         5,426
    Tomra Systems ASA
      (Machinery & Equipment)   2,425        68,092
                                         ----------
                                             73,518
                                         ----------
  SPAIN -- 4.2%
    Tele Pizza SA*
      (Restaurants)            28,375       231,237
                                         ----------
  SWEDEN -- 3.8%
    Haldex AB
      (Automotive Parts)        2,370        26,681
    NetCom Systems AB Cl-B*
      (Telecommunications)      3,675       137,750
    Ortivus AB Cl-B*
      (Medical Supplies &
      Equipment)                2,200        14,916
    Semcon AB
      (Business Services)       3,950        34,109
                                         ----------
                                            213,456
                                         ----------
  UNITED KINGDOM -- 17.4%
    British-Borneo Petroleum
      Syndicate PLC
      (Oil & Gas)              12,825        48,218
    BTG PLC
      (Business Services)       5,100        28,399
    Capital Radio PLC
      (Broadcasting)            6,925        57,987
    Eidos PLC [ADR]*
      (Computer Services &
      Software)                 2,125        29,484
    Energis PLC*
      (Telecommunications)      8,125       110,217
</TABLE>

<TABLE>
<CAPTION>
                               SHARES         VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                            <C>       <C>
    Flextech PLC*
      (Broadcasting)            9,325    $   87,375
    ICON PLC [ADR]*
      (Pharmaceuticals)         2,000        56,000
    JBA Holdings PLC
      (Computer Services &
      Software)                11,225        52,635
    Misys PLC
      (Computer Services &
      Software)                10,875        76,310
    PizzaExpress PLC
      (Restaurants)            12,325       156,870
    Psion PLC
      (Computer Hardware)      14,975       125,143
    Select Appointments
      Holdings PLC*
      (Business Services)       8,800        76,635
    Wetherspoon, (J.D.) PLC
      (Hotels & Motels)        17,950        60,122
                                         ----------
                                            965,395
                                         ----------
TOTAL FOREIGN STOCK
  (Cost $3,971,652)                       3,906,064
                                         ----------
U.S. STOCK -- 1.2%
  TELECOMMUNICATIONS
    Global TeleSystems Group,
      Inc.*
  (Cost $69,022)                1,725        69,108
                                         ----------
TOTAL INVESTMENTS -- 71.6%
  (Cost $4,040,674)                       3,975,172
OTHER ASSETS LESS
  LIABILITIES -- 28.4%                    1,573,705
                                         ----------
NET ASSETS -- 100.0%                     $5,548,877
                                         ==========
</TABLE>

Foreign currency exchange contracts outstanding at October 31, 1998:

<TABLE>
<CAPTION>
SETTLEMENT              CONTRACTS TO   IN EXCHANGE   CONTRACTS    UNREALIZED
MONTH          TYPE       DELIVER          FOR       AT VALUE    DEPRECIATION
- -----------------------------------------------------------------------------
<S>          <C>           <C>           <C>          <C>             <C>
Nov-98       Sell FIM      34,053        $6,753       $6,760          $7
                                         ======       ======          ==
</TABLE>

- -------------------------------------------------------
Unless otherwise noted, all stocks are common stock.
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing securities.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted

        to 1.9% of net assets.

See Notes to Financial Statements.


                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


ASAF FOUNDERS
SMALL CAPITALIZATION FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                            <C>      <C>
COMMON STOCK -- 70.9%
  ADVERTISING -- 1.7%
    CKS Group, Inc.*           3,875    $    73,625
    Healthworld Corp.*         3,450         51,750
    True North
      Communications, Inc.     2,500         59,062
                                        -----------
                                            184,437
                                        -----------
  AEROSPACE -- 0.8%
    REMEC, Inc.*               8,250         86,625
                                        -----------
  BUSINESS SERVICES -- 2.9%
    Lason, Inc.*                 900         49,275
    Metzler Group, Inc.*       2,025         85,050
    PAREXEL International
      Corp.*                   2,125         46,883
    Pegasus Systems, Inc.*       875         15,203
    Personnel Group of
      America, Inc.*           2,350         36,425
    ProBusiness Services,
      Inc.*                    1,050         38,391
    Renaissance Worldwide,
      Inc.*                    3,500         33,031
                                        -----------
                                            304,258
                                        -----------
  CLOTHING & APPAREL -- 2.2%
    Burlington Coat Factory
      Warehouse Corp.          3,450         51,750
    The Mens Warehouse,
      Inc.*                    1,425         34,556
    The Warnaco Group, Inc.
      Cl-A                     3,025         77,327
    The Wet Seal, Inc.
      Cl-A*                    3,200         67,600
                                        -----------
                                            231,233
                                        -----------
  COMPUTER HARDWARE -- 1.1%
    Insight Enterprises,
      Inc.*                    4,125        119,625
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 14.4%
    Avant! Corp.*              3,275         55,880
    BindView Development
      Corp.*                   1,500         27,000
    Brooktrout
      Technologies, Inc.*      1,300         19,094
    CDW Computer Centers,
      Inc.*                    1,275         95,545
    Check Point Software
      Technologies Ltd.*       2,075         47,206
    CheckFree Holdings
      Corp.*                   3,775         59,338
    Documentum, Inc.*          2,275         77,350
    Electronic Arts, Inc.*       200          8,225
    HNC Software, Inc.*        1,475         49,597
    Macromedia, Inc.*          3,975         79,500
    Mastech Corp.*             3,750         88,125
    Microchip Technology,
      Inc.*                    1,700         46,006
    Micromuse, Inc.*           5,025         85,739
    MMC Networks, Inc.*        1,700         17,850
    Pinnacle Systems, Inc.*    4,225        143,650
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                          <C>      <C>
    Sapient Corp.*             1,975    $    88,998
    SIPEX Corp.*               2,550         70,762
    Software AG
      Systems, Inc.*           7,950        119,250
    Sykes Enterprises,
      Inc.*                    4,000         78,500
    Transaction Systems
      Architects, Inc.*        1,675         60,457
    USWeb Corp.*               3,875         55,703
    VERITAS Software Corp.*    2,250        112,781
    Wind River Systems,
      Inc.*                    1,025         44,908
                                        -----------
                                          1,531,464
                                        -----------
  CONSTRUCTION -- 0.7%
    Dycom Industries, Inc.*    2,250         78,891
                                        -----------
  CONSUMER PRODUCTS & SERVICES -- 3.4%
    Action Performance
      Companies, Inc.*         6,125        182,984
    Helen of Troy Ltd.*        7,975        118,628
    Pre-Paid Legal
      Services, Inc.*          1,900         45,481
    Windmere-Durable
      Holdings, Inc.*          1,850         14,222
                                        -----------
                                            361,315
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 4.8%
    Applied Micro Circuits
      Corp.*                   2,625         63,000
    Brooks Automation,
      Inc.*                    4,500         55,125
    Concord EFS, Inc.*         3,425         97,612
    Sanmina Corp.*             1,725         70,725
    Sawtek, Inc.*              5,825        117,592
    Uniphase Corp.*            1,450         71,775
    Veeco Instruments,
      Inc.*                    1,125         33,398
                                        -----------
                                            509,227
                                        -----------
  ENTERTAINMENT & LEISURE -- 3.5%
    Family Golf Centers,
      Inc.*                    3,200         67,400
    Global Vacation Group,
      Inc.*                    4,250         29,219
    Loews Cineplex
      Entertainment Corp.*     8,200         86,100
    Premier Parks, Inc.*       4,275         94,852
    Silverleaf Resorts,
      Inc.*                    3,500         41,344
    Travel Services
      International, Inc.*     2,500         50,625
                                        -----------
                                            369,540
                                        -----------
  ENVIRONMENTAL SERVICES -- 1.3%
    Allied Waste
      Industries, Inc.*        2,433         52,614
    Eastern Environmental
      Services, Inc.*          1,000         27,750
    KTI, Inc.*                 3,000         63,000
                                        -----------
                                            143,364
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                            <C>      <C>
EQUIPMENT SERVICES -- 3.6%
    Gemstar International
      Group Ltd.*              5,000    $   273,125
    Rental Service Corp.*      2,725         60,631
    United Rentals, Inc.*      1,775         47,703
                                        -----------
                                            381,459
                                        -----------
  FOOD -- 1.4%
    American Italian Pasta
      Co. Cl-A*                1,100         25,300
    U.S. Foodservice, Inc.*    1,450         68,875
    Whole Foods Market,
      Inc.*                    1,450         58,091
                                        -----------
                                            152,266
                                        -----------
  HEALTHCARE SERVICES -- 5.8%
    Access Health, Inc.*       2,100         75,337
    Capital Senior Living
      Corp.*                   8,025         94,294
    Cerner Corp.*              3,400         76,075
    Concentra Managed
      Care, Inc.*              6,675         68,419
    Envoy Corp.*                 800         23,600
    IDEXX Laboratories,
      Inc.*                      775         17,680
    Medical Manager Corp.*     1,575         39,178
    NCS Healthcare,
      Inc. Cl-A*                 500          8,813
    Orthodontic Centers of
      America, Inc.*           6,000        113,625
    Sunrise Assisted
      Living, Inc.*            2,350        101,197
                                        -----------
                                            618,218
                                        -----------
  INSURANCE -- 1.2%
    Annuity and Life Re
      Holdings Ltd.*           4,550        106,356
    HCC Insurance Holdings,
      Inc.                     1,300         23,319
                                        -----------
                                            129,675
                                        -----------
  MACHINERY & EQUIPMENT -- 0.6%
    Advanced Energy
      Industries, Inc.*        1,900         24,938
    National Equipment
      Services, Inc.*          4,700         36,719
                                        -----------
                                             61,657
                                        -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 0.5%
    Perclose, Inc.*            1,100         26,263
    Trex Medical Corp.*        2,175         26,644
                                        -----------
                                             52,907
                                        -----------
  METALS & MINING -- 0.1%
    IMCO Recycling, Inc.         400          5,525
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                          <C>      <C>
  OFFICE EQUIPMENT -- 1.0%
    Global Imaging Systems,
      Inc.*                    8,875    $   112,047
                                        -----------
  OIL & GAS -- 0.2%
    Cal Dive International,
      Inc.*                      950         20,306
                                        -----------
  PERSONAL SERVICES -- 1.0%
    Sylvan Learning
      Systems, Inc.*           3,500        108,063
                                        -----------
  PHARMACEUTICALS -- 8.6%
    Andrx Corp.*               2,675        104,325
    Cardinal Health, Inc.        166         15,697
    Jones Medical
      Industries, Inc.         3,225        104,208
    Kendle International,
      Inc.*                    2,050         53,813
    King Pharmaceuticals,
      Inc.*                   14,225        221,377
    Medicis Pharmaceutical
      Corp. Cl-A*              3,600        180,450
    Watson Pharmaceuticals,
      Inc.*                    4,375        243,359
                                        -----------
                                            923,229
                                        -----------
  PRINTING & PUBLISHING -- 0.7%
    American Bank Note
      Holographics, Inc.*      7,900         74,556
                                        -----------
  REAL ESTATE -- 0.5%
    Fairfield Communities,
      Inc.*                    5,500         53,969
                                        -----------
  RESTAURANTS -- 1.2%
    CKE Restaurants, Inc.      4,900        128,931
                                        -----------
  RETAIL & MERCHANDISING -- 4.6%
    American Eagle
      Outfitters, Inc.*        2,750        111,375
    Cash America
      International, Inc.      2,250         28,125
    Elder-Beerman Stores
      Corp.*                   2,150         25,128
    Linens 'n Things, Inc.*    2,200         68,063
    Saks, Inc.*                1,675         38,106
    The Sports Authority,
      Inc.*                    8,450         64,431
    Trans World
      Entertainment Corp.*     7,650        157,781
                                        -----------
                                            493,009
                                        -----------
  SEMICONDUCTORS -- 0.8%
    Amkor Technology, Inc.*    6,150         29,981
    Vitesse Semiconductor,
      Inc.*                    1,575         50,794
                                        -----------
                                             80,775
                                        -----------
</TABLE>



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

ASAF FOUNDERS
SMALL CAPITALIZATION FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
TELECOMMUNICATIONS -- 2.3%
    Allegiance Telecom,
      Inc.*                    6,150    $    70,341
    Digital Microwave
      Corp.*                  11,750         51,406
    e.spire Communications,
      Inc.*                    1,700         20,400
    Viatel, Inc.*              6,975         93,291
    Westell Technologies,
      Inc. Cl-A*               1,475          5,531
                                        -----------
                                            240,969
                                        -----------
TOTAL COMMON STOCK
  (Cost $7,508,945)                       7,557,540
                                        -----------
                               PAR
                              (000)
                             -------
COMMERCIAL PAPER -- 26.6%
    Albertson, Inc.
      5.63%, 11/02/98        $   432        431,932
    American Express Credit
      Corp.
      5.18%, 11/02/98            509        508,927
    Du Pont, (E.I.) de
      Nemours & Co.
      5.25%, 11/03/98            400        399,883
    Eastman Kodak Co.
      5.50%, 11/03/98            487        486,851
    Ford Motor Credit Co.
      5.23%, 11/04/98            511        510,777
    General Electric
      Capital Corp.
      5.45%, 11/05/98            500        499,697
                                        -----------
  (Cost $2,838,067)                       2,838,067
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                              <C>    <C>
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment
      Cash Fund                  505    $       505
    Temporary Investment
      Fund                       505            505
                                        -----------
  (Cost $1,010)                               1,010
                                        -----------
TOTAL INVESTMENTS -- 97.5%
  (Cost $10,348,022)                     10,396,617
OTHER ASSETS LESS
  LIABILITIES -- 2.5%                       264,483
                                        -----------
NET ASSETS -- 100.0%                    $10,661,100
                                        ===========
</TABLE>

- -------------------------------------------------------

* Non-income producing securities.

See Notes to Financial Statements.



ASAF T. ROWE PRICE
SMALL COMPANY VALUE FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
COMMON STOCK -- 90.5%
  AIRLINES -- 1.7%
    Midwest Express
      Holdings, Inc.*         21,450    $   678,356
                                        -----------
  AUTOMOTIVE PARTS -- 2.0%
    Myers Industries, Inc.    17,200        412,800
    OEA, Inc.                 21,500        240,531
    TBC Corp.*                24,600        170,662
                                        -----------
                                            823,993
                                        -----------
  BUILDING MATERIALS --9.3%
    Cameron Ashley Building
      Products, Inc.*         28,600        314,600
    Giant Cement Holding,
      Inc.*                    8,600        179,525
    Gibraltar Steel Corp.*    17,200        333,250
    Holophane Corp.*          17,200        366,575
    Juno Lighting, Inc.       20,000        475,000
    Lone Star Technologies,
      Inc.*                   22,900        243,312
    Modine Manufacturing
      Co.                     17,200        563,300
    Republic Group, Inc.      25,800        382,162
    Skyline Corp.             10,000        310,625
    Synthetic Industries,
      Inc.*                   25,800        364,425
    Thomas Industries, Inc.   15,750        285,469
                                        -----------
                                          3,818,243
                                        -----------
  BUSINESS SERVICES -- 1.0%
    Grey Advertising, Inc.     1,110        394,050
                                        -----------
  CHEMICALS -- 2.6%
    Furon Co.                 32,900        522,287
    Schulman, (A.), Inc.      17,200        341,850
    TETRA Technologies,
      Inc.*                   17,900        215,919
                                        -----------
                                          1,080,056
                                        -----------
  CLOTHING & APPAREL --1.1%
    Dan River, Inc. Cl-A*     22,900        198,944
    Unitog Co.                14,300        257,400
                                        -----------
                                            456,344
                                        -----------
  COMPUTER HARDWARE -- 1.0%
    Analogic Corp.            10,700        409,275
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 0.7%
    Analysts International
      Corp.                   17,150        301,197
                                        -----------
  CONSUMER PRODUCTS & SERVICES -- 0.9%
    American Safety Razor
      Co.*                    21,500        240,531
    Culp, Inc.                20,000        145,000
                                        -----------
                                            385,531
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                         <C>       <C>
  CONTAINERS & PACKAGING -- 4.6%
    Aptargroup, Inc.          17,200    $   460,100
    First Brands Corp.        16,100        607,775
    Ivex Packaging Corp.*     25,800        456,337
    Shorewood Packaging
      Corp.*                  21,500        344,000
                                        -----------
                                          1,868,212
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 7.8%
    Electro Rental Corp.*     42,900        418,275
    Franklin Electric Co.,
      Inc.                     5,700        342,356
    Landauer, Inc.            10,700        282,881
    Littelfuse, Inc.*         21,500        473,000
    Methode Electronics,
      Inc. Cl-A               35,800        550,425
    Nichols Research Corp.*   17,200        350,450
    Optical Coating
      Laboratory, Inc.        20,000        332,500
    Pioneer-Standard
      Electronics, Inc.       17,100        152,831
    Scotsman Industries,
      Inc.                    14,300        292,256
                                        -----------
                                          3,194,974
                                        -----------
  ENVIRONMENTAL SERVICES -- 1.3%
    Newpark Resources,
      Inc.*                   46,500        438,844
    Waterlink, Inc.*          17,900         86,144
                                        -----------
                                            524,988
                                        -----------
  EQUIPMENT SERVICES -- 3.0%
    Cort Business Services
      Corp.*                  20,000        392,500
    Rival Co.                 11,400         79,087
    Unifirst Corp.            17,200        478,375
    VWR Scientific
      Products, Inc.*         11,500        279,594
                                        -----------
                                          1,229,556
                                        -----------
  FINANCIAL -- BANK & TRUST -- 3.2%
    Community First
      Bankshares, Inc.        20,000        397,500
    First Republic Bank*      15,700        388,575
    Silicon Valley
      Bancshares*             20,000        410,000
    Sirrom Capital Corp.      21,000        115,500
                                        -----------
                                          1,311,575
                                        -----------
  FINANCIAL SERVICES -- 3.5%
    Allied Capital Corp.      20,060        376,125
    AMRESCO, Inc.*            19,700        136,669
    First Financial Fund,
      Inc.**                  22,900        322,031
    McGrath RentCorp          17,200        359,050
    Medallion Financial
      Corp.                   14,300        253,825
                                        -----------
                                          1,447,700
                                        -----------
</TABLE>



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

ASAF T. ROWE PRICE
SMALL COMPANY VALUE FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
  <S>                         <C>       <C>
  INSURANCE -- 5.9%
    FBL Financial Group,
      Inc. Cl-A               18,600    $   473,137
    Harleysville Group,
      Inc.                     5,900        126,112
    Markel Corp.*              2,600        386,425
    Poe & Brown, Inc.         21,500        831,781
    Presidential Life Corp.   20,000        362,500
    PXRE Corp.                10,000        253,750
                                        -----------
                                          2,433,705
                                        -----------
  LUMBER & WOOD PRODUCTS -- 0.7%
    Deltic Timber Corp.       11,500        280,312
                                        -----------
  MACHINERY & EQUIPMENT -- 4.3%
    Alamo Group, Inc.          9,200        126,500
    Carbo Ceramics, Inc.      15,300        418,838
    Smith, (A.O.) Corp.       21,450        438,384
    TransTechnology Corp.     20,000        421,250
    Woodward Governor Co.     15,600        343,200
                                        -----------
                                          1,748,172
                                        -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.9%
    Lunar Corp.*              19,700        206,850
    Owens & Minor, Inc.       35,800        568,325
                                        -----------
                                            775,175
                                        -----------
  METALS & MINING -- 3.0%
    Cambior, Inc.             12,900         64,500
    Dayton Mining Corp.*      20,000         10,000
    Golden Star Resources
      Ltd.*                   17,200         27,950
    Layne Christensen Co.*    17,200        169,850
    Material Sciences
      Corp.*                  21,500        216,344
    Penn Virginia Corp.       18,600        402,225
    Prime Resources Group,
      Inc.                    39,300        338,963
                                        -----------
                                          1,229,832
                                        -----------
  OFFICE EQUIPMENT -- 3.6%
    Aaron Rents, Inc. Cl-A     7,200        103,500
    Aaron Rents, Inc. Cl-B    19,700        290,575
    CompX International,
      Inc.*                   28,600        550,550
    IDEX Corp.                20,000        517,500
                                        -----------
                                          1,462,125
                                        -----------
  OIL & GAS -- 3.2%
    Chieftain
      International, Inc.*    28,600        561,275
    Cross Timbers Oil Co.     22,900        329,188
    Devon Energy Corp.         7,200        243,900
    Rutherford-Moran Oil
      Corp.*                  21,500        161,250
                                        -----------
                                          1,295,613
                                        -----------
  PAPER & FOREST PRODUCTS -- 1.4%
    CSS Industries, Inc.*      9,000        241,875
    Wausau-Mosinee Paper
      Corp.                   20,080        350,145
                                        -----------
                                            592,020
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                          <C>        <C>
  PERSONAL SERVICES -- 1.6%
    Matthews International
      Corp. Cl-A              24,300    $   671,288
                                        -----------
  PHARMACEUTICALS -- 1.0%
    Coulter Pharmaceutical,
      Inc.*                   14,300        403,975
                                        -----------
  REAL ESTATE -- 5.2%
    Apartment Investment &
      Management Co. Cl-A
      [REIT]                   7,900        276,006
    Glenborough Realty
      Trust, Inc. [REIT]      14,300        306,556
    Innkeepers USA Trust
      [REIT]                  21,500        247,250
    Meridian Industrial
      Trust, Inc. [REIT]      21,500        473,000
    National Health
      Investors, Inc.
      [REIT]                   7,200        202,950
    Post Properties, Inc.
      [REIT]                   3,400        131,538
    Sun Communities, Inc.
      [REIT]                  14,300        478,156
                                        -----------
                                          2,115,456
                                        -----------
  RESTAURANTS -- 2.8%
    Consolidated Products,
      Inc.*                   25,750        476,375
    Ruby Tuesday, Inc.        40,100        676,688
                                        -----------
                                          1,153,063
                                        -----------
  RETAIL & MERCHANDISING -- 5.3%
    Bon-Ton Stores, Inc.*     28,600        187,688
    Casey's General Stores,
      Inc.                    28,600        400,400
    CompuCom Systems, Inc.*   64,400        313,950
    Fred's, Inc.              25,700        335,706
    Hancock Fabrics, Inc.     28,600        248,463
    Jo-Ann Stores, Inc.
      C1-B*                   18,600        288,300
    Saks, Inc.*                1,461         33,238
    Stein Mart, Inc.*         46,500        366,188
                                        -----------
                                          2,173,933
                                        -----------
  TELECOMMUNICATIONS --2.3%
    Aliant Communications,
      Inc.                    25,800        728,044
    Mosaix, Inc.*             35,800        221,513
                                        -----------
                                            949,557
                                        -----------
  TRANSPORTATION -- 1.2%
    Landstar Systems, Inc.*   14,300        507,650
                                        -----------
</TABLE>




<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
  UTILITIES -- 3.4%
    Black Hills Corp.         14,300    $   369,119
    Cleco Corp.               14,300        483,519
    United Water Resources,
      Inc.                    28,600        554,125
                                        -----------
                                          1,406,763
                                        -----------
TOTAL COMMON STOCK
  (Cost $42,632,679)                     37,122,689
                                        -----------
PREFERRED STOCK -- 0.4%
  OIL & GAS
    Cross Timbers Oil Co.
      $1.5625 Cl-A [CVT]
  (Cost $185,482)              4,800        163,800
                                        -----------
                               PAR
                              (000)
                             -------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 0.5%
    Federal Home Loan Bank
      5.44%, 11/06/98
  (Cost $194,853)            $   195        194,850
                                        -----------
U.S. TREASURY OBLIGATIONS -- 2.7%
    U.S. Treasury Bills
      4.83%, 11/19/98             52         51,874
      4.80%, 12/17/98             90         89,439
      4.60%, 03/18/99          1,000        982,239
                                        -----------
  (Cost $1,123,816)                       1,123,552
                                        -----------
COMMERCIAL PAPER -- 6.3%
    Aluminum Co. of America
      5.60%, 11/02/98            639        638,900
    Du Pont, (E.I.) de
      Nemours & Co.
      5.05%, 11/18/98            490        488,831
    Gannett Co., Inc.+
      5.25%, 11/13/98            290        289,493
    Koch Industries, Inc.+
      5.00%, 11/02/98          1,152      1,151,840
                                        -----------
  (Cost $2,569,064)                       2,569,064
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES        VALUE
- ---------------------------------------------------
<S>                            <C>      <C>
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment
      Cash Fund
  (Cost $2,309)                2,309    $     2,309
                                        -----------
TOTAL INVESTMENTS -- 100.4%
  (Cost $46,708,203)                     41,176,264
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (0.4%)                   (171,410)
                                        -----------
NET ASSETS -- 100.0%                    $41,004,854
                                        ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing securities.
** Closed-end fund.
+ Security is restricted as to resale and may not be resold except to qualified
  institutional buyers. At the end of the year, these securities amounted to

  3.5% of net assets.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
COMMON STOCK -- 54.1%
  ADVERTISING -- 0.7%
    Outdoor Systems, Inc.*     6,800    $   150,025
                                        -----------
  BEVERAGES -- 0.8%
    Coca-Cola Co.              2,600        175,825
                                        -----------
  COMPUTER HARDWARE --2.4%
    Dell Computer Corp.*       3,200        210,000
    International Business
      Machines Corp.           2,200        326,562
                                        -----------
                                            536,562
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 5.8%
    America Online, Inc.*      3,400        432,012
    Cisco Systems, Inc.*       3,600        226,800
    Compuware Corp.*           1,200         65,025
    Microsoft Corp.*           5,100        539,962
                                        -----------
                                          1,263,799
                                        -----------
  CONGLOMERATES -- 2.2%
    Philip Morris Companies,
      Inc.                     5,900        301,637
    Tyco International Ltd.    2,900        179,619
                                        -----------
                                            481,256
                                        -----------
  CONSUMER PRODUCTS & SERVICES -- 1.7%
    Gillette Co.               2,500        112,344
    Procter & Gamble Co.       3,000        266,625
                                        -----------
                                            378,969
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 2.7%
    General Electric Co.       6,800        595,000
                                        -----------
  ENTERTAINMENT & LEISURE -- 2.7%
    Time Warner, Inc.          4,000        371,250
    Viacom, Inc. Cl-B*         3,800        227,525
                                        -----------
                                            598,775
                                        -----------
  ENVIRONMENTAL SERVICES -- 1.8%
    Republic Services, Inc.
      Cl-A*                    5,700        124,687
    Waste Management, Inc.     5,785        261,048
                                        -----------
                                            385,735
                                        -----------
  FINANCIAL -- BANK & TRUST -- 0.3%
    Norwest Corp.*             1,900         70,656
                                        -----------
  FINANCIAL SERVICES -- 5.8%
    American Express Co.       1,000         88,375
    CIT Group, Inc. Cl-A       2,900         79,206
    Fannie Mae                 7,000        495,687
    SunAmerica, Inc.           8,550        602,775
                                        -----------
                                          1,266,043
                                        -----------
  INSURANCE -- 2.4%
    Allstate Corp.             2,800        120,575
    American International
      Group, Inc.              4,850        413,462
                                        -----------
                                            534,037
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                          <C>      <C>
  MEDICAL SUPPLIES & EQUIPMENT -- 4.6%
    Guidant Corp.              1,100    $    84,150
    Johnson & Johnson          6,300        513,450
    Medtronic, Inc.            6,500        422,500
                                        -----------
                                          1,020,100
                                        -----------
  OIL & GAS -- 0.8%
    Chevron Corp.              1,100         89,650
    Texaco, Inc.               1,500         88,969
                                        -----------
                                            178,619
                                        -----------
  PHARMACEUTICALS -- 10.8%
    Bristol-Meyers Squibb
      Co.                      4,600        508,588
    Cardinal Health, Inc.      4,300        406,619
    Merck & Co., Inc.          2,700        365,175
    Pfizer, Inc.               4,600        493,638
    Schering-Plough Corp.      2,800        288,050
    Warner-Lambert Co.         3,900        305,663
                                        -----------
                                          2,367,733
                                        -----------
  PRINTING & PUBLISHING -- 0.9%
    McGraw-Hill Co., Inc.      2,200        197,863
                                        -----------
  RETAIL & MERCHANDISING -- 2.1%
    Costco Companies, Inc.*    2,500        141,875
    Home Depot, Inc.           1,800         78,300
    Wal-Mart Stores, Inc.      3,600        248,400
                                        -----------
                                            468,575
                                        -----------
  TELECOMMUNICATIONS -- 5.6%
    MCI WorldCom, Inc.*        8,800        486,200
    SBC Communications, Inc.   3,500        162,094
    Tele-Communications,
      Inc. Cl-A*              13,813        581,873
                                        -----------
                                          1,230,167
                                        -----------
TOTAL COMMON STOCK
  (Cost $10,732,623)                     11,899,739
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                               PAR
                              (000)
                              -----
<S>                           <C>       <C>
CORPORATE OBLIGATIONS -- 0.9%
  FINANCIAL -- BANK & TRUST
    BankAmerica Corp. Sr.
      Notes
      6.125%, 07/15/04
  (Cost $199,777)               $200        202,750
                                        -----------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 1.4%
    Case Equipment Loan
      Trust Series 1998-B
      Cl-A4
      5.92%, 10/15/05            200        203,819
    CIT RV Trust Series
      1998-A Cl-A4
      6.09%, 02/15/12            100        102,589
                                        -----------
  (Cost $300,004)                           306,408
                                        -----------
</TABLE>




<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 14.9%
    Federal Home Loan Bank
      5.40%, 11/02/98         $2,300    $ 2,299,655
      5.705%, 03/19/03           500        516,950
                                        -----------
                                          2,816,605
                                        -----------
    Government National
      Mortgage Assoc.
      6.50%, 05/15/28 [TBA]      251        253,841
      6.00%, 08/15/28            198        196,330
                                        -----------
                                            450,171
                                        -----------
  (Cost $3,246,609)                       3,266,776
                                        -----------
U.S. TREASURY OBLIGATIONS -- 26.4%
    U.S. Treasury Bonds
      6.125%, 11/15/27            50         56,400
                                        -----------
    U.S. Treasury Notes
      6.625%, 07/31/01           500        529,619
      6.00%, 07/31/02            100        105,531
      5.875%, 09/30/02           200        210,627
      5.75%, 11/30/02            500        525,112
      5.75%, 08/15/03          2,750      2,915,729
      6.625%, 05/15/07         1,300      1,476,216
                                        -----------
                                          5,762,834
                                        -----------
  (Cost $5,581,994)                       5,819,234
                                        -----------
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment
      Cash Fund                  955    $       955
    Temporary Investment
      Fund                       954            954
                                        -----------
  (Cost $1,909)                               1,909
                                        -----------
TOTAL INVESTMENTS -- 97.7%
  (Cost $20,062,916)                     21,496,816
OTHER ASSETS LESS
  LIABILITIES -- 2.3%                       500,125
                                        -----------
NET ASSETS -- 100.0%                    $21,996,941
                                        ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing securities.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
CORPORATE OBLIGATIONS -- 89.5%
  ADVERTISING -- 1.0%
    Larmar Advertising Co.
      Sr. Sub. Notes
      8.625%, 09/15/07        $  100    $   102,750
    Outdoor Systems, Inc.
      Sr. Sub. Notes
      8.875%, 06/15/07           350        366,625
                                        -----------
                                            469,375
                                        -----------
  AIRLINES -- 0.2%
    Aviation Sales Co.
      Co. Guarantee Sr. Sub.
      Notes
      8.125%, 02/15/08           100         91,500
                                        -----------
  AUTOMOTIVE PARTS -- 2.5%
    Accuride Corp. Sr. Sub.
      Notes Cl-B
      9.25%, 02/01/08            300        274,500
    HDA Parts System, Inc.
      Sr. Sub. Notes 144A
      12.00%, 08/01/05           150        120,000
    Lear Corp. Sub. Notes
      9.50%, 07/15/06             50         51,875
    Lear Seating Corp. Sub.
      Notes
      8.25%, 02/01/02            400        402,000
    Oxford Automotive, Inc.
      Co. Guarantee Sr. Sub.
      Notes
      10.125%, 06/15/07          300        273,000
                                        -----------
                                          1,121,375
                                        -----------
  BROADCASTING -- 7.1%
    Acme Television Co.
      Co. Guarantee Notes
      Cl-B [STEP]
      7.066%, 09/30/04           150        114,750
    Big City Radio, Inc. Co.
      Guarantee Sr. Disc.
      Notes [STEP]
      12.507%, 03/15/05          300        181,500
    Capstar Broadcasting
      Corp. Sr. Sub. Notes
      9.25%, 07/01/07            100         99,500
    Chancellor Media Corp.
      Co. Guarantee Sr. Sub.
      Notes Cl-B
      10.50%, 01/15/07            50         53,000
    Chancellor Media Corp.
      LA Co. Guarantee Sr.
      Sub. Notes Cl-B
      8.75%, 06/15/07             50         48,750
    Chancellor Media Corp.
      LA Sr. Sub. Notes Cl-B
      8.125%, 12/15/07           525        501,375
    Chancellor Media Corp.
      Sr. Sub. Notes 144A
      9.00%, 10/01/08            325        325,000
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
    <S>                       <C>       <C>
    Cumulus Media, Inc. Co.
      Guarantee Sub. Notes
      10.375%, 07/01/08       $  175    $   179,375
    Diva Systems Corp. Units
      [STEP] 144A
      11.851%, 03/01/08          100         32,500
    Echostar Satellite
      Broadcasting Co. Sr.
      Disc. Notes [STEP]
      12.195%, 03/15/04          400        350,000
    Fox/Liberty Networks LLC
      Sr. Disc. Notes [STEP]
      9.709%, 08/15/07           525        341,250
    Fox/Liberty Networks LLC
      Sr. Notes
      8.875%, 08/15/07           250        243,125
    Outdoor Systems, Inc.
      Co. Guarantee Notes
      9.375%, 10/15/06            75         79,875
    SFX Broadcasting, Inc.
      Sr. Sub. Notes Cl-B
      10.75%, 05/15/06           200        220,000
    Sinclair Broadcasting
      Group, Inc. Co.
      Guarantee Notes
      10.00%, 09/30/05           175        177,625
    Sinclair Broadcasting
      Group, Inc. Co.
      Guarantee Sr. Sub.
      Notes
      9.00%, 07/15/07             75         72,750
    Sinclair Broadcasting
      Group, Inc. Sr. Sub.
      Notes
      8.75%, 12/15/07            225        216,000
                                        -----------
                                          3,236,375
                                        -----------
  BUILDING MATERIALS -- 0.2%
    American Builders &
      Contractors Supply
      Co., Inc. Notes Cl-B
      10.625%, 05/15/07           50         45,750
    Falcon Building
      Products, Inc. Co.
      Guarantee Notes Cl-B
      [STEP]
      10.09%, 06/15/07            75         37,875
                                        -----------
                                             83,625
                                        -----------
  BUSINESS SERVICES -- 1.2%
    Dialog Corp. PLC Sr.
      Sub. Notes Cl-A
      11.00%, 11/15/07           225        231,750
    U.S. Office Products Co.
      Sr. Sub. Notes 144A
      9.75%, 06/15/08            375        296,250
                                        -----------
                                            528,000
                                        -----------
</TABLE>




<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
CABLE TELEVISION -- 9.5%
    Charter Communications
      Southeast Holdings
      Capital Corp. Disc.
      Notes Cl-B [STEP]
      11.224%, 03/15/07       $  125    $   106,875
    Comcast Corp. Sr. Sub.
      Debs.
      9.375%, 05/15/05           100        106,500
    CSC Holdings, Inc. Sr.
      Notes
      7.875%, 12/15/07            50         50,250
    CSC Holdings, Inc. Sr.
      Sub. Debs.
      9.875%, 02/15/13            50         53,750
    CSC Holdings, Inc. Sr.
      Sub. Notes
      9.25%, 11/01/05            350        371,000
    Diamond Holdings PLC Co.
      Guarantee Notes
      9.125%, 02/01/08           200        183,000
    Echostar DBS Corp. Co.
      Guarantee Sr. Notes
      12.50%, 07/01/02           225        230,625
    Lenfest Communications,
      Inc. Sr. Notes
      8.375%, 11/01/05           150        158,625
    NTL, Inc. Sr. Notes 144A
      11.50%, 10/01/08           325        336,375
    NTL, Inc. Sr. Notes Cl-B
      [STEP]
      9.743%, 02/01/06           125         93,125
    NTL, Inc. Sr. Notes
      [STEP] 144A
      10.64%, 04/01/08         1,375        756,250
      12.375%, 10/01/08          400        224,040
    Pegasus Communications
      Corp. Sr. Notes Cl-B
      9.625%, 10/15/05           425        397,375
    Rogers Cablesystems of
      America, Inc. Sr.
      Notes Cl-B
      10.00%, 03/15/05           250        272,500
    Telewest Communications
      PLC Debs. [STEP]
      10.802%, 10/01/07          800        635,000
    Telewest Communications
      PLC Sr. Notes 144A
      11.25%, 11/01/08           200        210,000
    United International
      Holdings, Inc. Sr.
      Disc. Notes Cl-B
      [STEP]
      10.803%, 02/15/08          375        170,625
                                        -----------
                                          4,355,915
                                        -----------
  CAPITAL GOODS -- 0.2%
    Buckeye Cellulos Corp.
      Sr. Sub. Notes
      9.25%, 09/15/08            100        100,750
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                         <C>       <C>
  CHEMICALS -- 2.0%
    ISP Holdings, Inc. Sr.
      Notes Cl-B
      9.00%, 10/15/03         $  300    $   310,500
    Polymer Group, Inc. Co.
      Guarantee Notes Cl-B
      9.00%, 07/01/07            200        187,000
    Polymer Group, Inc. Co.
      Guarantee Sub. Notes
      Cl-B
      8.75%, 03/01/08            450        418,500
                                        -----------
                                            916,000
                                        -----------
  CLOTHING & APPAREL -- 1.9%
    Boyds Collection Ltd.
      Sr. Sub. Notes 144A
      9.00%, 05/15/08            150        142,500
    GFSI, Inc. Sr. Sub.
      Notes Cl-B
      9.625%, 03/01/07           250        226,250
    Pillowtex Corp. Co.
      Guarantee Notes Cl-B
      9.00%, 12/15/07            325        326,625
    Pillowtex Corp. Sr. Sub.
      Notes
      10.00%, 11/15/06           150        156,750
                                        -----------
                                            852,125
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 0.3%
    Alvey Systems, Inc. Sr.
      Sub. Notes
      11.375%, 01/31/03           50         50,250
    American Business
      Information, Inc. Sr.
      Sub. Notes 144A
      9.50%, 06/15/08            100         81,500
                                        -----------
                                            131,750
                                        -----------
  CONGLOMERATES -- 1.6%
    Eagle-Picher Industries,
      Inc. Co. Guarantee
      Sub. Notes
      9.375%, 03/01/08           350        309,750
    Hermes Europe Railtel BV
      Sr. Notes
      11.50%, 08/15/07           400        410,000
                                        -----------
                                            719,750
                                        -----------
  CONSTRUCTION -- 0.3%
    American Architectural
      Co. Co. Guarantee Sub.
      Notes
      11.75%, 12/01/07            50         42,750
    Building Materials Corp.
      Sr. Notes Cl-B
      8.00%, 10/15/07            100         95,500
                                        -----------
                                            138,250
                                        -----------
</TABLE>



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
CONSUMER PRODUCTS & SERVICES -- 6.4%
    Albecca, Inc. Sr. Sub.
      Notes 144A
      10.75%, 08/15/08        $  350    $   327,250
    Amscan Holdings, Inc.
      Sr. Sub. Notes
      9.875%, 12/15/07           175        144,375
    Chattem, Inc. Co.
      Guarantee Sub. Notes
      Cl-B
      8.875%, 04/01/08           400        388,000
    Collins & Aikman Floor
      Coverings Corp. Sr.
      Sub. Notes
      10.00%, 01/15/07           150        152,250
    Collins & Aikman
      Products Corp. Co.
      Guarantee Sr. Sub.
      Notes
      11.50%, 04/15/06           500        501,250
    Diamond Brands
      Operating, Inc. Sr.
      Disc. Debs. [STEP]
      12.83%, 04/15/09            50         21,250
    Diamond Brands
      Operating, Inc. Sr.
      Sub. Notes
      10.125%, 04/15/08          100         92,500
    Glenoit Corp. Co.
      Guarantee Sub. Notes
      11.00%, 04/15/07           175        164,500
    NBTY, Inc. Sr. Sub.
      Notes Cl-B
      8.625%, 09/15/07            50         48,250
    Playtex Family Products
      Corp. Sr. Sub. Notes
      9.00%, 12/15/03            450        459,000
    Playtex Products, Inc.
      Co. Guarantee Sub.
      Notes Cl-B
      8.875%, 07/15/04            50         51,250
    Revlon Consumer Products
      Corp. Sr. Sub. Notes
      8.625%, 02/01/08           550        506,000
    Simmons Co. Sr. Sub.
      Notes
      10.75%, 04/15/06            50         52,250
                                        -----------
                                          2,908,125
                                        -----------
  CONTAINERS & PACKAGING -- 1.0%
    Ball Corp. Sr. Sub.
      Notes 144A
      8.25%, 08/01/08            300        312,750
    Tekni-Plex, Inc. Co.
      Guarantee Sub. Notes
      Cl-B
      9.25%, 03/01/08            150        147,750
                                        -----------
                                            460,500
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
  ELECTRONIC COMPONENTS & EQUIPMENT -- 1.8%
    Amphenol Corp. Sr. Sub.
      Notes
      9.875%, 05/15/07        $  325    $   323,375
    Viasystems, Inc. Sr.
      Sub. Notes Cl-B
      9.75%, 06/01/07            100         89,000
    WESCO Distribution, Inc.
      Co. Guarantee Notes
      Cl-B
      9.125%, 06/01/08           300        291,000
    WESCO International,
      Inc. Sr. Disc. Notes
      Cl-B [STEP]
      11.131%, 06/01/08          250        133,750
                                        -----------
                                            837,125
                                        -----------
  ENTERTAINMENT & LEISURE -- 2.9%
    AMF Group, Inc. Sr.
      Disc. Notes [STEP]
      10.337%, 03/15/06          137         66,445
    Loews Cineplex
      Entertainment Corp.
      Sr. Sub. Notes 144A
      8.875%, 08/01/08           150        146,250
    Premier Parks, Inc. Sr.
      Disc. Notes [STEP]
      9.163%, 04/01/08         1,125        686,250
    Premier Parks, Inc. Sr.
      Notes
      9.25%, 04/01/06             75         75,375
    Premier Parks, Inc. Sr.
      Notes Cl-A
      12.00%, 08/15/03            50         53,750
    Regal Cinemas, Inc. Sr.
      Sub. Notes 144A
      9.50%, 06/01/08            250        248,750
    Six Flags Theme Parks
      Corp. Sr. Sub. Notes
      Cl-A
      12.25%, 06/15/05            50         54,375
                                        -----------
                                          1,331,195
                                        -----------
  ENVIRONMENTAL SERVICES -- 1.4%
    Allied Waste Industries,
      Inc. Sr. Disc. Notes
      [STEP]
      9.693%, 06/01/07           575        434,125
    Allied Waste North
      America, Inc. Co.
      Guarantee Notes
      10.25%, 12/01/06           200        219,500
                                        -----------
                                            653,625
                                        -----------
  EQUIPMENT SERVICES -- 0.1%
    Coinmach Corp. Sr. Notes
      Cl-D
      11.75%, 11/15/05            50         51,875
                                        -----------
</TABLE>




<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
  <S>                         <C>       <C>
  FARMING & AGRICULTURE -- 0.1%
    Dimon, Inc. Sr. Notes
      8.875%, 06/01/06        $   50    $    47,250
                                        -----------
  FINANCIAL -- BANK & TRUST -- 1.1%
    GS Escrow Corp. Sr.
      Notes 144A
      7.125%, 08/01/05           500        501,605
                                        -----------
  FINANCIAL SERVICES -- 0.3%
    ContiFinancial Corp. Sr.
      Notes
      8.125%, 04/01/08           150         92,250
    PX Escrow Corp. Sr.
      Disc. Notes [STEP]
      144A
      9.449%, 02/01/06           100         54,500
                                        -----------
                                            146,750
                                        -----------
  FOOD -- 3.7%
    Ameriserv Food
      Distributor, Inc. Co.
      Guarantee Sub. Notes
      8.875%, 10/15/06            50         44,250
      10.125%, 07/15/07          325        271,375
    Aurora Foods, Inc. Sr.
      Sub. Notes Cl-B
      9.875%, 02/15/07            50         53,625
      8.75%, 07/01/08            125        130,000
    Di Giorgio Corp. Sr.
      Notes Cl-B
      10.00%, 06/15/07           150        137,250
    Eagle Family Foods, Inc.
      Co. Guarantee Notes
      Cl-B
      8.75%, 01/15/08            250        222,500
    International Home
      Foods, Inc. Sr. Sub.
      Notes
      10.375%, 11/01/06          450        477,000
    Jitney-Jungle Stores,
      Inc. Sr. Sub. Notes
      10.375%, 09/15/07          150        143,250
    Nebco Evans Holding Co.
      Sr. Disc. Notes [STEP]
      10.875%, 07/15/07          125         59,375
    Stater Brothers
      Holdings, Inc. Sr.
      Sub. Notes
      9.00%, 07/01/04            150        134,250
                                        -----------
                                          1,672,875
                                        -----------
  FURNITURE -- 0.3%
    Sealy Mattress Co. Co.
      Guarantee Sub. Notes
      Cl-B [STEP]
      9.979%, 12/15/07           150         84,750
    Sealy Mattress Co. Sr.
      Sub. Notes Cl-B
      9.875%, 12/15/07            50         45,250
                                        -----------
                                            130,000
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                         <C>       <C>
  HEALTHCARE SERVICES -- 3.6%
    Alliance Imaging, Inc.
      Sr. Sub. Notes
      9.625%, 12/15/05        $  125    $   115,000
    Everest Healthcare
      Services, Inc. Co.
      Guarantee Sub. Notes
      9.75%, 05/01/08            225        208,688
    Fisher Scientific
      International, Inc.
      Sr. Sub. Notes
      9.00%, 02/01/08            375        361,875
    Hudson Respiratory Care,
      Inc. Sr. Sub. Notes
      9.125%, 04/15/08           150        100,500
    Tenet Healthcare Corp.
      Sr. Notes 144A
      7.625%, 06/01/08           100         97,902
    Tenet Healthcare Corp.
      Sr. Sub. Notes
      8.00%, 01/15/05            150        152,616
      8.625%, 01/15/07           100        104,000
    Tenet Healthcare Corp.
      Sr. Sub. Notes 144A
      8.125%, 12/01/08           500        512,500
                                        -----------
                                          1,653,081
                                        -----------
  INDUSTRIAL PRODUCTS -- 1.6%
    Continental Global
      Group, Inc. Sr. Notes
      Cl-B
      11.00%, 04/01/07           100         80,500
    Grove Worldwide, Inc.
      LLC Sr. Sub. Notes
      144A
      9.25%, 05/01/08            175        153,125
    International Utility
      Structures, Inc. Sr.
      Sub. Notes
      10.75%, 02/01/08            50         42,750
    ISG Resources, Inc. Sr.
      Sub. Notes
      10.00%, 04/15/08           300        301,500
    MMI Products, Inc. Sr.
      Sub. Notes Cl-B
      11.25%, 04/15/07           150        156,750
                                        -----------
                                            734,625
                                        -----------
  MACHINERY & EQUIPMENT -- 0.7%
    Anchor Lamina, Inc. Sr.
      Sub. Notes
      9.875%, 02/01/08            75         59,625
    Clark Materials Handling
      Corp. Co. Guarantee
      Sr. Sub. Notes
      10.75%, 11/15/06           150        152,625
</TABLE>



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
  <S>                         <C>       <C>
    Columbus McKinnon Corp.
      Co. Guarantee Sub.
      Notes
      8.50%, 04/01/08         $   50    $    46,750
    National Equipment
      Services, Inc. Sr.
      Sub. Notes
      10.00%, 11/30/04            50         46,250
                                        -----------
                                            305,250
                                        -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.4%
    CONMED Corp. Co.
      Guarantee Sr. Sub.
      Notes
      9.00%, 03/15/08            325        307,125
    Dade International, Inc.
      Sr. Sub. Notes Cl-B
      11.125%, 05/01/06          325        349,375
                                        -----------
                                            656,500
                                        -----------
  METALS & MINING -- 1.9%
    AEI Holding Co. Sr.
      Notes 144A
      10.00%, 11/15/07           250        226,250
    AK Steel Corp. Sr. Notes
      9.125%, 12/15/06           200        209,000
    Euramax International
      PLC Sr. Sub. Notes
      11.25%, 10/01/06           100         93,500
    Metals USA, Inc. Co.
      Guarantee Sr. Sub.
      Notes
      8.625%, 02/15/08           275        221,375
    Neenah Corp. Sr. Sub.
      Notes Cl-B
      11.125%, 05/01/07           50         51,250
    Ryerson Tull, Inc. Notes
      8.50%, 07/15/01             50         53,714
                                        -----------
                                            855,089
                                        -----------
  OFFICE EQUIPMENT -- 0.1%
    United Stationers
      Supply, Inc. Sr. Sub.
      Notes
      8.375%, 04/15/08            50         50,000
                                        -----------
  OIL & GAS -- 4.0%
    Chiles Offshore LLC
      Corp. Co. Guarantee
      Sub. Notes
      10.00%, 05/01/08           175        142,625
    Continental Resources,
      Inc. Sr. Sub. Notes
      144A
      10.25%, 08/01/08           300        241,500
    Dailey International,
      Inc. Co. Guarantee Sr.
      Sub. Notes Cl-B
      9.50%, 02/15/08            300        127,500
    Forcenergy, Inc. Sr.
      Sub. Notes
      8.50%, 02/15/07            300        220,500
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
    <S>                       <C>       <C>
    Houston Exploration Co.
      Sr. Sub. Notes Cl-B
      8.625%, 01/01/08        $  200    $   193,000
    KCS Energy, Inc. Co.
      Guarantee Sr. Sub.
      Notes
      8.875%, 01/15/08           250        166,250
    Nuevo Energy Co.
      Co. Guarantee Sr. Sub.
      Notes Cl-B
      8.875%, 06/01/08           200        199,000
    Pride Petroleum
      Services, Inc. Sr.
      Notes
      9.375%, 05/01/07           350        329,000
    Universal Compression,
      Inc. Sr. Disc. Notes
      [STEP]
      9.665%, 02/15/08           325        186,875
                                        -----------
                                          1,806,250
                                        -----------
  PRINTING & PUBLISHING -- 1.0%
    Garden State Newspapers,
      Inc. Sr. Sub. Notes
      Cl-B
      8.75%, 10/01/09            150        144,750
    Hollinger International
      Publishing Co.
      Co. Guarantee Sr. Sub.
      Notes
      9.25%, 02/01/06            125        131,250
      9.25%, 03/15/07             50         52,250
    Ziff-Davis, Inc. Sr.
      Sub. Notes
      8.50%, 05/01/08            150        128,250
                                        -----------
                                            456,500
                                        -----------
  REAL ESTATE -- 1.1%
    HMH Properties Co.
      Guarantee Sr. Notes
      Cl-B
      7.875%, 08/01/08           500        485,000
                                        -----------
  RETAIL & MERCHANDISING -- 1.1%
    Community Distributors,
      Inc. Co. Guarantee
      Notes Cl-B
      10.25%, 10/15/04            50         47,250
    Meyer, (Fred), Inc. Co.
      Guarantee Sub. Notes
      7.45%, 03/01/08            450        473,238
                                        -----------
                                            520,488
                                        -----------
  TELECOMMUNICATIONS -- 21.4%
    American Cellular Corp.
      Sr. Notes 144A
      10.50%, 05/15/08           250        238,750
    Arch Communications,
      Inc. Sr. Notes 144A
      12.75%, 07/01/07           150        129,750
</TABLE>



<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
    <S>                       <C>       <C>
    Call-Net Enterprises,
      Inc. Sr. Disc. Notes
      [STEP]
      8.949%, 08/15/07        $  425    $   272,000
      9.441%, 08/15/08           425        242,250
    e.spire Communications,
      Inc. Sr. Disc. Notes
      [STEP]
      10.741%, 11/01/05          200        149,000
    ICG Holdings, Inc. Co.
      Guarantee Sr. Disc.
      Notes [STEP]
      11.284%, 05/01/06          175        122,937
      9.644%, 03/15/07           200        121,000
    Intermedia
      Communications, Inc.
      Sr. Disc. Notes [STEP]
      9.733%, 05/15/06           100         76,500
    Intermedia
      Communications, Inc.
      Sr. Disc. Notes Cl-B
      [STEP]
      9.625%, 07/15/07           250        167,500
    Intermedia
      Communications, Inc.
      Sr. Notes Cl-B
      8.875%, 11/01/07            50         48,000
      8.60%, 06/01/08            275        260,562
    IXC Communications, Inc.
      Sr. Sub. Notes
      9.00%, 04/15/08            425        420,750
    Level 3 Communications,
      Inc. Sr. Notes
      9.125%, 05/01/08           900        852,750
    McLeodUSA, Inc. Sr.
      Disc. Notes [STEP]
      10.092%, 03/01/07          525        380,625
    McLeodUSA, Inc. Sr.
      Notes
      8.375%, 03/15/08           150        145,500
    MetroNet Communications
      Corp. Sr. Disc. Notes
      [STEP]
      11.588%, 11/01/07          150         90,000
      10.844%, 06/15/08          800        436,000
    Millicom International
      Cellular SA Sr. Disc.
      Notes [STEP]
      10.762%, 06/01/06          200        119,000
    Nextel Communications,
      Inc. Sr. Disc. Notes
      [STEP]
      10.361%, 09/15/07          500        297,500
      11.01%, 02/15/08           900        495,000
    Nextel International,
      Inc. Sr. Disc. Notes
      [STEP]
      12.125%, 04/15/08           50         18,625
    NEXTLINK Communications,
      Inc.
      Sr. Notes
      9.00%, 03/15/08            150        137,250
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
    <S>                       <C>       <C>
    Orange PLC Sr. Notes
      8.00%, 08/01/08         $  300    $   292,500
    Paging Network, Inc. Sr.
      Sub. Notes
      10.125%, 08/01/07           50         49,500
      10.00%, 10/15/08           325        318,500
    Pathnet, Inc. Sr. Notes
      12.25%, 04/15/08           100         72,000
    PSINet, Inc. Sr. Notes
      144A
      11.50%, 11/01/08           125        129,375
    PSINet, Inc. Sr. Notes
      Cl-B
      10.00%, 02/15/05           325        319,312
    Qwest Communications
      International, Inc.
      Sr. Disc. Notes [STEP]
      8.243%, 10/15/07           700        542,500
    Qwest Communications
      International, Inc.
      Sr. Notes Cl-B
      10.875%, 04/01/07           50         58,125
    Qwest Communications
      International, Inc.
      144A
      7.50%, 11/01/08            400        407,500
    Rogers Cantel, Inc. Sr.
      Sub. Notes
      8.80%, 10/01/07            225        210,937
    Sitel Corp. Co.
      Guarantee Sub. Notes
      9.25%, 03/15/06            225        195,188
    Telecommunications
      Techniques Co. Sr.
      Sub. Notes 144A
      9.75%, 05/15/08            400        334,000
    Telesystem International
      Wireless, Inc. Sr.
      Disc. Notes Cl-B
      [STEP]
      11.342%, 06/30/07          225         75,375
    Telesystem International
      Wireless, Inc. Sr.
      Disc. Notes Cl-C
      [STEP]
      10.352%, 11/01/07           75         21,375
    Teligent, Inc. Sr. Notes
      11.50%, 12/01/07           375        305,625
    Triton Communications
      LLC Sr. Disc. Notes
      [STEP]
      13.901%, 05/01/08          525        203,438
    US Xchange LLC Sr. Notes
      144A
      15.00%, 07/01/08           100        100,250
    Viacom, Inc. Sub. Debs.
      8.00%, 07/07/06            775        804,063
    Viatel, Inc. Sr. Disc.
      Notes [STEP]
      11.473%, 04/15/08           50         23,750
</TABLE>



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>

- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
  <S>                         <C>       <C>
    Viatel, Inc. Sr. Notes
      11.25%, 04/15/08        $   75    $    67,125
                                        -----------
                                          9,751,687
                                        -----------
  TRANSPORTATION -- 2.7%
    Allied Holdings, Inc.
      Notes Cl-B
      8.625%, 10/01/07           150        146,250
    Ameritruck Distribution
      Corp. Sr. Sub. Notes
      144A+
      12.25%, 11/15/05            50          3,250
    Gearbulk Holding Ltd.
      Sr. Notes
      11.25%, 12/01/04           300        311,250
    Holt Group Sr. Notes
      144A
      9.75%, 01/15/06            100         66,500
    Oshkosh Truck Corp. Co.
      Guarantee Notes
      8.75%, 03/01/08            100         93,500
    Stena AB Sr. Notes
      10.50%, 12/15/05           350        358,750
      8.75%, 06/15/07            200        185,000
    Stena Line AB Sr. Notes
      10.625%, 06/01/08          100         87,500
                                        -----------
                                          1,252,000
                                        -----------
  UTILITIES -- 1.8%
    El Paso Electric Co.
      First Mtge. Cl-E
      9.40%, 05/01/11            300        342,099
    Niagara Mohawk Power
      Corp. Sr. Disc. Notes
      Cl-H [STEP]
      7.788%, 07/01/10           650        473,239
                                        -----------
                                            815,338
                                        -----------
TOTAL CORPORATE OBLIGATIONS
  (Cost $43,736,499)                     40,827,523
                                        -----------
                              SHARES
                              ------
COMMON STOCK -- 0.0%
  TELECOMMUNICATIONS
    Pathnet, Inc. Warrants*
  (Cost $0)                      100          2,500
                                        -----------
PREFERRED STOCK -- 3.0%
  BROADCASTING -- 1.2%
    Benedek Communications
      Corp.
      11.50% [PIK]               100         84,500
    Cumulus Media, Inc. Cl-A
      13.75%                     103        105,575
    SFX Broadcasting, Inc.
      Cl-E
      12.625% [PIK]              500         58,750
    Sinclair Capital Cl-A
      $11.625                  3,100        311,550
                                        -----------
                                            560,375
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
  <S>                          <C>      <C>
  FOOD -- 0.1%
    Nebco Evans Holding Co.
      11.25% [PIK]               579    $    29,240
                                        -----------
  HEALTHCARE SERVICES -- 0.1%
    River Holding Corp. Cl-B
      11.50% [PIK]               530         23,585
                                        -----------
  PRINTING & PUBLISHING -- 0.9%
    Primedia, Inc. Cl-F
      $9.20                    2,250        223,875
    Primedia, Inc. Cl-H
      8.625%                   2,250        205,875
                                        -----------
                                            429,750
                                        -----------
  TELECOMMUNICATIONS -- 0.1%
    Nextel Communications,
      Inc. Cl-E
      11.125% [PIK]               25         20,625
    Viatel, Inc. Cl-A
      10.00% [PIK]                62          3,336
                                        -----------
                                             23,961
                                        -----------
  UTILITIES -- 0.6%
    Texas Utilities Co.
      9.25%                    5,000        267,345
                                        -----------
TOTAL PREFERRED STOCK
  (Cost $1,408,250)                       1,334,256
                                        -----------
                               PAR
                              (000)
                              ------
REPURCHASE AGREEMENTS -- 10.3%
  Greenwich Capital Markets,
    Inc., 5.35%, dated
    10/30/98, maturing
    11/02/98, repurchase
    price $4,701,095
    (Collateralized by U.S.
    Treasury Notes, par
    value $4,540,000, market
    value $4,793,956, due
    10/31/00)
  (Cost $4,699,000)           $4,699      4,699,000
                                        -----------
TOTAL INVESTMENTS -- 102.8%
  (Cost $49,843,749)                     46,863,279
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (2.8%)                       (1,254,877)
                                        -----------
NET ASSETS -- 100.0%                    $45,608,402
                                        ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing securities.
+ Illiquid security. At the end of the year this security amounted to 0.01% of
  net assets.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted

        to 14.8% of net assets.
See Notes to Financial Statements.




ASAF ROBERTSON STEPHENS
VALUE + GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES        VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
COMMON STOCK -- 98.1%
  BUSINESS SERVICES -- 1.5%
    Robert Half
      International, Inc.*     7,491    $   300,548
                                        -----------
  CLOTHING & APPAREL -- 2.0%
    Nike, Inc. Cl-B            9,100        397,556
                                        -----------
  COMPUTER HARDWARE -- 7.0%
    3Com Corp.*               11,655        420,308
    Compaq Computer Corp.     22,350        706,819
    Gateway 2000, Inc.*        4,285        239,157
                                        -----------
                                          1,366,284
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 20.4%
    BMC Software, Inc.*        7,525        361,670
    Cisco Systems, Inc.*       6,400        403,200
    CompUSA, Inc.*            32,010        444,139
    Electronic Arts, Inc.*    11,275        463,684
    Ingram Micro, Inc.
      Cl-A*                    8,765        398,807
    Microsoft Corp.*           8,335        882,468
    National Data Corp.       10,240        346,880
    Oracle Corp.*             15,535        459,253
    Tech Data Corp.*           6,565        258,497
                                        -----------
                                          4,018,598
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 5.5%
    Tandy Corp.                8,800        436,150
    Texas Instruments, Inc.   10,110        646,408
                                        -----------
                                          1,082,558
                                        -----------
  ENTERTAINMENT & LEISURE -- 2.7%
    Time Warner, Inc.          5,760        534,600
                                        -----------
  FINANCIAL -- BANK & TRUST -- 2.4%
    MBNA Corp.                13,025        297,133
    Mellon Bank Corp.          3,000        180,375
                                        -----------
                                            477,508
                                        -----------
  FINANCIAL SERVICES -- 5.5%
    Household
      International, Inc.     12,565        459,408
    Merrill Lynch & Co.,
      Inc.                    10,603        628,228
                                        -----------
                                          1,087,636
                                        -----------
  FOOD -- 3.2%
    Safeway, Inc.*            13,285        635,189
                                        -----------
  HEALTHCARE
    SERVICES -- 4.1%
    Omnicare, Inc.            14,280        493,553
    United Healthcare Corp.    7,100        309,294
                                        -----------
                                            802,847
                                        -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.2%
    Becton Dickinson & Co.     4,925        207,466
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                             SHARES        VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                         <C>       <C>
  OFFICE EQUIPMENT -- 2.4%
    Staples, Inc.*            14,460    $   471,758
                                        -----------
  PHARMACEUTICALS -- 8.2%
    Lilly, (Eli) & Co.         7,070        572,228
    McKesson Corp.             7,250        558,250
    Merck & Co., Inc.          3,625        490,281
                                        -----------
                                          1,620,759
                                        -----------
  RAILROADS -- 0.8%
    Kansas City Southern
      Industries, Inc.         4,000        154,500
                                        -----------
  RETAIL & MERCHANDISING -- 15.5%
    Bed, Bath & Beyond,
      Inc.*                   15,700        432,731
    Best Buy Co., Inc.*        9,805        470,640
    Costco Companies, Inc.*    9,640        547,070
    CVS Corp.                 12,627        576,896
    Starbucks Corp.*           5,676        246,197
    Wal-Mart Stores, Inc.      4,205        290,145
    Walgreen Co.               9,930        483,467
                                        -----------
                                          3,047,146
                                        -----------
  SEMICONDUCTORS -- 10.7%
    Intel Corp.               12,620      1,125,546
    Micron Technology,
      Inc.*                   25,710        976,980
                                        -----------
                                          2,102,526
                                        -----------
  TELECOMMUNICATIONS --5.0%
    Comcast Corp. Cl-A         6,345        313,284
    MCI WorldCom, Inc.*       12,265        677,641
                                        -----------
                                            990,925
                                        -----------
TOTAL COMMON STOCK
  (Cost $18,034,734)                     19,298,404
                                        -----------
SHORT-TERM INVESTMENTS -- 3.3%
    Temporary Investment
      Cash Fund              323,173        323,173
    Temporary Investment
      Fund                   323,172        323,172
                                        -----------
  (Cost $646,345)                           646,345
                                        -----------
TOTAL INVESTMENTS -- 101.4%
  (Cost $18,681,079)                     19,944,749
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (1.4%)                         (273,627)
                                        -----------
NET ASSETS -- 100.0%                    $19,671,122
                                        ===========
</TABLE>

- -------------------------------------------------------

* Non-income producing securities.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


ASAF LORD ABBETT
GROWTH AND INCOME FUND

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                            <C>       <C>
COMMON STOCK -- 91.2%
  AEROSPACE -- 0.4%
    United Technologies
      Corp.                     1,500    $   142,875
                                         -----------
  AUTOMOBILE MANUFACTURERS -- 2.3%
    Ford Motor Co.              7,000        379,750
    General Motors Corp.        6,000        378,375
                                         -----------
                                             758,125
                                         -----------
  BROADCASTING -- 1.1%
    CBS Corp.                  13,000        363,187
                                         -----------
  CHEMICALS -- 0.9%
    Du Pont, (E.I.) de
      Nemours & Co.             5,000        287,500
                                         -----------
  CLOTHING & APPAREL -- 1.0%
    VF Corp.                    8,000        334,500
                                         -----------
  COMPUTER HARDWARE --5.1%
    EMC Corp.*                  5,000        321,875
    International Business
      Machines Corp.            7,000      1,039,062
    Seagate Technology,
      Inc.*                    12,000        316,500
                                         -----------
                                           1,677,437
                                         -----------
  COMPUTER SERVICES & SOFTWARE -- 2.5%
    First Data Corp.           12,000        318,000
    Sun Microsystems,
      Inc.*                     9,000        524,250
                                         -----------
                                             842,250
                                         -----------
  CONGLOMERATES -- 1.9%
    Philip Morris
      Companies, Inc.          12,000        613,500
                                         -----------
  CONSUMER PRODUCTS & SERVICES -- 2.4%
    Eastman Kodak Co.           8,000        620,000
    Fortune Brands, Inc.        5,000        165,312
                                         -----------
                                             785,312
                                         -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 4.2%
    Emerson Electric Co.       14,000        924,000
    Texas Instruments,
      Inc.                      7,000        447,563
                                         -----------
                                           1,371,563
                                         -----------
  ENTERTAINMENT & LEISURE -- 0.5%
    Time Warner, Inc.           2,000        185,625
                                         -----------
  ENVIRONMENTAL SERVICES -- 2.8%
    Browning-Ferris
      Industries, Inc.          5,000        177,187
    Waste Management, Inc.     16,000        722,000
                                         -----------
                                             899,187
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
  <S>                          <C>       <C>
  FINANCIAL -- BANK & TRUST -- 6.2%
    Banc One Corp.              8,000    $   391,000
    BankAmerica Corp.           6,000        344,625
    Chase Manhattan Corp.       8,000        454,500
    First Union Corp.           8,000        464,000
    Mellon Bank Corp.           6,000        360,750
                                         -----------
                                           2,014,875
                                         -----------
  FINANCIAL SERVICES -- 4.6%
    Citigroup, Inc.            10,000        470,625
    Morgan Stanley, Dean
      Witter & Co.              7,000        453,250
    Providian Financial
      Corp.                     1,500        119,062
    Washington Mutual,
      Inc.                     12,000        449,250
                                         -----------
                                           1,492,187
                                         -----------
  FOOD -- 5.2%
    Bestfoods, Inc.             8,000        436,000
    Heinz, (H.J.) Co.          10,000        581,250
    Ralston Purina Group       20,000        667,500
                                         -----------
                                           1,684,750
                                         -----------
  HEALTHCARE SERVICES -- 1.0%
    Columbia HCA
      Healthcare Corp.         15,000        315,000
                                         -----------
  INSURANCE -- 7.8%
    American General Corp.     11,000        753,500
    Chubb Corp.                 7,000        430,500
    CIGNA Corp.                 5,000        364,688
    Jefferson-Pilot Corp.       7,000        425,250
    St. Paul Companies,
      Inc.                      5,000        165,625
    Transamerica Corp.          4,000        416,000
                                         -----------
                                           2,555,563
                                         -----------
  MACHINERY & EQUIPMENT -- 1.6%
    Deere & Co.                15,000        530,625
                                         -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.5%
    Baxter International,
      Inc.                      8,000        479,500
                                         -----------
  OIL & GAS -- 8.3%
    British Petroleum Co.
      PLC [ADR]                 8,000        707,500
    Coastal Corp.              12,000        423,000
    Mobil Corp.                10,000        756,875
    Occidental Petroleum
      Corp.                    12,000        238,500
    Total SA [ADR]             10,000        585,000
                                         -----------
                                           2,710,875
                                         -----------
</TABLE>




<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                            <C>       <C>
PAPER & FOREST PRODUCTS -- 2.8%
    Bowater, Inc.               8,000    $   326,500
    Champion International
      Corp.                     8,000        255,500
    Fort James Corp.            4,000        161,250
    Georgia Pacific Timber
      Group                     7,000        155,313
                                         -----------
                                             898,563
                                         -----------
  PHARMACEUTICALS -- 4.2%
    American Home Products
      Corp.                    13,000        633,750
    Pharmacia & Upjohn,
      Inc.                     10,000        529,375
    SmithKline Beecham PLC
      [ADR]                     2,000        127,500
    Warner-Lambert Co.            900         70,538
                                         -----------
                                           1,361,163
                                         -----------
  PRINTING & PUBLISHING -- 1.4%
    Dow Jones & Co., Inc.      10,000        458,125
                                         -----------
  RETAIL & MERCHANDISING -- 4.4%
    May Department Stores
      Co.                      10,000        610,000
    Wal-Mart Stores, Inc.      12,000        828,000
                                         -----------
                                           1,438,000
                                         -----------
  TELECOMMUNICATIONS -- 10.1%
    Alltel Corp.               10,000        468,125
    AT&T Corp.                 16,000        996,000
    Bell Atlantic Corp.        12,000        637,500
    MCI WorldCom, Inc.*        10,000        552,500
    SBC Communications,
      Inc.                     14,000        648,375
                                         -----------
                                           3,302,500
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
  <S>                          <C>       <C>
  UTILITIES -- 7.0%
    Carolina Power & Light
      Co.                      12,000    $   550,500
    Duke Energy Corp.           8,000        517,500
    FirstEnergy Corp.          16,000        480,000
    Florida Progress Corp.     10,000        419,375
    FPL Group, Inc.             5,000        312,813
                                         -----------
                                           2,280,188
                                         -----------
TOTAL COMMON STOCK
  (Cost $28,870,940)                      29,782,975
                                         -----------
PREFERRED STOCK -- 2.3%
  INSURANCE -- 1.3%
    Aetna, Inc. CI-C
      6.25% [CVT]               6,000        429,000
                                         -----------
  UTILITIES -- 1.0%
    Houston Industries,
      Inc. 7.00% [CVT]          4,000        324,250
                                         -----------
TOTAL PREFERRED STOCK
  (Cost $726,354)                            753,250
                                         -----------
SHORT-TERM INVESTMENTS -- 9.5%
    Temporary Investment
      Cash Fund             1,551,958      1,551,958
    Temporary Investment
      Fund                  1,551,958      1,551,958
                                         -----------
  (Cost $3,103,916)                        3,103,916
                                         -----------
TOTAL INVESTMENTS -- 103.0%
  (Cost $32,701,210)                      33,640,141
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (3.0%)                          (988,913)
                                         -----------
NET ASSETS -- 100.0%                     $32,651,228
                                         ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing securities.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


ASAF JANUS
OVERSEAS GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
<S>                            <C>      <C>
FOREIGN STOCK -- 75.2%
  ARGENTINA -- 0.0%
    Disco SA [ADR]*
      (Food)                       55   $       808
    Telefonica de Argentina
      SA Cl-B [ADR]
      (Telecommunications)        610        20,168
                                        -----------
                                             20,976
                                        -----------
  AUSTRIA -- 0.1%
    Bank Austria AG
      (Financial-Bank &
      Trust)                    1,164        63,334
                                        -----------
  BRAZIL -- 0.2%
    Telecomunicacoes
      Brasileiras SA [ADR]
      (Telecommunications)        170        12,920
    Telecomunicacoes
      Brasileiras SA Pfd.
      [ADR]
      (Telecommunications)      1,130        85,809
                                        -----------
                                             98,729
                                        -----------
  CANADA -- 0.4%
    Newcourt Credit Group,
      Inc.
      (Financial Services)      5,740       188,702
                                        -----------
  CHILE -- 0.1%
    Cia de
      Telecomunicaciones de
      Chile SA [ADR]
      (Telecommunications)      1,005        22,047
                                        -----------
  DENMARK -- 0.2%
    BG Bank AS
      (Financial -- Bank &
      Trust)                       62         3,594
    Ratin AS Cl-B
      (Environmental
      Services)                   396        67,954
    SAS Danmark AS
      (Airlines)                  177         2,499
    Unidanmark AS Cl-A
      (Financial Services)         66         5,032
                                        -----------
                                             79,079
                                        -----------
  FINLAND -- 3.9%
    Nokia Corp. Cl-A [ADR]
      (Telecommunications)      5,210       484,856
    Nokia Oyj Cl-A
      (Telecommunications)     11,344     1,032,319
    Raisio Group PLC
      (Farming &
      Agriculture)              1,525        20,582
    Sampo Insurance Co. Ltd.
      Cl-A
      (Insurance)               2,912        90,740
    Tieto Corp. Cl-B
      (Computer Services &
      Software)                 3,473       100,708
                                        -----------
                                          1,729,205
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES         VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                           <C>     <C>
  FRANCE -- 8.4%
    Alcatel
      (Telecommunications)        199   $    22,167
    Alcatel SA [ADR]
      (Telecommunications)        840        18,480
    Atos SA*
      (Computer Services &
      Software)                   780       147,104
    Cap Gemini SA
      (Computer Services &
      Software)                 3,790       569,501
    Cap Gemini SA 144A
      (Computer Services &
      Software)                   236        35,462
    Castorama Dubois
      (Retail &
      Merchandising)              290        51,718
    Cie des Signaux SA
      (Electronic Components
      & Equipment)                 21         1,436
    Compagnie Francaise
      d'Etudes et de
      Construction Technip
      (Construction)               40         4,067
    Equant NV*
      (Computer Services &
      Software)                   791        34,277
    Groupe Danone
      (Food)                    1,205       318,550
    Jet Multimedia
      (Business Services)         266        42,076
    Lagardere S.C.A.
      (Business Services)       1,570        63,174
    Renault SA
      (Automobile
      Manufacturers)            4,112       175,746
    Rhone-Poulenc Cl-A
      (Chemicals)               3,353       153,263
    Sanofi SA
      (Medical Supplies &
      Equipment)                  722       113,038
    Societe Nationale Elf
      Aquitaine SA
      (Oil & Gas)                 474        54,848
    STMicroelectronics NV*
      (Electronic Components
      & Equipment)              1,220        74,191
    Suez Lyonnaise des Eaux
      (Construction)            3,281       587,487
    Total SA Cl-B
      (Oil & Gas)                 466        53,754
    Valeo SA
      (Automotive Parts)          373        32,287
    Valeo SA 144A
      (Automotive Parts)        1,902       164,636
    Vivendi
      (Environmental
      Services)                 4,651     1,062,128
                                        -----------
                                          3,779,390
                                        -----------
</TABLE>




<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
  <S>                           <C>     <C>
  GERMANY --7.2%
    Bayerische Hypo-Und
      Vereinsbank AG
      (Financial-Bank &
      Trust)                    1,012   $    80,658
    Deutsche Pfandbrief &
      Hypothekenbank AG
      (Financial-Bank &
      Trust)                    8,089       649,589
    Deutsche Telekom AG
      (Telecommunications)        381        10,306
    Ergo Versicherungs
      Gruppe AG
      (Insurance)                 106        17,281
    Hoechst AG
      (Chemicals)               2,002        83,528
    Mannesmann AG
      (Industrial Products)    11,751     1,138,077
    Marschollek,
      Lautenschlaeger und
      Partner AG Non-Voting
      Pfd.
      (Insurance)                 210       106,891
    Merck KGaA
      (Pharmaceuticals)           263        10,719
    MobilCom AG
      (Telecommunications)        334        97,809
    Muenchener
      Rueckversicherung AG
      Rights*
      (Insurance)                   4         1,811
    Muenchener
      Rueckversicherung AG
      Warrants*
      (Insurance)                   4           171
    Porsche AG Pfd.
      (Automobile
      Manufacturers)              295       525,456
    SAP AG Pfd.
      (Computer Services &
      Software)                   913       444,322
    Veba AG
      (Utilities)                 945        51,867
                                        -----------
                                          3,218,485
                                        -----------
  GREECE -- 0.1%
    STET Hellas
      Telecommunications SA
      [ADR]*
      (Telecommunications)      1,185        31,106
                                        -----------
  HONG KONG -- 0.4%
    China Telecom Ltd.
      (Telecommunications)     99,000       185,965
                                        -----------
  IRELAND -- 2.1%
    Elan Corp. PLC [ADR]*
      (Pharmaceuticals)        13,286       930,850
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES         VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                         <C>       <C>
  ITALY -- 2.3%
    Banca Commerciale Italia
      NA
      (Financial-Bank &
      Trust)                   22,481   $   139,014
    Banca di Roma
      (Financial-Bank &
      Trust)                  142,692       249,114
    Telecom Italia Mobile
      SPA
      (Telecommunications)     73,880       429,110
    Telecom Italia SPA
      (Telecommunications)     27,762       200,818
    Unicredito Italiano SPA
      (Financial-Bank &
      Trust)                    1,917        10,298
                                        -----------
                                          1,028,354
                                        -----------
  JAPAN -- 8.6%
    Bridgestone Corp.
      (Automotive Parts)        3,000        66,036
    Honda Motor Co. Ltd.
      (Automobile
      Manufacturers)            1,000        30,036
    Ito-Yokado Co. Ltd.
      (Food)                    5,000       291,779
    Kao Corp.
      (Consumer Products &
      Services)                32,000       648,093
    Kirin Brewery Co. Ltd.
      (Beverages)              36,000       392,357
    Nippon Telegraph &
      Telephone Corp.
      (Telecommunications)         75       586,991
    NTT Mobile Communication
      Network, Inc.
      (Telecommunications)         27       975,486
    Rohm Co. Ltd.
      (Electronic Components
      & Equipment)              1,000        88,392
    Sony Corp.
      (Electronic Components
      & Equipment)              3,200       203,216
    Takeda Chemical
      Industries Ltd.
      (Pharmaceuticals)        18,000       585,446
                                        -----------
                                          3,867,832
                                        -----------
  KOREA -- 0.5%
    SK Telecom Co. Ltd.
      [ADR]
      (Telecommunications)     21,470       221,409
                                        -----------
</TABLE>



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

ASAF JANUS
OVERSEAS GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
  <S>                           <C>     <C>
  MEXICO -- 0.3%
    Coca-Cola Femsa SA [ADR]
      (Beverages)                 800   $    13,200
    Grupo Televisa SA [GDR]*
      (Broadcasting)            4,130       112,026
                                        -----------
                                            125,226
                                        -----------
  NETHERLANDS -- 8.8%
    AKZO Nobel NV
      (Chemicals)               3,592       139,627
    Equant NV*
      (Computer Services &
      Software)                 1,346        58,888
    Getronics NV
      (Computer Services &
      Software)                12,922       536,203
    Koninklijke Ahold NV
      (Food)                   20,455       680,125
    Koninklijke Ahrend Groep
      NV
      (Office Equipment)          237         4,809
    Royal Philips
      Electronics NV
      (Electronic Components
      & Equipment)              2,731       145,347
    Royal Philips
      Electronics NV [ADR]
      (Electronic Components
      & Equipment)              4,152       227,841
    Simac Techniek NV
      (Electronic Components
      & Equipment)                196        23,507
    Unilever NV
      (Consumer Products &
      Services)                10,848       805,027
    Wolters Kluwer NV
      (Printing &
      Publishing)               6,799     1,317,805
                                        -----------
                                          3,939,179
                                        -----------
  NORWAY -- 0.1%
    Den Norske Bank ASA
      (Financial-Bank &
      Trust)                    1,926         6,767
    Elektronisk
      Databehandling ASA
      (Computer Services &
      Software)                 4,989        14,550
    NCL Holdings ASA*
      (Entertainment &
      Leisure)                 13,245        34,316
</TABLE>

<TABLE>
<CAPTION>
                               SHARES         VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                         <C>       <C>
    SAS Norge ASA Cl-B
      (Airlines)                  231   $     2,413
    Storebrand ASA
      (Insurance)                 451         3,518
                                        -----------
                                             61,564
                                        -----------
  PORTUGAL -- 0.0%
    Cimpor-Cimentos de
      Portugal SA
      (Building Materials)        502        17,367
                                        -----------
  SPAIN -- 2.0%
    Banco Bilbao Vizcaya SA
      (Financial-Bank &
      Trust)                   12,336       166,093
    Banco Central
      Hispanoamericano SA
      (Financial-Bank &
      Trust)                    6,140        67,659
    Corporacion Bancaria de
      Espana SA
      (Financial-Bank &
      Trust)                    3,332        72,370
    Endesa SA
      (Utilities)               5,143       129,381
    Prosegur, CIA de
      Seguridad SA
      (Consumer Products &
      Services)                 5,965        72,071
    Tele Pizza SA*
      (Restaurants)             1,947        15,867
    Telefonica SA
      (Telecommunications)      6,182       278,619
    Telefonica SA [ADR]
      (Telecommunications)        856       117,219
                                        -----------
                                            919,279
                                        -----------
  SWEDEN -- 4.4%
    Assa Abloy AB Cl-B
      (Metals & Mining)        14,571       579,719
    Astra AB Cl-A
      (Pharmaceuticals)         6,158        99,655
    Electrolux AB Cl-B
      (Consumer Products &
      Services)                12,934       194,419
    Ericsson, (L.M.)
      Telephone Co. [ADR]
      (Telecommunications)      8,060       182,358
    Ericsson, (L.M.)
      Telephone Co. Cl-B
      (Telecommunications)        189         4,255
    Ortivus AB Cl-B*
      (Medical Supplies &
      Equipment)                   59           400
    Pharmacia & Upjohn, Inc.
      (Pharmaceuticals)           477        24,348
    SAS Sverige AB
      (Airlines)                  315         3,425
</TABLE>




<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
  <S>                          <C>      <C>
    Securitas AB
      (Consumer Products &
      Services)                65,136   $   799,945
    Skandinaviska Enskilda
      Banken
      (Financial-Bank &
      Trust)                    1,285        12,987
    WM-Data AB Cl-B
      (Computer Services &
      Software)                 2,310        83,926
                                        -----------
                                          1,985,437
                                        -----------
  SWITZERLAND -- 6.3%
    Adecco SA
      (Business Services)         646       257,620
    Julius Baer Holdings AG
      Cl-B
      (Financial-Bank &
      Trust)                        3         9,194
    Kuoni Reisen AG
      (Entertainment &
      Leisure)                     58       207,313
    Nestle SA
      (Food)                      370       786,949
    Schweizerische
     Lebensversicherungs-Und
      Rentenanstalt
      (Insurance)                  80        48,150
    Swisscom AG*
      (Telecommunications)      3,000     1,016,919
    UBS AG
      (Financial-Bank &
      Trust)                      345        94,652
    Zurich Allied AG
      (Financial Services)        682       414,512
                                        -----------
                                          2,835,309
                                        -----------
  UNITED KINGDOM -- 18.8%
    Allied Domecq PLC
      (Beverages)               1,965        18,099
    Amvescap PLC
      (Financial Services)     12,835        98,446
    British Petroleum Co.
      PLC
      (Oil & Gas)               3,395        49,863
    Capita Group PLC
      (Business Services)      52,223       526,935
    COLT Telecom Group PLC*
      (Computer Services &
      Software)                72,991       953,460
    Compass Group PLC
      (Food)                  131,500     1,332,354
    Diageo PLC
      (Consumer Products &
      Services)                 7,887        85,194
    Electrocomponents PLC
      (Electronic Components
      & Equipment)                560         3,707
    Energis PLC*
      (Telecommunications)     15,299       207,533
</TABLE>

<TABLE>
<CAPTION>
                               SHARES         VALUE
- ---------------------------------------------------
- ---------------------------------------------------
    <S>                        <C>      <C>
    Glaxo Wellcome PLC
      (Pharmaceuticals)         9,251   $   287,544
    Hays PLC
      (Business Services)      20,234       298,366
    JBA Holdings PLC
      (Computer Services &
      Software)                   380         1,782
    Lloyds TSB Group PLC
      (Financial-Bank &
      Trust)                    5,738        70,870
    Logica PLC
      (Computer Services &
      Software)                10,932       369,361
    Misys PLC
      (Computer Services &
      Software)                 5,236        36,741
    National Westminster
      Bank PLC
      (Financial-Bank &
      Trust)                      580         9,801
    Rentokil Initial PLC
      (Environmental
      Services)               234,429     1,468,322
    Royal & Sun Alliance
      Insurance Group PLC
      (Insurance)                  79           724
    Schroders PLC
      (Financial-Bank &
      Trust)                      790        15,016
    Select Appointments
      Holdings PLC
      (Business Services)       8,341        72,637
    Select Appointments
      Holdings PLC [ADR]
      (Business Services)       3,470        58,990
    SEMA Group PLC
      (Computer Services &
      Software)                15,808       128,133
    Siebe PLC
      (Electronic Components
      & Equipment)             24,964       102,428
    SmithKline Beecham PLC
      (Pharmaceuticals)        53,259       666,273
    SmithKline Beecham PLC
      [ADR]
      (Pharmaceuticals)         3,685       234,919
    Tomkins PLC
      (Conglomerates)          18,357        85,003
    Vodafone Group PLC
      (Telecommunications)     34,075       456,525
    Williams PLC
      (Industrial Products)    75,798       473,166
    WPP Group PLC
      (Advertising)            71,312       354,697
                                        -----------
                                          8,466,889
                                        -----------
TOTAL FOREIGN STOCK
  (Cost $32,446,220)                     33,815,713
                                        -----------
</TABLE>



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

ASAF JANUS
OVERSEAS GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
<S>                            <C>      <C>
U.S. STOCK -- 2.3%
  PHARMACEUTICALS -- 1.9%
    Pharmacia & Upjohn, Inc.   16,265   $   861,028
                                        -----------
  TELECOMMUNICATIONS -- 0.4%
    Cellular Communications
      International, Inc.*        645        40,090
    Global TeleSystems
      Group, Inc.*              3,896       156,084
                                        -----------
                                            196,174
                                        -----------
TOTAL U.S. STOCK
  (Cost $972,934)                         1,057,202
                                        -----------
                                PAR
                               (000)
                              -------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 19.6%
    Federal Mortgage Corp.
      Disc. Notes
      5.40%, 11/02/98
  (Cost $8,798,680)            $8,800     8,798,680
                                        -----------

TOTAL INVESTMENTS -- 97.1%
(Cost $42,217,834)                       43,671,595
OTHER ASSETS LESS
  LIABILITIES -- 2.9%                     1,285,423
                                        -----------
NET ASSETS -- 100.0%                    $44,957,018
                                        ===========
</TABLE>

     -------------------------------------------------------
Foreign currency exchange contracts outstanding at October 31, 1998:

<TABLE>
<CAPTION>
                                                                    UNREALIZED
SETTLEMENT           CONTRACTS TO     IN EXCHANGE    CONTRACTS     APPRECIATION
MONTH        TYPE       RECEIVE           FOR        AT VALUE     (DEPRECIATION)
- --------------------------------------------------------------------------------
<S>          <C>    <C>               <C>           <C>             <C>
Nov-98       Buy    DEM     440,000   $   264,501   $   265,724     $   1,223
Dec-98       Buy    DEM   1,150,000       699,279       695,183        (4,096)
Nov-98       Buy    FRF     610,000       109,287       109,763           476
Nov-98       Buy    HKD     145,239        18,751        18,749            (2)
Nov-98       Buy    JPY  75,139,851       638,976       645,341         6,365
Dec-98       Buy    JPY  30,000,000       224,758       258,616        33,858
Apr-99       Buy    JPY   6,000,000        52,329        52,640           311
Nov-98       Buy    NLG     405,000       212,717       217,021         4,304
                                      -----------   -----------     ---------
                                      $ 2,220,598   $ 2,263,037     $  42,439
                                      ===========   ===========     =========
</TABLE>

<TABLE>
<CAPTION>
                                                                    UNREALIZED
SETTLEMENT           CONTRACTS TO     IN EXCHANGE    CONTRACTS     APPRECIATION
MONTH        TYPE       DELIVER           FOR        AT VALUE     (DEPRECIATION)
- --------------------------------------------------------------------------------
<S>          <C>    <C>               <C>           <C>             <C>
Nov-98       Sell   CHF     143,180   $    96,946   $   105,938     $  (8,992)
Apr-99       Sell   CHF     180,000       135,972       135,161           811
Nov-98       Sell   DEM   1,492,194       882,768       901,299       (18,531)
Dec-98       Sell   DEM   1,600,000       902,112       967,212       (65,100)
Nov-98       Sell   DKK          85            13            14            (1)
Nov-98       Sell   ESP  33,428,307       237,501       237,015           486
Nov-98       Sell   FIM         342            68            68             0
Nov-98       Sell   FRF     610,778       103,145       109,903        (6,758)
Nov-98       Sell   GBP     363,503       594,374       608,512       (14,138)
Apr-99       Sell   GBP   2,751,000     4,620,595     4,569,577        51,018
Nov-98       Sell   JPY  68,000,000       485,553       584,044       (98,491)
Dec-98       Sell   JPY  40,000,000       282,217       344,822       (62,605)
Feb-99       Sell   JPY 245,000,000     2,113,131     2,133,527       (20,396)
Apr-99       Sell   JPY  79,000,000       675,405       693,754       (18,349)
Nov-98       Sell   NLG   2,224,703     1,114,011     1,191,979       (77,968)
Dec-98       Sell   NLG     400,000       200,004       214,553       (14,549)
Nov-98       Sell   NOK      37,983         5,151         5,150             1
Apr-99       Sell   SEK   2,425,000       309,808       312,114        (2,306)
                                      -----------   -----------     ---------
                                      $12,758,774   $13,114,642     $(355,868)
                                      ===========   ===========     =========
</TABLE>

- -------------------------------------------------------
Unless otherwise noted, all stocks are common stock.
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing securities.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 0.5% of net assets.

See Notes to Financial Statements.




ASAF MARSICO
CAPITAL GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
COMMON STOCK -- 81.0%

  AEROSPACE -- 0.8%
    Gulfstream Aerospace
      Corp.*                  7,831    $    346,522
                                       ------------
  AIRLINES -- 5.9%
    Alaska Air Group, Inc.*  17,098         614,459
    Delta Air Lines, Inc.    11,968       1,263,372
    UAL Corp.*                9,092         590,412
                                       ------------
                                          2,468,243
                                       ------------
  AUTOMOBILE MANUFACTURERS -- 4.0%
    Ford Motor Co.           31,118       1,688,152
                                       ------------
  AUTOMOTIVE RENTAL -- 2.3%
    Hertz Corp. Cl-A         26,895         963,177
                                       ------------
  BEVERAGES -- 1.6%
    Anheuser-Busch
      Companies, Inc.         9,230         548,608
    Coca-Cola Enterprises,
      Inc.                    3,238         116,770
                                       ------------
                                            665,378
                                       ------------
  COMPUTER HARDWARE -- 6.4%
    Dell Computer Corp.*      6,237         409,303
    EMC Corp.*               34,107       2,195,638
    International Business
      Machines Corp.            447          66,352
                                       ------------
                                          2,671,293
                                       ------------
  COMPUTER SERVICES & SOFTWARE -- 10.2%
    America Online, Inc.*     9,177       1,166,053
    Cisco Systems, Inc.*     30,270       1,907,010
    Microsoft Corp.*         11,252       1,191,306
                                       ------------
                                          4,264,369
                                       ------------
  CONSTRUCTION -- 0.8%
    M.D.C. Holdings, Inc.    20,000         351,250
                                       ------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 0.8%
    General Electric Co.      3,675         321,562
                                       ------------
  ENTERTAINMENT & LEISURE -- 5.7%
    Carnival Corp. Cl-A      23,246         752,589
    Time Warner, Inc.        17,571       1,630,808
                                       ------------
                                          2,383,397
                                       ------------
  FINANCIAL -- BANK & TRUST -- 4.7%
    Northern Trust Corp.     13,571       1,000,861
    Norwest Corp.            21,108         784,954
    U.S. Bancorp              4,798         175,127
                                       ------------
                                          1,960,942
                                       ------------
  FINANCIAL SERVICES -- 11.7%
    Associates First
      Capital Corp. Cl-A     11,648         821,184
    Citigroup, Inc.          35,304       1,661,494
    Fannie Mae                7,338         519,622
    Merrill Lynch & Co.,
      Inc.                   21,198       1,255,983
    Newcourt Credit Group,
      Inc.                   20,228         664,995
                                       ------------
                                          4,923,278
                                       ------------
</TABLE>

<TABLE>
<CAPTION>
                             SHARES           VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                        <C>       <C>
  HEALTHCARE SERVICES -- 3.4%
    IMS Health, Inc.         10,184    $    677,236
    Schering-Plough Corp.     7,325         753,559
                                       ------------
                                          1,430,795
                                       ------------
  HOTELS & MOTELS -- 0.2%
    Four Seasons Hotels,
      Inc.                    3,143          72,289
                                       ------------
  PHARMACEUTICALS -- 9.0%
    Pfizer, Inc.             17,618       1,890,632
    Warner-Lambert Co.       23,774       1,863,287
                                       ------------
                                          3,753,919
                                       ------------
  RESTAURANTS -- 1.7%
    McDonald's Corp.         10,846         725,326
                                       ------------
  RETAIL & MERCHANDISING -- 5.6%
    Amazon.com, Inc.          8,746       1,105,822
    Home Depot, Inc.         28,212       1,227,222
                                       ------------
                                          2,333,044
                                       ------------
  TELECOMMUNICATIONS -- 6.1%
    Lucent Technologies,
      Inc.                   15,118       1,212,275
    MediaOne Group, Inc.*    31,263       1,322,816
                                       ------------
                                          2,535,091
                                       ------------
TOTAL COMMON STOCK
  (Cost $31,672,348)                     33,858,027
                                       ------------
                              PAR
                             (000)
                             ------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 23.7%
    Federal Home Loan Bank
      Disc. Notes
      5.40%, 11/02/98
  (Cost $9,898,515)          $9,900       9,898,515
                                       ------------
                             SHARES
                             ------
SHORT-TERM INVESTMENTS -- 0.2%
    Temporary Investment
      Cash Fund              35,542          35,542
    Temporary Investment
      Fund                   35,541          35,541
                                       ------------
  (Cost $71,083)                             71,083
                                       ------------
TOTAL INVESTMENTS -- 104.9%
  (Cost $41,641,946)                     43,827,625
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (4.9%)                 (2,039,057)
                                       ------------
NET ASSETS -- 100.0%                   $ 41,788,568
                                       ============
</TABLE>

- -------------------------------------------------------

* Non-income producing securities.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


ASAF NEUBERGER&BERMAN
MID-CAP GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES      VALUE
- ---------------------------------------------------
<S>                             <C>      <C>
COMMON STOCK -- 79.6%
  AIRLINES -- 3.0%
    US Airways Group, Inc.*     1,600    $   90,500
                                         ----------
  AUTOMOTIVE PARTS -- 2.7%
    Tower Automotive, Inc.*     3,600        80,100
                                         ----------
  AUTOMOTIVE RENTAL -- 2.5%
    Avis Rent A Car, Inc.*      3,700        75,388
                                         ----------
  BROADCASTING -- 3.6%
    Chancellor Media Corp.*     2,800       107,450
                                         ----------
  CLOTHING & APPAREL -- 2.9%
    Abercrombie & Fitch Co.
      Cl-A*                     2,200        87,312
                                         ----------
  COMPUTER SERVICES & SOFTWARE -- 14.7%
    BMC Software, Inc.*         1,700        81,706
    Compuware Corp.*            1,700        92,119
    Edwards, (J.D.) & Co.*      2,900        94,975
    Infoseek Corp.*             2,700        79,819
    Network Associates,
      Inc.*                     2,100        89,250
                                         ----------
                                            437,869
                                         ----------
  CONSUMER PRODUCTS & SERVICES --0.4%
    Safeskin Corp.*               600        13,276
                                         ----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 5.7%
    Altera Corp.*               2,100        87,412
    Sanmina Corp.*              2,000        82,000
                                         ----------
                                            169,412
                                         ----------
  ENVIRONMENTAL SERVICES -- 4.0%
    Republic Services, Inc.
      Cl-A*                     5,400       118,125
                                         ----------
  FINANCIAL SERVICES -- 3.3%
    Donaldson, Lufkin &
      Jenrette, Inc.              300        10,725
    FINOVA Group, Inc.          1,800        87,750
                                         ----------
                                             98,475
                                         ----------
  FOOD -- 2.3%
    Suiza Foods Corp.*          2,100        68,510
                                         ----------
  FURNITURE -- 3.0%
    Furniture Brands
      International, Inc.*      4,200        90,300
                                         ----------
  HEALTHCARE SERVICES --8.6%
    Alternative Living
      Services, Inc.*           4,400       114,950
    Omnicare, Inc.              2,300        79,494
    Quintiles Transnational
      Corp.*                    1,400        63,350
                                         ----------
                                            257,794
                                         ----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES      VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                           <C>      <C>
  MEDICAL SUPPLIES &
    EQUIPMENT -- 2.3%
    STERIS Corp.*               3,000    $   69,000
                                         ----------
  OFFICE EQUIPMENT -- 2.6%
    Staples, Inc.*              2,400        78,300
                                         ----------
  PHARMACEUTICALS -- 2.2%
    Elan Corp. PLC [ADR]*         950        66,559
                                         ----------
  RESTAURANTS -- 2.9%
    Brinker International,
      Inc.*                     3,600        87,075
                                         ----------
  RETAIL & MERCHANDISING -- 5.6%
    Costco Companies, Inc.*     1,600        90,800
    TJX Companies, Inc.         4,100        77,644
                                         ----------
                                            168,444
                                         ----------
  TELECOMMUNICATIONS -- 7.3%
    Ascend Communications,
      Inc.*                     1,500        72,375
    Intermedia
      Communications, Inc.*     3,300        61,050
    RSL Communications Ltd.
      Cl-A*                     3,700        83,250
                                         ----------
                                            216,675
                                         ----------
TOTAL COMMON STOCK
  (Cost $2,153,517)                       2,380,564
                                         ----------
SHORT-TERM INVESTMENTS -- 9.6%
    Temporary Investment
      Cash Fund               143,019       143,019
    Temporary Investment
      Fund                    143,020       143,020
                                         ----------
  (Cost $286,039)                           286,039
                                         ----------
TOTAL INVESTMENTS -- 89.2%
  (Cost $2,439,556)                       2,666,603
OTHER ASSETS LESS
  LIABILITIES -- 10.8%                      323,785
                                         ----------
NET ASSETS -- 100.0%                     $2,990,388
                                         ==========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing securities.

See Notes to Financial Statements.




ASAF NEUBERGER&BERMAN
MID-CAP VALUE FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
<S>                             <C>      <C>
COMMON STOCK -- 77.1%
  AEROSPACE -- 1.5%
    Northrop Grumman Corp.        300    $   23,925
    Raytheon Co. Cl-A             600        33,600
                                         ----------
                                             57,525
                                         ----------
  AIRLINES -- 0.7%
    Continental Airlines,
      Inc. Cl-B*                  700        27,737
                                         ----------
  AUTOMOTIVE PARTS -- 2.2%
    Autozone, Inc.*               400        10,525
    Goodyear Tire & Rubber
      Co.                         500        26,937
    Lear Corp.*                   600        19,275
    LucasVarity PLC [ADR]         900        31,500
                                         ----------
                                             88,237
                                         ----------
  BEVERAGES -- 1.1%
    Anheuser-Busch
      Companies, Inc.             700        41,606
                                         ----------
  BROADCASTING -- 0.8%
    Scripps, (E.W.) Co. Cl-A      700        30,975
                                         ----------
  BUILDING MATERIALS -- 0.5%
    USG Corp.*                    400        19,075
                                         ----------
  CHEMICALS -- 2.2%
    Cabot Corp.                   800        22,450
    Morton International,
      Inc.                        900        22,388
    Praxair, Inc.               1,000        40,250
                                         ----------
                                             85,088
                                         ----------
  COMPUTER HARDWARE -- 1.6%
    Hewlett-Packard Co.           500        30,094
    Quantum Corp.*              1,800        31,500
                                         ----------
                                             61,594
                                         ----------
  COMPUTER SERVICES & SOFTWARE -- 1.1%
    Computer Associates
      International, Inc.       1,100        43,312
                                         ----------
  CONGLOMERATES -- 0.9%
    Philip Morris Companies,
      Inc.                        700        35,788
                                         ----------
  CONSUMER PRODUCTS & SERVICES -- 0.8%
    Raychem Corp.               1,000        30,563
                                         ----------
  CONTAINERS & PACKAGING -- 1.6%
    Crown Cork & Seal Co.,
      Inc.                      1,000        31,875
    Owens-Illinois, Inc.*       1,000        30,563
                                         ----------
                                             62,438
                                         ----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 2.0%
    Teradyne, Inc.*               500        16,250
    Texas Instruments, Inc.     1,000        63,938
                                         ----------
                                             80,188
                                         ----------
  ENTERTAINMENT & LEISURE -- 0.7%
    Mirage Resorts, Inc.*       1,600        27,100
                                         ----------
  ENVIRONMENTAL SERVICES -- 0.7%
    Waste Management, Inc.        600        27,075
                                         ----------
</TABLE>

<TABLE>
<CAPTION>
                               SHARES         VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                           <C>      <C>
  FINANCIAL -- BANK & TRUST -- 5.9%
    Banc One Corp.              1,800    $   87,975
    Chase Manhattan Corp.       1,100        62,494
    Countrywide Credit
      Industries, Inc.          1,800        77,737
                                         ----------
                                            228,206
                                         ----------
  FINANCIAL SERVICES -- 5.1%
    Associates First Capital
      Corp. Cl-A                  500        35,250
    Citigroup, Inc.               800        37,650
    Morgan Stanley, Dean
      Witter & Co.                400        25,900
    SLM Holding Corp            2,500       100,155
                                         ----------
                                            198,955
                                         ----------
  FOOD -- 3.2%
    ConAgra, Inc.               2,100        63,919
    Nabisco Holdings Corp.
      Cl-A                      1,600        60,400
                                         ----------
                                            124,319
                                         ----------
  HEALTHCARE SERVICES --1.4%
    Tenet Healthcare Corp.*     1,900        53,081
                                         ----------
  HOTELS & MOTELS -- 1.0%
    Host Marriott Corp.*        2,800        40,600
                                         ----------
  INSURANCE -- 8.7%
    Ace, Ltd.                   1,200        40,650
    Aetna, Inc.                   700        52,237
    Allstate Corp.              1,100        47,369
    AON Corp.                     700        43,400
    CIGNA Corp.                   900        65,644
    EXEL Ltd.                     700        53,506
    Orion Capital Corp.           600        20,513
    The Hartford Financial
      Services Group, Inc.        300        15,935
                                         ----------
                                            339,254
                                         ----------
  MACHINERY & EQUIPMENT -- 1.3%
    McDermott International,
      Inc.                      1,400        41,038
    Smith International,
      Inc.*                       300        10,781
                                         ----------
                                             51,819
                                         ----------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.7%
    Baxter International,
      Inc.                      1,100        65,931
                                         ----------
  METALS & MINING -- 0.7%
    AK Steel Holding Corp.      1,500        25,969
                                         ----------
  OFFICE EQUIPMENT -- 1.2%
    Xerox Corp.                   500        48,438
                                         ----------
  OIL & GAS -- 3.8%
    Chevron Corp.                 500        40,750
    Coastal Corp.                 400        14,100
    Cooper Cameron Corp.*         400        13,900
    Noble Affiliates, Inc.        700        22,925
    Tosco Corp.                   500        14,031
    Transocean Offshore,
      Inc.                        400        14,775
    Unocal Corp.                  800        27,150
                                         ----------
                                            147,631
                                         ----------
</TABLE>



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

ASAF NEUBERGER&BERMAN
MID-CAP VALUE FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                               SHARES         VALUE
- ---------------------------------------------------
<S>                             <C>      <C>
PAPER & FOREST PRODUCTS -- 1.9%
    Bowater, Inc.                 300    $   12,244
    Kimberly-Clark Corp.        1,000        48,250
    Mead Corp.                    400        12,650
                                         ----------
                                             73,144
                                         ----------
  PHARMACEUTICALS -- 3.0%
    ALZA Corp.*                   800        38,300
    American Home Products
      Corp.                       800        39,000
    Biogen, Inc.*                 600        41,700
                                         ----------
                                            119,000
                                         ----------
  PRINTING & PUBLISHING -- 0.5%
    New York Times Co. Cl-A       700        19,775
                                         ----------
  REAL ESTATE -- 0.7%
    Indymac Mortgage
      Holdings, Inc. [REIT]     2,500        27,344
                                         ----------
  RESTAURANTS -- 1.9%
    McDonald's Corp.              300        20,063
    Tricon Global
      Restaurants, Inc.         1,200        52,200
                                         ----------
                                             72,263
                                         ----------
  RETAIL & MERCHANDISING -- 2.1%
    Harcourt General, Inc.        900        43,819
    Meyer, (Fred), Inc.*          700        37,319
                                         ----------
                                             81,138
                                         ----------
  SEMICONDUCTORS -- 0.7%
    Motorola, Inc.                500        26,000
                                         ----------
  TELECOMMUNICATIONS -- 7.2%
    Bell Atlantic Corp.         1,000        53,125
    Loral Space &
      Communications Corp.*     1,700        32,194
    MCI WorldCom, Inc.*         1,400        77,350
    McLeodUSA, Inc. Cl-A*         400        14,625
    NEXTLINK Communications,
      Inc. Cl-A*                  300         7,688
    SBC Communications, Inc.    1,300        60,206
    Williams Companies, Inc.    1,300        35,669
                                         ----------
                                            280,857
                                         ----------
  UTILITIES -- 6.7%
    Edison International Co.    1,200        31,650
    GPU, Inc.                     400        17,250
    Illinova Corp.              1,500        37,969
    K N Energy, Inc.              200         9,937
    Niagara Mohawk Power
      Corp.*                    3,500        51,187
    PG&E Corp.                    900        27,394
    Texas Utilities Co.         1,200        52,500
    Unicom Corp.                  900        33,919
                                         ----------
                                            261,806
                                         ----------
TOTAL COMMON STOCK
  (Cost $2,923,270)                       3,003,831
                                         ----------
- ---------------------------------------------------
                                  PAR
                                (000)         VALUE
- ---------------------------------------------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 10.3%
    Federal Home Loan Mtge.
      Corp. Disc. Notes
      5.11%, 11/12/98
  (Cost $399,375)             $   400    $  399,375
                                         ----------
                              SHARES
                              -------
SHORT-TERM INVESTMENTS -- 9.4%
    Temporary Investment
      Cash Fund               182,803       182,803
    Temporary Investment
      Fund                    182,801       182,801
                                         ----------
  (Cost $365,604)                           365,604
                                         ----------
TOTAL INVESTMENTS -- 96.8%
  (Cost $3,688,249)                       3,768,810
OTHER ASSETS LESS
  LIABILITIES -- 3.2%                       125,740
                                         ----------
NET ASSETS -- 100.0%                     $3,894,550
                                         ==========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing securities.

DEFINITION OF ABBREVIATIONS
                         -------------------------------------------------------
THE FOLLOWING ABBREVIATIONS ARE USED THROUGHOUT THE SCHEDULES OF INVESTMENTS:

SECURITY DESCRIPTIONS:

<TABLE>
<S>   <C>  <C>
ADR   --   American Depositary Receipt
CVT   --   Convertible Security
GDR   --   Global Depositary Receipt
PIK   --   Payment in Kind Security
REIT  --   Real Estate Investment Trust
STEP  --   Stepped Coupon Bond (Rates shown are the
           effective yields at purchase date.)
TBA   --   To be Announced Security
COUNTRIES/CURRENCIES:
CHF   --   Switzerland/Swiss Franc
DEM   --   Germany/German Deutschemark
DKK   --   Denmark/Danish Krone
ESP   --   Spain/Spanish Peseta
FIM   --   Finland/Finnish Markka
FRF   --   France/French Franc
GBP   --   United Kingdom/British Pound
HKD   --   Hong Kong/Hong Kong Dollar
JPY   --   Japan/Japanese Yen
NLG   --   Netherlands/Netherland Guilder
NOK   --   Norway/Norwegian Krone
SEK   --   Sweden/Swedish Krona
</TABLE>

See Notes to Financial Statements.



                     [This page intentionally left blank.]



OCTOBER 31, 1998

STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     ASAF FOUNDERS
                                     INTERNATIONAL    ASAF FOUNDERS    ASAF T. ROWE      ASAF AMERICAN          ASAF
                                         SMALL            SMALL         PRICE SMALL    CENTURY STRATEGIC      FEDERATED
                                     CAPITALIZATION   CAPITALIZATION   COMPANY VALUE       BALANCED        HIGH YIELD BOND
                                          FUND             FUND            FUND              FUND               FUND
                                     --------------   --------------   -------------   -----------------   ---------------
<S>                                    <C>             <C>              <C>               <C>                <C>
ASSETS:
  Investments in Securities at
    Value (A)                          $3,975,172      $10,396,617      $41,176,264       $21,496,816        $46,863,279
  Cash                                  1,496,718               --               --                --                 --
  Foreign Currency                             --               --               --                --                 --
  Receivable For:
    Securities Sold                         7,796           20,260               --                --             62,119
    Dividends and Interest                  8,023              175           22,367           113,391            875,333
    Fund Shares Sold                       30,638          260,671          877,382           377,880            983,070
  Unrealized Appreciation on
    Foreign Currency Exchange
    Contracts                                  --               --               --                --                 --
  Receivable from Investment
    Manager                                12,349           19,086           16,714            11,507             35,613
  Deferred Organization Costs              51,709           51,709           51,709            51,709             51,709
  Prepaid Expenses                         22,616           21,955           27,361            23,833             20,950
                                       ----------      -----------      -----------       -----------        -----------
      Total Assets                      5,605,021       10,770,473       42,171,797        22,075,136         48,892,073
                                       ----------      -----------      -----------       -----------        -----------
LIABILITIES:
  Cash Overdraft                               --              349               --                --            143,136
  Payable to Investment Manager                --               --               --                --                 --
  Unrealized Depreciation on
    Foreign Currency Exchange
    Contracts                                   7               --               --                --                 --
  Payable For:
    Securities Purchased                       --           50,669          934,694                --          2,819,113
    Fund Shares Redeemed                    5,519              186          106,409             2,587            180,207
    Distribution Fees                       6,742           11,094           44,655            25,025             56,102
    Accrued Expenses and Other
      Liabilities                          43,876           47,075           81,185            50,583             85,113
                                       ----------      -----------      -----------       -----------        -----------
      Total Liabilities                    56,144          109,373        1,166,943            78,195          3,283,671
                                       ----------      -----------      -----------       -----------        -----------
NET ASSETS                             $5,548,877      $10,661,100      $41,004,854       $21,996,941        $45,608,402
                                       ==========      ===========      ===========       ===========        ===========
COMPONENTS OF NET ASSETS
Capital Stock                          $      539      $     1,176      $     4,654       $     2,024        $     4,860
Additional Paid-In Capital              5,805,051       11,472,082       46,905,426        21,723,747         48,605,814
Undistributed Net Investment Income            --               --               --            46,132                 --
Accumulated Net Realized Gain
  (Loss) on Investments                  (191,346)        (860,753)        (373,287)       (1,208,862)           (21,802)
Net Unrealized Appreciation
  (Depreciation) on Investments           (65,367)          48,595       (5,531,939)        1,433,900         (2,980,470)
                                       ----------      -----------      -----------       -----------        -----------
NET ASSETS                             $5,548,877      $10,661,100      $41,004,854       $21,996,941        $45,608,402
                                       ==========      ===========      ===========       ===========        ===========
(A) Investments at Cost                $4,040,674      $10,348,022      $46,708,203       $20,062,916        $49,843,749
                                       ==========      ===========      ===========       ===========        ===========
</TABLE>

See Notes to Financial Statements.



- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     ASAF FOUNDERS
                                     INTERNATIONAL    ASAF FOUNDERS    ASAF T. ROWE      ASAF AMERICAN          ASAF
                                         SMALL            SMALL         PRICE SMALL    CENTURY STRATEGIC      FEDERATED
                                     CAPITALIZATION   CAPITALIZATION   COMPANY VALUE       BALANCED        HIGH YIELD BOND
                                          FUND             FUND            FUND              FUND               FUND
                                     --------------   --------------   -------------   -----------------   ---------------
<S>                                    <C>              <C>             <C>               <C>                <C>
NET ASSET VALUE:
  Class A: Net Assets                  $  885,530       $1,801,455      $ 7,154,998       $3,359,381         $ 6,978,841
                                       ----------       ----------      -----------       ----------         -----------
          Shares Outstanding               86,245          197,843          808,458          308,536             743,839
                                       ----------       ----------      -----------       ----------         -----------
          Net Asset Value and
            Redemption Price
            Per Share                  $    10.27       $     9.11      $      8.85       $    10.89         $      9.38
                                       ==========       ==========      ===========       ==========         ===========
            Divided by
              (1 - Maximum
               Sales Charge)                   95%              95%              95%              95%             95 3/4%
                                       ----------       ----------      -----------       ----------         -----------
          Offering Price
            Per Share*                 $    10.81       $     9.59      $      9.32       $    11.46         $      9.80
                                       ==========       ==========      ===========       ==========         ===========
  Class B: Net Assets                  $1,387,391       $2,685,125      $13,184,276       $8,272,089         $20,494,733
                                       ----------       ----------      -----------       ----------         -----------
          Shares Outstanding              135,615          296,943        1,497,904          761,455           2,183,386
                                       ----------       ----------      -----------       ----------         -----------
          Net Asset Value,
            Offering and Redemption
            Price Per Share            $    10.23       $     9.04      $      8.80       $    10.86         $      9.39
                                       ==========       ==========      ===========       ==========         ===========
  Class C: Net Assets                  $  871,996       $2,089,816      $ 8,297,580       $3,202,083         $ 5,732,235
                                       ----------       ----------      -----------       ----------         -----------
          Shares Outstanding               85,342          230,681          942,398          294,663             610,846
                                       ----------       ----------      -----------       ----------         -----------
          Net Asset Value,
            Offering and Redemption
            Price Per Share            $    10.22       $     9.06      $      8.80       $    10.87         $      9.38
                                       ==========       ==========      ===========       ==========         ===========
  Class X: Net Assets                  $2,403,960       $4,084,704      $12,368,000       $7,163,388         $12,402,593
                                       ----------       ----------      -----------       ----------         -----------
          Shares Outstanding              235,388          450,857        1,405,649          660,064           1,321,511
                                       ----------       ----------      -----------       ----------         -----------
          Net Asset Value,
            Offering and Redemption
            Price Per Share            $    10.21       $     9.06      $      8.80       $    10.85         $      9.39
                                       ==========       ==========      ===========       ==========         ===========
</TABLE>

* On sales of $50,000 or more, the offering price of Class A shares is reduced.

See Notes to Financial Statements.


                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

OCTOBER 31, 1998

STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            ASAF                                                    ASAF         ASAF
                                          ROBERTSON     ASAF LORD                     ASAF       NEUBERGER&   NEUBERGER&
                                          STEPHENS       ABBETT      ASAF JANUS      MARSICO       BERMAN       BERMAN
                                           VALUE +     GROWTH AND     OVERSEAS       CAPITAL      MID-CAP      MID-CAP
                                           GROWTH        INCOME        GROWTH        GROWTH        GROWTH       VALUE
                                            FUND          FUND          FUND          FUND          FUND         FUND
                                         -----------   -----------   -----------   -----------   ----------   ----------
<S>                                      <C>           <C>           <C>           <C>           <C>          <C>
ASSETS:
  Investments in Securities at Value
    (A)                                  $19,944,749   $33,640,141   $43,671,595   $43,827,625   $2,666,603   $3,768,810
  Cash                                            --           --         91,209            --          --        13,959
  Foreign Currency                                --           --             57            --          --            --
  Receivable For:
    Securities Sold                           99,032       28,667        391,321       591,934          --        10,365
    Dividends and Interest                     5,393       57,313         27,555        26,894         652         1,724
    Fund Shares Sold                         229,362      382,252      1,436,400     3,402,781     328,372       441,666
  Unrealized Appreciation on Foreign
    Currency Exchange Contracts                   --           --         98,853            --          --            --
  Receivable from Investment Manager          14,892       13,126         30,236            --          --            --
  Deferred Organization Costs                     --           --             --            --          --            --
  Prepaid Expenses                            30,602       28,903         32,757        78,959      34,487        35,519
                                         -----------   -----------   -----------   -----------   ----------   ----------
      Total Assets                        20,324,030   34,150,402     45,779,983    47,928,193   3,030,114     4,272,043
                                         -----------   -----------   -----------   -----------   ----------   ----------
LIABILITIES:
  Cash Overdraft                             150,397           --             --            --          --            --
  Payable to Investment Manager                   --           --             --         5,150         714         1,948
  Unrealized Depreciation on Foreign
    Currency Exchange Contracts                   --           --        412,282            --          --            --
  Payable For:
    Securities Purchased                     322,271    1,427,606        173,226     5,687,129      23,389       359,490
    Fund Shares Redeemed                     107,557        6,911        117,182       343,469          --            --
    Distribution Fees                         23,776       36,587         45,737        30,643       1,640         2,249
    Accrued Expenses and Other
      Liabilities                             48,907       28,070         74,538        73,234      13,983        13,806
                                         -----------   -----------   -----------   -----------   ----------   ----------
      Total Liabilities                      652,908    1,499,174        822,965     6,139,625      39,726       377,493
                                         -----------   -----------   -----------   -----------   ----------   ----------
NET ASSETS                               $19,671,122   $32,651,228   $44,957,018   $41,788,568   $2,990,388   $3,894,550
                                         ===========   ===========   ===========   ===========   ==========   ==========
COMPONENTS OF NET ASSETS
Capital Stock                            $     1,887   $    3,103    $     4,274   $     4,131   $     254    $      381
Additional Paid-In Capital                20,562,552   32,882,932     46,340,319    40,534,338   2,670,464     3,810,659
Undistributed Net Investment Income               --       16,307             --        14,303          --         1,431
Accumulated Net Realized Gain (Loss) on
  Investments                             (2,156,987)  (1,190,045)    (2,527,854)     (949,883)     92,623         1,518
Net Unrealized Appreciation
  (Depreciation) on Investments            1,263,670      938,931      1,140,279     2,185,679     227,047        80,561
                                         -----------   -----------   -----------   -----------   ----------   ----------
NET ASSETS                               $19,671,122   $32,651,228   $44,957,018   $41,788,568   $2,990,388   $3,894,550
                                         ===========   ===========   ===========   ===========   ==========   ==========
(A) Investments at Cost                  $18,681,079   $32,701,210   $42,217,834   $41,641,946   $2,439,556   $3,688,249
                                         ===========   ===========   ===========   ===========   ==========   ==========
</TABLE>

See Notes to Financial Statements.


- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                               ASAF                                                   ASAF         ASAF
                                            ROBERTSON     ASAF LORD                     ASAF       NEUBERGER&   NEUBERGER&
                                             STEPHENS      ABBETT      ASAF JANUS      MARSICO       BERMAN       BERMAN
                                             VALUE +     GROWTH AND     OVERSEAS       CAPITAL      MID-CAP      MID-CAP
                                              GROWTH       INCOME        GROWTH        GROWTH        GROWTH       VALUE
                                               FUND         FUND          FUND          FUND          FUND         FUND
                                            ----------   -----------   -----------   -----------   ----------   ----------
<S>                                         <C>          <C>           <C>           <C>           <C>          <C>
NET ASSET VALUE:
  Class A: Net Assets                       $2,690,074   $5,572,270    $ 8,812,591   $ 7,036,624    $587,459    $  716,522
                                            ----------   -----------   -----------   -----------    --------    ----------
          Shares Outstanding                   257,568      529,739        835,097       694,975      49,762        70,023
                                            ----------   -----------   -----------   -----------    --------    ----------
          Net Asset Value and
            Redemption Price
            Per Share                       $    10.44   $    10.52    $     10.55   $     10.13    $  11.81    $    10.23
                                            ==========   ===========   ===========   ===========    ========    ==========
            Divided by
              (1 - Maximum
               Sales Charge)                        95%          95%            95%           95%         95%           95%
                                            ----------   -----------   -----------   -----------    --------    ----------
          Offering Price
            Per Share*                      $    10.99   $    11.07    $     11.11   $     10.66    $  12.43    $    10.77
                                            ==========   ===========   ===========   ===========    ========    ==========
  Class B: Net Assets                       $7,468,028   $10,710,275   $15,338,901   $17,994,036    $991,231    $1,885,549
                                            ----------   -----------   -----------   -----------    --------    ----------
          Shares Outstanding                   715,912    1,017,238      1,459,790     1,778,634      84,106       184,421
                                            ----------   -----------   -----------   -----------    --------    ----------
          Net Asset Value,
            Offering and Redemption
            Price Per Share                 $    10.43   $    10.53    $     10.51   $     10.12    $  11.79    $    10.22
                                            ==========   ===========   ===========   ===========    ========    ==========
  Class C: Net Assets                       $2,634,489   $5,018,776    $ 9,579,952   $11,012,325    $903,060    $  997,368
                                            ----------   -----------   -----------   -----------    --------    ----------
          Shares Outstanding                   253,397      477,471        910,654     1,089,030      76,609        97,591
                                            ----------   -----------   -----------   -----------    --------    ----------
          Net Asset Value,
            Offering and Redemption
            Price Per Share                 $    10.40   $    10.51    $     10.52   $     10.11    $  11.79    $    10.22
                                            ==========   ===========   ===========   ===========    ========    ==========
  Class X: Net Assets                       $6,878,531   $11,349,907   $11,225,574   $ 5,745,583    $508,638    $  295,111
                                            ----------   -----------   -----------   -----------    --------    ----------
          Shares Outstanding                   660,802    1,079,046      1,069,006       568,365      43,133        28,876
                                            ----------   -----------   -----------   -----------    --------    ----------
          Net Asset Value,
            Offering and Redemption
            Price Per Share                 $    10.41   $    10.52    $     10.50   $     10.11    $  11.79    $    10.22
                                            ==========   ===========   ===========   ===========    ========    ==========
</TABLE>

* On sales of $50,000 or more, the offering price of Class A shares is reduced.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

OCTOBER 31, 1998

STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                      ASAF            ASAF          ASAF          ASAF          ASAF
                                                  T. ROWE PRICE      JANUS         INVESCO        TOTAL          JPM
                                                  INTERNATIONAL     CAPITAL        EQUITY        RETURN         MONEY
                                                     EQUITY          GROWTH        INCOME         BOND         MARKET
                                                      FUND            FUND          FUND          FUND          FUND
                                                  -------------   ------------   -----------   -----------   -----------
<S>                                               <C>             <C>            <C>           <C>           <C>
ASSETS:
  Investments in corresponding Portfolios of
    American Skandia Master Trust (A)              $12,386,037    $139,512,761   $53,634,206   $44,428,282   $43,343,103
  Receivable for Investments Sold in
    Corresponding Portfolios of American Skandia
    Master Trust                                        35,992         189,274       44,511       142,182        973,095
  Receivable for Fund Shares Sold                      105,054       4,167,035    1,078,236     2,072,663        720,436
  Receivable from Investment Manager                    32,150          76,877       42,554        29,818         28,504
  Deferred Organization Costs                           51,650          51,651       51,652        51,651         51,650
  Prepaid Expenses                                      19,884          24,269       21,553        21,466         21,507
                                                   -----------    ------------   -----------   -----------   -----------
      Total Assets                                  12,630,767     144,021,867   54,872,712    46,746,062     45,138,295
                                                   -----------    ------------   -----------   -----------   -----------
LIABILITIES:
  Payable for Investments Purchased in
    Corresponding Portfolios of American Skandia
    Master Trust                                       105,054       4,167,035    1,078,236     2,072,663        720,436
  Payable For:
    Fund Shares Redeemed                                35,992         189,274       44,511       142,182        973,095
    Distribution Fees                                   14,712         147,089       61,480        46,079         52,444
    Accrued Expenses and Other Liabilities              46,291          93,360       74,309        44,932         38,265
    Accrued Dividends                                       --              --           --       144,004             --
                                                   -----------    ------------   -----------   -----------   -----------
      Total Liabilities                                202,049       4,596,758    1,258,536     2,449,860      1,784,240
                                                   -----------    ------------   -----------   -----------   -----------
NET ASSETS                                         $12,428,718    $139,425,109   $53,614,176   $44,296,202   $43,354,055
                                                   ===========    ============   ===========   ===========   ===========
COMPONENTS OF NET ASSETS
Capital Stock                                      $     1,295    $     10,628   $    4,556    $    3,827    $    43,355
Additional Paid-In Capital                          12,538,472     130,168,687   51,897,732    43,673,920     43,311,366
Undistributed Net Investment Income                         --              --      192,820            --             --
Accumulated Net Realized Gain (Loss) on
  Investments                                          (71,356)     (4,984,010)    (530,360)      371,332           (666)
Net Unrealized Appreciation (Depreciation) on
  Investments                                          (39,693)     14,229,804    2,049,428       247,123             --
                                                   -----------    ------------   -----------   -----------   -----------
NET ASSETS                                         $12,428,718    $139,425,109   $53,614,176   $44,296,202   $43,354,055
                                                   ===========    ============   ===========   ===========   ===========
(A) Investments at Cost                            $12,425,730    $125,282,957   $51,584,778   $44,181,159   $43,343,103
                                                   ===========    ============   ===========   ===========   ===========
</TABLE>

See Notes to Financial Statements.



- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                       ASAF           ASAF          ASAF          ASAF          ASAF
                                                   T. ROWE PRICE      JANUS        INVESCO        TOTAL          JPM
                                                   INTERNATIONAL     CAPITAL       EQUITY        RETURN         MONEY
                                                      EQUITY         GROWTH        INCOME         BOND         MARKET
                                                       FUND           FUND          FUND          FUND          FUND
                                                   -------------   -----------   -----------   -----------   -----------
<S>                                                <C>             <C>           <C>           <C>           <C>
NET ASSET VALUE:
  Class A: Net Assets                               $1,684,636     $24,557,550   $8,911,279    $6,034,304    $ 7,371,775
                                                    ----------     -----------   -----------   -----------   -----------
          Shares Outstanding                           179,443       1,704,063      758,150       559,198      7,371,833
                                                    ----------     -----------   -----------   -----------   -----------
          Net Asset Value and Redemption Price
            Per Share                               $     9.39     $     14.41   $    11.75    $    10.79    $      1.00
                                                    ==========     ===========   ===========   ===========   ===========
            Divided by
              (1 -- Maximum
               Sales Charge)                                95%             95%          95%       95 3/4%           100%
                                                    ----------     -----------   -----------   -----------   -----------
          Offering Price
            Per Share*                              $     9.88     $     15.17   $    12.37    $    11.27    $      1.00
                                                    ==========     ===========   ===========   ===========   ===========
  Class B: Net Assets                               $3,317,444     $56,582,033   $18,045,555   $17,821,072   $16,553,642
                                                    ----------     -----------   -----------   -----------   -----------
          Shares Outstanding                           346,037       4,395,488    1,533,134     1,669,222     16,553,845
                                                    ----------     -----------   -----------   -----------   -----------
          Net Asset Value, Offering and
            Redemption Price Per Share              $     9.59     $     12.87   $    11.77    $    10.68    $      1.00
                                                    ==========     ===========   ===========   ===========   ===========
  Class C: Net Assets                               $2,282,265     $21,710,176   $8,361,589    $8,743,037    $ 6,895,453
                                                    ----------     -----------   -----------   -----------   -----------
          Shares Outstanding                           238,419       1,689,074      710,447       819,152      6,895,497
                                                    ----------     -----------   -----------   -----------   -----------
          Net Asset Value, Offering and
            Redemption Price Per Share              $     9.57     $     12.85   $    11.77    $    10.67    $      1.00
                                                    ==========     ===========   ===========   ===========   ===========
  Class X: Net Assets                               $5,144,373     $36,575,350   $18,295,753   $11,697,789   $12,533,185
                                                    ----------     -----------   -----------   -----------   -----------
          Shares Outstanding                           535,475       2,839,433    1,555,452     1,094,712     12,533,546
                                                    ----------     -----------   -----------   -----------   -----------
          Net Asset Value, Offering and
            Redemption Price Per Share              $     9.61     $     12.88   $    11.76    $    10.69    $      1.00
                                                    ==========     ===========   ===========   ===========   ===========
</TABLE>

* The offering price of Class A shares is reduced on sales of $50,000 or more,
with the exception of the Money Market Fund.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

FOR THE YEAR ENDED OCTOBER 31, 1998

STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    ASAF FOUNDERS         ASAF            ASAF              ASAF
                                    INTERNATIONAL       FOUNDERS         T. ROWE          AMERICAN             ASAF
                                        SMALL            SMALL         PRICE SMALL    CENTURY STRATEGIC      FEDERATED
                                    CAPITALIZATION   CAPITALIZATION   COMPANY VALUE       BALANCED        HIGH YIELD BOND
                                         FUND             FUND            FUND              FUND               FUND
                                    --------------   --------------   -------------   -----------------   ---------------
<S>                                   <C>              <C>             <C>               <C>                <C>
INVESTMENT INCOME:
  Interest                            $  36,357        $  48,863       $   132,607       $   229,222        $ 1,877,965
  Dividends                              23,666            2,148           275,526            32,581             20,247
  Foreign Taxes Withheld                 (1,991)              --              (170)               --                 --
                                      ---------        ---------       -----------       -----------        -----------
      Total Investment Income            58,032           51,011           407,963           261,803          1,898,212
                                      ---------        ---------       -----------       -----------        -----------
EXPENSES:
  Advisory Fees                          34,725           46,399           210,033            81,420            148,821
  Shareholder Servicing Fees            107,613          119,116           212,901           117,186            148,079
  Administration and Accounting
    Fees                                 53,627           53,627            53,627            53,627             58,252
  Custodian Fees                         20,175           15,000            53,977            15,555              9,300
  Distribution Fees -- Class A            2,442            5,113            17,837             7,594             15,554
  Distribution Fees -- Class B            8,755           14,241            71,355            30,662             92,017
  Distribution Fees -- Class C            4,773            7,496            34,459            14,102             29,755
  Distribution Fees -- Class X           13,156           19,591            68,546            30,515             59,722
  Professional Fees                       3,623            5,963            23,536             8,063             23,093
  Organization Costs                     12,905           12,905            12,905            12,905             12,905
  Directors' Fees                         1,172            1,916             7,778             3,112              7,404
  Registration Fees                      35,197           39,127            53,772            42,516             57,817
  Miscellaneous Expenses                  5,092            2,892             3,426               406             34,279
                                      ---------        ---------       -----------       -----------        -----------
      Total Expenses                    303,255          343,386           824,152           417,663            696,998
      Less: Reimbursement of
             Expenses by
             Investment Manager        (223,621)        (235,079)         (369,413)         (235,278)          (287,349)
           Waiver of fees by
             Investment Manager              --               --                --                --                 --
                                      ---------        ---------       -----------       -----------        -----------
      Net Expenses                       79,634          108,307           454,739           182,385            409,649
                                      ---------        ---------       -----------       -----------        -----------
Net Investment Income (Loss)            (21,602)         (57,296)          (46,776)           79,418          1,488,563
                                      ---------        ---------       -----------       -----------        -----------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net Realized Gain (Loss) on:
    Securities                         (191,059)        (860,753)         (126,469)       (1,207,852)           (17,619)
    Futures Contracts                        --               --          (246,781)               --                 --
    Foreign Currency Transactions       (12,031)              --                (3)               --                 --
                                      ---------        ---------       -----------       -----------        -----------
  Net Realized Gain (Loss)             (203,090)        (860,753)         (373,253)       (1,207,852)           (17,619)
                                      ---------        ---------       -----------       -----------        -----------
  Net Change in Unrealized
    Appreciation (Depreciation)
    on:
    Securities                          (55,420)          50,611        (5,500,322)        1,441,116         (2,955,623)
    Translation of Assets and
      Liabilities Denominated in
      Foreign Currencies                    267               --                --                --                 --
                                      ---------        ---------       -----------       -----------        -----------
  Net Change in Unrealized
    Appreciation (Depreciation)         (55,153)          50,611        (5,500,322)        1,441,116         (2,955,623)
                                      ---------        ---------       -----------       -----------        -----------
  Net Gain (Loss) on Investments       (258,243)        (810,142)       (5,873,575)          233,264         (2,973,242)
                                      ---------        ---------       -----------       -----------        -----------
  Net Increase (Decrease) in Net
    Assets Resulting from
    Operations                        $(279,845)       $(867,438)      $(5,920,351)      $   312,682        $(1,484,679)
                                      =========        =========       ===========       ===========        ===========
</TABLE>

See Notes to Financial Statements.



- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                               ASAF          ASAF                                     ASAF         ASAF
                                             ROBERTSON       LORD          ASAF          ASAF      NEUBERGER&   NEUBERGER&
                                             STEPHENS       ABBETT         JANUS       MARSICO       BERMAN       BERMAN
                                              VALUE +     GROWTH AND     OVERSEAS      CAPITAL      MID-CAP      MID-CAP
                                              GROWTH        INCOME        GROWTH        GROWTH       GROWTH       VALUE
                                              FUND(1)       FUND(1)       FUND(1)      FUND(2)      FUND(2)      FUND(2)
                                            -----------   -----------   -----------   ----------   ----------   ----------
<S>                                         <C>           <C>           <C>           <C>          <C>          <C>
INVESTMENT INCOME:
  Interest                                  $    21,194   $   40,946    $   193,330   $   80,175    $  3,155     $  7,294
  Dividends                                      33,899      217,853        104,170       28,675          --          770
  Foreign Taxes Withheld                             --       (1,981)       (10,337)          --          --           --
                                            -----------   -----------   -----------   ----------    --------     --------
      Total Investment Income                    55,093      256,818        287,163      108,850       3,155        8,064
                                            -----------   -----------   -----------   ----------    --------     --------
EXPENSES:
  Advisory Fees                                  97,166      137,118        159,533       43,773       1,920        2,770
  Shareholder Servicing Fees                    109,476      114,715        115,377       25,000      16,000       16,000
  Administration and Accounting Fees             27,904       27,951         27,858        4,377         213          308
  Custodian Fees                                 14,000       16,400        110,000        7,500         500          500
  Distribution Fees -- Class A                    5,330        9,519         12,605        3,943         140          292
  Distribution Fees -- Class B                   31,707       37,694         42,347       16,721         630        1,188
  Distribution Fees -- Class C                   10,026       16,206         27,801       13,826         847        1,063
  Distribution Fees -- Class X                   28,667       41,388         37,587        5,341         378          243
  Professional Fees                               6,572        9,251         10,581        1,860          86          125
  Organization Costs                                 --           --             --           --          --           --
  Directors' Fees                                 2,500        3,435          3,791          955          50           68
  Registration Fees                              52,407       57,183         57,930       14,030      11,088       10,920
  Miscellaneous Expenses                          2,743        2,818          6,257          463         451          451
                                            -----------   -----------   -----------   ----------    --------     --------
      Total Expenses                            388,498      473,678        611,667      137,789      32,303       33,928
      Less: Reimbursement of Expenses by
             Investment Manager                (199,391)    (220,329)      (265,321)     (43,242)    (27,642)     (27,295)
           Waiver of fees by Investment
             Manager                             (8,000)     (22,794)       (13,294)          --          --           --
                                            -----------   -----------   -----------   ----------    --------     --------
      Net Expenses                              181,107      230,555        333,052       94,547       4,661        6,633
                                            -----------   -----------   -----------   ----------    --------     --------
Net Investment Income (Loss)                   (126,014)      26,263        (45,889)      14,303      (1,506)       1,431
                                            -----------   -----------   -----------   ----------    --------     --------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net Realized Gain (Loss) on:
    Securities                               (2,156,987)  (1,190,045)    (2,527,854)    (949,883)     94,129        1,518
    Futures Contracts                                --           --             --           --          --           --
    Foreign Currency Transactions                    --           --       (108,614)          --          --           --
                                            -----------   -----------   -----------   ----------    --------     --------
  Net Realized Gain (Loss)                   (2,156,987)  (1,190,045)    (2,636,468)    (949,883)     94,129        1,518
                                            -----------   -----------   -----------   ----------    --------     --------
  Net Change in Unrealized Appreciation
    (Depreciation) on:
    Securities                                1,263,670      938,931      1,453,761    2,185,679     227,047       80,561
    Translation of Assets and Liabilities
      Denominated in Foreign Currencies              --           --       (313,482)          --          --           --
                                            -----------   -----------   -----------   ----------    --------     --------
  Net Change in Unrealized Appreciation
    (Depreciation)                            1,263,670      938,931      1,140,279    2,185,679     227,047       80,561
                                            -----------   -----------   -----------   ----------    --------     --------
  Net Gain (Loss) on Investments               (893,317)    (251,114)    (1,496,189)   1,235,796     321,176       82,079
                                            -----------   -----------   -----------   ----------    --------     --------
  Net Increase (Decrease) in Net Assets
    Resulting from Operations               $(1,019,331)  $ (224,851)   $(1,542,078)  $1,250,099    $319,670     $ 83,510
                                            ===========   ===========   ===========   ==========    ========     ========
</TABLE>

(1) Commenced operations on December 31, 1997.
(2) Commenced operations on August 19, 1998.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

FOR THE YEAR ENDED OCTOBER 31, 1998

STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                          ASAF           ASAF          ASAF         ASAF        ASAF
                                                      T. ROWE PRICE      JANUS       INVESCO       TOTAL         JPM
                                                      INTERNATIONAL     CAPITAL       EQUITY       RETURN       MONEY
                                                         EQUITY         GROWTH        INCOME        BOND       MARKET
                                                          FUND           FUND          FUND         FUND        FUND
                                                      -------------   -----------   ----------   ----------   ---------
<S>                                                   <C>             <C>           <C>          <C>          <C>
INVESTMENT INCOME:
  Investment Income from Corresponding Portfolios of
    American Skandia Master Trust:
    Interest                                            $  25,617     $   543,389   $  499,625   $  862,174   $ 807,831
    Dividends                                             144,816         196,650      354,258           --          --
    Foreign Taxes Withheld                                (24,464)         (1,464)      (1,749)          --          --
                                                        ---------     -----------   ----------   ----------   ---------
      Total Investment Income                             145,969         738,575      852,134      862,174     807,831
      Expenses from Corresponding Portfolios of
        American Skandia Master Trust                    (194,777)       (644,026)    (287,544)    (145,115)   (106,649)
                                                        ---------     -----------   ----------   ----------   ---------
      Net Investment Income (Loss) from
        Corresponding Portfolios of American Skandia
        Master Trust                                      (48,808)         94,549      564,590      717,059     701,182
                                                        ---------     -----------   ----------   ----------   ---------
EXPENSES:
  Shareholder Servicing Fees                              136,360         268,483      185,866      114,400     116,419
  Administration and Accounting Fees                       28,502          43,001       38,501       31,002       4,991
  Distribution Fees -- Class A                              5,704          43,314       20,818        8,165      13,429
  Distribution Fees -- Class B                             18,156         191,372       86,453       47,166      40,013
  Distribution Fees -- Class C                             14,962          72,404       36,380       32,825      23,066
  Distribution Fees -- Class X                             30,723         157,105       92,482       43,683      59,705
  Professional Fees                                         2,533          19,944       12,324        5,539       4,896
  Organization Costs                                       12,199          12,199       12,199       12,199      12,199
  Directors' Fees                                           2,852          16,474        9,177        4,456       4,754
  Registration Fees                                        39,146          83,109       59,086       48,706      52,446
  Miscellaneous Expenses                                       79           1,490        1,231          591         317
                                                        ---------     -----------   ----------   ----------   ---------
      Total Expenses                                      291,216         908,895      554,517      348,732     332,235
                                                        ---------     -----------   ----------   ----------   ---------
      Less: Reimbursement of Expenses by Investment
        Manager                                          (296,056)       (479,715)    (336,129)    (235,704)   (153,029)
                                                        ---------     -----------   ----------   ----------   ---------
Net Investment Income (Loss)                              (43,968)       (334,631)     346,202      604,031     521,976
                                                        ---------     -----------   ----------   ----------   ---------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  FROM CORRESPONDING PORTFOLIOS OF AMERICAN SKANDIA
  MASTER TRUST:
  Net Realized Gain (Loss) on:
    Securities                                            (71,356)     (4,945,203)    (517,156)     371,331        (666)
    Futures Contracts                                          --              --           --           --          --
    Foreign Currency Transactions                           3,564            (333)          --           --          --
                                                        ---------     -----------   ----------   ----------   ---------
  Net Realized Gain (Loss)                                (67,792)     (4,945,536)    (517,156)     371,331        (666)
                                                        ---------     -----------   ----------   ----------   ---------
  Net Change in Unrealized Appreciation
    (Depreciation) on:
    Securities                                             19,113      14,298,450    2,038,173      235,283          --
    Translation of Assets and Liabilities
      Denominated in Foreign Currencies                     6,665             (46)          --           --          --
                                                        ---------     -----------   ----------   ----------   ---------
  Net Change in Unrealized Appreciation
    (Depreciation)                                         25,778      14,298,404    2,038,173      235,283          --
                                                        ---------     -----------   ----------   ----------   ---------
  Net Gain (Loss) on Investments                          (42,014)      9,352,868    1,521,017      606,614        (666)
                                                        ---------     -----------   ----------   ----------   ---------
  Net Increase (Decrease) in Net Assets Resulting
    from Operations                                     $ (85,982)    $ 9,018,237   $1,867,219   $1,210,645   $ 521,310
                                                        =========     ===========   ==========   ==========   =========
</TABLE>

See Notes to Financial Statements.



STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            ASAF FOUNDERS
                                            INTERNATIONAL                   ASAF FOUNDERS                   ASAF T. ROWE
                                                SMALL                           SMALL                        PRICE SMALL
                                           CAPITALIZATION                  CAPITALIZATION                   COMPANY VALUE
                                                FUND                            FUND                            FUND
                                    -----------------------------   -----------------------------   -----------------------------
                                      YEAR ENDED     PERIOD ENDED     YEAR ENDED     PERIOD ENDED     YEAR ENDED     PERIOD ENDED
                                     OCTOBER 31,     OCTOBER 31,     OCTOBER 31,     OCTOBER 31,     OCTOBER 31,     OCTOBER 31,
                                         1998          1997(1)           1998          1997(1)           1998          1997(1)
                                    --------------   ------------   --------------   ------------   --------------   ------------
<S>                                   <C>              <C>           <C>              <C>            <C>              <C>
FROM OPERATIONS:
  Net Investment Income (Loss)        $  (21,602)      $    819      $   (57,296)      $ (1,017)     $   (46,776)     $      422
  Net Realized Gain (Loss) on
    Investments                         (203,090)          (287)        (860,753)            --         (373,253)            (37)
  Net Change in Unrealized
    Appreciation (Depreciation) on
    Investments                          (55,153)       (10,214)          50,611         (2,016)      (5,500,322)        (31,617)
                                      ----------       --------      -----------       --------      -----------      ----------
Net Increase (Decrease) in Net
  Assets Resulting from Operations      (279,845)        (9,682)        (867,438)        (3,033)      (5,920,351)        (31,232)
                                      ----------       --------      -----------       --------      -----------      ----------
DISTRIBUTIONS TO SHAREHOLDERS:
  From Net Investment Income:
    Class A                                 (452)            --               --             --             (181)             --
    Class B                                 (125)            --               --             --             (114)             --
    Class C                                  (62)            --               --             --              (35)             --
    Class X                                 (180)            --               --             --              (92)             --
  In Excess of Net Investment
    Income:
    Class A                                  (74)            --               --             --           (4,193)             --
    Class B                                  (20)            --               --             --           (2,624)             --
    Class C                                  (10)            --               --             --             (814)             --
    Class X                                  (29)            --               --             --           (2,136)             --
  From Net Realized Gains:
    Class A                                   --             --               --             --               --              --
    Class B                                   --             --               --             --               --              --
    Class C                                   --             --               --             --               --              --
    Class X                                   --             --               --             --               --              --
                                      ----------       --------      -----------       --------      -----------      ----------
Total Distributions                         (952)            --               --             --          (10,189)             --
                                      ----------       --------      -----------       --------      -----------      ----------
CAPITAL SHARE TRANSACTIONS (NOTE
  4):
  Net Increase in Net Assets from
    Capital Share Transactions         5,208,868        620,488       10,639,455        882,116       44,422,288       2,534,338
                                      ----------       --------      -----------       --------      -----------      ----------
Net Increase in Net Assets             4,928,071        610,806        9,772,017        879,083       38,491,748       2,503,106
NET ASSETS:
  Beginning of Period                    620,806         10,000          889,083         10,000        2,513,106          10,000
                                      ----------       --------      -----------       --------      -----------      ----------
  End of Period                       $5,548,877       $620,806      $10,661,100       $889,083      $41,004,854      $2,513,106
                                      ==========       ========      ===========       ========      ===========      ==========
</TABLE>

(1) Commenced operations on July 28, 1997.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                           ASAF
                                                                                             ASAF          LORD
                                                                                           ROBERTSON      ABBETT
                                   ASAF AMERICAN                                           STEPHENS       GROWTH      ASAF JANUS
                                      CENTURY                    ASAF FEDERATED             VALUE +         AND        OVERSEAS
                                 STRATEGIC BALANCED                HIGH YIELD               GROWTH        INCOME        GROWTH
                                        FUND                        BOND FUND                FUND          FUND          FUND
                             --------------------------   -----------------------------   -----------   -----------   -----------
                             YEAR ENDED    PERIOD ENDED     YEAR ENDED     PERIOD ENDED   YEAR ENDED    YEAR ENDED    YEAR ENDED
                             OCTOBER 31,   OCTOBER 31,     OCTOBER 31,     OCTOBER 31,    OCTOBER 31,   OCTOBER 31,   OCTOBER 31,
                                1998         1997(1)           1998          1997(1)        1998(2)       1998(2)       1998(2)
                             -----------   ------------   --------------   ------------   -----------   -----------   -----------
<S>                          <C>           <C>            <C>              <C>            <C>           <C>           <C>
FROM OPERATIONS:
  Net Investment Income
    (Loss)                   $    79,418    $    2,252     $ 1,488,563      $    5,911    $  (126,014)  $    26,263   $   (45,889)
  Net Realized Gain (Loss)
    on Investments            (1,207,852)       (1,010)        (17,619)         (4,183)    (2,156,987)   (1,190,045)   (2,636,468)
  Net Change in Unrealized
    Appreciation
    (Depreciation) on
    Investments                1,441,116        (7,216)     (2,955,623)        (24,847)     1,263,670       938,931     1,140,279
                             -----------    ----------     -----------      ----------    -----------   -----------   -----------
Net Increase (Decrease) in
  Net Assets Resulting from
  Operations                     312,682        (5,974)     (1,484,679)        (23,119)    (1,019,331)     (224,851)   (1,542,078)
                             -----------    ----------     -----------      ----------    -----------   -----------   -----------
DISTRIBUTIONS TO
  SHAREHOLDERS:
  From Net Investment
    Income:
    Class A                      (11,493)           --        (230,890)         (3,360)            --        (6,881)           --
    Class B                       (9,726)           --        (635,141)         (1,321)            --        (1,202)           --
    Class C                       (4,525)           --        (207,080)           (470)            --          (484)           --
    Class X                       (9,794)           --        (415,452)           (760)            --        (1,389)           --
  In Excess of Net
    Investment Income:
    Class A                           --            --              --              --             --            --            --
    Class B                           --            --              --              --             --            --            --
    Class C                           --            --              --              --             --            --            --
    Class X                           --            --              --              --             --            --            --
  From Net Realized Gains:
    Class A                           --            --              --              --             --            --            --
    Class B                           --            --              --              --             --            --            --
    Class C                           --            --              --              --             --            --            --
    Class X                           --            --              --              --             --            --            --
                             -----------    ----------     -----------      ----------    -----------   -----------   -----------
Total Distributions              (35,538)           --      (1,488,563)         (5,911)            --        (9,956)           --
                             -----------    ----------     -----------      ----------    -----------   -----------   -----------
CAPITAL SHARE TRANSACTIONS
  (NOTE 4):
  Net Increase in Net
    Assets from Capital
    Share Transactions        20,468,469     1,247,302      44,745,185       3,855,489     20,690,453    32,886,035    46,499,096
                             -----------    ----------     -----------      ----------    -----------   -----------   -----------
Net Increase in Net Assets    20,745,613     1,241,328      41,771,943       3,826,459     19,671,122    32,651,228    44,957,018
NET ASSETS:
  Beginning of Period          1,251,328        10,000       3,836,459          10,000             --            --            --
                             -----------    ----------     -----------      ----------    -----------   -----------   -----------
  End of Period              $21,996,941    $1,251,328     $45,608,402      $3,836,459    $19,671,122   $32,651,228   $44,957,018
                             ===========    ==========     ===========      ==========    ===========   ===========   ===========
</TABLE>

See Notes to Financial Statements.



- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                ASAF          ASAF
                                  ASAF       NEUBERGER&    NEUBERGER&
                                 MARSICO       BERMAN        BERMAN
                                 CAPITAL       MID-CAP       MID-CAP         ASAF T. ROWE PRICE               ASAF JANUS
                                 GROWTH        GROWTH         VALUE            INTERNATIONAL                CAPITAL GROWTH
                                  FUND          FUND          FUND              EQUITY FUND                      FUND
                               -----------   -----------   -----------   --------------------------   ---------------------------
                               YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    PERIOD ENDED    YEAR ENDED    PERIOD ENDED
                               OCTOBER 31,   OCTOBER 31,   OCTOBER 31,   OCTOBER 31,   OCTOBER 31,    OCTOBER 31,    OCTOBER 31,
                                 1998(3)       1998(3)       1998(3)        1998         1997(4)          1998         1997(4)
                               -----------   -----------   -----------   -----------   ------------   ------------   ------------
<S>                            <C>           <C>           <C>           <C>           <C>            <C>             <C>
FROM OPERATIONS:
  Net Investment Income
    (Loss)                     $    14,303   $   (1,506)   $    1,431    $   (43,968)   $     (282)   $   (334,631)   $    7,214
  Net Realized Gain (Loss) on
    Investments                   (949,883)      94,129         1,518        (67,792)         (583)     (4,945,536)      (38,807)
  Net Change in Unrealized
    Appreciation
    (Depreciation) on
    Investments                  2,185,679      227,047        80,561         25,778       (65,471)     14,298,404       (68,600)
                               -----------   ----------    ----------    -----------    ----------    ------------    ----------
Net Increase (Decrease) in
  Net Assets Resulting from
  Operations                     1,250,099      319,670        83,510        (85,982)      (66,336)      9,018,237      (100,193)
                               -----------   ----------    ----------    -----------    ----------    ------------    ----------
DISTRIBUTIONS TO
  SHAREHOLDERS:
  From Net Investment Income:
    Class A                             --           --            --             --            --          (3,261)           --
    Class B                             --           --            --             --            --          (1,754)           --
    Class C                             --           --            --             --            --            (551)           --
    Class X                             --           --            --             --            --          (1,648)           --
  In Excess of Net Investment
    Income:
    Class A                             --           --            --             --            --          (2,821)           --
    Class B                             --           --            --             --            --          (1,518)           --
    Class C                             --           --            --             --            --            (476)           --
    Class X                             --           --            --             --            --          (1,426)           --
  From Net Realized Gains:
    Class A                             --           --            --             --            --              --            --
    Class B                             --           --            --             --            --              --            --
    Class C                             --           --            --             --            --              --            --
    Class X                             --           --            --             --            --              --            --
                               -----------   ----------    ----------    -----------    ----------    ------------    ----------
Total Distributions                     --           --            --             --            --         (13,455)           --
                               -----------   ----------    ----------    -----------    ----------    ------------    ----------
CAPITAL SHARE TRANSACTIONS
  (NOTE 4):
  Net Increase in Net Assets
    from Capital Share
    Transactions                40,538,469    2,670,718     3,811,040     10,953,519     1,617,517     126,069,978     4,440,542
                               -----------   ----------    ----------    -----------    ----------    ------------    ----------
Net Increase in Net Assets      41,788,568    2,990,388     3,894,550     10,867,537     1,551,181     135,074,760     4,340,349
NET ASSETS:
  Beginning of Period                   --           --            --      1,561,181        10,000       4,350,349        10,000
                               -----------   ----------    ----------    -----------    ----------    ------------    ----------
  End of Period                $41,788,568   $2,990,388    $3,894,550    $12,428,718    $1,561,181    $139,425,109    $4,350,349
                               ===========   ==========    ==========    ===========    ==========    ============    ==========
</TABLE>

(1) Commenced operations on July 28, 1997.
(2) Commenced operations on December 31, 1997.
(3) Commenced operations on August 19, 1998.
(4) Commenced operations on June 10, 1997.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


STATEMENTS OF CHANGES IN NET ASSETS

- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                    ASAF INVESCO                  ASAF TOTAL                    ASAF JPM
                                                   EQUITY INCOME                 RETURN BOND                  MONEY MARKET
                                                        FUND                         FUND                         FUND
                                             --------------------------   --------------------------   --------------------------
                                             YEAR ENDED    PERIOD ENDED   YEAR ENDED    PERIOD ENDED   YEAR ENDED    PERIOD ENDED
                                             OCTOBER 31,   OCTOBER 31,    OCTOBER 31,   OCTOBER 31,    OCTOBER 31,   OCTOBER 31,
                                                1998         1997(5)         1998         1997(5)         1998         1997(6)
                                             -----------   ------------   -----------   ------------   -----------   ------------
<S>                                          <C>           <C>            <C>           <C>            <C>           <C>
FROM OPERATIONS:
  Net Investment Income (Loss)               $   346,202    $    7,857    $   604,031    $    3,392    $   521,976    $    5,120
  Net Realized Gain (Loss) on Investments       (517,156)      (13,204)       371,331           288           (666)           25
  Net Change in Unrealized Appreciation
    (Depreciation) on Investments              2,038,173        11,255        235,283        11,840             --            --
                                             -----------    ----------    -----------    ----------    -----------    ----------
Net Increase (Decrease) in Net Assets
  Resulting from Operations                    1,867,219         5,908      1,210,645        15,520        521,310         5,145
                                             -----------    ----------    -----------    ----------    -----------    ----------
DISTRIBUTIONS TO SHAREHOLDERS:
  From Net Investment Income:
    Class A                                      (38,382)           --        (81,710)         (136)      (105,287)       (1,356)
    Class B                                      (49,590)           --       (203,491)         (360)      (132,858)       (1,080)
    Class C                                      (19,657)           --       (142,796)         (103)       (78,804)         (908)
    Class X                                      (53,610)           --       (178,399)         (430)      (205,027)       (1,776)
  In Excess of Net Investment Income:
    Class A                                           --            --             --            --             --            --
    Class B                                           --            --             --            --             --            --
    Class C                                           --            --             --            --             --            --
    Class X                                           --            --             --            --             --            --
  From Net Realized Gains:
    Class A                                           --            --            (35)           --             (4)           --
    Class B                                           --            --            (98)           --            (10)           --
    Class C                                           --            --            (43)           --             (4)           --
    Class X                                           --            --           (111)           --             (7)           --
                                             -----------    ----------    -----------    ----------    -----------    ----------
Total Distributions                             (161,239)           --       (606,683)       (1,029)      (522,001)       (5,120)
                                             -----------    ----------    -----------    ----------    -----------    ----------
CAPITAL SHARE TRANSACTIONS (NOTE 4):
  Net Increase in Net Assets from Capital
    Share Transactions                        48,599,599     3,292,689     42,508,563     1,159,186     41,796,215     1,548,506
                                             -----------    ----------    -----------    ----------    -----------    ----------
Net Increase in Net Assets                    50,305,579     3,298,597     43,112,525     1,173,677     41,795,524     1,548,531
NET ASSETS:
  Beginning of Period                          3,308,597        10,000      1,183,677        10,000      1,558,531        10,000
                                             -----------    ----------    -----------    ----------    -----------    ----------
  End of Period                              $53,614,176    $3,308,597    $44,296,202    $1,183,677    $43,354,055    $1,558,531
                                             ===========    ==========    ===========    ==========    ===========    ==========
</TABLE>

(5) Commenced operations on June 18, 1997.
(6) Commenced operations on June 19, 1997.

See Notes to Financial Statements.




                     [This page intentionally left blank.]




FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                                     Increase (Decrease) from
                                                                       Investment Operations
                                                  Net Asset  -----------------------------------------
                                       Year         Value         Net        Net Realized   Total from
                                       Ended      Beginning   Investment     & Unrealized   Investment
                                    October 31,   of Period  Income (Loss)   Gain (Loss)    Operations
                                    -----------   ---------  -------------   ------------   ----------
<S>                                 <C>           <C>           <C>             <C>           <C>
ASAF FOUNDERS INTERNATIONAL SMALL
CAPITALIZATION FUND:
- ------------------------------
- ------------------------------
  Class A                            1998          $  9.87      $(0.02)         $ 0.45        $ 0.43
                                     1997(1)         10.00        0.05           (0.18)        (0.13)
  Class B                            1998             9.85       (0.08)           0.46          0.38
                                     1997(1)         10.00        0.04           (0.19)        (0.15)
  Class C                            1998             9.86       (0.08)           0.44          0.36
                                     1997(1)         10.00        0.04           (0.18)        (0.14)
  Class X                            1998             9.84       (0.08)           0.45          0.37
                                     1997(1)         10.00        0.04           (0.20)        (0.16)
ASAF FOUNDERS SMALL
CAPITALIZATION FUND:
- ------------------------------
- ------------------------------
  Class A                            1998          $  9.94      $(0.07)         $(0.76)       $(0.83)
                                     1997(1)         10.00       (0.03)          (0.03)        (0.06)
  Class B                            1998             9.93       (0.12)          (0.77)        (0.89)
                                     1997(1)         10.00       (0.04)          (0.03)        (0.07)
  Class C                            1998             9.94       (0.10)          (0.78)        (0.88)
                                     1997(1)         10.00       (0.04)          (0.02)        (0.06)
  Class X                            1998             9.93       (0.11)          (0.76)        (0.87)
                                     1997(1)         10.00       (0.04)          (0.03)        (0.07)
ASAF T. ROWE PRICE SMALL COMPANY
VALUE FUND:
- ------------------------------
- ------------------------------
  Class A                            1998          $ 10.46      $ 0.04          $(1.62)       $(1.58)
                                     1997(1)         10.00        0.02            0.44          0.46
  Class B                            1998            10.44       (0.02)          (1.61)        (1.63)
                                     1997(1)         10.00          --            0.44          0.44
  Class C                            1998            10.45       (0.02)          (1.62)        (1.64)
                                     1997(1)         10.00          --            0.45          0.45
  Class X                            1998            10.44       (0.02)          (1.61)        (1.63)
                                     1997(1)         10.00          --            0.44          0.44
ASAF AMERICAN CENTURY STRATEGIC
BALANCED FUND:
- ------------------------------
- ------------------------------
  Class A                            1998          $  9.99      $ 0.15          $ 0.84        $ 0.99
                                     1997(1)         10.00        0.04           (0.05)        (0.01)
  Class B                            1998             9.96        0.09            0.85          0.94
                                     1997(1)         10.00        0.02           (0.06)        (0.04)
  Class C                            1998             9.98        0.09            0.84          0.93
                                     1997(1)         10.00        0.02           (0.04)        (0.02)
  Class X                            1998             9.96        0.09            0.84          0.93
                                     1997(1)         10.00        0.02           (0.06)        (0.04)
ASAF FEDERATED HIGH YIELD BOND
FUND:
- ------------------------------
- ------------------------------
  Class A                            1998          $  9.93      $ 0.74          $(0.55)       $ 0.19
                                     1997(1)         10.00        0.05           (0.07)        (0.02)
  Class B                            1998             9.93        0.69           (0.54)         0.15
                                     1997(1)         10.00        0.04           (0.07)        (0.03)
  Class C                            1998             9.93        0.69           (0.55)         0.14
                                     1997(1)         10.00        0.03           (0.07)        (0.04)
  Class X                            1998             9.93        0.69           (0.54)         0.15
                                     1997(1)         10.00        0.04           (0.07)        (0.03)

<CAPTION>

                                             Less Distributions
                                   --------------------------------------
                                    From Net    From Net    In Excess of
                                   Investment   Realized   Net Investment
                                     Income      Gains         Income
                                   ----------   --------   --------------
<S>                                  <C>          <C>          <C>
ASAF FOUNDERS INTERNATIONAL SMALL
CAPITALIZATION FUND:
- ------------------------------
- ------------------------------
  Class A                            $(0.03)       $--         $   --
                                         --        --              --
  Class B                                --        --              --
                                         --        --              --
  Class C                                --        --              --
                                         --        --              --
  Class X                                --        --              --
                                         --        --              --
ASAF FOUNDERS SMALL
CAPITALIZATION FUND:
- ------------------------------
- ------------------------------
  Class A                            $   --        $--         $   --
                                         --        --              --
  Class B                                --        --              --
                                         --        --              --
  Class C                                --        --              --
                                         --        --              --
  Class X                                --        --              --
                                         --        --              --
ASAF T. ROWE PRICE SMALL COMPANY
VALUE FUND:
- ------------------------------
- ------------------------------
  Class A                            $   --        $--         $(0.03)
                                         --        --              --
  Class B                                --        --           (0.01)
                                         --        --              --
  Class C                                --        --           (0.01)
                                         --        --              --
  Class X                                --        --           (0.01)
                                         --        --              --
ASAF AMERICAN CENTURY STRATEGIC
BALANCED FUND:
- ------------------------------
- ------------------------------
  Class A                            $(0.09)       $--         $   --
                                         --        --              --
  Class B                             (0.04)       --              --
                                         --        --              --
  Class C                             (0.04)       --              --
                                         --        --              --
  Class X                             (0.04)       --              --
                                         --        --              --
ASAF FEDERATED HIGH YIELD BOND
FUND:
- ------------------------------
- ------------------------------
  Class A                            $(0.74)       $--         $   --
                                      (0.05)       --              --
  Class B                             (0.69)       --              --
                                      (0.04)       --              --
  Class C                             (0.69)       --              --
                                      (0.03)       --              --
  Class X                             (0.69)       --              --
                                      (0.04)       --              --
</TABLE>



- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            Supplemental Data                     Ratios of Expenses
                                  -------------------------------------          to Average Net Assets
                    Net Asset                 Net Assets at   Portfolio   -----------------------------------
      Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
  Distributions   End of Period   Return(2)    (In 000's)       Rate      Reimbursement(3)   Reimbursement(3)
  -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
     <S>             <C>            <C>          <C>              <C>           <C>               <C>
     $(0.03)         $10.27          4.32%       $   886          49%           2.10%               9.20%
         --            9.87         (1.30)%          106          --            2.10%             136.49%
         --           10.23          3.90%         1,387          49%           2.60%               9.80%
         --            9.85         (1.50)%          230          --            2.60%              90.64%
         --           10.22          3.69%           872          49%           2.60%               9.72%
         --            9.86         (1.40)%           79          --            2.60%              55.02%
         --           10.21          3.80%         2,404          49%           2.60%               9.58%
         --            9.84         (1.60)%          206          --            2.60%              54.45%
     $   --          $ 9.11         (8.45)%      $ 1,801          94%           1.70%               6.38%
         --            9.94         (0.60)%          193          --            1.70%             105.48%
         --            9.04         (8.96)%        2,685          94%           2.20%               6.86%
         --            9.93         (0.70)%          353          --            2.20%              57.99%
         --            9.06         (8.85)%        2,090          94%           2.20%               6.60%
         --            9.94         (0.60)%           74          --            2.20%              42.48%
         --            9.06         (8.76)%        4,085          94%           2.20%               6.69%
         --            9.93         (0.70)%          270          --            2.20%              47.29%
     $(0.03)         $ 8.85        (15.13)%      $ 7,155           4%           1.75%               3.51%
         --           10.46          4.60%           383          --            1.75%              54.47%
      (0.01)           8.80        (15.63)%       13,184           4%           2.25%               4.03%
         --           10.44          4.40%         1,155          --            2.25%              30.14%
      (0.01)           8.80        (15.71)%        8,298           4%           2.25%               3.97%
         --           10.45          4.50%           335          --            2.25%              33.60%
      (0.01)           8.80        (15.63)%       12,368           4%           2.25%               4.00%
         --           10.44          4.40%           640          --            2.25%              22.43%
     $(0.09)         $10.89          9.93%       $ 3,359          93%           1.60%               4.32%
         --            9.99         (0.10)%          257           2%           1.60%              37.87%
      (0.04)          10.86          9.45%         8,272          93%           2.10%               4.65%
         --            9.96         (0.40)%          381           2%           2.10%              29.90%
      (0.04)          10.87          9.33%         3,202          93%           2.10%               4.77%
         --            9.98         (0.20)%          215           2%           2.10%              38.96%
      (0.04)          10.85          9.34%         7,164          93%           2.10%               4.66%
         --            9.96         (0.40)%          398           2%           2.10%              26.66%
     $(0.74)         $ 9.38          1.67%       $ 6,979          22%           1.50%               2.90%
      (0.05)           9.93         (0.23)%        2,154          11%           1.50%              30.49%
      (0.69)           9.39          1.25%        20,495          22%           2.00%               3.32%
      (0.04)           9.93         (0.30)%          920          11%           2.00%              30.22%
      (0.69)           9.38          1.26%         5,732          22%           2.00%               3.41%
      (0.03)           9.93         (0.36)%          206          11%           2.00%              29.26%
      (0.69)           9.39          1.26%        12,402          22%           2.00%               3.33%
      (0.04)           9.93         (0.25)%          556          11%           2.00%              30.95%

<CAPTION>

                 Ratio of Net Investment
      Total         Income (Loss) to
  Distributions   Average Net Assets(3)
  -------------  -----------------------
     <S>                  <C>
     $(0.03)              (0.28)%
         --                2.03%
         --               (0.74)%
         --                1.62%
         --               (0.79)%
         --                1.72%
         --               (0.76)%
         --                1.58%
     $   --               (0.75)%
         --               (1.16)%
         --               (1.26)%
         --               (1.73)%
         --               (1.13)%
         --               (1.73)%
         --               (1.19)%
         --               (1.70)%
     $(0.03)               0.20%
         --                0.69%
      (0.01)              (0.30)%
         --                0.17%
      (0.01)              (0.32)%
         --                0.02%
      (0.01)              (0.32)%
         --                0.19%
     $(0.09)               1.30%
         --                1.56%
      (0.04)               0.80%
         --                0.79%
      (0.04)               0.79%
         --                0.78%
      (0.04)               0.79%
         --                1.07%
     $(0.74)               7.42%
      (0.05)               4.76%
      (0.69)               6.90%
      (0.04)               3.15%
      (0.69)               6.96%
      (0.03)               3.55%
      (0.69)               6.96%
      (0.04)               3.65%
</TABLE>

(1) Commenced operations on July 28, 1997.
(2) Total return for Class X shares does not reflect the payment of bonus
    shares.
(3) Annualized for periods less than one year.
Per share data has been calculated based on the average daily number of shares
outstanding throughout the period.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                                     Increase (Decrease) from
                                                                       Investment Operations
                                                  Net Asset  -----------------------------------------
                                       Year         Value         Net        Net Realized   Total from
                                       Ended      Beginning   Investment     & Unrealized   Investment
                                    October 31,   of Period  Income (Loss)   Gain (Loss)    Operations
                                    -----------   ---------  -------------   ------------   ----------
<S>                                 <C>           <C>           <C>             <C>           <C>
ASAF ROBERTSON STEPHENS VALUE +
GROWTH FUND:
- ------------------------------
- ------------------------------
  Class A                            1998(4)       $ 10.00      $(0.10)         $0.54         $0.44
  Class B                            1998(4)         10.00       (0.14)          0.57          0.43
  Class C                            1998(4)         10.00       (0.14)          0.54          0.40
  Class X                            1998(4)         10.00       (0.14)          0.55          0.41
ASAF LORD ABBETT GROWTH AND
INCOME FUND:
- ------------------------------
- ------------------------------
  Class A                            1998(4)       $ 10.00      $ 0.05          $0.50         $0.55
  Class B                            1998(4)         10.00        0.01           0.52          0.53
  Class C                            1998(4)         10.00        0.01           0.50          0.51
  Class X                            1998(4)         10.00        0.01           0.51          0.52
ASAF JANUS OVERSEAS GROWTH FUND:
- ------------------------------
- ------------------------------
  Class A                            1998(4)       $ 10.00      $ 0.01          $0.54         $0.55
  Class B                            1998(4)         10.00       (0.04)          0.55          0.51
  Class C                            1998(4)         10.00       (0.04)          0.56          0.52
  Class X                            1998(4)         10.00       (0.04)          0.54          0.50
ASAF MARSICO CAPITAL GROWTH FUND:
- ------------------------------
- ------------------------------
  Class A                            1998(5)       $ 10.00      $ 0.01          $0.12         $0.13
  Class B                            1998(5)         10.00          --           0.12          0.12
  Class C                            1998(5)         10.00          --           0.11          0.11
  Class X                            1998(5)         10.00          --           0.11          0.11
ASAF NEUBERGER&BERMAN MID-CAP
GROWTH FUND:
- ------------------------------
- ------------------------------
  Class A                            1998(5)       $ 10.00      $(0.01)         $1.82         $1.81
  Class B                            1998(5)         10.00       (0.01)          1.80          1.79
  Class C                            1998(5)         10.00       (0.01)          1.80          1.79
  Class X                            1998(5)         10.00       (0.01)          1.80          1.79
ASAF NEUBERGER&BERMAN MID-CAP
VALUE FUND:
- ------------------------------
- ------------------------------
  Class A                            1998(5)       $ 10.00      $ 0.02          $0.21         $0.23
  Class B                            1998(5)         10.00        0.01           0.21          0.22
  Class C                            1998(5)         10.00          --           0.22          0.22
  Class X                            1998(5)         10.00        0.01           0.21          0.22

<CAPTION>

                                             Less Distributions
                                   --------------------------------------
                                    From Net    From Net    In Excess of
                                   Investment   Realized   Net Investment
                                     Income      Gains         Income
                                   ----------   --------   --------------
<S>                                 <C>           <C>           <C>
ASAF ROBERTSON STEPHENS VALUE +
GROWTH FUND:
- ------------------------------
- ------------------------------
  Class A                            $   --        $--           $--
  Class B                                --        --            --
  Class C                                --        --            --
  Class X                                --        --            --
ASAF LORD ABBETT GROWTH AND
INCOME FUND:
- ------------------------------
- ------------------------------
  Class A                            $(0.03)       $--           $--
  Class B                                --        --            --
  Class C                                --        --            --
  Class X                                --        --            --
ASAF JANUS OVERSEAS GROWTH FUND:
- ------------------------------
- ------------------------------
  Class A                            $   --        $--           $--
  Class B                                --        --            --
  Class C                                --        --            --
  Class X                                --        --            --
ASAF MARSICO CAPITAL GROWTH FUND:
- ------------------------------
- ------------------------------
  Class A                            $   --        $--           $--
  Class B                                --        --            --
  Class C                                --        --            --
  Class X                                --        --            --
ASAF NEUBERGER&BERMAN MID-CAP
GROWTH FUND:
- ------------------------------
- ------------------------------
  Class A                            $   --        $--           $--
  Class B                                --        --            --
  Class C                                --        --            --
  Class X                                --        --            --
ASAF NEUBERGER&BERMAN MID-CAP
VALUE FUND:
- ------------------------------
- ------------------------------
  Class A                            $   --        $--           $--
  Class B                                --        --            --
  Class C                                --        --            --
  Class X                                --        --            --
</TABLE>



- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                  Ratios of Expenses
                                            Supplemental Data                    to Average Net Assets
                                  -------------------------------------   -----------------------------------
                    Net Asset                 Net Assets at   Portfolio
      Total           Value         Total     End of Period   Turnover     After Expense      Before Expense
  Distributions   End of Period   Return(2)    (In 000's)       Rate      Reimbursement(3)   Reimbursement(3)
  -------------   -------------   ---------   -------------   ---------   ----------------   ----------------
     <S>             <C>             <C>         <C>             <C>            <C>                <C>
     $   --          $10.44          4.40%       $ 2,690         207%           1.80%               4.29%
         --           10.43          4.30%         7,468         207%           2.30%               4.77%
         --           10.40          4.00%         2,634         207%           2.30%               4.67%
         --           10.41          4.10%         6,879         207%           2.30%               4.77%
     $(0.03)         $10.52          5.48%       $ 5,572          42%           1.60%               3.57%
         --           10.53          5.32%        10,710          42%           2.10%               4.06%
         --           10.51          5.12%         5,019          42%           2.10%               4.01%
         --           10.52          5.22%        11,350          42%           2.10%               3.98%
     $   --          $10.55          5.50%       $ 8,812         101%           2.10%               4.12%
         --           10.51          5.10%        15,339         101%           2.60%               4.58%
         --           10.52          5.20%         9,580         101%           2.60%               4.58%
         --           10.50          5.00%        11,226         101%           2.60%               4.60%
     $   --          $10.13          1.20%       $ 7,037          67%           1.75%               2.84%
         --           10.12          1.10%        17,994          67%           2.25%               3.29%
         --           10.11          1.10%        11,012          67%           2.25%               3.44%
         --           10.11          1.10%         5,746          67%           2.25%               3.22%
     $   --          $11.81         18.00%       $   587         122%           1.75%               5.66%
         --           11.79         17.80%           991         122%           2.25%              15.98%
         --           11.79         17.90%           903         122%           2.25%              20.25%
         --           11.79         17.90%           509         122%           2.25%              10.43%
     $   --          $10.23          2.30%       $   717           3%           1.75%               9.44%
         --           10.22          2.20%         1,886           3%           2.25%               9.10%
         --           10.22          2.20%           997           3%           2.25%              13.91%
         --           10.22          2.20%           295           3%           2.25%              12.90%

<CAPTION>

                 Ratio of Net Investment
      Total         Income (Loss) to
  Distributions   Average Net Assets(3)
  -------------  -----------------------
     <S>                  <C>
     $   --               (1.12)%
         --               (1.62)%
         --               (1.62)%
         --               (1.62)%
     $(0.03)               0.62%
         --                0.14%
         --                0.15%
         --                0.17%
     $   --                0.06%
         --               (0.44)%
         --               (0.45)%
         --               (0.41)%
     $   --                0.72%
         --                0.25%
         --                0.24%
         --                0.20%
     $   --               (0.52)%
         --               (0.78)%
         --               (0.72)%
         --               (0.67)%
     $   --                0.87%
         --                0.47%
         --                0.26%
         --                0.34%
</TABLE>

(2) Total return for Class X shares does not reflect the payment of bonus
    shares.
(3) Annualized for periods less than one year.
(4) Commenced operations on December 31, 1997.
(5) Commenced operations on August 19, 1998.
Per share data has been calculated based on the average daily number of shares
outstanding throughout the period.

See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                                   Increase (Decrease) from
                                                                     Investment Operations
                                                Net Asset  -----------------------------------------
                                     Year         Value         Net        Net Realized   Total from
                                     Ended      Beginning   Investment     & Unrealized   Investment
                                  October 31,   of Period  Income (Loss)   Gain (Loss)    Operations
                                  -----------   ---------  -------------   ------------   ----------
<S>                                <C>           <C>          <C>             <C>           <C>
ASAF T. ROWE PRICE
INTERNATIONAL EQUITY FUND:
- --------------------------------
- --------------------------------
  Class A                          1998          $  8.93      $(0.02)         $ 0.48        $ 0.46
                                   1997(1)          9.74        0.01           (0.82)        (0.81)
  Class B                          1998             9.16       (0.07)           0.50          0.43
                                   1997(1)         10.00       (0.01)          (0.83)        (0.84)
  Class C                          1998             9.16       (0.06)           0.47          0.41
                                   1997(1)         10.00       (0.01)          (0.83)        (0.84)
  Class X                          1998             9.18       (0.07)           0.50          0.43
                                   1997(1)         10.00       (0.01)          (0.81)        (0.82)
ASAF JANUS
CAPITAL GROWTH FUND:
- --------------------------------
- --------------------------------
  Class A                          1998          $ 11.40      $(0.01)         $ 3.05        $ 3.04
                                   1997(1)         11.18        0.09            0.13          0.22
  Class B                          1998            10.19       (0.08)           2.77          2.69
                                   1997(1)         10.00        0.06            0.13          0.19
  Class C                          1998            10.19       (0.08)           2.75          2.67
                                   1997(1)         10.00        0.05            0.14          0.19
  Class X                          1998            10.20       (0.09)           2.78          2.69
                                   1997(1)         10.00        0.05            0.15          0.20
ASAF INVESCO
EQUITY INCOME FUND:
- --------------------------------
- --------------------------------
  Class A                          1998          $ 10.45      $ 0.22          $ 1.20        $ 1.42
                                   1997(1)          9.98        0.14            0.33          0.47
  Class B                          1998            10.45        0.15            1.24          1.39
                                   1997(1)         10.00        0.10            0.35          0.45
  Class C                          1998            10.46        0.15            1.23          1.38
                                   1997(1)         10.00        0.10            0.36          0.46
  Class X                          1998            10.45        0.15            1.23          1.38
                                   1997(1)         10.00        0.11            0.34          0.45
ASAF TOTAL
RETURN BOND FUND:
- --------------------------------
- --------------------------------
  Class A                          1998          $ 10.28      $ 0.35          $ 0.54        $ 0.89
                                   1997(1)         10.07        0.15            0.09          0.24
  Class B                          1998            10.16        0.31            0.53          0.84
                                   1997(1)         10.00        0.10            0.09          0.19
  Class C                          1998            10.16        0.31            0.52          0.83
                                   1997(1)         10.00        0.10            0.09          0.19
  Class X                          1998            10.17        0.34            0.50          0.84
                                   1997(1)         10.00        0.09            0.10          0.19
ASAF JPM
MONEY MARKET FUND:
- --------------------------------
- --------------------------------
  Class A                          1998          $  1.00      $0.039          $   --        $0.039
                                   1997(1)          1.00       0.009              --         0.009
  Class B                          1998             1.00       0.033                         0.033
                                   1997(1)          1.00       0.007              --         0.007
  Class C                          1998             1.00       0.034                         0.034
                                   1997(1)          1.00       0.007              --         0.007
  Class X                          1998             1.00       0.034                         0.034
                                   1997(1)          1.00       0.008              --         0.008

<CAPTION>

                                             Less Distributions
                                   --------------------------------------
                                    From Net    From Net    In Excess of
                                   Investment   Realized   Net Investment
                                     Income      Gains         Income
                                   ----------   --------   --------------
<S>                                 <C>            <C>         <C>
ASAF T. ROWE PRICE
INTERNATIONAL EQUITY FUND:
- --------------------------------
- --------------------------------
  Class A                           $    --        $--         $   --
                                         --        --              --
  Class B                                --        --              --
                                         --        --              --
  Class C                                --        --              --
                                         --        --              --
  Class X                                --        --              --
                                         --        --              --
ASAF JANUS
CAPITAL GROWTH FUND:
- --------------------------------
- --------------------------------
  Class A                           $ (0.02)       $--         $(0.01)
                                         --        --              --
  Class B                             (0.01)       --              --
                                         --        --              --
  Class C                             (0.01)       --              --
                                         --        --              --
  Class X                             (0.01)       --              --
                                         --        --              --
ASAF INVESCO
EQUITY INCOME FUND:
- --------------------------------
- --------------------------------
  Class A                           $ (0.12)       $--         $   --
                                         --        --              --
  Class B                             (0.07)       --              --
                                         --        --              --
  Class C                             (0.07)       --              --
                                         --        --              --
  Class X                             (0.07)       --              --
                                         --        --              --
ASAF TOTAL
RETURN BOND FUND:
- --------------------------------
- --------------------------------
  Class A                           $ (0.38)       $--         $   --
                                      (0.03)       --              --
  Class B                             (0.32)       --              --
                                      (0.03)       --              --
  Class C                             (0.32)       --              --
                                      (0.03)       --              --
  Class X                             (0.32)       --              --
                                      (0.02)       --              --
ASAF JPM
MONEY MARKET FUND:
- --------------------------------
- --------------------------------
  Class A                           $(0.039)       $--         $   --
                                     (0.009)       --              --
  Class B                            (0.033)       --              --
                                     (0.007)       --              --
  Class C                            (0.034)       --              --
                                     (0.007)       --              --
  Class X                            (0.034)       --              --
                                     (0.008)       --              --
</TABLE>


- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      Ratios of Expenses
                                      Supplemental Data             to Average Net Assets*
                                  -------------------------   -----------------------------------
                    Net Asset                 Net Assets at                                         Ratio of Net Investment
      Total           Value         Total     End of Period    After Expense      Before Expense       Income (Loss) to
  Distributions   End of Period   Return(2)    (In 000's)     Reimbursement(3)   Reimbursement(3)   Average Net Assets(3)*
  -------------   -------------   ---------   -------------   ----------------   ----------------   -----------------------
    <S>              <C>            <C>          <C>                <C>                <C>                   <C>
     $    --         $ 9.39          5.15%       $ 1,685            2.10%               6.06%                (0.16)%
          --           8.93         (8.32)%          218            2.10%              51.87%                 0.07%
          --           9.59          4.69%         3,318            2.60%               6.50%                (0.70)%
          --           9.16         (8.40)%          390            2.60%              38.12%                (0.51)%
          --           9.57          4.48%         2,282            2.60%               6.55%                (0.58)%
          --           9.16         (8.40)%          198            2.60%              33.95%                (0.53)%
          --           9.61          4.68%         5,144            2.60%               6.54%                (0.68)%
          --           9.18         (8.20)%          756            2.60%              46.77%                (0.28)%
     $ (0.03)        $14.41         26.77%       $24,558            1.70%               2.65%                (0.24)%
          --          11.40          1.97%           706            1.70%              26.77%                 2.72%
       (0.01)         12.87         26.40%        56,582            2.20%               3.14%                (0.74)%
          --          10.19          1.90%         1,718            2.20%              16.45%                 2.27%
       (0.01)         12.85         26.20%        21,710            2.20%               3.13%                (0.75)%
          --          10.19          1.90%           452            2.20%              15.78%                 1.95%
       (0.01)         12.88         26.37%        36,575            2.20%               3.16%                (0.76)%
          --          10.20          2.00%         1,474            2.20%              24.39%                 2.05%
     $ (0.12)        $11.75         13.64%       $ 8,911            1.55%               2.86%                 1.72%
          --          10.45          4.71%           471            1.55%              29.14%                 4.81%
       (0.07)         11.77         13.30%        18,045            2.05%               3.38%                 1.27%
          --          10.45          4.50%         1,408            2.05%              19.54%                 3.68%
       (0.07)         11.77         13.19%         8,362            2.05%               3.33%                 1.27%
          --          10.46          4.60%           255            2.05%              20.89%                 3.82%
       (0.07)         11.76         13.21%        18,296            2.05%               3.35%                 1.27%
          --          10.45          4.50%         1,174            2.05%              36.25%                 4.05%
     $ (0.38)        $10.79          8.78%       $ 6,034            1.40%               2.93%                 4.76%
       (0.03)         10.28          2.39%            61            1.40%              66.92%                 4.42%
       (0.32)         10.68          8.36%        17,821            1.90%               3.58%                 4.23%
       (0.03)         10.16          1.90%           547            1.90%              39.35%                 4.13%
       (0.32)         10.67          8.25%         8,743            1.90%               3.52%                 4.27%
       (0.03)         10.16          1.93%           165            1.90%              33.68%                 4.32%
       (0.32)         10.69          8.35%        11,698            1.90%               3.68%                 4.25%
       (0.02)         10.17          1.94%           410            1.90%              67.46%                 3.94%
     $(0.039)        $ 1.00          3.94%       $ 7,372            1.50%               2.42%                 3.90%
      (0.009)          1.00          0.92%           307            1.50%              31.53%                 3.34%
      (0.033)          1.00          3.39%        16,554            2.00%               2.89%                 3.30%
      (0.007)          1.00          0.75%           354            2.00%              37.83%                 2.98%
      (0.034)          1.00          3.42%         6,895            2.00%               3.07%                 3.40%
      (0.007)          1.00          0.71%           332            2.00%              24.34%                 2.85%
      (0.034)          1.00          3.42%        12,533            2.00%               3.18%                 3.42%
      (0.008)          1.00          0.77%           566            2.00%              39.71%                 2.97%
</TABLE>

(1) Calculated from July 28, 1997 (Date of initial shares sold subsequent to the
    effective date of the Funds' registration statement under The Securities Act
    of 1933).
(2) Total return for Class X shares does not reflect the payment of bonus
    shares.
(3) Annualized for periods less than one year.
 * Represents the combined ratios for the respective fund and its respective pro
   rata share of its Master Portfolio.
Per share data has been calculated based on the average daily number of shares
outstanding throughout the period.
See Notes to Financial Statements.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


OCTOBER 31, 1998

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


     American Skandia Advisor Funds, Inc. (the "Company") is an open-end
management investment company, registered under the Investment Company Act of
1940, as amended. The Company was organized on March 5, 1997 as a Maryland
Corporation. The Company operates as a series company and, at October 31, 1998,
consisted of sixteen diversified investment portfolios (each a "Fund" and
collectively the "Funds"). Five of the Funds -- ASAF T. Rowe Price International
Equity Fund ("International Equity"), ASAF Janus Capital Growth Fund ("Janus
Capital Growth"), ASAF INVESCO Equity Income Fund ("Equity Income"), ASAF Total
Return Bond Fund ("Total Return Bond"), and ASAF JPM Money Market Fund ("Money
Market") (each a "Feeder Fund" and collectively the "Feeder Funds") -- invest
all of their investable assets in a corresponding portfolio of American Skandia
Master Trust (each a "Portfolio" and collectively the "Portfolios"), an open-end
management investment company comprised of five diversified investment
portfolios. The value of each Feeder Fund's investment in each Portfolio,
included in the accompanying Statements of Assets and Liabilities, reflects each
Feeder Fund's beneficial interest in the net assets of that Portfolio. At
October 31, 1998, the Feeder Funds held the following percentage interests in
their corresponding Portfolios.

<TABLE>
<S>                                                      <C>
ASMT T. Rowe Price International Equity Portfolio        82.5%
ASMT Janus Capital Growth Portfolio                      90.5%
ASMT INVESCO Equity Income Portfolio                     84.5%
ASMT PIMCO Total Return Bond Portfolio                   74.8%
ASMT JPM Money Market Portfolio                          88.4%
</TABLE>

     The financial statements of each Portfolio, including the Schedules of
Investments, are included elsewhere within this report and should be read in
conjunction with each Feeder Fund's financial statements.

     The remaining eleven Funds of the Company -- ASAF Founders International
Small Capitalization Fund ("International Small Cap"), ASAF Founders Small
Capitalization Fund ("Small Cap"), ASAF T. Rowe Price Small Company Value Fund
("Small Company Value"), ASAF American Century Strategic Balanced Fund
("Strategic Balanced"), ASAF Federated High Yield Bond Fund ("High Yield Bond"),
ASAF Robertson Stephens Value + Growth ("Value + Growth"), ASAF Lord Abbett
Growth and Income Fund ("Growth and Income"), ASAF Janus Overseas Growth Fund
("Overseas Growth"), ASAF Marsico Capital Growth Fund ("Marsico Capital
Growth"), ASAF Neuberger&Berman Mid-Cap Growth Fund ("Mid-Cap Growth") and ASAF
Neuberger&Berman Mid-Cap Value Fund ("Mid-Cap Value") (each a "Non-Feeder Fund"
and collectively the "Non-Feeder Funds") -- directly invest and manage their own
portfolio of securities.

2. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following is a summary of significant accounting policies followed by
the Funds, in conformity with generally accepted accounting principles, in the
preparation of their financial statements. The preparation of financial
statements requires management to make estimates and assumptions that affect the
reported amounts and disclosures in the financial statements. Actual results
could differ from those estimates.



SECURITY VALUATION

FEEDER FUNDS -- The value of each Feeder Fund's beneficial interest in the
Portfolio in which it invests is determined by the Fund's percentage interest in
the Portfolio, multiplied by the Portfolio's net assets. Valuation of securities
held by the Portfolios is discussed in Note 2 to the financial statements of
American Skandia Master Trust.

NON-FEEDER FUNDS -- Securities are valued at the close of trading on the New
York Stock Exchange. Equity securities are valued at the last reported sales
price on the securities exchange on which they are primarily traded, or at the
last reported sales price on the NASDAQ National Securities Market. Securities
not listed on an exchange or securities market, or securities in which there
were no transactions, are valued at the average of the most recent bid and asked
prices.

     Debt securities are generally traded in the over-the-counter market and are
valued at a price deemed best to reflect fair value as quoted by dealers who
make markets in these securities or by an independent pricing service. Debt
securities which mature in 60 days or less are valued at cost (or market value
60 days prior to maturity), adjusted for amortization to maturity of any premium
or discount. Securities for which market quotations are not readily available
are valued at fair value as determined in accordance with procedures adopted by
the Board of Directors. As of October 31, 1998, there were no securities valued
in accordance with such procedures.

FOREIGN CURRENCY TRANSLATION

NON-FEEDER FUNDS -- Securities and other assets and liabilities denominated in
foreign currencies are converted each business day into U.S. dollars based on
the prevailing rates of exchange. Purchases and sales of portfolio securities
and income and expenses are converted into U.S. dollars on the respective dates
of such transactions.

     Gains and losses resulting from changes in exchange rates applicable to
foreign securities are not reported separately from gains and losses arising
from movements in securities prices.

     Net realized foreign exchange gains and losses include gains and losses
from sales and maturities of foreign currency exchange contracts, gains and
losses realized between the trade and settlement dates of foreign securities
transactions, and the difference between the amount of net investment income
accrued on foreign securities and the U.S. dollar amount actually received. Net
unrealized foreign exchange gains and losses include gains and losses from
changes in the value of assets and liabilities other than portfolio securities,
resulting from changes in exchange rates.

FOREIGN CURRENCY EXCHANGE CONTRACTS

NON-FEEDER FUNDS -- A foreign currency exchange contract ("FCEC") is a
commitment to purchase or sell a specified amount of a foreign currency at a
specified future date, in exchange for either a specified amount of another
foreign currency or U.S. dollars.

     FCECs are valued at the forward exchange rates applicable to the underlying
currencies, and changes in market value are recorded as unrealized gains and
losses until the contract settlement date.

     Risks could arise from entering into FCECs if the counterparties to the
contracts were unable to meet the terms of their contracts. In addition, the use
of FCECs may not only hedge against losses on securities denominated in foreign
currency, but may also reduce potential gains on securities from favorable
movements in exchange rates.



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


FUTURES CONTRACTS AND OPTIONS

NON-FEEDER FUNDS -- A financial futures contract calls for delivery of a
particular security at a specified price and future date. The seller of the
contract agrees to make delivery of the type of security called for in the
contract and the buyer agrees to take delivery at a specified future date. Such
contracts require an initial deposit, in cash or cash equivalents, equal to a
certain percentage of the contract amount. Subsequent payments are made or
received by the Fund each day, depending on the daily change in the value of the
contract. Futures contracts are valued based on their quoted daily settlement
prices. Fluctuations in value are recorded as unrealized gains and losses until
such time that the contracts are terminated.

     An option is a right to buy or sell a particular security at a specified
price within a limited period of time. The buyer of the option, in return for a
premium paid to the seller, has the right to buy, in the case of a call option,
or sell, in the case of a put option, the underlying security of the contract.
The premium received in cash from writing options is recorded as an asset with
an equal liability that is adjusted to reflect the options' value. The premium
received from writing options which expire is recorded as realized gains. The
premium received from writing options which are exercised or closed are offset
against the proceeds or amount paid on the transaction to determine the realized
gain or loss. If a put option is exercised, the premium reduces the cost basis
of the security or currency purchased. Options are valued based on their quoted
daily settlement prices.

     Risks could arise from entering into futures and written options
transactions from the potential inability of counterparties to meet the terms of
their contracts, the potential inability to enter into a closing transaction
because of an illiquid secondary market, and from unexpected movements in
interest or exchange rates or securities values.

REPURCHASE AGREEMENTS

NON-FEEDER FUNDS -- A repurchase agreement is a commitment to purchase
government securities from a seller who agrees to repurchase the securities at
an agreed-on price and date. The excess of the resale price over the purchase
price determines the yield on the transaction. Under the terms of the agreement,
the market value, including accrued interest, of the government securities will
be at least equal to their repurchase price. Repurchase agreements are recorded
at cost, which, combined with accrued interest, approximates market value.

     Repurchase agreements bear a risk of loss in the event that the seller
defaults on its obligation to repurchase the securities. In such case, the Fund
may be delayed or prevented from exercising its right to dispose of the
securities.

DEFERRED ORGANIZATION COSTS

ALL FUNDS -- The Company bears all costs in connection with its organization.
All such costs are amortized on a straight-line basis over a five-year period
beginning on the date of the commencement of operations.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME

FEEDER FUNDS -- The Feeder Funds record their proportionate share of investment
operations, including net investment income and realized and unrealized gains
and losses, from the corresponding Portfolios in which they invest.

NON-FEEDER FUNDS -- Securities transactions are accounted for on the trade date.
Realized gains and losses from securities sold are recognized on the specific
identification basis. Dividend income is

recorded on the ex-dividend date. Corporate actions, including dividends, on
foreign securities are recorded on the ex-dividend date or, if such information
is not available, as soon as reliable information is available from the Funds'
sources. Interest income is recorded on the accrual basis and includes the
accretion of discount and amortization of premium.

MULTIPLE CLASSES OF SHARES

ALL FUNDS -- Each Fund is divided into Class A, B, C, and X shares. Each class
of shares is separately charged its respective distribution and service fees.
Income, expenses that are not specific to a particular class, and realized and
unrealized gains and losses are allocated to each class based on the daily value
of the shares of each class in relation to the total value of the Fund.
Dividends are declared separately for each class and the per-share amounts
reflect differences in class-specific expenses.

DISTRIBUTIONS TO SHAREHOLDERS

ALL FUNDS -- Dividends, if any, from net investment income are declared and paid
at least annually by the International Small Cap, Small Cap, Small Company
Value, Value + Growth, Overseas Growth, Marsico Capital Growth, Mid-Cap Growth,
Mid-Cap Value, International Equity and Janus Capital Growth Funds, semiannually
by the Strategic Balanced, Growth and Income, and Equity Income Funds, declared
daily and paid quarterly by the Total Return Bond Fund, and declared daily and
paid monthly by the High Yield Bond and Money Market Funds. Net realized gains
from investment transactions, if any, are distributed at least annually.
Distributions to shareholders are recorded on the ex-dividend date.

3. AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The Non-Feeder Funds have entered into investment management agreements
with American Skandia Investment Services, Inc. ("Investment Manager") which
provide that the Investment Manager will furnish each Fund with investment
advice and investment management and administrative services. The Investment
Manager has engaged the following firms as Sub-advisors for their respective
Funds: Founders Asset Management, Inc. for International Small Cap and Small
Cap; T. Rowe Price Associates, Inc. for Small Company Value; American Century
Investment Management, Inc. for Strategic Balanced; Federated Investment
Counseling for High Yield Bond; Robertson, Stephens & Company Investment
Management, L.P. for Value + Growth; Lord Abbett & Co. for Growth and Income;
Janus Capital Corporation for Overseas Growth; Marsico Capital Management, LLC
for Marsico Capital Growth; and Neuberger&Berman Management Incorporated for
Mid-Cap Growth and Mid-Cap Value.

ADVISORY FEES

NON-FEEDER FUNDS -- The Investment Manager receives a fee, computed daily and
paid monthly, based on an annual rate of 1.10%, .90% 1.00%, .90%, .70%, 1.10%,
1.00%, 1.10%, 1.00%, .90% and .90% of the average daily net assets of the
International Small Cap, Small Cap, Small Company Value, Strategic Balanced,
High Yield Bond, Value + Growth, Growth and Income, Overseas Growth, Marsico
Capital Growth, Mid-Cap Growth, and Mid-Cap Value Funds, respectively. The fee
for International Small Cap is reduced to 1.00% of the average daily net assets
in excess of $100 million. The Investment Manager is currently waiving a portion
of its fee equal to .10%, .20%, and .10% of the average daily net assets of the
Value + Growth, Growth and Income, and Overseas Growth Funds, respectively.

SUB-ADVISORY FEES

NON-FEEDER FUNDS -- The Investment Manager pays each Sub-advisor a fee, computed
daily and paid monthly, based on an annual rate of .60%, .50%, .60%, .50%, .25%,
 .60%, .50%, .60%, .45%, .40%, and .40% of the average daily net assets of the
International Small Cap, Small Cap, Small Company Value, Strategic Balanced,
High Yield Bond, Value + Growth, Growth and Income, Overseas Growth, Marsico
Capital Growth, Mid-Cap Growth and Mid-Cap Value Funds, respectively. The
Sub-advisors for Value + Growth, Growth and Income, and Overseas Growth are
currently waiving a portion of their fee payable by the Investment Manager. The
annual rates of the fees payable to the Sub-advisors for International Small
Cap, Small Cap, Strategic Balanced, High Yield Bond, Value + Growth, Growth and
Income, and Overseas Growth are reduced for Fund net assets in excess of
specified levels.

EXPENSE LIMITATION

ALL FUNDS -- The Investment Manager has voluntarily agreed to limit the
operating expenses of each Fund (exclusive of class-specific distribution fees)
to an annual rate of 1.60%, 1.20%, 1.25%, 1.10%, 1.00%, 1.30%, 1.10%, 1.60%,
1.25%, 1.25%, 1.25%, 1.60%, 1.20%, 1.05%, .90% and 1.00% of the average daily
net assets of the International Small Cap, Small Cap, Small Company Value,
Strategic Balanced, High Yield Bond, Value + Growth, Growth and Income, Overseas
Growth, Marsico Capital Growth, Mid-Cap Growth, Mid-Cap Value, International
Equity, Janus Capital Growth, Equity Income, Total Return Bond and Money Market
Funds, respectively. All amounts paid or payable to the Funds by the Investment
Manager, under the agreement, are reflected in the Statements of Operations.

MANAGEMENT OF THE COMPANY

NON-FEEDER FUNDS -- Certain officers and Directors of the Funds are officers or
directors of the Investment Manager. The Funds pay no compensation directly to
their officers or interested Directors.

DISTRIBUTOR

ALL FUNDS -- American Skandia Marketing, Incorporated ("ASMI") serves as the
principal underwriter and distributor for each Fund. The Company has adopted a
separate Distribution and Service Plan (each a "Plan" and collectively the
"Plans") for Class A, B, C, and X shares of each Fund in accordance with the
requirements of Rule 12b-1 of the Investment Company Act of 1940.

     Under the Class A Plan, the Funds pay ASMI a distribution and service fee
of .50% of the average daily net assets attributable to Class A shares, half of
which is intended as a fee for services provided to existing shareholders. ASMI
uses distribution and service fees received under the Plan to compensate
qualified dealers, brokers, banks, and other financial institutions ("Dealers")
for services provided in connection with the sale of Class A shares and the
maintenance of shareholder accounts. Such compensation is paid by ASMI quarterly
at an annual rate not to exceed .50% of the Funds' average daily net assets
attributable to Class A shares.

     A portion of the sales charge on sales of Class A shares may be retained by
ASMI or allocated to Dealers attributable to the sale of those shares. For the
year ended October 31, 1998, ASMI retained no portion of the sales charge on
sales of Class A shares of the Funds.

     Under the Class B Plan, the Funds pay ASMI a  distribution  and service fee
of 1.00% of the average daily net assets attributable to Class B shares that are
outstanding for eight years or less, a quarter of which is intended as a fee for
services provided to existing  shareholders.  ASMI uses distribution and service
fees  received  under the Plan to  compensate  Dealers for services  provided in
connection  with the sale of Class B shares and the  maintenance  of shareholder
accounts.  Suchcompensation  is paid by ASMI  quarterly at an annual rate not to
exceed  .50% of the  Funds'  average  daily net assets  attributable  to Class B
shares held for over seven years.

     Under the Class C Plan, the Funds pay ASMI a distribution and service fee
of 1.00% of the average daily net assets attributable to Class C shares, a
quarter of which is intended as a fee for services provided to existing
shareholders. ASMI uses distribution and service fees received under the Plan to
compensate Dealers for services provided in connection with the sale of Class C
shares and the maintenance of shareholder accounts. ASMI currently pays a 1.00%
fee to Dealers, in advance, upon sale of Class C shares and retains the fee paid
by the Funds in the first year. After the shares have been held for a year, ASMI
pays such compensation on a quarterly basis.

     Under the Class X Plan, the Funds pay ASMI a distribution and service fee
of 1.00% of the average daily net assets attributable to Class X shares that are
outstanding for ten years or less, a quarter of which is intended as a fee for
services provided to existing shareholders. ASMI uses distribution and service
fees received under the Plan as reimbursement for its purchases of Bonus Shares,
as well as to compensate Dealers for services provided in connection with the
sale of Class X shares and the maintenance of shareholder accounts. Compensation
to Dealers is paid by ASMI quarterly at an annual rate not to exceed .50% of the
Funds' average daily net assets attributable to Class X shares held for over
seven years.

     Purchases of $1 million or more or purchases by certain retirement plans,
with respect to Class A shares, are subject to a contingent deferred sales
charge ("CDSC") if shares are redeemed within 12 months of their purchase. A
CDSC is imposed on Class B and Class X shares redeemed within seven and eight
years, respectively after their purchase. A CDSC is imposed on Class C shares
redeemed within 12 months of their purchase. The maximum CDSC imposed is equal
to 1%, 6%, 1% and 6% of the amount subject to the charge for Class A, B, C, and
X, respectively. During the year ended October 31, 1998, CDSCs collected by ASMI
totaled $124,482, $15,984, and $23,554 for Class B, Class C, and Class X,
respectively.

4. SHARES OF CAPITAL STOCK
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ALL FUNDS -- The authorized capital stock of the Funds is 5.5 billion shares,
with a par value of $.001 per share. Transactions in shares of capital stock,
for the fiscal year ended October 31, 1998, were as follows:
<TABLE>
<CAPTION>
                                CLASS A                     CLASS B                     CLASS C               CLASS X
                       --------------------------   ------------------------   --------------------------   -----------
                         SHARES         AMOUNT        SHARES       AMOUNT        SHARES         AMOUNT        SHARES
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
<S>                    <C>           <C>            <C>          <C>           <C>           <C>            <C>
INTERNATIONAL SMALL
  CAP:
  Sold                      86,775   $    948,154      167,918   $ 1,851,350        84,357   $    908,498       243,435
  Reinvested                    53            523           14           145             7             67            21
  Redeemed                 (11,337)      (122,246)     (55,655)     (653,576)       (7,014)       (75,984)      (29,011)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            75,491   $    826,431      112,277   $ 1,197,919        77,350   $    832,581       214,445
                       ===========   ============   ==========   ===========   ===========   ============   ===========
SMALL CAP:
  Sold                     225,167   $  2,208,610      379,743   $ 3,708,430       254,630   $  2,401,811       479,057
  Redeemed                 (46,693)      (433,840)    (118,369)   (1,132,903)      (31,346)      (297,337)      (55,354)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           178,474   $  1,774,770      261,374   $ 2,575,527       223,284   $  2,104,474       423,703
                       ===========   ============   ==========   ===========   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ------------
<S>                    <C>
INTERNATIONAL SMALL
  CAP:
  Sold                 $  2,658,777
  Reinvested                    209
  Redeemed                 (307,049)
                       ------------
    Net Increase       $  2,351,937
                       ============
SMALL CAP:
  Sold                 $  4,680,015
  Redeemed                 (495,331)
                       ------------
    Net Increase       $  4,184,684
                       ============
</TABLE>



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                CLASS A                     CLASS B                     CLASS C               CLASS X
                       --------------------------   ------------------------   --------------------------   -----------
                         SHARES         AMOUNT        SHARES       AMOUNT        SHARES         AMOUNT        SHARES
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
<S>                    <C>           <C>            <C>          <C>           <C>           <C>            <C>
SMALL COMPANY VALUE:
  Sold                   1,021,252   $ 10,026,934    1,688,655   $16,836,032     1,025,988   $ 10,042,684     1,630,431
  Reinvested                   417          4,374          256         2,684            78            822           212
  Redeemed                (249,839)    (2,272,268)    (301,641)   (2,949,022)     (115,761)    (1,085,977)     (286,276)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           771,830   $  7,759,040    1,387,270   $13,889,694       910,305   $  8,957,528     1,344,367
                       ===========   ============   ==========   ===========   ===========   ============   ===========
STRATEGIC BALANCED:
  Sold                     344,894   $  3,739,190      771,215   $ 8,328,502       294,906   $  3,164,423       683,423
  Reinvested                 1,034         11,486          840         9,409           403          4,523           857
  Redeemed                 (63,105)      (702,418)     (48,880)     (556,672)      (22,222)      (238,433)      (64,172)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           282,823   $  3,048,258      723,175   $ 7,781,239       273,087   $  2,930,513       620,108
                       ===========   ============   ==========   ===========   ===========   ============   ===========
HIGH YIELD BOND:
  Sold                     914,002   $  9,050,780    2,473,078   $24,716,187       805,820   $  8,047,625     1,823,826
  Reinvested                20,089        198,480       45,479       449,899        18,558        183,686        36,017
  Redeemed                (407,297)    (4,038,423)    (427,818)   (4,267,818)     (234,296)    (2,331,581)     (594,353)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           526,794   $  5,210,837    2,090,739   $20,898,268       590,082   $  5,899,730     1,265,490
                       ===========   ============   ==========   ===========   ===========   ============   ===========
VALUE + GROWTH:
  Sold                     283,213   $  3,109,515      898,838   $ 9,815,889       265,927   $  2,904,473       823,445
  Redeemed                 (25,645)      (269,220)    (182,926)   (2,004,334)      (12,530)      (132,150)     (162,643)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           257,568   $  2,840,295      715,912   $ 7,811,555       253,397   $  2,772,323       660,802
                       ===========   ============   ==========   ===========   ===========   ============   ===========
GROWTH AND INCOME:
  Sold                     619,339   $  6,426,893    1,157,925   $12,217,205       509,140   $  5,365,379     1,184,756
  Reinvested                   620          6,849          105         1,167            44            487           127
  Redeemed                 (90,220)      (909,199)    (140,792)   (1,455,882)      (31,713)      (320,384)     (105,837)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           529,739   $  5,524,543    1,017,238   $10,762,490       477,471   $  5,045,482     1,079,046
                       ===========   ============   ==========   ===========   ===========   ============   ===========
OVERSEAS GROWTH:
  Sold                   1,057,414   $ 11,269,484    1,534,948   $16,642,383       994,577   $ 10,851,929     1,166,231
  Redeemed                (222,317)    (2,310,095)     (75,158)     (782,812)      (83,923)      (905,162)      (97,225)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           835,097   $  8,959,389    1,459,790   $15,859,571       910,654   $  9,946,767     1,069,006
                       ===========   ============   ==========   ===========   ===========   ============   ===========
MARSICO CAPITAL
  GROWTH:
  Sold                     726,246   $  7,070,185    1,803,833   $17,639,782     1,148,327   $ 11,278,785       698,173
  Redeemed                 (31,271)      (288,616)     (25,199)     (243,593)      (59,297)      (582,417)     (129,808)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           694,975   $  6,781,569    1,778,634   $17,396,189     1,089,030   $ 10,696,368       568,365
                       ===========   ============   ==========   ===========   ===========   ============   ===========
MID-CAP GROWTH:
  Sold                      49,762   $    538,535       84,911   $   893,803        76,609   $    797,506        43,682
  Redeemed                      --             (4)        (805)       (8,603)           --             --          (549)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            49,762   $    538,531       84,106   $   885,200        76,609   $    797,506        43,133
                       ===========   ============   ==========   ===========   ===========   ============   ===========
MID-CAP VALUE:
  Sold                      70,308   $    703,884      184,421   $ 1,845,182       101,900   $  1,019,193        28,876
  Redeemed                    (285)        (2,856)          --            --        (4,309)       (43,051)           --
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            70,023   $    701,028      184,421   $ 1,845,182        97,591   $    976,142        28,876
                       ===========   ============   ==========   ===========   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ------------
<S>                    <C>
SMALL COMPANY VALUE:
  Sold                 $ 16,569,662
  Reinvested                  2,228
  Redeemed               (2,755,864)
                       ------------
    Net Increase       $ 13,816,026
                       ============
STRATEGIC BALANCED:
  Sold                 $  7,377,704
  Reinvested                  9,648
  Redeemed                 (678,893)
                       ------------
    Net Increase       $  6,708,459
                       ============
HIGH YIELD BOND:
  Sold                 $ 18,256,129
  Reinvested                356,164
  Redeemed               (5,875,943)
                       ------------
    Net Increase       $ 12,736,350
                       ============
VALUE + GROWTH:
  Sold                 $  9,020,684
  Redeemed               (1,754,404)
                       ------------
    Net Increase       $  7,266,280
                       ============
GROWTH AND INCOME:
  Sold                 $ 12,627,277
  Reinvested                  1,410
  Redeemed               (1,075,167)
                       ------------
    Net Increase       $ 11,553,520
                       ============
OVERSEAS GROWTH:
  Sold                 $ 12,776,135
  Redeemed               (1,042,766)
                       ------------
    Net Increase       $ 11,733,369
                       ============
MARSICO CAPITAL
  GROWTH:
  Sold                 $  6,818,287
  Redeemed               (1,153,944)
                       ------------
    Net Increase       $  5,664,343
                       ============
MID-CAP GROWTH:
  Sold                 $    454,990
  Redeemed                   (5,509)
                       ------------
    Net Increase       $    449,481
                       ============
MID-CAP VALUE:
  Sold                 $    288,688
  Redeemed                       --
                       ------------
    Net Increase       $    288,688
                       ============
</TABLE>


<TABLE>
<CAPTION>
                                CLASS A                     CLASS B                     CLASS C               CLASS X
                       --------------------------   ------------------------   --------------------------   -----------
                         SHARES         AMOUNT        SHARES       AMOUNT        SHARES         AMOUNT        SHARES
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
<S>                    <C>           <C>            <C>          <C>           <C>           <C>            <C>
INTERNATIONAL EQUITY:
  Sold                     221,414   $  2,090,387      408,621   $ 3,972,257       250,513   $  2,401,533       555,056
  Redeemed                 (66,338)      (626,464)    (105,111)   (1,010,455)      (33,718)      (319,274)     (101,971)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           155,076   $  1,463,923      303,510   $ 2,961,802       216,795   $  2,082,259       453,085
                       ===========   ============   ==========   ===========   ===========   ============   ===========
JANUS CAPITAL GROWTH:
  Sold                   1,818,238   $ 24,548,459    4,750,569   $58,188,656     1,826,515   $ 22,153,339     3,110,722
  Reinvested                   533          5,971          312         3,136            97            973           310
  Redeemed                (176,653)    (2,408,469)    (523,973)   (6,534,310)     (181,890)    (2,229,981)     (416,083)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase         1,642,118   $ 22,145,961    4,226,908   $51,657,482     1,644,722   $ 19,924,331     2,694,949
                       ===========   ============   ==========   ===========   ===========   ============   ===========
EQUITY INCOME:
  Sold                     800,093   $  9,119,192    1,649,485   $18,887,565       755,077   $  8,644,258     1,605,054
  Reinvested                 3,175         37,119        3,849        45,208         1,661         19,588         4,516
  Redeemed                 (90,254)    (1,022,287)    (254,863)   (2,923,405)      (70,668)      (805,945)     (166,501)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           713,014   $  8,134,024    1,398,471   $16,009,368       686,070   $  7,857,901     1,443,069
                       ===========   ============   ==========   ===========   ===========   ============   ===========
TOTAL RETURN BOND:
  Sold                     677,765   $  7,232,109    1,914,506   $20,252,322     1,053,270   $ 11,077,340     1,202,518
  Reinvested                 4,808         51,616       13,158       139,382        10,237        108,524        12,977
  Redeemed                (129,332)    (1,388,733)    (312,304)   (3,287,557)     (260,589)    (2,760,543)     (161,117)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           553,241   $  5,894,992    1,615,360   $17,104,147       802,918   $  8,425,321     1,054,378
                       ===========   ============   ==========   ===========   ===========   ============   ===========
MONEY MARKET:
  Sold                  20,520,931   $ 20,520,931   25,761,335   $25,761,335    17,068,008   $ 17,068,008    30,862,241
  Reinvested                95,268         95,268      126,073       126,073        76,596         76,596       187,254
  Redeemed             (13,551,379)   (13,551,379)  (9,687,147)   (9,687,147)  (10,580,610)   (10,580,610)  (19,082,355)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase         7,064,820   $  7,064,820   16,200,261   $16,200,261     6,563,994   $  6,563,994    11,967,140
                       ===========   ============   ==========   ===========   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ------------
<S>                    <C>
INTERNATIONAL EQUITY:
  Sold                 $  5,419,289
  Redeemed                 (973,754)
                       ------------
    Net Increase       $  4,445,535
                       ============
JANUS CAPITAL GROWTH:
  Sold                 $ 37,412,759
  Reinvested                  3,128
  Redeemed               (5,073,683)
                       ------------
    Net Increase       $ 32,342,204
                       ============
EQUITY INCOME:
  Sold                 $ 18,427,772
  Reinvested                 53,161
  Redeemed               (1,882,627)
                       ------------
    Net Increase       $ 16,598,306
                       ============
TOTAL RETURN BOND:
  Sold                 $ 12,653,752
  Reinvested                137,290
  Redeemed               (1,706,939)
                       ------------
    Net Increase       $ 11,084,103
                       ============
MONEY MARKET:
  Sold                 $ 30,862,241
  Reinvested                187,254
  Redeemed              (19,082,355)
                       ------------
    Net Increase       $ 11,967,140
                       ============
</TABLE>

     Transactions in shares of capital stock, for the period ended October 31,
1997, were as follows:
<TABLE>
<CAPTION>
                                CLASS A                     CLASS B                     CLASS C               CLASS X
                       --------------------------   ------------------------   --------------------------   -----------
                         SHARES         AMOUNT        SHARES       AMOUNT        SHARES         AMOUNT        SHARES
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
<S>                    <C>           <C>            <C>          <C>           <C>           <C>            <C>
INTERNATIONAL SMALL
  CAP:
  Sold                       9,754   $     97,828       23,340   $   233,440         7,998   $     80,146        20,945
  Redeemed                      --             --           (2)          (25)           (6)           (55)           (2)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase             9,754   $     97,828       23,338   $   233,415         7,992   $     80,091        20,943
                       ===========   ============   ==========   ===========   ===========   ============   ===========
SMALL CAP:
  Sold                      18,372   $    183,278       35,572   $   354,771         7,399   $     73,723        27,161
  Redeemed                      (3)           (25)          (3)          (25)           (2)           (25)           (7)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            18,369   $    183,253       35,569   $   354,746         7,397   $     73,698        27,154
                       ===========   ============   ==========   ===========   ===========   ============   ===========
SMALL COMPANY VALUE:
  Sold                      35,645   $    375,919      110,704   $ 1,167,706        32,096   $    342,052        61,311
  Redeemed                     (17)          (181)         (70)         (760)           (3)           (25)          (29)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            35,628   $    375,738      110,634   $ 1,166,946        32,093   $    342,027        61,282
                       ===========   ============   ==========   ===========   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ------------
<S>                    <C>
INTERNATIONAL SMALL
  CAP:
  Sold                 $    209,179
  Redeemed                      (25)
                       ------------
    Net Increase       $    209,154
                       ============
SMALL CAP:
  Sold                 $    270,490
  Redeemed                      (71)
                       ------------
    Net Increase       $    270,419
                       ============
SMALL COMPANY VALUE:
  Sold                 $    649,944
  Redeemed                     (317)
                       ------------
    Net Increase       $    649,627
                       ============
</TABLE>


                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
                                CLASS A                     CLASS B                     CLASS C               CLASS X
                       --------------------------   ------------------------   --------------------------   -----------
                         SHARES         AMOUNT        SHARES       AMOUNT        SHARES         AMOUNT        SHARES
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
<S>                    <C>           <C>            <C>          <C>           <C>           <C>            <C>
STRATEGIC BALANCED:
  Sold                      83,398   $    838,987       38,292   $   388,813        21,579   $    219,920        39,958
  Redeemed                 (58,685)      (600,178)         (12)         (125)           (3)           (25)           (2)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            24,713   $    238,809       38,280   $   388,688        21,576   $    219,895        39,956
                       ===========   ============   ==========   ===========   ===========   ============   ===========
HIGH YIELD BOND:
  Sold                     216,427   $  2,168,207       92,594   $   924,866        21,719   $    216,988        60,245
  Reinvested                   336          3,338          106         1,056            47            469            82
  Redeemed                    (718)        (7,184)         (53)         (532)       (1,002)        (9,951)       (4,306)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           216,045   $  2,164,361       92,647   $   925,390        20,764   $    207,506        56,021
                       ===========   ============   ==========   ===========   ===========   ============   ===========
INTERNATIONAL EQUITY:
  Sold                      23,490   $    220,217       42,608   $   405,136        21,627   $    207,357        84,453
  Redeemed                    (123)        (1,174)         (81)         (797)           (3)           (25)       (2,063)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            23,367   $    219,043       42,527   $   404,339        21,624   $    207,332        82,390
                       ===========   ============   ==========   ===========   ===========   ============   ===========
CAPITAL GROWTH:
  Sold                      66,046   $    768,680      168,878   $ 1,766,154        44,354   $    465,523       144,494
  Redeemed                  (5,101)       (59,528)        (298)       (3,181)           (3)           (25)          (10)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            60,945   $    709,152      168,580   $ 1,762,973        44,351   $    465,498       144,484
                       ===========   ============   ==========   ===========   ===========   ============   ===========
EQUITY INCOME:
  Sold                      44,136   $    459,412      134,825   $ 1,411,321        24,377   $    255,486       112,415
  Redeemed                      --             --         (162)       (1,731)           --             --           (32)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase            44,136   $    459,412      134,663   $ 1,409,590        24,377   $    255,486       112,383
                       ===========   ============   ==========   ===========   ===========   ============   ===========
TOTAL RETURN BOND:
  Sold                       5,693   $     57,481       54,044   $   542,228        16,227   $    163,314        40,314
  Reinvested                    10            103           20           202            10            103            43
  Redeemed                    (746)        (7,525)        (202)       (2,025)           (3)           (25)          (23)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase             4,957   $     50,059       53,862   $   540,405        16,234   $    163,392        40,334
                       ===========   ============   ==========   ===========   ===========   ============   ===========
MONEY MARKET:
  Sold                     374,404   $    374,404      702,299   $   702,299       531,152   $    531,152       874,395
  Reinvested                 1,094          1,094        1,141         1,141           891            891           725
  Redeemed                 (78,485)       (78,485)    (349,856)     (349,856)     (200,540)      (200,540)     (308,714)
                       -----------   ------------   ----------   -----------   -----------   ------------   -----------
    Net Increase           297,013   $    297,013      353,584   $   353,584       331,503   $    331,503       566,406
                       ===========   ============   ==========   ===========   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ------------
<S>                    <C>
STRATEGIC BALANCED:
  Sold                 $    399,935
  Redeemed                      (25)
                       ------------
    Net Increase       $    399,910
                       ============
HIGH YIELD BOND:
  Sold                 $    600,477
  Reinvested                    811
  Redeemed                  (43,056)
                       ------------
    Net Increase       $    558,232
                       ============
INTERNATIONAL EQUITY:
  Sold                 $    806,216
  Redeemed                  (19,413)
                       ------------
    Net Increase       $    786,803
                       ============
CAPITAL GROWTH:
  Sold                 $  1,503,024
  Redeemed                     (105)
                       ------------
    Net Increase       $  1,502,919
                       ============
EQUITY INCOME:
  Sold                 $  1,168,540
  Redeemed                     (339)
                       ------------
    Net Increase       $  1,168,201
                       ============
TOTAL RETURN BOND:
  Sold                 $    405,133
  Reinvested                    430
  Redeemed                     (233)
                       ------------
    Net Increase       $    405,330
                       ============
MONEY MARKET:
  Sold                 $    874,395
  Reinvested                    725
  Redeemed                 (308,714)
                       ------------
    Net Increase       $    566,406
                       ============
</TABLE>

5. TAX MATTERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ALL FUNDS -- Each Fund intends to qualify as a regulated investment company
under the Internal Revenue Code and to distribute all of its taxable income,
including any net realized gains on investments, to shareholders. Accordingly,
no provision for Federal income or excise tax has been made.

     Income and capital gains of the Funds are  determined  in  accordance  with
both tax  regulations and generally  accepted  accounting  principles.  Such may
result in temporary and  permanent  differences  between tax basis  earnings and
earnings reported for financial statement purposes.  Temporary  differences that
result in over-distributions  for financial statement purposes are classified as
distributions  in excess of net investment  income or  accumulated  net realized
gains.  Permanent differences in the recognition of earnings are reclassified to
additional  paid-in capital.  Distributions in excess of tax-basis  earnings are
recorded as a return of capital.

CAPITAL LOSS CARRYFORWARDS -- At October 31, 1998, the following Funds had, for
Federal income tax purposes, capital loss carryforwards available to offset
future net realized capital gains.

<TABLE>
<CAPTION>
                                                        EXPIRING IN
                                                    2005         2006
                                                   -------    ----------
<S>                                                <C>        <C>
International Small Cap                            $    --    $  185,715
Small Cap                                               --       860,425
Small Company Value                                     37       334,901
Strategic Balanced                                   1,010     1,067,686
High Yield Bond                                      4,183        17,619
Value + Growth                                          --     2,108,704
Growth and Income                                       --     1,122,945
Overseas Growth                                         --     2,242,636
Marsico Capital Growth                                  --       682,762
International Equity                                    --        73,332
Capital Growth                                      38,807     4,789,881
Equity Income                                       12,699       517,156
Money Market                                            --           666
</TABLE>

6. PORTFOLIO SECURITIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NON-FEEDER FUNDS -- Purchases and sales of securities, other than U.S.
government securities, and short-term obligations, during the year ended October
31, 1998, were as follows:

<TABLE>
<CAPTION>
                                               PURCHASES        SALES
                                              -----------    -----------
<S>                                           <C>            <C>
International Small Cap                       $4,951,361     $ 1,110,168
Small Cap                                     11,392,099       3,394,331
Small Company Value                           41,610,709         789,030
Strategic Balanced                            25,519,621       7,498,693
High Yield Bond                               46,250,707       4,437,545
Value + Growth                                38,795,276      18,604,553
Growth and Income                             36,100,399       5,313,059
Overseas Growth                               48,437,604      12,495,864
Marsico Capital Growth                        42,367,176       9,745,208
Mid-Cap Growth                                 2,786,452         726,882
Mid-Cap Value                                  2,945,246          23,376
</TABLE>

     Purchases and sales of U.S. government securities, during the year ended
October 31, 1998, were as follows:

<TABLE>
<CAPTION>
                                               PURCHASES        SALES
                                              -----------    -----------
<S>                                           <C>            <C>
Strategic Balanced                            $6,683,591     $   416,320
</TABLE>



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


     At October 31, 1998, the cost and unrealized appreciation or depreciation
in value of the investments owned by the Non-Feeder Funds, for Federal income
tax purposes, were as follows:

<TABLE>
<CAPTION>
                                                                            NET
                                          GROSS           GROSS          UNREALIZED
                         AGGREGATE      UNREALIZED      UNREALIZED      APPRECIATION
                           COST        APPRECIATION    DEPRECIATION    (DEPRECIATION)
                        -----------    ------------    ------------    --------------
<S>                     <C>             <C>             <C>             <C>
International Small
  Cap                   $4,046,019      $  281,552      $  352,399      $   (70,847)
Small Cap               10,348,350         895,421         847,154           48,267
Small Company Value     46,746,553       1,347,533       6,917,822       (5,570,289)
Strategic Balanced      20,203,082       1,387,652          93,918        1,293,734
High Yield Bond         49,843,749         197,148       3,177,618       (2,980,470)
Value + Growth          18,729,362       1,870,558         655,171        1,215,387
Growth and Income       32,768,310       1,862,254         990,423          871,831
Overseas Growth         42,503,052       2,835,607       1,667,064        1,168,543
Marsico Capital Growth  41,909,067       2,095,979         177,421        1,918,558
Mid-Cap Growth           2,439,556         267,154          40,107          227,047
Mid-Cap Value            3,688,249          96,229          15,668           80,561
</TABLE>


REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Shareholders and Board of Directors
of American Skandia Advisor Funds, Inc:

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of investments, and the related statements of operations and of
changes in net assets and the financial highlights present fairly, in all
material respects, the financial position of ASAF Founders International Small
Capitalization Fund, ASAF Founders Small Capitalization Fund, ASAF T. Rowe Price
Small Company Value Fund, ASAF American Century Strategic Balanced Fund, ASAF
Federated High Yield Bond Fund, ASAF Robertson Stephens Value + Growth Fund,
ASAF Lord Abbett Growth and Income Fund, ASAF Janus Overseas Growth Fund, ASAF
Marsico Capital Growth Fund, ASAF Neuberger&Berman Mid-Cap Growth Fund, ASAF
Neuberger&Berman Mid-Cap Value Fund, ASAF T. Rowe Price International Equity
Fund, ASAF Janus Capital Growth Fund, ASAF INVESCO Equity Income Fund, ASAF
Total Return Bond Fund and ASAF JPM Money Market Fund of American Skandia
Advisor Funds, Inc. (the "Company"), at October 31, 1998, the results of their
operations, the changes in each of their net assets and the financial highlights
for each of the periods presented, in conformity with generally accepted
accounting principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities owned at October 31, 1998 by correspondence with the
custodians and brokers, provide a reasonable basis for the opinion expressed
above.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
December 11, 1998



                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


                     [This page intentionally left blank.]




                         AMERICAN SKANDIA MASTER TRUST
                            SCHEDULES OF INVESTMENTS
                                OCTOBER 31, 1998

               ASMT T. ROWE PRICE INTERNATIONAL EQUITY PORTFOLIO
                      ASMT JANUS CAPITAL GROWTH PORTFOLIO
                      ASMT INVESCO EQUITY INCOME PORTFOLIO
                     ASMT PIMCO TOTAL RETURN BOND PORTFOLIO
                        ASMT JPM MONEY MARKET PORTFOLIO



ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
FOREIGN STOCK -- 95.1%
  ARGENTINA -- 0.8%
    Banco de Galicia y
      Buenos Aires SA de CV
      [ADR] (Financial-Bank
      & Trust)                   434    $     7,405
    Banco Frances SA [ADR]
      (Financial-Bank &
      Trust)                     360          7,515
    Perez Companc SA* (Oil &
      Gas)                     4,560         22,351
    Telefonica de Argentina
      SA Cl-B [ADR]
      (Telecommuncations)        880         29,095
    YPF SA [ADR] (Oil & Gas)   1,730         50,062
                                        -----------
                                            116,428
                                        -----------
  AUSTRALIA -- 2.6%
    AMP Ltd.* (Insurance)      1,000         11,844
    Australian Gas Light Co.
      Ltd. (Utilities)         3,092         22,142
    Brambles Industries Ltd.
      (Transportation)         1,000         21,835
    Broken Hill Proprietary
      Co. Ltd. (Metals &
      Mining)                  2,036         17,230
    Colonial Ltd. (Financial
      Services)                5,073         16,548
    Commonwealth Bank of
      Australia
      (Financial-Bank &
      Trust)                   3,050         37,749
    Fosters Brewing Group
      Ltd. (Beverages)         5,000         12,228
    Goodman Fielder Ltd.
      (Food)                  12,000         15,778
    John Fairfax Holdings
      Ltd. (Printing &
      Publishing)              6,000         10,454
    Lend Lease Corp. Ltd.
      (Financial Services)     1,000         21,964
    National Australia Bank
      Ltd. (Financial-Bank &
      Trust)                   1,022         13,482
    News Corp. Ltd.
      (Broadcasting)           4,005         27,239
    News Corp. Ltd. Pfd.
      (Broadcasting)           4,013         24,023
    Publishing &
      Broadcasting Ltd.
      (Broadcasting)           3,000         11,854
    Star City Holdings Ltd.*
      (Entertainment &
      Leisure)                13,000          8,818
    TABCORP Holdings Ltd.
      (Entertainment &
      Leisure)                 4,000         26,494
    Telstra Corp. Ltd.
      (Telecommunications)    10,000         39,514
    Westpac Banking Corp.
      Ltd. (Financial-Bank &
      Trust)                   5,065         30,667
    Woodside Petroleum Ltd.
      (Oil & Gas)              3,000         15,784
                                        -----------
                                            385,647
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
  BELGIUM -- 1.7%
    Dexia (Credit Communal)
      Belgium
      (Financial Services)       130    $    21,122
    Fortis AG (Insurance)        250         71,870
    KBC Bancassurance
      Holdings NV
      (Financial-Bank &
      Trust)                   2,110        147,321
    Societe Europeene des
      Satellites [FDR]*
      (Broadcasting)             100         16,687
                                        -----------
                                            257,000
                                        -----------
  BRAZIL -- 1.4%
    Companhia Brasileira de
      Distribuicoa Grupo Pao
      de Acucar [GDR]
      (Retail &
      Merchandising)           1,000         16,125
    Companhia Energetica de
      Minas Geras [ADR]
      (Utilities)              1,223         23,786
    Telecomunicacoes
      Brasileiras SA [ADR]
      (Telecommunications)     2,000        151,875
    Uniao de Bancos
      Brasileiros SA [GDR]
      (Financial-Bank &
      Trust)                   1,000         17,500
                                        -----------
                                            209,286
                                        -----------
  CANADA -- 0.2%
    Alcan Aluminium Ltd.
      (Metals & Mining)          760         19,037
    Royal Bank of Canada
      (Financial-Bank &
      Trust)                     250         11,490
                                        -----------
                                             30,527
                                        -----------
  CHILE -- 0.1%
    Chilectra SA [ADR] 144A*
      (Utilities)                464          9,128
    Compania Cervecerias
      Unidas SA [ADR]
      (Beverages)                430          7,740
                                        -----------
                                             16,868
                                        -----------
  CHINA -- 0.2%
    Huaneng Power
      International, Inc.
      [ADR]* (Utilities)       2,000         27,500
                                        -----------
  CZECH REPUBLIC -- 0.1%
    SPT Telecom AS
      (Telecommunications)       795         12,036
                                        -----------
</TABLE>



<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
 <S>                          <C>       <C>
  DENMARK -- 0.4%
    Den Danske Bank
      (Financial Services)       240    $    32,592
    Tele Danmark AS
      (Telecommunications)       120         13,075
    Unidanmark AS Cl-A
      (Financial Services)       130          9,911
                                        -----------
                                             55,578
                                        -----------
  FINLAND -- 0.5%
    Nokia Oyj Cl-A
      (Telecommunications)       910         82,811
                                        -----------
  FRANCE -- 10.0%
    Alcatel
      (Telecommunications)       500         55,697
    AXA SA (Insurance)           900        101,712
    Canal Plus
      (Broadcasting)              50         12,129
    Carrefour Supermarche SA
      (Retail &
      Merchandising)              90         59,731
    Compagnie de Saint-
      Gobain (Industrial
      Products)                  440         65,087
    Credit Commercial de
      France (Financial-Bank
      & Trust)                   590         41,429
    Dexia France SA
      (Financial Services)       120         17,686
    Groupe Danone (Food)         200         52,871
    Groupe GTM (Medical
      Supplies & Equipment)      130         14,083
    L'Oreal (Consumer
      Products)                   50         28,568
    Lafarge SA (Building
      Materials)                 250         25,554
    Lapeyre SA (Building
      Materials)                 180         15,872
    Legrand SA (Electronic
      Components &
      Equipment)                 110         28,030
    Pathe SA (Broadcasting)       70         13,365
    Pinault-Printemps
      Redoute SA (Retail &
      Merchandising)             810        135,562
    Sanofi SA (Medical
      Supplies & Equipment)      690        108,028
    Schneider SA (Electronic
      Components &
      Equipment)               1,130         67,065
    Societe Generale
      (Financial Services)       300         39,681
    Societe Nationale Elf
      Aquitaine SA (Oil &
      Gas)                       400         46,285
    Societe Television
      Francaise
      (Broadcasting)             380         62,776
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                          <C>      <C>
    Sodexho SA*
      (Restaurants)              508    $    98,640
    STMicroelectronics NV*
      (Semiconductors)           410         25,086
    Total SA Cl-B (Oil &
      Gas)                     1,320        152,265
    Vivendi (Conglomerates)    1,000        228,366
                                        -----------
                                          1,495,568
                                        -----------
  GERMANY -- 7.3%
    Allianz AG (Insurance)       240         80,498
    Bayer AG
      (Pharmaceuticals)        1,450         58,440
    Bayerische Hypo-Und
      Vereinsbank AG*
      (Financial-Bank &
      Trust)                   1,800        143,463
    Buderus AG (Industrial
      Products)                   30         12,408
    Deutsche Bank AG
      (Financial Services)     1,140         73,686
    Deutsche Telekom AG
      (Telecommunications)     2,110         57,076
    Dresdner Bank AG
      (Financial Services)     1,880         74,125
    Fresenius AG Pfd.
      (Pharmaceuticals)           50          8,740
    Gehe AG
      (Pharmaceuticals)        1,880        136,217
    Hoechst AG (Chemicals)       620         25,868
    Hornbach Holdings AG
      Pfd. (Retail &
      Merchandising)             200         15,336
    Mannesmann AG
      (Industrial Products)    1,130        109,440
    Rhoen-Klinikum AG
      (Healthcare Services)      290         28,892
    SAP AG (Computer
      Services & Software)       200         85,498
    SAP AG Pfd. (Computer
      Services & Software)       110         53,533
    Siemens AG (Industrial
      Products)                  460         27,941
    Veba AG (Utilities)        1,510         82,877
    Volkswagen AG
      (Automobile
      Manufacturers)             380         28,589
                                        -----------
                                          1,102,627
                                        -----------
</TABLE>



                                                   AMERICAN SKANDIA MASTER TRUST

ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
  HONG KONG -- 1.3%
    Cheung Kong Holdings
      Ltd. (Real Estate)       1,000    $     6,842
    China Light & Power Co.
      Ltd. (Utilities)         5,000         28,080
    Hang Seng Bank Ltd.
      (Financial Services)     1,000          8,650
    Henderson Land
      Development Co. Ltd.
      (Real Estate)            4,000         19,675
    Hong Kong
      Telecommunications
      Ltd.
      (Telecommunications)    11,600         23,213
    Hutchison Whampoa Ltd.
      (Conglomerates)         14,000        100,312
    Sun Hung Kai & Co.
      (Conglomerates)          1,000          6,972
                                        -----------
                                            193,744
                                        -----------
  IRELAND -- 0.0%
    CBT Group PLC [ADR]*
      (Computer Services &
      Software)                  220          2,626
                                        -----------
  ITALY -- 5.4%
    Assicurazioni Generali
      (Insurance)              2,160         77,397
    Banca Commerciale Italia
      NA (Financial-Bank &
      Trust)                   4,000         24,734
    Banca di Roma*
      (Financial-Bank &
      Trust)                  29,000         50,629
    Ente Nazionale
      Idrocarburi SPA (Oil &
      Gas)                    14,000         83,323
    Industrie Natuzzi SPA
      [ADR] (Furniture)        1,000         18,188
    Istituto Mobiliare
      Italiano SPA
      (Financial Services)     5,000         76,914
    Istituto Nazionale delle
      Assicurazioni
      (Insurance)             11,000         30,317
    Italgas SPA (Utilities)    5,000         22,906
    La Rinascente SPA
      (Retail &
      Merchandising)           1,000          9,645
    Mediolanum SPA
      (Insurance)              2,000         49,811
    Telecom Italia Mobile
      SPA
      (Telecommunications)    19,000        110,356
    Telecom Italia SPA
      (Telecommunications)    23,000        166,372
    Unicredito Italiano SPA
      (Financial-Bank &
      Trust)                  17,000         91,320
                                        -----------
                                            811,912
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                          <C>      <C>
  JAPAN -- 16.3%
    Advantest Corp.
      (Semiconductors)           200    $    12,615
    Alps Electric Co. Ltd.
      (Electronic Components
      & Equipment)             2,000         27,530
    Canon, Inc. (Consumer
      Products)                6,000        113,536
    Citizen Watch Co. Ltd.
      (Retail &
      Merchandising)           2,000         11,053
    Dai Nippon Screen
      Manufacturing Co. Ltd.
      (Machinery &
      Equipment)               1,000          2,188
    Daiichi Pharmaceutical
      Co. Ltd.
      (Pharmaceuticals)        3,000         50,074
    Daiwa House Industry Co.
      Ltd. (Construction)      4,000         45,140
    DDI Corp.
      (Telecommunications)         7         20,425
    Denso Corp. (Automotive
      Parts)                   6,000        113,021
    East Japan Railway Co.
      Ltd. (Railroads)            10         59,300
    Fanuc Co. (Electronic
      Components &
      Equipment)                 800         24,029
    Fujitsu Ltd. (Electronic
      Components &
      Equipment)               1,000         10,641
    Hitachi Ltd. (Electronic
      Components &
      Equipment)               7,000         35,623
    Honda Motor Co. Ltd.
      (Automobile
      Manufacturers)           1,000         30,036
    Ito-Yokado Co. Ltd.
      (Retail &
      Merchandising)           2,000        116,712
    Kao Corp. (Consumer
      Products & Services)     3,000         60,759
    Kokuyo Co. Ltd. (Office
      Equipment)               2,000         26,603
    Komatsu Ltd. (Machinery
      & Equipment)             4,000         21,626
    Komori Corp. (Machinery
      & Equipment)             2,000         36,730
    Kuraray Co. Ltd.
      (Medical Supplies &
      Equipment)               4,000         42,668
    Kyocera Corp.
      (Electronic Components
      & Equipment)             2,000         88,392
</TABLE>



<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
    <S>                       <C>       <C>
    Makita Corp. (Machinery
      & Equipment)             3,000    $    31,718
    Matsushita Electric
      Industrial Co.
      (Electronic Components
      & Equipment)             7,000        102,783
    Mauri Co. Ltd. (Retail &
      Merchandising)           5,000         87,105

    Mitsubishi Corp.
      (Conglomerates)          5,000         26,475
    Mitsubishi Heavy
      Industries Ltd.
      (Machinery &
      Equipment)              19,000         73,374
    Mitsui Fudosan Co. Ltd.
      (Real Estate)           10,000         66,423
    Murata Manufacturing Co.
      Ltd. (Electronic
      Components &
      Equipment)               2,000         67,452
    NEC Corp. (Electronic
      Components &
      Equipment)              11,000         81,466
    Nippon Telegraph &
      Telephone Corp.
      (Telecommunications)         5         39,133
    Nomura Securities Co.
      Ltd. (Financial
      Services)                6,000         45,312
    Pioneer Electronic Corp.
      (Electronic Components
      & Equipment)             1,000         16,477
    Sankyo Co. Ltd.
      (Pharmaceuticals)        5,000        112,850
    Sekisui Chemical Co.
      Ltd. (Chemicals)         5,000         27,247
    Sekisui House Ltd.
      (Construction)           4,000         39,854
    Seven-Eleven Japan Co.
      Ltd. (Retail &
      Merchandising)           1,000         76,034
    Shin-Etsu Chemical Co.
      (Chemicals)              4,000         79,639
    Shiseido Co. Ltd.
      (Consumer Products &
      Services)                2,000         21,901
    Sony Corp. (Electronic
      Components &
      Equipment)               1,600        101,608
    Sumitomo Corp.
      (Conglomerates)          7,000         33,520
    Sumitomo Electric
      Industries (Machinery
      & Equipment)             9,000         99,634
    Sumitomo Forestry Co.
      (Construction)           2,000         13,611
    TDK Corp. (Consumer
      Products & Services)     2,000        131,815
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                         <C>       <C>
    Tokio Marine & Fire
      Insurance Co.
      (Insurance)              2,000    $    22,742
    Tokyo Electron Ltd.
      (Electronic Components
      & Equipment)             1,000         32,525
    Toppan Printing Co. Ltd.
      (Printing &
      Publishing)              4,000         41,021
    UNY Co. Ltd. (Retail &
      Merchandising)           2,000         32,611
                                        -----------
                                          2,453,031
                                        -----------
  KOREA -- 0.1%
    Korea Fund, Inc.**
      (Financial Services)     1,714         14,248
                                        -----------
  MEXICO -- 1.9%
    Cemex SA de CV (Building
      Materials)                  90            211
    Cemex SA de CV [ADR]*
      (Building Materials)     4,000         18,374
    Cemex SA de CV Cl-B
      (Building Materials)     3,000          8,150
    Cifra SA [ADR]* (Retail
      & Merchandising)           620          8,317
    Fomento Economico
      Mexicano SA de CV UBD
      Units* (Conglomerates)  10,000         25,191
    Gruma SA [ADS]* (Food)       525          5,290
    Gruma SA Cl-B* (Food)      4,067         10,245
    Grupo Industrial Maseca
      SA de CV Cl-B (Food)    17,000         14,040
    Grupo Modelo SA de CV
      Cl-C (Beverages)        12,000         25,428
    Grupo Televisa SA [GDR]*
      (Broadcasting)           1,000         27,125
    Kimberly-Clark de Mexico
      SA Cl-A (Paper &
      Forest Products)         4,000         11,459
    Panamerican Beverages,
      Inc. Cl-A (Beverages)    1,000         20,250
    Telefonos de Mexico SA
      Cl-L [ADR]
      (Telecommunications)     2,000        105,625
    TV Azteca SA de CV [ADR]
      (Broadcasting)           1,000          8,750
                                        -----------
                                            288,455
                                        -----------
</TABLE>



                                                   AMERICAN SKANDIA MASTER TRUST

ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
  <S>                         <C>       <C>
  NETHERLANDS -- 10.8%
    ABN AMRO Holding NV
      (Financial-Bank &
      Trust)                   3,610    $    67,651
    AKZO Nobel NV
      (Chemicals)                240          9,329
    ASM Lithography Holding
      NV* (Electronic
      Components &
      Equipment)               1,720         43,652
    CSM NV (Food)              1,550         76,351
    Elsevier NV (Printing &
      Publishing)              7,950        111,949
    Fortis Amev NV
      (Insurance)              1,500         97,420
    Gucci Group NV (Clothing
      & Apparel)                 335         12,772
    ING Groep NV (Financial-
      Bank & Trust)            4,080        197,481
    Koninklijke Ahold NV
      (Food)                   2,970         98,752
    Koninklijke Numico NV
      (Food)                   1,190         46,831
    KPN NV
      (Telecommunications)       640         24,878
    PolyGram NV
      (Entertainment &
      Leisure)                 1,050         61,898
    Royal Dutch Petroleum
      Co. (Oil & Gas)          4,620        223,124
    Royal Philips
      Electronics NV
      (Electronic Components
      & Equipment)               750         39,916
    TNT Post Group NV
      (Transportation)           280          7,496
    Unilever NV (Consumer
      Products & Services)     2,060        152,872
    Wolters Kluwer NV
      (Printing &
      Publishing)              1,830        354,697
                                        -----------
                                          1,627,069
                                        -----------
  NEW ZEALAND -- 0.1%
    Telecom Corp. of New
      Zealand Ltd.
      (Telecommunications)     3,000         12,309
    Telecom Corp. of New
      Zealand Ltd. Cl-IR
      (Telecommunications)     2,000          3,896
                                        -----------
                                             16,205
                                        -----------
  NORWAY -- 1.5%
    Norsk Hydro AS
      (Industrial Products)    2,480        107,650
    Orkla ASA Cl-A (Consumer
      Products & Services)     6,330        106,902
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
 <S>                          <C>       <C>
    Saga Petroleum ASA (Oil
      & Gas)                     520    $     6,560
                                        -----------
                                            221,112
                                        -----------
  PORTUGAL -- 0.5%
    Jeronimo Martins, SGPS,
      SA (Retail &
      Merchandising)           1,720         74,571
                                        -----------
  SINGAPORE -- 0.1%
    Singapore Press Holdings
      Ltd. (Printing &
      Publishing)              1,149          9,950
    Singapore
      Telecommunications
      Ltd.
      (Telecommunications)     6,000         10,355
                                        -----------
                                             20,305
                                        -----------
  SPAIN -- 3.0%
    Banco Bilbao Vizcaya SA
      (Financial-Bank &
      Trust)                   2,310         31,102
    Banco Santander SA
      (Financial Services)     3,651         66,751
    Corporacion Bancaria de
      Espana SA (Financial-
      Bank & Trust)            1,790         38,878
    Endesa SA (Utilities)      2,500         62,892
    Gas Natural SDG SA (Oil
      & Gas)                     460         39,541
    Iberdrola SA
      (Conglomerates)          2,620         42,238
    Repsol SA (Oil & Gas)        560         28,056
    Telefonica SA
      (Telecommunications)     3,120        140,616
                                        -----------
                                            450,074
                                        -----------
  SWEDEN -- 3.2%
    ABB AB Cl-A (Machinery &
      Equipment)               2,600         27,441
    Astra AB Cl-B
      (Pharmaceuticals)        7,160        112,206
    Atlas Copco AB Cl-B
      (Machinery &
      Equipment)               1,610         37,383
    Electrolux AB Cl-B
      (Consumer Products &
      Services)                4,300         64,636
    Hennes & Mauritz
      AB Cl-B (Clothing &
      Apparel)                 1,800        126,649
    Nordbanken Holding Co.
      AB (Financial-Bank &
      Trust)                  13,260         79,388
    Sandvik AB Cl-B
      (Machinery &
      Equipment)               1,300         26,692
                                        -----------
                                            474,395
                                        -----------
</TABLE>


<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
  SWITZERLAND -- 6.7%
    ABB AG (Equipment
      Services)                   50    $    59,893
    Adecco SA (Business
      Services)                  210         83,746
    Credit Suisse Group
      (Financial Services)       410         63,055
    Nestle SA (Food)             140        297,765
    Novartis AG (Medical
      Supplies & Equipment)      120        216,234
    Roche Holding AG
      (Pharmaceuticals)           10        116,684
    Swisscom AG*
      (Telecommunications)        63         21,355
    UBS AG (Financial-Bank &
      Trust)                     552        151,443
                                        -----------
                                          1,010,175
                                        -----------
  UNITED KINGDOM -- 18.9%
    Abbey National PLC
      (Financial Services)     5,000         97,300
    ASDA Group PLC (Retail &
      Merchandising)          16,000         43,140
    BG PLC (Oil & Gas)         5,000         32,782
    British Petroleum Co.
      PLC (Oil & Gas)          5,000         73,436
    Cable & Wireless PLC
      (Telecommunications)    10,000        112,205
    Cadbury Schweppes PLC
      (Food)                   8,000        122,588
    Caradon PLC (Building
      Materials)              12,000         24,920
    Centrica PLC* (Oil &
      Gas)                     6,000         11,656
    Compass Group PLC (Food)   7,000         70,924
    Diageo PLC (Consurmer
      Products & Services)    20,776        224,419
    Electrocomponents PLC
      (Electronic Components
      & Equipment)             3,000         19,858
    GKN PLC (Conglomerates)    2,000         24,317
    Glaxo Wellcome PLC
      (Pharmaceuticals)        8,000        248,660
    Kingfisher PLC (Retail &
      Merchandising)          24,000        210,812
    Ladbroke Group PLC
      (Entertainment &
      Leisure)                 7,000         25,644
    National Westminster
      Bank PLC
      (Financial-Bank &
      Trust)                  22,000        371,751
    Rank Group PLC
      (Entertainment &
      Leisure)                 4,000         16,379
    Reed International PLC
      (Printing &
      Publishing)             19,000        160,847
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                           <C>       <C>
    Rio Tinto PLC (Metals &
      Mining)                  6,000    $    72,850
    Rolls-Royce PLC
      (Machinery &
      Equipment)               4,000         14,771
    Safeway PLC (Retail &
      Merchandising)           9,000         45,217
    Shell Transport &
      Trading Co. PLC (Oil &
      Gas)                    31,000        188,325
    Smith, (David S.)
      Holdings PLC
      (Paper & Forest
      Products)                5,000         10,551
    SmithKline Beecham PLC
      (Pharmaceuticals)       27,000        337,771
    Tesco PLC (Retail &
      Merchandising)          24,000         67,725
    Tomkins PLC
      (Conglomerates)         23,000        106,502
    Unilever PLC (Consumer
      Products & Services)     1,000         10,048
    United News & Media PLC
      (Printing &
      Publishing)              8,000         88,558
                                        -----------
                                          2,833,956
                                        -----------
TOTAL INVESTMENTS -- 95.1%
  (Cost $14,409,218)                     14,283,754
OTHER ASSETS LESS
  LIABILITIES -- 4.9%                       737,029
                                        -----------
NET ASSETS -- 100.0%                    $15,020,783
                                        ===========
</TABLE>

Foreign currency exchange contracts outstanding at October 31, 1998:

<TABLE>
<CAPTION>
SETTLEMENT             CONTRACTS TO   IN EXCHANGE   CONTRACTS     UNREALIZED
MONTH         TYPE       RECEIVE          FOR       AT VALUE     DEPRECIATION
- ------------------------------------------------------------------------------
<S>          <C>          <C>           <C>          <C>             <C>
Nov-98       Buy GBP      50,875        $85,271      $85,100         $171
                                        =======      =======         ====
</TABLE>

- -------------------------------------------------------
Unless otherwise noted, all stocks are common stock.
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing securities.
** Closed-end fund.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 0.1% of net assets.

See Notes to Financial Statements.


                                                   AMERICAN SKANDIA MASTER TRUST


ASMT JANUS
CAPITAL GROWTH PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                            SHARES            VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
COMMON STOCK -- 76.4%
  BEVERAGES -- 1.6%
    Coca-Cola Co.            36,115    $  2,442,277
                                       ------------
  COMPUTER HARDWARE -- 5.3%
    Dell Computer Corp.*    125,530       8,237,906
                                       ------------
  COMPUTER SERVICES & SOFTWARE -- 23.7%
    America Online, Inc.*    81,015      10,293,968
    Cisco Systems, Inc.*     94,177       5,933,151
    Edwards, (J.D.) & Co.*   36,825       1,206,019
    Intuit, Inc.*            51,610       2,606,305
    Microsoft Corp.*         88,360       9,355,115
    VERITAS Software
      Corp.*                143,725       7,204,216
                                       ------------
                                         36,598,774
                                       ------------
  CONSUMER PRODUCTS & SERVICES -- 1.9%
    Colgate-Palmolive Co.    32,805       2,899,142
                                       ------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 6.6%
    General Electric Co.     68,965       6,034,437
    Texas Instruments,
      Inc.                   64,775       4,141,552
                                       ------------
                                         10,175,989
                                       ------------
  ENTERTAINMENT & LEISURE -- 4.6%
    Time Warner, Inc.        76,785       7,126,608
                                       ------------
  FINANCIAL -- BANK & TRUST -- 1.5%
    U.S. Bancorp             65,215       2,380,348
                                       ------------
  FINANCIAL SERVICES -- 2.1%
    Fannie Mae               44,710       3,166,027
                                       ------------
  FOOD -- 2.3%
    Safeway, Inc.*           74,195       3,547,448
                                       ------------
  HEALTHCARE SERVICES -- 1.6%
    IMS Health, Inc.         37,125       2,468,813
                                       ------------
  OFFICE EQUIPMENT -- 1.1%
    Staples, Inc.*           51,775       1,689,159
                                       ------------
  PHARMACEUTICALS -- 8.9%
    Lilly, (Eli) & Co.       15,610       1,263,434
    MedImmune, Inc.*         23,945       1,610,301
    Pfizer, Inc.             47,713       5,120,201
    Warner-Lambert Co.       72,398       5,674,193
                                       ------------
                                         13,668,129
                                       ------------
  RETAIL & MERCHANDISING -- 5.4%
    Costco Companies,
      Inc.*                 123,595       7,014,016
    Home Depot, Inc.         28,520       1,240,620
                                       ------------
                                          8,254,636
                                       ------------
</TABLE>

<TABLE>
<CAPTION>
                            SHARES            VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                         <C>        <C>
  TELECOMMUNICATIONS -- 9.8%
    Global TeleSystems
      Group, Inc.*           20,015    $    801,851
    Lucent Technologies,
      Inc.                   31,985       2,564,797
    MCI WorldCom, Inc.*      49,500       2,734,875
    Nokia Corp. Cl-A [ADR]   74,105       6,896,397
    Qwest Communications
      International, Inc.*   55,165       2,158,331
                                       ------------
                                         15,156,251
                                       ------------
TOTAL COMMON STOCK (Cost
  $101,363,607)                         117,811,507
                                       ------------
FOREIGN STOCK -- 2.5%
  COMPUTER SERVICES & SOFTWARE -- 1.6%
    SAP AG Pfd. -- (DEM)      5,023       2,444,504
                                       ------------
  PHARMACEUTICALS -- 0.9%
    SmithKline Beecham
      PLC -- (GBP)          111,239       1,391,605
                                       ------------
TOTAL FOREIGN STOCK (Cost
  $4,216,632)                             3,836,109
                                       ------------
                              PAR
                             (000)
                            -------
CORPORATE OBLIGATIONS -- 0.4%
  ENTERTAINMENT & LEISURE -- 0.2%
    Venetian Casino Resort
      LLC Co. Guarantee
      Notes 12.25%,
      11/15/04                 $275         245,438
                                       ------------
TELECOMMUNICATIONS -- 0.2%
    Lenfest
      Communications, Inc.
      Sr. Notes 7.625%,
      02/15/08                  140         140,350
    Lenfest
      Communications, Inc.
      Sr. Sub. Notes
      8.25%, 02/15/08           175         179,594
                                       ------------
                                            319,944
                                       ------------
TOTAL CORPORATE OBLIGATIONS (Cost
  $589,592)                                 565,382
                                       ------------
</TABLE>




<TABLE>
<CAPTION>
- ---------------------------------------------------
                              PAR
                             (000)            VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 13.4%
    Federal Home Loan Bank
      Disc. Notes
      5.35%, 11/02/98       $15,000    $ 14,997,771
    Federal Mtge. Corp.
      Disc. Notes
      5.40%, 11/02/98         5,700       5,699,145
                                       ------------
  (Cost $20,696,916)                     20,696,916
                                       ------------
COMMERCIAL PAPER -- 4.5%
    Prudential Funding
      Corp. 5.66%,
      11/02/98
  (Cost $6,998,899)           7,000       6,998,899
                                       ------------
SHORT-TERM INVESTMENTS -- 0.1%
    Temporary Investment
      Cash Fund              54,898          54,898
    Temporary Investment
      Fund                   54,898          54,898
                                       ------------
  (Cost $109,796)                           109,796
                                       ------------
TOTAL INVESTMENTS -- 97.3%
  (Cost $133,975,442)                   150,018,609
OTHER ASSETS LESS
  LIABILITIES -- 2.7%                     4,219,883
                                       ------------
NET ASSETS -- 100.0%                   $154,238,492
                                       ============
</TABLE>

- -------------------------------------------------------
Unless otherwise noted, all stocks are common stock.
Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing securities.

See Notes to Financial Statements.


                                                   AMERICAN SKANDIA MASTER TRUST


ASMT INVESCO
EQUITY INCOME PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
COMMON STOCK -- 70.6%
  AEROSPACE -- 3.3%
    AlliedSignal, Inc.        16,000    $   623,000
    General Dynamics Corp.    10,600        627,387
    Northrop Grumman Corp.    10,900        869,275
                                        -----------
                                          2,119,662
                                        -----------
  AUTOMOBILE MANUFACTURERS -- 1.0%
    Ford Motor Co.            12,000        651,000
                                        -----------
  BEVERAGES -- 2.2%
    Anheuser-Busch
      Companies, Inc.         23,000      1,367,062
                                        -----------
  COMPUTER HARDWARE -- 1.1%
    International Business
      Machines Corp.           4,500        667,969
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 2.3%
    Edwards, (J.D.) & Co.*    22,000        720,500
    Microsoft Corp.*           7,000        741,125
                                        -----------
                                          1,461,625
                                        -----------
  CONGLOMERATES -- 1.3%
    Textron, Inc.             11,300        840,437
                                        -----------
  CONSUMER PRODUCTS & SERVICES -- 3.9%
    Colgate-Palmolive Co.     10,200        901,425
    Gillette Co.              13,500        606,656
    Procter & Gamble Co.      10,600        942,075
                                        -----------
                                          2,450,156
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 5.9%
    Applied Materials, Inc.*  22,500        780,469
    Emerson Electric Co.       9,700        640,200
    General Electric Co.       9,000        787,500
    Tandy Corp.               14,000        693,875
    Texas Instruments, Inc.   13,000        831,187
                                        -----------
                                          3,733,231
                                        -----------
  ENVIRONMENTAL SERVICES -- 0.9%
    Republic Services, Inc.
      Cl-A*                   27,000        590,625
                                        -----------
  FINANCIAL -- BANK & TRUST -- 7.0%
    Bank of New York Co.,
      Inc.                    40,400      1,275,125
    Charter One Financial,
      Inc.                    26,065        715,158
    Fleet Financial Group,
      Inc.                    16,800        670,950
    Mellon Bank Corp.         10,400        625,300
    St. Paul Bancorp, Inc.    27,900        573,694
    Summit Bancorp            15,000        569,062
                                        -----------
                                          4,429,289
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
                              SHARES          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
  <S>                         <C>       <C>
  FOOD -- 6.0%
    Albertsons, Inc.          10,000    $   555,625
    General Mills, Inc.       13,650      1,003,275
    Heinz, (H.J.) Co.         10,000        581,250
    Kellogg Co.               12,800        422,400
    Quaker Oats Co.           12,800        756,000
    Tasty Baking Co.          34,000        493,000
                                        -----------
                                          3,811,550
                                        -----------
  HOTELS & MOTELS -- 0.6%
    Hilton Hotels Corp.       20,000        401,250
                                        -----------
  INSURANCE -- 3.1%
    Allmerica Financial
      Corp.                   10,000        500,000
    CIGNA Corp.                8,200        598,087
    Ohio Casualty Corp.        6,500        245,375
    Travelers Property
      Casualty Corp. Cl-A     20,000        613,750
                                        -----------
                                          1,957,212
                                        -----------
  OIL & GAS -- 8.3%
    Apache Corp.              16,000        453,000
    Chevron Corp.              5,500        448,250
    Conoco, Inc. Cl-A*        36,000        895,500
    Exxon Corp.                7,300        520,125
    Halliburton Co.           19,500        700,781
    National Fuel Gas Co.     18,000        850,500
    Royal Dutch Petroleum
      Co.                      7,700        379,225
    Schlumberger Ltd.          8,000        420,000
    Unocal Corp.              17,000        576,937
                                        -----------
                                          5,244,318
                                        -----------
  PAPER & FOREST PRODUCTS -- 0.8%
    Fort James Corp.          13,000        524,062
                                        -----------
  PHARMACEUTICALS -- 7.1%
    American Home Products
      Corp.                   14,200        692,250
    Bristol-Meyers Squibb
      Co.                      7,500        829,219
    Lilly, (Eli) & Co.        10,000        809,375
    Merck & Co., Inc.          6,000        811,500
    SmithKline Beecham PLC
      [ADR]                   10,000        637,500
    Warner-Lambert Co.         9,600        752,400
                                        -----------
                                          4,532,244
                                        -----------
  RAILROADS -- 1.9%
    Kansas City Southern
      Industries, Inc.        19,900        768,637
    Norfolk Southern Corp.    13,100        431,481
                                        -----------
                                          1,200,118
                                        -----------
  REAL ESTATE -- 0.2%
    HRPT Properties Trust
      [REIT]                   7,100        113,156
                                        -----------
</TABLE>



<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
RETAIL & MERCHANDISING -- 2.6%
    Dayton-Hudson Corp.       13,500    $   572,062
    Federated Department
      Stores, Inc.*           10,100        388,219
    Penney, (J.C.) Co., Inc.  15,000        712,500
                                        -----------
                                          1,672,781
                                        -----------
  SEMICONDUCTORS -- 2.1%
    Intel Corp.                6,500        579,719
    Motorola, Inc.            15,000        780,000
                                        -----------
                                          1,359,719
                                        -----------
  TELECOMMUNICATIONS -- 7.2%
    Ameritech Corp.           13,100        706,581
    Bell Atlantic Corp.       14,300        759,687
    GTE Corp.                 13,000        762,937
    SBC Communications, Inc.  15,700        727,106
    Sprint Corp.              10,700        821,225
    U.S. West, Inc.           13,500        774,563
                                        -----------
                                          4,552,099
                                        -----------
  UTILITIES -- 1.8%
    Northern States Power
      Co.                     21,200        572,400
    Unicom Corp.              15,000        565,313
                                        -----------
                                          1,137,713
                                        -----------
TOTAL COMMON STOCK
  (Cost $42,323,149)                     44,817,278
                                        -----------
                               PAR
                              (000)
                              ------
CORPORATE OBLIGATIONS -- 17.7%
  BROADCASTING -- 0.8%
    CBS, Inc. Debs.
      8.875%, 06/01/22        $  200        227,500
    Continental Cablevision,
      Inc. Sr. Debs.
      9.50%, 08/01/13            250        303,750
                                        -----------
                                            531,250
                                        -----------
  BUILDING MATERIALS -- 0.4%
    USG Corp. Sr. Notes
      8.50%, 08/01/05            250        261,563
                                        -----------
  CONSUMER PRODUCTS & SERVICES -- 0.3%
    Loewen Group, Inc. Co.
      Guarantee Notes
      8.25%, 10/15/03            250        198,750
                                        -----------
  ENTERTAINMENT & LEISURE -- 0.6%
    Grand Casinos, Inc.
      First Mtge.
      10.125%, 12/01/03          250        263,438
    Time Warner
      Entertainment Co.
      Debs.
      7.25%, 09/01/08            100        108,750
                                        -----------
                                            372,188
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
  <S>                         <C>       <C>
  FINANCIAL SERVICES -- 1.0%
    Lehman Brothers
      Holdings, Inc. Sr.
      Notes
      8.80%, 03/01/15         $   25    $    26,188
    SunAmerica, Inc. Debs.
      8.125%, 04/28/23           500        584,375
                                        -----------
                                            610,563
                                        -----------
  FOOD -- 0.4%
    American Stores Co.
      Debs.
      7.50%, 05/01/09            250        273,771
                                        -----------
  HEALTHCARE SERVICES --0.1%
    FHP International Corp.
      Sr. Notes
      7.00%, 09/15/03             50         53,063
                                        -----------
  HOTELS & MOTELS -- 0.8%
    Hilton Hotels Corp. Sr.
      Notes
      7.20%, 12/15/09            250        236,875
    HMH Properties Co.
      Guarantee Notes Cl-A
      7.875%, 08/01/05           250        244,375
                                        -----------
                                            481,250
                                        -----------
  INSURANCE -- 0.9%
    Equitable Companies,
      Inc. Sr. Notes
      9.00%, 12/15/04            500        593,125
                                        -----------
  METALS & MINING -- 0.4%
    Haynes International,
      Inc. Sr. Notes
      11.625%, 09/01/04          250        250,625
                                        -----------
  OIL & GAS -- 2.0%
    Atlantic Richfield Co.
      Debs.
      10.875%, 07/15/05          500        646,875
    Belco Oil & Gas Corp.
      Sr. Sub. Notes Cl-B
      8.875%, 09/15/07           100         86,000
    Canadian Forest Oil Ltd.
      Co. Guarantee Notes
      8.75%, 09/15/07            250        223,125
    Deeptech International,
      Inc. Sr. Notes
      12.00%, 12/15/00           100        110,000
    Gulf Canada Resources
      Ltd. Sr. Notes
      8.25%, 03/15/17            100         95,375
    Noram Energy Corp. Sub.
      Debs. [CVT]
      6.00%, 03/15/12            100         94,625
                                        -----------
                                          1,256,000
                                        -----------
</TABLE>



                                                   AMERICAN SKANDIA MASTER TRUST

ASMT INVESCO
EQUITY INCOME PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
PRINTING & PUBLISHING -- 0.2%
    Affiliated Newspaper
      Investments, Inc. Sr.
      Disc. Notes [STEP]
      12.01%, 07/01/06        $  100    $    96,375
                                        -----------
  RETAIL & MERCHANDISING -- 0.8%
    Dayton-Hudson Corp.
      Notes
      5.875%, 11/01/08           500        497,500
                                        -----------
  TELECOMMUNICATIONS -- 3.9%
    360 Communications Co.
      Notes
      6.65%, 01/15/08            250        263,438
    Centel Capital Corp.
      Debs.
      9.00%, 10/15/19            250        316,875
    Intermedia
      Communications, Inc.
      Sr. Notes Cl-B
      8.50%, 01/15/08            250        236,250
    International CableTel,
      Inc. Sr. Notes Cl-B
      [STEP]
      11.95%, 04/15/05           250        215,000
    Level 3 Communications,
      Inc. Sr. Notes
      9.125%, 05/01/08           250        236,250
    McLeodUSA, Inc. Sr.
      Notes 144A
      9.50%, 11/01/08            250        256,250
    MetroNet Communications
      Corp. Sr. Notes
      12.00%, 08/15/07           350        374,500
    NEXTLINK Communications,
      Inc. Sr. Notes
      9.625%, 10/01/07            50         47,250
    WorldCom, Inc. Sr. Notes
      6.40%, 08/15/05            500        520,000
                                        -----------
                                          2,465,813
                                        -----------
  UTILITIES -- 5.1%
    Boston Edison Co. Debs.
      8.25%, 09/15/22            250        265,938
      7.80%, 03/15/23             25         25,813
    Cleveland Electric
      Illuminating Co. First
      Mtge. Cl-B
      8.375%, 12/01/11           100        102,750
    Coda Energy, Inc. Co.
      Guarantee Notes Cl-B
      10.50%, 04/01/06           150        141,000
    Commonwealth Edison
      First Mtge.
      8.00%, 05/15/08            400        452,500
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
    <S>                       <C>       <C>
    Connecticut Light &
      Power Co. First Mtge.
      Cl-D
      7.875%, 10/01/01        $  100    $   106,625
    Consumers Energy Co.
      First Mtge.
      7.375%, 09/15/23           500        492,500
    El Paso Electric Co.
      First Mtge. Cl-C
      8.25%, 02/01/03            200        218,000
    Gulf States Utilities
      First Mtge.
      8.70%, 04/01/24            250        268,438
    Metropolitan Edison Co.
      First Mtge. Medium
      Term Notes Cl-B
      8.15%, 01/30/23             75         82,786
    New York State Electric
      & Gas Corp. First
      Mtge.
      8.30%, 12/15/22            200        211,750
    Pacific Gas & Electric
      Co. First Mtge. Cl-92B
      8.375%, 05/01/25           490        532,263
    Potomac Electric Power
      Co. First Mtge.
      6.25%, 10/15/04            100        107,625
    Western Massachusetts
      Electric Co. First
      Mtge. Cl-V
      7.75%, 12/01/02            250        253,693
                                        -----------
                                          3,261,681
                                        -----------
TOTAL CORPORATE OBLIGATIONS
  (Cost $11,386,834)                     11,203,517
                                        -----------
U.S. TREASURY OBLIGATIONS -- 3.4%
     U.S. Treasury Notes
      5.625%, 11/30/99           250        253,308
      5.50%, 05/31/03          1,000      1,048,066
      6.625%, 05/15/07           250        283,888
      6.125%, 08/15/07           500        552,273
                                        -----------
  (Cost $2,025,351)                       2,137,535
                                        -----------
COMMERCIAL PAPER -- 7.9%
    American Express Credit
      Corp.
      5.184%, 11/02/98         1,500      1,500,000
    General Electric Capital
      Services
      5.435%, 11/05/98         1,000      1,000,000
    Heller Financial, Inc.
      5.285%, 11/04/98         2,500      2,500,000
                                        -----------
  (Cost $5,000,000)                       5,000,000
                                        -----------
</TABLE>


ASMT INVESCO
EQUITY INCOME PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
SHORT-TERM INVESTMENTS -- 0.9%
     Temporary Investment
       Cash Fund              279,826   $   279,826
    Temporary Investment
      Fund                    279,826       279,826
                                        -----------
  (Cost $559,652)                           559,652
                                        -----------
TOTAL INVESTMENTS -- 100.4%
  (Cost $61,294,986)                     63,717,982
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.4%)                         (267,755)
                                        -----------
NET ASSETS -- 100.0%                    $63,450,227
                                        ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing securities.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 0.4% of net assets.

See Notes to Financial Statements.


                                                   AMERICAN SKANDIA MASTER TRUST


ASMT PIMCO
TOTAL RETURN BOND PORTFOLIO

<TABLE>
<CAPTION>
- ----------------------------------------------------
                                  PAR
                                (000)          VALUE
- ----------------------------------------------------
<S>                            <C>       <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 42.2%
    Federal Home Loan
      Mortgage Corp.
      4.775%, 12/23/98         $  200    $   198,625
      5.125%, 11/12/98            100         99,843
      6.00%, 04/01/28-
         07/01/28               7,381      7,304,370
      6.00%, 01/14/29 [TBA]       900        888,894
      6.50%, 12/15/23             205        201,090
      7.00%, 02/15/27           3,370      3,347,781
      8.50%, 08/01/24-
         12/01/25               1,492      1,555,487
                                         -----------
                                          13,596,090
                                         -----------
    Federal National Mortgage Assoc.
      6.131%, 12/01/27-
         05/01/36 [VR]            867        874,147
                                         -----------
    Government National Mortgage
      Assoc.
      6.50%, 01/21/29 [TBA]     4,000      4,038,120
      6.68%, 01/01/09             956        970,684
      6.875%, 10/15/38-
         02/04/40               5,000      5,076,482
      7.00%, 11/15/27             467        478,103
                                         -----------
                                          10,563,389
                                         -----------
  (Cost $24,899,424)                      25,033,626
                                         -----------
U.S. TREASURY OBLIGATIONS -- 27.8%
    U.S. Treasury Bonds
      12.00%, 08/15/13          8,800     13,582,476
      8.00%, 11/15/21           1,000      1,340,348
      6.75%, 08/15/26           1,300      1,561,591
                                         -----------
  (Cost $16,273,656)                      16,484,415
                                         -----------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 9.9%
    Countrywide Home Loans
      Series 1998-18 Cl-2A3
      6.75%, 08/25/28           1,000        967,501
    First Plus Home Loan
      Trust Series 1998-5
      Cl-A3 [VR]
      6.06%, 09/10/11           1,000        997,500
    PNC Mortgage Securities
      Corp. Series 1998-10
      Cl-1A6
      6.50%, 10/25/28           2,000      1,940,938
    Structured Asset
      Securities Corp.
      5.72%, 10/25/28           2,000      1,996,875
                                         -----------
  (Cost $5,906,447)                        5,902,814
                                         -----------
CORPORATE OBLIGATIONS -- 19.0%
  CONSUMER GOODS & SERVICES -- 3.5%
    Sears Roebuck Acceptance
      Corp. Medium Term Notes
      Cl-2
      6.86%, 08/06/01           2,000      2,077,500
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
                                  PAR
                                (000)          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
  <S>                          <C>       <C>
  FINANCIAL -- BANK & TRUST -- 1.6%
    Bankers Trust Corp.
      Unsubordinated Notes
      [VR]
      5.819%, 01/30/02         $1,000    $   949,280
                                         -----------
  FINANCIAL SERVICES -- 10.6%
    Bear Stearns Companies,
      Inc. Medium Term Notes
      Cl-B [VR]
      5.782%, 02/16/01          1,000        996,360
    Bear Stearns Companies,
      Inc. Unsubordinated
      Medium Term Notes [VR]
      5.875%, 03/18/05            500        501,793
    Beneficial Corp. Medium
      Term Notes Cl-H [FRN]
      5.588%, 01/09/02            500        499,285
    Caterpillar Financial
      Services Corp., Inc.
      Medium Term Notes Cl-F
      [FRN]
      5.737%, 06/08/00            500        500,445
    Ford Motor Credit Co.
      Notes [FRN]
      5.827%, 09/03/01          1,000        994,241
    Lehman Brothers Holdings,
      Inc. Medium Term Notes
      [FRN]
      6.281%, 12/01/00            800        808,240
    Morgan Stanley, Dean
      Witter & Co. Unsecured
      Sr. Sub. Notes
      5.875%, 03/11/03          1,000        964,679
    New England Educational
      Loan Marketing Assoc.
      Medium Term Notes Cl-B
      [FRN]
      5.857%, 06/11/01          1,000        999,180
                                         -----------
                                           6,264,223
                                         -----------
  TELECOMMUNICATIONS -- 1.7%
    WorldCom, Inc. Sr. Notes
      6.125%, 08/15/01          1,000      1,020,000
                                         -----------
  UTILITIES -- 1.6%
    Long Island Lighting
      Corp. Debs.
      9.00%, 11/01/22             800        952,000
                                         -----------
TOTAL CORPORATE OBLIGATIONS
  (Cost $11,296,300)                      11,263,003
                                         -----------
FOREIGN BONDS -- 1.3%
    Republic of the
      Philippines Cl-B
      6.50%, 12/01/17
  (Cost $743,415)               1,000        806,588
                                         -----------
</TABLE>


<TABLE>
<CAPTION>
- ----------------------------------------------------
                                  PAR
                                (000)          VALUE
- ----------------------------------------------------
<S>                            <C>       <C>
COMMERCIAL PAPER -- 13.2%
    Caisse D'amortissement de
      la Dette Sociale
      5.17%, 11/30/98          $  900    $   896,252
    Coca-Cola Co.
      5.24%, 11/06/98             600        599,563
    Du Pont, (E.I.) De
      Nemours & Co.
      5.22%, 11/20/98             600        598,347
      5.05%, 11/25/98             700        697,643
    General Electric Capital
      Corp.
      5.09%, 12/18/98           1,500      1,490,032
    General Motors Acceptance
      Corp.
      5.25%, 11/04/98             500        499,781
      5.20%, 11/16/98             400        399,133
    International Business
      Machines Corp.
      5.48%, 11/24/98             100         99,659
    Kingdom of Sweden
      5.09%, 12/09/98             400        397,851
    New Center Asset Trust
      5.48%, 12/16/98             300        298,221
</TABLE>

<TABLE>
<CAPTION>
                                  PAR
                                (000)          VALUE
- ----------------------------------------------------
- ----------------------------------------------------
<S>                            <C>       <C>
    Procter & Gamble Co.
      5.30%, 11/04/98          $  700    $   699,691
      5.14%, 12/28/98             500        495,936
    SBC Communications, Inc.
      5.29%, 11/06/98             700        699,485
                                         -----------
  (Cost $7,871,304)                        7,871,594
                                         -----------
                               SHARES
                               ------
SHORT-TERM INVESTMENTS -- 1.0%
    Temporary Investment Cash
      Fund                     282,567       282,567
    Temporary Investment Fund  282,567       282,567
                                         -----------
  (Cost $565,134)                            565,134
                                         -----------
TOTAL INVESTMENTS -- 114.4%
  (Cost $67,555,680)                      67,927,174
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (14.4%)                       (8,552,008)
                                         -----------
NET ASSETS -- 100.0%                     $59,375,166
                                         ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.

See Notes to Financial Statements.


                                                   AMERICAN SKANDIA MASTER TRUST


ASMT JPM
MONEY MARKET PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 57.3%
    Federal Home Loan Bank
      5.61%, 06/18/99        $ 1,000    $ 1,000,025
                                        -----------
    Federal Home Loan
      Mortgage Corp.
      5.10%, 11/30/98          8,000      7,967,133
      5.29%, 12/10/98         10,000      9,942,692
                                        -----------
                                         17,909,825
                                        -----------
    Student Loan Marketing
      Assoc.
      5.42%, 11/02/98          9,165      9,163,620
                                        -----------
  (Cost $28,073,470)                     28,073,470
                                        -----------
CORPORATE OBLIGATIONS -- 15.4%
  BEVERAGES -- 1.2%
    PepsiCo, Inc. Medium
      Term Notes [FRN]++
      5.497%, 11/19/98           600        599,460
                                        -----------
  FINANCIAL -- BANK & TRUST -- 11.7%
    American Express
      Centurion Notes [FRN]
      5.565%, 11/13/98++         750        750,000
    Banc One Corp. Medium
      Term Notes [FRN]
      5.657%, 11/04/98++       1,000        999,990
    Bankers Trust Co.
      5.57%, 11/16/98++          500        499,822
    First Union National
      Bank Sr. Notes [FRN]
      5.208%, 01/25/99++       1,500      1,500,000
    Key Bank NA Notes [FRN]
      5.585%, 11/02/98++       1,000        999,795
    NationsBank Corp. Sr.
      Medium Term Notes
      Cl-F [FRN]
      5.747%, 11/19/98++       1,000      1,000,619
                                        -----------
                                          5,750,226
                                        -----------
  FINANCIAL SERVICES -- 2.5%
    CIT Group, Inc. Sr.
      Medium Term Notes
      [FRN]
      4.72%, 01/20/99++        1,200      1,200,113
                                        -----------
TOTAL CORPORATE OBLIGATIONS
  (Cost $7,549,799)                       7,549,799
                                        -----------
COMMERCIAL PAPER -- 26.4%
  FARMING & AGRICULTURE -- 2.0%
    Monsanto Co.+
      5.00%, 04/06/99          1,000        978,333
                                        -----------
  FINANCIAL -- BANK & TRUST -- 11.0%
    British Gas Capital
      5.49%, 11/06/98            600        599,543
    NationsBank Corp.
      5.50%, 02/02/99            500        492,896
</TABLE>

<TABLE>
<CAPTION>
                                 PAR
                               (000)          VALUE
- ---------------------------------------------------
- ---------------------------------------------------
<S>                          <C>        <C>
    Rabobank Nederland
      5.73%, 11/02/98        $ 1,500    $ 1,499,761
      5.625%, 02/03/99           600        599,990
    Suntrust Bank, Inc.
      5.41%, 12/02/98          1,000        995,341
    U.S. Bancorp
      5.08%, 11/23/98          1,215      1,211,228
                                        -----------
                                          5,398,759
                                        -----------
  FINANCIAL SERVICES -- 13.4%
    Associates Corp. of
      North America
      5.03%, 02/16/99          1,500      1,477,575
    Diageo Capital PLC+
      5.50%, 11/04/98          2,000      1,999,083
    Ford Motor Credit Corp.
      5.49%, 11/06/98            300        299,771
    General Electric
      Capital Corp.
      5.41%, 12/16/98          1,500      1,489,856
    Province of Quebec
      5.48%, 12/30/98            500        495,510
    San Paolo US Financial
      Co.
      5.49%, 02/08/99            800        787,922
                                        -----------
                                          6,549,717
                                        -----------
TOTAL COMMERCIAL PAPER
  (Cost $12,926,809)                     12,926,809
                                        -----------
                             SHARES
                             -------
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment
      Cash Fund                2,276          2,276
    Temporary Investment
      Fund                     2,276          2,276
                                        -----------
  (Cost $4,552)                               4,552
                                        -----------
TOTAL INVESTMENTS -- 99.1%
  (Cost $48,554,630)                     48,554,630
OTHER ASSETS LESS
  LIABILITIES -- 0.9%                       451,167
                                        -----------
NET ASSETS -- 100.0%                    $49,005,797
                                        ===========
</TABLE>

                         -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
 + Security is restricted as to resale and may not be resold except to qualified
   institutional buyers. At the end of the year, these securities amounted to
   6.1% of net assets.

++ Maturity date reflects the next interest rate change date.

See Notes to Financial Statements.


DEFINITION OF ABBREVIATIONS
- -------------------------------------------------------
THE FOLLOWING ABBREVIATIONS ARE USED THROUGHOUT
THE SCHEDULES OF INVESTMENTS:

SECURITY DESCRIPTIONS:

<TABLE>
<S>   <C>  <C>
ADR   --   American Depositary Receipt
ADS   --   American Depositary Shares
FDR   --   Federal Depositary Receipt
FRN   --   Floating Rate Note(1)
GDR   --   Global Depositary Receipt
REIT  --   Real Estate Investment Trust
STEP  --   Stepped Coupon Bond(2)
TBA   --   To be Announced Security
VR    --   Variable Rate Bond(1)
COUNTRIES/CURRENCIES:
DEM   --   Germany/German Deutschemark
GBP   --   United Kingdom/British Pound
</TABLE>

(1) Rates shown for variable and floating
    rate securities are the coupon rates as of
    October 31, 1998.

(2) Rates shown are the effective yields
    at purchase date.



                                                   AMERICAN SKANDIA MASTER TRUST


OCTOBER 31, 1998

STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          ASMT                                        ASMT PIMCO
                                      T. ROWE PRICE     ASMT JANUS     ASMT INVESCO      TOTAL       ASMT JPM
                                      INTERNATIONAL      CAPITAL          EQUITY        RETURN         MONEY
                                         EQUITY           GROWTH          INCOME         BOND         MARKET
                                        PORTFOLIO       PORTFOLIO       PORTFOLIO      PORTFOLIO     PORTFOLIO
                                      -------------   --------------   ------------   -----------   -----------
<S>                                   <C>             <C>              <C>            <C>           <C>
ASSETS:
  Investments in Securities at Value
    (A)                                $14,283,754     $150,018,609    $63,717,982    $67,927,174   $48,554,630
  Cash                                     802,964           42,713            951        120,155            --
  Receivable For:
    Securities Sold                          2,995          458,785        111,122      4,936,336            --
    Dividends and Interest                  41,277           54,477        345,377        574,690        81,945
    Contributions by Feeder Funds          105,642        4,180,019      1,136,160      2,171,652     1,369,301
  Deferred Organization Costs               18,530           18,530         18,616         18,616        18,626
                                       -----------     ------------    -----------    -----------   -----------
       Total Assets                     15,255,162      154,773,133     65,330,208     75,748,623    50,024,502
                                       -----------     ------------    -----------    -----------   -----------
LIABILITIES:
  Cash Overdraft                                --               --             --             --        13,174
  Payable to Investment Manager             11,694          111,256         36,774         29,708        19,808
  Unrealized Depreciation on Foreign
    Currency Exchange Contracts                171               --             --             --            --
  Payable For:
    Securities Purchased                   103,891               --      1,558,458     15,985,276            --
    Withdrawals by Feeder Funds             75,992          389,274        244,511        342,182       973,095
    Accrued Expenses and Other
       Liabilities                          42,631           34,111         40,238         16,291        12,628
                                       -----------     ------------    -----------    -----------   -----------
       Total Liabilities                   234,379          534,641      1,879,981     16,373,457     1,018,705
                                       -----------     ------------    -----------    -----------   -----------
NET ASSETS                             $15,020,783     $154,238,492    $63,450,227    $59,375,166   $49,005,797
                                       ===========     ============    ===========    ===========   ===========
(A) Investments at Cost                $14,409,218     $133,975,442    $61,294,986    $67,555,680   $48,554,630
                                       ===========     ============    ===========    ===========   ===========
</TABLE>

See Notes to Financial Statements.



FOR THE YEAR ENDED OCTOBER 31, 1998

STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          ASMT                                        ASMT PIMCO
                                      T. ROWE PRICE     ASMT JANUS     ASMT INVESCO      TOTAL        ASMT JPM
                                      INTERNATIONAL      CAPITAL          EQUITY        RETURN         MONEY
                                         EQUITY           GROWTH          INCOME         BOND          MARKET
                                        PORTFOLIO       PORTFOLIO       PORTFOLIO      PORTFOLIO     PORTFOLIO
                                      -------------   --------------   ------------   -----------   ------------
<S>                                     <C>            <C>              <C>           <C>             <C>
INVESTMENT INCOME:
    Interest                            $  33,171      $   622,904      $  634,864    $1,432,879      $906,403
    Dividends                             179,483          224,372         448,990            --            --
    Foreign Taxes Withheld                (30,741)         (11,021)        (30,475)       (3,705)          (76)
                                        ---------      -----------      ----------    ----------      --------
       Total Investment Income            181,913          836,255       1,053,379     1,429,174       906,327
                                        ---------      -----------      ----------    ----------      --------
EXPENSES:
    Advisory Fees                          94,058          578,304         244,316       151,673        83,674
    Shareholder Servicing Fees              4,451            4,451           4,451         4,450         4,451
    Administration and Accounting
       Fees                                57,501           95,536          70,834        60,834         6,611
    Custodian Fees                         44,128           15,182          12,416         7,700         7,600
    Professional Fees                       3,755           17,030          11,575         8,025         5,050
    Organization Costs                      4,770            4,770           4,770         4,770         4,769
    Trustees' Fees                          2,021           11,138           6,669         4,936         3,486
    Miscellaneous Expenses                 34,213            9,571          11,616         7,588         4,876
                                        ---------      -----------      ----------    ----------      --------
       Total Expenses                     244,897          735,982         366,647       249,976       120,517
                                        ---------      -----------      ----------    ----------      --------
Net Investment Income (Loss)              (62,984)         100,273         686,732     1,179,198       785,810
                                        ---------      -----------      ----------    ----------      --------
REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
    Net Realized Gain (Loss) on:
       Securities                        (153,997)      (5,429,133)       (510,100)      668,243          (733)
       Foreign Currency Transactions        3,864             (545)             --            --            --
                                        ---------      -----------      ----------    ----------      --------
    Net Realized Gain (Loss)             (150,133)      (5,429,678)       (510,100)      668,243          (733)
                                        ---------      -----------      ----------    ----------      --------
    Net Change in Unrealized
       Appreciation (Depreciation)
       on:
       Securities                          67,804       16,036,242       2,366,592       311,039            --
       Translation of Assets and
         Liabilities Denominated in
         Foreign Currencies                 8,947              (32)             --            --            --
                                        ---------      -----------      ----------    ----------      --------
    Net Change in Unrealized
       Appreciation                        76,751       16,036,210       2,366,592       311,039            --
                                        ---------      -----------      ----------    ----------      --------
    Net Gain (Loss) on Investments        (73,382)      10,606,532       1,856,492       979,282          (733)
                                        ---------      -----------      ----------    ----------      --------
    Net Increase (Decrease) in Net
       Assets Resulting from
       Operations                       $(136,366)     $10,706,805      $2,543,224    $2,158,480      $785,077
                                        =========      ===========      ==========    ==========      ========
</TABLE>

See Notes to Financial Statements.



                                                   AMERICAN SKANDIA MASTER TRUST


STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                           ASMT T. ROWE PRICE                    ASMT JANUS
                                                          INTERNATIONAL EQUITY                 CAPITAL GROWTH
                                                                PORTFOLIO                         PORTFOLIO
                                                     -------------------------------   -------------------------------
                                                        YEAR ENDED      PERIOD ENDED      YEAR ENDED      PERIOD ENDED
                                                       OCTOBER 31,      OCTOBER 31,      OCTOBER 31,      OCTOBER 31,
                                                           1998           1997(1)            1998           1997(1)
                                                     ----------------   ------------   ----------------   ------------
<S>                                                    <C>               <C>            <C>              <C>
FROM OPERATIONS:
  Net Investment Income (Loss)                         $   (62,984)      $  (17,596)     $    100,273     $     7,254
  Net Realized Gain (Loss) on Investments                 (150,133)             518        (5,429,678)         10,693
  Net Change in Unrealized Appreciation
    (Depreciation) on Investments                           76,751         (194,904)       16,036,210           6,925
                                                       -----------       ----------      ------------     -----------
  Net Increase (Decrease) in Net Assets Resulting
    from Operations                                       (136,366)        (211,982)       10,706,805          24,872
                                                       -----------       ----------      ------------     -----------
CAPITAL TRANSACTIONS:
  Contributions by Feeder Funds                         17,837,166        4,291,113       159,785,442       9,561,074
  Withdrawals by Feeder Funds                           (6,177,388)        (601,760)      (24,236,532)     (1,623,169)
                                                       -----------       ----------      ------------     -----------
Net Increase in Net Assets from Capital
  Transactions                                          11,659,778        3,689,353       135,548,910       7,937,905
                                                       -----------       ----------      ------------     -----------
       Total Increase in Net Assets                     11,523,412        3,477,371       146,255,715       7,962,777
NET ASSETS:
  Beginning of Period                                    3,497,371           20,000         7,982,777          20,000
                                                       -----------       ----------      ------------     -----------
  End of Period                                        $15,020,783       $3,497,371      $154,238,492     $ 7,982,777
                                                       ===========       ==========      ============     ===========
</TABLE>

(1) Commenced operations on June 10, 1997.

See Notes to Financial Statements.


- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                    ASMT INVESCO                       ASMT PIMCO                         ASMT JPM
                                    EQUITY INCOME                   TOTAL RETURN BOND                   MONEY MARKET
                                      PORTFOLIO                         PORTFOLIO                         PORTFOLIO
                           -------------------------------   -------------------------------   -------------------------------
                              YEAR ENDED      PERIOD ENDED      YEAR ENDED      PERIOD ENDED      YEAR ENDED      PERIOD ENDED
                             OCTOBER 31,      OCTOBER 31,      OCTOBER 31,      OCTOBER 31,      OCTOBER 31,      OCTOBER 31,
                                 1998           1997(2)            1998           1997(2)            1998           1997(3)
                           ----------------   ------------   ----------------   ------------   ----------------   ------------
<S>                          <C>               <C>            <C>               <C>              <C>              <C>
FROM OPERATIONS:
  Net Investment Income
    (Loss)                   $    686,732      $   15,296      $  1,179,198     $    24,066      $    785,810     $     2,325
  Net Realized Gain
    (Loss) on Investments        (510,100)        (18,651)          668,243           6,883              (733)             32
  Net Change in
    Unrealized
    Appreciation
    (Depreciation) on
    Investments                 2,366,592          56,404           311,039          60,455                --              --
                             ------------      ----------      ------------     -----------      ------------     -----------
Net Increase (Decrease)
  in Net Assets Resulting
  from Operations               2,543,224          53,049         2,158,480          91,404           785,077           2,357
                             ------------      ----------      ------------     -----------      ------------     -----------
CAPITAL TRANSACTIONS:
  Contributions by Feeder
    Funds                      69,154,397       6,911,291        67,718,213       6,540,625       103,736,368       3,320,611
  Withdrawals by Feeder
    Funds                     (14,750,075)       (481,659)      (15,526,070)     (1,627,486)      (57,510,543)     (1,348,073)
                             ------------      ----------      ------------     -----------      ------------     -----------
Net Increase in Net
  Assets from Capital
  Transactions                 54,404,322       6,429,632        52,192,143       4,913,139        46,225,825       1,972,538
                             ------------      ----------      ------------     -----------      ------------     -----------
       Total Increase in
         Net Assets            56,947,546       6,482,681        54,350,623       5,004,543        47,010,902       1,974,895
NET ASSETS:
  Beginning of Period           6,502,681          20,000         5,024,543          20,000         1,994,895          20,000
                             ------------      ----------      ------------     -----------      ------------     -----------
  End of Period              $ 63,450,227      $6,502,681      $ 59,375,166     $ 5,024,543      $ 49,005,797     $ 1,994,895
                             ============      ==========      ============     ===========      ============     ===========
</TABLE>

(2) Commenced operations on June 18, 1997.
(3) Commenced operations on June 19, 1997.

See Notes to Financial Statements.



                                                   AMERICAN SKANDIA MASTER TRUST


SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           Year       Net Assets at   Portfolio                           Ratio of Net Investment
                                           Ended      End of Period   Turnover    Ratio of Expenses to       Income (Loss) to
                                        October 31,    (in 000's)       Rate      Average Net Assets(4)    Average Net Assets(4)
                                        -----------   -------------   ---------   ---------------------   -----------------------
<S>                                        <C>          <C>               <C>             <C>                      <C>
ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO:            1998         $ 15,021          20%             2.60%                    (0.67)%
- --------------------------------------
- --------------------------------------
                                           1997(1)         3,497           1%             6.26%                    (3.78)%
ASMT JANUS
CAPITAL GROWTH PORTFOLIO:                  1998         $154,238          77%             1.27%                     0.17%
- --------------------------------------
- --------------------------------------
                                           1997(1)         7,983          83%             2.79%                     0.69%
ASMT INVESCO
EQUITY INCOME PORTFOLIO:                   1998         $ 63,450          70%             1.13%                     2.11%
- --------------------------------------
- --------------------------------------
                                           1997(2)         6,503          46%             2.66%                     2.39%
ASMT PIMCO
TOTAL RETURN BOND PORTFOLIO:               1998         $ 59,375         418%             1.07%                     5.05%
- --------------------------------------
- --------------------------------------
                                           1997(2)         5,025          93%             2.22%                     3.51%
ASMT JPM
MONEY MARKET PORTFOLIO:                    1998         $ 49,006         N/A              0.72%                     4.69%
- --------------------------------------
- --------------------------------------
                                           1997(3)         1,995         N/A              3.91%                     1.00%
</TABLE>

(1) Commenced operations on June 10, 1997.
(2) Commenced operations on June 18, 1997.
(3) Commenced operations on June 19, 1997.
(4) Annualized for periods less than one year.

See Notes to Financial Statements.


OCTOBER 31, 1998

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     American Skandia Master Trust (the "Trust") is an open-end management
investment company, registered under the Investment Company Act of 1940, as
amended. The Trust was organized on March 6, 1997 as a business trust under the
laws of the State of Delaware. The Trust operates as a series company and, at
October 31, 1998, consisted of five diversified portfolios: ASMT T. Rowe Price
International Equity Portfolio ("International Equity"), ASMT Janus Capital
Growth Portfolio ("Capital Growth"), ASMT INVESCO Equity Income Portfolio
("Equity Income"), ASMT PIMCO Total Return Bond Portfolio ("Total Return Bond"),
and ASMT JPM Money Market Portfolio ("Money Market") (each a "Portfolio" and
collectively the "Portfolios").

2. SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The following is a summary of significant accounting policies followed by
the Trust, in conformity with generally accepted accounting principles, in the
preparation of its financial statements. The preparation of financial statements
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.

SECURITY VALUATION -- Portfolio securities are valued at the close of trading on
the New York Stock Exchange. Equity securities are valued at the last reported
sales price on the securities exchange on which they are primarily traded, or at
the last reported sales price on the NASDAQ National Securities Market.
Securities not listed on an exchange or securities market, or securities in
which there were no transactions, are valued at the average of the most recent
bid and asked prices.

     Debt securities are generally traded in the over-the-counter market and are
valued at a price deemed best to reflect fair value as quoted by dealers who
make markets in these securities or by an independent pricing service. Debt
securities of Money Market are valued at amortized cost, which approximates
market value. The amortized cost method values a security at its cost at the
time of purchase and thereafter assumes a constant amortization to maturity of
discount or premium. For Portfolios other than Money Market, debt securities
which mature in 60 days or less are valued at cost (or market value 60 days
prior to maturity), adjusted for amortization to maturity of any premium or
discount. Securities for which market quotations are not readily available are
valued at fair value as determined in accordance with procedures adopted by the
Board of Trustees. As of October 31, 1998, there were no securities valued in
accordance with such procedures.

FOREIGN CURRENCY TRANSLATION -- Securities and other assets and liabilities
denominated in foreign currencies are converted each business day into U.S.
dollars based on the prevailing rates of exchange. Purchases and sales of
portfolio securities and income and expenses are converted into U.S. dollars on
the respective dates of such transactions.

     Gains and losses resulting from changes in exchange rates applicable to
foreign securities are not reported separately from gains and losses arising
from movements in securities prices.

     Net realized foreign exchange gains and losses include gains and losses
from sales and maturities of foreign currency exchange contracts, gains and
losses realized between the trade and settlement dates of foreign securities
transactions, and the difference between the amount of net investment income
accrued on foreign securities and the U.S. dollar amount actually received. Net
unrealized foreign exchange gains and losses include gains and losses from
changes in the value of assets and liabilities other than portfolio securities,
resulting from changes in exchange rates.



                                                   AMERICAN SKANDIA MASTER TRUST


FOREIGN CURRENCY EXCHANGE CONTRACTS -- A foreign currency exchange contract
("FCEC") is a commitment to purchase or sell a specified amount of a foreign
currency at a specified future date, in exchange for either a specified amount
of another foreign currency or U.S. dollars.

     FCECs are valued at the forward exchange rates applicable to the underlying
currencies, and changes in market value are recorded as unrealized gains and
losses until the contract settlement date.

     Risks could arise from entering into FCECs if the counterparties to the
contracts were unable to meet the terms of their contracts. In addition, the use
of FCECs may not only hedge against losses on securities denominated in foreign
currency, but may also reduce potential gains on securities from favorable
movements in exchange rates.

REPURCHASE AGREEMENTS -- A repurchase agreement is a commitment to purchase
government securities from a seller who agrees to repurchase the securities at
an agreed-upon price and date. The excess of the resale price over the purchase
price determines the yield on the transaction. Under the terms of the agreement,
the market value, including accrued interest, of the government securities will
be at least equal to their repurchase price. Repurchase agreements are recorded
at cost, which, combined with accrued interest, approximates market value.

     Repurchase agreements bear a risk of loss in the event that the seller
defaults on its obligation to repurchase the securities. In such case, the
Portfolio may be delayed or prevented from exercising its right to dispose of
the securities.

DEFERRED ORGANIZATION EXPENSES -- The Trust bears all costs in connection with
its organization. All such costs are amortized on a straight-line basis over a
five-year period beginning on the date of the commencement of operations.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME -- Securities transactions are
accounted for on the trade date. Realized gains and losses from securities sold
are recognized on the specific identification basis. Dividend income is recorded
on the ex-dividend date. Corporate actions, including dividends, on foreign
securities are recorded on the ex-dividend date or, if such information is not
available, as soon as reliable information is available from the Trust's
sources. Interest income is recorded on the accrual basis and includes the
accretion of discount and amortization of premium.

3. AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The Portfolios have entered into investment management agreements with
American Skandia Investment Services, Inc. ("Investment Manager") which provide
that the Investment Manager will furnish each Portfolio with investment advice
and investment management and administrative services. The Investment Manager
has engaged the following firms as Sub-advisors for their respective Portfolios:
Rowe Price-Fleming International, Inc., a United Kingdom Corporation, for
International Equity; Janus Capital Corporation for Capital Growth; INVESCO
Funds Group, Inc. for Equity Income; Pacific Investment Management Co. for Total
Return Bond; and J. P. Morgan Investment Management Inc. for Money Market.

     The Investment Manager receives a fee, computed daily and paid monthly,
based on an annual rate of 1.00%, 1.00%, .75%, .65%, and .50% of the average
daily net assets of the International Equity, Capital Growth, Equity Income,
Total Return Bond, and Money Market Portfolios, respectively.

     The Investment Manager pays each Sub-advisor a fee, computed daily and paid
monthly,  based on an annual rate of .75%,  .45%,  .35%,  .25%,  and .15% of the
average daily net assets of the  International  Equity,  Capital Growth,  Equity
Income,  Total  Return  Bond,  and Money Market  Portfolios,  respectively.  The
Sub-advisors for International Equity and Money Market are currently voluntarily
waiving a portion their fee payable by the Investment Manager.  The annual rates
of the fees  payable  to the  Sub-advisors  for  International  Equity and Money
Market are reduced for Portfolio net assets in excess of specified levels.

     Certain officers and Trustees of the Trust are officers or directors of the
Investment Manager. The Trust pays no compensation directly to its officers or
interested Trustees.

4. TAX MATTERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The Portfolios are treated as partnerships for Federal income tax purposes.
Accordingly, each investor in the Portfolios is allocated its share of net
investment income and realized and unrealized gains and losses from investment
transactions. It is intended that the Portfolios are managed in such a way that
an investor is able to satisfy the requirements of the Internal Revenue Code
applicable to regulated investment companies.

5. PORTFOLIO SECURITIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     Purchases and sales of securities, other than U.S. government securities
and short-term obligations, during the year ended October 31, 1998, were as
follows:

<TABLE>
<CAPTION>
                                      PURCHASES         SALES
                                     ------------    -----------
<S>                                  <C>             <C>
International Equity                 $ 14,021,718    $ 1,771,863
Capital Growth                        143,874,128     36,757,084
Equity Income                          70,483,631     20,832,269
Total Return Bond                      58,355,955     29,119,902
</TABLE>

     Purchases and sales of U.S. government securities, during the year ended
October 31, 1998, were as follows:

<TABLE>
<CAPTION>
                                      PURCHASES         SALES
                                     ------------    -----------
<S>                                  <C>             <C>
Total Return Bond                    $127,350,937    $85,862,076
Equity Income                           2,516,748        490,234
</TABLE>

     At October 31, 1998, the cost and unrealized appreciation or depreciation
in value of the investments owned by the Portfolios, for Federal income tax
purposes, were as follows:

<TABLE>
<CAPTION>
                                                                                     NET
                                                   GROSS           GROSS          UNREALIZED
                                 AGGREGATE       UNREALIZED      UNREALIZED      APPRECIATION
                                    COST        APPRECIATION    DEPRECIATION    (DEPRECIATION)
                                ------------    ------------    ------------    --------------
<S>                             <C>             <C>             <C>             <C>
International Equity            $ 14,434,337    $ 1,089,582      $1,240,165      $  (150,583)
Capital Growth                   134,147,098     16,592,654         721,143       15,871,511
Equity Income                     61,296,547      4,489,700       2,068,265        2,421,435
Total Return Bond                 67,555,680        546,057         174,563          371,494
Money Market                      48,554,630             --              --               --
</TABLE>



                                                   AMERICAN SKANDIA MASTER TRUST


REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------

To the Investors and Board of Trustees
of American Skandia Master Trust:

In our opinion, the accompanying statements of assets and liabilities, including
the schedules of investments, and the related statements of operations and of
changes in net assets and the supplemental data present fairly, in all material
respects, the financial position of ASMT T. Rowe Price International Equity
Portfolio, ASMT Janus Capital Growth Portfolio, ASMT INVESCO Equity Income
Portfolio, ASMT PIMCO Total Return Bond Portfolio and ASMT JPM Money Market
Portfolio of American Skandia Master Trust (the "Trust") at October 31, 1998,
the results of each of their operations, the changes in each of their net assets
and the supplemental data for each of the periods presented, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements and supplemental data (hereafter referred to as "financial
statements") are the responsibility of the Trust's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accouting principles used
and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities owned at October 31, 1998 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion expressed
above.

PricewaterhouseCoopers

Chartered Accountants and Registered Auditors
Dublin, Republic of Ireland
December 11, 1998







<PAGE>



                                    APPENDIX

         The rating  information which follows describes how the rating services
mentioned presently rate the described securities.  No reliance is made upon the
rating  firms as  "experts"  as that term is defined  for  securities  purposes.
Rather,  reliance on this  information  is on the basis that such  ratings  have
become generally accepted in the investment business.

                 Description of Certain Debt Securities Ratings

Moody's Investors Service, Inc. ("Moody's"):

         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 edge."  Interest  payments are protected by a large,  or  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 fundamentally 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 risk 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 a
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.

         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.

Standard & Poor's Corporation ("Standard & Poor's"):

         AAA -- Debt rated AAA has the  highest  rating  assigned  by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

         AA -- Debt rated AA has a strong  capacity  to pay  interest  and repay
principal, and differs from the highest rated issues only in a small degree.

         A -- Debt  rated A has a strong  capacity  to pay  interest  and  repay
principal,  although it is somewhat more  susceptible to the adverse  effects of
changes in  circumstances  and  economic  conditions  than debt in higher  rated
categories.

         BBB - Debt rated BBB is regarded as having an adequate  capacity to pay
interest and repay principal.  Whereas they normally exhibit adequate protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories.

         BB, B, CCC,  CC, C -- Debt rated BB, B, CCC,  CC and C is  regarded  as
having predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. BB indicates the least degree of speculation and C
the  highest.  While such debt will  likely  have some  quality  and  protective
characteristics,  these are  outweighed  by large  uncertainties  of major  risk
exposures to adverse conditions.

         BB -- Debt rated BB has less  near-term  vulnerability  to default than
other  speculative  issues.  However,  it faces major ongoing  uncertainties  or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate  capacity to meet timely interest and principal  payments.  The BB
rating is also used for debt  subordinated  to senior  debt that is  assigned an
actual or implied BBB rating.

         B -- Debt rated B has a greater  vulnerability to default but currently
has the capacity to meet  interest  payments and principal  repayments.  Adverse
business,  financial,  or economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay  principal.  The B rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
BB or BB-rating.

         CCC -- Debt rated CCC has a  currently  identifiable  vulnerability  to
default,  and is dependent  upon  favorable  business,  financial,  and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, economic or financial conditions, it is not likely to
have the capacity to pay interest and repay  principal.  The CCC rating category
is also used for debt  subordinated to senior debt that is assigned an actual or
implied B or B- rating.

         CC -- The rating CC typically is applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.

         C -- The C rating may be used to cover a situation  where a  bankruptcy
petition has been filed, but debt service payments are continued.

         CI -- The rating CI is reserved  for income  bonds on which no interest
is being paid.

         D -- Debt rated D is in payment default.  The D rating category is used
when interest payments or principal  payments are not made on the date due, even
if the  applicable  grace  period  has not  expired,  unless  Standard  & Poor's
believes that such payments will be made during such grace period.  The D rating
also  will be used  upon the  filing  of  bankruptcy  petition  if debt  service
payments are jeopardized.

         Plus (+) or minus (-) -- Ratings  from AA to CCC may be modified by the
addition  of a plus of minus  sign to show  relative  standing  within the major
rating categories.


                 Description of Certain Commercial Paper Ratings

Moody's:

         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 funds employed;  conservative  capitalization structures with
moderate reliance on debt and ample asset protection;  broad margins in earnings
coverage of fixed  financial  charges and high  internal  cash  generation;  and
well-established  access to a range of financial  markets and assured sources of
alternate liquidity.

         Prime-2 -- Issuers rated Prime-2 (or related  supporting  institutions)
have a strong ability for repayment of senior short-term debt obligations.  This
will normally 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.

         Prime-3 -- Issuers rated Prime-3 (or related  supporting  institutions)
have an acceptable  ability for repayment of senior short-term debt obligations.
The  effect of  industry  characteristics  and market  compositions  may be more
pronounced.  Variability in earnings and  profitability may result in changes in
the  level of debt  protection  measurements  and may  require  relatively  high
financial leverage. Adequate alternate liquidity is maintained.

         Not Prime - Issuers rated Not Prime do not fall within any of the Prime
rating categories.

Standard & Poor's:

         A-1 -- This  highest  category  indicates  that the  degree  of  safety
regarding time 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".

         A-3 -- Issues  carrying this  designation  have  adequate  capacity for
timely payment. They are, however, more vulnerable to the adverse effects of the
changes in circumstances than obligations carrying the higher designations.

         B -- Issues  rated B are regarded as having only  speculative  capacity
for timely payment.

         C -- This rating is  assigned to  short-term  debt  obligations  with a
doubtful capacity for payment.

         D - Debt rated D is in payment  default.  The D rating category is used
when interest payments or principal  payments are not made on the date due, even
if the  applicable  grace  period  has not  expired,  unless  Standard  & Poor's
believes that such payments will be made during such grace period.


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