AMERICAN SKANDIA ADVISOR FUNDS INC
497, 2000-05-04
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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

                                   MAY 1, 2000

                        ---------------------------------
              ASAF FOUNDERS INTERNATIONAL SMALL CAPITALIZATION FUND

                       ASAF AIM INTERNATIONAL EQUITY FUND

                        ASAF JANUS OVERSEAS GROWTH FUND*

                 ASAF AMERICAN CENTURY INTERNATIONAL GROWTH FUND

                        ASAF JANUS SMALL-CAP GROWTH FUND*

                        ASAF KEMPER 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 ALLIANCE GROWTH FUND

                        ASAF MARSICO CAPITAL GROWTH FUND

                         ASAF JANUS CAPITAL GROWTH FUND

                           ASAF MANAGED INDEX 500 FUND

                      ASAF ALLIANCE 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 PIMCO TOTAL RETURN BOND FUND

                           ASAF JPM MONEY MARKET FUND

*Closed to new investors.  See pages 33 and 37 for details.
- ------------------------------------------------------------------------

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>                                                                                                             <C>
RISK/RETURN SUMMARY.......................................................................................................3

PAST PERFORMANCE.........................................................................................................12

EXPENSE INFORMATION......................................................................................................22

         Shareholder Transaction Expenses................................................................................22
         Annual Fund Operating Expenses..................................................................................22
         Expense Examples................................................................................................26

INVESTMENT PROGRAMS OF THE FUNDS.........................................................................................29

         ASAF Founders International Small Capitalization Fund...........................................................30
         ASAF AIM International Equity Fund..............................................................................32
         ASAF Janus Overseas Growth Fund.................................................................................33
         ASAF American Century International Growth Fund.................................................................35
         ASAF Janus Small-Cap Growth Fund................................................................................37
         ASAF Kemper Small-Cap Growth Fund...............................................................................39
         ASAF T. Rowe Price Small Company Value Fund.....................................................................41
         ASAF Neuberger Berman Mid-Cap Growth Fund.......................................................................43
         ASAF Neuberger Berman Mid-Cap Value Fund........................................................................45
         ASAF Alliance Growth Fund.......................................................................................47
         ASAF Marsico Capital Growth Fund................................................................................49
         ASAF Janus Capital Growth Fund..................................................................................51
         ASAF Managed 500 Index Fund.....................................................................................53
         ASAF Alliance Growth and Income Fund............................................................................55
         ASAF MFS Growth with Income Fund................................................................................56
         ASAF INVESCO Equity Income Fund.................................................................................57
         ASAF American Century Strategic Balanced Fund...................................................................58
         ASAF Federated High Yield Bond Fund.............................................................................60
         ASAF PIMCO Total Return Bond Fund...............................................................................62
         ASAF JPM Money Market Fund......................................................................................65

PORTFOLIO TURNOVER.......................................................................................................67

HOW TO BUY SHARES........................................................................................................68

SPECIAL INVESTMENT PROGRAMS AND PRIVILEGES...............................................................................73

HOW TO REDEEM SHARES.....................................................................................................74

HOW TO EXCHANGE SHARES...................................................................................................76

DETERMINATION OF NET ASSET VALUE.........................................................................................77

SHAREHOLDER ACCOUNT RULES AND POLICIES...................................................................................77

SPECIAL INFORMATION ON THE "MASTER/FEEDER" FUND STRUCTURE................................................................78

MANAGEMENT OF THE FUNDS..................................................................................................79

         The Investment Manager..........................................................................................79
         The Sub-Advisors................................................................................................79
         Fees and Expenses...............................................................................................82

DIVIDENDS, CAPITAL GAINS AND TAXES.......................................................................................84

FINANCIAL HIGHLIGHTS.....................................................................................................88

CERTAIN RISK FACTORS AND INVESTMENT METHODS..............................................................................96
</TABLE>



<PAGE>


                               RISK/RETURN SUMMARY

     American Skandia Advisor Funds, Inc. (the "Company") is comprised of twenty
diversified  investment  portfolios  (the  "Funds").  Five of the  Funds -- ASAF
American Century International Growth Fund, ASAF Janus Capital Growth Fund, ASAF
INVESCO Equity Income Fund, ASAF PIMCO 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."

International Funds and Portfolios:

<TABLE>
<CAPTION>
Fund/Portfolio:               Investment Goal:               Primary Investments:
- --------------                ---------------                -------------------

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

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

Overseas Growth Fund          Capital growth                 The Fund invests primarily in common stocks of foreign
                                                             companies.

American Century Int'l        Capital growth                 The Portfolio  invests primarily in equity securities of
Growth Portfolio                                             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 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.

The ASMT American  Century  International  Growth Portfolio will seek to achieve
its  investment  objective  by  investing  primarily  in  equity  securities  of
international  companies  that the  Sub-advisor  believes will increase in value
over time. The Sub-advisor uses a growth  investment  strategy it developed that
looks for companies with earnings and revenue growth.  Ideally,  the Sub-advisor
looks for companies  whose  earnings and revenues are not only growing,  but are
growing  at  an  accelerating  pace.  For  purposes  of  the  Portfolio,  equity
securities include common stocks, preferred stocks and convertible securities.

The  Sub-advisor  tracks  financial  information  for  thousands of companies to
research and selects the stocks it believes will be able to sustain accelerating
growth.  This  strategy is based on the premise  that,  over the long term,  the
stocks  of  companies   with   accelerating   earnings   and  revenues   have  a
greater-than-average chance to increase in value.

The Sub-advisor  recognizes  that, in addition to locating strong companies with
accelerating  earnings,  the allocation of assets among different  countries and
regions also is an important factor in managing an international  portfolio. For
this reason,  the Sub-advisor  will consider a number of other factors in making
investment  selections,  including the prospects  for relative  economic  growth
among  countries  or  regions,  economic  and  political  conditions,   expected
inflation rates,  currency exchange  fluctuations and tax considerations.  Under
normal  conditions,  the  Portfolio  will  invest at least 65% of its  assets in
equity securities of issuers from at least three countries outside of the United
States. While the Portfolio's focus will be on issuers in developed markets, the
Sub-advisor expects to invest to some degree in issuers in developing countries.

Principal Risks:

o    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.

o    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.

o    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:

Fund/Portfolio:               Investment Goal:               Primary Investments:
- --------------                ---------------                -------------------

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

Kemper Small-Cap Growth       Maximum capital growth         The Fund invests  primarily in equity securities of small
Fund                                                         capitalization companies.

Small Company  Value Fund     Long-term capital growth       The Fund invests primarily in stocks and equity-related
                                                             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.

Alliance Growth Fund          Capital growth                 The Fund invests predominantly in the equity securities of a
                                                             limited number of large, high-quality U.S. 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.

At least 65% of the ASAF Kemper  Small-Cap  Growth Fund's total assets  normally
will be invested in the equity  securities  of smaller  companies,  i.e.,  those
having a market  capitalization of $2 billion or less at the time of investment,
many of  which  would  be in the  early  stages  of  their  life  cycle.  Equity
securities include common stocks and securities convertible into or exchangeable
for common  stocks,  including  warrants and rights.  The  Portfolio  intends to
invest primarily in stocks of companies whose earnings per share are expected by
the Sub-advisor to grow faster than the market average ("growth stocks").

In managing the Fund, the Sub-advisor emphasizes stock selection and fundamental
research.  The Sub-advisor  considers a number of factors in determining whether
to invest in a growth  stock,  including  return on equity and  earnings  growth
rate,  low level of debt,  strong balance  sheet,  good  management and industry
leadership.   Other  factors  are  patterns  of  increasing  sales  growth,  the
development  of new or improved  products or  services,  favorable  outlooks for
growth in the industry,  the  probability of increased  operating  efficiencies,
emphasis on research and development, cyclical conditions, or other signs that a
company may grow rapidly.  The Fund seeks  attractive  areas for investment that
arise from factors such as technological  advances,  new marketing methods,  and
changes in the economy and population.

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).  Reflecting  a value  approach  to
investing, the Fund will seek the stocks of companies whose current stock prices
do not appear to 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.

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 Alliance Growth Fund (formerly,  the ASAF Oppenheimer  Large-Cap Growth
Fund) normally invests at least 85% of its total assets in the equity securities
of U.S.  companies.  Normally,  about 40-60 companies will be represented in the
Fund,  with the 25 companies  most highly  regarded by the  Sub-advisor  usually
constituting  approximately  70% of the  Fund 's net  assets.  The  Fund is thus
atypical from many equity mutual funds in its focus on a relatively small number
of intensively researched companies.

The Sub-advisor relies heavily upon the fundamental analysis and research of its
internal research staff,  which generally follows a primary research universe of
more  than  500  companies  that  have  strong  management,   superior  industry
positions,  excellent balance sheets and superior earnings growth prospects.  An
emphasis is placed on identifying  companies whose  substantially  above average
prospective earnings growth is not fully reflected in current market valuations.

During market  declines,  while adding to positions in favored stocks,  the Fund
becomes  somewhat more  aggressive,  gradually  reducing the number of companies
represented in its portfolio.  Conversely,  in rising markets, while reducing or
eliminating fully valued positions, the Fund becomes somewhat more conservative,
gradually increasing the number of companies  represented in its portfolio.  The
Sub-advisor  therefore  seeks to gain  positive  returns in good  markets  while
providing some measure of protection in poor markets.

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 Managed Index 500 Fund (formerly,  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
fundamental,  quantitative  criteria  that are  designed to  indicate  whether a
particular  stock  will  predictably  perform  better or worse than the S&P 500.
Based on these  criteria,  the  Sub-advisor  determines  whether the 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.  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. The Fund may invest up to 15% of its total assets in equity securities 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.


<PAGE>


Principal Risks:

o    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.

o    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, the ASAF Kemper
     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 Alliance  Growth Fund, the ASAF
     Marsico  Capital Growth Fund,  the ASMT Janus Capital Growth  Portfolio and
     the ASAF  Managed  Index 500 Fund to  somewhat  less risk than the  mid-cap
     funds.

o    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 Kemper  Small-Cap  Growth Fund,
     the ASAF Neuberger  Berman  Mid-Cap  Growth Fund, the ASAF Alliance  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  Managed  Index 500  Fund,  like the S&P 500,  will
     include both value and growth stocks.

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

Fund/Portfolio:               Investment Goal:               Primary Investments:
- --------------                ---------------                -------------------

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

MFS 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       Capital growth and current     The Portfolio invests primarily in dividend-paying common and
                              income                         preferred stocks, 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  Alliance  Growth and Income Fund normally will invest in common stocks
(and securities convertible into common stocks).  Typically, in choosing stocks,
the Sub-advisor looks for companies using the following process:

o    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; and

o    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.

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 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 are expected to produce  relatively high levels of
income and  consistent,  stable returns.  The Portfolio  normally will invest at
least 65% of its  assets  in  dividend-paying  common  and  preferred  stocks of
domestic and foreign issuers.  Up to 30% 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  or
convertible bonds.

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:

o    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.

o    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.

o    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.

o    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:

Fund/Portfolio:               Investment Goal:               Primary Investments:
- --------------                ---------------                -------------------

<S>                           <C>                            <C>
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:

o    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.

o    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.

o    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.

o    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>


PAST PERFORMANCE

             The bar charts show the  performance  of the Class A shares of each
Fund for each full  calendar  year the Fund has been in  operation.  The  tables
below the bar charts show each such Fund's  best and worst  quarters  during the
periods  included in the bar chart,  as well as the average annual total returns
for each Class of each Fund for 1999 and since  inception.  This information may
help  provide  an  indication  of  each  Fund's  risks  by  showing  changes  in
performance from year to year and by comparing the Fund's  performance with that
of a broad-based  securities  index.  The average annual  figures  reflect sales
charges;  the other  figures do not, 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.

ASAF FOUNDERS INTERNATIONAL SMALL CAPITALIZATION FUND
 _________________________
                          100.00%
                  81.50%
                           60.00%
                           20.00%
        16.91%
                            0.00%
 _________________________-20.00%
        1998     1999

<TABLE>
<CAPTION>
                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>    <C>         <C>
                  Up 51.8%, 4th quarter 1999                         Down 17.4%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Morgan Stanley Capital

                  For periods ending                                                    International (MSCI) EAFE
                  12/31/99                                                              Index

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                     71.06%      74.60%      79.68%     79.27%                        26.96%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            30.56%      32.05%      33.12%     33.37%                        13.92%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
</TABLE>




<PAGE>



ASAF JANUS OVERSEAS GROWTH FUND
 _________________________
                           80.00%
                 75.54%
                           40.00%
                           20.00%
        15.70%
                            0.00%
 _________________________-20.00%
        1998     1999



<TABLE>
<CAPTION>
                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>    <C>         <C>
                  Up 55.6%, 4th quarter 1999                         Down 13.2%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Morgan Stanley Capital

                  For periods ending                                                    International (MSCI) EAFE
                  12/31/99                                                              Index

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                     65.39%      68.72%      73.91%     73.24%                        26.96%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            38.36%      40.04%      41.95%     41.82%                        23.43%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------

</TABLE>


ASAF AMERICAN CENTURY INTERNATIONAL GROWTH FUND*
 _________________________
                           80.00%
                 75.54%
                           60.00%
                           20.00%
        15.70%
                            0.00%
 _________________________-20.00%
        1998     1999



<TABLE>
<CAPTION>
                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>               <C>       <C>         <C>                          <C>  <C>    <C>
                  Up 22.8%, 4th quarter 1999                         Down 13.5%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Morgan Stanley Capital

                  For periods ending                                                    International (MSCI) EAFE
                  12/31/99                                                              Index


                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                     22.61%      23.51%      28.35%     26.57%                        26.96%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            10.48%      11.28%      12.58%     12.52%                        13.92%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
*Prior to May 1, 2000, the ASAF American Century  International  Growth Fund was
known  as  the  ASAF  T.  Rowe  Price   International   Equity  Fund,  and  Rowe
Price-Fleming International, Inc. served as Sub-advisor to the Fund.


</TABLE>

ASAF JANUS SMALL-CAP GROWTH FUND*
 _________________________
                          150.00%
                 131.71%
                          100.00%

                          50.00%

 _______5.49%_____________0.00%
        1998     1999




<TABLE>
<CAPTION>

                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>   <C>         <C>                                <C>    <C>         <C>
                  Up 73.0% 4th quarter 1999                          Down 19.0%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Standard & Poor's 500 Index
                  For periods ending
                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                    118.32%     124.45%     129.30%    130.06%                        21.26%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            42.19%      43.95%      45.00%     45.52%                        21.18%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------

                  *Prior to  January 1, 1999,  the ASAF Janus  Small-Cap  Growth
                  Fund was known as the ASAF Founders Small  Capitalization Fund
                  and Founders Asset Management LLC served as Sub-advisor to the
                  Fund.
</TABLE>

ASAF T. ROWE PRICE SMALL COMPANY VALUE FUND
 _________________________
                           5.00%

                 0.18%     0.00%
                          -5.00%

        -11.84%           -10.00%
 _________________________-15.00%
        1998     1999

<TABLE>
<CAPTION>
                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>    <C>         <C>
                  Up 18.6%, 2nd quarter 1999                         Down 19.6%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Standard & Poor's 500 Index
                  For periods ending
                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                     -5.55%      -5.99%      -1.23%     -3.38%                        21.26%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            -5.28%      -4.97%      -3.44%     -3.95%                        21.18%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
</TABLE>

ASAF NEUBERGER BERMAN MID-CAP GROWTH FUND

 _________________________
                           60.00%
        51.75%
                           40.00%
                           20.00%

                            0.00%
 _________________________-20.00%
        1999

<TABLE>
<CAPTION>
                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>   <C>         <C>
                  Up 48.8%, 4th quarter 1999                         Down 2.3%, 1st quarter 1999
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Standard & Poor's 500 Index
                  For periods ending
                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                     43.01%      45.14%      50.20%     48.74%                        14.72%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            72.34%      76.12%      79.14%     79.34%                        25.46%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
</TABLE>

ASAF NEUBERGER BERMAN MID-CAP VALUE FUND
 _________________________
        14.94%             15.00%

                           10.00%
                            5.00%

                            0.00%
 _________________________-20.00%
        1999


<TABLE>
<CAPTION>

                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>    <C>         <C>
                  Up 14.0%, 2nd quarter 1999                         Down 12.7%, 3rd quarter 1999
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Standard & Poor's 500 Index
                  For periods ending
                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                      8.34%       8.38%      13.47%     11.16%                        14.72%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            12.71%      13.66%      17.20%     15.68%                        25.46%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
</TABLE>


ASAF ALLIANCE GROWTH FUND*
 _________________________
                           40.00%

                 32.83%    30.00%
        24.90%             20.00%

                            0.00%
 _________________________-20.00%
        1998     1999






<TABLE>
<CAPTION>
                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>    <C>         <C>
                  Up 26.5%, 4th quarter 1999                         Down 12.8%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Standard & Poor's 500 Index
                  For periods ending
                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                     25.21%      26.00%      31.02%     29.19%                        21.04%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            25.05%      26.33%      28.10%     27.79%                        24.75%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------

*Between  December  31,  1998 and  April  30,  2000,  the ASAF  Alliance  Growth
Portfolio  was  know  as  the  ASAF   Oppenheimer   Large-Cap  Growth  Fund  and
OppenheimerFunds,  Inc. served as Sub-advisor to the Fund. Prior to December 31,
1998, the Fund was known as the ASAF Robertson  Stephens Value + Growth Fund and
Robertson  Stephens  &  Company  Investment  Management,   L.P.  served  as  its
Sub-advisor.

</TABLE>

ASAF MARSICO CAPITAL GROWTH FUND
 _________________________
                           60.00%
        52.87%
                           40.00%
                           20.00%

                            0.00%
 _________________________-20.00%
        1999

<TABLE>
<CAPTION>

                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>   <C>         <C>
                  Up 32.7%, 4th quarter 1999                         Down 0.7%, 3rd quarter 1999
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Standard & Poor's 500 Index
                  For periods ending
                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                     44.12%      46.28%      51.24%     49.96%                        21.04%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            48.06%      50.77%      53.78%     53.40%                        25.46%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------

</TABLE>

ASAF JANUS CAPITAL GROWTH FUND
 _________________________
        59.91%             60.00%
                 50.31%
                           40.00%
                           20.00%

                            0.00%
 _________________________-20.00%
        1998     1999

<TABLE>
<CAPTION>
                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>   <C>         <C>
                  Up 32.7%, 4th quarter 1999                         Down 7.1%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Standard & Poor's 500 Index
                  For periods ending
                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                     41.68%      43.44%      48.37%     47.27%                        21.04%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            40.34%      42.18%      43.08%     43.74%                        21.18%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
</TABLE>


ASAF ALLIANCE GROWTH AND INCOME FUND*
 _________________________
                           60.00%


                           40.00%
                           20.00%
        13.94%   15.26%
                            0.00%
 _________________________-20.00%
        1998     1999
<TABLE>
<CAPTION>

                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       Worst Quarter

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>    <C>         <C>
                  Up 16.1%, 4th quarter 1998                         Down 11.3%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Standard & Poor's 500 Index
                  For periods ending
                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                      8.64%       8.61%      13.73%     11.40%                        21.04%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            11.26%      11.93%      14.10%     13.29%                        24.75%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------


*Prior to May 1, 2000, the ASAF Alliance Growth and Income Fund was known as the
ASAF Lord  Abbett  Growth  and Income  Fund,  and Lord,  Abbett & Co.  served as
Sub-advisor to the Fund.



</TABLE>

ASAF INVESCO EQUITY INCOME FUND

 _________________________
                           60.00%

                           40.00%
                           20.00%
        15.98%  12.03%
                            0.00%
 _________________________-20.00%
        1998     1999



<TABLE>
<CAPTION>

                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>   <C>         <C>
                  Up 12.9%, 4th quarter 1998                         Down 6.2%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Standard & Poor's 500 Index
                  For periods ending
                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                      5.61%       5.52%      10.44%      8.24%                        21.04%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            12.97%      13.91%      15.23%     15.04%                        21.18%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
</TABLE>

ASAF AMERICAN CENTURY STRATEGIC BALANCED FUND
 _________________________
                           60.00%

                           40.00%
        19.40%             20.00%
                12.38%
                            0.00%
 _________________________-20.00%
        1998     1999

<TABLE>
<CAPTION>

                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>    <C>         <C>                               <C>   <C>         <C>
                  Up 13.6%, 4th quarter 1998                         Down 6.7%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Blended Index (60% Standard
                  For periods ending                                                    & Poor's 500, 40% Lehman
                  12/31/99                                                              Brothers

                                                                                        Government/Corporate Index)
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                      5.89%       5.83%      10.75%      8.64%                        12.29%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception            11.22%      11.97%      13.33%     13.12%                        14.56%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------

</TABLE>

ASAF FEDERATED HIGH YIELD BOND FUND
 _________________________
                           60.00%

                           40.00%
                           20.00%
        14.90%
                 2.68%      0.00%
 _________________________-20.00%
        1998     1999






<TABLE>
<CAPTION>

                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>   <C>         <C>                                <C>   <C>         <C>
                  Up 4.1%, 4th quarter 1998                          Down 3.3%, 3rd quarter 1998
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               Merrill Lynch High Yield
                  For periods ending                                                    Index

                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                     -1.64%      -3.50%       1.22%     -0.94%                         1.57%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception             2.25%       2.11%       3.55%      3.21%                         4.03%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
</TABLE>

ASAF PIMCO TOTAL RETURN BOND FUND
 _________________________
                           60.00%

                           40.00%
                           20.00%
        7.67%
                            0.00%
 ________________-1.12%___ -5.00%
        1998     1999


<TABLE>
<CAPTION>
                  -------------------------------------------------- ------------------------------------------------
                  BEST QUARTER                                       WORST QUARTER

                  -------------------------------------------------- ------------------------------------------------
                  -------------------------------------------------- ------------------------------------------------
<S>                  <C>   <C>         <C>                                <C>   <C>         <C>
                  Up 4.4%, 3rd quarter 1998                          Down 1.0%, 2nd quarter 1999
                  -------------------------------------------------- ------------------------------------------------

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Average annual total   CLASS A     CLASS B     CLASS C     CLASS X    INDEX:
                  returns                                                               LB Aggregate Index
                  For periods ending
                  12/31/99

                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  1 year                     -5.28%      -7.21%      -2.53%     -4.83%                        -0.83%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
                  Since inception             2.43%       2.11%       3.65%      3.17%                         4.64%
                  ---------------------- ----------- ----------- ----------- ---------- -----------------------------
</TABLE>






<PAGE>

ASAF JPM MONEY MARKET FUND
 _________________________
                            5.00%

                            4.00%
         3.92%   3.63%      3.00%

                            2.00%
 _________________________
        1998     1999

<TABLE>
<CAPTION>


                  ------------------------------------------------ ----------------------------------------------
                  BEST QUARTER                                     WORST QUARTER

                  ------------------------------------------------ ----------------------------------------------
                  ------------------------------------------------ ----------------------------------------------
<S>                  <C>   <C>         <C>                            <C>   <C>         <C>
                  Up 1.0%, 3rd quarter 1998                        Up 0.8%, 1st quarter 1999
                  ------------------------------------------------ ----------------------------------------------

                  ------------------------------------- -------------- ------------ -------------- --------------
                                                              CLASS A      CLASS B        CLASS C        CLASS X
                  ------------------------------------- -------------- ------------ -------------- --------------
                  ------------------------------------- -------------- ------------ -------------- --------------
                  7-day yield (as of 12/31/99)                  3.47%        2.97%          2.98%          2.98%
                  ------------------------------------- -------------- ------------ -------------- --------------

</TABLE>



                  This page has been intentionally left blank.


<PAGE>


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):

<TABLE>
<CAPTION>
                                              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

<S>                                             <C>           <C>            <C>              <C>          <C>          <C>
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)
purchase price or redemption proceeds)                                                                 6.00%(3)     1.00%(3)
Redemption Fee                                  None(4)       None(4)        None(4)          None(4)      None(4)      None(4)
Exchange Fee                                    None          None           None             None         None         None
</TABLE>

<TABLE>
<CAPTION>
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
                                             and                          Expenses           Reimbursement(6)   Operating
                                             Service                                                            Expenses
                                             (12b-1)
                                             Fees(5)
- -------------------------------------------------------------------------------------------------------------------------------

<S>                                   <C>             <C>         <C>            <C>                <C>                <C>
Int'l Small Capitalization
     Class A                          1.10            0.50        2.93           4.53               (2.33)             2.20
     Class B                          1.10            1.00        2.94           5.04               (2.34)             2.70
     Class C                          1.10            1.00        2.95           5.05               (2.35)             2.70
     Class X                          1.10            1.00        2.97           5.07               (2.37)             2.70

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            0.55        0.85           2.50               (0.35)             2.15
     Class B                          1.10            1.05        0.85           3.00               (0.35)             2.65
     Class C                          1.10            1.05        0.85           3.00               (0.35)             2.65
     Class X                          1.10            1.05        0.86           3.01               (0.36)             2.65

American Century
International Equity

     Class A                          1.00            0.54        1.84           3.38               (1.24)             2.14
     Class B                          1.00            1.04        1.84           3.88               (1.24)             2.64
     Class C                          1.00            1.04        1.88           3.92               (1.28)             2.64
     Class X                          1.00            1.04        1.92           3.96               (1.32)             2.64

Janus Small-Cap Growth

     Class A                          0.90            0.53        0.79           2.22               (0.39)             1.83
     Class B                          0.90            1.03        0.78           2.71               (0.38)             2.33
     Class C                          0.90            1.03        0.82           2.75               (0.42)             2.33
     Class X                          0.90            1.03        0.91           2.84               (0.51)             2.33

Kemper Small-Cap Growth(7)

     Class A                          0.95            0.54        0.68           2.17               (0.33)             1.84
     Class B                          0.95            1.04        0.68           2.67               (0.33)             2.34
     Class C                          0.95            1.04        0.68           2.67               (0.33)             2.34
     Class X                          0.95            1.04        0.68           2.67               (0.33)             2.34

Small Company Value

     Class A                          1.00            0.50        1.11           2.61               (0.71)             1.90
     Class B                          1.00            1.00        1.13           3.13               (0.73)             2.40
     Class C                          1.00            1.00        1.13           3.13               (0.73)             2.40
     Class X                          1.00            1.00        1.12           3.12               (0.72)             2.40

Mid-Cap Growth

     Class A                          0.90            0.56        1.23           2.69               (0.78)             1.91
     Class B                          0.90            1.06        1.22           3.18               (0.77)             2.41
     Class C                          0.90            1.06        1.25           3.21               (0.80)             2.41
     Class X                          0.90            1.06        1.27           3.23               (0.82)             2.41
</TABLE>




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

- ----------------------------- --------------- -------------- ------------- ------------------ ---------------- -----------------
<S>  <C>                              <C>             <C>         <C>            <C>                <C>                <C>
Mid-Cap Value

     Class A                          0.90            0.75        1.26           2.91               (0.81)             2.10
     Class B                          0.90            1.25        1.29           3.44               (0.84)             2.60
     Class C                          0.90            1.25        1.32           3.47               (0.87)             2.60
     Class X                          0.90            1.25        1.35           3.50               (0.90)             2.60

Alliance Growth

     Class A                          0.90            0.50        1.01           2.41               (0.61)             1.80
     Class B                          0.90            1.00        1.01           2.91               (0.61)             2.30
     Class C                          0.90            1.00        1.02           2.92               (0.62)             2.30
     Class X                          0.90            1.00        1.03           2.93               (0.63)             2.30

Marsico Capital Growth

     Class A                          1.00            0.52        0.52           2.04               (0.22)             1.82
     Class B                          1.00            1.02        0.52           2.54               (0.22)             2.32
     Class C                          1.00            1.02        0.52           2.54               (0.22)             2.32
     Class X                          1.00            1.02        0.52           2.54               (0.22)             2.32

Janus Capital Growth

     Class A                          1.00            0.53        0.49           2.02               (0.19)             1.83
     Class B                          1.00            1.03        0.50           2.53               (0.20)             2.33
     Class C                          1.00            1.03        0.49           2.52               (0.19)             2.33
     Class X                          1.00            1.03        0.47           2.50               (0.17)             2.33

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

Alliance Growth and Income

     Class A                          1.00            0.59        0.68           2.27               (0.53)             1.74
     Class B                          1.00            1.09        0.68           2.77               (0.53)             2.24
     Class C                          1.00            1.09        0.69           2.78               (0.54)             2.24
     Class X                          1.00            1.09        0.69           2.78               (0.54)             2.24

MFS Growth with Income(7)

     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            0.59        0.62           1.96               (0.17)             1.79
     Class B                          0.75            1.09        0.63           2.47               (0.18)             2.29
     Class C                          0.75            1.09        0.62           2.46               (0.17)             2.29
     Class X                          0.75            1.09        0.63           2.47               (0.18)             2.29

Strategic Balanced

     Class A                          0.90            0.50        0.75           2.15               (0.45)             1.70
     Class B                          0.90            1.00        0.77           2.67               (0.47)             2.20
     Class C                          0.90            1.00        0.77           2.67               (0.47)             2.20
     Class X                          0.90            1.00        0.77           2.67               (0.47)             2.20

High Yield Bond

     Class A                          0.70            0.50        0.61           1.81               (0.31)             1.50
     Class B                          0.70            1.00        0.61           2.31               (0.31)             2.00
     Class C                          0.70            1.00        0.62           2.32               (0.32)             2.00
     Class X                          0.70            1.00        0.62           2.32               (0.32)             2.00

Total Return Bond

     Class A                          0.65            0.50        0.58           1.73               (0.23)             1.50
     Class B                          0.65            1.00        0.58           2.23               (0.23)             2.00
     Class C                          0.65            1.00        0.59           2.24               (0.24)             2.00
     Class X                          0.65            1.00        0.60           2.25               (0.25)             2.00

Money Market

     Class A                          0.50            0.50        0.63           1.63               (0.13)             1.50
     Class B                          0.50            1.00        0.62           2.12               (0.12)             2.00
     Class C                          0.50            1.00        0.63           2.13               (0.13)             2.00
     Class X                          0.50            1.00        0.63           2.13               (0.13)             2.00
</TABLE>

(1) 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 and annualized from data regarding  commission amounts directed
to the  affiliate  under the  Supplemental  Distribution  Plans from such Plans'
commencement  of  operations  for each Fund (in late July  through  early August
1999) until  October 31, 1999.  Actual  commission  amounts  directed  under the
Supplemental  Distribution  Plans will vary and the amounts  directed during the
first full fiscal year of the Plans'  operations may differ  substantially  from
the annualized amounts listed in the above chart.

(6) The Funds' investment  manager has agreed to reimburse and/or waive fees for
each Fund  until at least May 1, 2001 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,  distribution fees and extraordinary expenses,
do not exceed specified percentages of the Fund's average net assets as follows:
ASAF Founders  International Small  Capitalization Fund -- 1.70% (1.60% prior to
July 1, 2000); ASAF AIM  International  Equity Fund - 1.60%; ASAF Janus Overseas
Growth Fund - 1.60%; ASAF American Century  International  Growth Fund -- 1.60%;
ASAF Janus  Small-Cap  Growth Fund - 1.30% (1.20%  prior to July 1, 2000);  ASAF
Kemper  Small-Cap  Growth Fund - 1.30%;  ASAF T. Rowe Price Small  Company Value
Fund -- 1.40%  (1.25%  prior to July 1, 2000);  ASAF  Neuberger  Berman  Mid-Cap
Growth Fund - 1.35% (1.25% prior to July 1, 2000); ASAF Neuberger Berman Mid-Cap
Value Fund - 1.35% (1.25% prior to July 1, 2000);  ASAF  Alliance  Growth Fund -
1.30%;  ASAF Marsico  Capital Growth Fund - 1.30% (1.25% prior to July 1, 2000);
ASAF Janus  Capital  Growth Fund - 1.30%  (1.20%  prior to July 1,  2000);  ASAF
Managed  Index 500 Fund - 1.00%;  ASAF  Alliance  Growth and Income Fund - 1.15%
(1.10%  prior to July 1, 2000);  ASAF MFS Growth with Income Fund - 1.30%;  ASAF
INVESCO Equity Income Fund -- 1.20% (1.05% prior to July 1, 2000); ASAF American
Century  Strategic  Balanced  Fund -- 1.20% (1.10% prior to July 1, 2000);  ASAF
Federated  High Yield Bond Fund -- 1.00%;  ASAF PIMCO Total  Return Bond Fund --
1.00%  (0.90%  prior to July 1, 2000);  and ASAF JPM Money Market Fund -- 1.00%.
Furthermore, the Investment Manager may reimburse and/or waive fees to a greater
extent than  indicated  above so that the  percentages  shown in the table under
"Net Annual Fund Operating Expenses" may be lower than indicated.

(7) Other expenses  shown are based on estimated  amounts for the current fiscal
year.

             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>

























                  This page has been intentionally left blank.


<PAGE>


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 May 1,
2001.  Although  your  actual  costs  may be  higher  or  lower,  based on these
assumptions your costs would be:

<TABLE>
<CAPTION>
                                               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             $785        $873        $373         $880          $1667       $1704       $1306      $1742
Capitalization

AIM International               781         869          369         876            1327        1346        946        1370
Equity

Overseas Growth                 781         868          368         875            1277        1295        895        1319

American Century                780         867          367         874            1446        1470       1078        1513
International Growth

Janus Small-Cap Growth          750         836          336         842            1194        1205        814        1253

Kemper Small-Cap Growth         751         837          337         843            1185        1198        798        1218

Small Company Value             757         843          343         849            1276        1297        897        1318

Mid-Cap Growth                  758         844          344         850            1293        1309        915        1342

Mid-Cap Value                   776         863          363         870            1352        1379        985        1415

Alliance Growth                 747         833          333         839            1228        1243        845        1269

Marsico Capital Growth          749         835          335         841            1158        1170        770        1189

Janus Capital Growth            750         836          336         842            1155        1169        766        1181

Managed Index 500               719         803          303         808            1117        1127        727        1145

Alliance    Growth   and        742         827          327         833            1196        1209        811        1231
Income

MFS Growth with Income          753         839          339         845            1205        1218        818        1239

Equity Income                   746         832          332         838            1139        1152        750        1171

Strategic Balanced              738         823          323         829            1169        1185        785        1205

High Yield Bond                 571         803          303         808            941         1092        694        1111

Total Return Bond               571         803          303         808            925         1075        677        1096

Money Market                    153         803          303         808            502         1052        654        1071
</TABLE>

<TABLE>
<CAPTION>
                                               5 Years                                           10 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            $2557       $2534        $2338       $2703          $4820       $4806       $4912      $5050
Capitalization

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

Overseas Growth                 1799        1746        1546         1889           3223        3176       3293        3384

American Century                2133        2092        1907         2271           3953        3919       4059        4193
International Growth

Janus Small-Cap Growth          1663        1601        1417         1790           2954        2896       3050        3208

Kemper Small-Cap Growth         n/a         n/a          n/a         n/a            n/a         n/a         n/a        n/a

Small Company Value             1821        1777        1577         1912           3300        3268       3388        3464

Mid-Cap Growth                  1853        1797        1609         1958           3369        3319       3458        3562

Mid-Cap Value                   1953        1917        1729         2084           3568        3546       3690        3808

Alliance Growth                 1735        1679        1483         1825           3120        3071       3198        3287
</TABLE>

<TABLE>
<CAPTION>
                                               5 Years                                           10 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>
Marsico Capital Growth          1591        1531        1331         1664           2791        2737       2859        2930

Janus Capital Growth            1584        1528        1323         1648           2774        2726       2841        2894

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

Alliance                        1675        1617        1422         1757           2992        2941       3070        3147
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                   1557        1499        1295         1632           2716        2667       2783        2862

Strategic Balanced              1624        1573        1373         1708           2882        2842       2968        3042

High Yield Bond                 1336        1407        1211         1542           2437        2497       2631        2697

Total Return Bond               1303        1374        1178         1512           2361        2421       2556        2630

Money Market                    874         1328        1132         1461           1922        2318       2452        2513
</TABLE>

     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:

<TABLE>
<CAPTION>
                                               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             $785        $273        $273         $280          $1667       $1304       $1306      $1342
Capitalization

AIM International               781         269          269         276            1327        946         946        970
Equity

Overseas Growth                 781         268          268         275            1277        895         895        919

American Century                780         267          267         274            1446        1070       1078        1113
International Growth

Janus Small-Cap Growth          750         236          236         242            1194        805         814        853

Kemper Small-Cap Growth         751         237          237         243            1185        798         798        818

Small Company Value             757         243          243         249            1276        897         897        918

Mid-Cap Growth                  758         244          244         250            1293        909         915        942

Mid-Cap Value                   776         263          263         270            1352        979         985        1015

Alliance Growth                 747         233          233         239            1228        843         845        869

Marsico Capital Growth          749         235          235         241            1158        770         770        789

Janus Capital Growth            750         236          236         242            1155        769         766        781

Managed Index 500               719         203          203         208            1117        727         727        745

Alliance    Growth   and        742         227          227         233            1196        809         811        831
Income

MFS Growth with Income          753         239          239         245            1205        818         818        839

Equity Income                   746         232          232         238            1139        752         750        771

Strategic Balanced              738         223          223         229            1169        785         785        805

High Yield Bond                 571         203          203         208            941         692         694        711

Total Return Bond               571         202          203         208            925         692         694        711

Money Market                    153         203          203         208            502         652         654        671
</TABLE>

<TABLE>
<CAPTION>
                                               5 Years                                           10 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            $2557       $2334        $2338       $2403          $4820       $4806       $4912      $5050
Capitalization

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

Overseas Growth                 1799        1546        1546         1589           3223        3176       3293        3384
</TABLE>



<TABLE>
<CAPTION>
                                               5 Years                                           10 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>
American Century                2133        1892        1907         1971           3953        3919       4059        4193
International Growth

Janus Small-Cap Growth          1663        1401        1417         1490           2954        2896       3050        3208

Kemper Small-Cap Growth         n/a         n/a          n/a         n/a            n/a         n/a         n/a        n/a

Small Company Value             1821        1577        1577         1612           3300        3268       3388        3464

Mid-Cap Growth                  1853        1597        1609         1658           3369        3319       3458        3562

Mid-Cap Value                   1953        1717        1729         1784           3568        3546       3690        3808

Alliance Growth                 1735        1479        1483         1525           3120        3071       3198        3287

Marsico Capital Growth          1591        1331        1331         1364           2791        2737       2859        2930

Janus Capital Growth            1584        1328        1323         1348           2774        2726       2841        2894

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

Alliance                        1675        1417        1422         1457           2992        2941       3070        3147
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                   1557        1299        1295         1332           2716        2667       2783        2862

Strategic Balanced              1624        1373        1373         1408           2882        2842       2968        3042

High Yield Bond                 1336        1207        1211         1242           2437        2497       2631        2697

Total Return Bond               1303        1174        1178         1212           2361        2421       2556        2630

Money Market                    874         1128        1132         1161           1922        2318       2452        2513
</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 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*:

* The Fund was closed to new investors effective March 1, 2000.  Shareholders of
the Fund as of the close of business on February  29, 2000 may  continue to make
additional  purchases  and to reinvest  dividends  and capital gains in existing
accounts.  Any participant in a  participant-directed  defined contribution plan
that held Fund shares in a plan-level omnibus account as of January 18, 2000 can
continue to allocate  amounts to the Fund,  whether or not the  participant  had
amounts allocated to the Fund as of that date.

Investors may be required to demonstrate  eligibility to purchase  shares of the
Fund before an investment is accepted. The Company may resume sales of shares of
the Fund to new investors at some future date,  but it has no present  intention
to do so.

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.


<PAGE>


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 bonds  rated  below  investment  grade by the  primary
     rating agencies ("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 AMERICAN CENTURY INTERNATIONAL GROWTH FUND:

Investment Objective:  The investment objective of the Fund (formerly,  the ASAF
T. Rowe Price International Equity Fund) is to seek capital growth.

Principal Investment Policies and Risks:

             The Fund will seek to achieve its investment objective by investing
in its  corresponding  Portfolio,  which in turn will invest primarily in equity
securities  of  international  companies  that  the  Sub-advisor  believes  will
increase in value over time. The Sub-advisor uses a growth  investment  strategy
it developed that looks for companies with earnings and revenue growth. Ideally,
the  Sub-advisor  looks for companies  whose  earnings and revenues are not only
growing, but are growing at an accelerating pace.  Accelerating growth is shown,
for example, by growth that is faster this quarter than last or faster this year
than the year before.  For purposes of the Portfolio,  equity securities include
common stocks, preferred stocks and convertible securities.

             The  Sub-advisor  tracks  financial  information  for  thousands of
companies to research and selects the stocks it believes will be able to sustain
accelerating  growth.  This strategy is based on the premise that, over the long
term,  the stocks of companies  with  accelerating  earnings and revenues have a
greater-than-average chance to increase in value.

             The  Sub-advisor  recognizes  that, in addition to locating  strong
companies with accelerating  earnings,  the allocation of assets among different
countries and regions also is an important  factor in managing an  international
portfolio.  For this reason,  the  Sub-advisor  will  consider a number of other
factors in making  investment  selections,  including the prospects for relative
economic growth among countries or regions,  economic and political  conditions,
expected inflation rates, currency exchange fluctuations and tax considerations.
Under normal conditions, the Portfolio will invest at least 65% of its assets in
equity securities of issuers from at least three countries outside of the United
States.  In order to maintain  investment  flexibility,  the  Portfolio  has not
otherwise established geographic requirements for asset distribution.

             While  the  Portfolio's  focus  will  be on  issuers  in  developed
markets,  the  Sub-advisor  expects  to invest  to some  degree  in  issuers  in
developing countries. The Portfolio may make foreign investments either directly
in  foreign  securities,   or  indirectly  by  purchasing  depositary  receipts.
Securities  purchased  in  foreign  markets  may  either be  traded  on  foreign
securities exchanges or in the over-the-counter markets.

             As with all stocks,  the value of the stocks held by the  Portfolio
can  decrease  as well as  increase.  As a fund  investing  primarily  in equity
securities of foreign issuers, the Portfolio (and,  therefore,  the Fund) may be
subject to a level of risk and share  price  fluctuation  higher than most funds
that invest primarily in domestic equities.  Foreign companies may be subject to
greater  economic  risks than domestic  companies,  and foreign  securities  are
subject to certain risks relating to political, regulatory and market structures
and  events  that  domestic  securities  are not  subject  to. To the extent the
Portfolio  invests  in  securities  of  issuers  in  developing  countries,  the
Portfolio  may be  subject  to even  greater  levels  of risk  and  share  price
fluctuation.

Other Investments:

             Securities of U.S.  issuers may be included in the  Portfolio  from
time to time. The Portfolio also may invest in bonds,  notes and debt securities
of  companies  and  obligations  of  domestic or foreign  governments  and their
agencies.  The  Portfolio  will  limit  its  purchases  of  debt  securities  to
investment grade obligations.  The Portfolio may enter into non-leveraged  stock
index futures contracts and may make short sales "against the box."

         Derivative   Securities.   The   Portfolio  may  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 Portfolio  may not invest in a derivative  security
unless the reference  index or the instrument to which it relates is an eligible
investment for the Portfolio.  For example, a security whose underlying value is
linked to the price of oil would not be a  permissible  investment  because  the
Portfolio  may not invest in oil and gas leases or futures.  The  Portfolio  may
make short sales "against the box."

             Forward Currency Exchange Contracts.  As a fund investing primarily
in foreign securities, the value of the Portfolio will be affected by changes in
the exchange rates between foreign  currencies and the U.S.  dollar.  To protect
against  adverse  movements in exchange  rates,  the Portfolio  may, for hedging
purposes only,  enter into forward  foreign  currency  exchange  contracts.  The
Portfolio may enter into a forward  contract to "lock-in" an exchange rate for a
specific  purchase or sale of a security.  Less  frequently,  the  Portfolio may
enter into a forward  contract to seek to protect its  holdings in a  particular
currency from a decline in that currency.  Predicting the relative future values
of currencies is very  difficult,  and there is no assurance that any attempt to
reduce  the  risk of  adverse  currency  movements  through  the use of  forward
contracts will be successful.

             Indirect Foreign Investments. The Portfolio may invest up to 10% of
its assets in certain foreign countries  indirectly through investment funds and
registered investment companies that invest in those countries. If the Portfolio
invests in investment  companies,  it will bear its  proportionate  share of the
costs incurred by such companies, including any investment advisory fees.

             Additional  information about the securities that the Portfolio may
invest in and their risks is  included  below under  "Certain  Risk  Factors and
Investment Methods."

             Temporary   Investments.   Under  exceptional  market  or  economic
conditions, the Portfolio may temporarily invest all or a substantial portion of
its  assets  in  cash  or  investment-grade  short-term  securities.  While  the
Portfolio  is in a defensive  position,  the  ability to achieve its  investment
objective of capital growth may be limited.


<PAGE>


ASAF JANUS SMALL-CAP GROWTH FUND*:

* The Fund was closed to new investors effective January 19, 2000.  Shareholders
of the Fund as of the close of business on January 18, 2000 may continue to make
additional  purchases  and to reinvest  dividends  and capital gains in existing
accounts.  Any participant in a  participant-directed  defined contribution plan
that held Fund shares in a plan-level omnibus account as of January 18, 2000 can
continue to allocate  amounts to the Fund,  whether or not the  participant  had
amounts allocated to the Fund as of that date.

Investors may be required to demonstrate  eligibility to purchase  shares of the
Fund before an investment is accepted. The Company may resume sales of shares of
the Fund to new investors at some future date,  but it has no present  intention
to do so.

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.


<PAGE>


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 bonds  rated  below  investment  grade by the  primary
     rating agencies ("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 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.  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 KEMPER SMALL-CAP GROWTH FUND:

Investment  Objective:  The investment  objective of the Fund is to seek maximum
growth of  investors'  capital from a portfolio  primarily  of growth  stocks of
smaller companies.

Principal Investment Policies and Risks:

             At least 65% of the Fund's total assets  normally  will be invested
in the equity  securities  of smaller  companies,  i.e.,  those  having a market
capitalization  of $2 billion or less at the time of  investment,  many of which
would be in the early  stages of their life  cycle.  Equity  securities  include
common stocks and securities convertible into or exchangeable for common stocks,
including warrants and rights.

             The Fund intends to invest  primarily in stocks of companies  whose
earnings  per share are  expected  by the  Sub-advisor  to grow  faster than the
market average ("growth stocks"). Growth stocks tend to trade at higher price to
earnings (P/E) ratios than the general market, but the Sub-advisor believes that
the potential for above average earnings of the stocks in which the Fund invests
more than justifies their price.

             In managing the Fund, the  Sub-advisor  emphasizes  stock selection
and  fundamental  research.  The  Sub-advisor  considers  a number of factors in
determining whether to invest in a growth stock,  including return on equity and
earnings growth rate, low level of debt,  strong balance sheet,  good management
and industry leadership.  Other factors are patterns of increasing sales growth,
the development of new or improved products or services,  favorable outlooks for
growth in the industry,  the  probability of increased  operating  efficiencies,
emphasis on research and development, cyclical conditions, or other signs that a
company may grow rapidly.

             The Fund  seeks  attractive  areas for  investment  that arise from
factors such as technological  advances,  new marketing methods,  and changes in
the  economy and  population.  Currently,  the  Sub-advisor  believes  that such
investment opportunities may be found among:

o    companies  engaged in high technology  fields such as electronics,  medical
     technology and computer software and specialty retailing;

o    companies whose earnings outlooks have improved as the result of changes in
     the economy,  acquisitions,  mergers, new management,  changes in corporate
     strategy or product innovation;

o    companies  supplying  new or rapidly  growing  services  to  consumers  and
     businesses in such fields as automation,  data processing,  communications,
     and marketing and finance; and

o    companies that have innovative concepts or ideas.

             In the selection of  investments,  long-term  capital  appreciation
will take precedence over short range market fluctuations. However, the Fund may
occasionally  make  investments  for short-term  capital  appreciation.  Current
income will not be a significant factor in selecting investments.

             Like all common stocks, the market values of the common stocks held
by the Fund can fluctuate significantly,  reflecting the business performance of
the issuing company, investor perception or general economic or financial market
movements.  Because  of  the  Fund's  focus  on the  stocks  of  smaller  growth
companies, investment in the Fund may involve substantially greater than average
share price  fluctuation  and investment  risk. A fund focusing on growth stocks
will  generally  involve  greater risk and share price  fluctuation  than a fund
investing primarily in value stocks.

             In addition,  investments  in securities  of smaller  companies are
generally  considered  to offer  greater  opportunity  for  appreciation  and to
involve  greater  risk of  depreciation  than  securities  of larger  companies.
Smaller  companies  often have  limited  product  lines,  markets  or  financial
resources,  and  they  may  be  dependent  upon  one  or a few  key  people  for
management.  Because the  securities  of small-cap  companies are not as broadly
traded as those of larger  companies,  they are often  subject to wider and more
abrupt  fluctuations in market price.  Additional  reasons for the greater price
fluctuations of these  securities  include the less certain growth  prospects of
smaller  firms  and the  greater  sensitivity  of small  companies  to  changing
economic conditions.


<PAGE>


Other Investments:

             In addition to investing in common stocks, the Fund may also invest
to a limited  degree  in  preferred  stocks  and debt  securities  when they are
believed by the Sub-advisor to offer  opportunities  for capital  growth.  Other
types of securities in which the Fund may invest include:

             Foreign  Securities.  The Fund may invest in  securities of foreign
issuers  in the form of  depositary  receipts  or that are  denominated  in U.S.
dollars.  Foreign  securities  in which the Fund may invest  include any type of
security  consistent with its investment  objective and policies.  The prices of
foreign securities may be more volatile than those of domestic securities.

             Options, Financial Futures and Other Derivatives. The Fund may deal
in options on securities and securities indices, which options may be listed for
trading on a national  securities exchange or traded  over-the-counter.  Options
transactions may be used to pursue the Fund's  investment  objective and also to
hedge against  currency and market risks,  but are not intended for speculation.
The Fund may engage in financial futures  transactions on commodities  exchanges
or boards of trade in an attempt to hedge against market risks.

             In addition to options and financial  futures,  the Fund may invest
in a broad  array of other  "derivative"  instruments  in an  effort  to  manage
investment risk, to increase or decrease exposure to an asset class or benchmark
(as  a  hedge  or to  enhance  return),  or to  create  an  investment  position
indirectly.  The types of derivatives and techniques used by the Fund may change
over time as new  derivatives  and  strategies  are  developed or as  regulatory
changes occur.

             Additional  information  about the other  investments that the Fund
may make and their  risks is  included  below under  "Certain  Risk  Factors and
Investment Methods."

             Temporary   Investments.   When  a  defensive  position  is  deemed
advisable because of prevailing market  conditions,  the Fund may invest without
limit  in  high  grade  debt  securities,   commercial  paper,  U.S.  Government
securities or cash or cash equivalents,  including repurchase agreements.  While
the Fund is in a defensive  position,  the opportunity to achieve its investment
objective of maximum 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."


<PAGE>


             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  and money  market  mutual funds
managed by the  Sub-advisor.  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 ALLIANCE GROWTH FUND:

Investment Objective:  The investment objective of the Fund (formerly,  the ASAF
Oppenheimer  Large-Cap  Growth Fund) is to seek  long-term  growth of capital by
investing  predominantly in the equity  securities of a limited number of large,
carefully  selected,  high-quality  U.S.  companies  that are  judged  likely to
achieve superior earnings growth.

Principal Investment Policies and Risks:

The Fund  normally  invests  at least  85% of its  total  assets  in the  equity
securities  of U.S.  companies.  A U.S.  company is a company  that is organized
under  United  States law,  has its  principal  office in the United  States and
issues  equity  securities  that are traded  principally  in the United  States.
Normally,  about 40-60  companies will be  represented in the Fund,  with the 25
companies  most  highly  regarded  by  the  Sub-advisor   usually   constituting
approximately 70% of the Fund's net assets.  The Fund is thus atypical from many
equity  mutual  funds in its focus on a relatively  small number of  intensively
researched companies.

The Sub-advisor's  investment  strategy for the Fund emphasizes stock selection.
The Sub-advisor relies heavily upon the fundamental analysis and research of its
internal research staff,  which generally follows a primary research universe of
more  than  500  companies  that  have  strong  management,   superior  industry
positions,  excellent balance sheets and superior earnings growth prospects.  An
emphasis is placed on identifying  companies whose  substantially  above average
prospective earnings growth is not fully reflected in current market valuations.

In managing Fund, the Sub-advisor seeks to utilize market volatility judiciously
(assuming  no  change  in  company  fundamentals),  striving  to  capitalize  on
apparently  unwarranted  price  fluctuations,  both by  purchasing or increasing
positions  on weakness  and selling or reducing  overpriced  holdings.  The Fund
normally  remains  nearly  fully  invested  and does not take  significant  cash
positions for market timing purposes.  During market  declines,  while adding to
positions  in  favored  stocks,  the  Fund  becomes  somewhat  more  aggressive,
gradually reducing the number of companies represented in its portfolio.

Conversely,  in rising  markets,  while  reducing or  eliminating  fully  valued
positions, the Fund becomes somewhat more conservative, gradually increasing the
number of companies  represented in its  portfolio.  The  Sub-advisor  therefore
seeks to gain positive  returns in good markets while  providing some measure of
protection in poor markets.

The  Sub-advisor   expects  the  average  market   capitalization  of  companies
represented  in the Fund  normally  to be in the  range,  or in  excess,  of the
average market capitalization of companies included in the S&P 500 Index.

Because the Fund invests  primarily in stocks,  the Fund is subject to the risks
associated  with stock  investments,  and the Fund's share price  therefore  may
fluctuate  substantially.  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 a  company,  or changes  in  governmental  regulation
affecting an industry).  The Fund's focus on large,  more-established  companies
may mean  that its level of risk is lower  than a fund  investing  primarily  in
smaller  companies.  Because the Fund invests in a smaller  number of securities
than many other funds, changes in the value of a single security may have a more
significant effect, either negative or positive, on the Fund's share price.

Other Investments:

In addition to investing in equity securities, the Fund also may:

- --   invest up to 20% of its net assets in convertible securities;  -- invest up
     to 5% of its net assets in rights or  warrants;  -- invest up to 15% of its
     total assets in foreign securities;

- --   purchase and sell  exchange-traded  index  options and stock index  futures
     contracts; and

- --   write covered  exchange-traded  call options on its securities up to 15% of
     its total  assets,  and  purchase  exchange-traded  call and put options on
     common stocks up to, for all options, 10% of its total assets.

For additional  information on the types of investments other than common stocks
in which the Fund may invest,  see this  Prospectus  under "Certain Risk Factors
and Investment Methods."


<PAGE>


         Temporary Investments. Although it does not expect to do so ordinarily,
when  business or financial  conditions  warrant the Fund may assume a temporary
defensive position and invest in high-grade, short-term, fixed-income securities
(which may include U.S. Government securities) or hold its assets in cash. While
the Fund is in a defensive  position,  the opportunity to achieve its investment
objective will be limited.


<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 bonds  rated  below  investment  grade by the  primary
     rating agencies ("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 MANAGED INDEX 500 FUND:

Investment Objective:  The investment objective of the Fund (formerly,  the ASAF
Bankers Trust Managed Index 500 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. The S&P 500 is an index of 500 common  stocks,  most of
which trade on the New York Stock  Exchange Inc. (the "NYSE").  The  Sub-advisor
believes  that the S&P 500 is  representative  of the  performance  of  publicly
traded common stocks in the U.S. in general.

         In seeking to  outperform  the S&P 500, the  Sub-advisor  starts with a
portfolio of stocks  representative of the holdings of the index. It then uses a
set of fundamental quantitative criteria that are designed to indicate whether a
particular  stock  will  predictably  perform  better or worse than the S&P 500.
Based on these  criteria,  the  Sub-advisor  determines  whether the 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.  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.  The Fund will not  invest  more  than 15% of its  total  assets in equity
securities of companies not included in the S&P 500.

             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.

         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. 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 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."


<PAGE>


         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 Alliance GROWTH AND INCOME FUND:

Investment Objective:  The investment objective of the Fund (formerly,  the ASAF
Lord Abbett  Growth and Income 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 the following process:

o    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; and

o    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.

             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:

             The Fund, in addition to investing in common stocks and convertible
securities,  may  write  covered  call  options  listed on  domestic  securities
exchanges  with respect to  securities  in the 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 also may purchase and sell forward and futures  contracts and
related options for hedging purposes.  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 (such as analysis of the
companies' earnings, cash flows,  competitive position and management abilities)
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 and Forward  Contracts.  The Fund may purchase and sell futures
contracts 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.

             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 capital
growth and current income while following sound investment practices.

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
are expected to produce relatively high levels of income and consistent,  stable
returns.  The  Portfolio  normally  will  invest at least  65% of its  assets in
dividend-paying  common and preferred stocks of domestic and foreign issuers. Up
to 30% 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 or  convertible  bonds.  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 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.  Up to 20% of
the Portfolio's fixed income securities will be invested in foreign fixed income
securities.  These  percentages  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 PIMCO 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;

<TABLE>
<CAPTION>
<S>          <C>
o            securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities;
o            corporate debt securities, including convertible securities and commercial paper;
o            mortgage and other asset-backed securities;
o            structured notes, including hybrid or "indexed" securities, and loan participations;
o            delayed funding loans and revolving credit securities;
o            bank certificates of deposit, fixed time deposits and bankers' acceptances;
o            repurchase agreements and reverse repurchase agreements;
o            obligations of foreign governments or their subdivisions, agencies and instrumentalities; and
o            obligations of international agencies or supranational entities.
</TABLE>

             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,  is included  below under  "Certain  Risk  Factors and
Investment Methods."

             U.S.  Government  Securities.  The  Portfolio may invest in various
types of U.S. Government  securities,  including those that are supported by the
full faith and  credit of the United  States;  those that are  supported  by the
right of the  issuing  agency to borrow from the U.S.  Treasury;  those that are
supported by the discretionary  authority of the U.S. Government to purchase the
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.

             Short Sales  "Against the Box." The Portfolio  may sell  securities
short "against the box." For a discussion of this practice,  see this Prospectus
under "Certain Risk Factors and Investment Methods."

             Derivative  Instruments.  The Portfolio may purchase and write call
and put options on securities, securities indices and on foreign currencies. The
Portfolio  may invest in interest  rate futures  contracts,  stock index futures
contracts and foreign  currency  futures  contracts and options thereon that are
traded on U.S. or foreign  exchanges or boards of trade.  The Portfolio may also
enter into swap  agreements with respect to foreign  currencies,  interest rates
and securities indices.  The Portfolio may use these techniques to hedge against
changes in interest rates,  currency  exchange rates or securities  prices or as
part of its overall investment strategy.

             For a discussion  of futures and options and their risks,  see this
Prospectus under "Certain Risk Factors and Investment  Methods." The 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:

o    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;

o    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

o    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  ASMT  American  Century   International  Growth
         Portfolio ASAF Janus Small-Cap Growth Fund ASAF Kemper 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):

                                   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>                    <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>

             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:

o    Purchases aggregating $1 million or more;

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

o    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:


<PAGE>


     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:

<TABLE>
<CAPTION>
                  Redemption During:                      Class B CDSC (as % of amount subject to charge):
                  -----------------                       -----------------------------------------------

<S>               <C>                                                           <C>
                  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
</TABLE>

             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 first redeems shares not subject to a CDSC (shares acquired by reinvestment
of dividends and capital gains distributions,  Bonus Shares, and shares held for
over 8 years) and then  redeems  other  shares in the order they were  purchased
(such that shares held the longest are redeemed first).  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:

<TABLE>
<CAPTION>
                  Redemption During:                      Class X CDSC (as % of amount subject to charge):
                  -----------------                       -----------------------------------------------

<S>               <C>                                                           <C>
                  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

</TABLE>
             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 selling 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:

o    Your name

o    Fund's name

o    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

o    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.


<PAGE>


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:

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

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

o    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.

                        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

         o 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.

         o 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.

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

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

o    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.

o    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.

o    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
     Securities and Exchange Commission.

o    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.

o    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.

o    "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.


<PAGE>


                             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 $7.9 billion
as of December 31, 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.

             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 125
investment portfolios encompassing a broad range of investment objectives. As of
December 31, 1999, AIM managed approximately $161 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 December 31,
1999, Janus managed assets worth approximately $249 billion.

     The  portfolio  managers  responsible  for  management  of the  ASAF  Janus
Overseas  Growth Fund are Helen Young Hayes,  CFA and Laurance  Chang,  CFA. Ms.
Hayes has been managing the Fund since its  inception,  while Mr. Chang has been
managing the Fund since January 2000. Ms. Hayes is a Vice President of Janus and
joined Janus in 1987. Mr. Chang is a Vice President of Janus and joined Janus in
1993.

     The ASAF  Janus  Small-Cap  Growth  Fund is managed  by a  management  team
consisting  of William H.  Bales and  Jonathan  D.  Coleman.  Mr.  Bales and Mr.
Coleman  have  managed the Fund since  Janus  became the Fund's  Sub-advisor  in
January,  1999. Mr. Bales has been a Portfolio Manager with Janus since 1997 and
a research  analyst since 1993. He joined Janus in 1991.  Mr. Coleman has been a
Portfolio  Manager with Janus since 1997 and a research  analyst  since  joining
Janus in 1994.

     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.

             American Century Investment  Management,  Inc. ("American Century")
serves  as  Sub-advisor  for the  ASMT  American  Century  International  Growth
Portfolio  and 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 December  31,  1999,
American Century and its affiliates  managed assets totaling  approximately $109
billion.

             American Century utilizes a team of portfolio  managers,  assistant
portfolio managers and analysts acting together to manage the assets of the ASMT
American  Century  International  Growth Portfolio and the ASAF American Century
Strategic Balanced Fund.

             The portfolio manager members of the portfolio team responsible for
management  of the ASMT  American  Century  International  Growth  Portfolio are
Henrik Strabo and Mark S.  Kopinski.  Henrik Strabo joined  American  Century in
1993 as an  investment  analyst,  has been a  portfolio  manager  member  of the
international  team since 1994 and has managed the Fund since  American  Century
became the Fund's Sub-advisor in May 2000. Mark S. Kopinski,  Vice President and
Portfolio Manager for American Century,  rejoined American Century in April 1997
and  has  co-managed   the  Fund  since  American   Century  became  the  Fund's
Sub-advisor. From June 1995 to March 1997, Mr. Kopinski served as Vice President
and Portfolio  Manager for Federated  Investors,  Inc.  Prior to June 1995,  Mr.
Kopinski was a Vice President and Portfolio Manager for American Century.

             The portfolio manager members of the portfolio team responsible for
the  day-to-day  management of the equity  portion of the ASAF American  Century
Strategic Balanced 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.

             Scudder  Kemper  Investments,  Inc.  ("Scudder  Kemper"),  345 Park
Avenue,  New York, New York,  serves as Sub-advisor of the ASAF Kemper Small-Cap
Growth Fund.  Scudder  Kemper is one of the largest  investment  managers in the
country with more than $290 billion under management as of December 31, 1999 and
has been engaged in the  management  of  investment  funds for more than seventy
years.

     Peter Chin,  CFA is the lead  portfolio  manager  for the Fund,  and Roy C.
McKay, CFA is the other portfolio manager.  Both have managed the Fund since its
inception.  Mr. Chin is a Senior Vice  President of Scudder  Kemper and has been
with the firm since 1973. Mr. McKay is a Manager  Director of Scudder Kemper and
has been with the firm since 1988.

     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 December 31, 1999, T. Rowe Price and its affiliates
managed  approximately  $179 billion for approximately  eight 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 Fund 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 $54.4 billion of assets as of December 31, 1999.

     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.

     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.
Gendelman has been managing the Fund since its inception,  while Mr. Mullick has
been  managing  the Fund since  October  1998.  Mr.  Gendelman  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.

         Alliance  Capital  Management,  L.P.  ("Alliance"),  1345 Avenue of the
Americas, New York, NY 10105, serves as Sub-advisor for the ASAF Alliance Growth
Fund  and  ASAF  Alliance  Growth  and  Income  Fund.   Alliance  is  a  leading
international  investment adviser  supervising client accounts with assets as of
December  31,  1999  totaling  more than $368  billion  (of which more than $169
billion represented assets of investment companies).

             Alfred  Harrison  and James G.  Reilly  have  been the  individuals
primarily  responsible for the management of the ASAF Alliance Growth Fund since
Alliance  became the  Portfolio's  Sub-advisor in May 2000. Mr. Harrison is Vice
Chairman of Alliance Capital Management  Corporation ("ACMC"),  the sole general
partner of Alliance,  and has been  associated  with  Alliance  since 1978.  Mr.
Reilly is Executive Vice President of ACMC and has been associated with Alliance
since 1984.

             Paul Rissman and Frank Caruso have been primarily  responsible  for
the management of the ASAF Alliance Growth and Income Fund since Alliance became
the  Portfolio's  Sub-advisor  in May 2000.  Mr.  Rissman  has been  Senior Vice
President of ACMC since 1994 and has been  associated  with Alliance since 1989.
Mr.  Caruso is a Senior  Vice  President  of ACMC and has been  associated  with
Alliance since 1994.

     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 December 31, 1999, Marsico Capital managed more than $14 billion in assets.

     Sanford C. Bernstein & Co., Inc. ("Bernstein"), 767 Fifth Avenue, New York,
New York  10153,  serves as  Sub-advisor  for the ASAF  Managed  Index 500 Fund.
Founded  in 1967,  Bernstein  had  approximately  $88  billion  in assets  under
management as of December 31, 1999.

         Day-to-day investment management decisions for the Fund will be made by
Bernstein's Investment Policy Group for Structured Equities, which is chaired by
Steven  Pisarkiewicz.  Mr. Pisarkiewicz joined Bernstein in 1989 and assumed his
current position as Chief Investment  Officer for Structured  Equity Services in
1998. Mr.  Pisarkiewicz and the Investment Policy Group for Structured  Equities
have  managed the Fund since  Bernstein  became the Fund's  Sub-advisor  in May,
2000.

             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
December 31, 1999, the net assets under the  management of the MFS  organization
were approximately $136.7 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 in the investment  management area since 1981. Mr. Dynan is
also a  Senior  Vice  President  of MFS,  and has  been  employed  by MFS in the
investment management area 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 $357 billion of
assets as of December 31, 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.

             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 December 31, 1999,  total assets under  management  or
administration by Federated and its affiliates was over $166 billion.

     The portfolio manager responsible for the day-to-day management of the ASAF
Federated  High  Yield  Bond  Fund is  Mark E.  Durbiano.  Mr.  Durbiano  joined
Federated  Investment's  parent  company  in 1982  and has  been a  Senior  Vice
President of an affiliate of Federated Investment since January 1996.

             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 December 31, 1999,  PIMCO had
approximately $186 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 approximately
$349 billion as of December 31, 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,  1999 (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:

<TABLE>
<CAPTION>
Fund/Portfolio:                                                                         Annual Rate:
- --------------                                                                          -----------

<S>                                                                                          <C>
ASAF Founders International Small Capitalization Fund:                                       1.10%

ASAF AIM International Equity Fund:                                                          1.10%

ASAF Janus Overseas Growth Fund:                                                             1.00%

ASMT American Century International Growth Portfolio:                                        1.00%

ASAF Janus Small-Cap Growth Fund:                                                            0.90%

ASAF Kemper Small-Cap Growth Fund                                                            0.95%

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 Alliance Growth Fund(1):                                                                0.92%

ASAF Marsico Capital Growth Fund:                                                            1.00%

ASMT Janus Capital Growth Portfolio:                                                         1.00%

ASAF Managed Index 500 Fund:                                                                 0.80%

ASAF Alliance 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%
</TABLE>

             (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 Investment  Management
Agreement in effect for the Fund since December 31, 1998, 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 AIM International Equity                                 annually                 annually
ASAF Janus Overseas Growth                                    annually                 annually
ASAF American Century International Growth                    annually                 annually
ASAF Janus Small-Cap Growth                                   annually                 annually
ASAF Kemper Small-Cap Growth Portfolio                        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 Alliance Growth                                          annually                 annually
ASAF Marsico Capital Growth                                   annually                 annually
ASAF Janus Capital Growth                                     annually                 annually
ASAF Managed Index 500                                        annually                 annually
ASAF Alliance Growth and Income                               annually                 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 PIMCO 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."


<PAGE>


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 PIMCO 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  in  determining  its
taxable  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>







                  This page has been intentionally left blank.


<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).  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 Kemper Small-Cap Growth Fund, the
ASAF Managed Index 500 Fund, or the ASAF MFS Growth with Income Fund,  which had
not commenced operations prior to November 1, 1999.

<TABLE>
<CAPTION>
                                                                 Increase (Decrease) from
                                                                  Investment Operations                    Less Distributions
                                              Net Asset
                                                Value        Net      Net Realized Total from   From Net   In Excess of   From Net
                                   Year       Beginning   Investment & Unrealized  Investment   Investment Net Investment  Realized
                                  Ended       of Period  Income (Loss) Gain (Loss) Operations  Income        Income          Gains

ASAF FOUNDERS INTERNATIONAL
SMALL CAPITALIZATION FUND:

<S>                               <C>   <C>   <C>        <C>           <C>         <C>        <C>          <C>          <C>
Class A                           10/31/99    $  10.27   $  (0.14)     $  3.43     $  3.29    $    --      $    --      $   --
                                  10/31/98        9.87      (0.02)        0.45        0.43      (0.03)          --          --
                                  10/31/97(1)    10.00       0.05        (0.18)      (0.13)        --           --          --
Class B                           10/31/99       10.23      (0.22)        3.43        3.21         --           --          --
                                  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                           10/31/99       10.22      (0.21)        3.42        3.21         --           --          --
                                  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                           10/31/99       10.21      (0.19)        3.41        3.22         --           --          --
                                  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                           10/31/99      $  9.11  $  (0.10)     $ 8.07     $  7.97     $     --     $     --    $    --
                                  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                           10/31/99         9.04     (0.17)       8.00        7.83           --           --         --
                                  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                           10/31/99         9.06     (0.16)       8.00        7.84           --           --         --
                                  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                           10/31/99         9.06     (0.15)       7.99        7.84           --           --         --
                                  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                           10/31/99      $  8.85  $   0.02      $  0.06     $  0.08     $    --    $   (0.03)    $    --
                                  10/31/98        10.46      0.04        (1.62)      (1.58)         --        (0.03)         --
                                  10/31/97(1)     10.00      0.02         0.44        0.46          --           --          --
Class B                           10/31/99         8.80     (0.03)        0.07        0.04          --           --          --
                                  10/31/98        10.44     (0.02)       (1.61)      (1.63)         --        (0.01)         --
                                  10/31/97(1)     10.00        --         0.44        0.44          --          --           --
Class C                           10/31/99         8.80     (0.03)        0.07        0.04          --          --           --
                                  10/31/98        10.45     (0.02)       (1.62)      (1.64)         --        (0.01)         --
                                  10/31/97(1)     10.00        --         0.45        0.45          --          --           --
Class X                           10/31/99         8.80     (0.03)        0.07        0.04          --          --           --
                                  10/31/98        10.44     (0.02)       (1.61)      (1.63)          --       (0.01)         --
                                  10/31/97(1)     10.00        --         0.44        0.44           --          --          --
ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND:
Class A                           10/31/99     $  10.89    $  0.19     $  1.89     $  2.08    $  (0.12)    $     --    $    --
                                  10/31/98         9.99       0.15        0.84        0.99       (0.09)          --         --
                                  10/31/97(1)     10.00       0.04       (0.05)      (0.01)          --          --         --
Class B                           10/31/99        10.86       0.12        1.88        2.00       (0.05)          --         --
                                  10/31/98         9.96       0.09        0.85        0.94       (0.04)          --         --
                                  10/31/97(1)     10.00       0.02       (0.06)      (0.04)          --          --         --
Class C                           10/31/99        10.87       0.11        1.87        1.98       (0.05)          --         --
                                  10/31/98         9.98       0.09        0.84        0.93       (0.04)          --         --
                                  10/31/97(1)     10.00       0.02       (0.04)      (0.02)          --          --         --
Class X                           10/31/99        10.85       0.11        1.89        2.00       (0.05)          --         --
                                  10/31/98         9.96       0.09        0.84        0.93       (0.04)          --         --
                                  10/31/97(1)     10.00       0.02      (0.06)      (0.04)           --          --         --

</TABLE>


<PAGE>










<TABLE>
<CAPTION>


                                                                                   Ratios of Expenses

                               ___________Supplemental Data____________     _____to Average Net Assets(4)_____

                  Net Asset                 Net Assets at    Portfolio     After Expense     Before Expense  Ratio of Net Investment
Total               Value       Total        End of Period   Turnover     Reimbursement      Reimbursement      Income (Loss) to
Distributions    End of Period Return(2)     (In 000's)      Rate         and Waiver(3)      and Waiver(3)    Average Net Assets(4)
- -------------    ------------- ---------     ----------      ----         -------------      -------------    --------------------


<S>                  <C>         <C>            <C>             <C>              <C>                <C>                  <C>
$     --             $13.56      32.04%         $2,374          268%             2.10%              4.53%                (1.19%)
    (0.03)            10.27       4.32%            886           49%             2.10%              9.20%                (0.28%)
      --               9.87      (1.30%)           106            --             2.10%            136.49%                 2.03%
      --              13.44      31.38%          7,722          268%             2.60%              5.04%                (1.84%)
      --              10.23       3.90%          1,387           49%             2.60%              9.80%                (0.74%)
      --               9.85      (1.50%)           230            --             2.60%             90.64%                 1.62%
      --              13.43      31.41%          2,540          268%             2.60%              5.05%                (1.74%)
      --              10.22       3.69%            872           49%             2.60%              9.72%                (0.79%)
      --               9.86      (1.40%)            79            --             2.60%             55.02%                 1.72%
      --              13.43      31.54%          4,305          268%             2.60%              5.07%                (1.63%)
      --              10.21       3.80%          2,404           49%             2.60%              9.58%                (0.76%)
      --               9.84      (1.60%)           206            --             2.60%             54.45%                 1.58%

$     --             $17.08      87.80%        $54,039           74%             1.71%              2.20%                (0.73%)
      --               9.11      (8.45%)         1,801           94%             1.70%              6.38%                (0.75%)
      --               9.94      (0.60%)           193            --             1.70%            105.48%                (1.16%)
      --               16.87     86.73%         98,524           74%             2.21%              2.69%                (1.24%)
      --                9.04     (8.96%)         2,685           94%             2.20%              6.86%                (1.26%)
      --                9.93     (0.70%)           353            --             2.20%             57.99%                (1.73%)
      --               16.90     86.64%         38,337           74%             2.21%              2.73%                (1.25%)
      --                9.06     (8.85%)         2,090           94%             2.20%              6.60%                (1.13%)
      --                9.94     (0.60%)            74            --             2.20%             42.48%                (1.73%)
      --               16.90     86.53%         24,312           74%             2.21%              2.82%                (1.21%)
      --                9.06       (8.76%)       4,085           94%             2.20%              6.69%                (1.19%)
      --                9.93       (0.70%)         270            --             2.20%             47.29%                (1.70%)


   $(0.03)            $ 8.90      0.86%        $10,881           35%             1.75%              2.61%                 0.17%
    (0.03)              8.85      (15.13%)       7,155            4%             1.75%              3.51%                 0.20%
      --               10.46      4.60%            383            --             1.75%             54.47%                 0.69%
      --                8.84      0.45%         23,890           35%             2.25%              3.13%                (0.35%)
    (0.01)              8.80      (15.63%)      13,184            4%             2.25%              4.03%                (0.30%)
      --               10.44      4.40%          1,155            --             2.25%             30.14%                 0.17%
      --                8.84      0.45%         13,164           35%             2.25%              3.13%                (0.34%)
    (0.01)              8.80      (15.71%)       8,298            4%             2.25%              3.97%                (0.32%)
      --               10.45      4.50%            335            --             2.25%             33.60%                 0.02%
      --                8.84      0.45%         13,947           35%             2.25%              3.12%                (0.31%)
    (0.01)              8.80      (15.63%)      12,368            4%             2.25%              4.00%                (0.32%)
      --               10.44      4.40%            640            --             2.25%             22.43%                 0.19%


   $(0.12)            $12.85     19.10%        $24,443          104%             1.60%              2.15%                 1.44%
    (0.09)             10.89      9.93%          3,359           93%             1.60%              4.32%                 1.30%
      --                9.99     (0.10%)           257            2%             1.60%             37.87%                 1.56%
    (0.05)             12.81     18.46%         65,993          104%             2.10%              2.67%                 0.94%
    (0.04)             10.86      9.45%          8,272           93%             2.10%              4.65%                 0.80%
      --                9.96     (0.40%)           381            2%             2.10%             29.90%                 0.79%
    (0.05)             12.80     18.26%         20,769          104%             2.10%              2.67%                 0.92%
    (0.04)             10.87      9.33%          3,202           93%             2.10%              4.77%                 0.79%
      --                9.98     (0.20%)           215            2%             2.10%             38.96%                 0.78%
    (0.05)             12.80     18.48%         19,258          104%             2.10%              2.67%                 0.88%
    (0.04)             10.85      9.34%          7,164           93%             2.10%              4.66%                 0.79%
      --                9.96     (0.40%)           398            2%             2.10%             26.66%                 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) Includes  commissions  received by the  Distributor  under the  Supplemental
Plans,  as described  above under "How to Buy Shares - Distribution  Plans." (4)
Annualized for periods less than one year.

* Prior to January 1, 1999,  Founders Asset Management LLC served as Sub-advisor
to the ASAF Janus  Small-Cap  Growth Fund  (formerly,  the ASAF  Founders  Small
Capitalization Fund). Janus Capital Corporation has served as Sub-advisor to the
Fund since January 1, 1999.

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                    Less Distributions
                                              Net Asset
                                                Value        Net      Net Realized Total from   From Net   In Excess of   From Net
                                   Year       Beginning   Investment & Unrealized  Investment   Investment Net Investment  Realized
                                  Ended       of Period  Income (Loss) Gain (Loss) Operations  Income        Income         Gains

ASAF FEDERATED
HIGH YIELD BOND FUND:

<S>                                  <C>   <C>     <C>          <C>        <C>          <C>       <C>            <C>         <C>
Class A                              10/31/99      $   9.38     $   0.80   $  (0.25)    $   0.55  $   (0.80)     $     --    $ --
                                     10/31/98          9.93         0.74      (0.55)        0.19      (0.74)           --      --
                                     10/31/97(1)      10.00         0.05      (0.07)       (0.02)     (0.05)           --      --
Class B                              10/31/99          9.39         0.75      (0.26)        0.49%     (0.75)           --      --
                                     10/31/98          9.93         0.69      (0.54)        0.15      (0.69)           --      --
                                     10/31/97(1)      10.00         0.04      (0.07)       (0.03)     (0.04)           --      --
Class C                              10/31/99          9.38         0.75      (0.25)        0.50      (0.75)           --      --
                                     10/31/98          9.93         0.69      (0.55)        0.14      (0.69)           --      --
                                     10/31/97(1)      10.00         0.03      (0.07)       (0.04)     (0.03)           --      --
Class X                              10/31/99          9.39         0.75      (0.26)        0.49      (0.75)           --      --
                                     10/31/98          9.93         0.69      (0.54)        0.15      (0.69)           --      --
                                     10/31/97(1)      10.00         0.04      (0.07)      (0.03)      (0.04)           --      --
ASAF ALLIANCE
GROWTH FUND*:

Class A                              10/31/99      $  10.44    $  (0.15)    $   3.35    $   3.20    $     --     $     --    $ --
                                     10/31/98(5)      10.00       (0.10)        0.54        0.44          --           --      --
Class B                              10/31/99         10.43       (0.21)        3.33        3.12          --           --      --
                                     10/31/98(5)      10.00       (0.14)        0.57        0.43          --           --      --
Class C                              10/31/99         10.40       (0.21)        3.32        3.11          --           --      --
                                     10/31/98(5)      10.00       (0.14)        0.54        0.40          --           --      --
Class X                              10/31/99         10.41       (0.21)        3.31        3.10          --           --      --
                                     10/31/98(5)      10.00       (0.14)        0.55        0.41          --           --      --
ASAF ALLIANCE
GROWTH AND INCOME FUND**:

Class A                              10/31/99      $  10.52     $   0.06    $   1.80    $   1.86  $   (0.01)    $   0.04)   $  --
                                     10/31/98(5)      10.00         0.05        0.50        0.55      (0.03)           --      --
Class B                              10/31/99         10.53       (0.01)        1.81        1.80          --       (0.01)      --
                                     10/31/98(5)      10.00         0.01        0.52        0.53          --           --      --
Class C                              10/31/99         10.51       (0.01)        1.82        1.81          --       (0.01)      --
                                     10/31/98(5)      10.00         0.01        0.50        0.51          --           --      --
Class X                              10/31/99         10.52       (0.01)        1.80        1.79          --       (0.01)      --
                                     10/31/98(5)      10.00         0.01        0.51        0.52          --           --      --
ASAF JANUS
OVERSEAS GROWTH FUND:

Class A                              10/31/99      $  10.55    $  (0.09)    $   3.60    $   3.51    $     --     $     --   $  --
                                     10/31/98(5)      10.00        0.01         0.54        0.55          --           --      --
Class B                              10/31/99         10.51       (0.15)        3.58        3.43          --           --      --
                                     10/31/98(5)      10.00       (0.04)        0.55        0.51          --           --      --
Class C                              10/31/99         10.52       (0.15)        3.59        3.44          --           --      --
                                     10/31/98(5)      10.00       (0.04)        0.56        0.52          --           --      --
Class X                              10/31/99         10.50       (0.14)        3.57        3.43          --           --      --
                                     10/31/98(5)      10.00       (0.04)        0.54        0.50          --           --      --
ASAF MARSICO
CAPITAL GROWTH FUND:

Class A                              10/31/99      $  10.13     $ (0.09)    $   4.55    $   4.46     $    --    $  (0.01)    $ --
                                     10/31/98(6)      10.00         0.01        0.12        0.13          --           --      --
Class B                              10/31/99         10.12       (0.16)        4.55        4.39          --           --      --
                                     10/31/98(6)      10.00           --        0.12        0.12          --           --      --
Class C                              10/31/99         10.11       (0.16)        4.54        4.38          --           --      --
                                     10/31/98(6)      10.00           --        0.11        0.11          --           --      --
Class X                              10/31/99         10.11       (0.15)        4.52        4.37          --           --      --
                                     10/31/98(6)      10.00           --        0.11        0.11          --           --      --
</TABLE>



<PAGE>



<TABLE>
<CAPTION>
                                                                                       AMERICAN SKANDIA ADVISOR FUNDS, INC.



                                                                                   Ratios of Expenses

                               ___________Supplemental Data____________     _____to Average Net Assets(4)_____

                  Net Asset                 Net Assets at    Portfolio     After Expense     Before Expense Ratio of Net Investment
Total               Value       Total        End of Period   Turnover     Reimbursement      Reimbursement      Income (Loss) to
Distributions    End of Period Return(2)     (In 000's)      Rate         and Waiver(3)      and Waiver(3)    Average Net Assets(4)
- -------------    ------------- ---------     ----------      ----         -------------      -------------    --------------------


<S>                <C>             <C>      <C>                 <C>            <C>                 <C>                     <C>
$   (0.80)          $  9.13         5.70%    $    16,079         18%            1.50%               1.81%                   8.26%
    (0.74)             9.38         1.67%          6,979         22%            1.50%               2.90%                   7.42%
    (0.05)             9.93       (0.23%)          2,154         11%            1.50%              30.49%                   4.76%
    (0.75)             9.13         5.05%         68,160         18%            2.00%               2.32%                   7.73%
    (0.69)             9.39         1.25%         20,495         22%            2.00%               3.32%                   6.90%
    (0.04)             9.93       (0.30%)            920         11%            2.00%              30.22%                   3.15%
    (0.75)             9.13         5.05%         13,205         18%            2.00%               2.31%                   7.74%
    (0.69)             9.38         1.26%          5,732         22%            2.00%               3.41%                   6.96%
    (0.03)             9.93       (0.36%)            206         11%            2.00%              29.26%                   3.55%
    (0.75)             9.13         5.06%         19,893         18%            2.00%               2.32%                   7.76%
    (0.69)             9.39         1.26%         12,402         22%            2.00%               3.33%                   6.96%
    (0.04)             9.93       (0.25%)            556         11%            2.00%              30.95%                   3.65%


$     --          $  13.64         30.65%     $    9,271        320%            1.80%               2.41%                  (1.15%)
      --             10.44          4.40%          2,690        207%            1.80%               4.29%                  (1.12%)
      --             13.55         29.91%         29,219        320%            2.30%               2.91%                  (1.66%)
      --             10.43          4.30%          7,468        207%            2.30%               4.77%                  (1.62%)
      --             13.51         29.90%          7,371        320%            2.30%               2.92%                  (1.68%)
      --             10.40          4.00%          2,634        207%            2.30%               4.67%                  (1.62%)
      --             13.51         29.78%         13,212        320%            2.30%               2.93%                  (1.68%)
      --             10.41          4.10%          6,879        207%            2.30%               4.77%                  (1.62%)


$   (0.05)        $  12.33         17.72%    $    28,123         47%            1.63%               2.21%                   0.39%
    (0.03)           10.52          5.48%          5,572         42%            1.60%               3.57%                   0.62%
    (0.01)           12.32         17.05%         66,009         47%            2.13%               2.71%                   (0.13%)
      --             10.53          5.32%         10,710         42%            2.10%               4.06%                   0.14%
    (0.01)           12.31         17.18%         23,210         47%            2.13%               2.72%                   (0.12%)
      --             10.51          5.12%          5,019         42%            2.10%               4.01%                   0.15%
    (0.01)           12.30         16.97%         24,369         47%            2.13%               2.72%                   (0.08%)
      --             10.52          5.22%         11,350         42%            2.10%               3.98%                   0.17%


$     --          $  14.06         33.18%    $    61,082         71%            2.12%               2.47%                  (0.70%)
      --             10.55          5.50%          8,812        101%            2.10%               4.12%                   0.06%
      --             13.94         32.54%        105,965         71%            2.62%               2.97%                  (1.22%)
      --             10.51          5.10%         15,339        101%            2.60%               4.58%                  (0.44%)
      --             13.96         32.60%         54,101         71%            2.62%               2.97%                  (1.21%)
      --             10.52          5.20%          9,580        101%            2.60%               4.58%                  (0.45%)
      --             13.93         32.57%         34,002         71%            2.62%               2.98%                  (1.19%)
      --             10.50          5.00%         11,226        101%            2.60%               4.60%                  (0.41%)


$    (0.01)       $  14.58         44.18%    $   103,196        105%            1.76%               2.03%                  (0.69%)
      --             10.13          1.20%          7,037         67%            1.75%               2.84%                  0.72%
      --             14.51         43.52%        285,342        105%            2.26%               2.53%                  (1.20%)
      --             10.12          1.10%         17,994         67%            2.25%               3.29%                  0.25%
      --             14.49         43.32%        125,796        105%            2.26%               2.53%                  (1.19%)
      --             10.11          1.10%         11,012         67%            2.25%               3.44%                   0.24%
      --             14.48         43.47%         49,980        105%            2.26%               2.53%                  (1.18%)
      --             10.11          1.10%          5,746         67%            2.25%               3.22%                  0.20%
</TABLE>

(1) Commenced operations on July 28, 1997.

(2) Total  return  for Class X shares  does not  reflect  the  payment  of bonus
shares.

(3) Includes  commissions  received by the  Distributor  under the  Supplemental
Plans,  as described  above under "How to Buy Shares - Distribution  Plans." (4)
Annualized for periods less than one year.

(5) Commenced operations on December 31, 1997.

(6) Commenced operations on August 19, 1998.

* From  December 31, 1998 to April 30, 2000,  OppenheimerFunds,  Inc.  served as
Sub-advisor to the ASAF Alliance  Growth Fund  (formerly,  the 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. Alliance Capital
Management  L.P.  has served as  Sub-advisor  to the Fund since May 1, 2000.  **
Prior to May 1,  2000,  Lord,  Abbett & Co.  served as  Sub-advisor  to the ASAF
Alliance  Growth and Income  Fund  (formerly,  the ASAF Lord  Abbett  Growth and
Income Fund).  Alliance Capital Management L.P. has served as Sub-advisor to the
Portfolio  since May 1, 2000.  Per share data has been  calculated  based on the
average daily number of shares outstanding throughout the period.

<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS

Per Share Data (For a Share Outstanding
throughout each period)

                                                                 Increase (Decrease) from
                                                                  Investment Operations                    Less Distributions
                                              Net Asset
                                                Value        Net      Net Realized Total from   From Net   In Excess of   From Net
                                   Year       Beginning   Investment & Unrealized  Investment   Investment Net Investment  Realized
                                  Ended       of Period  Income (Loss) Gain (Loss) Operations  Income        Income          Gains

ASAF NEUBERGER BERMAN
MID-CAP GROWTH FUND:

<S>                                  <C>   <C>     <C>         <C>          <C>         <C>         <C>          <C>       <C>
Class A                              10/31/99      $  11.81    $  (0.17)    $   4.73    $   4.56    $     --     $     --  $ (0.15)
                                     10/31/98(1)      10.00       (0.01)        1.82        1.81          --           --        --
Class B                              10/31/99         11.79       (0.25)        4.73        4.48          --           --    (0.15)
                                     10/31/98(1)      10.00       (0.01)        1.80        1.79          --           --        --
Class C                              10/31/99         11.79       (0.24)        4.72        4.48          --           --    (0.15)
                                     10/31/98(1)      10.00       (0.01)        1.80        1.79          --           --        --
Class X                              10/31/99         11.79       (0.25)        4.73        4.48          --           --    (0.15)
                                     10/31/98(1)      10.00       (0.01)        1.80        1.79          --           --        --
ASAF NEUBERGER BERMAN
MID-CAP VALUE FUND:

Class A                              10/31/99      $  10.23     $   0.03    $   1.19    $   1.22     $     -    $  (0.03)  $     --
                                     10/31/98(1)      10.00         0.02        0.21        0.23          --           --        --
Class B                              10/31/99         10.22       (0.05)        1.22        1.17          --       (0.01)        --
                                     10/31/98(1)      10.00         0.01        0.21        0.22          --           --        --
Class C                              10/31/99         10.22       (0.05)        1.22        1.17          --       (0.01)        --
                                     10/31/98(1)      10.00           --        0.22        0.22          --           --        --
Class X                              10/31/99         10.22       (0.05)        1.20        1.15          --       (0.01)        --
                                     10/31/98(1)      10.00         0.01        0.21        0.22          --           --        --
ASAF AMERICAN CENTURY
INTERNATIONAL
GROWTH FUND*:

Class A                              10/31/99      $   9.39    $  (0.01)    $   1.68     $  1.67    $     --    $  (0.07)    $   --
                                     10/31/98          8.93       (0.02)        0.48        0.46          --           --        --
                                     10/31/97(2)       9.74        0.01        (0.82)      (0.81)         --           --        --
Class B                              10/31/99          9.59       (0.08)        1.73        1.65          --       (0.02)        --
                                     10/31/98          9.16       (0.07)        0.50        0.43          --           --        --
                                     10/31/97(2)      10.00       (0.01)       (0.83)      (0.84)         --           --        --
Class C                              10/31/99          9.57       (0.08)        1.74        1.66          --       (0.02)        --
                                     10/31/98          9.16       (0.06)        0.47        0.41          --           --        --
                                     10/31/97(2)      10.00       (0.01)       (0.83)      (0.84)         --           --        --
Class X                              10/31/99          9.61       (0.09)        1.75        1.66          --       (0.02)        --
                                     10/31/98          9.18       (0.07)        0.50        0.43          --           --        --
                                     10/31/97(2)      10.00       (0.01)       (0.81)     (0.82)          --           --        --
ASAF JANUS
CAPITAL GROWTH FUND:

Class A                              10/31/99      $  14.41    $  (0.10)    $   7.66    $   7.56    $     --     $     --    $   --
                                     10/31/98         11.40       (0.01)        3.05        3.04      (0.02)       (0.01)        --
                                     10/31/97(2)      11.18        0.09         0.13        0.22          --           --        --
Class B                              10/31/99         12.87       (0.17)        6.80        6.63          --           --        --
                                     10/31/98         10.19       (0.08)        2.77        2.69      (0.01)           --        --
                                     10/31/97(2)      10.00        0.06         0.13        0.19          --           --        --

Class C                              10/31/99         12.85       (0.18)        6.80        6.62          --           --        --
                                     10/31/98         10.19       (0.08)        2.75        2.67      (0.01)           --        --
                                     10/31/97(2)      10.00        0.05         0.14        0.19          --           --        --
Class X                              10/31/99         12.88       (0.18)        6.82        6.64          --           --        --
                                     10/31/98         10.20       (0.09)        2.78        2.69      (0.01)           --        --
                                     10/31/97(2)      10.00        0.05         0.15        0.20          --           --        --

</TABLE>

<PAGE>



<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------



                                                                                       AMERICAN SKANDIA ADVISOR FUNDS, INC.



                                                                                   Ratios of Expenses

                               ___________Supplemental Data____________     _____to Average Net Assets(6)_____

                  Net Asset                 Net Assets at    Portfolio     After Expense     Before Expense Ratio of Net Investment
Total               Value       Total        End of Period   Turnover     Reimbursement      Reimbursement      Income (Loss) to
Distributions    End of Period Return(3)     (In 000's)      Rate(4)      and Waiver(5)      and Waiver(5)    Average Net Assets(6)
- -------------    ------------- ---------     ----------      -------      -------------      -------------    --------------------


<S>               <C>            <C>       <C>                 <C>             <C>                 <C>                    <C>
$   (0.15)        $  16.22       38.83%    $    10,908         106%            1.77%               2.65%                  (1.17%)
      --             11.81       18.00%            587         122%            1.75%               5.66%                  (0.52%)
    (0.15)           16.12       38.21%         22,399         106%            2.27%               3.14%                  (1.68%)
      --             11.79       17.80%            991         122%            2.25%              15.98%                  (0.78%)
    (0.15)           16.12       38.09%          9,674         106%            2.27%               3.17%                  (1.68%)
      --             11.79       17.90%            903         122%            2.25%              20.25%                  (0.72%)
    (0.15)           16.12       38.09%          6,428         106%            2.27%               3.19%                  (1.69%)
      --             11.79       17.90%            509         122%            2.25%              10.43%                  (0.67%)


$   (0.03)         $  11.42      12.06%     $    8,561         126%            1.85%               2.76%                  0.06%
      --              10.23       2.30%            717           3%            1.75%               9.44%                  0.87%
    (0.01)            11.38      11.57%         21,560         126%            2.35%               3.29%                  (0.44%)
      --              10.22       2.20%          1,886           3%            2.25%               9.10%                  0.47%
    (0.01)            11.38      11.57%          7,731         126%            2.35%               3.32%                  (0.45%)
      --              10.22       2.20%            997           3%            2.25%              13.91%                  0.26%
    (0.01)            11.36      11.38%          4,608         126%            2.35%               3.35%                  (0.46%)
      --              10.22       2.20%            295           3%            2.25%              12.90%                  0.34%



$   (0.07)         $  10.99    17.82%       $    4,623          31%            2.12%               3.36%                  (0.28%)
      --               9.39     5.15%            1,685          20%            2.10%               6.06%                  (0.16%)
      --               8.93    (8.32%)             218           1%            2.10%              51.87%                   0.07%
    (0.02)            11.22    17.30%            9,257          31%            2.62%               3.86%                  (0.80%)
      --               9.59     4.69%            3,318          20%            2.60%               6.50%                  (0.70%)
      --               9.16    (8.40%)             390           1%            2.60%              38.12%                  (0.51%)
    (0.02)            11.21    17.33%            4,379          31%            2.62%               3.90%                  (0.83%)
      --               9.57     4.48%            2,282          20%            2.60%               6.55%                  (0.58%)
      --               9.16    (8.40%)             198           1%            2.60%              33.95%                  (0.53%)
    (0.02)            11.25    17.26%            6,727          31%            2.62%               3.94%                  (0.86%)

      --               9.61     4.68%            5,144          20%            2.60%               6.54%                  (0.68%
      --               9.18     (8.20%)            756           1%            2.60%              46.77%                  (0.28%)


$     --           $  21.97      52.46%    $   234,575          47%            1.71%               2.00%                  (0.49%)
    (0.03)            14.41      26.77%         24,558          77%            1.70%               2.65%                  (0.24%)
      --              11.40       1.97%            706          83%            1.70%              26.77%                   2.72%
      --              19.50      51.52%        684,778          47%            2.21%               2.51%                  (0.98%)
    (0.01)            12.87      26.40%         56,582          77%            2.20%               3.14%                  (0.74%)
      --              10.19       1.90%          1,718          83%            2.20%              16.45%                  2.27%
      --              19.47      51.52%        222,230          47%            2.21%               2.50%                  (0.99%)
    (0.01)            12.85      26.20%         21,710          77%            2.20%               3.13%                  (0.75%)
      --              10.19       1.90%            452          83%            2.20%              15.78%                  1.95%
      --              19.52      51.55%        133,655          47%            2.21%               2.48%                  (1.02%)
    (0.01)            12.88      26.37%         36,575          77%            2.20%               3.16%                  (0.76%)
      --              10.20       2.00%          1,474          83%            2.20%              24.39%                  2.05%

</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 American Century  International Growth
Fund and ASAF Janus Capital Growth Fund  represent the Portfolio  Turnover Rates
for the corresponding  Master Portfolios.
(5) Includes  commissions  received by the  Distributor  under the  Supplemental
Plans, as described above under "How to Buy Shares - Distribution Plans."
(6) Annualized for periods less than one year and, for the ASAF American Century
International  Growth Fund and ASAF Janus Capital  Growth Fund,  represents  the
combined  ratios  for the fund and its  respective  pro rata share of its Master
Portfolio. * Prior to May 1, 2000, Rowe Price-Fleming International, Inc. served
as Sub-advisor to the ASAF American Century International Growth Fund (formerly,
the ASAF T. Rowe Price  International  Equity Fund.  American Century Investment
Management,  Inc. has served as Sub-advisor to the Portfolio  since May 1, 2000.
Per share data has been  calculated  based on the average daily number of shares
outstanding throughout the period.


<PAGE>


FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
Per Share Data (For a Share Outstanding
throughout each period)

                                                                 Increase (Decrease) from
                                                                  Investment Operations                    Less Distributions
                                              Net Asset
                                                Value        Net      Net Realized Total from   From Net   In Excess of   From Net
                                   Year       Beginning   Investment & Unrealized  Investment   Investment Net Investment  Realized
                                  Ended       of Period  Income (Loss) Gain (Loss) Operations  Income        Income         Gains

ASAF INVESCO
EQUITY INCOME FUND:

<S>                                  <C>   <C>     <C>          <C>         <C>         <C>        <C>           <C>         <C>
Class A                              10/31/99      $  11.75     $   0.22    $   1.84    $   2.06   $  (0.15)     $     --    $ --
                                     10/31/98         10.45         0.22        1.20        1.42      (0.12)           --      --
                                     10/31/97(1)       9.98         0.14        0.33        0.47          --           --      --
Class B                              10/31/99         11.77         0.14        1.87        2.01      (0.09)           --      --
                                     10/31/98         10.45         0.15        1.24        1.39      (0.07)           --      --
                                     10/31/97(1)      10.00         0.10        0.35        0.45          --           --      --
Class C                              10/31/99         11.77         0.14        1.86        2.00      (0.09)           --      --
                                     10/31/98         10.46         0.15        1.23        1.38      (0.07)           --      --
                                     10/31/97(1)      10.00         0.10        0.36        0.46          --           --      --
Class X                              10/31/99         11.76         0.13        1.88        2.01      (0.09)           --      --
                                     10/31/98         10.45         0.15        1.23        1.38      (0.07)           --      --
                                     10/31/97(1)      10.00         0.11        0.34        0.45          --           --      --
ASAF TOTAL
RETURN BOND FUND:

Class A                              10/31/99      $  10.79     $   0.60   $  (0.61)  $   (0.01)   $  (0.60)     $     --   $(0.07)
                                     10/31/98         10.28         0.35       0.54         0.89      (0.38)           --       --
                                     10/31/97(1)      10.07         0.15       0.09         0.24      (0.03)           --       --
Class B                              10/31/99         10.68         0.54      (0.60)      (0.06)      (0.54)           --    (0.07)
                                     10/31/98         10.16         0.31       0.53         0.84      (0.32)           --       --
                                     10/31/97(1)      10.00         0.10       0.09         0.19      (0.03)           --       --
Class C                              10/31/99         10.67         0.54      (0.59)      (0.05)      (0.54)           --    (0.07)
                                     10/31/98         10.16         0.31       0.52         0.83      (0.32)           --       --
                                     10/31/97(1)      10.00         0.10       0.09         0.19      (0.03)           --       --
Class X                              10/31/99         10.69         0.54      (0.60)       (0.06)     (0.54)           --    (0.07)
                                     10/31/98         10.17         0.34       0.50         0.84      (0.32)           --       --
                                     10/31/97(1)      10.00         0.09       0.10         0.19      (0.02)           --       --
ASAF JPM
MONEY MARKET FUND:

Class A                              10/31/99      $   1.00     $  0.035    $     --    $  0.035  $  (0.035)     $     --    $  --
                                     10/31/98          1.00        0.039          --       0.039     (0.039)           --       --
                                     10/31/97(1)       1.00        0.009          --       0.009     (0.009)           --       --
Class B                              10/31/99          1.00        0.030          --       0.030     (0.030)           --       --
                                     10/31/98          1.00        0.033          --       0.033     (0.033)           --       --
                                     10/31/97(1)       1.00        0.007          --       0.007     (0.007)           --       --
Class C                              10/31/99          1.00        0.030          --       0.030     (0.030)           --       --
                                     10/31/98          1.00        0.034          --       0.034     (0.034)           --       --
                                     10/31/97(1)       1.00        0.007          --       0.007     (0.007)           --       --
Class X                              10/31/99          1.00        0.030          --       0.030     (0.030)           --       --
                                     10/31/98          1.00        0.034          --       0.034     (0.034)           --       --
                                     10/31/97(1)       1.00        0.008          --       0.008     (0.008)           --       --

</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                                                                       AMERICAN SKANDIA ADVISOR FUNDS, INC.
- ---------------------------------------------------------------------------------------------------------------------------



                                                                                   Ratios of Expenses

                               ___________Supplemental Data____________     _____to Average Net Assets(5)_____

                  Net Asset                 Net Assets at    Portfolio     After Expense     Before Expense Ratio of Net Investment
Total               Value       Total        End of Period   Turnover     Reimbursement      Reimbursement      Income (Loss) to
Distributions    End of Period Return(2)     (In 000's)      Rate(3)      and Waiver(4)      and Waiver(4)    Average Net Assets(5)
- -------------    ------------- ---------     ----------      -------      -------------      -------------    --------------------


<S>                <C>           <C>       <C>  <C>             <C>            <C>                 <C>                    <C>
$   (0.15)         $  13.66      17.60%    $    31,960          66%            1.59%               1.91%                  1.52%
    (0.12)            11.75      13.64%          8,911          70%            1.55%               2.86%                  1.72%
      --              10.45       4.71%            471          46%            1.55%              29.14%                  4.81%
    (0.09)            13.69      17.08%         79,962          66%            2.09%               2.42%                  1.02%
    (0.07)            11.77      13.30%         18,045          70%            2.05%               3.38%                  1.27%
      --              10.45       4.50%          1,408          46%            2.05%              19.54%                  3.68%
    (0.09)            13.68      17.08%         34,157          66%            2.09%               2.41%                  1.02%
    (0.07)            11.77      13.19%          8,362          70%            2.05%               3.33%                  1.27%
      --              10.46       4.60%            255          46%            2.05%              20.89%                  3.82%
    (0.09)            13.68      17.09%         33,884          66%            2.09%               2.42%                  0.99%
    (0.07)            11.76      13.21%         18,296          70%            2.05%               3.35%                  1.27%
      --              10.45       4.50%          1,174          46%            2.05%              36.25%                  4.05%


$   (0.67)         $  10.11     (0.55%)    $    23,140         145%            1.40%               1.73%                  5.33%
    (0.38)            10.79       8.78%          6,034         418%            1.40%               2.93%                  4.76%
    (0.03)            10.28       2.39%             61          93%            1.40%              66.92%                  4.42%
    (0.61)            10.01     (1.02%)         83,936         145%            1.90%               2.23%                  4.82%
    (0.32)            10.68        8.36%        17,821         418%            1.90%               3.58%                  4.23%
    (0.03)            10.16       1.90%            547          93%            1.90%              39.35%                  4.13%
    (0.61)            10.01     (0.92%)         26,112         145%            1.90%               2.24%                  4.84%
    (0.32)            10.67       8.26%          8,743         418%            1.90%               3.52%                  4.27%
    (0.03)            10.16       1.93%            165          93%            1.90%              33.68%                  4.32%
    (0.61)            10.02     (1.00%)         19,574         145%            1.90%               2.25%                  4.86%
    (0.32)            10.69       8.36%         11,698         418%            1.90%               3.68%                  4.25%
    (0.02)            10.17       1.94%            410          93%            1.90%              67.46%                  3.94%


$   (0.035)        $   1.00       3.57%    $    43,004          N/A            1.50%               1.63%                  3.56%
    (0.039)            1.00       3.94%          7,372          N/A            1.50%               2.42%                  3.90%
    (0.009)            1.00       0.92%            307          N/A            1.50%              31.53%                  3.34%
    (0.030)            1.00       3.05%         79,202          N/A            2.00%               2.12%                  3.04%
    (0.033)            1.00       3.39%         16,554          N/A            2.00%               2.89%                  3.30%
    (0.007)            1.00       0.75%            354          N/A            2.00%              37.83%                  2.98%
    (0.030)            1.00       3.06%         28,923          N/A            2.00%               2.13%                  3.07%
    (0.034)            1.00       3.42%          6,895          N/A            2.00%               3.07%                  3.40%
    (0.007)            1.00       0.71%            332          N/A            2.00%              24.34%                  2.85%
    (0.030)            1.00       3.06%         28,385          N/A            2.00%               2.13%                  3.06%
    (0.034)            1.00       3.42%         12,533          N/A            2.00%               3.18%                  3.42%
    (0.008)            1.00       0.77%            566          N/A            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) Represents Portfolio Turnover Rate in corresponding Master Portfolios.
(4) Includes  commissions  received by the  Distributor  under the  Supplemental
Plans,  as described  above under "How to Buy Shares - Distribution  Plans." (5)
Annualized for periods less than one year and 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.
<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 ASAF MFS Growth  with
Income Fund, 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 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.  In addition,  foreign  currency
hedging may entail significant transaction costs.

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 Neuberger  Berman Mid-Cap Growth Fund, ASAF Neuberger
Berman Mid-Cap Value Fund,  ASAF Alliance  Growth Fund, and ASAF Alliance Growth
and 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 Managed Index 500 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  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,  the 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 T. Rowe Price Small Company Value 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 ASMT
American Century International Growth Portfolio, the ASAF Janus Small-Cap Growth
Fund, the ASMT Janus Capital Growth  Portfolio,  the ASAF MFS Growth with Income
Fund,  the ASMT INVESCO  Equity  Income  Portfolio,  the ASAF  American  Century
Strategic  Balanced Fund and the ASMT PIMCO Total Return Bond Portfolio 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 proper functioning of their
respective computer systems.  While the Service Providers did not experience any
significant  computer  malfunctions as a result of such computer systems failing
to recognize dates in the Year 2000 (the "Year 2000 Issue"), it is possible that
such  malfunctions  still may occur or be discovered.  In addition,  it is still
possible  that the Year 2000  Issue  will have an  adverse  affect on the Funds'
investments or on global markets or economies generally.  The Investment Manager
and the  Company are  continuing  to monitor the Year 2000 Issue in an effort to
confirm that no disruptions in the services provided to the Company take place.


<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.
Alliance Capital Management L.P.
American Century Investment Management, Inc.
Federated Investment Counseling
Founders Asset Management LLC
INVESCO Funds Group, Inc.
Janus Capital Corporation
J.P. Morgan Investment Management Inc.
Massachusetts Financial Services Company
Marsico Capital Management, LLC
Neuberger Berman Management Inc.
Pacific Investment Management Company
Sanford C. Bernstein & Co., Inc.
Scudder Kemper Investments, 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




<PAGE>


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

                                   MAY 1, 2000

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


                      AMERICAN SKANDIA ADVISOR FUNDS, INC.

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

<TABLE>
<CAPTION>
Table of Contents                                                                                                      Page

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

         ASAF Founders International Small Capitalization Fund............................................................3
         ASAF AIM International Equity Fund..............................................................................10
         ASAF Janus Overseas Growth Fund.................................................................................17
         ASAF American Century International Growth Fund.................................................................20
         ASAF Janus Small-Cap Growth Fund................................................................................24
         ASAF Kemper Small-Cap Growth Fund...............................................................................27
         ASAF T. Rowe Price Small Company Value Fund.....................................................................31
         ASAF Neuberger Berman Mid-Cap Growth Fund.......................................................................39
         ASAF Neuberger Berman Mid-Cap Value Fund........................................................................46
         ASAF Alliance Growth Fund.......................................................................................53
         ASAF Marsico Capital Growth Fund................................................................................57
         ASAF Janus Capital Growth Fund..................................................................................59
         ASAF Managed Index 500 Fund.....................................................................................62
         ASAF Alliance Growth and Income Fund............................................................................65
         ASAF MFS Growth with Income Fund................................................................................68
         ASAF INVESCO Equity Income Fund.................................................................................77
         ASAF American Century Strategic Balanced Fund...................................................................79
         ASAF Federated High Yield Bond Fund.............................................................................83
         ASAF Total Return Bond Fund.....................................................................................86
         ASAF JPM Money Market Fund......................................................................................99

Fundamental Investment Restrictions.....................................................................................100
Certain Risk Factors and Investment Methods.............................................................................102
Additional Performance Information......................................................................................117
Management of the Company...............................................................................................123
Additional Information on the "Master Feeder" Fund Structure............................................................126
Investment Advisory & Administration Services...........................................................................126
Fund Expenses...........................................................................................................136
Distribution Arrangements...............................................................................................137
Determination of Net Asset Value........................................................................................140
Additional Information on the Purchase and Redemption of Shares.........................................................141
Portfolio Transactions..................................................................................................143
Additional Tax Considerations...........................................................................................145
Capital Stock of the Company & Principal Holders of Securities..........................................................148
Other Information.......................................................................................................152
Financial Statements....................................................................................................153
Appendix................................................................................................................B-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 American  Century  International  Growth Fund  (formerly,  the 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) ASAF AIM  International  Equity Fund: A I M Capital
Management,   Inc.;  (c)  ASAF  Janus  Overseas   Growth  Fund:   Janus  Capital
Corporation; (d) ASMT American Century International Growth Portfolio (formerly,
the  ASMT T.  Rowe  Price  International  Equity  Portfolio);  American  Century
Investment Management,  Inc. (e) ASAF Janus Small-Cap Growth Fund: Janus Capital
Corporation;  (f) ASAF Kemper Small-Cap Growth Fund: Scudder Kemper Investments,
Inc. (g) ASAF T. Rowe Price Small Company Value Fund: T. Rowe Price  Associates,
Inc.; (h) ASAF Neuberger Berman Mid-Cap Growth Fund: Neuberger Berman Management
Inc.; (i) ASAF Neuberger Berman Mid-Cap Value Fund:  Neuberger Berman Management
Inc.; (j) ASAF Alliance Growth Fund (formerly,  the ASAF  Oppenheimer  Large-Cap
Growth Fund);  Alliance Capital Management L.P.; (k) ASAF Marsico Capital Growth
Fund: Marsico Capital Management, LLC.; (l) ASMT Janus Capital Growth Portfolio:
Janus  Capital  Corporation;  (m) ASAF Managed  Index 500 Fund  (formerly,  ASAF
Bankers  Trust  Managed  Index 500 Fund):  Sanford C.  Bernstein & Co.; (n) ASAF
Alliance  Growth & Income Fund  (formerly,  ASAF Lord  Abbett  Growth and Income
Fund):  Alliance Capital  Management L.P.; (o) ASAF MFS Growth with Income Fund:
Massachusetts  Financial  Services  Company;  (p)  ASMT  INVESCO  Equity  Income
Portfolio:  INVESCO  Funds Group,  Inc.;  (q) ASAF  American  Century  Strategic
Balanced Fund: American Century Investment Management,  Inc.; (r) ASAF Federated
High Yield Bond Fund:  Federated  Investment  Counseling;  (s) ASMT PIMCO  Total
Return Bond Portfolio:  Pacific Investment  Management Company; and (t) 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  (the  "CFTC")  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 (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  ("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 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 Company's Board of
Directors,  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 Company's Board of Directors.

     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 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 Directors 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.

         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-advisor  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.

         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 SEC,  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 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 or the conditions
of any order of exemption  from the SEC  regarding the purchase of securities of
money market funds managed by the Sub-advisor or its affiliates.

         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 AMERICAN CENTURY INTERNATIONAL GROWTH FUND:

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

Investment Policies:

         In general, within the restrictions outlined herein, the Fund 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 Sub-advisor's policy 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. It is the Sub-advisor's  intention that the Fund will generally
consist of common stocks.  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 objective.

         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 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's  anticipated that the Fund will
enter into portfolio hedges much less frequently than transaction hedges.

         As to  transaction  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
and 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 forward  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  entered  into  under  the  second
circumstance.  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.  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 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 the Fund is obligated to deliver. For an additional  discussion
of forward currency exchange contracts and the risks involved therein,  see this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Derivative  Securities.  To the  extent  permitted  by  its  investment
objectives  and  policies  discussed  elsewhere  herein,  the Fund may invest in
securities  that are commonly  referred to as "derivative"  securities.  Certain
derivative  securities  are  more  accurately  described  as  "index/structured"
securities. Index/structured securities are derivative securities whose value or
performance is linked to other equity securities (such as depositary  receipts),
currencies,  interest rates, indices or other financial  indicators  ("reference
indices").

         Some  "derivatives,"  such as  mortgage-backed  and other  asset-backed
securities, are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities.

         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.

         The return on a derivative security may increase or decrease, depending
upon changes in the reference index or instrument to which it relates.

         There is a range  of  risks  associated  with  derivative  investments,
including:

o        the risk that the underlying  security,  interest rate, market index or
         other  financial  asset will not move in the  direction  the  portfolio
         manager anticipates;

o        the possibility  that there may be no liquid secondary  market,  or the
         possibility  that  price  fluctuation  limits  may  be  imposed  by the
         exchange,  either of which may make it difficult or impossible to close
         out a position when desired; and

o        the risk that the counterparty will fail to perform its obligations.

The Sub-advisor will report to the Investment  Manager on activity in derivative
securities,  and the  Investment  Manager will report to the Company's  Board of
Directors as necessary.  For additional  information  on  derivatives  and their
risks,  see the Company's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Futures and 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:

o    protect against a decline in market value of the Fund's securities  (taking
     a short futures position), or

o    protect  against the risk of an increase in market value for  securities in
     which the Fund generally invests at a time

o    when the Fund is not fully-invested (taking a long futures position), or

o    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.

         Although other techniques may be used to control the Fund's exposure to
market fluctuations,  the use of futures contracts may be a more effective means
of hedging  this  exposure.  While the Fund will pay  brokerage  commissions  in
connection with opening and closing out futures positions, these costs are lower
than the  transaction  costs incurred in the purchase and sale of the underlying
securities.

         The Fund may  engage  in  futures  and  options  transactions  based on
securities  indices that are consistent with the Fund's  investment  objectives.
Examples of indices  that may be used  include the Bond Buyer Index of Municipal
Bonds for fixed income funds,  or the S&P 500 Index for equity  funds.  The Fund
also  may  engage  in  futures  and  options   transactions  based  on  specific
securities,  such as U.S. Treasury bonds or notes.  Futures contracts are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the CFTC, a U.S. government agency.

         Unlike  when the Fund  purchases  or sells a bond,  no price is paid or
received by the Fund upon the  purchase or sale of the  future.  Initially,  the
Fund will be  required  to  deposit an amount of cash or  securities  equal to a
varying  specified  percentage of the contract  amount.  This amount is known as
initial  margin.  The margin  deposit is  intended to assure  completion  of the
contract  (delivery  or  acceptance  of the  underlying  security)  if it is not
terminated  prior  to  the  specified  delivery  date.  Minimum  initial  margin
requirements  are  established by the futures  exchanges and may be revised.  In
addition, brokers may establish margin deposit requirements that are higher than
the exchange minimums.  Cash held in the margin account is not income producing.
Subsequent  payments,  called variation margin, to and from the broker,  will be
made on a daily basis as the price of the  underlying  debt  securities or index
fluctuates,  making the future more or less valuable, a process known as marking
the contract to market.

         Futures  and  options  prices  can be  volatile,  and  trading in these
markets involves  certain risks,  which are described in more detail in this SAI
and  the  Company's  Prospectus  under  "Certain  Risk  Factors  and  Investment
Methods."  The  Sub-advisor  will seek to minimize  these risks by limiting  the
contracts entered into on behalf of the Fund to those traded on national futures
exchanges and for which there appears to be a liquid secondary market.

         Options on Futures. By purchasing an option on a futures contract,  the
Fund obtains the right, but not the obligation,  to sell the futures contract (a
put option) or to buy the contract (a call option) at a fixed strike price.  The
Fund can  terminate  its position in a put option by allowing it to expire or by
exercising the option.  If the option is exercised,  the Fund completes the sale
of the  underlying  instrument  at the strike  price.  Purchasing an option on a
futures  contract does not require the Fund to make margin  payments  unless the
option is exercised.

         Although they do not currently  intend to do so, the Fund may write (or
sell) call options that obligate it to sell (or deliver) the option's underlying
instrument  upon  exercise of the option.  While the receipt of option  premiums
would  mitigate  the  effects  of price  declines,  the Fund  would give up some
ability to participate in a price increase on the underlying instrument.  If the
Fund were to engage in options  transactions,  it would own the futures contract
at the time a call were  written  and would  keep the  contract  open  until the
obligation to deliver it pursuant to the call expired.

         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.

     Repurchase  Agreements.  Subject to guidelines  promulgated by the Board of
Directors of the Company, the Fund may invest in repurchase agreements. The Fund
will limit repurchase  agreement  transactions to securities  issued by the U.S.
government, its agencies and instrumentalities.

         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.

         If the Fund sells short  securities  that it owns,  any future gains or
losses in the Fund's  long  position  should be reduced by a gain or loss 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.

         Sovereign  Debt  Obligations.  The Fund  may  purchase  sovereign  debt
instruments  issued or  guaranteed  by foreign  governments  or their  agencies,
including debt of emerging market  countries.  Sovereign debt may be in the form
of conventional  securities or other types of debt  instruments such as loans or
loan  participations.  Sovereign debt of developing countries may involve a high
degree  of  risk  and  may  present  a  risk  of  default  or  renegotiation  or
rescheduling of debt payments.

         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 such security 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 Fund may
decrease  or  eliminate  entirely  its equity  position  and  increase  its cash
position, and when a rise in price levels is anticipated,  the Fund 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
should not be considered as a representation  of the rates that will be attained
in the future.

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The  following   limitations  are  applicable  to  the  ASAF  American   Century
International Growth Fund. These limitations are not "fundamental"  restrictions
and may be changed by the Directors without shareholder approval.  The Fund will
not:

1.   Invest more than 15% of its assets in illiquid investments;

2.   Invest in the securities of other investment companies except in compliance
     with the 1940 Act;

3.   Buy  securities on margin or sell short (unless it owns or by virtue of its
     ownership of other securities has the right to obtain securities equivalent
     in kind and  amount to the  securities  sold);  however,  the Fund may make
     margin deposits in connection  with the use of any financial  instrument or
     any transaction in securities permitted under its investment policies;

         4.       Invest in oil, gas or other mineral leases;

         5.       Invest for control or for 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-advisor  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 SEC, 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 Kemper Small-Cap Growth Fund:

Investment  Objective:  The investment  objective of the Fund is to seek maximum
appreciation of investors'  capital from a portfolio  primarily of growth stocks
of smaller companies.

Investment Policies:

         Options.  The Fund may write (sell) call options on  securities as long
as it owns the  underlying  securities  subject to the  option,  or an option to
purchase the same  underlying  securities  having an exercise  price equal to or
less than the exercise price of the option,  or will establish and maintain with
the Fund's custodian for the term of the option a segregated  account consisting
of cash  or  other  liquid  securities  ("eligible  securities")  to the  extent
required by applicable  regulation in connection  with the optioned  securities.
The Fund may write put options  provided  that, so long as the Fund is obligated
as the  writer of the  option,  the Fund  owns an option to sell the  underlying
securities  subject to the option  having an exercise  price equal to or greater
than the exercise  price of the option,  or it deposits and  maintains  with the
custodian in a segregated account eligible securities having a value equal to or
greater than the exercise price of the option.  The premium received for writing
an option will  reflect,  among other  things,  the current  market price of the
underlying  security,  the  relationship  of the  exercise  price to such market
price,  the price  volatility of the  underlying  security,  the option  period,
supply and demand and  interest  rates.  The Fund may write or  purchase  spread
options,  which are options for which the  exercise  price may be a fixed dollar
spread or yield spread  between the security  underlying  the option and another
security  that is used as a benchmark.  The  exercise  price of an option may be
below, equal to or above the current market value of the underlying  security at
the time the option is written.  The Fund may write  (sell) call and put options
on up to 25% of net assets and may purchase put and call options  provided  that
no more than 5% of its net assets may be invested in premiums on such options.

         If a secured put option expires unexercised, the writer realizes a gain
from the amount of the premium,  plus the interest  income on the  securities in
the  segregated  account.  If the secured  put writer has to buy the  underlying
security  because of the  exercise  of the put  option,  the  secured put writer
incurs an  unrealized  loss to the extent that the current  market  value of the
underlying security is less than the exercise price of the put option.  However,
this would be offset in whole or in part by gain from the premium  received  and
any interest income earned on the securities in the segregated account.

         For an  additional  discussion  of  investing  in options and the risks
involved therein, see this Statement and the Company's Prospectus under "Certain
Risk Factors and Investment Methods."

                  Over-the-Counter    Options.    The    Fund    may   deal   in
over-the-counter traded options ("OTC options"). Unlike exchange-traded options,
OTC  options  are  transacted  directly  with  dealers  and not with a  clearing
corporation.  Since there is no exchange,  pricing is normally done by reference
to information from market makers,  which information is carefully  monitored by
the Sub-advisor and verified in appropriate  cases. In writing OTC options,  the
Fund receives the premium in advance from the dealer.  OTC options are available
for a greater  variety of securities  or other assets,  and for a wider range of
expiration dates and exercise prices, than exchange-traded options.

         The staff of the SEC takes the position that  purchased OTC options and
the assets used as "cover" for  written  OTC  options are  illiquid  securities.
Accordingly,  the Fund will only engage in OTC options transactions with dealers
that  have  been  specifically  approved  by the  Sub-advisor.  The  Sub-advisor
believes  that  the  approved  dealers  should  be able to  enter  into  closing
transactions  if necessary and,  therefore,  present minimal credit risks to the
Fund. The Sub-advisor will monitor the  creditworthiness of the approved dealers
on an  on-going  basis.  The Fund  currently  will  not  engage  in OTC  options
transactions  if  the  amount  invested  by the  Fund  in  OTC  options,  plus a
"liquidity  charge"  related to OTC options written by the Fund, plus the amount
invested  by the Fund in other  illiquid  securities,  would  exceed  15% of the
Fund's net  assets.  The  "liquidity  charge"  referred  to above is computed as
described below.

         The Fund anticipates entering into agreements with dealers to which the
Fund sells OTC options.  Under these agreements the Fund would have the absolute
right to  repurchase  the OTC options  from the dealer at any time at a price no
greater than a price established under the agreements (the "Repurchase  Price").
The "liquidity  charge" referred to above for a specific OTC option  transaction
will be the Repurchase  Price related to the OTC option less the intrinsic value
of the OTC option.  The intrinsic  value of an OTC call option for such purposes
will be the amount by which the current market value of the underlying  security
exceeds the exercise  price.  In the case of an OTC put option,  intrinsic value
will be the amount by which the exercise  price exceeds the current market value
of the underlying security.  If there is no such agreement requiring a dealer to
allow the Fund to  repurchase  a specific  OTC option  written by the Fund,  the
"liquidity  charge" will be the current  market  value of the assets  serving as
"cover" for such OTC option.

                  Options  on  Securities  Indices.  The  Fund,  as  part of its
options  transactions,  may also use options on securities indices in an attempt
to hedge against market  conditions  affecting the value of securities  that the
Fund owns or intends to purchase, and not for speculation.  When the Fund writes
an option  on a  securities  index,  it will be  required  to  deposit  with its
custodian  and  mark-to-market  eligible  securities  to the extent  required by
applicable regulation. Where the Fund writes a call option on a securities index
at a time when the contract value exceeds the exercise price, the Fund will also
segregate and mark-to-market, until the option expires or is closed out, cash or
cash equivalents  equal in value to such excess.  The Fund may also purchase and
sell options on indices other than  securities  indices,  as available,  such as
foreign  currency  indices.  Because  index  options are settled in cash, a call
writer cannot determine the amount of its settlement obligations in advance and,
unlike  call  writing  on  specific  securities,   cannot  cover  its  potential
settlement obligations by acquiring and holding the underlying securities. Index
options  involve  risks  similar to those  risks  relating  to  transactions  in
financial futures contracts described below.

         For an additional discussion of investing in OTC options and options on
securities indices,  and the risks involved therein,  see this Statement and the
Company's Prospectus under "Certain Risk Factors and Investment Methods."

         Financial  Futures  Contracts and Related  Options.  The Fund may enter
into  financial  futures  contracts.   This  investment  technique  is  designed
primarily to hedge (i.e.  protect) against  anticipated future changes in market
conditions or foreign  exchange rates which otherwise might affect adversely the
value of securities or other assets which the Fund holds or intends to purchase.
For  example,  when the  near-term  market  view is  bearish  but the  portfolio
composition is judged  satisfactory  for the longer term,  exposure to temporary
declines in the market may be reduced by entering into futures contracts to sell
securities or the cash value of an index.  Conversely,  where the near-term view
is bullish,  but the Fund is believed to be well  positioned for the longer term
with a high  cash  position,  the Fund can hedge  against  market  increases  by
entering into futures contracts to buy securities or the cash value of an index.
In either case, the use of futures  contracts  would tend to minimize  portfolio
turnover and facilitate  the  Portfolio's  pursuit of its investment  objective.
Also,  if the Fund owned  long-term  bonds and interest  rates were  expected to
rise, it could sell financial futures contracts. If interest rates did increase,
the value of the bonds held by the Fund would decline, but this decline would be
offset in whole or in part by an  increase  in the value of the  Fund's  futures
contracts.  If, on the other hand,  long-term  interest  rates were  expected to
decline,  the Portfolio  could hold  short-term debt securities and benefit from
the  income  earned  by  holding  such  securities,  while at the same  time the
Portfolio could purchase futures  contracts on long-term bonds or the cash value
of a  securities  index.  Thus,  the  Portfolio  could  take  advantage  of  the
anticipated  rise in the value of long-term bonds without  actually buying them.
The futures  contracts and short-term debt  securities  could then be liquidated
and the cash proceeds used to buy long-term  bonds. At the time of delivery,  in
the case of a contract relating to fixed income securities, adjustments are made
to recognize differences in value arising from the delivery of securities with a
different  interest  rate than that  specified in the  contract.  In some cases,
securities to be delivered under a futures  contract may not have been issued at
the time the contract was written.

         The  market  prices of futures  contracts  may be  affected  by certain
factors.  If  participants  in the  futures  market  elect  to close  out  their
contracts through offsetting  transactions rather than meet margin requirements,
distortions  in the normal  relationship  between the assets and futures  market
could  result.  Price  distortions  also could  result if  investors  in futures
contracts  decide to make or take  delivery of  underlying  securities  or other
assets  rather  than  engage in closing  transactions  because of the  resultant
reduction in the liquidity of the futures  market.  In addition,  because margin
requirements in the futures market are less onerous than margin  requirements in
the cash market,  increased  participation  by speculators in the futures market
could cause temporary price  distortions.  Due to the possibility of these price
distortions and because of the imperfect  correlation  between  movements in the
prices of  securities  or other  assets and  movements  in the prices of futures
contracts,  a correct forecast of market trends by the Sub-advisor still may not
result in a successful hedging transaction.

         The Fund may  purchase  and write  call and put  options  on  financial
futures  contracts.  Options on futures contracts involve risks similar to those
risks relating to transactions in financial futures contracts. The Fund will not
enter  into any  futures  contracts  or  options  on  futures  contracts  if the
aggregate of the contract value of the outstanding futures contracts of the Fund
and futures contracts  subject to outstanding  options written by the Fund would
exceed 50% of the total  assets of the Fund.  For an  additional  discussion  of
investing  in  financial  futures  contracts  and options on  financial  futures
contracts and the risks  involved  therein,  see this  Statement and the Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Section 4(2) Paper.  The Fund may invest in commercial  paper issued by
major corporations under the Securities Act of 1933 in reliance on the exemption
from registration afforded by Section 3(a)(3) thereof. Such commercial paper may
be issued only to finance current transactions and must mature in nine months or
less.  Such  commercial  paper is traded  primarily by  institutional  investors
through  investment  dealers,  and  individual  investor  participation  in  the
commercial paper market is very limited.  The Fund also may invest in commercial
paper issued in reliance on the so-called  "private  placement"  exemption  from
registration  afforded by Section 4(2) of the  Securities  Act of 1933 ("Section
4(2)  paper").  Section 4(2) paper is  restricted  as to  disposition  under the
federal securities laws, and generally is sold to institutional investors,  such
as the Fund, who agree that they are purchasing the paper for investment and not
with a view to public  distribution.  Any resale by the purchaser  must be in an
exempt transaction. Section 4(2) paper normally is resold to other institutional
investors through or with the assistance of the issuer or investment dealers who
make a market in the Section 4(2) paper, thus providing liquidity.  Section 4(2)
paper will be  considered  illiquid,  and  subject to the Fund's  limitation  on
investing in illiquid securities, unless the Sub-advisor determines such Section
4(2) paper to be liquid under  guidelines  established by the Board of Directors
of the Company.

         Collateralized  Obligations.  The Fund may invest in  asset-backed  and
mortgage-backed  securities,  including  interest only ("IO") and principal only
("PO") securities (collectively, "collateralized obligations"). A collateralized
obligation is a debt security issued by a corporation, trust or custodian, or by
a U.S.  Government  agency  or  instrumentality,  that  is  collateralized  by a
portfolio  or  pool  of  mortgages,   mortgage  pass-through  securities,   U.S.
Government securities or other assets. Collateralized obligations,  depending on
their structure and the rate of prepayments, can be volatile.

         The Fund will currently invest in only those collateralized obligations
that are fully collateralized and would not materially alter the risk profile of
the Fund.  Fully  collateralized  means that the  collateral  will generate cash
flows  sufficient  to  meet   obligations  to  holders  of  the   collateralized
obligations  under  even the most  conservative  prepayment  and  interest  rate
projections. Thus, the collateralized obligations are structured to anticipate a
worst case prepayment  condition and to minimize the reinvestment  rate risk for
cash flows between coupon dates for the collateralized obligations. A worst case
prepayment  condition  generally assumes immediate  prepayment of all securities
purchased  at a premium and zero  prepayment  of all  securities  purchased at a
discount.  Reinvestment rate risk may be minimized by assuming very conservative
reinvestment  rates and by other means such as by maintaining the flexibility to
increase  principal  distributions  in a  low  interest  rate  environment.  The
effective credit quality of the collateralized  obligations in such instances is
the credit  quality  of the issuer of the  collateral.  The  requirements  as to
collateralization  are determined by the issuer or sponsor of the collateralized
obligation  in order to satisfy  rating  agencies,  if rated.  The Fund does not
currently  intend to invest more than 5% of its total  assets in  collateralized
obligations.

         Because  some  collateralized  obligations  are issued in classes  with
varying   maturities  and  interest  rates,  the  investor  may  obtain  greater
predictability of maturity through these collateralized obligations than through
direct  investments in mortgage  pass-through  securities.  Classes with shorter
maturities  may have lower  volatility  and lower  yield while those with longer
maturities may have higher  volatility  and higher yield.  Payments of principal
and interest on the  underlying  collateral  securities  are not passed  through
directly  to the  holders  of  these  collateralized  obligations.  Rather,  the
payments on the  underlying  portfolio  or pool of  obligations  are used to pay
interest on each class and to retire  successive  maturities in sequence.  These
relationships  may in  effect  "strip"  the  interest  payments  from  principal
payments of the underlying  obligations  and allow for the separate  purchase of
either the interest or the principal  payments,  sometimes  called interest only
("IO") and  principal  only ("PO")  securities.  By investing in IOs and POs, an
investor  has the  option to select  from a pool of  underlying  collateral  the
portion  of the cash  flows  that most  closely  corresponds  to the  investor's
forecast of interest rate movements.

         Collateralized obligations are designed to be retired as the underlying
obligations  are  repaid.  In  the  event  of  prepayment  on or  call  of  such
securities,  the class of  collateralized  obligation  first to mature generally
will be paid down  first.  Although  in most cases the issuer of  collateralized
obligations  will  not  supply  additional  collateral  in  the  event  of  such
prepayment,   there   generally   will  be   sufficient   collateral  to  secure
collateralized  obligations that remain outstanding.  Governmentally-issued  and
privately-issued  IO's and PO's will be considered  illiquid for purposes of the
Fund's limitation on illiquid securities unless they are determined to be liquid
under guidelines established by the Board of Directors.

         In reliance on an interpretation by the SEC, the Fund's  investments in
certain qualifying collateralized obligations are not subject to the limitations
in the 1940 Act regarding  investments by a registered  investment company, such
as the Fund, in another investment company.

         Inverse Floaters. The Fund may also invest in "inverse floaters." These
inverse  floaters are more  volatile  than  conventional  fixed or floating rate
collateralized obligations,  and their yield and value will fluctuate in inverse
proportion to changes in the index upon which rate  adjustments  are based. As a
result,  the yield on an inverse  floater will  generally  increase  when market
yields (as  reflected by the index)  decrease and  decrease  when market  yields
increase. The extent of the volatility of inverse floaters depends on the extent
of anticipated changes in market rates of interest.  Generally, inverse floaters
provide for interest  rate  adjustments  based upon a multiple of the  specified
interest  index,  which  further  increases  their  volatility.  The  degree  of
additional  volatility will be directly proportional to the size of the multiple
used in  determining  interest rate  adjustments.  Currently,  the Fund does not
intend to invest more than 5% of its net assets in inverse floaters.

         For an additional discussion of investing in collateralized obligations
and the risks involved  therein,  see this Statement and the Trust's  Prospectus
under "Certain Risk Factors and Investment Methods."

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

     1. Invest for the purpose of  exercising  control or  management of another
issuer.

     2. Purchase securities of other investment companies,  except in compliance
with the 1940 Act.

     3. Invest more than 15% of its net assets in illiquid securities.

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 SEC, 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 or the conditions of
     any order of exemption from the SEC regarding the purchase of securities of
     money market funds managed by the Sub-advisor or its affiliates;

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 ALLIANCE GROWTH FUND:

Investment  Objective:  The Fund's  investment  objective  is to seek  long-term
growth of capital by investing  predominantly in the equity  securities  (common
stocks,  securities  convertible  into common  stocks and rights and warrants to
subscribe for or purchase common stocks) of a limited number of large, carefully
selected,  high-quality  U.S.  companies  that,  in the  judgment  of the Fund's
Sub-advisor, are likely to achieve superior earnings growth.

Investment Policies:

         The  Sub-advisor's  research staff generally follows a primary research
universe of  approximately  600 companies that are considered by the Sub-advisor
to have strong management, superior industry positions, excellent balance sheets
and the ability to demonstrate  superior  earnings growth. As one of the largest
multi-national  investment  firms,  the  Sub-advisor  has access to considerable
information  concerning all of the companies followed, an in-depth understanding
of the products, services, markets and competition of these companies and a good
knowledge of the managements of most of the companies in its research universe.

         The  Sub-advisor's  analysts  prepare their own earnings  estimates and
financial   models  for  each   company   followed.   While  each   analyst  has
responsibility for following  companies in one or more identified sectors and/or
industries, the lateral structure of the Sub-advisor's research organization and
constant communication among the analysts result in decision-making based on the
relative  attractiveness of stocks among industry sectors. The focus during this
process  is on the early  recognition  of change on the  premise  that  value is
created  through  the  dynamics  of  changing  company,  industry  and  economic
fundamentals.  Research  emphasis is placed on the  identification  of companies
whose  substantially  above  average  prospective  earnings  growth is not fully
reflected in current market valuations.

         The Sub-advisor  continually  reviews its primary research  universe of
approximately  600  companies  to  maintain  a list of favored  securities,  the
"Alliance 100,"  considered by the Sub-advisor to have the most clearly superior
earnings potential and valuation attraction. The Sub-advisor's  concentration on
a limited universe of companies  allows it to devote its extensive  resources to
constant intensive  research of these companies.  Companies are constantly added
to and  deleted  from the  Alliance  100 as their  fundamentals  and  valuations
change. The Sub-advisor's Large Cap Growth Group, in turn, further refines, on a
weekly basis, the selection  process for the Fund with each portfolio manager in
the Group selecting 25 such companies that appear to the manager most attractive
at current prices.  These  individual  ratings are then aggregated and ranked to
produce a composite  list of the 25 most highly  regarded  stocks,  the "Favored
25."  Approximately 70% of the Fund's net assets will usually be invested in the
Favored  25 with the  balance  of the  Fund's  investment  portfolio  consisting
principally  of other stocks in the Alliance 100. Fund emphasis upon  particular
industries or sectors is a by-product of the stock selection process rather than
the result of assigned targets or ranges.

         The Sub-advisor  expects the average weighted market  capitalization of
companies  represented  in the Fund  (i.e.,  the  number of a  company's  shares
outstanding multiplied by the price per share) to normally be in the range of or
exceed the average weighted market  capitalization  of companies  comprising the
Standard & Poor's 500 Composite Stock Price Index, a widely recognized unmanaged
index of market  activity  based upon the  aggregate  performance  of a selected
portfolio of publicly traded stocks,  including  monthly  adjustments to reflect
the reinvestment of dividends and  distributions.  Investments will be made upon
their potential for capital appreciation.

         Convertible Securities.  The Fund may invest in convertible securities,
which are  convertible  at a stated  exchange rate into common  stock.  Prior to
their conversion,  convertible securities have the same general  characteristics
as  non-convertible  debt securities,  as they provide a stable stream of income
with  generally  higher  yields than those of equity  securities  of the same or
similar issuers.  As with all debt  securities,  the market value of convertible
securities  tends to decline as interest  rates  increase  and,  conversely,  to
increase as interest rates decline. Convertible securities generally offer lower
interest or dividend  yields than  non-convertible  debt  securities  of similar
quality.  However,  when the  market  price of the  common  stock  underlying  a
convertible   security  increases,   the  price  of  the  convertible   security
increasingly  reflects  the value of the  underlying  common  stock and may rise
accordingly.  As the market price of the underlying  common stock declines,  the
convertible  security tends to trade increasingly on a yield basis, and thus may
not  depreciate to the same extent as the underlying  common stock.  Convertible
securities rank senior to common stocks on an issuer's capital  structure.  They
are consequently of higher quality and entail less risk than the issuer'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.  The Fund may invest up to 20% of its net assets in
the  convertible  securities  of companies  whose common stocks are eligible for
purchase by the Fund under the investment  policies described above.  Additional
information about convertible securities is included in the Company's Prospectus
under "Certain Risk Factors and Investment Methods."

         Rights and Warrants.  The Fund may invest up to 5% of its net assets in
rights or warrants,  but will do so only if the equity securities themselves are
deemed  appropriate  by the  Sub-advisor  for inclusion in the Fund.  Rights and
warrants may be more speculative than certain other types of investments in that
they do not entitle a holder to dividends  or voting  rights with respect to the
securities which may be purchased nor do they represent any rights in the assets
of the  issuing  company.  Also,  the  value  of a right  or  warrant  does  not
necessarily  change  with the  value of the  underlying  securities.  Additional
information about warrants is included in the Trust's  Prospectus under "Certain
Risk Factors and Investment Methods."

         Foreign  Securities.  The Fund may invest up to 15% of the value of its
total assets in securities  of foreign  issuers whose common stocks are eligible
for  purchase  by the  Fund  under  the  investment  policies  described  above.
Additional  information about foreign  securities and their risks is included in
this  Statement  and the Trust's  Prospectus  under  "Certain  Risk  Factors and
Investment Methods."

         Illiquid  Securities.  The Fund will not maintain  more than 15% of its
net  assets  in  illiquid  securities.  For this  purpose,  illiquid  securities
include, among others, direct placements or other securities that are subject to
legal or  contractual  restrictions  on resale or for which  there is no readily
available market (e.g.,  trading in the security is suspended or, in the case of
unlisted  securities,  market makers do not exist or will not entertain  bids or
offers).

         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  "Securities  Act")
and securities that are otherwise not readily  marketable.  Securities that have
not  been  registered  under  the  Securities  Act are  referred  to as  private
placements or restricted  securities and are purchased  directly from the issuer
or in the secondary  market.  Mutual funds do not  typically  hold a significant
amount of these restricted or other illiquid securities because of the potential
for delays on resale and  uncertainty in valuation.  A mutual fund might 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.

         The Fund may invest up to 5% of its net assets  (taken at market value)
in restricted  securities  (excluding Rule 144A securities) issued under Section
4(2) of the Securities Act, which exempts from registration  "transactions by an
issuer  not  involving  any  public  offering."  Section  4(2)  instruments  are
restricted in the sense that they can only be resold through the issuing dealers
to institutional investors and in private transactions; they cannot be resold to
the general public without registration.

         In recent years,  however, a large  institutional  market has developed
for  certain  securities  that are not  registered  under  the  Securities  Act,
including  foreign  securities.  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 to the general public or to certain
institutions may not be indicative of the liquidity of such investments.

         Rule 144A under the Securities Act allows such a broader  institutional
trading market for securities  otherwise subject to restriction on resale to the
general public.  Rule 144A has produced  enhanced  liquidity for many restricted
securities, and market liquidity for such securities may continue to expand as a
result of this  regulation  and the  consequent  existence of the PORTAL System,
which is an  automated  system for the  trading,  clearance  and  settlement  of
unregistered  securities  of  domestic  and  foreign  issuers  sponsored  by the
National Association of Securities Dealers, Inc.

         The Fund's Sub-advisor,  acting under guidelines adopted by the Trust's
Board of Directors,  will monitor the liquidity of restricted  securities in the
Fund that are eligible for resale  pursuant to Rule 144A. In reaching  liquidity
decisions,  the Sub-advisor will consider,  among others, the following factors:
(1) the  frequency  of trades  and quotes  for the  security;  (2) the number of
dealers  making  quotations to purchase or sell the security;  (3) the number of
other  potential  purchasers  of  the  security;   (4)  the  number  of  dealers
undertaking to make a market in the security; and (5) the nature of the security
(including its  unregistered  nature) and the nature of the  marketplace for the
security  (e.g.,  the time  needed to  dispose  of the  security,  the method of
soliciting offers and the mechanics of the transfer.

Options and Futures:

         While the Fund does not  anticipate  utilizing them on a regular basis,
the Fund may from time to time may engage in options and futures transactions as
described below. Additional information about option, futures and their risks is
included  in this  Statement  and the Trust's  Prospectus  under  "Certain  Risk
Factors and Investment Methods."

         Options on Securities.  The Fund may write exchange-traded call options
on common stocks, and may purchase and sell exchange-traded call and put options
on common stocks written by others or  combinations  thereof.  The Fund will not
write put options.

         Generally,  the  opportunity  for profit from the writing of options is
higher,  and  consequently  the risks are greater,  when the stocks involved are
lower priced or volatile,  or both.  While an option that has been written is in
force,  the maximum  profit that may be derived from the  optioned  stock is the
premium  less  brokerage  commissions  and fees.  The Fund will not write a call
unless  the Fund at all times  during  the  option  period  owns  either (a) the
optioned  securities  or has an absolute  and  immediate  right to acquire  that
security  without   additional  cash   consideration  (or  for  additional  cash
consideration  held in a segregated account by its custodian) upon conversion or
exchange of other  securities  held in its portfolio or (b) a call option on the
same  security 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  difference  is  maintained  by the Fund in  liquid  assets in a
segregated account with its Custodian.

         Premiums  received by the Fund in connection  with writing call options
will vary widely.  Commissions,  stock  transfer taxes and other expenses of the
Fund must be deducted from such premium receipts. Calls written by the Fund will
ordinarily be sold either on a national  securities  exchange or through put and
call  dealers,  most,  if not all, of whom are members of a national  securities
exchange on which  options are traded,  and will be endorsed or  guaranteed by a
member of a national securities exchange or qualified  broker-dealer,  which may
be  Donaldson,  Lufkin & Jenrette  Securities  Corporation,  an affiliate of the
Sub-advisor.  The endorsing or guaranteeing firm requires that the option writer
(in  this  case  the  Fund)   maintain  a  margin  account   containing   either
corresponding stock or other equity as required by the endorsing or guaranteeing
firm.

         The Fund will not sell a call  option  written by it if, as a result of
the  sale,  the  aggregate  of  the  Fund's  portfolio   securities  subject  to
outstanding  call  options  (valued at the lower of the  option  price or market
value of such securities) would exceed 15% of the Fund's total assets.

         The Fund may purchase or write  options on  securities  of the types in
which it is permitted to invest in privately negotiated (i.e., over-the-counter)
transactions.   The  Sub-advisor  has  adopted  procedures  for  monitoring  the
creditworthiness of financial institutions with which  over-the-counter  options
transactions are effected.

         In buying a call, the Fund would be in a position to realize a gain if,
during the option  period,  the price of the  shares  increased  by an amount in
excess of the premium paid and commissions payable on exercise. It would realize
a loss if the price of the  security  declined or  remained  the same or did not
increase  during  the  period  by  more  than  the  amount  of the  premium  and
commissions payable on exercise.  In buying a put, the Fund would realize a loss
if the price of the security  increased or remained the same or did not decrease
during  that  period by more  than the  amount of the  premium  and  commissions
payable on exercise. In addition,  the Fund could realize a gain or loss on such
options by selling them.

         The aggregate cost of all outstanding options purchased and held by the
Fund,  including  options on market indices as described below,  will at no time
exceed 10% of the Fund's total assets.

         Options   on  Market   Indices.   The  Fund  may   purchase   and  sell
exchange-traded index options. Through the purchase of listed index options, the
portfolio  could  achieve  many of the same  objectives  as  through  the use of
options on  individual  securities.  Price  movements  in the Fund's  securities
probably will not correlate  perfectly  with movements in the level of the index
and, therefore, the Fund would bear a risk of loss on index options purchased by
it if favorable price movements of the hedged portfolio  securities do not equal
or exceed  losses on the  options or if adverse  price  movements  of the hedged
portfolio securities are greater than gains realized from the options.

         Stock Index Futures. The Fund may purchase and sell stock index futures
contracts.  A stock index futures contract is a bilateral  agreement pursuant to
which two parties  agree to take or make  delivery of an amount of liquid assets
equal to a specified  dollar  amount  multiplied by the  difference  between the
stock index value at the close of the last  trading day of the  contract and the
price at which the futures contract is originally  struck.  No physical delivery
of the  underlying  stocks in the index is made.  The Fund will not  purchase or
sell options on stock index futures contracts.

         The Fund may not purchase or sell a stock index future if,  immediately
thereafter,  more than 30% of its total  assets  would be hedged by stock  index
futures.  The Fund may not purchase or sell a stock index future if, immediately
thereafter,  the sum of the amount of margin  deposits  on the  Fund's  existing
futures  positions  would  exceed 5% of the  market  value of the  Fund's  total
assets.

         Currently,  stock index futures contracts can be purchased or sold with
respect  to the  Standard  & Poor's 500 Stock  Index on the  Chicago  Mercantile
Exchange,  the New York Stock Exchange  Composite  Index on the New York Futures
Exchange  and the Value Line Stock Index on the Kansas City Board of Trade.  The
Sub-advisor  does not  believe  that  differences  in  composition  of the three
indices will create any  differences  in the price  movements of the stock index
futures  contracts in relation to the movements in such indices.  However,  such
differences  in the  indices may result in  differences  in  correlation  of the
futures  contracts with  movements in the value of the securities  being hedged.
The Fund  reserves the right to purchase or sell stock index  futures  contracts
that may be created in the future.

         The nature of initial margin in futures  transactions is different from
that of margin in security transactions in that futures contract margin does not
involve the  borrowing  of funds to finance  transactions.  Rather,  the initial
margin is in the  nature of a  performance  bond or good  faith  deposit  on the
contract which is returned to the Fund upon termination of the futures contract,
assuming all contractual obligations have been satisfied.

         There  are  several  risks in  connection  with the use of stock  index
futures  by the  Fund as a  hedging  device.  One  risk  arises  because  of the
imperfect  correlation between movements in the price of the stock index futures
and movements in the price of the securities which are the subject of the hedge.
The price of the stock  index  futures may move more than or less than the price
of the  securities  being hedged.  If the price of the stock index futures moves
less than the price of the  securities  which are the subject of the hedge,  the
hedge will not be fully  effective  but,  if the price of the  securities  being
hedged  has moved in an  unfavorable  direction,  the Fund  would be in a better
position than if it had not hedged at all. If the price of the securities  being
hedged has moved in a favorable  direction,  this  advantage  will be  partially
offset by the loss on the index  future.  If the price of the future  moves more
than the price of the stock,  the Fund will experience  either a loss or gain on
the future which will not be completely  offset by movements in the price of the
securities  which are the subject of the hedge.  To compensate for the imperfect
correlation  of movements in the price of securities  being hedged and movements
in the price of the stock  index  futures,  the Fund may buy or sell stock index
futures  contracts  in a  greater  dollar  amount  than  the  dollar  amount  of
securities  being hedged if the volatility  over a particular time period of the
prices of such  securities has been greater than the  volatility  over such time
period  for  the  index,  or if  otherwise  deemed  to  be  appropriate  by  the
Sub-advisor.  Conversely,  the Fund may buy or sell fewer  stock  index  futures
contracts if the volatility  over a particular  time period of the prices of the
securities being hedged is less than the volatility over such time period of the
stock index, or if otherwise deemed to be appropriate by the Sub-advisor.

         Where futures are purchased to hedge against a possible increase in the
price of stock before the Fund is able to invest its cash (or cash  equivalents)
in stocks (or options) in an orderly fashion, it is possible that the market may
decline  instead.  If the  Sub-advisor  then concludes not to invest in stock or
options at that time because of concern as to possible further market decline or
for other reasons,  the Fund will realize a loss on the futures contract that is
not offset by a reduction in the price of securities purchased.

         The Fund's  Sub-advisor  intends to purchase and sell futures contracts
on the stock index for which it can obtain the best price with due consideration
to liquidity.

         Portfolio  Turnover.  The Fund's investment policies as described above
are based on the  Sub-advisor's  assessment  of  fundamentals  in the context of
changing market  valuations.  Therefore,  they may under some conditions involve
frequent  purchases  and sales of shares of a  particular  issuer as well as the
replacement of securities.  The  Sub-advisor  expects that more of its portfolio
turnover  will  be  attributable  to  increases  and  decreases  in the  size of
particular  portfolio  positions  rather than to the complete  elimination  of a
particular  issuer's securities from the Fund. For more information on portfolio
turnover, see this SAI and the Company's Prospectus under "Portfolio Turnover."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following limitations are applicable to the ASAF Alliance Growth Fund. These
limitations  are  not  "fundamental"  restrictions  and may be  changed  without
shareholder approval. The Fund will not:

1.   Invest in companies for the purpose of exercising control;

2.   Purchase  the  securities  of any other  investment  company or  investment
     trust, except in compliance with the 1940 Act;

3.   Invest in interests in oil, gas or other mineral exploration or development
     programs, except that it may purchase and sell securities of companies that
     deal in oil, gas or other mineral exploration or development programs;

4.   Make short sales of securities or purchase  securities on margin except for
     such  short-term   credits  as  may  be  necessary  for  the  clearance  of
     transactions;

5.   Purchase illiquid securities if immediately after such investment more than
     15% of the Fund's net assets (taken at market value) would be so invested;

Whenever any investment  restriction  states a maximum  percentage of the Fund's
assets which may be invested in any security or other asset, it is intended that
such  percentage be determined  immediately  after and as a result of the Fund's
acquisition of such securities or other assets. Accordingly,  any later increase
or decrease in percentage beyond the specified limitation resulting from changes
in values or net assets will not be considered a violation of any such maximum.

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 by
the primary rating  agencies.  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."

         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-advisor  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.

         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 SEC,  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 the conditions
of any order of exemption  from the SEC  regarding the purchase of securities of
money market funds managed by the Sub-advisor or its affiliates; 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 MANAGED INDEX 500 FUND:

Investment  Objective:  The  investment  objective of the ASAF Managed Index 500
Fund (formerly,  the ASAF Bankers Trust Managed Index 500 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.

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.

         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 a license provided
to the  Investment  Manager of certain  trademarks and trade names of S&P and of
the S&P 500 which is  determined,  composed and calculated by S&P without regard
to 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.

         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.

         Equity Investments.  The Fund may invest in equity securities listed on
any domestic securities exchange or traded in the over-the-counter  market. They
may or may not pay dividends or carry voting  rights.  Common stock occupies the
most junior position in a company's capital structure.

         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.  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 an increase in
securities  prices, 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,  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-advisor 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-advisor 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.


<PAGE>


ASAF ALLIANCE GROWTH AND INCOME FUND:

Investment  Objective:  The investment  objective of the Fund is to seek capital
growth and income through investments primarily in dividend-paying common stocks
of good quality

Investment Policies:

         It is the  policy  of the Fund to seek to  balance  the  objectives  of
reasonable current income and reasonable  opportunity for capital growth through
investments primarily in dividend-paying common stocks of good quality. However,
it may invest  whenever the  economic  outlook is  unfavorable  for common stock
investments  in other types of  securities,  such as bonds,  convertible  bonds,
preferred stocks, and convertible preferred stocks.

         Purchases and sales of portfolio  securities are made at such times and
in such  amounts  as deemed  advisable  in light of market,  economic  and other
conditions,  irrespective of the degree of portfolio turnover.  The Fund engages
primarily in holding securities for investment and not for trading purposes.

         Covered Call Options. Subject to market conditions, the Fund may try to
realize income by writing covered call option contracts provided that the option
is listed on a domestic  securities  exchange and that no option will be written
if, as a result, more than 25% of the Fund's assets are subject to call options.
The  Sub-advisor  believes  that the  premiums the Fund will receive for writing
options can increase the Fund's  income  without  subjecting  it to  substantial
risks.

         A security on which an option has been  written  will be held in escrow
by the Fund's  custodian  until the option expires,  is exercised,  or a closing
purchase  transaction is made. The Fund will purchase call options only to close
out a position in an option written by it. When a security is sold from the Fund
against  which a call  option has been  written,  the Fund will effect a closing
purchase  transaction  so as to  close  out any  existing  call  option  on that
security.

         The  premium  received  by the Fund  upon  writing a call  option  will
increase the Fund's assets,  and a corresponding  liability will be recorded and
subsequently  adjusted  from  day  to day to the  current  value  of the  option
written.  For example,  if the current  value of the option  exceeds the premium
received, the excess would be an unrealized loss and, conversely, if the premium
exceeds the current value,  such excess would be an unrealized gain. The current
value of the option  will be the last sales price on the  principal  exchange on
which the option is traded  or, in the  absence  of any  transactions,  the mean
between the closing bid and asked price.

         Except as stated  above,  the Fund  will not  purchase  or sell puts or
calls or combinations thereof.

         Additional  information  on covered  call  options  and their  risks is
included  in this  Statement  and the Trust's  Prospectus  under  "Certain  Risk
Factors and Investment Methods."

         Stock Index Futures. The Fund may purchase and sell stock index futures
contracts.  A stock index futures contract is a bilateral  agreement pursuant to
which two parties  agree to take or make  delivery of an amount of liquid assets
equal to a specified  dollar  amount  multiplied by the  difference  between the
stock index value at the close of the last  trading day of the  contract and the
price at which the futures contract is originally  struck.  No physical delivery
of the  underlying  stocks in the index is made.  The Fund will not  purchase or
sell options on stock index futures contracts.

         The Fund may not purchase or sell a stock index future if,  immediately
thereafter,  more than 30% of its total  assets  would be hedged by stock  index
futures.  The Fund may not purchase or sell a stock index future if, immediately
thereafter,  the sum of the amount of margin  deposits  on the  Fund's  existing
futures  positions  would  exceed 5% of the  market  value of the  Fund's  total
assets.

         Currently,  stock index futures contracts can be purchased or sold with
respect  to the  Standard  & Poor's 500 Stock  Index on the  Chicago  Mercantile
Exchange,  the New York Stock Exchange  Composite  Index on the New York Futures
Exchange  and the Value Line Stock Index on the Kansas City Board of Trade.  The
Sub-advisor  does not  believe  that  differences  in  composition  of the three
indices will create any  differences  in the price  movements of the stock index
futures  contracts in relation to the movements in such indices.  However,  such
differences  in the  indices may result in  differences  in  correlation  of the
futures  contracts with  movements in the value of the securities  being hedged.
The Fund  reserves the right to purchase or sell stock index  futures  contracts
that may be created in the future.

         The nature of initial margin in futures  transactions is different from
that of margin in security transactions in that futures contract margin does not
involve the  borrowing  of funds to finance  transactions.  Rather,  the initial
margin is in the  nature of a  performance  bond or good  faith  deposit  on the
contract which is returned to the Fund upon termination of the futures contract,
assuming all contractual obligations have been satisfied.

         There  are  several  risks in  connection  with the use of stock  index
futures  by the  Fund as a  hedging  device.  One  risk  arises  because  of the
imperfect  correlation between movements in the price of the stock index futures
and movements in the price of the securities which are the subject of the hedge.
The price of the stock  index  futures may move more than or less than the price
of the  securities  being hedged.  If the price of the stock index futures moves
less than the price of the  securities  which are the subject of the hedge,  the
hedge will not be fully  effective  but,  if the price of the  securities  being
hedged  has moved in an  unfavorable  direction,  the Fund  would be in a better
position than if it had not hedged at all. If the price of the securities  being
hedged has moved in a favorable  direction,  this  advantage  will be  partially
offset by the loss on the index  future.  If the price of the future  moves more
than the price of the stock,  the Fund will experience  either a loss or gain on
the future which will not be completely  offset by movements in the price of the
securities  which are the subject of the hedge.  To compensate for the imperfect
correlation  of movements in the price of securities  being hedged and movements
in the price of the stock  index  futures,  the Fund may buy or sell stock index
futures  contracts  in a  greater  dollar  amount  than  the  dollar  amount  of
securities  being hedged if the volatility  over a particular time period of the
prices of such  securities has been greater than the  volatility  over such time
period  for  the  index,  or if  otherwise  deemed  to  be  appropriate  by  the
Sub-advisor.  Conversely,  the Fund may buy or sell fewer  stock  index  futures
contracts if the volatility  over a particular  time period of the prices of the
securities being hedged is less than the volatility over such time period of the
stock index, or if otherwise deemed to be appropriate by the Sub-advisor.

         Where futures are purchased to hedge against a possible increase in the
price of stock before the Fund is able to invest its cash (or cash  equivalents)
in stocks (or options) in an orderly fashion, it is possible that the market may
decline instead. If the Fund then concludes not to invest in stock or options at
that time because of concern as to possible  further market decline or for other
reasons, the Fund will realize a loss on the futures contract that is not offset
by a reduction in the price of securities purchased.

         The Fund's  Sub-advisor  intends to purchase and sell futures contracts
on the stock index for which it can obtain the best price with due consideration
to liquidity.

         For additional information regarding futures contracts and their risks,
see this  Statement and the Trust's  Prospectus  under "Certain Risk Factors and
Investment Methods."

         Foreign Securities. The Fund may invest in foreign securities, but will
not make any such  investments  unless such  securities are listed on a national
securities  exchange.   The  purchase  of  foreign  securities  entails  certain
political and economic  risks,  and  accordingly,  the Fund has  restricted  its
investments in securities in this category to issues of high quality.  Evidences
of ownership of foreign securities may be held outside of the U.S., and the Fund
may be  subject  to the  risks  associated  with the  holding  of such  property
overseas.  Additional  information  on  foreign  securities  and their  risks is
included  in this  Statement  and the Trust's  Prospectus  under  "Certain  Risk
Factors and Investment Methods."

         Securities  Ratings.  The ratings of debt  securities by S&P,  Moody's,
Duff & Phelps and Fitch are a generally  accepted barometer of credit risk. They
are, however, subject to certain limitations from an investor's standpoint.  The
rating  of an issuer  is  heavily  weighted  by past  developments  and does not
necessarily  reflect  probable  future  conditions.  There is  frequently  a lag
between the time a rating is assigned  and the time it is updated.  In addition,
there may be varying  degrees of difference in credit risk of securities  within
each rating category.

         A detailed description of the debt security ratings assigned by Moody's
and S&P is included in Appendix B to this Statement.

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

1.   Purchase  the  securities  of  any  other  investment   company  except  in
     compliance with the 1940 Act; and

2.   Sell securities short.

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-advisor 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-advisor, 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-advisor 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 Sub-advisor,  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.


<PAGE>


         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-advisor 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-advisor
has determined that the seller is  creditworthy,  and the  Sub-advisor  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-advisor  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-advisor  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 and capital growth while following sound investment practices.

Investment Policies:

         The  Fund  will  pursue  its  objective  by  investing  its  assets  in
securities  that are expected to produce  high levels of income and  consistent,
stable returns.

         In pursuing its  investment  objective,  the Fund  normally  invests at
least 65% of its total assets in dividend paying common and preferred stocks. Up
to 30% 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 SEC 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 BALANCED 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."

         Derivative  Securities.  To the  extent  permitted  by  its  investment
objectives  and  policies  discussed  elsewhere  herein,  the Fund may invest in
securities  that are commonly  referred to as "derivative"  securities.  Certain
derivative  securities  are  more  accurately  described  as  "index/structured"
securities. Index/structured securities are derivative securities whose value or
performance is linked to other equity securities (such as depositary  receipts),
currencies,  interest rates, indices or other financial  indicators  ("reference
indices").

         Some  "derivatives,"  such as  mortgage-backed  and other  asset-backed
securities, are in many respects like any other investment, although they may be
more volatile or less liquid than more traditional debt securities.

         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.

         The return on a derivative security may increase or decrease, depending
upon changes in the reference index or instrument to which it relates.

         There is a range  of  risks  associated  with  derivative  investments,
including:

o        the risk that the underlying  security,  interest rate, market index or
         other  financial  asset will not move in the  direction  the  portfolio
         manager anticipates;

o        the possibility  that there may be no liquid secondary  market,  or the
         possibility  that  price  fluctuation  limits  may  be  imposed  by the
         exchange,  either of which may make it difficult or impossible to close
         out a position when desired; and

o        the risk that the counterparty will fail to perform its obligations.

The Sub-advisor will report to the Investment  Manager on activity in derivative
securities,  and the  Investment  Manager  will report to the  Trust's  Board of
Directors as necessary.  For additional  information  on  derivatives  and their
risks,  see the Trust's  Prospectus  under  "Certain Risk Factors and Investment
Methods."

         Futures and 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:

o    protect against a decline in market value of the Fund's securities  (taking
     a short futures position), or

o    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

o    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.

         Although other techniques may be used to control the Fund's exposure to
market fluctuations,  the use of futures contracts may be a more effective means
of hedging  this  exposure.  While the Fund will pay  brokerage  commissions  in
connection with opening and closing out futures positions, these costs are lower
than the  transaction  costs incurred in the purchase and sale of the underlying
securities.

         The Fund may  engage  in  futures  and  options  transactions  based on
securities  indices that are consistent with the Fund's  investment  objectives.
Examples of indices  that may be used  include the Bond Buyer Index of Municipal
Bonds for fixed income funds,  or the S&P 500 Index for equity  funds.  The Fund
also  may  engage  in  futures  and  options   transactions  based  on  specific
securities,  such as U.S. Treasury bonds or notes.  Futures contracts are traded
on national futures exchanges. Futures exchanges and trading are regulated under
the Commodity Exchange Act by the CFTC, a U.S. government agency.

         Unlike  when the Fund  purchases  or sells a bond,  no price is paid or
received by the Fund upon the  purchase or sale of the  future.  Initially,  the
Fund will be  required  to  deposit an amount of cash or  securities  equal to a
varying  specified  percentage of the contract  amount.  This amount is known as
initial  margin.  The margin  deposit is  intended to assure  completion  of the
contract  (delivery  or  acceptance  of the  underlying  security)  if it is not
terminated  prior  to  the  specified  delivery  date.  Minimum  initial  margin
requirements  are  established by the futures  exchanges and may be revised.  In
addition, brokers may establish margin deposit requirements that are higher than
the exchange minimums.  Cash held in the margin account is not income producing.
Subsequent  payments,  called variation margin, to and from the broker,  will be
made on a daily basis as the price of the  underlying  debt  securities or index
fluctuates,  making the future more or less valuable, a process known as marking
the contract to market.

         Futures  and  options  prices  can be  volatile,  and  trading in these
markets  involves  certain  risks,  which are  described  in more detail in this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."  The  Sub-advisor  will seek to minimize  these risks by limiting  the
contracts entered into on behalf of the Fund to those traded on national futures
exchanges and for which there appears to be a liquid secondary market.

         Options on Futures. By purchasing an option on a futures contract,  the
Fund obtains the right, but not the obligation,  to sell the futures contract (a
put option) or to buy the contract (a call option) at a fixed strike price.  The
Fund can  terminate  its position in a put option by allowing it to expire or by
exercising the option.  If the option is exercised,  the Fund completes the sale
of the  underlying  instrument  at the strike  price.  Purchasing an option on a
futures  contract does not require the Fund to make margin  payments  unless the
option is exercised.

         Although they do not currently  intend to do so, the Fund may write (or
sell) call options that obligate it to sell (or deliver) the option's underlying
instrument  upon  exercise of the option.  While the receipt of option  premiums
would  mitigate  the  effects  of price  declines,  the Fund  would give up some
ability to participate in a price increase on the underlying instrument.  If the
Fund were to engage in options  transactions,  it would own the futures contract
at the time a call were  written  and would  keep the  contract  open  until the
obligation to deliver it pursuant to the call expired.

         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 CFTC 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 CFTC. 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, 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 SEC,
if so required,  or the SEC issues rules permitting such transactions.  There is
no assurance the SEC 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 Small  Company Value Fund:
With  respect to  investment  restrictions  (2) and (6), the Fund has no current
intention of borrowing or lending to any other fund.  For purposes of investment
restriction  (6), the Fund 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 SEC 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 SEC  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 SEC 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 CFTC  regulations  and the rules of
the National Futures Association and any domestic exchange,  including the right
to use  reparations  proceedings  before  the CFTC 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 SEC,
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 SEC, 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 SEC 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, 1999:

<TABLE>
<CAPTION>
                                                     Class A      Class B      Class C      Class X

<S>                                                  <C>          <C>          <C>          <C>
                         Current Yield               3.83%        3.31%        3.33%        3.33%
                        Effective Yield              3.90%        3.37%        3.38%        3.38%
</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, 1999, other than the JPM Money Market
Fund, computed as of October 31, 1999, 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                                                  25.44%      25.38%         30.41%       28.83%
     Since Inception                                           11.96%      12.48%         13.96%       13.72%
ASAF Janus Overseas Growth Fund2
     One Year                                                  26.46%      26.54%         31.60%       29.89%
     Since Inception                                           17.04%      17.46%         19.92%       19.06%
ASAF American Century International Growth Fund1*
     One Year                                                  11.98%      11.30%         16.33%       14.19%
     Since Inception                                           3.44%       3.67%          5.26%        4.94%
ASAF Janus Small-Cap Growth Fund1**
     One Year                                                  78.39%      80.73%         85.64%       85.20%
     Since Inception                                           23.89%      24.73%         26.16%       26.21%
ASAF T. Rowe Price Small Company Value Fund1
     One Year                                                  -4.23%      -5.55%         -0.55%       -3.03%
     Since Inception                                           -6.92%      -6.96%         -5.27%       -5.90%
ASAF Neuberger Berman Mid-Cap Growth Fund3
     One Year                                                  31.90%      32.21%         37.09%       35.55%
     Since Inception                                           44.53%      46.26%         50.11%       49.39%
ASAF Neuberger Berman Mid-Cap Value Fund3
     One Year                                                  6.44%       5.57%          10.57%       8.16%
     Since Inception                                           7.34%       7.47%          11.56%       9.64%
ASAF Alliance Growth Fund2***
     One Year                                                  24.11%      23.91%         28.90%       27.02%
     Since Inception                                           15.16%      15.63%         17.84%       17.06%
ASAF Marsico Growth Fund3
     One Year                                                  37.01%      37.52%         42.32%       41.05%
     Since Inception                                           31.24%      32.44%         36.21%       35.13%
ASAF Janus Capital Growth Fund1
     One Year                                                  44.83%      45.52%         50.52%       49.34%
     Since Inception                                           31.97%      33.19%         34.33%       34.75%
ASAF  Alliance Growth and Income Fund2****
     One Year                                                  11.87%      11.05%         16.18%       13.90%
     Since Inception                                           9.41%       9.59%          12.05%       11.04%
ASAF INVESCO Equity Income Fund1
     One Year                                                  11.71%      11.08%         16.08%       14.02%
     Since Inception                                           13.40%      14.06%         15.54%       15.31%
ASAF American Century Strategic Balanced Fund1
     One Year                                                  13.17%      12.46%         17.26%       15.44%
     Since Inception                                           10.06%      10.43%         11.94%       11.64%
ASAF Federated High Yield Bond Fund1
     One Year                                                  1.17%       -0.79%         4.08%        1.85%
     Since Inception                                           1.19%       1.06%          2.62%        2.23%
ASAF Total Return Bond Fund1
     One Year                                                  -4.79%      -6.64%         -1.86%       -4.15%
     Since Inception                                           2.62%       2.31%          4.03%        3.50%
</TABLE>

1. Commenced operations July 28, 1997.
2. Commenced operations January 2, 1998.
3. Commenced operations August 19, 1998.
* Prior  to May 1,  2000,  Rowe  Price-Fleming  International,  Inc.  served  as
Sub-advisor to the Fund. The performance information provided in the above chart
reflects that of the Fund for periods  during which the Fund was  sub-advised by
the prior  Sub-advisor.  ** Prior to January 1, 1999,  Founders Asset Management
LLC served as Sub-advisor to the Fund. The performance  information  provided in
the above chart  reflects that of the Fund for periods  during part of which the
Fund was sub-advised by the prior Sub-advisor.

*** Prior to  December  31,  1998,  Robertson,  Stephens  &  Company  Investment
Management  L.P.  served as Sub-advisor  to the Fund.  From December 31, 1998 to
April 30, 2000,  OppenheimerFunds,  Inc.  served as Sub-advisor to the Fund. The
performance  information  provided in the above chart  reflects that of the Fund
for periods  during which the Fund was  sub-advised  by the prior  Sub-advisors.
**** Prior to May 1, 2000, Lord, Abbett & Co. served as Sub-advisor to the Fund.
The  performance  information  provided in the above chart  reflects that of the
Fund for periods during which the Fund was sub-advised by the prior Sub-advisor.

         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>
         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 SEC. 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  October 31,
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             9.32%        9.25%        9.27%        9.25%
              ASAF Total Return Bond Fund                      5.27%        5.03%        5.05%        5.05%
</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.


<PAGE>



<TABLE>
<CAPTION>
                            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:

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

Gordon C. Boronow (47)                  Vice President                                President & Chief Operating Officer:
                                                                                      American Skandia Life Assurance
                                                                                      Corporation

Jan R. Carendi (55)*                    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                                      Director
People's Bank                                                                         People's Bank (January 2000 - present)
850 Main Street
Bridgeport, CT 06604                                                                  Chairman
                                                                                      People's Bank (January 1999-December
                                                                                      1999)

                                                                                      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)

Eric C. Freed (37)                      Secretary                                     Senior Counsel, Securities and
                                                                                      Securities Counsel:
                                                                                      American Skandia, Incorporated
                                                                                      (December 1996 to present)

                                                                                      Attorney, Senior Attorney and Special
                                                                                      Counsel:
                                                                                      U.S. Securities and Exchange Commission
                                                                                      (March 1991 to November 1996)

Julian A. Lerner (75)                   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. Mazzaferro(47)*               Director                                     Executive Vice President and
                                                                                     Chief Financial Officer
                                                                                      American Skandia Life Assurance
                                                                                      Corporation
                                                                                      April 1988 to present

Thomas M. O'Brien (49)                  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
6 Sugan Close Drive                                                                   (April 1985 to present)
New Hope, PA 18938
</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,
Incorporated ("ASI"): Mr. Boronow also serves as Executive Vice President, Chief
Operating Officer and a Director of ASI, and a Director of ASLAC, ASISI, ASM and
ASIST; Mr. Carendi also serves as Chairman,  President,  Chief Executive Officer
and a Director  of ASI,  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, 1999.  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>
Jan R. Carendi                                        $ 0                                             $ 0

David E.A. Carson                                   $21,900                                         $78,000

Julian A. Lerner                                    $24,100                                         $81,300

Thomas M. O'Brien                                  $24,100(2)                                     $81,300(2)

F. Don Schwartz                                     $24,100                                         $81,300
</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, 1999.

(2) Mr. O'Brien deferred a portion of this  compensation from the Company valued
as of October 31, 1999 at $3,952 and from the Fund Complex  valued as of October
31, 1999 at $12,969.

As of February 29, 2000, the Directors and officers of the Company owned, in the
aggregate, less than 1% of each class of the Company's shares.

Codes of  Ethics.  The  Company,  the  Trust,  the  Investment  Manager  and the
Distributor have adopted codes of ethics under rule 17j-1 of the 1940 Act. While
these codes contain provisions reasonably necessary to prevent personnel subject
to the codes from engaging in unlawful conduct, they do not prohibit investments
in securities,  including  securities that may be purchased or held by the Funds
and Portfolios, by such personnel.

          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 SEC and is a  wholly-owned  subsidiary  of American
Skandia,  Incorporated,  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

ASAF AIM International Equity Fund:                                                          1.10%

ASAF Janus Overseas Growth Fund:                                                             1.10%

ASMT American Century International Growth Portfolio:                                        1.00%

ASAF Janus Small-Cap Growth Fund:                                                            0.90%

ASAF Kemper Small-Cap Growth Fund:                                                           0.95%

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 Alliance 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 Managed Index 500 Fund:                                                                 0.80%

ASAF Alliance 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 Alliance Growth and Income Fund.

         The  investment  management  fees paid for each Fund and Portfolio that
had commenced  operations  prior to October 31, 1999, for the fiscal period from
commencement of operations until October 31, 1997 and for the fiscal years ended
October 31, 1998 and October 31, 1999, were as follows:

<TABLE>
<CAPTION>
                                                                Period ended            Year ended             Year ended
Name of Fund                                                   October 31, 1997      October 31, 1998       October 31, 1999
- ------------                                                   ----------------      ----------------       ----------------

<S>                                                                   <C>                   <C>                    <C>
ASAF Founders International Small Capitalization Fund                 $520                  $34,725                $103,320

ASAF Janus Overseas Growth Fund                                       $0                    $146,239               $1,437,199

ASMT American Century International Growth Portfolio                  $4,658                $94,058                $232,476

ASAF Janus Small-Cap Growth  Fund                                     $577                  $46,399                $562,158

ASAF T. Rowe Price Small Company Value Fund                           $1,530                $210,032               $554,991

ASAF Neuberger Berman Mid-Cap Growth Fund                             $0                    $1,920                 $227,545

ASAF Neuberger Berman Mid-Cap Value Fund                              $0                    $2,770                 $187,273

ASAF Alliance Growth Fund                                             $0                    $89,166                $368,003

ASAF Marsico Capital Growth Fund                                      $0                    $43,773                $2,818,406

ASMT Janus Capital Growth Portfolio                                   $10,500               $578,304               $6,824,885

ASAF Alliance Growth and Income Fund                                  $0                    $114,324               $808,859

ASMT INVESCO Equity Income Portfolio                                  $4,791                $244,316               $990,476

ASAF American Century Strategic Balanced Fund                         $1,513                $81,420                $642,319

ASAF Federated High Yield Bond Fund                                   $1,022                $148,821               $627,368

ASMT PIMCO Total Return Bond Portfolio                                $4,456                $151,673               $762,481

ASMT JPM Money Market Portfolio                                       $1,134                $83,674                $495,966
</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 Alliance Growth Fund, and ASAF
Alliance  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 Kemper Small-Cap Growth Fund,
ASAF  Managed  Index 500 Fund,  and ASAF MFS  Growth  with  Income  Fund had not
commenced  operations  prior to November 1, 1999;  therefore,  no fees were paid
during the periods  presented in the above table. 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) A I M Capital Management,  Inc. for
the ASAF AIM  International  Equity Fund; (c) Janus Capital  Corporation for the
ASAF Janus Overseas  Growth Fund, the ASMT Janus Capital Growth  Portfolio,  and
the  ASAF  Janus  Small-Cap  Growth  Fund;  (d)  American   Century   Investment
Management,  Inc. (formerly known as, "Investors Research  Corporation") for the
ASAF American  Century  International  Growth Fund and the ASAF American Century
Strategic  Balanced  Fund;  (d) Scudder  Kemper  Investments,  Inc. for the ASAF
Kemper 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) Alliance  Capital  Management L.P. for the ASAF Alliance
Growth Fund and the ASAF Alliance  Growth and Income Fund;  (h) Marsico  Capital
Management,  LLC for the ASAF  Marsico  Capital  Growth  Fund;  (i)  Sanford  C.
Bernstein & Co. for the ASAF Managed Index 500 Fund; (i) Massachusetts Financial
Services  Company for the ASAF MFS Growth with Income  Fund;  (j) INVESCO  Funds
Group,  Inc.  for the  ASMT  INVESCO  Equity  Income  Portfolio;  (k)  Federated
Investment  Counseling  for the ASAF Federated High Yield Bond Fund; (l) Pacific
Investment  Management  Company for the ASMT PIMCO Total Return Bond  Portfolio;
(m) 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.

         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.

         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.

     American  Century  Companies,  Inc.  is  the  parent  of  American  Century
Investment Management, Inc.

     Zurich  Insurance  Company,  a leading  provider of insurance and financial
services,  owns  approximately 70% of Scudder Kemper,  with the balance owned by
Scudder Kemper's officers and employees.

     All of the voting stock of  Neuberger  Berman  Management  Inc. is owned by
Neuberger Berman Inc., a publicly traded company listed on the NYSE.

         Alliance Capital Management Corporation ("ACMC") is the general partner
of Alliance Capital Management,  L.P. ("Alliance") and a wholly owned subsidiary
of The Equitable  Life  Assurance  Society of the United  States  ("Equitable").
Equitable is the beneficial owner of an approximately 55.4% partnership interest
in  Alliance.  Alliance  Capital  Management  Holding  L.P.,  a  publicly-traded
company, owns an approximately 41.9% partnership interest in Alliance. Equitable
is a wholly owned subsidiary of AXA Financial, Inc., and AXA, a French insurance
holding company, owned as of June 30, 1999 approximately 58.2% of the issued and
outstanding shares of common stock of AXA Financial, Inc.

         Bank of America  N.A., a national  bank  subsidiary  of Bank of America
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.

     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.

         INVESCO Funds Group, Inc. is a subsidiary of AMVESCAP PLC.

         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"). Allianz AG ("Allianz") is
the majority  owner of PIMCO  Advisors and its  subsidiaries,  including  PIMCO.
Allianz is the world's second largest insurance company and is represented in 68
countries world-wide through subsidiaries, branch and representative offices and
other affiliated entities. Pacific Life Insurance Company holds an approximately
30% interest in PIMCO Advisors.

     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.

         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.

         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.


<PAGE>


         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.

         American  Century  Investment  Management,  Inc. for the ASMT  American
Century  International  Growth Portfolio:  Because of the large amount of assets
being  sub-advised  for the Investment  Manager by American  Century  Investment
Management,  Inc., the  Investment  Manager was able to negotiate a reduction to
the Sub-advisor's standard fee schedule.  This reduced fee schedule is an annual
rate  equal to .45% of the  combined  average  daily net  assets of the Fund and
certain series of American Skandia Trust that are managed by the Sub-advisor and
identified by the Sub-advisor  and ASISI as being similar to the Fund.  Prior to
May  1,  2000,   the   Investment   Manager  had  engaged   Rowe   Price-Fleming
International,  Inc. as Sub-advisor for the Portfolio (formerly the ASMT T. Rowe
Price International  Equity Portfolio),  for a total Sub-advisory fee 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 of the net assets over $20 million but not
in excess of $50  million;  plus .50% of the  portion of the net assets over $50
million.

         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.

         Scudder Kemper  Investments,  Inc. for the ASAF Kemper 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 $400  million;  plus .40% of the portion  over $400
million but not in excess of $900 million; plus .35% of the portion in excess of
$900 million.

     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.

         Alliance   Capital   Management  L.P.  for  the  ASAF  Alliance  Growth
Portfolio: An annual rate equal to .40% of the combined average daily net assets
of the Fund and the  series of  American  Skandia  Trust  that is managed by the
Sub-Adviser  and identified by the  Sub-advisor  and the  Investment  Manager as
being  similar to the Fund.  Between  December 31, 1998 and April 30, 2000,  the
Investment  Manager had engaged  OppenheimerFunds,  Inc. as Sub-advisor  for the
Fund at a total Sub-advisory fee 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.  Prior to January 1, 1999,  the  Investment  Manager had engaged
Robertson, Stephens & Company Investment Management, L.P. as Sub-advisor for the
Fund,  at a total  Sub-advisory  fee of .60% of the portion of the average daily
net assets of the Fund not in excess of $200  million;  plus .50% of the portion
of the net assets over $200 million.

         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.

         Sanford C.  Bernstein  & Co. for the ASAF  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
the Sub-Advisor and identified by the Sub-advisor and the Investment  Manager as
being similar to the Fund:  .1533% of the portion of the combined  average daily
net assets not in excess of $300  million;  plus .10% of the  portion of the net
assets over $300 million.  Notwithstanding  the foregoing,  the following annual
rate will apply for each day that the combined  average daily net assets are not
in excess of $300  million:  .40% of the first $10 million of  combined  average
daily net assets;  plus .30% on the next $40 million of combined  average  daily
net  assets;  plus .20% on the next $50 million of  combined  average  daily net
assets; plus .10% on the next $200 million of combined average daily net assets.
Prior to May 1, 2000, the Investment  Manager had engaged  Bankers Trust Company
as Sub-advisor for the Fund at a total  Sub-advisory  fee equal to the following
percentages of the combined  average daily net assets of the Fund and the series
of  American  Skandia  Trust  that was  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.

         Alliance  Capital  Management  L.P.  for the ASAF  Alliance  Growth and
Income  Portfolio:  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 the  Sub-Adviser  and identified by the Sub-advisor and
the Investment Manager as being similar to the Portfolio: .30% of the portion of
the combined average daily net assets not in excess of $1 billion;  plus .25% of
the portion over $1 billion but not in excess of $1.5 billion;  plus .20% of the
portion in excess of $1.5 billion.  Prior to May 1, 2000, the Investment Manager
had  engaged  Bankers  Trust  Company  as  Sub-advisor  for the  Fund at a total
Sub-advisory  fee 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:  Because of the large amount of assets being
sub-advised  for  the  Investment   Manager  by  American   Century   Investment
Management,  Inc., the  Investment  Manager was able to negotiate a reduction to
the Sub-advisor's standard fee schedule.  This reduced fee schedule is 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 the
Sub-advisor and identified by the  Sub-advisor  and Investment  Manager as being
similar to the Fund:  .45% of the portion of the average daily net assets of the
Fund not in excess of $50 million; plus .40% of the portion over $50 million but
not in excess of $100  million;  plus .35% of the portion  over $100 million but
not in excess of $500 million; plus .30% of the portion over $500 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 equal to the  following  percentages  of the combined
average  daily net assets of the  Portfolio  and the series of American  Skandia
Trust that is managed by J.P. Morgan Investment Management,  Inc. and identified
by it and ASISI as being  similar to the  Portfolio:  .09% of the portion of the
combined  average daily net assets not in excess of $500  million;  plus .06% of
the portion  over $500 million but not in excess of $1.5  billion;  plus .04% of
the portion over $1.5 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 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  March 1, 2000, Janus Capital  Corporation,  the Sub-advisor
for the ASMT Janus  Capital  Growth  Portfolio,  has  voluntarily  agreed to the
following revised fee schedule based on the combined average daily net assets of
the  Portfolio and the AST JanCap Growth  Portfolio of American  Skandia  Trust:
 .55% of the portion of the  combined  average  daily net assets not in excess of
$100  million;  plus .50% of the portion  over $100 million but not in excess of
$500 million; plus .45% of the portion over $500 million but not in excess of $2
billion;  plus  .40% of the  portion  over $2  billion  but not in  excess of $5
billion;  plus .375% of the  portion  over $5  billion  but not in excess of $10
billion; plus .35% of the portion in excess of $10 billion.

         Commencing May 1, 2000,  INVESCO Funds Group, Inc., the Sub-advisor for
the ASMT INVESCO  Equity Income  Portfolio,  has  voluntarily  agreed to waive a
portion of its fee so that the  following  fee  schedule  based on the  combined
average  daily net assets of the  Portfolio  and the AST INVESCO  Equity  Income
Portfolio is in effect:  .35% of the portion of the combined  average  daily net
assets not in excess of $1 billion; plus .30% of the portion over $1 billion.

         The sub-advisory fees paid by the Investment  Manager for each Fund and
Portfolio  that had  commenced  operations  prior to October 31,  1999,  for the
fiscal period from commencement of operations until October 31, 1997 and for the
fiscal years ended October 31, 1998 and October 31, 1999, were as follows:

<TABLE>
<CAPTION>
Name of Fund                                                      Period Ended          Year Ended            Year Ended
                                                                October 31, 1997     October 31, 1998      October 31, 1999

<S>                                                                    <C>                   <C>                  <C>
ASAF Founders International Small Capitalization Fund                  $284                  $18,941              $56,357

ASAF Janus Overseas Growth Fund                                        $0                    $66,472              $653,259

ASMT American Century International Growth Portfolio(1)                $2,329                $47,029              $108,959

ASAF Janus Small-Cap Growth Fund(2)                                    $320                  $25,777              $307,453

ASAF T. Rowe Price Small Company Value Fund                            $917                  $126,019             $332,996

ASAF Neuberger Berman Mid-Cap Growth Fund                              $0                    $853                 $101,131

ASAF Neuberger Berman Mid-Cap Value Fund                               $0                    $1,231               $83,233

ASAF Alliance Growth Fund(3)                                           $0                    $40,530              $149,346

ASAF Marsico Capital Growth Fund                                       $0                    $19,698              $1,268,283

ASMT Janus Capital Growth Portfolio                                    $4,725                $260,237             $3,071,198

ASAF Alliance Growth and Income Fund(4)                                $0                    $34,297              $242,657

ASMT INVESCO Equity Income Portfolio                                   $2,235                $114,014             $462,222

ASAF American Century Strategic Balanced Fund                          $839                  $45,233              $343,430

ASAF Federated High Yield Bond Fund                                    $365                  $53,150              $224,060

ASMT PIMCO Total Return Bond Portfolio                                 $1,714                $58,336              $293,262

ASMT JPM Money Market Portfolio                                        $204                  $15,061              $89,274
</TABLE>

(1)  For fiscal years 1997,  1998 and 1999,  the entire fee noted above was paid
     to Rowe  Price-Fleming  International,  Inc., the prior Sub-advisor for the
     Fund.

(2)  For fiscal  years 1997 and 1998,  the entire fee noted was paid to Founders
     Asset  Management LLC, the prior  Sub-advisor for the Fund. For fiscal year
     1999,  $10,776 was paid to Founders and $296,677 was paid to Janus  Capital
     Corporation.

(3)  For fiscal years 1997 and 1998, the entire fee noted was paid to Robertson,
     Stephens  & Company  Investment  Management,  L.P.  For  fiscal  year 1999,
     $19,192  was  paid  to   Robertson   Stephens  and  $130,154  was  paid  to
     OppenheimerFunds, Inc. (4) For fiscal year 1999, the entire fee noted above
     was paid to Lord, Abbett & Co., Inc., the prior Sub-advisor for the Fund.

         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,  Alliance  Growth  Fund,  and ASAF
Alliance  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 Kemper Small-Cap Growth Fund,
ASAF  Managed  Index  500  Fund,  and ASAF  MFS  Growth  Fund had not  commenced
operations prior to November 1, 1999.

         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
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 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. For the fiscal year ended October
31, 1999, the Company paid the  Administrator  $1,395,979 and the Trust paid the
Administrator $724,469.  These amounts do not include out-of-pocket expenses for
which the Administrator was reimbursed.

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 May 1, 2001 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: 1.70%

         ASAF AIM International Equity Fund: 1.60%

         ASAF Janus Overseas Growth Fund: 1.60%

         ASAF American Century International Growth Fund: 1.60%

         ASAF Janus Small-Cap Growth Fund: 1.30%

         ASAF Kemper Small-Cap Growth Fund: 1.30%

         ASAF T. Rowe Price Small Company Value Fund: 1.40%

         ASAF Neuberger Berman Mid-Cap Growth Fund: 1.35%

         ASAF Neuberger Berman Mid-Cap Value Fund: 1.35%

         ASAF Alliance Growth Fund: 1.30%

         ASAF Marsico Capital Growth Fund: 1.30%

         ASAF Janus Capital Growth Fund: 1.30%

         ASAF Managed Index 500 Fund: 1.00%

         ASAF Alliance Growth & Income Fund: 1.15%

         ASAF MFS Growth with Income Fund: 1.30%

         ASAF INVESCO Equity Income Fund: 1.20%

         ASAF American Century Strategic Balanced Fund: 1.20%

         ASAF Federated High Yield Bond Fund: 1.00%

         ASAF Total Return Bond Fund: 1.00%

         ASAF JPM Money Market Fund: 1.00%

         The Investment Manager may terminate the above voluntary  agreements at
any  time  after  May 1,  2001.  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, Incorporated.

         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 SEC 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, 1999,
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:                                                    $4,065,671
Brokerage Commissions (compensation from Supplemental
         Distribution Plans as described below under "The Distribution
         Plans"):                                                               $217,537
Other Compensation (compensation from other Distribution Plans):                $16,712,122
</TABLE>

         For the fiscal year ended  October  31,  1999,  aggregate  underwriting
commissions  were  $13,231,476 of which,  as noted above $0, was retained by the
Distributor.  For the fiscal year ended October 31, 1998, aggregate underwriting
commissions were $2,691,543,  of which, $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 "Class  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 Class
Plans permit the payment of certain fees from Fund assets to the Distributor, an
affiliate of the Investment Manager,  for its services and costs in distributing
Fund shares and providing for services to shareholder accounts. In addition, the
Company has adopted a Supplemental Distribution Plan and the Trust has adopted a
Distribution Plan (the "Supplemental  Plans," and together with the Class Plans,
the "Plans")  under Rule 12b-1 under the 1940 Act to permit the  Distributor  to
receive  brokerage  commissions  in  connection  with  purchases  and  sales  of
securities held by the Funds and the Portfolios, and to use these commissions to
promote the sale of shares of the Funds.

         Under the Plans,  the Distributor  may use the amounts  received to pay
various  distribution-related  expenses, such as advertising,  printing of sales
materials,  training sales personnel,  and compensating  broker-dealers who sell
shares of the  Company  and  provide  services  to  shareholder  accounts.  Such
broker-dealer compensation may include initial sales concessions,  ongoing sales
and  service  fees,   and   additional   marketing  fees  requested  by  selling
broker-dealers,  all as described below under "Dealer Compensation Information."
The Distributor may receive  compensation  under the Plans regardless of whether
it actually uses such compensation to pay distribution expenses. 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.

         The following  table shows,  for the twelve months ended  September 30,
1999, the nature and amount of the expenditures made under the Plans:

         Advertising and sales literature:             $1,123,018
         Printing of prospectuses and reports
                  for other than current
                  shareholders                           $220,409
         Compensation to sales personnel
                  (including direct expenses
                  of sales personnel)                  $4,931,782
         Compensation to dealers

                  (Class A shares)                     $1,507,083
         Compensation to dealers
                  (Class B shares)                    $78,607,009
         Compensation to dealers
                  (Class C shares)                     $4,863,486
         Compensation to dealers
                  (Class X shares)                     $7,783,403
         Purchase of Class X bonus
                  shares                               $5,710,821
         Other dealer compensation                        $88,210
         Conferences and seminars for
                  dealer personnel                        $19,542

         The  distribution  expenses  paid under the Plans will be  intended  to
result  in the sale of  shares  of the  Company's  various  Funds.  As a result,
amounts  incurred by a Fund or Portfolio  under the Plans  (including  brokerage
commissions  paid by a Fund or Portfolio  under the  Supplemental  Plans) may be
used in a manner that promotes the sale of shares of other Funds or  Portfolios.
Certain Funds of the Company may not be available for additional  investments or
for purchase by new investors.  Distribution  expenses that are not attributable
to a  particular  Fund or  Portfolio  will be  allocated  among  the  Funds  and
Portfolios on different bases (e.g.,  relative asset size and relative new sales
of the Funds or  Portfolios)  depending  on the  nature of the  expense  and the
manner in which the amount of such expense is determined.  Distribution expenses
that are attributable to a particular class of a Fund (e.g.,  sales concessions)
will be allocated to that class.

         The Plans  were  adopted  by a majority  vote of the  Directors  of the
Company and Trustees of the Trust, including at least a majority of Directors or
Trustees,  as applicable,  who are not "interested  persons" of the Funds or the
Portfolios  (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
meetings  called for the purpose of voting on the Plans. In approving the Plans,
the  Directors  of the Company  and the  Trustees  of the Trust  identified  and
considered  a  number  of  potential  benefits  which  the  Plans  may  provide,
including,  but not limited to, improving the  Distributor's  ability to attract
investments  by enabling it to compensate  broker-dealers  selling shares of the
Funds  adequately  and in the most  effective  manner,  and  that the  resulting
increases in assets  should enable the Funds and  Portfolios to achieve  greater
economies of scale and lower their per-share operating  expenses.  The Directors
also considered the benefit of promoting  shareholder  access to the services of
broker-dealer 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 and the Trustees of the Trust
believe that there is a reasonable  likelihood  that the Plans will benefit each
Fund and  Portfolio  and its  current  and  future  shareholders  in the  manner
contemplated.

         Each Plan,  pursuant to its terms,  remains in effect from year to year
provided  such  continuance  is approved  annually by vote of the  Directors  or
Trustees, as applicable,  in the manner described above. All material amendments
to the Plans must be approved by the Directors or Trustees,  as  applicable,  in
the manner  described  above.  The Class  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 or Portfolio  affected  thereby entitled to
vote thereon  under the 1940 Act. The  Supplemental  Plans may not be amended to
materially change the source of monies from which distribution expenses are paid
without approval of the shareholders of each Fund or Portfolio  affected thereby
entitled to vote thereon  under the 1940 Act. The Plans may be terminated at any
time, without payment of a penalty,  by vote of the majority of the Directors or
Trustees,  as  applicable,  who are not  interested  persons  of the Fund or the
Portfolio and have no direct or indirect financial interest in the operations of
the Plans, or by a vote of a "majority of the outstanding voting securities" (as
defined  in the 1940  Act) of the  class,  Fund or  Portfolio  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):

                                                  Concession                                     Concession
                                                  (as % of                                       (as % of
Amount of Purchase:                               offering                                       offering
- ------------------                                price)                                         price)
                                                  ------                                         ------
<S>       <C>                                         <C>                                            <C>
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.  The  Class C CDSC is  waived,  and the
one-year  exclusion on ongoing  compensation  does not apply, in cases where the
shareholder  has made  arrangements  with the  Company  and the dealer of record
waives the 1.00% fee upon sale.

         Additional  Dealer  Compensation.  In addition  to the amounts  paid to
dealers as  concessions  that are discussed  above with respect to each class of
the  Company's  shares,  the  Distributor  may enter into  special  compensation
arrangements  with dealers that have sold or are expected to sell large  amounts
of shares.  As of January 13, 2000,  the  Distributor  had entered into nineteen
such  arrangements,  one of which called for  compensation  based on a specified
percentage  of the value of shares held by the Dealer's  customers,  thirteen of
which called for  compensation  based on a specified  percentage of the value of
shares sold by the Dealer,  and five of which called for compensation based on a
combination of assets and sales. None of these payments will change the price an
investor pays for shares.

                        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 SEC 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  SEC,  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. For the fiscal year ended October 31, 1999,
aggregate brokerage commissions of $2,169,322 and $853,911 were paid in relation
to  brokerage  transaction  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.

         During the period  ended  October 31,  1997 and the fiscal  years ended
October 31, 1998 and October 31, 1999,  brokerage  commissions  were paid by the
ASMT American Century  International  Growth Portfolio to certain  affiliates of
Rowe Price-Fleming International, Inc., the former Sub-advisor of the Portfolio,
in the amount of $54, $821 and $1,924, respectively.  For the year ended October
31, 1999,  3.5% of the total brokerage  commissions  paid by this Portfolio were
paid to the affiliated brokers,  with respect to transactions  representing 3.7%
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  Alliance  Growth Fund, by this Fund in the
amount of $3,542. During the fiscal years ended October 31, 1998 and October 31,
1999,  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 and $150,  respectively.
For the year ended  October 31, 1999,  .21% of the total  brokerage  commissions
paid  by  this  Fund  were  paid  to the  affiliated  broker,  with  respect  to
transactions representing .13% of the Fund's total dollar amount of transactions
involving the payment of commissions.  During the fiscal years ended October 31,
1998 and October 31, 1999, 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 $1,812 and $10,650,  respectively.
For the year ended October 31, 1999,  16.8% of the total  brokerage  commissions
paid  by  this  Fund  were  paid  to the  affiliated  broker,  with  respect  to
transactions   representing   17.5%  of  the  Fund's  total  dollar   amount  of
transactions involving the payment of commissions. During the fiscal years ended
October  31,  1998 and  October 31,  1999,  brokerage  commissions  were paid to
Neuberger  Berman,  LLC by the ASAF  Neuberger  Berman Mid-Cap Value Fund in the
amount of $688 and $28,311,  respectively.  For the year ended October 31, 1999,
22.7% of the  total  brokerage  commissions  paid by this  Fund were paid to the
affiliated broker, with respect to transactions representing 23.9% of the Fund's
total dollar amount of transactions  involving the payment of  commissions.  For
the fiscal  year ended  October 31,  1999,  brokerage  commissions  were paid to
NationsBanc   Montgomery   Services,   LLC,  an  affiliate  of  Marsico  Capital
Management,  LLC,  by the ASAF  Marsico  Capital  Growth  Fund in the  amount of
$28,029.  For that period, 4.4% of the total brokerage  commissions paid by this
Fund  were  paid  to  the  affiliated  broker,   with  respect  to  transactions
representing  5.1% of the Fund's total dollar amount of  transactions  involving
the payment of commissions.

         In addition, as described above under "The Distribution Plans," certain
Funds and Portfolios directed brokerage  transactions to a broker-dealer  acting
as the clearing firm for the Company's  Distributor,  which acted as introducing
broker in  connection  with the  transactions.  The  table  below  reflects  the
commission  amounts  directed  to such  clearing  firm  for  each  such  Fund or
Portfolio,  the percentage of the Fund or  Portfolio's  total  commissions  this
represents,  and the  percentage of the Fund or  Portfolio's  total  transaction
value involving the payment of commissions that was directed in this manner.

<TABLE>
<CAPTION>
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
Fund Name                                                     Commissions          % of Total Fund  % of Dollar Amount of
                                                                                       Commissions  Fund Transactions

- ------------------------------------------------------- ------------------ ------------------------ -------------------------
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
<S>                                                               <C>                         <C>                       <C>
ASAF Janus Overseas Growth Fund                                   499,227                     4.2%                      7.3%
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
ASMT American Century International Growth Portfolio              $54,705                     5.7%                      6.7%
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
ASAF Janus Small-Cap Growth Fund                                  102,880                     6.5%                      4.5%
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
ASAF Neuberger Berman Mid-Cap Growth Fund                          63,201                     9.3%                     12.3%
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
ASAF Neuberger Berman Mid-Cap Value Fund                          124,948                    16.7%                     18.4%
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
ASAF Marsico Capital Growth Fund                                  640,612                     3.2%                      2.8%
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
ASMT Janus Capital Growth Portfolio                               580,029                    11.5%                     11.8%
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
ASAF Alliance Growth and Income Fund                              209,798                    12.5%                     13.3%
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
ASAF INVESCO Equity Income Fund                                   214,833                    21.6%                     25.9%
- ------------------------------------------------------- ------------------ ------------------------ -------------------------
</TABLE>

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.

         The  turnover   rates  for  the  ASAF  Founders   International   Small
Capitalization  Fund for the year  ended  October  31,  1998 and the year  ended
October  31, 1999 were 49% and 268%,  respectively.  The  increase in  portfolio
turnover resulted  primarily from a change in the portfolio manager  responsible
for the  management  of the Fund,  who is  expected  to engage in more  frequent
trading for the Fund than the prior  portfolio  manager.  The turnover rates for
the ASAF  Neuberger  Berman  Mid-Cap Value Fund for the period ended October 31,
1998 and the year ended  October  31, 1999 were 3% and 126%,  respectively.  The
Fund  commenced  operations  on August 19, 1998,  and the turnover  rate for the
period  ended  October 31, 1998  reflects the short length of the period and the
fact that the Fund's Sub-advisor  primarily was acquiring,  rather than trading,
portfolio securities during the period. The turnover rates for the ASAF Alliance
Growth Fund for the period ended October 31, 1998 and the year ended October 31,
1999 were 207% and 320%, respectively.  OppenheimerFunds, Inc. became the Fund's
Sub-advisor on December 31, 1998 and there was a change in the portfolio manager
responsible for the management of the Fund during 1999. Trading  precipitated by
these changes  resulted in the unusually  high  portfolio  turnover for the year
ended October 31, 1999.  The turnover rates for the ASMT PIMCO Total Return Bond
Fund for the year ended  October  31,  1998 and the year ended  October 31, 1999
were 418% and 145%,  respectively.  The  substantial  reduction in the portfolio
turnover  rate was caused in large part by the Fund's  decreased  use of certain
derivative instruments.

         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 American Century  International
Growth Fund (220  million);  ASAF AIM  International  Equity Fund (220 million);
ASAF Janus Overseas Growth Fund (100 million);  ASAF Janus Small-Cap Growth Fund
(100 million);  ASAF Kemper  Small-Cap  Growth Fund (220 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 Alliance Growth Fund (220 million);  ASAF Marsico Capital Growth
Fund (220 million);  ASAF Janus Capital Growth Fund (280 million);  ASAF Managed
Index  500 Fund  (220  million);  ASAF  Alliance  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.

<TABLE>
<CAPTION>
         The following table lists persons owning more than 5% of any class of the Fund's outstanding shares as of April 11, 2000.
                               American Skandia Advisor Funds, Inc., - Report of 5% or Greater Owners
                               ----------------------------------------------------------------------

                              As of April 11, 2000

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
          Fund and Share Class                      Owner Name                          Address                   Percent
                                                                                                                 Ownership

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

<S>                                       <C>                              <C>                                          <C>
ASAF Founders International Small         N/A                              N/A                                           N/A
Capitalization Fund Class A, B, C and X
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF AIM International Equity Fund        Ignacio Ossandon TTEE            Av El Bos Que Norte 0177 P3                 6.59%
Class A                                   Larrain Vial SA Corredora De     Santiago, Chile 6760238
                                          Bol

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
                                          Dennis Knight TTEE               1125 Park Brook Court                       5.40%
                                          Lonnie Knight TTEE               Milpitas, CA 95035-4601
                                          Dennis G. Knight and Lonnie M.
                                          Knight Family Trust UA DTD

                                          3/8/1999

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF AIM International Equity Fund        N/A                              N/A                                           N/A
Class B

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF AIM International Equity Fund        George C. White Member TTSS      221 Limited Liability Company               6.94%
Class C                                                                    5114 River Road
                                                                           P.O. Box 5160
                                                                           Vienna, WV 26105

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
                                          Donaldson Lufkin Jenrette        P.O. Box 2052                               9.65%
                                          Securities Corporation           Jersey City, NJ 07303

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF AIM International Equity Fund        State Street Bank & Trust Co     12601 Longmeadow Way                        5.76%
Class X                                   Cust for the IRA of              Bakersfield, CA 93312-4637
                                          FBO Roger Paulson

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
                                          State Street Bank & Trust Co.    5295 Smithfield                             5.71%
                                          Cust for the IRA Rollover of     Melbourne, FL 32934-7869
                                          FBO David W Myer

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
                                          State Street Bank & Trust Co.    33874 Market Road                           5.01%
                                          Cust for the IRA of              Creswell, OR 97426
                                          FBO David L. Pratt

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF American Century International       Wells Fargo TTEE                 P.O. Box 9800 MAC #2141-028 MTL FD         11.96%
Growth Fund Class A                       American Skandia #5000149000     Calabasas, CA 91372

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF American Century International       N/A                              N/A                                           N/A
Growth 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 Fund   Fiserv Securities, Inc.          One Commerce Square                         5.16%
Class C                                   Attn: Mutual Funds Department    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 Kemper Small-Cap Growth Fund         American Skandia Investment      One Corporate Drive                        27.09%
Class A                                   Services, Inc.                   Shelton, CT 06484
                                          Fund Investment Seeding Account

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Kemper Small-Cap Growth Fund         N/A                              N/A                                           N/A
Class B
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
Kemper Small-Cap Growth Fund              Donaldson Lufkin Jenrette        P.O. Box 2052                               6.15%
Class C                                   Securities Corporation Inc.      Jersey City, NJ 07303

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Kemper Small-Cap Growth Fund         N/A                              N/A                                           N/A
Class X
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Neuberger Berman Mid-Cap Growth      N/A                              N/A                                           N/A
Fund Class A, B, C and X

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Neuberger Berman Mid-Cap Value       Wells Fargo TTEE                 P.O. Box 9800 MAC #2141-028 MTL FD          6.26%
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 Alliance Growth Fund Class A, B, C   N/A                              N/A                                           N/A
and X
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Marsico Capital Growth Fund          N/A                              N/A                                           N/A
Class B, C and X
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Janus Capital Growth Fund            N/A                              N/A                                           N/A
Class A, B, C and X
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Managed Index 500 Fund Class A, B    N/A                              N/A                                           N/A
and C
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Managed Index 500 Fund Class X       State Street Bank & Trust Co.    2230 S. Wedgewood Drive                     6.57%
                                          Cust for the IRA of Odeen        Saint George, UT 84770
                                          Manning

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
                                          State Street Bank & Trust Co.    415 Yankee Trace Drive                      5.76%
                                          Cust for the IRA of FBO Arthur   Centerville, OH 45458
                                          R. Molineaux

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Alliance Growth and Income Fund      N/A                              N/A                                           N/A
Class A, B, C and X
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF MFS Growth with Income Fund Class A  Marquette Trust Company Cust     P.O. Box 11350                              6.65%
                                          Gold Star Transportation Inc     9424 Reeds Road
                                                                           Overland Park, KS 66207-2519

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF MFS Growth with Income Fund Class B  N/A                              N/A                                           N/A

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF MFS Growth with Income Fund Class C  B. Terry & Kathleen Skinner      7390 Seifert Road                           7.52%
                                          Ttees B. Terry Skinner CRT       Rome, NY 13440
                                          Trust

                                          UA DTD 2/14/92
                                          FBO Colgate University

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF MFS Growth with Income Fund Class X  State Street Bank & Trust Co.    86 N. Hillside Avenue                       5.31%
                                          Cust for the Rollover IRA of     Chatham, NJ 07928
                                          Daniel Orefice

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
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       First Union Securities, Inc.     111 East Kilbourn Avenue                    5.05%
Class A                                   A/C 1459-5511                    Milwaukee, WI 53202-6611
                                          Jeffery S. Berenson

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Federated High Yield Bond Fund       N/A                              N/A                                           N/A
Class 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                               8.17%
Class C                                   Securities Corporation Inc.      Jersey City, NJ 07303
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF Total Return Bond Fund               N/A                              N/A                                           N/A
Class X
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
ASAF JPM Money Market Fund                Citicorp USA Inc as collateral   1 Sansome Street #24                        8.21%
Class A                                   pledgee of Wilshire              San Francisco, CA 94104
                                          Associates, Inc.
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
                                          Mellon Bank NA Cust FBO SMM      429 SM Blvd #470                            7.58%
                                          Trust 1999-J                     Santa Monica, CA 90401
                                          U/A 12/08/1999

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

- ----------------------------------------- -------------------------------- ----------------------------------- --------------
- ----------------------------------------- -------------------------------- ----------------------------------- --------------
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 American Century  International  Growth 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 SEC.

Legal Counsel:

         Stradley Ronon Stevens & Young,  LLP,  located at 2600 Commerce Square,
Philadelphia, PA 19103-7098, serves as counsel to the Company.

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 SEC
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 SEC's  offices in  Washington,  D.C. The SEC  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,   1999,    together   with   the   notes   thereto   and   the   report   of
PricewaterhouseCoopers LLP, are attached to this SAI.


<PAGE>
                      AMERICAN SKANDIA ADVISOR FUNDS, INC.
                            SCHEDULES OF INVESTMENTS
                                OCTOBER 31, 1999

             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 -- 88.0%
  AUSTRALIA -- 5.7%
    Challenger
      International           58,825    $   153,693
    Chip Application*         49,900         47,380
    Davnet Ltd.*             255,850        117,388
    LibertyOne Ltd.*          62,625         77,420
    Multiemedia.Com Ltd.*    265,875         67,771
    Novogen Ltd.*             37,475         80,000
    PowerLan Ltd.144A         21,375         49,989
    Sausage Software Ltd.*    20,925         36,669
    Solution 6 Holdings
      Ltd.*                   10,900         47,788
    Solutions Ltd.*           74,075        109,041
    Sonic Healthcare Ltd.     11,575         44,994
    Westel Group Ltd.*       447,850         97,032
    Wine Planet Holdings
      Ltd.*                  279,725         41,889
                                        -----------
                                            971,054
                                        -----------
  BELGIUM -- 0.3%
    Creyf's SA*                1,975         49,508
                                        -----------
  CANADA -- 1.5%
    Agnico Eagle Mines Ltd.    6,075         48,942
    Eldorado Gold Corp.*      30,725         20,889
    Genesis Microchip,
      Inc.*                    2,650         43,394
    Goldcorp, Inc.*            7,475         48,278
    Meridian Gold, Inc.*       6,450         46,701
    Xenos Group, Inc.*144A     7,450         53,941
                                        -----------
                                            262,145
                                        -----------
  DENMARK -- 1.7%
    Damgaard AS*               2,275        120,635
    Vestas Wind Systems AS
      144A*                    1,275        166,767
                                        -----------
                                            287,402
                                        -----------
  EGYPT -- 0.4%
    Commercial
      International Bank
      [GDR]*144A               6,250         74,636
                                        -----------
  FINLAND -- 1.9%
    JOT Automation Group
      Oyj                     48,750        251,069
    Perlos Oyj*                3,550         58,207
    PMJ automec Oyj            1,350          8,386
                                        -----------
                                            317,662
                                        -----------
  FRANCE -- 5.8%
    ALTEN                        875         95,554
    Cegid*                       375         70,355
    Colas SA*                    675        139,551
    Consodata SA*              7,075        133,851
    FI System                    875         87,368
    Genesys*                   1,175         22,983
    Infogrames
      Entertainment SA*          850         78,708
    IPSOS*                     1,725         87,661
    Mecatherm SA               1,625         61,486
    Neopost SA*                3,375        116,706
    NRJ SA*                      275         85,555
                                        -----------
                                            979,778
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
  GERMANY -- 8.2%
    Brokat Infosystems AG*       950    $   113,329
    Ce Consumer Electronic
      AG                       1,850        166,250
    Fantastic Corp.*           1,225         84,977
    GFK AG*144A               11,225        316,186
    Intershop
      Communications AG*       2,175        268,609
    Kabel New Media*           5,325         74,438
    Kamps AG*                  1,975        108,981
    Telegate AG*               3,500        119,557
    Zapf Creation AG*          3,975        136,827
                                        -----------
                                          1,389,154
                                        -----------
  GREECE -- 0.5%
    Ideal Group SA*            1,950         80,156
    Intralot SA*                 350          8,922
                                        -----------
                                             89,078
                                        -----------
  HONG KONG -- 2.7%
    APT Satellite Holdings     5,500          2,832
    ASM Pacific Technology
      Ltd.                    28,000         32,975
    Automated Systems
      Holdings Ltd.          348,000        179,162
    Celestial Asia
      Securities Holdings
      Ltd.*                  860,000         85,230
    China Everbright Ltd.
      Warrants               410,000         65,963
    China Pharmaceutical,
      Inc.                    80,000         14,621
    Computer & Technologies
      Holdings Ltd.*         206,000         53,028
    JCG Holdings Ltd.         56,000         30,453
                                        -----------
                                            464,264
                                        -----------
  INDONESIA -- 0.1%
    PT Kalbe Farma*          116,000         14,447
                                        -----------
  IRELAND -- 1.6%
    Grafton Group PLC          1,975         43,592
    Iaws Group PLC             9,575         47,300
    ITG Group PLC*             8,650         58,641
    Jurys Doyle Hotel Group
      PLC                      4,775         41,154
    Kingspan Group PLC*       16,000         40,024
    Waterford Wedgwood PLC    42,900         45,541
                                        -----------
                                            276,252
                                        -----------
  ISRAEL -- 0.8%
    BATM Advanced
      Communications Ltd.      2,750        143,159
                                        -----------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
ITALY -- 3.2%
    Buffetti SPA              10,025    $    83,135
    ERG SPA                   29,100         92,674
    Gruppo Coin SPA*          18,200        179,814
    Tiscali SPA*144A           1,400         96,249
    Trenno (Societa) SPA*     12,675         93,654
                                        -----------
                                            545,526
                                        -----------
  JAPAN -- 24.2%
    Able, Inc.*                2,000        183,978
    Acces Co. Ltd.*                1        147,566
    Alpha Systems, Inc.        2,000        277,883
    Arcland Sakamoto Co.
      Ltd.*                    5,000         83,844
    Arrk Corp.*                3,000        106,363
    Avex, Inc.*                  800        168,647
    Cecile Co. Ltd.            1,200         58,873
    Chiyoda Integre Co.
      Ltd.*                    7,000        114,699
    Cresco Ltd.*               1,500        127,923
    Daisyo Corp.*              4,000         54,235
    Fuso Lexel, Inc.*          7,000        146,895
    H.I.S. Co. Ltd.            4,160        165,427
    Happinet Corp.*              900         51,744
    Ichiyoshi Securities
      Co. Ltd.*                6,000         37,486
    Japan Lifeline Co.
      Ltd.*                    1,000         22,039
    Kappa Create Co. Ltd.*     4,000        126,485
    Koei Co. Ltd.*             2,400         92,679
    Komatsu Electronic
      Metals Co. Ltd.*         3,800         39,325
    Kuroda Electric Co.
      Ltd.*                      200         11,460
    Matsuya Foods Co. Ltd*     2,000        137,601
    Medical Support Co.
      Ltd.*                    1,000         46,857
    Megane Top Co. Ltd.*       4,000        176,313
    Meiki Co. Ltd.*            6,000        139,996
    Mimasu Semiconductor
      Industry Co. Ltd.*       3,700         77,113
    Musashi Seimitsu
      Industry Co.*            3,000         43,120
    New Japan Radio Co.
      Ltd.*                    1,000          8,528
    NIDEC Copal Electronics
      Corp.*                   8,000        125,719
    Nishimatsuya Chain Co.
      Ltd.*                    3,000        143,733
    Nitori Co.*                1,000         41,204
    Okamura Corp.             26,000         97,164
    Paltek Corp.*              2,000         99,655
    PCA Corp.*                 1,418         65,900
    Q'Sai Co. Ltd.*            1,000         68,896
    Star Micronics Co.
      Ltd.*                    5,000         69,950
    Stella Chemifa Corp.*      2,000        121,694
    Tanseisha Co. Ltd.*        7,500         50,307
    Toyo Corp.*                3,000         81,928
    Uchida Yoko Co. Ltd.*     27,000        250,958
    Yokowo Co. Ltd.*          13,000        222,355
                                        -----------
                                          4,086,542
                                        -----------
  NETHERLANDS -- 0.2%
    Detron Group NV*           2,200         27,748
                                        -----------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
  NORWAY -- 0.4%
    Norman ASA*               15,950    $    75,230
                                        -----------
  PORTUGAL -- 0.6%
    ParaRede SGPS SA*          9,275         97,485
                                        -----------
  SINGAPORE -- 0.7%
    Elec & Eltek
      International Co.
      Ltd.                    23,000         78,200
    Informatics Holdings
      Ltd.*                   48,000         23,368
    NatSteel Broadway Ltd.    13,000         23,140
                                        -----------
                                            124,708
                                        -----------
  SOUTH AFRICA -- 0.8%
    Edgars Consolidated
      Stores Ltd.              4,700         45,891
    JD Group Ltd.              6,300         40,394
    Specialised Outsourcing
      Ltd.                    11,400         56,396
                                        -----------
                                            142,681
                                        -----------
  SPAIN -- 0.2%
    Transportes Azkar SA       3,250         28,420
                                        -----------
  SWEDEN -- 5.4%
    A-Com AB*144A              9,800        113,010
    Allgon AB Cl-B            13,350        179,876
    Connecta AB*144A           2,150         31,317
    Enlight Interactive AB
      Cl-B*                      725          8,360
    HiQ International AB*      3,675        104,832
    Information Highway AB     3,700        121,713
    JM Byggnads och
      Fastighets AB            2,050         38,570
    Technology Nexus AB*       2,975         25,098
    Telelogic AB*              7,550        123,722
    Teligent AB*              16,950        163,570
                                        -----------
                                            910,068
                                        -----------
  SWITZERLAND -- 5.5%
    Edipresse SA                 240         98,757
    Esec Holdings AG              60         90,567
    Gretag Imaging Group         700         88,663
    Kaba Holding AG Cl-B*        230        169,058
    Kudelski SA*                  15         62,412
    Micronas Semiconductor
      Holding AG                 900        172,471
    Selecta Group                 75         26,530
    Straumann AG                 365        161,691
    Swisslog Holding AG          400         62,937
                                        -----------
                                            933,086
                                        -----------
  UNITED KINGDOM -- 15.6%
    Autonomy Corp. PLC*        8,050        174,283
    Baltimore Technologies
      PLC*                     4,050        124,606
    Bloomsbury Publishing
      PLC*                     8,350         69,535
</TABLE>


<PAGE>
ASAF FOUNDERS INTERNATIONAL
SMALL CAPITALIZATION FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
    Capital Radio PLC          4,850    $    79,504
    Dialog Semiconductor
      PLC* 144A               10,450        269,094
    Eidos PLC [ADR]*           3,125        218,164
    Electronics Boutique
      PLC*                    42,775         68,084
    F.I. Group PLC             6,050         51,722
    Guardian IT PLC           11,275        123,033
    Incepta Group PLC         31,300         32,614
    Independent Energy
      Holdings PLC [ADR]*      6,800        184,025
    Kewill Systems PLC        13,350        147,866
    Matalan PLC                7,775        173,509
    Pace Micro Tech PLC       11,700         52,460
    Psion PLC                  5,625        141,220
    Redstone Telecom PLC       6,800         21,926
    RM PLC                     7,325         75,123
    Select Appointments
      Holdings PLC*           12,500        214,548
    Trafficmaster PLC*         5,450         44,715
    VideoLogic Group PLC*     19,400         54,117
    Wetherspoon, (J.D.) PLC   13,150         73,257
    Whatman PLC                7,025        126,801
    Xaar PLC*                 44,325         99,281
                                        -----------
                                          2,619,487
                                        -----------
TOTAL FOREIGN STOCK
  (Cost $13,870,125)                     14,909,520
                                        -----------
U.S. STOCK -- 1.9%
  COMPUTER SERVICES & SOFTWARE -- 1.1%
    4front Technologies,
      Inc.*                    7,550        102,868
    BackWeb Technologies
      Ltd.*                    4,425         93,202
                                        -----------
                                            196,070
                                        -----------
  TELECOMMUNICATIONS --0.8%
    AudioCodes Ltd.*           2,150        130,075
                                        -----------
TOTAL U.S. STOCK
  (Cost $349,603)                           326,145
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                               PAR
                              (000)          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 11.5%
    Federal Mortgage Corp.
      5.16%, 11/01/99
  (Cost $1,951,000)          $ 1,951    $ 1,951,000
                                        -----------
TOTAL INVESTMENTS -- 101.4%
  (Cost $16,170,728)                     17,186,665
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (1.4%)                         (245,076)
                                        -----------
NET ASSETS -- 100.0%                    $16,941,589
                                        ===========
</TABLE>

Foreign currency exchange contracts outstanding at October 31, 1999:

<TABLE>
<CAPTION>
                                                                   UNREALIZED
SETTLEMENT             CONTRACTS TO   IN EXCHANGE   CONTRACTS     APPRECIATION
MONTH         TYPE       RECEIVE          FOR        AT VALUE    (DEPRECIATION)
- -------------------------------------------------------------------------------
<S>          <C>       <C>            <C>           <C>          <C>
11/99        Buy AUD        67,331    $   43,442    $   42,922      $  (520)
 11/99       Buy EUR       226,103       239,433       237,779       (1,654)
11/99        Buy GBP       136,851       226,657       224,616       (2,041)
11/99        Buy HKD       188,432        24,252        24,251           (1)
11/99        Buy JPY    36,104,931       346,034       346,183          149
11/99        Buy SEK     1,267,707       154,679       153,938         (741)
                                      ----------    ----------      -------
                                      $1,034,497    $1,029,689      $(4,808)
                                      ==========    ==========      =======
</TABLE>

<TABLE>
<CAPTION>
                                                                   UNREALIZED
SETTLEMENT              CONTRACTS TO   IN EXCHANGE   CONTRACTS    APPRECIATION
MONTH          TYPE       DELIVER          FOR       AT VALUE    (DEPRECIATION)
- -------------------------------------------------------------------------------
<S>          <C>        <C>            <C>           <C>         <C>
11/99        Sell CHF       120,198     $ 78,974     $ 78,929       $    45
11/99        Sell EUR        26,511       27,920       27,893            27
11/99        Sell GBP        36,507        8,444        8,387            57
11/99        Sell JPY    27,656,392      263,007      265,209        (2,202)
11/99        Sell SGD         8,130        4,868        4,890           (22)
                                        --------     --------       -------
                                        $383,213     $385,308       $(2,095)
                                        ========     ========       =======
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

The following is a breakdown of the foreign stock portion of the Fund, by
industry classification, as of October 31, 1999. Percentages are based on net
assets.

<TABLE>
<CAPTION>
INDUSTRY
- --------
<S>                                          <C>
Automotive Parts                              0.3%
Beverages                                     0.2%
Broadcasting                                  1.0%
Building Materials                            0.5%
Business Services                             5.0%
Chemicals                                     0.7%
Clothing & Apparel                            1.1%
Computer Hardware                             1.9%
Computer Services & Software                 22.6%
Conglomerates                                 0.5%
Construction                                  1.3%
Electronic Components & Equipment             9.7%
Entertainment & Leisure                       2.7%
Financial -- Bank & Trust                     0.4%
Financial Services                            2.1%
Food                                          3.0%
Hotels & Motels                               0.2%
Machinery & Equipment                         4.1%
Medical Supplies & Equipment                  1.9%
Metals & Mining                               1.0%
Office Equipment                              2.1%
Oil & Gas                                     0.5%
Pharmaceuticals                               0.9%
Printing & Publishing                         1.6%
Real Estate                                   2.0%
Retail & Merchandising                        6.4%
Semiconductors                                5.5%
Telecommunications                            5.6%
Transportation                                1.1%
Utilities                                     2.1%
                                             -----
TOTAL                                        88.0%
                                             =====
</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 year, these securities amounted
        to 6.8% of net assets.

See Notes to Financial Statements.

<PAGE>

ASAF JANUS SMALL-CAP
GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
COMMON STOCK -- 84.4%
  ADVERTISING -- 4.0%
    DoubleClick, Inc.*       17,605    $  2,464,700
    Lamar Advertising Co.*   72,875       3,935,250
    TMP Worldwide, Inc.*     36,200       2,260,238
                                       ------------
                                          8,660,188
                                       ------------
  BROADCASTING -- 7.5%
    Acme Communications,
      Inc.*                  39,420       1,419,120
    ACTV, Inc.*              68,435       1,082,129
    Citadel Communications
      Corp.*                 72,805       3,517,392
    Cox Radio, Inc. Cl-A*    30,970       2,167,900
    Cumulus Media, Inc.
      Cl-A*                  58,255       2,089,898
    Entercom
      Communications
      Corp.*                 27,460       1,367,851
    Radio One, Inc.*         31,350       1,563,581
    Radio Unica Corp.*       48,550       1,389,744
    TIVO, Inc.*              25,185       1,079,807
    Wink Communications,
      Inc.*                  12,570         441,521
                                       ------------
                                         16,118,943
                                       ------------
  BUSINESS
    SERVICES -- 10.4%
    Adelphia Business
      Solutions, Inc.*       69,905       1,983,554
    Appnet Systems, Inc.*    45,815       1,995,816
    Brightpoint, Inc.*       61,605         483,214
    CIBER, Inc.*             32,325         527,302
    F5 Networks, Inc.*        9,270       1,286,213
    Foundry Networks,
      Inc.*                   6,245       1,183,428
    Informatica Corp.*       31,765       2,295,021
    Insweb Corp.*            24,745         445,410
    Internet Capital
      Group, Inc. Rights*       827          96,242
    Interwoven, Inc.*        13,220       1,036,118
    Jupiter
      Communications,
      Inc.*                  10,155         349,078
    Liberate Technologies,
      Inc.*                  59,060       4,023,463
    Pegasus Systems, Inc.*   27,115       1,159,166
    Phone.com, Inc.*         23,000       4,726,499
    Tanning Technology
      Corp.*                 27,250         957,156
                                       ------------
                                         22,547,680
                                       ------------
  CAPITAL GOODS -- 0.3%
    Mettler-Toledo
      International, Inc.*   22,510         671,079
                                       ------------
  COMPUTER HARDWARE -- 1.0%
    Insight Enterprises,
      Inc.*                  48,267       1,803,979
    Paradyne Networks,
      Inc.*                  12,215         371,031
                                       ------------
                                          2,175,010
                                       ------------
  COMPUTER SERVICES & SOFTWARE -- 21.9%
    Active Software, Inc.*    7,390         267,426
    Bluestone Software,
      Inc.*                   9,180         338,513
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                            SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
    Breakaway Solutions,
      Inc.*                   6,375    $    339,070
    Brio Technology, Inc.*   33,710         817,468
    Broadbase Software,
      Inc.*                  20,900         950,950
    BSQUARE Corp.*           19,255         761,776
    Calico Commerce, Inc.*   14,185         883,016
    Commerce One, Inc.*      30,715       5,259,943
    Concentric Network
      Corp.*                 89,640       2,297,025
    Cysive, Inc.*             6,850         394,303
    E.piphany, Inc.*          6,010         516,860
    ECsoft Group PLC
      [ADR]*                  5,065          68,378
    Emulex Corp.*            10,615       1,655,277
    Exodus Communications,
      Inc.*                  53,000       4,557,999
    Globix Corp.*            53,825       1,937,700
    internet.com LLC*        12,690         253,800
    Interspeed, Inc.*        13,630         150,782
    Intertrust
      Technologies Corp.*    39,345       2,144,303
    Jacada, Ltd.*            15,355         222,648
    JNI Corp.*                5,025         268,523
    Kana Communications,
      Inc.*                   7,280         612,430
    Keynote Systems, Inc.*    6,735         305,601
    Launch Media, Inc.*       8,120          88,305
    Marimba, Inc.*           20,455         582,968
    NaviSite, Inc.*          34,040       1,599,880
    Netcentives, Inc.*       28,370         475,198
    Netiq Corp.*              4,530         206,964
    Portal Software, Inc.*   21,585       1,411,119
    Quest Software, Inc.*     4,915         362,481
    Radware Ltd.*             7,175         369,064
    Razorfish, Inc.*         48,730       3,593,837
    Scient Corp.*            16,155       2,001,201
    Silverstream Software,
      Inc.*                  15,255         795,167
    Software.com, Inc.*      25,500       1,716,469
    Verio, Inc.*            117,765       4,394,106
    VerticalNet, Inc.        76,500       4,283,999
    Vitria Technology,
      Inc.*                   5,970         393,647
    Vixel Corp.*              2,655          84,960
                                       ------------
                                         47,363,156
                                       ------------
  CONSUMER PRODUCTS & SERVICES -- 1.1%
    Action Performance
      Companies, Inc.*       30,070         611,737
    Bally Total Fitness
      Holdings Corp.*        22,815         548,986
    Critical Path, Inc.*     15,415         705,236
    Martha Stewart Living
      Omnimedia, Inc.*       11,105         409,497
                                       ------------
                                          2,275,456
                                       ------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 5.9%
    Applied Micro Circuits
      Corp.*                 27,050       2,104,828
    Dionex Corp.*            36,070       1,602,861
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
    Galileo Technology Ltd.* 63,020    $  1,441,583
    Pittway Corp. Cl-A       36,570       1,206,810
    RF Micro Devices,
      Inc.*                  83,275       4,299,071
    Sawtek, Inc.*            48,135       1,973,535
                                       ------------
                                         12,628,688
                                       ------------
  ENTERTAINMENT & LEISURE -- 3.6%
    Ackerley Group, Inc.      8,355         139,424
    Championship Auto
      Racing Teams, Inc.*    52,125       1,195,617
    Playboy Enterprises,
      Inc. Cl-B*             40,705       1,043,066
    Premier Parks, Inc.*     73,220       2,118,804
    SFX Entertainment,
      Inc. Cl-A*             87,190       3,046,200
    World Wrestling
      Federation
      Entertainment, Inc.*   12,140         292,878
                                       ------------
                                          7,835,989
                                       ------------
  FINANCIAL -- BANK & TRUST -- 0.2%
    Digital Insight Corp.*    6,340         251,222
    Doral Financial Corp.    17,080         218,838
                                       ------------
                                            470,060
                                       ------------
  FINANCIAL
    SERVICES -- 0.8%
    Investors Financial
      Service Corp.          45,125       1,669,625
                                       ------------
  FOOD -- 0.6%
    Whole Foods Market,
      Inc.*                  37,245       1,266,330
                                       ------------
  HEALTHCARE
    SERVICES -- 1.4%
    Accredo Health, Inc.*    37,245       1,229,085
    Apria Healthcare
      Group, Inc.*           92,750       1,466,609
    InfoCure Corp.*          17,180         270,585
                                       ------------
                                          2,966,279
                                       ------------
  INSURANCE -- 0.6%
    Blanch, (E.W.)
      Holdings, Inc.         15,715       1,017,546
    StanCorp Financial
      Group, Inc.            11,330         287,499
                                       ------------
                                          1,305,045
                                       ------------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.0%
    Celera Genomics Group*    9,300         363,863
    Invitrogen Corp.*        57,030       1,425,750
    ViroPharma, Inc.*        13,615         284,213
                                       ------------
                                          2,073,826
                                       ------------
  PERSONAL SERVICES --0.2%
    Career Education
      Corp.*                 14,230         313,060
    Corinthian Colleges,
      Inc.*                   3,415          66,593
                                       ------------
                                            379,653
                                       ------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                            SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
  PHARMACEUTICALS -- 6.4%
    Abgenix, Inc.*            3,100    $    137,563
    ChiRex, Inc.*            45,755       1,292,579
    Enzon, Inc.*            193,475       5,671,235
    MedImmune, Inc.*         13,340       1,494,080
    Priority Healthcare
      Corp. Cl-B*            27,855         558,841
    Professional
      Detailing, Inc.*       25,740         643,500
    QLT PhotoTherapeutics,
      Inc.*                  94,800       4,017,150
                                       ------------
                                         13,814,948
                                       ------------
  PRINTING & PUBLISHING -- 1.5%
    Valassis
      Communications,
      Inc.*                  73,055       3,141,365
                                       ------------
  RETAIL & MERCHANDISING -- 2.7%
    Ames Department
      Stores, Inc.*          67,575       2,141,282
    Beyond.com Corp.*        59,510         550,468
    Liquid Audio, Inc.*         995          35,074
    pcOrder.com, Inc.*       16,725         827,888
    Rent-Way, Inc.*          35,530         590,686
    REX Stores Corp.*         4,615         132,104
    School Specialty,
      Inc.*                  98,890       1,464,808
                                       ------------
                                          5,742,310
                                       ------------
  SEMICONDUCTORS -- 7.0%
    Alpha Industries,
      Inc.*                  64,197       3,546,884
    ATMI, Inc.*              68,555       1,846,700
    Kopin Corp.*              6,810         286,020
    NVIDIA Corp.*            19,600         433,650
    Quicklogic Corp.*        20,470         376,136
    SDL, Inc.*               56,635       6,983,804
    Silicon Image, Inc.*      9,855         435,468
    TriQuint
      Semiconductor, Inc.*   13,355       1,068,400
                                       ------------
                                         14,977,062
                                       ------------
  TELECOMMUNICATIONS -- 5.5%
    Allied Riser
      Communications
      Corp.*                 88,300       1,594,919
    Caprock Communications
      Corp.*                 17,845         514,159
    Ditech Communications
      Corp.*                 12,065       1,060,212
    Efficient Networks,
      Inc.*                   4,410         187,425
    MCK Communications,
      Inc.*                   4,990         112,275
    Spanish Broadcasting
      Systems, Inc.*        100,900       2,686,462
    Splitrock Services,
      Inc.*                  49,145       1,075,047
    Terayon Communication
      Systems, Inc.*         31,250       1,367,188
</TABLE>


<PAGE>
ASAF JANUS SMALL-CAP
GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
    Viatel, Inc.*            62,425    $  2,083,434
    WinStar
      Communications,
      Inc.*                  31,485       1,222,012
                                       ------------
                                         11,903,133
                                       ------------
  UTILITIES -- 0.8%
    Avista Corp.             90,785       1,634,130
                                       ------------
TOTAL COMMON STOCK
  (Cost $135,334,600)                   181,619,955
                                       ------------
FOREIGN STOCK -- 1.4%
  AUTOMOBILE MANUFACTURERS -- 0.0%
    Ducati Motor Holding
      SPA -- (ITL)*          17,757          50,522
                                       ------------
  ENTERTAINMENT & LEISURE -- 0.3%
    Corporacion
      Interamericana de
      Entretenimento --
      (MXP)*                268,100         723,653
                                       ------------
  TELECOMMUNICATIONS -- 1.1%
    Cogeco Cable, Inc. --
      (CAD)*                 65,217         964,355
    Moffat Communications
      Ltd. -- (CAD)*         82,353       1,203,745
                                       ------------
                                          2,168,100
                                       ------------
TOTAL FOREIGN STOCK
  (Cost $2,911,274)                       2,942,275
                                       ------------
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 9.5%
    Federal Home Loan
      Mortgage Corp.
      5.16%, 11/01/99-
         12/09/99
  (Cost $20,345,533)        $20,400    $ 20,342,984
                                       ------------
COMMERCIAL PAPER -- 4.6%
    Prudential Funding
      Corp.
      5.20%, 11/01/99
  (Cost $10,000,000)         10,000      10,000,000
                                       ------------
<CAPTION>
                             SHARES
                             ------
<S>                         <C>        <C>
SHORT-TERM INVESTMENTS -- 0.2%
    Temporary Investment
      Cash Fund             210,389         210,389
    Temporary Investment
      Fund
                            210,389         210,389
                                       ------------
  (Cost $420,778)                           420,778
                                       ------------
TOTAL INVESTMENTS -- 100.1%
  (Cost $169,012,185)                   215,325,992
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.1%)                         (113,908)
                                       ------------
NET ASSETS -- 100.0%                   $215,212,084
                                       ============
</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>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

ASAF T. ROWE PRICE
SMALL COMPANY VALUE FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
COMMON STOCK -- 94.3%
  AIRLINES -- 1.6%
    Midwest Express
      Holdings, Inc.*         33,200    $   973,175
                                        -----------
  AUTOMOTIVE PARTS -- 1.7%
    Myers Industries, Inc.    29,410        413,578
    OEA, Inc.                 55,600        382,250
    TBC Corp.*                41,600        284,700
                                        -----------
                                          1,080,528
                                        -----------
  BUILDING MATERIALS -- 9.9%
    Cameron Ashley Building
      Products, Inc.*         50,600        436,425
    Giant Cement Holding,
      Inc.*                   16,500        315,563
    Gibraltar Steel Corp.     26,600        650,038
    Lone Star Technologies,
      Inc.*                   35,600        745,374
    Modine Manufacturing
      Co.                     23,500        584,563
    Republic Group, Inc.      44,500        767,624
    Skyline Corp.             26,600        661,675
    Synthetic Industries,
      Inc.*                   35,300        997,224
    Thomas Industries, Inc.   28,700        513,013
    U.S. Aggregates, Inc.*    35,300        421,394
                                        -----------
                                          6,092,893
                                        -----------
  BUSINESS SERVICES -- 1.1%
    IT Group, Inc.*           70,300        694,213
                                        -----------
  CHEMICALS -- 2.2%
    Arch Chemicals, Inc.      33,200        489,700
    Schulman, (A.), Inc.      25,900        403,069
    TETRA Technologies,
      Inc.*                   55,300        459,681
                                        -----------
                                          1,352,450
                                        -----------
  CLOTHING & APPAREL -- 1.1%
    Dan River, Inc. Cl-A*     55,500        294,844
    Unifi, Inc.*              30,600        367,200
                                        -----------
                                            662,044
                                        -----------
  COMPUTER HARDWARE -- 0.8%
    Analogic Corp.            17,700        464,625
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 3.4%
    Analysts International
      Corp.                   41,200        481,525
    CompuCom Systems, Inc.*   70,600        227,244
    Progress Software*        22,100        740,350
    SPSS, Inc.*               37,700        669,175
                                        -----------
                                          2,118,294
                                        -----------
  CONSUMER PRODUCTS & SERVICES -- 0.7%
    Culp, Inc.                31,100        215,756
    Packaged Ice, Inc.*       58,900        198,788
                                        -----------
                                            414,544
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                            SHARES           VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
  CONTAINERS & PACKAGING -- 4.6%
    Aptargroup, Inc.          35,300    $   948,688
    Ivex Packaging Corp.*     49,500        467,156
    Liqui-Box Corp.           15,500        852,500
    Shorewood Packaging
      Corp.*                  44,700        567,131
                                        -----------
                                          2,835,475
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 8.8%
    Electro Rental Corp.*     66,600        799,200
    FLIR Systems, Inc.*       30,600        434,138
    Franklin Electric Co.,
      Inc.                     9,000        649,125
    Landauer, Inc.            14,800        379,250
    Littelfuse, Inc.*         49,900      1,110,274
    Methode Electronics,
      Inc. Cl-A               61,900        990,399
    Nichols Research Corp.*   23,400        668,363
    Pioneer-Standard
      Electronics, Inc.       28,700        374,894
                                        -----------
                                          5,405,643
                                        -----------
  ENVIRONMENTAL SERVICES -- 0.9%
    Newpark Resources,
      Inc.*                   75,300        484,744
    Waterlink, Inc.*          17,900         58,175
                                        -----------
                                            542,919
                                        -----------
  EQUIPMENT SERVICES -- 1.4%
    Cort Business Services
      Corp.*                  33,000        670,313
    Unifirst Corp.            14,600        178,850
                                        -----------
                                            849,163
                                        -----------
  FINANCIAL -- BANK & TRUST -- 5.1%
    Community First
      Bankshares, Inc.        44,700        850,697
    First Republic Bank*      33,400        835,000
    Silicon Valley
      Bancshares*             45,000      1,468,124
                                        -----------
                                          3,153,821
                                        -----------
  FINANCIAL SERVICES -- 5.2%
    Allied Capital Corp.      55,600      1,115,474
    American Capital
      Strategies Ltd.         23,500        492,031
    First Financial Fund,
      Inc.**                  66,600        566,100
    Medallion Financial
      Corp.                   16,500        337,219
    Triad Guaranty, Inc.*     34,400        707,350
                                        -----------
                                          3,218,174
                                        -----------
  FOOD -- 0.8%
    International
      Multifoods Corp.        23,600        498,550
                                        -----------
  FURNITURE -- 0.6%
    Stanley Furniture Co.,
      Inc.*                   17,600        358,600
                                        -----------
  INSURANCE -- 5.3%
    Brown & Brown, Inc.       35,500      1,198,124
    Markel Corp.*              4,100        709,044
</TABLE>


<PAGE>
ASAF T. ROWE PRICE
SMALL COMPANY VALUE FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
    Medical Assurance, Inc.*  33,400    $   780,724
    Presidential Life Corp.   23,500        431,813
    PXRE Corp.                15,300        187,425
                                        -----------
                                          3,307,130
                                        -----------
  LUMBER & WOOD PRODUCTS -- 0.6%
    Deltic Timber Corp.       17,700        397,144
                                        -----------
  MACHINERY & EQUIPMENT -- 3.7%
    Alamo Group, Inc.         10,100         83,325
    Carbo Ceramics, Inc.      21,200        551,200
    Smith, (A.O.) Corp.       31,100        754,175
    TransTechnology Corp.     31,100        299,338
    Woodward Governor Co.     23,500        622,750
                                        -----------
                                          2,310,788
                                        -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 2.0%
    Lunar Corp.*              14,400        100,800
    Ocular Sciences, Inc.*    22,400        411,600
    Owens & Minor, Inc.       77,700        728,438
                                        -----------
                                          1,240,838
                                        -----------
  METALS & MINING -- 2.4%
    Homestake Mining Co.      29,900        250,413
    Layne Christensen Co.*    26,600        217,788
    Material Sciences
      Corp.*                  37,900        471,381
    Penn Virginia Corp.       28,700        561,443
                                        -----------
                                          1,501,025
                                        -----------
  OFFICE EQUIPMENT -- 4.1%
    Aaron Rents, Inc. Cl-A    15,000        231,563
    Aaron Rents, Inc. Cl-B    28,200        445,913
    CompX International,
      Inc.*                   37,000        684,500
    IDEX Corp.                31,100        765,837
    McGrath Rentcorp          23,000        391,000
                                        -----------
                                          2,518,813
                                        -----------
  OIL & GAS -- 3.6%
    Chieftan International,
      Inc.*                   44,700        854,888
    Cross Timbers Oil Co.     55,600        618,550
    Devon Energy Corp.        20,000        777,500
                                        -----------
                                          2,250,938
                                        -----------
  PAPER & FOREST PRODUCTS -- 1.3%
    CSS Industries, Inc.*     11,800        263,288
    Wausau-Mosinee Paper
      Corp.                   40,780        514,847
                                        -----------
                                            778,135
                                        -----------
  PERSONAL SERVICES -- 1.5%
    Matthews International
      Corp. Cl-A              37,900        952,238
                                        -----------
  PHARMACEUTICALS -- 0.5%
    Coulter Pharmaceutical,
      Inc.*                   18,400        312,800
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                            SHARES           VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
  REAL ESTATE -- 4.8%
    Glenborough Realty
      Trust, Inc. [REIT]      55,600    $   726,274
    Innkeepers USA Trust
      [REIT]                  49,900        430,388
    National Health
      Investors, Inc.
      [REIT]                   5,100         77,138
    Pacific Gulf
      Properties, Inc.
      [REIT]                  33,400        676,350
    Parkway Co. [REIT]        11,800        361,375
    Sun Communities, Inc.
      [REIT]                  22,100        704,437
                                        -----------
                                          2,975,962
                                        -----------
  RESTAURANTS -- 4.1%
    Consolidated Products,
      Inc.*                   44,699        514,039
    RARE Hospitality
      International, Inc.*    37,700        751,644
    Ruby Tuesday, Inc.        67,000      1,277,187
                                        -----------
                                          2,542,870
                                        -----------
  RETAIL & MERCHANDISING -- 4.9%
    Bon-Ton Stores, Inc.*     37,700        174,363
    Casey's General Stores,
      Inc.                    55,300        711,987
    Fred's, Inc.              28,700        344,400
    Goody's Family
      Clothing*               58,800        595,350
    Hancock Fabrics, Inc.     44,700        184,388
    Jo-Ann Stores, Inc.
      Cl-B*                   28,700        364,131
    Stein Mart, Inc.*        100,000        662,499
                                        -----------
                                          3,037,118
                                        -----------
  TRANSPORTATION -- 2.0%
    Hub Group, Inc. Cl-A*     21,600        410,400
    Landstar System, Inc.*    20,000        810,000
                                        -----------
                                          1,220,400
                                        -----------
  UTILITIES -- 3.6%
    Black Hills Corp.         35,300        794,250
    Cleco Corp.               23,500        778,438
    United Water Resources,
      Inc.                    20,000        675,000
                                        -----------
                                          2,247,688
                                        -----------
TOTAL COMMON STOCK
  (Cost $65,228,056)                     58,308,998
                                        -----------
PREFERRED STOCK -- 0.3%
    Cross Timbers Oil Co.
      $1.5625 Cl-A [CVT]
  (Cost $251,075)              7,400        209,050
                                        -----------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                 PAR)
                                (000          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
COMMERCIAL PAPER -- 5.6%
    Motorola, Inc.
      5.30%, 12/23/99         $1,000    $   992,344
    PPG Industries, Inc.
      5.30%, 11/05/99          1,000        999,411
    Wal-Mart Stores, Inc.
      5.28%, 12/02/99+         1,500      1,493,181
                                        -----------
  (Cost $3,484,936)                       3,484,936
                                        -----------
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
SHORT-TERM INVESTMENTS -- 2.0%
    Temporary Investment
      Cash Fund
  (Cost $1,237,206)          1,237,206  $ 1,237,206
                                        -----------
TOTAL INVESTMENTS -- 102.2%
  (Cost $70,201,273)                     63,240,190
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (2.2%)                 (1,358,557)
                                        -----------
NET ASSETS -- 100.0%                    $61,881,633
                                        ===========
</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 year, this security amounted to 2.4%
  of net assets.

See Notes to Financial Statements.

                                       27
<PAGE>   31

ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND

<TABLE>
<CAPTION>
- -----------------------------------------------------
                             SHARES             VALUE
- -----------------------------------------------------
<S>                        <C>           <C>
COMMON STOCK -- 55.5%
  AEROSPACE -- 0.3%
    General Dynamics
      Corp.                   4,300      $    238,381
    United Technologies
      Corp.                   3,100           187,550
                                         ------------
                                              425,931
                                         ------------
  AIRLINES -- 0.1%
    AMR Corp.*                1,900           120,650
    Delta Air Lines, Inc.       600            32,663
                                         ------------
                                              153,313
                                         ------------
  AUTOMOBILE MANUFACTURERS -- 0.8%
    Ford Motor Co.           13,400           735,325
    General Motors Corp.      4,300           302,075
                                         ------------
                                            1,037,400
                                         ------------
  AUTOMOTIVE PARTS -- 0.0%
    Delphi Automotive
      Systems Corp.           2,200            36,163
                                         ------------
  BEVERAGES -- 0.2%
    Anheuser-Busch
      Companies, Inc.         2,500           179,531
    Coors, (Adolph) Co.
      Cl-B                    2,600           144,300
                                         ------------
                                              323,831
                                         ------------
  BROADCASTING -- 0.6%
    CBS Corp.*               15,900           776,119
                                         ------------
  BUILDING MATERIALS -- 0.1%
    Centex Construction
      Products, Inc.          2,700            96,019
                                         ------------
  BUSINESS SERVICES -- 0.2%
    American Management
      Systems, Inc.*            500            12,938
    Navigant Consulting,
      Inc.*                   7,200           205,650
                                         ------------
                                              218,588
                                         ------------
  CAPITAL GOODS -- 0.1%
    Cummins Engine Co.,
      Inc.                    2,200           111,513
                                         ------------
  CHEMICALS -- 1.2%
    Dexter Corp.              5,600           196,350
    Dow Chemical Co.          8,100           957,825
    DuPont, (E.I.) de
      Nemours & Co.           6,500           418,844
                                         ------------
                                            1,573,019
                                         ------------
  CLOTHING & APPAREL -- 0.4%
    Abercrombie & Fitch
      Co. Cl-A*               1,400            38,150
    AnnTaylor Stores
      Corp.*                  6,700           285,169
    Jones Apparel Group,
      Inc.*                   2,000            63,250
    Tommy Hilfiger Corp.*     5,000           141,250
                                         ------------
                                              527,819
                                         ------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------
                            SHARES           VALUE
- -----------------------------------------------------
<S>                        <C>           <C>
  COMPUTER HARDWARE -- 2.8%
    Adaptec, Inc.*           37,500      $  1,687,499
    Apple Computer, Inc.*       400            32,050
    Dell Computer Corp.*      3,000           120,375
    Hewlett-Packard Co.      15,100         1,118,344
    International
      Business Machines
      Corp.                   7,500           737,813
                                         ------------
                                            3,696,081
                                         ------------
  COMPUTER SERVICES & SOFTWARE -- 5.4%
    Adobe Systems, Inc.         600            41,963
    America Online, Inc.*     7,400           959,688
    Cisco Systems, Inc.*     14,300         1,058,199
    Computer Associates
      International, Inc.     2,600           146,900
    Comverse Technology,
      Inc.*                   5,400           612,900
    Microsoft Corp.*         35,600         3,295,224
    Sterling Software,
      Inc.*                   2,800            61,425
    Symantec Corp.*           2,300           109,827
    Unisys Corp.*            14,800           358,900
    USWeb Corp.*              5,900           228,625
                                         ------------
                                            6,873,651
                                         ------------
  CONGLOMERATES -- 1.5%
    Corning, Inc.            15,500         1,218,687
    Tyco International
      Ltd.                   18,600           742,838
                                         ------------
                                            1,961,525
                                         ------------
  CONSTRUCTION -- 0.2%
    Centex Corp.              5,000           134,063
    Dycom Industries,
      Inc.*                   2,800            91,175
    Pulte Corp.               2,800            56,350
                                         ------------
                                              281,588
                                         ------------
  CONSUMER PRODUCTS & SERVICES -- 1.4%
    Eastman Kodak Co.         3,300           227,494
    Fortune Brands, Inc.      3,800           134,663
    Premark
      International, Inc.     8,600           470,850
    Procter & Gamble Co.      6,700           702,662
    Tupperware Corp.          4,700            93,119
    Universal Corp.           4,800           112,800
    Whirlpool Corp.           1,500           104,531
                                         ------------
                                            1,846,119
                                         ------------
  CONTAINERS & PACKAGING -- 0.2%
    Ball Corp.                4,400           177,375
    Sealed Air Corp.*         1,600            88,600
                                         ------------
                                              265,975
                                         ------------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- -----------------------------------------------------
                             SHARES             VALUE
- -----------------------------------------------------
<S>                        <C>           <C>
ELECTRONIC COMPONENTS & EQUIPMENT -- 2.1%
    American Power
      Conversion Corp.*       3,100      $     69,556
    Electronics for
      Imaging, Inc.*         14,800           596,625
    General Electric Co.     11,200         1,518,299
    PerkinElmer, Inc.*        3,500           142,844
    Rockwell
      International Corp.     3,800           184,063
    Teleflex, Inc.            1,100            37,469
    Texas Instruments,
      Inc.                    1,900           170,525
                                         ------------
                                            2,719,381
                                         ------------
  ENTERTAINMENT & LEISURE -- 0.4%
    Anchor Gaming*            1,600            97,600
    Carnival Corp.            2,500           111,250
    Pixar, Inc.*              2,000            76,125
    Station Casinos,
      Inc.*                   2,700            65,306
    Viacom, Inc. Cl-B*        4,800           214,800
                                         ------------
                                              565,081
                                         ------------
  EQUIPMENT SERVICES -- 0.3%
    Hertz Corp. Cl-A          6,800           294,950
    Millipore Corp.           1,900            60,563
                                         ------------
                                              355,513
                                         ------------
  FINANCIAL -- BANK & TRUST -- 3.8%
    BankAmerica Corp.         8,800           566,500
    Chase Manhattan Corp.    24,400         2,131,949
    Fifth Third Bancorp       3,200           236,200
    Fleet Boston Corp.        6,300           274,838
    GreenPoint Financial
      Corp.                   2,800            79,800
    Old Kent Financial
      Corp.                   9,200           374,900
    Pacific Century
      Financial Corp.         1,900            43,344
    UnionBanCal Corp.        16,400           712,374
    Wells Fargo & Co.         3,700           177,138
    Zions Bancorp             6,700           394,881
                                         ------------
                                            4,991,924
                                         ------------
  FINANCIAL SERVICES -- 4.3%
    AMBAC Financial
      Group, Inc.            10,200           609,450
    Citigroup, Inc.           9,000           487,125
    Deluxe Corp.             12,900           364,425
    Fannie Mae               17,400         1,231,050
    Freddie Mac               9,200           497,375
    Merrill Lynch & Co.,
      Inc.                    1,100            86,350
    Morgan Stanley, Dean
      Witter & Co.           16,600         1,831,187
    Providian Financial
      Corp.                   4,600           501,400
                                         ------------
                                            5,608,362
                                         ------------
  FOOD -- 2.6%
    ConAgra, Inc.             4,300           112,069
    General Mills, Inc.       1,600           139,500
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------
                             SHARES           VALUE
- -----------------------------------------------------
<S>                         <C>         <C>
    Hormel Foods Corp.        4,900      $    211,313
    IBP, Inc.                19,700           471,568
    Keebler Foods Co.*       14,000           447,125
    Kroger Co.*              16,200           337,163
    Quaker Oats Co.          14,900         1,042,999
    Suiza Foods Corp.*        8,300           299,319
    The Earthgrains Co.       6,100           139,156
    Unilever NV NY Reg.*      2,932           195,528
                                         ------------
                                            3,395,740
                                         ------------
  HEALTHCARE SERVICES -- 1.1%
    Amgen, Inc.*             12,600         1,004,850
    MedQuist, Inc.*           2,200            70,400
    Oxford Health Plans,
      Inc.*                   8,500           100,406
    PacifiCare Health
      Systems, Inc.*          3,300           130,144
    United HealthCare
      Corp.*                  1,300            67,194
                                         ------------
                                            1,372,994
                                         ------------
  INSURANCE -- 1.0%
    American
      International
      Group, Inc.               950            97,791
    Arthur J. Gallagher &
      Co.                     4,100           212,175
    Lincoln National
      Corp.                  20,200           931,724
    Radian Group, Inc.        2,300           121,469
                                         ------------
                                            1,363,159
                                         ------------
  MACHINERY & EQUIPMENT -- 0.3%
    Ingersoll-Rand Co.        8,500           444,125
                                         ------------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.6%
    Bard, (C.R.), Inc.        7,300           393,744
    Forest Laboratories,
      Inc.*                   6,200           284,425
    Genzyme Corp.*            6,300           240,975
    Johnson & Johnson Co.     6,800           712,299
    Mallinckrodt, Inc.        4,500           152,719
    VISX, Inc.*               5,100           319,069
                                         ------------
                                            2,103,231
                                         ------------
  METALS & MINING -- 0.2%
    Alcan Aluminum Ltd.       3,800           125,163
    Alcoa, Inc.               2,200           133,650
                                         ------------
                                              258,813
                                         ------------
  OIL & GAS -- 3.1%
    Amerada Hess Corp.       23,900         1,371,262
    Anadarko Petroleum
      Corp.                   2,500            77,031
    Apache Corp.             14,600           569,400
    Atlantic Richfield
      Co.                     4,500           419,344
    Ensco International,
      Inc.                    7,200           139,500
    Mobil Corp.               7,300           704,450
    Noble Drilling Corp.*     1,300            28,844
    Texaco, Inc.              2,200           135,025
</TABLE>


<PAGE>
ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND

<TABLE>
<CAPTION>
- -----------------------------------------------------
                             SHARES             VALUE
- -----------------------------------------------------
<S>                        <C>           <C>
Union Pacific Resources
Group, Inc.                  37,300      $    540,850
    Vastar Resources,
      Inc.                    1,400            82,688
                                         ------------
                                            4,068,394
                                         ------------
  PAPER & FOREST PRODUCTS -- 0.7%
    Boise Cascade Corp.       1,900            67,688
    Georgia Pacific Group     3,800           150,813
    Kimberly-Clark Corp.      3,700           233,562
    Weyerhaeuser Co.          7,300           435,718
                                         ------------
                                              887,781
                                         ------------
  PHARMACEUTICALS -- 3.5%
    Allergan, Inc.            1,100           118,113
    Andrx Corp.*              4,500           214,875
    Biogen, Inc.*             3,300           244,613
    Bristol-Meyers Squibb
      Co.                    10,400           798,849
    IDEC Pharmaceuticals
      Corp.*                  1,600           185,900
    Ivax Corp.*              13,900           244,119
    Jones Pharma, Inc.        1,500            46,500
    Lilly, (Eli) & Co.        4,600           316,825
    MedImmune, Inc.*          2,100           235,200
    Merck & Co., Inc.         2,700           214,819
    Pfizer, Inc.              4,600           181,700
    Roberts
      Pharmaceutical
      Corp.*                  2,200            70,950
    Schering-Plough Corp.    21,400         1,059,299
    Warner-Lambert Co.        8,100           646,481
                                         ------------
                                            4,578,243
                                         ------------
  PRINTING & PUBLISHING -- 0.5%
    Lexmark International
      Group, Inc. Cl-A*         900            70,256
    Tribune Co.                 500            30,000
    Valassis
      Communications,
      Inc.*                  12,200           524,600
                                         ------------
                                              624,856
                                         ------------
  RAILROADS -- 0.1%
    Union Pacific Corp.       1,200            66,900
                                         ------------
  RESTAURANTS -- 0.4%
    Brinker
      International,
      Inc.*                   6,300           146,869
    Darden Restaurants,
      Inc.                    2,600            49,563
    Jack in the Box,
      Inc.*                   9,400           226,187
    Tricon Global
      Restaurants, Inc.*      1,600            64,300
                                         ------------
                                              486,919
                                         ------------
  RETAIL & MERCHANDISING -- 3.3%
    Best Buy Co., Inc.*       3,500           194,469
    Home Depot, Inc.         17,400         1,313,700
    Kohl's Corp.*             1,200            89,775
    TJX Companies, Inc.       1,500            40,688
    Wal-Mart Stores, Inc.    43,200         2,467,799
    Zale Corp.*               6,200           259,625
                                         ------------
                                            4,366,056
                                         ------------
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------
                             SHARES          VALUE
- -----------------------------------------------------
<S>                        <C>           <C>
  SEMICONDUCTORS -- 2.1%
    Applied Materials,
      Inc.*                  22,100      $  1,984,856
    Integrated Device
      Technology, Inc.*      15,600           320,775
    Lam Research Corp.*       1,500           126,656
    Motorola, Inc.            2,100           204,619
    National
      Semiconductor
      Corp.*                  5,400           161,663
                                         ------------
                                            2,798,569
                                         ------------
  TELECOMMUNICATIONS -- 7.1%
    AT&T Corp.               23,600         1,103,300
    Bell Atlantic Corp.       5,000           324,688
    BellSouth Corp.          27,200         1,223,999
    Comcast Corp. Cl-A        5,100           214,838
    Commscope, Inc.*          8,600           342,925
    Cox Communications,
      Inc. Cl-A*              4,900           222,644
    EchoStar
      Communications
      Corp. Cl-A*             2,000           123,750
    GTE Corp.                 5,900           442,500
    Lucent Technologies,
      Inc.                   18,600         1,195,050
    MCI WorldCom, Inc.*         300            25,744
    Nortel Networks Corp.     5,800           359,238
    QUALCOMM, Inc.*           1,600           356,400
    SBC Communications,
      Inc.                   27,135         1,382,188
    Sprint Corp. (FON
      Group)                 20,000         1,486,249
    Sprint Corp. (PCS
      Group)*                 2,600           215,638
    U.S. West, Inc.           1,300            79,381
                                         ------------
                                            9,098,532
                                         ------------
  TRANSPORTATION -- 0.1%
    Paccar, Inc.              2,700           127,238
    USFreightways Corp.       1,300            58,906
                                         ------------
                                              186,144
                                         ------------
  UTILITIES -- 1.4%
    DTE Energy Co.              900            29,869
    Energy East Corp.         5,300           133,163
    FPL Group, Inc.           2,100           105,656
    LG&E Energy Corp.         8,700           191,400
    Minnesota Power, Inc.     6,800           125,800
    Public Service
      Enterprise Group,
      Inc.                   11,700           462,881
    Reliant Energy, Inc.      4,100           111,725
    Southern Co.              9,700           257,656
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- -----------------------------------------------------
                             SHARES             VALUE
- -----------------------------------------------------
<S>                        <C>           <C>
Texas Utilities Co.           2,900      $    112,375
    UtiliCorp United,
      Inc.                   12,900           278,963
                                         ------------
                                            1,809,488
                                         ------------
TOTAL COMMON STOCK
  (Cost $65,349,427)                       72,354,859
                                         ------------
</TABLE>

<TABLE>
<CAPTION>
                               PAR
                              (000)
                              -----
<S>                         <C>          <C>
CORPORATE OBLIGATIONS -- 6.5%
  AIRLINES -- 0.1%
    Continental Airlines,
      Inc.
      8.00%, 12/15/05        $   200          186,000
                                         ------------
AUTOMOTIVE PARTS -- 0.2%
    Lear Corp. 144A
      7.96%, 05/15/05            250          245,313
                                         ------------
  BEVERAGES -- 0.2%
    Pepsi Bottling Group,
      Inc. 144A
      7.00%, 03/01/29            150          139,313
    Pepsi Bottling
      Holdings, Inc. 144A
      5.625%, 02/17/09           100           90,375
                                         ------------
                                              229,688
                                         ------------
  BROADCASTING -- 0.2%
    British Sky
      Broadcasting
      6.875%, 02/23/09           300          271,500
                                         ------------
  CHEMICALS -- 0.3%
    DuPont, (E.I.) de
      Nemours & Co.
      6.875%, 10/15/09           400          397,500
                                         ------------
  CONSUMER PRODUCTS & SERVICES -- 0.1%
    Fort James Corp.
      6.625%, 09/15/04           150          145,688
                                         ------------
  CONTAINERS & PACKAGING -- 0.1%
    Owens-Illinois, Inc.
      7.15%, 05/15/05            150          139,875
                                         ------------
  FINANCIAL -- BANK & TRUST -- 0.4%
    Fleet National Bank
      5.75%, 01/15/09            200          179,000
    NationsBank Corp.
      6.125%, 07/15/04           200          194,000
    Southern Investments
      UK
      6.80%, 12/01/06            100           95,125
                                         ------------
                                              468,125
                                         ------------
  FINANCIAL
    SERVICES -- 1.1%
    BMW Vehicle Owner
      Trust
      6.41%, 04/25/03            400          399,934
</TABLE>

<TABLE>
<CAPTION>
- -----------------------------------------------------
                                 PAR
                                (000)         VALUE
- -----------------------------------------------------
<S>                         <C>          <C>
    Ford Motor Credit Co.
      7.375%, 10/28/09       $   800     $    807,999
    Lehman Brothers
      Holdings, Inc.
      6.625%, 04/01/04           200          194,250
                                         ------------
                                            1,402,183
                                         ------------
  FOOD -- 0.2%
    Kroger Co.
      7.25%, 06/01/09        $   300     $    292,125
                                         ------------
  INSURANCE -- 0.4%
    Conseco, Inc.
      6.40%, 06/15/01            100           97,625
      9.00%, 10/15/06            400          402,000
                                         ------------
                                              499,625
                                         ------------
  MACHINERY & EQUIPMENT -- 0.3%
    Caterpillar, Inc.
      7.25%, 09/15/09            400          401,000
                                         ------------
  OIL & GAS -- 1.1%
    Enron Corp.
      6.625%, 11/15/05           350          336,438
      6.70%, 11/15/06            400          387,999
    Petroleum Geo-Services
      7.125%, 03/30/28           400          359,500
    USX Corp.
      6.65%, 02/01/06            300          286,875
                                         ------------
                                            1,370,812
                                         ------------
  PAPER & FOREST PRODUCTS -- 0.3%
    Abitibi-Consolidated,
      Inc.
      8.50%, 08/01/29            400          393,500
                                         ------------
  REAL ESTATE -- 0.1%
    Chelsea GCA Realty,
      Inc. [REIT]
      7.25%, 10/21/07            200          185,500
                                         ------------
  RETAIL & MERCHANDISING -- 0.7%
    Home Depot, Inc. 144A
      6.50%, 09/15/04            400          398,500
    Rite Aid Corp.
      6.70%, 12/15/01            150          122,250
    Wal-Mart Stores, Inc.
      6.875%, 08/10/09           400          402,000
                                         ------------
                                              922,750
                                         ------------
TELECOMMUNICATIONS -- 0.7%
    CSC Holdings, Inc.
      8.125%, 07/15/09           200          200,750
    GTE North, Inc.
      5.65%, 11/15/08            200          180,500
    Qwest Communications
      International, Inc.
      7.50%, 11/01/08            400          398,500
    TCI Communications,
      Inc.
      8.75%, 08/01/15            150          167,813
                                         ------------
                                              947,563
                                         ------------
TOTAL CORPORATE
  OBLIGATIONS
  (Cost $8,651,602)                         8,498,747
                                         ------------
</TABLE>


<PAGE>
ASAF AMERICAN CENTURY
STRATEGIC BALANCED FUND

<TABLE>
<CAPTION>
- -----------------------------------------------------
                                 PAR
                               (000)            VALUE
- -----------------------------------------------------
<S>                         <C>          <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 17.6%
    Federal Home Loan
      Mortgage Corp.
      7.00%, 06/01/14-
         08/01/29            $ 1,670     $  1,657,878
      7.50%, 08/01/29          1,862        1,869,680
                                         ------------
                                            3,527,558
                                         ------------
    Federal National
      Mortgage Assoc.
      5.16%, 11/01/99         10,326       10,326,000
      6.00%, 10/01/28          1,585        1,478,399
      6.50%, 08/15/04-
         01/01/28              3,924        3,814,540
      7.00%, 05/01/11-
         07/01/29              1,926        1,906,458
      7.50%, 09/01/14-
         07/01/29              1,489        1,497,094
                                         ------------
                                           19,022,491
                                         ------------
    Government National
      Mortgage Assoc.
      6.00%, 08/15/28            192          178,446
      6.50%, 05/15/28            239          228,581
                                         ------------
                                              407,027
                                         ------------
  (Cost $23,195,479)                       22,957,076
                                         ------------
U.S. TREASURY OBLIGATIONS -- 11.5%
    U.S. Treasury Bonds
      7.875%, 02/15/21         1,900        2,196,230
      5.25%, 11/15/28-
         02/15/29                300          259,553
                                         ------------
                                            2,455,783
                                         ------------
    U.S. Treasury Notes
      5.875%, 09/30/02           200          200,014
      5.75%, 11/30/02-
         08/15/03              3,050        3,036,307
      6.00%, 07/31/02-
         08/15/04                250          250,781
      6.625%, 07/31/01-
         05/15/06              2,500        2,583,813
      4.75%, 11/15/08          1,700        1,537,903
      5.50%, 03/31/00-
         05/15/09              4,900        4,883,749
                                         ------------
                                           12,492,567
                                         ------------
  (Cost $15,217,537)                       14,948,350
                                         ------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 1.0%
    Case Equipment Loan
      Trust Series 1998-B
      Cl-A4
      5.92%, 10/15/05            200          197,293
    CIT RV Trust Series
      1998-A Cl-A4
      6.09%, 02/15/12            100           98,488
    Comed Transitional
      Funding Trust Series
      1998-1 Cl-A6
      5.63%, 06/25/09            100           94,037
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------
                                 PAR
                               (000)            VALUE
- -----------------------------------------------------
<S>                         <C>          <C>
    General Motors
      Acceptance Corp.
      Series 1999-Cl
      Cl-A2
      6.17%, 05/15/33        $   150     $    139,022
    Morgan Stanley Capital
      I 1998-WF1 Cl-A2
      6.55%, 12/15/07            500          479,447
    Nationslink Funding
      Corp. Series 1998-2
      Cl-A1
      6.001%, 11/20/07            94           90,511
    Nationslink Funding
      Corp. Series 1999-1
      Cl-A2
      6.316%, 11/20/08           250          235,776
                                         ------------
  (Cost $1,382,987)                         1,334,574
                                         ------------
<CAPTION>
                            PRINCIPAL
                            IN LOCAL
                            CURRENCY
                              (000)
                            ---------
<S>                         <C>          <C>
FOREIGN BONDS -- 6.6%
  AUSTRALIA -- 0.2%
    Australian Government
      9.50%, 08/15/03            435          307,629
                                         ------------
  CANADA -- 0.3%
    Canadian Government
      5.00%, 03/15/00            440          299,124
      6.00%, 06/01/08            100           67,714
                                         ------------
                                              366,838
                                         ------------
  DENMARK -- 0.1%
    Kingdom of Denmark
      8.00%, 03/15/06            450           72,234
                                         ------------
  GERMANY -- 3.4%
    Deutschland Republic
      6.00%, 09/15/03          2,337        2,575,703
      4.12%, 07/04/08          1,900        1,849,216
                                         ------------
                                            4,424,919
                                         ------------
JAPAN -- 1.9%
    Japanese Government
      2.90%, 12/20/05        240,000        2,524,794
                                         ------------
  UNITED KINGDOM -- 0.7%
    United Kingdom
      Treasury
      9.00%, 10/13/08            450          904,844
                                         ------------
TOTAL FOREIGN BONDS
  (Cost $8,789,084)                         8,601,258
                                         ------------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- -----------------------------------------------------
                              SHARES            VALUE
- -----------------------------------------------------
<S>                         <C>          <C>
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 -- 98.7%
  (Cost $122,590,668)                     128,699,416
OTHER ASSETS LESS LIABILITIES -- 1.3%       1,703,195
                                         ------------
NET ASSETS -- 100.0%                     $130,402,611
                                         ============
</TABLE>

Cash with an aggregate market value of $318,750 has been segregated with the
custodian to cover margin requirements for the following open futures contracts
at October 31, 1999:

<TABLE>
<CAPTION>
                       EXPIRATION    NUMBER OF     UNREALIZED
DESCRIPTION              MONTH       CONTRACTS    APPRECIATION
- -----------            ----------    ---------    ------------
<S>                    <C>           <C>          <C>
S&P 500 Index            12/99           7          $173,100
S&P 500 Index            03/00           8            85,075
                                                    --------
                                                    $258,175
                                                    ========
</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 year, these securities amounted
        to 0.7% 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 -- 92.9%
  ADVERTISING -- 0.4%
    Outdoor Systems, Inc.
      9.375%, 10/15/06       $   75    $     78,000
      8.875%, 06/15/07          350         357,000
                                       ------------
                                            435,000
                                       ------------
  AEROSPACE -- 0.4%
    Anteon Corp.
      12.00%, 05/15/09          450         434,250
                                       ------------
  AUTOMOTIVE PARTS -- 3.0%
    Accuride Corp. Cl-B
      9.25%, 02/01/08           475         429,875
    Aftermarket Technology,
      Inc.
      12.00%, 08/01/04          100         101,000
    Aftermarket Technology,
      Inc. Cl-D
      12.00%, 08/01/04          325         328,250
    American Axle &
      Manufacturing, Inc.
      144A
      9.75%, 03/01/09           800         792,000
    French, (J.L.)
      Automotive Casting,
      Inc. 144A
      11.50%, 06/01/09          600         595,500
    HDA Parts System, Inc.
      144A
      12.00%, 08/01/05          250         241,250
    Lear Corp.
      9.50%, 07/15/06            50          50,625
      8.11%, 05/15/09 144A      700         672,315
    Oxford Automotive, Inc.
      10.125%, 06/15/07         300         271,500
                                       ------------
                                          3,482,315
                                       ------------
  BEVERAGES -- 0.7%
    National Wine & Spirits
      10.125%, 01/15/09         175         173,688
    Triarc Consumer
      Beverage Co. 144A
      10.25%, 02/15/09          625         593,750
                                       ------------
                                            767,438
                                       ------------
  BROADCASTING -- 6.5%
    Acme Television Co.
      Cl-B [STEP]
      10.635%, 09/30/04         575         508,875
    Big City Radio, Inc.
      [STEP]
      13.028%, 03/15/05         450         308,250
    Capstar Broadcasting
      Corp.
      9.25%, 07/01/07           100         102,500
    Chancellor Media Corp.
      9.00%, 10/01/08         1,425       1,467,750
</TABLE>
<TABLE>
<CAPTION>

- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
    Chancellor Media Corp.
      L.A. Cl-B
      10.50%, 01/15/07       $   50    $     54,500
      8.75%, 06/15/07            50          49,750
      8.125%, 12/15/07        1,525       1,509,749
    Cumulus Media, Inc.
      10.375%, 07/01/08         375         388,125

    Fox/Liberty Networks
      LLC
      8.875%, 08/15/07          400         406,000
      9.709%, 08/15/07
      [STEP]                    525         417,375
    Lamar Advertising
      8.625%, 09/15/07          100          98,500
    SFX Broadcasting, Inc.
      Cl-B
      10.75%, 05/15/06          200         223,834
    Sinclair Broadcasting
      Group, Inc.
      10.00%, 09/30/05          175         175,000
      9.00%, 07/15/07           425         399,500
      8.75%, 12/15/07           425         395,250
    UIH Australia Pacific,
      Inc. Cl-B [STEP]
      15.663%, 05/15/06         325         253,500
    United International
      Holdings, Inc. Cl-B
      [STEP]
      11.532%, 02/15/08       1,525         937,875
                                       ------------
                                          7,696,333
                                       ------------
  BUILDING MATERIALS -- 1.0%
    American Builders &
      Contractors Supply
      Co., Inc. Cl-B
      10.625%, 05/15/07         300         265,500
    Building Materials
      Holdings Corp.
      8.625%, 12/15/06          250         236,875
    Falcon Building
      Products, Inc. Cl-B
      [STEP]
      12.198%, 06/15/07         350         260,750
    Juno Lighting, Inc.
      144A
      11.875%, 07/01/09         150         135,750
    NCI Building Systems,
      Inc. Cl-B
      9.25%, 05/01/09           250         232,500
                                       ------------
                                          1,131,375
                                       ------------
  BUSINESS SERVICES -- 5.0%
    Dialog Corp. PLC Cl-A
      11.00%, 11/15/07          425         361,250
    e.spire Communications,
      Inc. [STEP]
      13.324%, 11/01/05         275         166,375
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
    Intermedia Communications,
    Inc. [STEP]
      9.733%, 05/15/06       $  100    $     82,500
      12.25%, 03/01/09        1,300         708,500
    Intermedia
      Communications, Inc.
      Cl-B
      10.56%, 07/15/07
      [STEP]                    850         590,750
      8.875%, 11/01/07           50          45,000
      8.60%, 06/01/08           275         243,375
    NEXTLINK
      Communications, Inc.
      9.00%, 03/15/08           150         141,375
      11.077%, 04/15/08
      [STEP]                    950         570,000
      10.75%, 06/01/09          500         511,250
      12.274%, 06/01/09
      [STEP]                  2,100       1,238,999
    Orion Network Systems
      11.25%, 01/15/07          450         335,250
    Sitel Corp.
      9.25%, 03/15/06           375         346,875
    U.S. Office Products
      Co.
      9.75%, 06/15/08           925         476,375
                                       ------------
                                          5,817,874
                                       ------------
  CABLE TELEVISION -- 6.0%
    Charter Communication
      Holdings LLC [STEP]
      9.92%, 04/01/11           775         461,125
    CSC Holdings, Inc.
      9.25%, 11/01/05           500         510,000
      9.875%, 05/15/06          400         414,000
      7.875%, 12/15/07           50          49,544
      9.875%, 02/15/13          300         312,000
    Diamond Holdings Co.
      PLC
      9.125%, 02/01/08          200         199,000
    Echostar DBS Corp.
      9.375%, 02/01/09        1,325       1,318,374
    International CableTel,
      Inc. Cl-B [STEP]
      9.743%, 02/01/06          125         110,313
    Lenfest Communications,
      Inc.

      8.375%, 11/01/05          150         154,125
    Pegasus Communications
      Corp. Cl-B
      9.625%, 10/15/05        1,000         975,000
      9.75%, 12/01/06           225         219,375
    Telewest Communications
      PLC
      10.802%, 10/01/07
      [STEP]                    800         733,000
      11.25%, 11/01/08          200         217,000
      9.25%, 04/15/09
      [STEP] 144A               600         367,500
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
    United Pan-Europe
      Communication Corp.
      [STEP] 144A
      12.446%, 08/01/09      $1,800    $    954,000
      13.375%, 11/01/09         375         198,750
                                       ------------
                                          7,193,106
                                       ------------
  CAPITAL GOODS -- 0.1%
    Buckeye Cellulose Corp.
      9.25%, 09/15/08           100         100,500
                                       ------------
  CHEMICALS -- 4.3%
    General Chemical
      Industry Products,
      Inc. 144A
      10.625%, 05/01/09         500         488,750
    Huntsman Corp. 144A
      9.50%, 07/01/07           625         581,250
    Huntsman ICI Chemicals
      144A
      10.125%, 07/01/09         400         402,000
    ISP Holdings, Inc. Cl-B
      9.00%, 10/15/03           400         391,000
    Lyondell Chemical Co.
      9.625%, 05/01/07 144A     150         150,375
      10.875%, 05/01/09       1,075       1,075,000
    Polymer Group, Inc.
      Cl-B
      9.00%, 07/01/07           550         529,375
      8.75%, 03/01/08           750         706,875
    Sterling Chemicals,
      Inc.
      12.375%, 07/15/06
      144A                      175         170,625
      11.75%, 08/15/06          450         285,750
    Texas Petrochemical
      Corp.
      11.125%, 07/01/06         300         244,500
                                       ------------
                                          5,025,500
                                       ------------
  CLOTHING & APPAREL -- 0.6%
    Boyds Collection Ltd.
      9.00%, 05/15/08            90          87,975
    GFSI, Inc. Cl-B
      9.625%, 03/01/07          475         315,875
    Pillowtex Corp.
      10.00%, 11/15/06          150          54,750
    Pillowtex Corp. Cl-B
      9.00%, 12/15/07           575         204,125
                                       ------------
                                            662,725
                                       ------------
  COMPUTER SERVICES & SOFTWARE -- 0.3%
    Alvey Systems, Inc.
      11.375%, 01/31/03          35          35,875
    DIVA Systems Corp. Cl-B
      [STEP]
      11.851%, 03/01/08         100          28,500
    Verio, Inc.
      11.25%, 12/01/08          250         262,188
                                       ------------
                                            326,563
                                       ------------
</TABLE>


<PAGE>
ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
  CONGLOMERATES -- 0.3%
    Eagle-Picher
      Industries, Inc.
      9.375%, 03/01/08       $  400    $    342,000
                                       ------------
  CONSTRUCTION -- 0.8%
    Building Materials
      Holdings Corp. Cl-B
      8.00%, 10/15/07           100          91,250
    Formica Corp.
      10.875%, 03/01/09         425         384,625
    MMI Products, Inc. Cl-B
      11.25%, 04/15/07          400         408,000
                                       ------------
                                            883,875
                                       ------------
  CONSUMER PRODUCTS & SERVICES -- 3.3%
    Albecca, Inc.
      10.75%, 08/15/08          350         253,750
    Amscan Holdings, Inc.
      9.875%, 12/15/07          425         346,375
    Chattem, Inc. Cl-B
      8.875%, 04/01/08          550         492,250
    Collins & Aikman Floor
      Coverings Corp.
      10.00%, 01/15/07          150         145,500
    Collins & Aikman
      Products Corp.
      11.50%, 04/15/06          450         430,875
    Diamond Brands
      Operating, Inc.
      10.125%, 04/15/08          50          38,750
      12.83%, 04/15/09
      [STEP]                     50           9,250
    Glenoit Corp.
      11.00%, 04/15/07          175          97,125
    NBTY, Inc. Cl-B
      8.625%, 09/15/07          400         342,000
    Playtex Family Products
      Corp.
      9.00%, 12/15/03           450         444,375
    Revlon Consumer
      Products Corp.
      8.625%, 02/01/08        1,500         817,500
    Sleepmaster, Inc. 144A
      11.00%, 05/15/09          150         150,750
    Volume Services America
      11.25%, 03/01/09          250         247,500
                                       ------------
                                          3,816,000
                                       ------------
  CONTAINERS & PACKAGING -- 1.1%
    Owens-Illinois, Inc.
      8.10%, 05/15/07           250         241,565
    Packaging Corp. of
      America, Inc. 144A
      9.625%, 04/01/09          250         250,000
</TABLE>
<TABLE>
<CAPTION>

- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
    Russell Stanley
      Holdings, Inc.
      10.875%, 02/15/09      $  300    $    274,500
    Stone Container Corp.
      12.25%, 04/01/02          400         404,000
    Tekni-Plex, Inc. Cl-B
      9.25%, 03/01/08           150         144,000
                                       ------------
                                          1,314,065
                                       ------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 1.3%
    Amphenol Corp.
      9.875%, 05/15/07          450         452,250
    SCG Holdings Corp. 144A
      12.00%, 08/01/09          250         256,250
    Viasystems, Inc. Cl-B
      9.75%, 06/01/07           100          80,500
    WESCO Distribution,
      Inc. Cl-B
      9.125%, 06/01/08          800         720,000
                                       ------------
                                          1,509,000
                                       ------------
  ENTERTAINMENT & LEISURE -- 3.4%
    AMF Group, Inc. [STEP]
      16.056%, 03/15/06         512         258,560
    Florida Panthers
      Holdings, Inc.
      9.875%, 04/15/09          700         661,500
    Premier Parks, Inc.
      9.25%, 04/01/06            75          71,813
      9.75%, 06/15/07           500         493,750
      10.321%, 04/01/08
      [STEP]                  2,150       1,408,249
    Regal Cinemas, Inc.
      9.50%, 06/01/08         1,125         860,625
    True Temper Sports,
      Inc.
      10.875%, 12/01/08         225         215,438
                                       ------------
                                          3,969,935
                                       ------------
  ENVIRONMENTAL SERVICES -- 2.3%
    Allied Waste North
      America Co. 144A
      10.00%, 08/01/09        1,475       1,261,125
    Allied Waste North
      America Co. Cl-B
      7.625%, 01/01/06        1,100         959,750
      7.875%, 01/01/09          525         444,938
                                       ------------
                                          2,665,813
                                       ------------
  FARMING & AGRICULTURE -- 0.1%
    Royster-Clark, Inc.
      144A
      10.25%, 04/01/09          125         113,125
                                       ------------
  FINANCIAL -- BANK & TRUST -- 1.3%
    GS Escrow Corp.
      7.125%, 08/01/05        1,300       1,195,441
    RBF Finance Co.
      11.375%, 03/15/09         350         371,000
                                       ------------
                                          1,566,441
                                       ------------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
FINANCIAL SERVICES -- 0.6%
    Caithness Coso Fund
      Corp. 144A
      9.05%, 12/15/09        $  500    $    495,000
    Unilab Finance Corp.
      144A
      12.75%, 10/01/09          250         251,250
                                       ------------
                                            746,250
                                       ------------
  FOOD -- 2.6%
    Agrilink Foods, Inc.
      11.875%, 11/01/08         500         445,000
    Ameriserv Food
      Distributor, Inc.
      8.875%, 10/15/06          100          65,500
      10.125%, 07/15/07       1,025         497,125
    Aurora Foods, Inc.
      9.875%, 02/15/07          250         255,625
    Dominos, Inc. Cl-B
      10.375%, 01/15/09         400         367,000
    Eagle Family Foods,
      Inc. Cl-B
      8.75%, 01/15/08           600         465,000
    International Home
      Foods, Inc.
      10.375%, 11/01/06         850         875,500
    Jitney-Jungle Stores,
      Inc.+
      10.375%, 09/15/07         150           3,750
    Nebco Evans Holding Co.
      [STEP]
      10.875%, 07/15/07         125          38,125
                                       ------------
                                          3,012,625
                                       ------------
  FURNITURE -- 0.2%
    Sealy Mattress Co. Cl-B
      9.875%, 12/15/07           50          48,750
      10.95%, 12/15/07
      [STEP]                    350         236,250
                                       ------------
                                            285,000
                                       ------------
  HEALTHCARE SERVICES -- 3.4%
    Alliance Imaging, Inc.
      9.625%, 12/15/05          450         492,750
    Columbia HCA
      Healthcare, Inc.
      6.91%, 06/15/05           800         724,560
    Everest Healthcare
      Services, Inc.
      9.75%, 05/01/08           225         204,750
    Genesis Health
      Ventures, Inc.
      9.25%, 10/01/06           200          71,000
      9.875%, 01/15/09          150          56,250
    Hudson Respiratory
      Care, Inc.
      9.125%, 04/15/08          250         196,250
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
    Tenet Healthcare Corp.
      8.00%, 01/15/05        $  850    $    799,000
      8.625%, 01/15/07          400         376,000
      7.625%, 06/01/08          100          88,500
      8.125%, 12/01/08        1,125       1,023,750
                                       ------------
                                          4,032,810
                                       ------------
  INDUSTRIAL PRODUCTS -- 1.3%
    Continental Global
      Group, Inc. Cl-B
      11.00%, 04/01/07          100          55,500
    Hexcel Corp.
      9.75%, 01/15/09           475         391,875
    ISG Resources, Inc.
      10.00%, 04/15/08          300         268,500
    Simmons Co.
      10.25%, 03/15/09           75          74,250
    United Industries Corp.
      144A
      9.875%, 04/01/09          300         270,000
    URS Corp. Series B 144A
      12.25%, 05/01/09          425         431,375
                                       ------------
                                          1,491,500
                                       ------------
  MACHINERY & EQUIPMENT -- 2.4%
    Blount, Inc. 144A
      13.00%, 08/01/09          425         438,813
    Clark Materials
      Handling Corp. Cl-D
      10.75%, 11/15/06          150         101,250
    Columbus McKinnon Corp.
      8.50%, 04/01/08           150         126,750
    National Equipment
      Services, Inc. Cl-B
      10.00%, 11/30/04           50          49,250
    National Equipment
      Services, Inc. Cl-D
      10.00%, 11/30/04          475         467,875
    Nationsrent, Inc.
      10.375%, 12/15/08         450         435,375
    United Rentals, Inc.
      9.25%, 01/15/09         1,075         986,312
    Wec Co. 144A
      12.00%, 07/15/09          250         236,250
                                       ------------
                                          2,841,875
                                       ------------
  MEDICAL SUPPLIES & EQUIPMENT -- 2.5%
    CONMED Corp.
      9.00%, 03/15/08           625         559,375
    Dade International,
      Inc. Cl-B
      11.125%, 05/01/06         475         491,625
</TABLE>


<PAGE>
ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
    Fisher Scientific
      International, Inc.
      9.00%, 02/01/08        $  500    $    472,500
      9.00%, 02/01/08           725         685,125
    Hanger Orthopedic
      Group, Inc. 144A
      11.25%, 06/15/09          250         243,750
    Kinetic Concepts, Inc.
      Cl-B
      9.625%, 11/01/07          725         474,875
                                       ------------
                                          2,927,250
                                       ------------
  METALS & MINING -- 2.8%
    AEI Resources, Inc.
      144A
      10.50%, 12/15/05          450         398,250
      11.50%, 12/15/06          300         262,500
    California Steel
      Industries 144A
      8.50%, 04/01/09           300         286,500
    Euramax International
      PLC
      11.25%, 10/01/06          350         351,750
    Metals USA, Inc.
      8.625%, 02/15/08          525         472,499
    Murrin Murrin Holdings
      PTY
      9.375%, 08/31/07          300         259,500
    National Steel Corp.
      Cl-D
      9.875%, 03/01/09          300         298,500
    Neenah Corp.
      11.125%, 05/01/07         375         347,813
    Neenah Corp. Cl-B
      11.125%, 05/01/07         225         208,688
    Republic Technologies,
      Inc. 144A
      13.75%, 07/15/09          400         372,000
    Ryerson Tull, Inc.
      8.50%, 07/15/01            50          50,202
                                       ------------
                                          3,308,202
                                       ------------
  OFFICE EQUIPMENT -- 0.3%
    Buhrmann U.S., Inc.
      144A
      12.25%, 11/01/09          400         398,000
                                       ------------
  OIL & GAS -- 2.8%
    Comstock Resources,
      Inc. 144A
      11.25%, 05/01/07          200         207,500
    Continental Resources,
      Inc.
      10.25%, 08/01/08          375         315,000
    Forcenergy, Inc.+
      8.50%, 02/15/07           300         247,500
    Forest Oil Corp.
      10.50%, 01/15/06          300         307,500
    Houston Exploration Co.
      Cl-B
      8.625%, 01/01/08          200         192,000
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
    Pogo Producing Co. Cl-B
      10.375%, 02/15/09      $  250    $    260,000
    Pride Petroleum
      Services, Inc.
      9.375%, 05/01/07          350         349,125
    R&B Falcon Corp.
      12.25%, 03/15/06          500         530,000
    Triton Energy Ltd.
      8.75%, 04/15/02           575         567,813
    Universal Compression
      Holdings [STEP]
      9.665%, 02/15/08          325         201,500
      12.454%, 02/15/09         100          55,500
                                       ------------
                                          3,233,438
                                       ------------
  PRINTING & PUBLISHING -- 0.9%
    Garden State
      Newspapers, Inc. Cl-B
      8.75%, 10/01/09           475         440,563
    Hollinger International
      Publishing Co.
      9.25%, 02/01/06-
      03/15/07                  425         418,625
    Ziff-Davis, Inc.
      8.50%, 05/01/08           150         139,875
                                       ------------
                                            999,063
                                       ------------
  RAILROADS -- 0.2%
    Railworks Corp.
      11.50%, 04/15/09          250         243,750
                                       ------------
  REAL ESTATE -- 1.3%
    HMH Properties, Inc.
      Cl-A
      7.875%, 08/01/05          400         370,000
    HMH Properties, Inc.
      Cl-B
      7.875%, 08/01/08          825         726,000
    HMH Properties, Inc.
      Cl-C
      8.45%, 12/01/08           450         409,500
                                       ------------
                                          1,505,500
                                       ------------
  RESTAURANTS -- 0.5%
    Advantica Restaurant
      Group, Inc.
      11.25%, 01/15/08          250         201,250
    Carrols Corp.
      9.50%, 12/01/08           450         374,625
                                       ------------
                                            575,875
                                       ------------
  RETAIL & MERCHANDISING -- 0.1%
    Community Distributors,
      Inc. Cl-B
      10.25%, 10/15/04          200         171,000
                                       ------------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
SEMICONDUCTORS -- 0.5%
    Fairchild Semiconductor
      Corp.
      10.375%, 10/01/07
      144A                   $  150    $    150,750
      10.75%, 04/15/09          550         475,750
                                       ------------
                                            626,500
                                       ------------
  TELECOMMUNICATIONS -- 24.4%
    American Cellular Corp.
      10.50%, 05/15/08          500         540,000
    Arch Communications,
      Inc.
      12.75%, 07/01/07          150         105,750
    Call-Net Enterprises,
      Inc. [STEP]
      8.949%, 08/15/07          425         278,375
      9.441%, 08/15/08          425         252,875
      11.162%, 05/15/09       1,700         964,750
    Centennial Cellular
      Corp.
      10.75%, 12/15/08          500         525,000
    Crown Castle
      International Corp.
      [STEP]
      10.483%, 05/15/11       1,100         654,500
      11.272%, 08/01/11
      144A                    1,000         600,000
    Dolphin Telecom PLC
      [STEP] 144A
      14.00%, 05/15/09          600         240,000
    Hermes Europe Railtel
      BV, Inc.
      11.50%, 08/15/07          750         750,000
      10.375%, 01/15/09         350         334,250
    ICG Holdings, Inc.
      [STEP]
      11.727%, 05/01/06         500         383,265
      10.82%, 03/15/07          525         345,471
    IXC Communications,
      Inc.
      9.00%, 04/15/08           500         500,000
    Lenfest Communications,
      Inc.
      8.25%, 02/15/08           250         251,250
    Level 3 Communications,
      Inc.
      9.125%, 05/01/08        1,500       1,406,250
      10.79%, 12/01/08
      [STEP]                  2,350       1,427,625
    McLeodUSA, Inc.
      9.918%, 03/01/07
      [STEP]                    875         693,438
      8.375%, 03/15/08          150         141,000
      8.125%, 02/15/09          700         651,000
    MetroNet Communications
      Corp. [STEP]
      10.282%, 06/15/08       1,000         782,500
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
    Millicom International
      Cellular, Inc. [STEP]
      13.416%, 06/01/06      $  850    $    620,500
    Nextel Communications,
      Inc. [STEP]
      10.845%, 09/15/07         700         528,500
      10.628%, 02/15/08       2,650       1,894,749
    Nextel International,
      Inc. [STEP]
      12.125%, 04/15/08          50          26,261
    Nextel Partners, Inc.
      [STEP]
      13.273%, 02/01/09         400         250,000
    NTL Communications
      Corp. Cl-B
      11.50%, 10/01/08          650         698,750
    NTL, Inc. Cl-B [STEP]
      10.369%, 04/01/08       2,125       1,444,999
      10.732%, 10/01/08       1,800       1,233,000
    Orange PLC
      8.00%, 08/01/08           550         551,375
    Paging Network, Inc.
      10.125%, 08/01/07          50          15,750
      10.00%, 10/15/08          325         102,375
    Pathnet, Inc.
      12.25%, 04/15/08          100          58,500
    PSINet, Inc.
      11.50%, 11/01/08          325         338,000
      11.00%, 08/01/09 144A     600         618,000
    PSINet, Inc. Cl-B
      10.00%, 02/15/05          425         418,625
    Qwest Communications
      International, Inc.
      [STEP]
      8.24%, 10/15/07           700         553,000
    RCN Corp. [STEP]
      12.214%, 10/15/07       1,050         732,375
    Rogers Cantel, Inc.
      8.80%, 10/01/07           225         227,250
    Telecommunications
      Techniques Co.
      9.75%, 05/15/08         1,200       1,146,000
    Telesystem
      International
      Wireless, Inc. Cl-B
      [STEP]
      14.691%, 06/30/07         800         412,000
      10.352%, 11/01/07          75          32,625
    Teligent, Inc.
      11.50%, 12/01/07          600         555,000
    Teligent, Inc. Cl-B
      [STEP]
      14.947%, 03/01/08         650         347,750
    Tritel PCS, Inc. [STEP]
      144A
      12.75%, 05/15/09          450         273,375
    Triton PCS, Inc. [STEP]
      13.458%, 05/01/08         725         503,875
    U.S. Unwired, Inc.
      [STEP] 144A
      13.375%, 11/01/09         500         263,750
</TABLE>


<PAGE>
ASAF FEDERATED
HIGH YIELD BOND FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
    US Xchange LLC
      15.00%, 07/01/08       $  400    $    393,000
    Viatel, Inc.
      11.25%, 04/15/08           75          71,625
      13.739%, 04/15/08
      [STEP]                  1,800       1,053,000
      11.50%, 03/15/09          100          97,000
    Williams Communications
      Group, Inc.
      10.875%, 10/01/09         875         903,438
    Winstar Communications,
      Inc. [STEP]
      8.386%, 03/15/08          625         553,125
                                       ------------
                                         28,744,871
                                       ------------
  TRANSPORTATION -- 2.7%
    Allied Holdings, Inc.
      Cl-B
      8.625%, 10/01/07          400         350,000
    Ameritruck Distribution
      Corp. Cl-B+*
      12.25%, 11/15/05           50           2,750
    Avis Rent A Car, Inc.
      144A
      11.00%, 05/01/09          350         362,250
    Gearbulk Holding Ltd.
      11.25%, 12/01/04          525         531,563
    Holt Group
      9.75%, 01/15/06           100          68,500
    Johnstown America
      Industries, Inc.
      11.75%, 08/15/05          250         255,625
    Motor Coach Industries,
      Inc. 144A
      11.25%, 05/01/09          400         404,000
    Stena AB
      10.50%, 12/15/05          350         343,875
      8.75%, 06/15/07           900         803,250
    Stena Line AB
      10.625%, 06/01/08         100          70,250
                                       ------------
                                          3,192,063
                                       ------------
  UTILITIES -- 1.2%
    CMS Energy Corp.
      7.50%, 01/15/09           525         483,121
    El Paso Electric Co.
      Cl-E
      9.40%, 05/01/11           300         327,609
    International Utility
      Structures, Inc.
      10.75%, 02/01/08          125         113,125
    Niagara Mohawk Power
      Corp. Cl-H [STEP]
      7.788%, 07/01/10          650         491,829
                                       ------------
                                          1,415,684
                                       ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $117,522,685)                   109,004,489
                                       ------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
COMMON STOCK -- 0.0%
  COMPUTER SERVICES & SOFTWARE -- 0.0%
    Diva Systems Corp.
      Warrants*                 300           2,400
                                       ------------
  OIL & GAS -- 0.0%
    R&B Falcon Corp.
      Warrants 144A*            275          55,137
                                       ------------
  TELECOMMUNICATIONS -- 0.0%
    Pathnet, Inc. Warrants
      144A*                     100           1,013
                                       ------------
TOTAL COMMON STOCK
  (Cost $0)                                  58,550
                                       ------------
PREFERRED STOCK -- 2.5%
  BROADCASTING -- 0.9%
    Benedek Communications
      Corp.
      11.50% [PIK]              100          77,500
    Capstar Communications,
      Inc. Cl-E
      12.625% [PIK]             564          67,963
    Cumulus Media, Inc.
      Cl-A
      13.75%                    278         304,410
    Sinclair Capital Cl-A
      $11.625                 5,600         562,800
                                       ------------
                                          1,012,673
                                       ------------
  CONTAINERS & PACKAGING -- 0.1%
    Packaging Corp of
      America, Inc.
      12.375% [PIK] 144A        793          84,653
                                       ------------
  FOOD -- 0.0%
    Nebco Evans Holding Co.
      11.25% [PIK]              645          19,673
                                       ------------
  HEALTHCARE SERVICES -- 0.0%
    River Holding Corp.
      Cl-B
      11.50% [PIK]              592          40,348
                                       ------------
  OIL & GAS -- 0.4%
    R&B Falcon Corp.
      13.875% [PIK]             425         419,418
                                       ------------
  PRINTING & PUBLISHING -- 1.1%
    Primedia, Inc. Cl-D
      10.00%                  5,700         561,449
    Primedia, Inc. Cl-F
      9.20%                   2,950         275,825
    Primedia, Inc. Cl-H
      8.625%                  5,250         454,125
                                       ------------
                                          1,291,399
                                       ------------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
TELECOMMUNICATIONS -- 0.0%
    Nextel Communications,
      Inc. Cl-E
      11.125% [PIK]              25    $     25,875
                                       ------------
TOTAL PREFERRED STOCK
  (Cost $3,078,123)                       2,894,039
                                       ------------
<CAPTION>
                              PAR
                             (000)
                             -----
<S>                          <C>       <C>
REPURCHASE AGREEMENTS -- 2.7%
  Greenwich Capital
    Markets, Inc., 5.15%,
    dated 10/29/99,
    maturing 11/01/99,
    repurchase price
    $3,182,365,
    (Collateralized by U.S.
    Treasury Notes, 5.75%,
    par value $3,187,000,
    market value
    $3,239,293, due
    11/30/02)
  (Cost $3,181,000)          $3,181       3,181,000
                                       ------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                          <C>       <C>
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment
      Cash Fund                 518    $        518
    Temporary Investment
      Fund                      518             518
                                       ------------
  (Cost $1,036)                               1,036
                                       ------------
TOTAL INVESTMENTS -- 98.1%
  (Cost $123,782,844)                   115,139,114
OTHER ASSETS LESS
  LIABILITIES -- 1.9%                     2,198,154
                                       ------------
NET ASSETS -- 100.0%                   $117,337,268
                                       ============
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.
+ Illiquid security. At the end of the year these securities amounted to 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 year, these securities amounted
        to 12.9% of net assets.

See Notes to Financial Statements.


<PAGE>

ASAF OPPENHEIMER
LARGE-CAP GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES        VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
COMMON STOCK -- 83.0%
  BROADCASTING -- 1.4%
    Infinity Broadcasting
      Corp.*                  24,500    $   846,781
                                        -----------
  CLOTHING & APPAREL -- 1.9%
    Abercrombie & Fitch Co.
      Cl-A*                   18,900        515,025
    Intimate Brands, Inc.     14,450        592,450
                                        -----------
                                          1,107,475
                                        -----------
  COMPUTER HARDWARE -- 3.3%
    Apple Computer, Inc.*      8,000        641,000
    Dell Computer Corp.*      11,700        469,463
    EMC Corp.*                11,400        832,200
                                        -----------
                                          1,942,663
                                        -----------
  COMPUTER SERVICES & SOFTWARE -- 10.6%
    America Online, Inc.*      9,200      1,193,125
    At Home Corp.*            11,200        418,600
    Cisco Systems, Inc.*      20,000      1,480,000
    Citrix Systems, Inc.*      8,000        513,000
    Compuware Corp.*          18,600        517,313
    Microsoft Corp.*          23,100      2,138,193
                                        -----------
                                          6,260,231
                                        -----------
  CONGLOMERATES -- 4.1%
    Tyco International Ltd.   61,000      2,436,188
                                        -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 6.4%
    E-Tek Dynamics, Inc.*      7,000        466,375
    Sanmina Corp.*             5,000        450,313
    Solectron Corp.*           9,900        744,975
    Tandy Corp.*              33,500      2,108,406
                                        -----------
                                          3,770,069
                                        -----------
  ENTERTAINMENT & LEISURE -- 0.5%
    Royal Caribbean Cruises
      Ltd.                     6,000        318,375
                                        -----------
  FINANCIAL -- BANK & TRUST -- 1.0%
    Fifth Third Bancorp        7,800        575,738
                                        -----------
  FINANCIAL SERVICES -- 3.8%
    Citigroup, Inc.           13,000        703,625
    Merrill Lynch & Co.,
      Inc.                     6,500        510,250
    Schwab, (Charles) Corp.   26,000      1,012,375
                                        -----------
                                          2,226,250
                                        -----------
  HEALTHCARE SERVICES -- 1.9%
    Amgen, Inc.*              14,000      1,116,500
                                        -----------
  INSURANCE -- 2.8%
    American International
      Group, Inc.             16,100      1,657,294
                                        -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 0.9%
    Medtronic, Inc.           16,000        554,000
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES        VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
  OIL & GAS -- 2.5%
    Mobil Corp.               15,100    $ 1,457,150
                                        -----------
  PHARMACEUTICALS -- 4.7%
    Biogen, Inc.*             16,300      1,208,238
    Genentech, Inc.*           2,000        291,500
    IDEC Pharmaceuticals
      Corp.*                   2,000        232,375
    Immunex Corp.*             4,000        252,000
    Waters Corp.*             15,200        807,500
                                        -----------
                                          2,791,613
                                        -----------
  PRINTING & PUBLISHING -- 2.3%
    Lexmark International
      Group, Inc. Cl-A*       17,200      1,342,675
                                        -----------
  RESTAURANTS -- 0.5%
    Outback Steakhouse,
      Inc.*                   12,800        294,400
                                        -----------
  RETAIL & MERCHANDISING -- 14.1%
    Bed, Bath & Beyond,
      Inc.*                    8,000        266,500
    Best Buy Co., Inc.*       27,900      1,550,193
    CVS Corp.                 20,200        877,438
    Gap, Inc.                 16,850        625,556
    Home Depot, Inc.          19,200      1,449,600
    Kohl's Corp.*             20,100      1,503,730
    Tiffany & Co.             20,500      1,219,750
    Wal-Mart Stores, Inc.     14,900        851,163
                                        -----------
                                          8,343,930
                                        -----------
  SEMICONDUCTORS -- 10.9%
    Intel Corp.               15,000      1,161,563
    JDS Uniphase Corp.*       23,000      3,838,124
    Vitesse Semiconductor
      Corp.*                  32,000      1,468,000
                                        -----------
                                          6,467,687
                                        -----------
  TELECOMMUNICATIONS -- 6.8%
    Lucent Technologies,
      Inc.                    16,100      1,034,425
    MCI WorldCom, Inc.*        8,000        686,500
    Nortel Networks Corp.     25,700      1,591,794
    Tellabs, Inc.*            11,000        695,750
                                        -----------
                                          4,008,469
                                        -----------
  UTILITIES -- 2.6%
    AES Corp.*                10,000        564,375
    Enron Corp.               23,600        942,525
                                        -----------
                                          1,506,900
                                        -----------
TOTAL COMMON STOCK
  (Cost $43,352,963)                     49,024,388
                                        -----------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES        VALUE
- ---------------------------------------------------
<S>                          <C>        <C>
SHORT-TERM INVESTMENTS -- 9.7%
    Temporary Investment
      Cash Fund              2,858,963  $ 2,858,963
    Temporary Investment
      Fund                   2,858,963    2,858,962
                                        -----------
  (Cost $5,717,925)                       5,717,925
                                        -----------
TOTAL INVESTMENTS -- 92.7%
  (Cost $49,070,888)                     54,742,313
OTHER ASSETS LESS
  LIABILITIES -- 7.3%                     4,329,728
                                        -----------
NET ASSETS -- 100.0%                    $59,072,041
                                        ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.

* 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 -- 94.5%
  AEROSPACE -- 0.6%
    AlliedSignal, Inc.        15,000    $    854,063
                                        ------------
  AUTOMOBILE MANUFACTURERS -- 1.0%
    Ford Motor Co.            27,000       1,481,625
                                        ------------
  BROADCASTING -- 1.4%

    CBS Corp.*                40,000       1,952,500
                                        ------------
  CHEMICALS -- 2.9%
    Dow Chemical Co.          18,000       2,128,500
    Rohm & Haas Co.           50,000       1,912,500
                                        ------------
                                           4,041,000
                                        ------------
  COMPUTER HARDWARE -- 2.6%
    Apple Computer, Inc.*     12,000         961,500
    International
      Business Machines
      Corp.                   27,000       2,656,125
                                        ------------
                                           3,617,625
                                        ------------
  COMPUTER SERVICES & SOFTWARE -- 7.5%
    Cadence Design
      Systems, Inc.*         105,000       1,594,688
    First Data Corp.          35,000       1,599,063
    Oracle Corp.*             35,000       1,664,688
    Sun Microsystems,
      Inc.*                   35,000       3,703,437
    Unisys Corp.*             85,000       2,061,249
                                        ------------
                                          10,623,125
                                        ------------
  CONGLOMERATES -- 1.1%
    Minnesota Mining &
      Manufacturing Co.       17,000       1,616,063
                                        ------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 5.5%
    Emerson Electric Co.      35,000       2,102,188
    Honeywell, Inc.           20,000       2,108,750
    Texas Instruments,
      Inc.                    40,000       3,590,000
                                        ------------
                                           7,800,938
                                        ------------
  FINANCIAL -- BANK & TRUST -- 7.9%
    Bank One Corp.            60,000       2,253,750
    BankAmerica Corp.         20,000       1,287,500
    Chase Manhattan Corp.     30,000       2,621,250
    Fleet Boston Corp.        55,000       2,399,375
    Wells Fargo & Co.         55,000       2,633,124
                                        ------------
                                          11,194,999
                                        ------------
  FINANCIAL SERVICES -- 1.2%
    Morgan Stanley, Dean
      Witter & Co.            15,000       1,654,688
                                        ------------
  FOOD -- 3.3%
    Heinz, (H.J.) Co.         45,000       2,148,750
    Ralston Purina Group      80,000       2,515,000
                                        ------------
                                           4,663,750
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                             SHARES         VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
  HEALTHCARE SERVICES -- 1.2%
    Columbia HCA
      Healthcare Corp.        70,000    $  1,688,750
                                        ------------
  INSURANCE -- 8.4%
    Ace Ltd.                 110,000       2,138,125
    Aetna, Inc.               45,000       2,261,250
    American General
      Corp.                   45,000       3,338,437
    AON Corp.                 75,000       2,662,500
    CIGNA Corp.               20,000       1,495,000
                                        ------------
                                          11,895,312
                                        ------------
  MACHINERY & EQUIPMENT -- 2.4%
    Black & Decker Corp.      30,000       1,290,000
    Deere & Co.               58,000       2,102,500
                                        ------------
                                           3,392,500
                                        ------------
  METALS & MINING -- 3.3%
    Alcoa, Inc.               45,000       2,733,750
    Phelps Dodge Corp.        35,000       1,973,125
                                        ------------
                                           4,706,875
                                        ------------
  OIL & GAS -- 11.7%
    Atlantic Richfield
      Co.                     20,000       1,863,750
    BP Amoco PLC [ADR]        24,000       1,386,000
    Coastal Corp.             70,000       2,948,750
    Mobil Corp.               35,000       3,377,499
    Schlumberger Ltd.         35,000       2,119,688
    Texaco, Inc.              35,000       2,148,125
    Total SA [ADR]            40,000       2,667,500
                                        ------------
                                          16,511,312
                                        ------------
  PAPER & FOREST PRODUCTS -- 2.6%
    International Paper
      Co.                     70,000       3,683,750
                                        ------------
  PHARMACEUTICALS -- 4.5%
    American Home
      Products Corp.          70,000       3,657,500
    Pharmacia & Upjohn,
      Inc.                    50,000       2,696,875
                                        ------------
                                           6,354,375
                                        ------------
  PRINTING & PUBLISHING -- 3.2%
    Dow Jones & Co., Inc.     40,000       2,460,000
    Gannett Co., Inc.         26,000       2,005,250
                                        ------------
                                           4,465,250
                                        ------------
  RETAIL & MERCHANDISING -- 2.4%
    Consolidated Stores
      Corp.*                 100,000       1,831,250
    Federated Department
      Stores, Inc.*           38,000       1,622,125
                                        ------------
                                           3,453,375
                                        ------------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ----------------------------------------------------
                              SHARES           VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
TELECOMMUNICATIONS -- 13.7%
    Alltel Corp.              36,000    $  2,997,000
    AT&T Corp.                70,000       3,272,499
    Bell Atlantic Corp.       42,000       2,727,375
    Loral Space and
      Communications*         90,000       1,355,625
    MCI WorldCom, Inc.*       35,000       3,003,438
    MediaOne Group, Inc.*     10,000         710,625
    QUALCOMM, Inc.*           13,000       2,895,750
    SBC Communications,
      Inc.                    50,000       2,546,875
                                        ------------
                                          19,509,187
                                        ------------
  UTILITIES -- 6.1%
    Carolina Power &
      Light Co.               50,000       1,725,000
    Dominion Resources,
      Inc.                    40,000       1,925,000
    Duke Energy Corp.         50,000       2,825,000
    FirstEnergy Corp.         85,000       2,215,313
                                        ------------
                                           8,690,313
                                        ------------
TOTAL COMMON STOCK
  (Cost $123,545,236)                    133,851,375
                                        ------------
PREFERRED STOCK -- 1.9%
  CONTAINERS & PACKAGING -- 0.7%
    Owens - Illinois,
      Inc.
      4.75% [CVT]             30,000         990,000
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                              SHARES        VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
  UTILITIES -- 1.2%
    Houston Industries,
      Inc.
      7.00% [CVT]             15,000    $  1,721,250
                                        ------------
TOTAL PREFERRED STOCK
  (Cost $2,678,608)                        2,711,250
                                        ------------
SHORT-TERM INVESTMENTS -- 6.1%
    Temporary Investment
      Cash Fund            4,333,783       4,333,783
    Temporary Investment
      Fund                 4,333,783       4,333,783
                                        ------------
  (Cost $8,667,566)                        8,667,566
                                        ------------
TOTAL INVESTMENTS -- 102.5%
  (Cost $134,891,410)                    145,230,191
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (2.5%)                        (3,519,528)
                                        ------------
NET ASSETS -- 100.0%                    $141,710,663
                                        ============
</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 -- 81.8%
  ARGENTINA -- 0.1%
    Telefonica SA [ADR]*        2,570   $    128,339
                                        ------------
  BRAZIL -- 1.0%
    Telecomunicacoes
      Brasileiras SA Pfd.
      [ADR]                    24,260      1,889,247
    Telesp Celular
      Participacoes SA
      [ADR]*                   30,385        748,231
                                        ------------
                                           2,637,478
                                        ------------
  CANADA -- 4.8%
    BCE, Inc.                  12,022        724,148
    Bombardier, Inc. Cl-B      30,035        529,885
    Corus Entertainment,
      Inc.*                    43,107        674,051
    Le Groupe Videotron
      Ltee                     60,602        865,213
    Nortel Networks Corp.      86,850      5,379,272
    OCI Communications,
      Inc.*                    91,079        743,047
    Rogers Communications,
      Inc. Cl-B*              107,792      2,183,833
    Shaw Communications,
      Inc. Cl-B                33,570      1,021,319
                                        ------------
                                          12,120,768
                                        ------------
  FINLAND -- 7.1%
    Nokia AB Oyj               33,093      3,784,671
    Nokia Corp. Cl-A [ADR]     72,085      8,330,323
    Sonera Group Oyj          176,125      5,285,064
    Talentum Oyj Cl-B          17,775        231,662
    Tieto Corp. Cl-B           16,811        583,083
                                        ------------
                                          18,214,803
                                        ------------
  FRANCE -- 7.8%
    Atos SA*                   25,741      3,295,307
    Cap Gemini SA*             10,304      1,559,522
    Carrefour Supermarche
      SA                       27,961      5,172,356
    STMicroelectronics NV*     41,279      3,622,754
    STMicroelectronics NV
      NY Reg.                  22,995      2,089,671
    Total Fina SA Cl-B         14,611      1,973,360
    Vivendi                    27,580      2,088,581
                                        ------------
                                          19,801,551
                                        ------------
  GERMANY -- 4.9%
    Intershop
      Communications AG*        5,068        625,889
    Mannesmann AG              56,681      8,739,585
    Marschollek,

      Lautenschlaeger und
      Partner AG Non-
      Voting Pfd.               8,409      1,765,887
    Porsche AG Pfd.               484      1,322,641
                                        ------------
                                          12,454,002
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                              SHARES        VALUE
- ----------------------------------------------------
<S>                         <C>         <C>
  HONG KONG -- 3.5%
    China Telecom Ltd.*     2,307,000   $  7,898,326
    China Telecom Ltd.
      [ADR]*                      210         14,175
    Legend Holdings Ltd.*     968,000      1,034,092
                                        ------------
                                           8,946,593
                                        ------------
  INDIA -- 0.3%
    Reliance Industries
      [GDR] 144A*              62,694        771,763
                                        ------------
  ISRAEL -- 0.7%
    Check Point Software
      Technologies Ltd.         2,455        284,013
    Partner Communications
      Co. Ltd. [ADR]*          93,445      1,471,759
                                        ------------
                                           1,755,772
                                        ------------
  ITALY -- 1.2%
    Banca Popolare di
      Brescia                  19,683        832,684
    Gucci Group Designs         1,852        148,229
    Telecom Italia Mobile
      SPA                     197,816      1,235,012
    Unicredito Italiano
      SPA                     175,662        821,601
                                        ------------
                                           3,037,526
                                        ------------
  JAPAN -- 20.8%
    Fuji Bank Ltd.*           190,000      2,603,487
    Fujitsu Ltd.               48,000      1,444,231
    Internet Initiative,
      Inc. [ADR]*               6,800        365,500
    Ito-Yokado Co. Ltd.        11,000        879,072
    Kirin Brewery Co. Ltd.     67,000        766,558
    Matsushita Electric
      Industrial Co. Ltd.*      1,000        167,880
    NEC Corp.                 112,000      2,264,468
    Nippon Telegraph &
      Telephone Corp.             137      2,100,421
    NTT Data Corp.                 97      1,533,633
    NTT Mobile
      Communication
      Network, Inc.               704     18,686,078
    Rohm Co. Ltd.               1,900        425,115
    Softbank Corp.*            12,200      5,061,899
    Sony Corp.                 30,600      4,767,686
    Takeda Chemical
      Industries Ltd.          65,000      3,730,834
    Tokio Marine & Fire
      Insurance Co. Ltd.       31,000        405,471
    Tyco International
      Ltd.                    154,225      6,159,361
    Yamanouchi
      Pharmaceutical Co.
      Ltd.*                    42,000      1,903,602
                                        ------------
                                          53,265,296
                                        ------------
  KOREA -- 0.7%
    SK Telecom Co. Ltd.
      [ADR]                   145,364      1,898,817
                                        ------------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>         <C>
MEXICO -- 1.7%
    Grupo Televisa SA
      [GDR]*                   37,795   $  1,606,288
    Telefonos de Mexico SA
      Cl-L [ADR]               32,095      2,744,122
                                        ------------
                                           4,350,410
                                        ------------
  NETHERLANDS -- 9.4%
    ASM Lithography
      Holding NV*              25,891      1,825,974
    ASM Lithography
      Holding NV NY Reg.*       4,320        313,740
    Equant NV*                  1,837        178,597
    Equant NV NY Reg.*          7,196        698,012
    Getronics NV               64,762      3,226,426
    Gucci Group NV NY Reg.     42,404      3,424,123
    Koninklijke (Royal)
      Philips Electronics
      NV                       47,190      4,835,906
    Koninklijke (Royal)
      Philips Electronics
      NV NY Reg.               20,389      2,119,182
    TNT Post Group NV         176,497      4,489,271
    United Pan-Europe
      Communications NV*       25,181      1,934,699
    Versatel Telecom
      International NV*        70,043        868,700
                                        ------------
                                          23,914,630
                                        ------------
  SINGAPORE -- 0.8%
    Development Bank of
      Singapore*               77,921        880,442
    Singapore Press
      Holdings Ltd.            68,000      1,164,776
                                        ------------
                                           2,045,218
                                        ------------
  SPAIN -- 1.0%
    Argentaria Caja Postal
      Y Banco Hipotecario
      de Espana SA              8,577        190,213
    Banco Bilbao Vizcaya
      SA                       28,744        386,101
    Banco Santander
      Central Hispano SA       32,673        338,945
    Tele Pizza SA*              1,947         10,396
    Telefonica SA              98,959      1,626,729
                                        ------------
                                           2,552,384
                                        ------------
SWEDEN -- 5.2%
    Assa Abloy AB Cl-B        276,452      3,070,487
    Ericsson, (L.M.)
      Telephone Co. [ADR]      70,730      3,023,708
    Ericsson, (L.M.)
      Telephone Co. Cl-B       70,363      2,921,037
    Securitas AB Cl-B         130,808      1,937,139
    WM-Data AB Cl-B            53,518      2,244,474
                                        ------------
                                          13,196,845
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>         <C>
  SWITZERLAND -- 0.8%
    ABB AG*                     9,776   $    984,824
    Julius Baer Holdings
      AG Cl-B                     347      1,044,138
                                        ------------
                                           2,028,962
                                        ------------
  TAIWAN -- 1.0%
    Taiwan Semiconductor
      Manufacturing Co.
      Ltd. [ADR]*              75,913      2,628,488
                                        ------------
  UNITED KINGDOM -- 9.0%
    Baltimore Technologies
      PLC*                     27,957        860,152
    Capita Group PLC           46,926        622,939
    CMG PLC*                   18,899        733,731
    Colt Telecom Group
      PLC*                    159,116      4,749,303
    Compass Group PLC         131,500      1,406,879
    Energis PLC*               13,770        438,574
    Hays PLC                   34,007        388,663
    Logica PLC                116,025      1,771,541
    Orange PLC*                35,307        878,880
    Prudential Corp. PLC*     121,071      1,896,266
    QXL Ltd.*                 175,077        598,988
    SEMA Group PLC            159,398      2,079,377
    Telewest
      Communications PLC*     390,993      1,669,718
    Telewest
      Communications PLC
      Rights*                  35,545         31,496
    Vodafone AirTouch PLC     789,590      3,666,666
    Vodafone AirTouch PLC
      [ADR]                    22,475      1,077,395
                                        ------------
                                          22,870,568
                                        ------------
TOTAL FOREIGN STOCK
  (Cost $167,384,585)                    208,620,213
                                        ------------
U.S. STOCK -- 8.4%
  BROADCASTING -- 2.1%
    UnitedGlobalCom, Inc.
      Cl-A*                    40,690      3,540,029
    UnitedGlobalCom, Inc.
      Pfd. 144A*               27,815      1,665,423
                                        ------------
                                           5,205,452
                                        ------------
  COMPUTER SERVICES & SOFTWARE --1.0%
    Comverse Technology,
      Inc.*                    15,755      1,788,193
    StarMedia Network,
      Inc.*                    26,655        766,331
                                        ------------
                                           2,554,524
                                        ------------
  CONGLOMERATES -- 0.7%
    Seagram Co. Ltd.           37,860      1,869,338
                                        ------------
</TABLE>


<PAGE>
ASAF JANUS
OVERSEAS GROWTH FUND

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>         <C>
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.5%
    Galileo Technology
      Ltd.*                    60,015   $  1,372,843
                                        ------------
  PHARMACEUTICALS -- 0.7%
    QLT PhotoTherapeutics,
      Inc.*                    44,180      1,872,128
                                        ------------
  SEMICONDUCTORS -- 1.5%
    Chartered
      Semiconductor
      Manufacturing            17,780        590,074
    Uniphase Corp.*            20,029      3,342,339
                                        ------------
                                           3,932,413
                                        ------------
TELECOMMUNICATIONS -- 1.9%
    Amdocs Ltd.                87,035      2,420,661
    Firstcom Corp.*            32,720        361,965
    NTL, Inc.*                 24,688      1,860,820
                                        ------------
                                           4,643,446
                                        ------------
TOTAL U.S. STOCK
  (Cost $15,546,519)                      21,450,144
                                        ------------
<CAPTION>
                               PAR
                              (000)
                              -----
<S>                         <C>         <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 7.8%
    Federal Home Loan Bank
      5.22%, 12/23/99
  (Cost $19,849,200)          $20,000     19,846,728
                                        ------------
COMMERCIAL PAPER -- 3.2%
    Household Finance
      Corp.
      5.30%, 11/01/99
  (Cost $8,200,000)             8,200      8,200,000
                                        ------------
TOTAL INVESTMENTS -- 101.2%
(Cost $210,980,304)                      258,117,085
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (1.2%)                        (2,967,391)
                                        ------------
NET ASSETS -- 100.0%                    $255,149,694
                                        ============
</TABLE>

Foreign currency exchange contracts outstanding at October 31, 1999:

<TABLE>
<CAPTION>
                                                                    UNREALIZED
SETTLEMENT           CONTRACTS TO     IN EXCHANGE    CONTRACTS     APPRECIATION
MONTH        TYPE       RECEIVE           FOR        AT VALUE     (DEPRECIATION)
- --------------------------------------------------------------------------------
<S>         <C>     <C>                 <C>           <C>           <C>
11/99       Buy     CHF       135,000   $    91,656   $    88,801     $  (2,855)
12/99       Buy     CHF       150,000       100,569        98,839        (1,730)
04/00       Buy     CHF       530,000       365,039       354,041       (10,998)
11/99       Buy     CAD     1,301,128       884,381       884,637           256
11/99       Buy     EUR     3,858,595     4,170,835     4,064,153      (106,682)
11/99       Buy     GBP       496,526       818,017       815,012        (3,005)
12/99       Buy     GBP     1,200,000     2,000,382     1,973,197       (27,185)
04/00       Buy     GBP     2,100,000     3,486,021     3,453,607       (32,414)
11/99       Buy     HKD    12,443,399     1,601,423     1,601,444            21
05/01       Buy     HKD     8,500,000     1,070,014     1,073,871         3,857
11/99       Buy     JPY    43,186,338       414,175       414,142           (33)
04/00       Buy     JPY 1,200,000,000    11,518,691    11,818,210       299,519
11/99       Buy     SEK     1,931,097       235,836       234,492        (1,344)
                                        -----------   -----------     ---------
                                        $26,757,039   $26,874,446     $ 117,407
                                        ===========   ===========     =========
</TABLE>

<TABLE>
<CAPTION>
                                                                    UNREALIZED
SETTLEMENT           CONTRACTS TO       IN EXCHANGE    CONTRACTS     APPRECIATION
MONTH        TYPE       DELIVER             FOR        AT VALUE     (DEPRECIATION)
- --------------------------------------------------------------------------------
<S>          <C>    <C>                 <C>           <C>           <C>
11/99        Sell   CHF       135,000   $    94,274   $    88,801     $   5,473
 12/99       Sell   CHF       750,000       496,838       494,196         2,642
04/00        Sell   CHF       530,000       365,517       354,041        11,476
11/99        Sell   CAD       300,000       206,401       204,003         2,398
04/00        Sell   CAD     1,300,000       889,315       886,634         2,681
11/99        Sell   EUR     5,320,326     5,532,581     5,605,797       (73,216)
12/99        Sell   EUR     3,050,000     3,250,888     3,219,443        31,445
04/00        Sell   EUR     8,300,000     8,983,470     8,842,343       141,127
11/99        Sell   GBP       685,648     1,130,726     1,125,414         5,312
12/99        Sell   GBP     3,700,000     5,908,527     6,084,026      (175,499)
04/00        Sell   GBP     2,100,000     3,477,035     3,453,606        23,429
05/01        Sell   HKD    56,000,000     7,048,783     7,074,915       (26,132)
11/99        Sell   JPY    80,192,224       685,218       771,241       (86,023)
12/99        Sell   JPY    60,000,000       500,000       578,723       (78,723)
03/00        Sell   JPY   125,000,000     1,206,403     1,226,128       (19,725)
04/00        Sell   JPY 1,786,000,000    17,152,886    17,596,531      (443,645)
07/01        Sell   SGD       950,000       586,482       597,589       (11,107)
                                        -----------   -----------     ---------
                                        $57,515,344   $58,203,431     $(688,087)
                                        ===========   ===========     =========
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

The following is a breakdown of the foreign stock portion of the Fund, by
industry classification, as of October 31, 1999. Percentages are based on net
assets.

<TABLE>
<CAPTION>
                  INDUSTRY
                  --------
<S>                                           <C>
Aerospace                                      0.2%
Automobile Manufacturers                       0.5%
Beverages                                      0.3%
Broadcasting                                   0.6%
Business Services                              0.2%
Cable Television                               1.4%
Chemicals                                      2.2%
Clothing & Apparel                             1.4%
Computer Hardware                              1.2%
Computer Services & Software                   4.5%
Conglomerates                                  3.6%
Consumer Products & Services                   5.3%
Electronic Components & Equipment             15.1%
Entertainment & Leisure                        0.6%
Financial -- Bank & Trust                      2.0%
Financial Services                             3.1%
Industrial Products                            4.1%
Insurance                                      0.9%
Machinery & Equipment                          0.9%
Oil & Gas                                      0.8%
Pharmaceuticals                                0.9%
Printing & Publishing                          2.6%
Retail & Merchandising                         0.6%
Semiconductors                                 4.1%
Telecommunications                            22.9%
Transportation                                 1.8%
                                              ----
TOTAL                                         81.8%
                                              ====
</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 year, these securities amounted

        to 1.0% of net assets.

See Notes to Financial Statements.


<PAGE>

ASAF MARSICO
CAPITAL GROWTH FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
COMMON STOCK -- 90.5%
  ADVERTISING -- 1.0%
    Young & Rubicam, Inc.   119,089    $  5,448,322
                                       ------------
  AIRLINES -- 2.0%
    UAL Corp.*              162,165      11,037,355
                                       ------------
  BEVERAGES -- 2.6%
    Anheuser-Busch
      Companies, Inc.       203,208      14,592,875
                                       ------------
  BROADCASTING -- 2.0%
    Clear Channel
      Communications,
      Inc.*                  88,530       7,115,599
    UnitedGlobalCom, Inc.
      Cl-A*                  46,889       4,079,343
                                       ------------
                                         11,194,942
                                       ------------
  COMPUTER HARDWARE -- 6.5%
    Dell Computer Corp.*    262,567      10,535,501
    EMC Corp.*              358,666      26,182,618
                                       ------------
                                         36,718,119
                                       ------------
  COMPUTER SERVICES & SOFTWARE -- 13.6%
    America Online, Inc.*   129,351      16,775,208
    Cisco Systems, Inc.*    200,868      14,864,232
    Juniper Networks,
      Inc.*                  25,864       7,128,765
    Microsoft Corp.*        280,353      25,950,174
    Sun Microsystems,
      Inc.*                 111,961      11,846,873
                                       ------------
                                         76,565,252
                                       ------------
  CONSTRUCTION -- 0.1%
    M.D.C. Holdings, Inc.    20,000         312,500
                                       ------------
  CONSUMER PRODUCTS & SERVICES -- 0.7%
    Estee Lauder
      Companies, Inc. Cl-A   84,149       3,923,447
                                       ------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 4.1%
    General Electric Co.     88,571      12,006,906
    Texas Instruments,
      Inc.                  122,220      10,969,245
                                       ------------
                                         22,976,151
                                       ------------
  ENTERTAINMENT & LEISURE -- 3.3%
    Time Warner, Inc.       270,148      18,825,939
                                       ------------
  EQUIPMENT SERVICES -- 1.2%
    Hertz Corp. Cl-A        150,266       6,517,788
                                       ------------
  FINANCIAL -- BANK & TRUST -- 0.9%
    Northern Trust Corp.     53,698       5,185,213
                                       ------------
  FINANCIAL SERVICES -- 9.9%
    Citigroup, Inc.         523,443      28,331,353
    Fannie Mae              236,355      16,722,116
    Merrill Lynch & Co.,
      Inc.                  138,790      10,895,015
                                       ------------
                                         55,948,484
                                       ------------
  HOTELS & MOTELS -- 1.1%
    Four Seasons Hotels,
      Inc.                  155,068       6,464,397
                                       ------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
  OIL & GAS -- 4.3%
    Anadarko Petroleum
      Corp.                 109,145    $  3,363,030
    Atlantic Richfield Co.   81,469       7,591,892
    Royal Dutch Petroleum
      Co.                   220,975      13,244,690
                                       ------------
                                         24,199,612
                                       ------------
  PHARMACEUTICALS -- 4.7%
    Genentech, Inc.*        101,780      14,834,435
    Pfizer, Inc.            211,020       8,335,290
    Priority Healthcare
      Corp. Cl-B*           162,154       3,253,215
                                       ------------
                                         26,422,940
                                       ------------
  PRINTING & PUBLISHING -- 0.3%
    Houghton Mifflin Co.     44,564       1,888,400
                                       ------------
  RESTAURANTS -- 1.5%
    McDonald's Corp.        202,608       8,357,580
                                       ------------
  RETAIL & MERCHANDISING -- 9.0%
    Best Buy Co., Inc.*      82,417       4,579,295
    CVS Corp.                63,269       2,748,247
    Home Depot, Inc.        212,424      16,038,012
    Tiffany & Co.           152,547       9,076,547
    Wal-Mart Stores, Inc.   318,189      18,176,546
                                       ------------
                                         50,618,647
                                       ------------
  SEMICONDUCTORS -- 1.5%
    JDS Uniphase Corp.*      51,328       8,565,360
                                       ------------
  TELECOMMUNICATIONS -- 19.4%
    Comcast Corp. Cl-A       54,994       2,316,622
    Lucent Technologies,
      Inc.                  229,755      14,761,759
    MCI WorldCom, Inc.*     253,509      21,754,241
    MediaOne Group, Inc.*   181,994      12,932,949
    QUALCOMM, Inc.*         133,708      29,783,456
    Sprint Corp.
      (PCS Group)*          168,538      13,978,120
    Vodafone AirTouch PLC
      [ADR]                 252,508      12,104,602
    Williams
      Communications
      Group, Inc.*           82,746       2,637,529
                                       ------------
                                        110,269,278
                                       ------------
  UTILITIES -- 0.8%
    AES Corp. [CVT]*         91,939       4,637,173
                                       ------------
TOTAL COMMON STOCK
  (Cost $424,574,799)                   510,669,774
                                       ------------
FOREIGN STOCK -- 2.5%
  ELECTRONIC COMPONENTS & EQUIPMENT
    Sony Corp. -- (JPY)
  (Cost $13,589,897)         92,300      14,380,963
                                       ------------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 9.0%
    Federal Home Loan Bank
      5.16%, 11/01/99
  (Cost $50,700,000)        $50,700    $ 50,700,000
                                       ------------
CORPORATE OBLIGATIONS -- 1.0%
  TELECOMMUNICATIONS
    Level 3
      Communications, Inc.
      [CVT]
      6.00%, 09/15/09
  (Cost $4,400,000)           4,400       5,428,500
                                       ------------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment
      Cash Fund              37,561    $     37,561
    Temporary Investment
      Fund                   37,560          37,560
                                       ------------
  (Cost $75,121)                             75,121
                                       ------------
TOTAL INVESTMENTS -- 103.0%
  (Cost $493,339,817)                   581,254,358
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (3.0%)                (16,940,543)
                                       ------------
NET ASSETS -- 100.0%                   $564,313,815
                                       ============
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

ASAF NEUBERGER BERMAN
MID-CAP GROWTH FUND

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES       VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
COMMON STOCK -- 95.1%
  ADVERTISING -- 1.3%
    DoubleClick, Inc.*          3,100    $   434,000
    Lamar Advertising Co.*      3,900        210,600
                                         -----------
                                             644,600
                                         -----------
  BROADCASTING -- 4.1%
    AMFM, Inc.*                13,700        958,999
    Emmis Communications
      Corp. Cl-A*               7,500        540,938
    Entercom
      Communications
      Corp.*                   10,200        508,088
    Westwood One, Inc.*           300         13,838
                                         -----------
                                           2,021,863
                                         -----------
  BUSINESS SERVICES --1.6%
    Digex, Inc.*               18,500        529,563
    Navigant Consulting,
      Inc.*                     8,500        242,781
                                         -----------
                                             772,344
                                         -----------
  CLOTHING & APPAREL -- 2.1%
    AnnTaylor Stores
      Corp.*                   10,900        463,931
    Limited, Inc.              14,300        588,088
                                         -----------
                                           1,052,019
                                         -----------
  COMPUTER HARDWARE -- 1.5%
    Adaptec, Inc.*             16,800        756,000
                                         -----------
  COMPUTER SERVICES & SOFTWARE -- 21.1%
    BroadVision, Inc.*          3,900        284,700
    CheckFree Holdings
      Corp.*                   21,300        796,088
    Citrix Systems, Inc.*      21,400      1,372,274
    CMG PLC*                    3,700        404,919
    Comverse Technology,
      Inc.*                     8,200        930,699
    Covad Communications
      Group, Inc.               3,900        187,200
    Intuit, Inc.*              20,700        602,888
    Lycos, Inc.*                7,900        422,650
    Network Appliance,
      Inc.*                     6,900        510,600
    Peregrine Systems,
      Inc.*                     5,700        250,088
    Portal Software, Inc.*      3,100        202,663
    PSINet, Inc.*              13,000        468,000
    Rational Software
      Corp.*                   12,400        530,100
    Safeguard Scientifics,
      Inc.*                     5,800        487,925
    Safeguard Scientifics,
      Inc. Rights*                490              0
    Siebel Systems, Inc.*       8,400        922,424
    Starmedia Network,
      Inc.*                     8,400        241,500
    USWeb Corp.*               19,800        767,250
    VERITAS Software
      Corp.*                    9,700      1,046,387
                                         -----------
                                          10,428,355
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES       VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
  ELECTRONIC COMPONENTS & EQUIPMENT -- 11.5%
    Altera Corp.*              14,600    $   709,924
    Broadcom Corp.*             2,600        332,313
    Conexant Systems,
      Inc.*                     6,700        625,612
    E-Tek Dynamics, Inc.*       6,700        446,388
    Flextronics
      International Ltd.*       5,600        397,600
    Gemstar International
      Group Ltd.*               9,300        807,937
    Metromedia Fiber
      Network, Inc. Cl-A*      18,600        614,963
    Sanmina Corp.*             12,700      1,143,793
    Tandy Corp.*                9,800        616,788
                                         -----------
                                           5,695,318
                                         -----------
  ENTERTAINMENT & LEISURE -- 4.6%
    Harley-Davidson, Inc.      14,900        883,755
    Park Place
      Entertainment Corp.*     44,500        584,063
    Royal Caribbean
      Cruises Ltd.              5,200        275,925
    SFX Entertainment,
      Inc. Cl-A*               14,550        508,341
                                         -----------
                                           2,252,084
                                         -----------
  FINANCIAL
    SERVICES -- 6.2%
    Capital One Financial
      Corp.                    12,900        683,700
    Donaldson, Lufkin &
      Jenrette, Inc.            8,600        445,050
    E*TRADE Group, Inc.*       21,000        500,063
    Lehman Brothers
      Holdings, Inc.            7,100        523,181
    Providian Financial
      Corp.                     8,300        904,700
                                         -----------
                                           3,056,694
                                         -----------
  HEALTHCARE SERVICES -- 0.2%
    Express Scripts, Inc.
      Cl-A*                     2,300        112,988
                                         -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 2.3%
    MiniMed, Inc.*              7,400        561,013
    PE Corp. - PE
      Biosystems Group          8,600        557,925
                                         -----------
                                           1,118,938
                                         -----------
  OFFICE EQUIPMENT -- 0.6%
    Staples, Inc.*             13,950        309,516
                                         -----------
  OIL & GAS -- 2.8%
    Coastal Corp.              13,800        581,325
    EOG Resources, Inc.        16,100        335,081
    Union Pacific
      Resources Group,
      Inc.                     31,200        452,400
                                         -----------
                                           1,368,806
                                         -----------
  PERSONAL SERVICES --0.9%
    Cendant Corp.*             28,200        465,300
                                         -----------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES       VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
PHARMACEUTICALS -- 7.9%
    Biogen, Inc.*              12,100    $   896,912
    Gilead Sciences, Inc.       3,500        221,156
    Immunex Corp.*             10,500        661,500
    MedImmune, Inc.*            7,300        817,599
    QLT PhotoTherapeutics,
      Inc.*                     8,300        351,713
    Sepracor, Inc.*             5,800        482,488
    Waters Corp.*               9,100        483,438
                                         -----------
                                           3,914,806
                                         -----------
  PRINTING & PUBLISHING -- 1.3%
    Valassis
      Communications,
      Inc.*                    14,500        623,500
                                         -----------
  RETAIL & MERCHANDISING -- 5.2%
    Best Buy Co., Inc.*        11,900        661,194
    Circuit City Stores,
      Inc.                     13,200        563,475
    TJX Companies, Inc.        31,900        865,287
    Williams-Sonoma, Inc.*      8,700        467,625
                                         -----------
                                           2,557,581
                                         -----------
  SEMICONDUCTORS -- 10.6%
    JDS Uniphase Corp.*         6,800      1,134,750
    Maxim Integrated
      Products, Inc.*          13,500      1,065,656
    Micron Technology,
      Inc.*                     7,100        506,319
    PMC-Sierra, Inc.*           8,000        754,000
    Vitesse Semiconductor
      Corp.*                   15,200        697,300
    Xilinx, Inc.*              13,800      1,085,025
                                         -----------
                                           5,243,050
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES       VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
  TELECOMMUNICATIONS -- 7.1%
    Adelphia
      Communications Corp.
      Cl-A*                     7,600    $   415,150
    Efficient Networks,
      Inc.*                    10,200        433,500
    Intermedia
      Communications,
      Inc.*                    22,500        585,000
    NTL, Inc.*                 12,375        932,766
    Voicestream Wireless
      Corp.*                    7,800        770,250
    WinStar
      Communications,
      Inc.*                     9,600        372,600
                                         -----------
                                           3,509,266
                                         -----------
  UTILITIES -- 2.2%
    Calpine Corp.*              9,000        518,625
    Montana Power Co.          20,200        574,437
                                         -----------
                                           1,093,062
                                         -----------
TOTAL COMMON STOCK
  (Cost $38,197,770)                      46,996,090
                                         -----------
SHORT-TERM INVESTMENTS -- 5.0%
    Temporary Investment
      Cash Fund             1,240,373      1,240,373
    Temporary Investment
      Fund                  1,240,372      1,240,372
                                         -----------
  (Cost $2,480,745)                        2,480,745
                                         -----------
TOTAL INVESTMENTS -- 100.1%
  (Cost $40,678,515)                      49,476,835
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.1%)                           (68,256)
                                         -----------
NET ASSETS -- 100.0%                     $49,408,579
                                         ===========
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

ASAF NEUBERGER BERMAN
MID-CAP VALUE FUND

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
COMMON STOCK -- 91.4%
  AEROSPACE -- 4.8%
    General Dynamics Corp.     18,100    $ 1,003,419
    General Motors Corp.
      Cl-H*                    14,400      1,048,500
                                         -----------
                                           2,051,919
                                         -----------
  AIRLINES -- 1.3%
    Continental Airlines,
      Inc. Cl-B*               13,500        546,750
                                         -----------
  AUTOMOTIVE PARTS -- 3.0%
    Eaton Corp.                 4,500        338,625
    Lear Corp.*                27,200        918,000
                                         -----------
                                           1,256,625
                                         -----------
  BEVERAGES -- 1.2%
    American National Can
      Group, Inc.              41,400        517,500
                                         -----------
  BROADCASTING -- 4.0%
    AT&T Corp. Liberty
      Media Group Cl-A*        17,200        682,625
    News Corp. Ltd. [ADR]      22,000        606,375
    Scripps, (E.W.) Co.
      Cl-A                      9,000        415,688
                                         -----------
                                           1,704,688
                                         -----------
  BUILDING
    MATERIALS -- 1.0%
    Sherwin Williams Co.       18,700        418,413
                                         -----------
  BUSINESS SERVICES --4.3%
    Comdisco, Inc.             48,000        969,000
    Parametric Technology
      Corp.*                   44,000        838,750
                                         -----------
                                           1,807,750
                                         -----------
  CAPITAL GOODS -- 1.9%
    SPX Corp.*                  9,600        813,600
                                         -----------
  CHEMICALS -- 5.5%
    Engelhard Corp.            25,400        447,675
    Grace, (W.R.) & Co.*       49,000        731,937
    Lyondell Chemical Co.      32,300        391,638
    Praxair, Inc.              16,200        757,349
                                         -----------
                                           2,328,599
                                         -----------
  CLOTHING & APPAREL -- 0.2%
    Neiman Marcus Group,
      Inc. Cl-B*                3,977         85,260
                                         -----------
  COMPUTER SERVICES & SOFTWARE -- 4.6%
    Cadence Design
      Systems, Inc.*           47,300        718,369
    Ceridian Corp.*            42,500        932,344
    Computer Associates
      International, Inc.       5,400        305,100
                                         -----------
                                           1,955,813
                                         -----------
  CONSUMER PRODUCTS & SERVICES -- 1.2%
    Maytag Corp.               12,600        504,788
                                         -----------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 1.5%
    UCAR International,
      Inc.*                    33,500        655,344
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
  ENTERTAINMENT & LEISURE -- 1.1%
    Mirage Resorts, Inc.*      32,300    $   470,369
                                         -----------
  FINANCIAL -- BANK & TRUST -- 4.3%
    Countrywide Credit
      Industries, Inc.         24,900        845,043
    Fleet Boston Corp.         13,900        606,388
    Valley National
      Bancorp                  13,700        365,619
                                         -----------
                                           1,817,050
                                         -----------
  FINANCIAL SERVICES -- 7.4%
    AMBAC Financial Group,
      Inc.                     10,400        621,400
    Dun & Bradstreet Corp.     30,300        890,062
    FINOVA Group, Inc.         20,400        898,874
    SLM Holding Corp.          14,900        729,169
                                         -----------
                                           3,139,505
                                         -----------
  HEALTHCARE SERVICES -- 1.6%
    Wellpoint Health
      Networks, Inc.*          12,000        696,000
                                         -----------
  INSURANCE -- 3.0%
    Ace Ltd.                   32,300        627,831
    AON Corp.                   9,600        340,800
    Cincinnati Financial
      Corp.                     8,800        315,150
                                         -----------
                                           1,283,781
                                         -----------
  MACHINERY & EQUIPMENT -- 2.1%
    Grainger, (W.W.), Inc.      9,900        419,513
    McDermott
      International, Inc.      26,800        485,750
                                         -----------
                                             905,263
                                         -----------
  MEDICAL SUPPLIES & EQUIPMENT -- 2.8%
    Becton Dickinson & Co.     23,900        606,463
    Genzyme Corp.*             15,600        596,700
                                         -----------
                                           1,203,163
                                         -----------
  METALS & MINING -- 2.3%
    AK Steel Holding Corp.     29,300        507,256
    Reynolds Metals Co.         7,600        459,325
                                         -----------
                                             966,581
                                         -----------
  OIL & GAS -- 10.9%
    Apache Corp.               12,700        495,300
    Coastal Corp.              16,900        711,912
    Dynegy, Inc.               22,500        514,688
    Kinder Morgan, Inc.        14,000        281,750
    Noble Drilling Corp.*      14,700        326,156
    Tosco Corp.                17,800        450,563
    Transocean Offshore,
      Inc.                     17,500        475,781
    USX-Marathon Group,
      Inc.                     24,200        704,824
    Williams Companies,
      Inc.                     18,000        675,000
                                         -----------
                                           4,635,974
                                         -----------
  PAPER & FOREST PRODUCTS -- 2.9%
    Bowater, Inc.              14,000        735,000
    Fort James Corp.           19,300        507,831
                                         -----------
                                           1,242,831
                                         -----------
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
PRINTING & PUBLISHING -- 2.3%
    Belo, (A.H.) Corp.
      Cl-A                     38,500    $   784,437
    Lexmark International
      Group, Inc. Cl-A*         2,300        179,544
                                         -----------
                                             963,981
                                         -----------
  RAILROADS -- 1.7%
    Kansas City Southern
      Industries, Inc.         14,800        702,075
                                         -----------
  REAL ESTATE -- 1.5%
    Indymac Mortgage
      Holdings, Inc.
      [REIT]                   47,000        655,063
                                         -----------
  RETAIL & MERCHANDISING -- 3.0%
    Consolidated Stores
      Corp.*                   40,700        745,319
    Harcourt General, Inc.     13,200        508,200
                                         -----------
                                           1,253,519
                                         -----------
  SEMICONDUCTORS -- 0.5%
    National Semiconductor
      Corp.*                    6,400        191,600
                                         -----------
  TELECOMMUNICATIONS -- 4.0%
    American Tower Corp.
      Cl-A*                    23,600        449,875
    Global Crossing Ltd.*      15,300        529,762
    Sonera Oyj Corp.
      [ADR]*                   11,900        368,900
    WinStar
      Communications,
      Inc.*                     9,400        364,838
                                         -----------
                                           1,713,375
                                         -----------
  TRANSPORTATION -- 2.4%
    Galileo International,
      Inc.                     21,800        655,363
    Navistar International
      Corp.*                    8,800        366,850
                                         -----------
                                           1,022,213
                                         -----------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               SHARES          VALUE
- ----------------------------------------------------
<S>                         <C>          <C>
  UTILITIES -- 3.1%
    Cinergy Corp.              10,400    $   293,800
    Niagara Mohawk
      Holdings, Inc.*          32,300        512,762
    Unicom Corp.               13,100        501,894
                                         -----------
                                           1,308,456
                                         -----------
TOTAL COMMON STOCK
  (Cost $40,464,751)                      38,817,848
                                         -----------
SHORT-TERM INVESTMENTS -- 6.2%
    Temporary Investment
      Cash Fund             1,306,794      1,306,794
    Temporary Investment
      Fund                  1,306,794      1,306,794
                                         -----------
  (Cost $2,613,588)                        2,613,588
                                         -----------
TOTAL INVESTMENTS -- 97.6%
  (Cost $43,078,339)                      41,431,436
OTHER ASSETS LESS
  LIABILITIES -- 2.4%                      1,028,280
                                         -----------
NET ASSETS -- 100.0%                     $42,459,716
                                         ===========
</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
MXP   --   Mexico/Mexican Peso
SEK   --   Sweden/Swedish Krona
SGD   --   Singapore/Singapore Dollar
</TABLE>

See Notes to Financial Statements.


<PAGE>
OCTOBER 31, 1999

STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   ASAF                          ASAF           ASAF
                                                 FOUNDERS          ASAF         T. ROWE       AMERICAN         ASAF
                                              INTERNATIONAL       JANUS       PRICE SMALL     CENTURY       FEDERATED
                                                  SMALL         SMALL-CAP       COMPANY      STRATEGIC      HIGH YIELD
                                              CAPITALIZATION      GROWTH         VALUE        BALANCED         BOND
                                                   FUND            FUND          FUND           FUND           FUND
                                              --------------   ------------   -----------   ------------   ------------
<S>                                            <C>             <C>            <C>           <C>            <C>
ASSETS:

Investments in Securities at Value (A)         $17,186,665     $215,325,992   $63,240,190   $128,699,416   $115,139,114

  Collateral Received for Securities Lent               --       56,763,136      306,000       5,569,999      3,617,250

  Cash                                                  --                1           --         318,750             --

  Foreign Currency (B)                              47,826               --           --              --             --

  Receivable For:

    Securities Sold                                500,718          512,517      355,799       1,130,245        159,067

    Dividends and Interest                          18,243           27,725       32,344         650,473      2,460,351

    Futures Variation Margin                            --               --           --          97,789             --

    Fund Shares Sold                             1,135,004        6,689,835      304,575         775,562        388,159

  Unrealized Appreciation on Foreign
    Currency Exchange Contracts                        278               --           --              --             --


  Receivable from Investment Manager                27,594               --           --          14,728             --

  Deferred Organization Costs                       40,702           40,702       40,702          40,702         40,702

  Prepaid Expenses                                  23,565           26,159       24,099          22,892         23,647
                                               -----------     ------------   -----------   ------------   ------------
      Total Assets                              18,980,595      279,386,067   64,303,709     137,320,556    121,828,290
                                               -----------     ------------   -----------   ------------   ------------
LIABILITIES:

  Cash Overdraft                                   515,097               --           --              --        159,567

  Payable to Investment Manager                         --           11,898       17,891              --         36,544

  Unrealized Depreciation on Foreign
    Currency Exchange Contracts                      7,181               --           --              --             --


  Payable Upon Return of Securities Lent                --       56,763,136      306,000       5,569,999      3,617,250

  Payable For:

    Securities Purchased                         1,431,077        6,898,731    1,786,392       1,104,964             --

    Fund Shares Redeemed                                --          244,078      127,706          18,030        238,202

    Distribution Fees                               12,619          128,809       47,585          94,499         92,752

    Accrued Expenses and Other Liabilities          73,032          127,331      136,502         130,453        105,686

    Accrued Dividends                                   --               --           --              --        241,021
                                               -----------     ------------   -----------   ------------   ------------
      Total Liabilities                          2,039,006       64,173,983    2,422,076       6,917,945      4,491,022
                                               -----------     ------------   -----------   ------------   ------------
NET ASSETS                                     $16,941,589     $215,212,084   $61,881,633   $130,402,611   $117,337,268
                                               ===========     ============   ===========   ============   ============
COMPONENTS OF NET ASSETS

Capital Stock                                  $     1,259     $     12,709   $    6,992    $     10,178   $     12,848

Additional Paid-In Capital                      14,708,412      166,833,902   67,979,561     122,819,591    126,317,373

Undistributed Net Investment Income (Loss)              --               --           --         483,767             --

Accumulated Net Realized Gain (Loss) on
  Investments                                    1,213,624        2,051,631      856,163         720,055       (349,223)

Net Unrealized Appreciation (Depreciation)
  on Investments                                 1,018,294       46,313,842   (6,961,083)      6,369,020     (8,643,730)
                                               -----------     ------------   -----------   ------------   ------------
NET ASSETS                                     $16,941,589     $215,212,084   $61,881,633   $130,402,611   $117,337,268
                                               ===========     ============   ===========   ============   ============
(A) Investments at Cost                        $16,170,728     $169,012,185   $70,201,273   $122,590,668   $123,782,844
                                               ===========     ============   ===========   ============   ============
(B) Foreign Currency at Cost                   $    48,972     $         --   $       --    $         --   $         --
                                               ===========     ============   ===========   ============   ============
</TABLE>


<PAGE>
                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           ASAF                            ASAF              ASAF
                                         FOUNDERS          ASAF           T. ROWE          AMERICAN             ASAF
                                      INTERNATIONAL        JANUS        PRICE SMALL         CENTURY           FEDERATED
                                          SMALL          SMALL-CAP        COMPANY          STRATEGIC         HIGH YIELD
                                      CAPITALIZATION      GROWTH           VALUE           BALANCED             BOND
                                           FUND            FUND            FUND              FUND               FUND
                                      --------------   -------------   -------------   -----------------   ---------------
<S>         <C>                       <C>              <C>             <C>             <C>                 <C>
NET ASSET VALUE:
  Class A:  Net Assets                  $2,374,130      $54,038,868     $10,881,109       $24,443,323        $16,079,404
                                        ----------      -----------     -----------       -----------        -----------
            Shares Outstanding             175,059        3,163,696       1,223,081         1,902,805          1,760,803
                                        ----------      -----------     -----------       -----------        -----------
            Net Asset Value and
              Redemption Price
              Per Share                 $    13.56      $     17.08     $      8.90       $     12.85        $      9.13
                                        ==========      ===========     ===========       ===========        ===========
            Divided by
                (1 - Maximum
                Sales Charge)                   95%              95%             95%               95%            95 3/4%
                                        ----------      -----------     -----------       -----------        -----------
            Offering Price
              Per Share*                $    14.27      $     17.98     $      9.37       $     13.53        $      9.54
                                        ==========      ===========     ===========       ===========        ===========
  Class B:  Net Assets                  $7,722,312      $98,524,397     $23,890,289       $65,932,391        $68,159,659
                                        ----------      -----------     -----------       -----------        -----------
            Shares Outstanding             574,602        5,838,635       2,701,626         5,148,401          7,462,389
                                        ----------      -----------     -----------       -----------        -----------
            Net Asset Value,
              Offering and
              Redemption
              Price Per Share           $    13.44      $     16.87     $      8.84       $     12.81        $      9.13
                                        ==========      ===========     ===========       ===========        ===========
  Class C:  Net Assets                  $2,540,530      $38,336,650     $13,163,886       $20,769,289        $13,204,895
                                        ----------      -----------     -----------       -----------        -----------
            Shares Outstanding             189,145        2,268,168       1,489,931         1,622,619          1,446,075
                                        ----------      -----------     -----------       -----------        -----------
            Net Asset Value,
              Offering and
              Redemption
              Price Per Share           $    13.43      $     16.90     $      8.84       $     12.80        $      9.13
                                        ==========      ===========     ===========       ===========        ===========
  Class X:  Net Assets                  $4,304,617      $24,312,169     $13,946,349       $19,257,608        $19,893,310
                                        ----------      -----------     -----------       -----------        -----------
            Shares Outstanding             320,518        1,438,545       1,577,677         1,504,380          2,178,718
                                        ----------      -----------     -----------       -----------        -----------
            Net Asset Value,
              Offering and
              Redemption
              Price Per Share           $    13.43      $     16.90     $      8.84       $     12.80        $      9.13
                                        ==========      ===========     ===========       ===========        ===========
</TABLE>

* On sales of $50,000 or more, the offering price of Class A shares is reduced.

See Notes to Financial Statements.


<PAGE>
OCTOBER 31, 1999

STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                     ASAF          ASAF
                                          ASAF           ASAF           ASAF           ASAF        NEUBERGER     NEUBERGER
                                       OPPENHEIMER   LORD ABBETT       JANUS         MARSICO        BERMAN        BERMAN
                                        LARGE-CAP     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)                          $54,742,313   $145,230,191   $258,117,085   $581,254,358   $49,476,835   $41,431,436

  Collateral Received for Securities
    Lent                                9,831,788      17,938,097             --    142,103,987    17,874,935     3,132,300

  Cash                                  4,292,941              --        586,553             --            --            --

  Foreign Currency (B)
  Receivable For:                              --              --            315             --            --            --

    Securities Sold                        19,839         494,863      2,313,435      4,158,382       915,976     1,210,332

    Dividends and Interest                 26,911         199,023        142,375        222,624        12,650        72,207

    Futures Variation Margin                   --              --             --             --            --            --

    Fund Shares Sold                      372,008       1,454,032      3,117,992      6,787,915       497,986       438,861

  Unrealized Appreciation on Foreign
    Currency Exchange Contracts                --              --        529,636             --            --            --

  Receivable from Investment Manager           --              --             --             --        35,293         1,375

  Deferred Organization Costs                  --              --             --             --            --            --

  Prepaid Expenses                         30,852          30,615         26,377         37,730        21,737        25,769
                                       -----------   ------------   ------------   ------------   -----------   -----------
      Total Assets                     69,316,652     165,346,821    264,833,768    734,564,996    68,835,412    46,312,280
                                       -----------   ------------   ------------   ------------   -----------   -----------
LIABILITIES:
  Cash Overdraft                               --             364             --             --           651           499

  Payable to Investment Manager            15,471          40,914        167,479        291,189            --            --

  Unrealized Depreciation on Foreign
    Currency Exchange Contracts                --              --      1,100,316             --            --            --

  Payable Upon Return of Securities
    Lent                                9,831,788      17,938,097             --    142,103,987    17,874,935     3,132,300

 Payable For:

    Securities Purchased                  207,268       5,119,823      7,732,633     26,355,762     1,352,849       582,927

    Fund Shares Redeemed                   44,123         319,179        184,238        610,284        92,038        45,881

    Distribution Fees                      43,655          99,528        172,061        398,960        34,101        29,868

    Accrued Expenses and Other
      Liabilities                         102,306         118,253        327,347        490,999        72,259        61,089

    Accrued Dividends                          --              --             --             --            --            --
                                       -----------   ------------   ------------   ------------   -----------   -----------
      Total Liabilities                10,244,611      23,636,158      9,684,074    170,251,181    19,426,833     3,852,564

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

NET ASSETS                             $59,072,041   $141,710,663   $255,149,694   $564,313,815   $49,408,579   $42,459,716
                                       ===========   ============   ============   ============   ===========   ===========
COMPONENTS OF NET ASSETS

Capital Stock                          $     4,361   $     11,505   $     18,265   $     38,874   $     3,061   $     3,728

Additional Paid-In Capital              51,663,736    134,414,966    214,432,711    485,495,644    42,630,299    43,320,384

Undistributed Net Investment Income
  (Loss)                                 1,732,519     (3,054,589)    (5,873,070)    (9,135,755)   (2,023,101)      782,507

Accumulated Net Realized Gain (Loss)
  on Investments                         5,671,425     10,338,781     46,571,788     87,915,052     8,798,320    (1,646,903)
                                       -----------   ------------   ------------   ------------   -----------   -----------
Net Unrealized Appreciation
  (Depreciation) on Investments
NET ASSETS                             $59,072,041   $141,710,663   $255,149,694   $564,313,815   $49,408,579   $42,459,716
                                       ===========   ============   ============   ============   ===========   ===========
(A) Investments at Cost                $49,070,888   $134,891,410   $210,980,304   $493,339,817   $40,678,515   $43,078,339
                                       ===========   ============   ============   ============   ===========   ===========
(B) Foreign Currency at Cost           $       --    $         --   $        304   $         --   $        --   $        --

                                       ===========   ============   ============   ============   ===========   ===========
</TABLE>


<PAGE>
                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.
- --------------------------------------------------------------------------------



<TABLE>
<CAPTION>
                                                                                                     ASAF          ASAF
                                          ASAF           ASAF           ASAF           ASAF        NEUBERGER     NEUBERGER
                                       OPPENHEIMER   LORD ABBETT       JANUS         MARSICO        BERMAN        BERMAN
                                        LARGE-CAP     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>           <C>
NET ASSET VALUE:
  Class A:  Net Assets                 $9,270,606    $ 28,123,296   $ 61,081,797   $103,195,999   $10,907,551   $ 8,560,674
                                       -----------   ------------   ------------   ------------   -----------   -----------
            Shares Outstanding            679,902       2,281,563      4,344,115      7,078,566       672,624       749,340
                                       -----------   ------------   ------------   ------------   -----------   -----------
            Net Asset Value and
              Redemption Price
              Per Share                $    13.64    $      12.33   $      14.06   $      14.58   $     16.22   $     11.42
                                       ===========   ============   ============   ============   ===========   ===========
            Divided by
                (1 - Maximum
                Sales Charge)                  95%             95%            95%            95%           95%           95%
                                       -----------   ------------   ------------   ------------   -----------   -----------
            Offering Price
              Per Share*               $    14.36    $      12.98   $      14.80   $      15.35   $     17.07   $     12.02
                                       ===========   ============   ============   ============   ===========   ===========
  Class B:  Net Assets                 $29,218,517   $ 66,008,756   $105,964,953   $285,342,300   $22,399,488   $21,560,444
                                       -----------   ------------   ------------   ------------   -----------   -----------
            Shares Outstanding          2,157,030       5,357,308      7,603,107     19,663,398     1,389,541     1,893,776
                                       -----------   ------------   ------------   ------------   -----------   -----------
            Net Asset Value,
              Offering and Redemption
              Price Per Share          $    13.55    $      12.32   $      13.94   $      14.51   $     16.12   $     11.38
                                       ===========   ============   ============   ============   ===========   ===========
  Class C:  Net Assets                 $7,370,553    $ 23,209,861   $ 54,100,603   $125,795,774   $ 9,674,022   $ 7,730,820
                                       -----------   ------------   ------------   ------------   -----------   -----------
            Shares Outstanding            545,640       1,885,544      3,876,579      8,680,896       600,114       679,091
                                       -----------   ------------   ------------   ------------   -----------   -----------
            Net Asset Value,
              Offering and Redemption
              Price Per Share          $    13.51    $      12.31   $      13.96   $      14.49   $     16.12   $     11.38
                                       ===========   ============   ============   ============   ===========   ===========
  Class X:  Net Assets                 $13,212,365   $ 24,368,750   $ 34,002,341   $ 49,979,742   $ 6,427,518   $ 4,607,778
                                       -----------   ------------   ------------   ------------   -----------   -----------
            Shares Outstanding            977,966       1,980,621      2,441,424      3,450,594       398,762       405,560
                                       -----------   ------------   ------------   ------------   -----------   -----------
            Net Asset Value,
              Offering and Redemption
              Price Per Share          $    13.51    $      12.30   $      13.93   $      14.48   $     16.12   $     11.36
                                       ===========   ============   ============   ============   ===========   ===========
</TABLE>

* On sales of $50,000 or more, the offering price of Class A shares is reduced.

See Notes to Financial Statements.


<PAGE>
OCTOBER 31, 1999

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)                $24,993,897    $1,276,516,880   $180,102,822   $153,534,101   $179,652,618

  Receivable for Investments Sold
    in Corresponding Portfolios of
    American Skandia Master Trust                      6,997         1,336,306        159,131        473,971      1,686,396

  Receivable for Fund Shares Sold                    112,026        16,622,290      1,029,358        713,194      3,401,282

  Receivable from Investment Manager                      --                --             --          4,414             --

  Deferred Organization Costs                         38,695            38,696         38,697         38,696         38,695

  Prepaid Expenses                                    21,154            52,519         24,770         22,694         30,329
                                                 -----------    --------------   ------------   ------------   ------------
      Total Assets                                25,172,769     1,294,566,691    181,354,778    154,787,070    184,809,320
                                                 -----------    --------------   ------------   ------------   ------------
LIABILITIES:

  Payable for Investments Purchased
    in Corresponding Portfolios of
    American Skandia Master Trust                    112,026        16,622,290      1,029,358        713,194      3,401,282

  Payable to Investment Manager
  Payable For:                                         3,797             1,434             --             --             --

    Fund Shares Redeemed                               6,997         1,336,306        159,131        473,971      1,686,396

    Distribution Fees                                 30,938           896,464        130,366        117,954        131,793

    Accrued Dividends                                     --                --             --        642,723          9,637

    Accrued Expenses and Other Liabilities            32,668           472,537         72,760         76,815         66,378
                                                 -----------    --------------   ------------   ------------   ------------
      Total Liabilities                              186,426        19,329,031      1,391,615      2,024,657      5,295,486

                                                 -----------    --------------   ------------   ------------   ------------
NET ASSETS                                       $24,986,343    $1,275,237,660   $179,963,163   $152,762,413   $179,513,834
                                                 ===========    ==============   ============   ============   ============
COMPONENTS OF NET ASSETS

Capital Stock                                    $     2,234    $       64,055   $     13,154   $     15,238   $    179,512

Additional Paid-In Capital                        22,044,791     1,089,736,789    164,895,496    158,088,313    179,332,390

Undistributed Net Investment Income (Loss)                --                --        673,983       (188,644)            --

Accumulated Net Realized Gain (Loss) on
  Investments                                       (349,819)      (56,843,791)     2,717,739     (2,701,626)         1,932

Net Unrealized Appreciation (Depreciation) on
  Investments                                      3,289,137       242,280,607     11,662,791     (2,450,868)            --
                                                 -----------    --------------   ------------   ------------   ------------
NET ASSETS                                       $24,986,343    $1,275,237,660   $179,963,163   $152,762,413   $179,513,834
                                                 ===========    ==============   ============   ============   ============
(A) Investments at Cost                          $21,704,760    $1,034,236,273   $168,440,031   $155,984,969   $179,652,618
                                                 ===========    ==============   ============   ============   ============
</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>           <C>
NET ASSET VALUE:
  Class A:  Net Assets                              $4,623,226     $234,575,043   $31,959,866   $23,139,515   $43,003,741
                                                    ----------     ------------   -----------   -----------   -----------
            Shares Outstanding                         420,593       10,678,362    2,339,274     2,288,635     43,003,406
                                                    ----------     ------------   -----------   -----------   -----------
            Net Asset Value and
              Redemption Price
              Per Share                             $    10.99     $      21.97   $    13.66    $    10.11    $      1.00
                                                    ==========     ============   ===========   ===========   ===========
            Divided by
                (1 - Maximum
                Sales Charge)                               95%              95%          95%       95 3/4%           100%
                                                    ----------     ------------   -----------   -----------   -----------
            Offering Price
              Per Share*                            $    11.57     $      23.13   $    14.38    $    10.56    $      1.00
                                                    ==========     ============   ===========   ===========   ===========
  Class B:  Net Assets                              $9,256,942     $684,777,602   $79,962,364   $83,936,225   $79,202,220
                                                    ----------     ------------   -----------   -----------   -----------
            Shares Outstanding                         824,693       35,115,038    5,840,869     8,385,796     79,202,223
                                                    ----------     ------------   -----------   -----------   -----------
            Net Asset Value,
              Offering and Redemption
              Price Per Share                       $    11.22     $      19.50   $    13.69    $    10.01    $      1.00
                                                    ==========     ============   ===========   ===========   ===========
  Class C:  Net Assets                              $4,379,296     $222,229,979   $34,157,237   $26,112,418   $28,923,173
                                                    ----------     ------------   -----------   -----------   -----------
            Shares Outstanding                         390,827       11,415,901    2,496,237     2,609,330     28,922,501
                                                    ----------     ------------   -----------   -----------   -----------
            Net Asset Value,
              Offering and Redemption
              Price Per Share                       $    11.21     $      19.47   $    13.68    $    10.01    $      1.00
                                                    ==========     ============   ===========   ===========   ===========
  Class X:  Net Assets                              $6,726,879     $133,655,036   $33,883,696   $19,574,255   $28,384,700
                                                    ----------     ------------   -----------   -----------   -----------
            Shares Outstanding                         598,049        6,845,849    2,477,655     1,954,079     28,383,768
                                                    ----------     ------------   -----------   -----------   -----------
            Net Asset Value,
              Offering and Redemption
              Price Per Share                       $    11.25     $      19.52   $    13.68    $    10.02    $      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 YEAR ENDED OCTOBER 31, 1999

STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        ASAF                         ASAF          ASAF
                                                      FOUNDERS         ASAF         T. ROWE      AMERICAN       ASAF
                                                   INTERNATIONAL       JANUS      PRICE SMALL    CENTURY      FEDERATED
                                                       SMALL         SMALL-CAP      COMPANY     STRATEGIC    HIGH YIELD
                                                   CAPITALIZATION     GROWTH         VALUE       BALANCED       BOND
                                                        FUND           FUND          FUND          FUND         FUND
                                                   --------------   -----------   -----------   ----------   -----------
<S>                                                <C>              <C>           <C>           <C>          <C>
INVESTMENT INCOME:
  Interest                                           $   38,149     $   580,730   $  162,162    $1,654,984   $ 8,531,231
  Dividends                                              48,981          22,948      902,060       508,357       198,666
  Foreign Taxes Withheld                                 (5,180)           (620)         (68)       (4,614)           --
                                                     ----------     -----------   -----------   ----------   -----------
      Total Investment Income                            81,950         603,058    1,064,154     2,158,727     8,729,897
                                                     ----------     -----------   -----------   ----------   -----------
EXPENSES:
  Advisory Fees                                         103,317         562,160      554,993       642,319       627,384
  Shareholder Servicing Fees                            109,282         237,978      375,101       232,693       237,126
  Administration and Accounting Fees                     55,499          93,570      100,499       102,076       122,344
  Custodian Fees                                         52,315          43,428       38,939        78,532        18,334
  Distribution Fees -- Class A                            6,802          73,902       49,365        67,494        64,562
  Distribution Fees -- Class B                           31,178         259,463      199,794       323,442       476,811
  Distribution Fees -- Class C                           15,363         115,840      117,161       119,533       110,332
  Distribution Fees -- Class X                           33,781         101,514      139,309       135,725       179,982
  Supplemental Distribution Fees                             --           6,666           --            --            --
  Audit and Legal Fees                                    1,966          12,974       11,850        14,853        18,657
  Organization Costs                                     13,673          13,673       13,673        13,673        13,673
  Directors' Fees                                           492           2,649        3,133         3,436         4,732
  Registration Fees                                      37,044          81,405       65,063        74,051        85,727
  Miscellaneous Expenses                                  6,794          20,898       14,622        26,231        48,085
                                                     ----------     -----------   -----------   ----------   -----------
      Total Expenses                                    467,506       1,626,120    1,683,502     1,834,058     2,007,749
      Less: Reimbursement of Expenses by
             Investment Manager                        (230,103)       (319,189)    (484,132)     (402,807)     (279,932)
           Waiver of Fees by
             Investment Manager                              --              --           --            --            --
           Fees Paid Indirectly                              --          (6,666)          --            --            --
                                                     ----------     -----------   -----------   ----------   -----------
      Net Expenses                                      237,403       1,300,265    1,199,370     1,431,251     1,727,817
                                                     ----------     -----------   -----------   ----------   -----------
Net Investment Income (Loss)                           (155,453)       (697,207)    (135,216)      727,476     7,002,080
                                                     ----------     -----------   -----------   ----------   -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net Realized Gain (Loss) on:
    Securities                                        1,627,328       3,607,424    1,392,258     1,971,847      (327,421)
    Futures Contracts                                        --              --           --       (57,735)           --
    Written Options Contracts                                --              --           --            --            --
    Foreign Currency Transactions                       (67,191)          2,167           --        83,875            --
                                                     ----------     -----------   -----------   ----------   -----------
  Net Realized Gain (Loss)                            1,560,137       3,609,591    1,392,258     1,997,987      (327,421)
                                                     ----------     -----------   -----------   ----------   -----------
  Net Change in Unrealized Appreciation
    (Depreciation) on:
    Securities                                        1,080,293      46,265,212   (1,429,144)    4,674,848    (5,663,260)
    Futures Contracts                                        --              --           --       258,175            --
    Translation of Assets and
      Liabilities Denominated in
      Foreign Currencies                                  3,368              35           --         2,097            --
                                                     ----------     -----------   -----------   ----------   -----------
  Net Change in Unrealized Appreciation
    (Depreciation)                                    1,083,661      46,265,247   (1,429,144)    4,935,120    (5,663,260)
                                                     ----------     -----------   -----------   ----------   -----------
  Net Gain (Loss) on Investments                      2,643,798      49,874,838      (36,886)    6,933,107    (5,990,681)
                                                     ----------     -----------   -----------   ----------   -----------
  Net Increase (Decrease) in Net Assets Resulting
    from Operations                                  $2,488,345     $49,177,631   $ (172,102)   $7,660,583   $ 1,011,399
                                                     ==========     ===========   ===========   ==========   ===========
</TABLE>

See Notes to Financial Statements.


<PAGE>
                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

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

<TABLE>
<CAPTION>
                                                                                                     ASAF          ASAF
                                             ASAF          ASAF          ASAF          ASAF        NEUBERGER     NEUBERGER
                                          OPPENHEIMER   LORD ABBETT      JANUS        MARSICO       BERMAN        BERMAN
                                           LARGE-CAP    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>
INVESTMENT INCOME:
  Interest                                $  153,759    $  242,807    $   977,363   $ 1,429,409   $  106,813    $    91,154
  Dividends                                   93,715     1,365,786        885,635     1,593,953       37,950        284,549
  Foreign Taxes Withheld                          --        (1,708)       (46,902)      (44,737)          --           (156)
                                          ----------    -----------   -----------   -----------   -----------   -----------
      Total Investment Income                247,474     1,606,885      1,816,096     2,978,625      144,763        375,547
                                          ----------    -----------   -----------   -----------   -----------   -----------
EXPENSES:
  Advisory Fees                              368,000       808,861      1,437,139     2,818,404      227,549        187,268
  Shareholder Servicing Fees                 207,061       290,360        555,520       784,373      150,870        134,008
  Administration and Accounting Fees          71,124       111,509        159,094       248,223       52,952         46,443
  Custodian Fees                              24,170        26,948        205,373        35,192       28,595         17,796
  Distribution Fees -- Class A                28,832        73,966        150,582       262,216       27,152         20,223
  Distribution Fees -- Class B               176,865       344,597        500,421     1,356,677      108,589        103,750
  Distribution Fees -- Class C                51,192       130,849        283,330       654,589       54,187         40,117
  Distribution Fees -- Class X               103,978       185,482        221,576       282,705       35,752         23,763
  Supplemental Distribution Fees                  --        26,208         21,031        20,637        5,851         20,744
  Audit and Legal Fees                         8,215        17,152         27,144        56,071        4,964          4,149
  Organization Costs                              --            --             --            --           --             --
  Directors' Fees                              2,044         4,056          6,387        13,040        1,163            949
  Registration Fees                           55,974        81,130        113,088       258,494       64,074         58,381
  Miscellaneous Expenses                      10,588        22,099         50,934        80,101       10,079          8,925
                                          ----------    -----------   -----------   -----------   -----------   -----------
      Total Expenses                       1,108,043     2,123,217      3,731,619     6,870,722      771,777        666,516
      Less: Reimbursement of
             Expenses by
             Investment Manager             (231,936)     (310,596)      (333,601)     (770,893)    (224,107)      (197,824)
           Waiver of Fees by
             Investment Manager               (8,636)     (161,772)      (130,652)           --           --             --
           Fees Paid Indirectly                   --       (26,208)       (21,031)      (20,637)      (5,851)       (20,744)
                                          ----------    -----------   -----------   -----------   -----------   -----------
      Net Expenses                           867,471     1,624,641      3,246,335     6,079,192      541,819        447,948
                                          ----------    -----------   -----------   -----------   -----------   -----------
Net Investment Income (Loss)                (619,997)      (17,756)    (1,430,239)   (3,100,567)    (397,056)       (72,401)
                                          ----------    -----------   -----------   -----------   -----------   -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Net Realized Gain (Loss) on:
    Securities                             4,509,503    (1,864,544)    (3,345,216)   (8,079,193)  (2,023,101)       862,653
    Futures Contracts                             --            --             --            --           --             --
    Written Options Contracts                     --            --             --      (106,679)          --             --
    Foreign Currency Transactions                 --            --       (966,207)           --           (7)            --
                                          ----------    -----------   -----------   -----------   -----------   -----------
  Net Realized Gain (Loss)                 4,509,503    (1,864,544)    (4,311,423)   (8,185,872)  (2,023,108)       862,653
                                          ----------    -----------   -----------   -----------   -----------   -----------
  Net Change in Unrealized
    Appreciation (Depreciation) on:
    Securities                             4,407,755     9,399,850     45,683,029    85,728,862    8,571,273     (1,727,464)
    Futures Contracts                             --            --             --            --           --             --
    Translation of Assets and
      Liabilities Denominated in
      Foreign Currencies                          --            --       (251,520)          511           --             --
                                          ----------    -----------   -----------   -----------   -----------   -----------
  Net Change in Unrealized
    Appreciation (Depreciation)            4,407,755     9,399,850     45,431,509    85,729,373    8,571,273     (1,727,464)
                                          ----------    -----------   -----------   -----------   -----------   -----------
  Net Gain (Loss) on Investments           8,917,258     7,535,306     41,120,086    77,543,501    6,548,165       (864,811)
                                          ----------    -----------   -----------   -----------   -----------   -----------
  Net Increase (Decrease) in Net
    Assets Resulting from Operations      $8,297,261    $7,517,550    $39,689,847   $74,442,934   $6,151,109    $  (937,212)
                                          ==========    ===========   ===========   ===========   ===========   ===========
</TABLE>

See Notes to Financial Statements.


<PAGE>
FOR THE YEAR ENDED OCTOBER 31, 1999

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                                            $   44,459     $  6,584,137   $ 2,108,171   $ 6,642,731   $4,699,238
    Dividends                                              335,263        1,342,055     1,386,277            --           --
    Foreign Taxes Withheld                                 (51,880)         (23,013)       (1,174)           --           --
                                                        ----------     ------------   -----------   -----------   ----------
      Total Investment Income                              327,842        7,903,179     3,493,274     6,642,731    4,699,238
      Expenses from Corresponding Portfolios of
        American Skandia Master Trust                     (290,199)      (7,087,896)   (1,022,828)     (801,428)    (584,434)
                                                        ----------     ------------   -----------   -----------   ----------
      Net Investment Income (Loss) from Corresponding
        Portfolios of American Skandia Master Trust         37,643          815,283     2,470,446     5,841,303    4,114,804
                                                        ----------     ------------   -----------   -----------   ----------
EXPENSES:
  Shareholder Servicing Fees                               146,904        1,741,738       339,852       219,645      255,176
  Administration and Accounting Fees                        30,001           60,000        53,000        52,999       36,646
  Distribution Fees -- Class A                              15,996          607,936       100,877        70,007      111,055
  Distribution Fees -- Class B                              57,662        3,279,348       462,979       504,909      369,569
  Distribution Fees -- Class C                              32,883        1,164,717       206,540       177,205      159,278
  Distribution Fees -- Class X                              61,840          873,700       268,978       164,863      179,037
  Supplemental Distribution Fees                             3,142           66,845        46,415            --           --
  Audit and Legal Fees                                       1,943           62,198        11,485         9,853        8,924
  Organization Costs                                        12,955           12,955        12,955        12,955       12,955
  Directors' Fees                                              996           30,274         5,791         4,923        4,501
  Registration Fees                                         43,112          556,476        93,359        92,057      119,927
  Miscellaneous Expenses                                     4,072          174,025        28,311        24,858       25,600
                                                        ----------     ------------   -----------   -----------   ----------
      Total Expenses                                       411,506        8,630,212     1,630,542     1,334,274    1,282,668
      Less: Reimbursement of Expenses by Investment
             Manager                                      (235,177)      (1,885,197)     (370,317)     (330,620)    (118,169)
           Fees Paid Indirectly                             (3,142)         (66,845)      (46,415)           --           --
                                                        ----------     ------------   -----------   -----------   ----------
      Net Expenses                                         173,187        6,678,170     1,213,810     1,003,654    1,164,499
                                                        ----------     ------------   -----------   -----------   ----------
Net Investment Income (Loss)                              (135,544)      (5,862,887)    1,256,636     4,837,649    2,950,305
                                                        ----------     ------------   -----------   -----------   ----------
REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS FROM
  CORRESPONDING PORTFOLIOS OF
  AMERICAN SKANDIA MASTER TRUST:
  Net Realized Gain (Loss) on:
    Securities                                            (278,463)     (51,859,781)    3,247,433    (1,695,853)       2,598
    Futures Contracts                                           --               --            --    (1,072,511)          --
    Written Options Contracts                                   --               --            --        97,353           --
    Swap Agreements                                             --               --            --       (30,823)          --
    Foreign Currency Transactions                          (21,086)         (15,752)           --      (188,724)          --
                                                        ----------     ------------   -----------   -----------   ----------
  Net Realized Gain (Loss)                                (299,549)     (51,875,533)    3,247,433    (2,890,558)       2,598
                                                        ----------     ------------   -----------   -----------   ----------
  Net Change in Unrealized Appreciation
    (Depreciation) on:
    Securities                                           3,333,045      228,050,761     9,613,363    (2,874,806)          --
    Futures Contracts                                           --               --            --         5,847           --
    Written Options Contracts                                   --               --            --        89,366           --
    Swap Agreements                                             --               --            --        (8,723)          --
    Translation of Assets and Liabilities Denominated
      in Foreign Currencies                                 (4,215)              42            --        90,325           --
                                                        ----------     ------------   -----------   -----------   ----------
  Net Change in Unrealized Appreciation
    (Depreciation)                                       3,328,830      228,050,803     9,613,363    (2,697,991)          --
                                                        ----------     ------------   -----------   -----------   ----------
  Net Gain (Loss) on Investments                         3,029,281      176,175,270    12,860,796    (5,588,549)       2,598
                                                        ----------     ------------   -----------   -----------   ----------
  Net Increase (Decrease) in Net Assets Resulting
    from Operations                                     $2,893,737     $170,312,383   $14,117,432   $  (750,900)  $2,952,903
                                                        ==========     ============   ===========   ===========   ==========
</TABLE>

See Notes to Financial Statements.


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------


<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
                               -------------------------   --------------------------   -------------------------   ------------
                               YEAR ENDED    YEAR ENDED     YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED     YEAR ENDED
                               OCTOBER 31,   OCTOBER 31,   OCTOBER 31,    OCTOBER 31,   OCTOBER 31,   OCTOBER 31,   OCTOBER 31,
                                  1999          1998           1999          1998          1999          1998           1999
                               -----------   -----------   ------------   -----------   -----------   -----------   ------------
<S>                            <C>           <C>           <C>            <C>           <C>           <C>           <C>
FROM OPERATIONS:
 Net Investment Income (Loss)  $  (155,453)  $  (21,602)   $   (697,207)  $   (57,296)  $  (135,216)  $   (46,776)  $    727,476
 Net Realized Gain (Loss) on
   Investments                   1,560,137     (203,090)      3,609,591      (860,753)    1,392,258      (373,253)     1,997,987
 Net Change in Unrealized
   Appreciation
   (Depreciation) on
   Investments                   1,083,661      (55,153)     46,265,247        50,611    (1,429,144)   (5,500,322)     4,935,120
                               -----------   ----------    ------------   -----------   -----------   -----------   ------------
Net Increase (Decrease) in
   Net Assets Resulting from
   Operations                    2,488,345     (279,845)     49,177,631      (867,438)     (172,102)   (5,920,351)     7,660,583
                               -----------   ----------    ------------   -----------   -----------   -----------   ------------
DISTRIBUTIONS TO SHAREHOLDERS:
 From Net Investment Income:
   Class A                              --         (452)             --            --            --          (181)      (112,620)
   Class B                              --         (125)             --            --            --          (114)      (136,565)
   Class C                              --          (62)             --            --            --           (35)       (51,277)
   Class X                              --         (180)             --            --            --           (92)       (58,449)
 In Excess of Net Investment
   Income:
   Class A                              --          (74)             --            --       (27,592)       (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)             --            --       (27,592)      (10,189)      (358,911)
                               -----------   ----------    ------------   -----------   -----------   -----------   ------------
CAPITAL SHARE TRANSACTIONS
 (NOTE 4):
 Net Increase in Net Assets
   from Capital Share
   Transactions                  8,904,367    5,208,868     155,373,353    10,639,455    21,076,473    44,422,288    101,103,998
                               -----------   ----------    ------------   -----------   -----------   -----------   ------------
Net Increase in Net Assets      11,392,712    4,928,071     204,550,984     9,772,017    20,876,779    38,491,748    108,405,670
NET ASSETS:
 Beginning of Period             5,548,877      620,806      10,661,100       889,083    41,004,854     2,513,106     21,996,941
                               -----------   ----------    ------------   -----------   -----------   -----------   ------------
 End of Period                 $16,941,589   $5,548,877    $215,212,084   $10,661,100   $61,881,633   $41,004,854   $130,402,611
                               ===========   ==========    ============   ===========   ===========   ===========   ============

<CAPTION>
                                  ASAF
                                AMERICAN
                                 CENTURY
                                STRATEGIC
                                BALANCED
                                  FUND
                               -----------
                               YEAR ENDED
                               OCTOBER 31,
                                  1998
                               -----------
<S>                            <C>
FROM OPERATIONS:
 Net Investment Income (Loss)  $    79,418
 Net Realized Gain (Loss) on
   Investments                  (1,207,852)
 Net Change in Unrealized
   Appreciation
   (Depreciation) on
   Investments                   1,441,116
                               -----------
Net Increase (Decrease) in
 Net Assets Resulting from
 Operations                        312,682
                               -----------
DISTRIBUTIONS TO SHAREHOLDERS
 From Net Investment Income:
   Class A                         (11,493)
   Class B                          (9,726)
   Class C                          (4,525)
   Class X                          (9,794)
 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)
                               -----------
CAPITAL SHARE TRANSACTIONS
 (NOTE 4):
 Net Increase in Net Assets
   from Capital Share
   Transactions                 20,468,469
                               -----------
Net Increase in Net Assets      20,745,613
NET ASSETS:
 Beginning of Period             1,251,328
                               -----------
 End of Period                 $21,996,941
                               ===========
</TABLE>

See Notes to Financial Statements.


<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          ASAF                        ASAF                         ASAF                  ASAF
                                       FEDERATED                   OPPENHEIMER                 LORD ABBETT              JANUS
                                       HIGH YIELD                   LARGE-CAP                     GROWTH               OVERSEAS
                                          BOND                       GROWTH                     AND INCOME              GROWTH
                                          FUND                        FUND                         FUND                  FUND
                               --------------------------   -------------------------   --------------------------   ------------
                                YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED     YEAR ENDED    YEAR ENDED     YEAR ENDED
                               OCTOBER 31,    OCTOBER 31,   OCTOBER 31,   OCTOBER 31,   OCTOBER 31,    OCTOBER 31,   OCTOBER 31,
                                   1999          1998          1999         1998(1)         1999         1998(1)         1999
                               ------------   -----------   -----------   -----------   ------------   -----------   ------------
<S>                            <C>            <C>           <C>           <C>           <C>            <C>           <C>
FROM OPERATIONS:
 Net Investment Income (Loss)  $  7,002,080   $ 1,488,563   $  (619,997)  $  (126,014)  $    (17,756)  $    26,263   $ (1,430,239)
 Net Realized Gain (Loss) on
   Investments                     (327,421)      (17,619)    4,509,503    (2,156,987)    (1,864,544)   (1,190,045)    (4,311,423)
 Net Change in Unrealized
   Appreciation
   (Depreciation) on
   Investments                   (5,663,260)   (2,955,623)    4,407,755     1,263,670      9,399,850       938,931     45,431,509
                               ------------   -----------   -----------   -----------   ------------   -----------   ------------
Net Increase (Decrease) in
 Net Assets Resulting from
 Operations                       1,011,399    (1,484,679)    8,297,261    (1,019,331)     7,517,550      (224,851)    39,689,847
                               ------------   -----------   -----------   -----------   ------------   -----------   ------------
DISTRIBUTIONS TO SHAREHOLDERS:
 From Net Investment Income:
   Class A                       (1,066,043)     (230,890)           --            --        (12,015)       (6,881)            --
   Class B                       (3,686,137)     (635,141)           --            --         (1,848)       (1,202)            --
   Class C                         (853,383)     (207,080)           --            --           (855)         (484)            --
   Class X                       (1,396,517)     (415,452)           --            --         (1,589)       (1,389)            --
 In Excess of Net Investment
   Income:
   Class A                               --            --            --            --        (36,455)           --             --
   Class B                               --            --            --            --         (5,608)           --             --
   Class C                               --            --            --            --         (2,595)           --             --
   Class X                               --            --            --            --         (4,822)           --             --
 From Net Realized Gains:
   Class A                               --            --            --            --             --            --             --
   Class B                               --            --            --            --             --            --             --
   Class C                               --            --            --            --             --            --             --
   Class X                               --            --            --            --             --            --             --
                               ------------   -----------   -----------   -----------   ------------   -----------   ------------
Total Distributions              (7,002,080)   (1,488,563)           --            --        (65,787)       (9,956)            --
                               ------------   -----------   -----------   -----------   ------------   -----------   ------------
CAPITAL SHARE TRANSACTIONS
 (NOTE 4):
 Net Increase in Net Assets
   from Capital Share
   Transactions                  77,719,547    44,745,185    31,103,658    20,690,453    101,607,672    32,886,035    170,502,829
                               ------------   -----------   -----------   -----------   ------------   -----------   ------------
Net Increase in Net Assets       71,728,866    41,771,943    39,400,919    19,671,122    109,059,435    32,651,228    210,192,676
NET ASSETS:
 Beginning of Period             45,608,402     3,836,459    19,671,122            --     32,651,228            --     44,957,018
                               ------------   -----------   -----------   -----------   ------------   -----------   ------------
 End of Period                 $117,337,268   $45,608,402   $59,072,041   $19,671,122   $141,710,663   $32,651,228   $255,149,694
                               ============   ===========   ===========   ===========   ============   ===========   ============

<CAPTION>
                                  ASAF
                                  JANUS
                                OVERSEAS
                                 GROWTH
                                  FUND
                               -----------
                               YEAR ENDED
                               OCTOBER 31,
                                 1998(1)
                               -----------
<S>                            <C>
FROM OPERATIONS:
 Net Investment Income (Loss)  $   (45,889)
 Net Realized Gain (Loss) on
   Investments                  (2,636,468)
 Net Change in Unrealized
   Appreciation
   (Depreciation) on
   Investments                   1,140,279
                               -----------
Net Increase (Decrease) in
 Net Assets Resulting from
 Operations                     (1,542,078)
                               -----------
DISTRIBUTIONS TO SHAREHOLDERS
 From Net Investment Income:
   Class A                              --
   Class B                              --
   Class C                              --
   Class X                              --
 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                     --
                               -----------
CAPITAL SHARE TRANSACTIONS
 (NOTE 4):
 Net Increase in Net Assets
   from Capital Share
   Transactions                 46,499,096
                               -----------
Net Increase in Net Assets      44,957,018
NET ASSETS:
 Beginning of Period                    --
                               -----------
 End of Period                 $44,957,018
                               ===========
</TABLE>

See Notes to Financial Statements.


<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
                                --------------------------   -------------------------   -------------------------
                                 YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED
                                OCTOBER 31,    OCTOBER 31,   OCTOBER 31,   OCTOBER 31,   OCTOBER 31,   OCTOBER 31,
                                    1999         1998(2)        1999         1998(2)        1999         1998(2)
                                ------------   -----------   -----------   -----------   -----------   -----------
<S>                             <C>            <C>           <C>           <C>           <C>           <C>
FROM OPERATIONS:
 Net Investment Income (Loss)   $ (3,100,567)  $    14,303   $  (397,056)  $   (1,506)   $   (72,401)  $    1,431
 Net Realized Gain (Loss) on
   Investments                    (8,185,872)     (949,883)   (2,023,108)      94,129        862,653        1,518
 Net Change in Unrealized
   Appreciation (Depreciation)
   on Investments                 85,729,373     2,185,679     8,571,273      227,047     (1,727,464)      80,561
                                ------------   -----------   -----------   ----------    -----------   ----------
Net Increase (Decrease) in Net
 Assets Resulting from
 Operations                       74,442,934     1,250,099     6,151,109      319,670       (937,212)      83,510
                                ------------   -----------   -----------   ----------    -----------   ----------
DISTRIBUTIONS TO SHAREHOLDERS:
 From Net Investment Income:
   Class A                           (14,303)           --            --           --           (508)          --
   Class B                                --            --            --           --           (549)          --
   Class C                                --            --            --           --           (242)          --
   Class X                                --            --            --           --           (132)          --
 In Excess of Net Investment
   Income:
   Class A                               (35)           --            --           --         (2,758)          --
   Class B                                --            --            --           --         (2,976)          --
   Class C                                --            --            --           --         (1,315)          --
   Class X                                --            --            --           --           (718)          --
 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                  (14,338)           --       (94,129)          --        (10,694)          --
                                ------------   -----------   -----------   ----------    -----------   ----------
CAPITAL SHARE TRANSACTIONS
 (NOTE 4):
 Net Increase in Net Assets
   from Capital Share
   Transactions                  448,096,651    40,538,469    40,361,211    2,670,718     39,513,072    3,811,040
                                ------------   -----------   -----------   ----------    -----------   ----------
Net Increase in Net Assets       522,525,247    41,788,568    46,418,191    2,990,388     38,565,166    3,894,550
NET ASSETS:
 Beginning of Period              41,788,568            --     2,990,388           --      3,894,550           --
                                ------------   -----------   -----------   ----------    -----------   ----------
 End of Period                  $564,313,815   $41,788,568   $49,408,579   $2,990,388    $42,459,716   $3,894,550
                                ============   ===========   ===========   ==========    ===========   ==========

<CAPTION>

                                          ASAF
                                      T. ROWE PRICE
                                      INTERNATIONAL
                                         EQUITY
                                          FUND
                                -------------------------
                                YEAR ENDED    YEAR ENDED
                                OCTOBER 31,   OCTOBER 31,
                                   1999          1998
                                -----------   -----------
<S>                             <C>           <C>
FROM OPERATIONS:
 Net Investment Income (Loss)   $  (135,544)  $   (43,968)
 Net Realized Gain (Loss) on
   Investments                     (299,549)      (67,792)
 Net Change in Unrealized
   Appreciation (Depreciation)
   on Investments                 3,328,830        25,778
                                -----------   -----------
Net Increase (Decrease) in Net
 Assets Resulting from
 Operations                       2,893,737       (85,982)
                                -----------   -----------
DISTRIBUTIONS TO SHAREHOLDERS:
 From Net Investment Income:
   Class A                               --            --
   Class B                               --            --
   Class C                               --            --
   Class X                               --            --
 In Excess of Net Investment
   Income:
   Class A                          (13,643)           --
   Class B                           (6,565)           --
   Class C                           (4,600)           --
   Class X                           (9,863)           --
 From Net Realized Gains:
   Class A                               --            --
   Class B                               --            --
   Class C                               --            --
   Class X                               --            --
                                -----------   -----------
Total Distributions                 (34,671)           --
                                -----------   -----------
CAPITAL SHARE TRANSACTIONS
 (NOTE 4):
 Net Increase in Net Assets
   from Capital Share
   Transactions                   9,698,559    10,953,519
                                -----------   -----------
Net Increase in Net Assets       12,557,625    10,867,537
NET ASSETS:
 Beginning of Period             12,428,718     1,561,181
                                -----------   -----------
 End of Period                  $24,986,343   $12,428,718
                                ===========   ===========
</TABLE>

(1) Commenced operations on December 31, 1997.
(2) Commenced operations on August 19, 1998.

See Notes to Financial Statements.


<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                          ASAF                           ASAF                         ASAF
                                          JANUS                        INVESCO                       TOTAL

                                         CAPITAL                        EQUITY                       RETURN
                                         GROWTH                         INCOME                        BOND
                                          FUND                           FUND                         FUND
                              -----------------------------   --------------------------   --------------------------
                                YEAR ENDED      YEAR ENDED     YEAR ENDED    YEAR ENDED     YEAR ENDED    YEAR ENDED
                               OCTOBER 31,     OCTOBER 31,    OCTOBER 31,    OCTOBER 31,   OCTOBER 31,    OCTOBER 31,
                                   1999            1998           1999          1998           1999          1998
                              --------------   ------------   ------------   -----------   ------------   -----------
<S>                           <C>              <C>            <C>            <C>           <C>            <C>
FROM OPERATIONS:
Net Investment Income (Loss)  $   (5,862,887)  $   (334,631)  $  1,256,636   $   346,202   $  4,837,649   $   604,031
 Net Realized Gain (Loss) on
   Investments                   (51,875,533)    (4,945,536)     3,247,433      (517,156)    (2,890,558)      371,331
 Net Change in Unrealized
   Appreciation
   (Depreciation) on
   Investments                   228,050,803     14,298,404      9,613,363     2,038,173     (2,697,991)      235,283
                              --------------   ------------   ------------   -----------   ------------   -----------
Net Increase (Decrease) in
 Net Assets Resulting from
 Operations                      170,312,383      9,018,237     14,117,432     1,867,219       (750,900)    1,210,645
                              --------------   ------------   ------------   -----------   ------------   -----------
DISTRIBUTIONS TO
 SHAREHOLDERS:
 From Net Investment Income:
   Class A                                --         (3,261)      (207,977)      (38,382)      (746,581)      (81,710)
   Class B                                --         (1,754)      (267,381)      (49,590)    (2,433,498)     (203,491)
   Class C                                --           (551)      (120,280)      (19,657)      (857,234)     (142,796)
   Class X                                --         (1,648)      (171,251)      (53,610)      (800,336)     (178,399)
 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                                --             --             --            --        (41,731)          (35)
   Class B                                --             --             --            --       (174,101)          (98)
   Class C                                --             --             --            --        (68,174)          (43)
   Class X                                --             --             --            --        (87,038)         (111)
                              --------------   ------------   ------------   -----------   ------------   -----------
Total Distributions                       --        (13,455)      (766,889)     (161,239)    (5,208,693)     (606,683)
                              --------------   ------------   ------------   -----------   ------------   -----------
CAPITAL SHARE TRANSACTIONS
 (NOTE 4):
 Net Increase in Net Assets
   from Capital Share
   Transactions                  965,500,168    126,069,978    112,998,444    48,599,599    114,425,804    42,508,563
                              --------------   ------------   ------------   -----------   ------------   -----------
 Net Increase in Net Assets    1,135,812,551    135,074,760    126,348,987    50,305,579    108,466,211    43,112,525
NET ASSETS:
 Beginning of Period             139,425,109      4,350,349     53,614,176     3,308,597     44,296,202     1,183,677
                              --------------   ------------   ------------   -----------   ------------   -----------
 End of Period                $1,275,237,660   $139,425,109   $179,963,163   $53,614,176   $152,762,413   $44,296,202
                              ==============   ============   ============   ===========   ============   ===========

<CAPTION>
                                         ASAF
                                         JPM
                                        MONEY
                                        MARKET
                                         FUND
                              --------------------------
                               YEAR ENDED    YEAR ENDED
                              OCTOBER 31,    OCTOBER 31,
                                  1999          1998
                              ------------   -----------
<S>                           <C>            <C>
FROM OPERATIONS:
Net Investment Income (Loss)  $  2,950,305   $   521,976
 Net Realized Gain (Loss) on
   Investments                       2,598          (666)
 Net Change in Unrealized
   Appreciation
   (Depreciation) on
   Investments                          --            --
                              ------------   -----------
Net Increase (Decrease) in
 Net Assets Resulting from
 Operations                      2,952,903       521,310
                              ------------   -----------
DISTRIBUTIONS TO
 SHAREHOLDERS:
 From Net Investment Income:
   Class A                        (790,112)     (105,287)
   Class B                      (1,124,422)     (132,858)
   Class C                        (488,137)      (78,804)
   Class X                        (547,634)     (205,027)
 In Excess of Net Investment
   Income:
   Class A                              --            --
   Class B                              --            --
   Class C                              --            --
   Class X                              --            --
 From Net Realized Gains:
   Class A                              --            (4)
   Class B                              --           (10)
   Class C                              --            (4)
   Class X                              --            (7)
                              ------------   -----------
Total Distributions             (2,950,305)     (522,001)
                              ------------   -----------
CAPITAL SHARE TRANSACTIONS
 (NOTE 4):
 Net Increase in Net Assets
   from Capital Share
   Transactions                136,157,181    41,796,215
                              ------------   -----------
 Net Increase in Net Assets    136,159,779    41,795,524
NET ASSETS:
 Beginning of Period            43,354,055     1,558,531
                              ------------   -----------
 End of Period                $179,513,834   $43,354,055
                              ============   ===========
</TABLE>

See Notes to Financial Statements.


<PAGE>

                      [This page intentionally left blank]


<PAGE>

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                             1999          $ 10.27      $(0.14)         $ 3.43        $ 3.29
                                     1998             9.87       (0.02)           0.45          0.43
                                     1997(1)         10.00        0.05           (0.18)        (0.13)
 Class B                             1999            10.23       (0.22)           3.43          3.21
                                     1998             9.85       (0.08)           0.46          0.38
                                     1997(1)         10.00        0.04           (0.19)        (0.15)
 Class C                             1999            10.22       (0.21)           3.42          3.21
                                     1998             9.86       (0.08)           0.44          0.36
                                     1997(1)         10.00        0.04           (0.18)        (0.14)
 Class X                             1999            10.21       (0.19)           3.41          3.22
                                     1998             9.84       (0.08)           0.45          0.37
                                     1997(1)         10.00        0.04           (0.20)        (0.16)
ASAF JANUS SMALL-CAP
GROWTH FUND:
- ------------------------------
- ------------------------------
 Class A                             1999          $  9.11      $(0.10)         $ 8.07        $ 7.97
                                     1998             9.94       (0.07)          (0.76)        (0.83)
                                     1997(1)         10.00       (0.03)          (0.03)        (0.06)
 Class B                             1999             9.04       (0.17)           8.00          7.83
                                     1998             9.93       (0.12)          (0.77)        (0.89)
                                     1997(1)         10.00       (0.04)          (0.03)        (0.07)
 Class C                             1999             9.06       (0.16)           8.00          7.84
                                     1998             9.94       (0.10)          (0.78)        (0.88)
                                     1997(1)         10.00       (0.04)          (0.02)        (0.06)
 Class X                             1999             9.06       (0.15)           7.99          7.84
                                     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                             1999          $  8.85      $ 0.02          $ 0.06        $ 0.08
                                     1998            10.46        0.04           (1.62)        (1.58)
                                     1997(1)         10.00        0.02            0.44          0.46
 Class B                             1999             8.80       (0.03)           0.07          0.04
                                     1998            10.44       (0.02)          (1.61)        (1.63)
                                     1997(1)         10.00          --            0.44          0.44
 Class C                             1999             8.80       (0.03)           0.07          0.04
                                     1998            10.45       (0.02)          (1.62)        (1.64)
                                     1997(1)         10.00          --            0.45          0.45
 Class X                             1999             8.80       (0.03)           0.07          0.04
                                     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                             1999          $ 10.89      $ 0.19          $ 1.89        $ 2.08
                                     1998             9.99        0.15            0.84          0.99
                                     1997(1)         10.00        0.04           (0.05)        (0.01)
 Class B                             1999            10.86        0.12            1.88          2.00
                                     1998             9.96        0.09            0.85          0.94
                                     1997(1)         10.00        0.02           (0.06)        (0.04)
 Class C                             1999            10.87        0.11            1.87          1.98
                                     1998             9.98        0.09            0.84          0.93
                                     1997(1)         10.00        0.02           (0.04)        (0.02)
 Class X                             1999            10.85        0.11            1.89          2.00
                                     1998             9.96        0.09            0.84          0.93
                                     1997(1)         10.00        0.02           (0.06)        (0.04)

<CAPTION>

                                               Less Distributions
                                   ------------------------------------------
                                    From Net     In Excess of      From Net
                                   Investment   Net Investment     Realized
                                     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                             $(0.12)        $   --            $--
                                      (0.09)            --            --
                                         --             --            --
 Class B                              (0.05)            --            --
                                      (0.04)            --            --
                                         --             --            --
 Class C                              (0.05)            --            --
                                      (0.04)            --            --
                                         --             --            --
 Class X                              (0.05)            --            --
                                      (0.04)            --            --
                                         --             --            --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      Ratios of Expenses
                                            Supplemental Data                      to Average Net Assets(3)
                                  -------------------------------------   ------------------------------------------
                    Net Asset                 Net Assets at   Portfolio      Net      After Expense   Before Expense
      Total           Value         Total     End of Period   Turnover    Operating   Reimbursement   Reimbursement
  Distributions   End of Period   Return(2)     (in 000s)       Rate      Expenses    and Waiver(4)   and Waiver(4)
  -------------   -------------   ---------   -------------   ---------   ---------   -------------   --------------
  <S>             <C>             <C>         <C>             <C>         <C>         <C>             <C>
     $   --          $13.56         32.04%       $ 2,374         268%        2.10%        2.10%             4.53%
      (0.03)          10.27          4.32%           886          49%        2.10%        2.10%             9.20%
         --            9.87         (1.30%)          106          --         2.10%        2.10%           136.49%
         --           13.44         31.38%         7,722         268%        2.60%        2.60%             5.04%
         --           10.23          3.90%         1,387          49%        2.60%        2.60%             9.80%
         --            9.85         (1.50%)          230          --         2.60%        2.60%            90.64%
         --           13.43         31.41%         2,540         268%        2.60%        2.60%             5.05%
         --           10.22          3.69%           872          49%        2.60%        2.60%             9.72%
         --            9.86         (1.40%)           79          --         2.60%        2.60%            55.02%
         --           13.43         31.54%         4,305         268%        2.60%        2.60%             5.07%
         --           10.21          3.80%         2,404          49%        2.60%        2.60%             9.58%
         --            9.84         (1.60%)          206          --         2.60%        2.60%            54.45%

     $   --          $17.08         87.80%       $54,039          74%        1.70%        1.71%             2.20%
         --            9.11         (8.45%)        1,801          94%        1.70%        1.70%             6.38%
         --            9.94         (0.60%)          193          --         1.70%        1.70%           105.48%
         --           16.87         86.73%        98,524          74%        2.20%        2.21%             2.69%
         --            9.04         (8.96%)        2,685          94%        2.20%        2.20%             6.86%
         --            9.93         (0.70%)          353          --         2.20%        2.20%            57.99%
         --           16.90         86.64%        38,337          74%        2.20%        2.21%             2.73%
         --            9.06         (8.85%)        2,090          94%        2.20%        2.20%             6.60%
         --            9.94         (0.60%)           74          --         2.20%        2.20%            42.48%
         --           16.90         86.53%        24,312          74%        2.20%        2.21%             2.82%
         --            9.06         (8.76%)        4,085          94%        2.20%        2.20%             6.69%
         --            9.93         (0.70%)          270          --         2.20%        2.20%            47.29%

     $(0.03)         $ 8.90          0.86%       $10,881          35%        1.75%        1.75%             2.61%
      (0.03)           8.85        (15.13%)        7,155           4%        1.75%        1.75%             3.51%
         --           10.46          4.60%           383          --         1.75%        1.75%            54.47%
         --            8.84          0.45%        23,890          35%        2.25%        2.25%             3.13%
      (0.01)           8.80        (15.63%)       13,184           4%        2.25%        2.25%             4.03%
         --           10.44          4.40%         1,155          --         2.25%        2.25%            30.14%
         --            8.84          0.45%        13,164          35%        2.25%        2.25%             3.13%
      (0.01)           8.80        (15.71%)        8,298           4%        2.25%        2.25%             3.97%
         --           10.45          4.50%           335          --         2.25%        2.25%            33.60%
         --            8.84          0.45%        13,947          35%        2.25%        2.25%             3.12%
      (0.01)           8.80        (15.63%)       12,368           4%        2.25%        2.25%             4.00%
         --           10.44          4.40%           640          --         2.25%        2.25%            22.43%

     $(0.12)         $12.85         19.10%       $24,443         104%        1.60%        1.60%             2.15%
      (0.09)          10.89          9.93%         3,359          93%        1.60%        1.60%             4.32%
         --            9.99         (0.10%)          257           2%        1.60%        1.60%            37.87%
      (0.05)          12.81         18.46%        65,933         104%        2.10%        2.10%             2.67%
      (0.04)          10.86          9.45%         8,272          93%        2.10%        2.10%             4.65%
         --            9.96         (0.40%)          381           2%        2.10%        2.10%            29.90%
      (0.05)          12.80         18.26%        20,769         104%        2.10%        2.10%             2.67%
      (0.04)          10.87          9.33%         3,202          93%        2.10%        2.10%             4.77%
         --            9.98         (0.20%)          215           2%        2.10%        2.10%            38.96%
      (0.05)          12.80         18.48%        19,258         104%        2.10%        2.10%             2.67%
      (0.04)          10.85          9.34%         7,164          93%        2.10%        2.10%             4.66%
         --            9.96         (0.40%)          398           2%        2.10%        2.10%            26.66%

<CAPTION>

  Ratio of Net Investment
     Income (Loss) to
   Average Net Assets(3)
  -----------------------
  <S>  <C>
           (1.19%)
           (0.28%)
            2.03%
           (1.84%)
           (0.74%)
            1.62%
           (1.74%)
           (0.79%)
            1.72%
           (1.63%)
           (0.76%)
            1.58%

           (0.73%)
           (0.75%)
           (1.16%)
           (1.24%)
           (1.26%)
           (1.73%)
           (1.25%)
           (1.13%)
           (1.73%)
           (1.21%)
           (1.19%)
           (1.70%)

            0.17%
            0.20%
            0.69%
           (0.35%)
           (0.30%)
            0.17%
           (0.34%)
           (0.32%)
            0.02%
           (0.31%)
           (0.32%)
            0.19%

            1.44%
            1.30%
            1.56%
            0.94%
            0.80%
            0.79%
            0.92%
            0.79%
            0.78%
            0.88%
            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.
(4) Includes commissions received by American Skandia Marketing, Incorporated
    under the Funds' Supplemental Distribution Plan, as described in Note 3 to
    the Financial Statements.
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  -----------------------------------------
                                     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 FEDERATED
HIGH YIELD BOND FUND:
- ------------------------------
- ------------------------------
  Class A                          1999          $  9.38      $ 0.80          $(0.25)       $0.55
                                   1998             9.93        0.74           (0.55)        0.19
                                   1997(1)         10.00        0.05           (0.07)       (0.02)
  Class B                          1999             9.39        0.75           (0.26)        0.49
                                   1998             9.93        0.69           (0.54)        0.15
                                   1997(1)         10.00        0.04           (0.07)       (0.03)
  Class C                          1999             9.38        0.75           (0.25)        0.50
                                   1998             9.93        0.69           (0.55)        0.14
                                   1997(1)         10.00        0.03           (0.07)       (0.04)
  Class X                          1999             9.39        0.75           (0.26)        0.49
                                   1998             9.93        0.69           (0.54)        0.15
                                   1997(1)         10.00        0.04           (0.07)       (0.03)
ASAF OPPENHEIMER
LARGE-CAP GROWTH FUND:
- ------------------------------
- ------------------------------
  Class A                          1999          $ 10.44      $(0.15)         $ 3.35        $3.20
                                   1998(5)         10.00       (0.10)           0.54         0.44
  Class B                          1999            10.43       (0.21)           3.33         3.12
                                   1998(5)         10.00       (0.14)           0.57         0.43
  Class C                          1999            10.40       (0.21)           3.32         3.11
                                   1998(5)         10.00       (0.14)           0.54         0.40
  Class X                          1999            10.41       (0.21)           3.31         3.10
                                   1998(5)         10.00       (0.14)           0.55         0.41
ASAF LORD ABBETT GROWTH
AND INCOME FUND:
- ------------------------------
- ------------------------------
  Class A                          1999          $ 10.52      $ 0.06          $ 1.80        $1.86
                                   1998(5)         10.00        0.05            0.50         0.55
  Class B                          1999            10.53       (0.01)           1.81         1.80
                                   1998(5)         10.00        0.01            0.52         0.53
  Class C                          1999            10.51       (0.01)           1.82         1.81
                                   1998(5)         10.00        0.01            0.50         0.51
  Class X                          1999            10.52       (0.01)           1.80         1.79
                                   1998(5)         10.00        0.01            0.51         0.52
ASAF JANUS OVERSEAS
GROWTH FUND:
- ------------------------------
- ------------------------------
  Class A                          1999          $ 10.55      $(0.09)         $ 3.60        $3.51
                                   1998(5)         10.00        0.01            0.54         0.55
  Class B                          1999            10.51       (0.15)           3.58         3.43
                                   1998(5)         10.00       (0.04)           0.55         0.51
  Class C                          1999            10.52       (0.15)           3.59         3.44
                                   1998(5)         10.00       (0.04)           0.56         0.52
  Class X                          1999            10.50       (0.14)           3.57         3.43
                                   1998(5)         10.00       (0.04)           0.54         0.50

<CAPTION>

                                           Less Distributions
                                 --------------------------------------
                                  From Net     In Excess of    From Net
                                 Investment   Net Investment   Realized
                                   Income         Income        Gains
                                 ----------   --------------   --------
<S>                              <C>          <C>              <C>
ASAF FEDERATED
HIGH YIELD BOND FUND:
- ------------------------------
- ------------------------------
  Class A                          $(0.80)        $   --          $--
                                    (0.74)            --          --
                                    (0.05)            --          --
  Class B                           (0.75)            --          --
                                    (0.69)            --          --
                                    (0.04)            --          --
  Class C                           (0.75)            --          --
                                    (0.69)            --          --
                                    (0.03)            --          --
  Class X                           (0.75)            --          --
                                    (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                          $(0.01)        $(0.04)         $--
                                    (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>

                                       72
<PAGE>   76

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                            Supplemental Data             Ratios of Expenses to Average Net Assets(3)
                                  -------------------------------------   --------------------------------------------
                    Net Asset                 Net Assets at   Portfolio      Net      After Expense    Before Expense
      Total           Value         Total     End of Period   Turnover    Operating   Reimbursement    Reimbursement
  Distributions   End of Period   Return(2)     (in 000s)       Rate      Expenses    and Waiver(4)    and Waiver(4)
  -------------   -------------   ---------   -------------   ---------   ---------   -------------   ----------------
  <S>             <C>             <C>         <C>             <C>         <C>         <C>             <C>
     $(0.80)         $ 9.13          5.70%      $ 16,079          18%       1.50%         1.50%              1.81%
      (0.74)           9.38          1.67%         6,979          22%       1.50%         1.50%              2.90%
      (0.05)           9.93         (0.23%)        2,154          11%       1.50%         1.50%             30.49%
      (0.75)           9.13          5.05%        68,160          18%       2.00%         2.00%              2.31%
      (0.69)           9.39          1.25%        20,495          22%       2.00%         2.00%              3.32%
      (0.04)           9.93         (0.30%)          920          11%       2.00%         2.00%             30.22%
      (0.75)           9.13          5.05%        13,205          18%       2.00%         2.00%              2.32%
      (0.69)           9.38          1.26%         5,732          22%       2.00%         2.00%              3.41%
      (0.03)           9.93         (0.36%)          206          11%       2.00%         2.00%             29.26%
      (0.75)           9.13          5.06%        19,893          18%       2.00%         2.00%              2.32%
      (0.69)           9.39          1.26%        12,402          22%       2.00%         2.00%              3.33%
      (0.04)           9.93         (0.25%)          556          11%       2.00%         2.00%             30.95%

     $   --          $13.64         30.65%      $  9,271         320%       1.80%         1.80%              2.41%
         --           10.44          4.40%         2,690         207%       1.80%         1.80%              4.29%
         --           13.55         29.91%        29,219         320%       2.30%         2.30%              2.91%
         --           10.43          4.30%         7,468         207%       2.30%         2.30%              4.77%
         --           13.51         29.90%         7,371         320%       2.30%         2.30%              2.92%
         --           10.40          4.00%         2,634         207%       2.30%         2.30%              4.67%
         --           13.51         29.78%        13,212         320%       2.30%         2.30%              2.93%
         --           10.41          4.10%         6,879         207%       2.30%         2.30%              4.77%

     $(0.05)         $12.33         17.72%      $ 28,123          47%       1.60%         1.63%              2.21%
      (0.03)          10.52          5.48%         5,572          42%       1.60%         1.60%              3.57%
      (0.01)          12.32         17.05%        66,009          47%       2.10%         2.13%              2.71%
         --           10.53          5.32%        10,710          42%       2.10%         2.10%              4.06%
      (0.01)          12.31         17.18%        23,210          47%       2.10%         2.13%              2.72%
         --           10.51          5.12%         5,019          42%       2.10%         2.10%              4.01%
      (0.01)          12.30         16.97%        24,369          47%       2.10%         2.13%              2.72%
         --           10.52          5.22%        11,350          42%       2.10%         2.10%              3.98%

     $   --          $14.06         33.18%      $ 61,082          71%       2.10%         2.12%              2.47%
         --           10.55          5.50%         8,812         101%       2.10%         2.10%              4.12%
         --           13.94         32.54%       105,965          71%       2.60%         2.62%              2.97%
         --           10.51          5.10%        15,339         101%       2.60%         2.60%              4.58%
         --           13.96         32.60%        54,101          71%       2.60%         2.62%              2.97%
         --           10.52          5.20%         9,580         101%       2.60%         2.60%              4.58%
         --           13.93         32.57%        34,002          71%       2.60%         2.62%              2.98%
         --           10.50          5.00%        11,226         101%       2.60%         2.60%              4.60%

<CAPTION>

   Ratio of Net Investment
      Income (Loss) to
    Average Net Assets(3)
   -----------------------
<S>   <C>
             8.26%
             7.42%
             4.76%
             7.73%
             6.90%
             3.15%
             7.74%
             6.96%
             3.55%
             7.76%
             6.96%
             3.65%

            (1.15%)
            (1.12%)
            (1.66%)
            (1.62%)
            (1.68%)
            (1.62%)
            (1.68%)
            (1.62%)

             0.39%
             0.62%
            (0.13%)
             0.14%
            (0.12%)
             0.15%
            (0.08%)
             0.17%

            (0.70%)
             0.06%
            (1.22%)
            (0.44%)
            (1.21%)
            (0.45%)
            (1.19%)
            (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) Includes commissions received by American Skandia Marketing, Incorporated
    under the Funds' Supplemental Distribution Plan, as described in Note 3 to
    the Financial Statements.
(5) Commenced operations on December 31, 1997.
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  -----------------------------------------
                                     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 MARSICO
CAPITAL GROWTH FUND:
- --------------------------------
- --------------------------------
  Class A                          1999          $ 10.13      $(0.09)         $4.55         $4.46
                                   1998(6)         10.00        0.01           0.12          0.13
  Class B                          1999            10.12       (0.16)          4.55          4.39
                                   1998(6)         10.00          --           0.12          0.12
  Class C                          1999            10.11       (0.16)          4.54          4.38
                                   1998(6)         10.00          --           0.11          0.11
  Class X                          1999            10.11       (0.15)          4.52          4.37
                                   1998(6)         10.00          --           0.11          0.11
ASAF NEUBERGER BERMAN
MID-CAP GROWTH FUND:
- --------------------------------
- --------------------------------
  Class A                          1999          $ 11.81      $(0.17)         $4.73         $4.56
                                   1998(6)         10.00       (0.01)          1.82          1.81
  Class B                          1999            11.79       (0.25)          4.73          4.48
                                   1998(6)         10.00       (0.01)          1.80          1.79
  Class C                          1999            11.79       (0.24)          4.72          4.48
                                   1998(6)         10.00       (0.01)          1.80          1.79
  Class X                          1999            11.79       (0.25)          4.73          4.48
                                   1998(6)         10.00       (0.01)          1.80          1.79
ASAF NEUBERGER BERMAN
MID-CAP VALUE FUND:
- --------------------------------
- --------------------------------
  Class A                          1999          $ 10.23      $ 0.03          $1.19         $1.22
                                   1998(6)         10.00        0.02           0.21          0.23
  Class B                          1999            10.22       (0.05)          1.22          1.17
                                   1998(6)         10.00        0.01           0.21          0.22
  Class C                          1999            10.22       (0.05)          1.22          1.17
                                   1998(6)         10.00          --           0.22          0.22
  Class X                          1999            10.22       (0.05)          1.20          1.15
                                   1998(6)         10.00        0.01           0.21          0.22

<CAPTION>

                                             Less Distributions
                                   --------------------------------------
                                    From Net     In Excess of    From Net
                                   Investment   Net Investment   Realized
                                     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(3)
                                  -------------------------------------   --------------------------------------------
                    Net Asset                 Net Assets at   Portfolio      Net      After Expense    Before Expense
      Total           Value         Total     End of Period   Turnover    Operating   Reimbursement    Reimbursement
  Distributions   End of Period   Return(2)     (in 000s)       Rate      Expenses    and Waiver(4)    and Waiver(4)
  -------------   -------------   ---------   -------------   ---------   ---------   -------------   ----------------
  <S>             <C>             <C>         <C>             <C>         <C>         <C>             <C>
     $(0.01)         $14.58         44.18%      $103,196         105%       1.75%          1.76%             2.03%
         --           10.13          1.20%         7,037          67%       1.75%          1.75%             2.84%
         --           14.51         43.52%       285,342         105%       2.25%          2.26%             2.53%
         --           10.12          1.10%        17,994          67%       2.25%          2.25%             3.29%
         --           14.49         43.32%       125,796         105%       2.25%          2.26%             2.53%
         --           10.11          1.10%        11,012          67%       2.25%          2.25%             3.44%
         --           14.48         43.47%        49,980         105%       2.25%          2.26%             2.53%
         --           10.11          1.10%         5,746          67%       2.25%          2.25%             3.22%

     $(0.15)         $16.22         38.83%      $ 10,908         106%       1.75%          1.77%             2.65%
         --           11.81         18.00%           587         122%       1.75%          1.75%             5.66%
      (0.15)          16.12         38.21%        22,399         106%       2.25%          2.27%             3.14%
         --           11.79         17.80%           991         122%       2.25%          2.25%            15.98%
      (0.15)          16.12         38.09%         9,674         106%       2.25%          2.27%             3.17%
         --           11.79         17.90%           903         122%       2.25%          2.25%            20.25%
      (0.15)          16.12         38.09%         6,428         106%       2.25%          2.27%             3.19%
         --           11.79         17.90%           509         122%       2.25%          2.25%            10.43%

     $(0.03)         $11.42         12.06%      $  8,561         126%       1.75%          1.85%             2.76%
         --           10.23          2.30%           717           3%       1.75%          1.75%             9.44%
      (0.01)          11.38         11.57%        21,560         126%       2.25%          2.35%             3.29%
         --           10.22          2.20%         1,886           3%       2.25%          2.25%             9.10%
      (0.01)          11.38         11.57%         7,731         126%       2.25%          2.35%             3.32%
         --           10.22          2.20%           997           3%       2.25%          2.25%            13.91%
      (0.01)          11.36         11.38%         4,608         126%       2.25%          2.35%             3.35%
         --           10.22          2.20%           295           3%       2.25%          2.25%            12.90%

<CAPTION>

  Ratio of Net Investment
     Income (Loss) to
   Average Net Assets(3)
  -----------------------
<S>  <C>
           (0.69%)
            0.72%
           (1.20%)
            0.25%
           (1.19%)
            0.24%
           (1.18%)
            0.20%

           (1.17%)
           (0.52%)
           (1.68%)
           (0.78%)
           (1.68%)
           (0.72%)
           (1.69%)
           (0.67%)

            0.06%
            0.87%
           (0.44%)
            0.47%
           (0.45%)
            0.26%
           (0.46%)
            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) Includes commissions received by American Skandia Marketing, Incorporated
    under the Funds' Supplemental Distribution Plan, as described in Note 3 to
    the Financial Statements.
(6) 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.


<PAGE>

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

Per Share Data (For a Share Outstanding
throughout each period)
<TABLE>
<CAPTION>
                                                                      Increase (Decrease) from
                                                                        Investment Operations
                                                              -----------------------------------------
                                                   Net Asset       Net
                                        Year         Value     Investment     Net Realized   Total from
                                        Ended      Beginning     Income       & Unrealized   Investment
                                     October 31,   of Period     (Loss)       Gain (Loss)    Operations
                                     -----------   ---------  -------------   ------------   ----------
<S>                                  <C>           <C>        <C>             <C>            <C>
ASAF T. ROWE PRICE INTERNATIONAL
EQUITY FUND:
- ---------------------------------
- ---------------------------------
  Class A                             1999          $  9.39      $(0.01)         $ 1.68        $ 1.67
                                      1998             8.93       (0.02)           0.48          0.46
                                      1997(1)          9.74        0.01           (0.82)        (0.81)
  Class B                             1999             9.59       (0.08)           1.73          1.65
                                      1998             9.16       (0.07)           0.50          0.43
                                      1997(1)         10.00       (0.01)          (0.83)        (0.84)
  Class C                             1999             9.57       (0.08)           1.74          1.66
                                      1998             9.16       (0.06)           0.47          0.41
                                      1997(1)         10.00       (0.01)          (0.83)        (0.84)
  Class X                             1999             9.61       (0.09)           1.75          1.66
                                      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                             1999          $ 14.41      $(0.10)         $ 7.66        $ 7.56
                                      1998            11.40       (0.01)           3.05          3.04
                                      1997(1)         11.18        0.09            0.13          0.22
  Class B                             1999            12.87       (0.17)           6.80          6.63
                                      1998            10.19       (0.08)           2.77          2.69
                                      1997(1)         10.00        0.06            0.13          0.19
  Class C                             1999            12.85       (0.18)           6.80          6.62
                                      1998            10.19       (0.08)           2.75          2.67
                                      1997(1)         10.00        0.05            0.14          0.19
  Class X                             1999            12.88       (0.18)           6.82          6.64
                                      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                             1999          $ 11.75      $ 0.22          $ 1.84        $ 2.06
                                      1998            10.45        0.22            1.20          1.42
                                      1997(1)          9.98        0.14            0.33          0.47
  Class B                             1999            11.77        0.14            1.87          2.01
                                      1998            10.45        0.15            1.24          1.39
                                      1997(1)         10.00        0.10            0.35          0.45
  Class C                             1999            11.77        0.14            1.86          2.00
                                      1998            10.46        0.15            1.23          1.38
                                      1997(1)         10.00        0.10            0.36          0.46
  Class X                             1999            11.76        0.13            1.88          2.01
                                      1998            10.45        0.15            1.23          1.38
                                      1997(1)         10.00        0.11            0.34          0.45

<CAPTION>

                                                Less Distributions
                                     ----------------------------------------
                                                  In Excess
                                      From Net      of Net        From Net
                                     Investment   Investment      Realized
                                       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                              $(0.15)      $   --           $--
                                        (0.12)          --           --
                                           --           --           --
  Class B                               (0.09)          --           --
                                        (0.07)          --           --
                                           --           --           --
  Class C                               (0.09)          --           --
                                        (0.07)          --           --
                                           --           --           --
  Class X                               (0.09)          --           --
                                        (0.07)          --           --
                                           --           --           --
</TABLE>


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      Ratios of Expenses
                                          Supplemental Data                        to Average Net Assets(4)
                  Net Asset     -------------------------------------   -----------------------------------------------
                    Value                   Net Assets at   Portfolio      Net       After Expense      Before Expense
    Total            End          Total     End of Period   Turnover    Operating    Reimbursement      Reimbursement
Distributions     of Period     Return(2)     (in 000s)      Rate(3)    Expenses     and Waiver(5)      and Waiver(5)
- -------------   -------------   ---------   -------------   ---------   ---------   ----------------   ----------------
<S>             <C>             <C>         <C>             <C>         <C>         <C>                <C>
   $(0.07)         $10.99         17.82%      $  4,623          31%        2.10%           2.12%              3.36%
       --            9.39          5.15%         1,685          20%        2.10%           2.10%              6.06%
       --            8.93         (8.32%)          218           1%        2.10%           2.10%             51.87%
    (0.02)          11.22         17.30%         9,257          31%        2.60%           2.62%              3.86%
       --            9.59          4.69%         3,318          20%        2.60%           2.60%              6.50%
       --            9.16         (8.40%)          390           1%        2.60%           2.60%             38.12%
    (0.02)          11.21         17.33%         4,379          31%        2.60%           2.62%              3.90%
       --            9.57          4.48%         2,282          20%        2.60%           2.60%              6.55%
       --            9.16         (8.40%)          198           1%        2.60%           2.60%             33.95%
    (0.02)          11.25         17.26%         6,727          31%        2.60%           2.62%              3.94%
       --            9.61          4.68%         5,144          20%        2.60%           2.60%              6.54%
       --            9.18         (8.20%)          756           1%        2.60%           2.60%             46.77%

   $   --          $21.97         52.46%      $234,575          47%        1.70%           1.71%              2.00%
    (0.03)          14.41         26.77%        24,558          77%        1.70%           1.70%              2.65%
       --           11.40          1.97%           706          83%        1.70%           1.70%             26.77%
       --           19.50         51.52%       684,778          47%        2.20%           2.21%              2.51%
    (0.01)          12.87         26.40%        56,582          77%        2.20%           2.20%              3.14%
       --           10.19          1.90%         1,718          83%        2.20%           2.20%             16.45%
       --           19.47         51.52%       222,230          47%        2.20%           2.21%              2.50%
    (0.01)          12.85         26.20%        21,710          77%        2.20%           2.20%              3.13%
       --           10.19          1.90%           452          83%        2.20%           2.20%             15.78%
       --           19.52         51.55%       133,655          47%        2.20%           2.21%              2.48%
    (0.01)          12.88         26.37%        36,575          77%        2.20%           2.20%              3.16%
       --           10.20          2.00%         1,474          83%        2.20%           2.20%             24.39%

   $(0.15)         $13.66         17.60%      $ 31,960          66%        1.55%           1.59%              1.91%
    (0.12)          11.75         13.64%         8,911          70%        1.55%           1.55%              2.86%
       --           10.45          4.71%           471          46%        1.55%           1.55%             29.14%
    (0.09)          13.69         17.08%        79,962          66%        2.05%           2.09%              2.42%
    (0.07)          11.77         13.30%        18,045          70%        2.05%           2.05%              3.38%
       --           10.45          4.50%         1,408          46%        2.05%           2.05%             19.54%
    (0.09)          13.68         17.08%        34,157          66%        2.05%           2.09%              2.41%
    (0.07)          11.77         13.19%         8,362          70%        2.05%           2.05%              3.33%
       --           10.46          4.60%           255          46%        2.05%           2.05%             20.89%
    (0.09)          13.68         17.09%        33,884          66%        2.05%           2.09%              2.42%
    (0.07)          11.76         13.21%        18,296          70%        2.05%           2.05%              3.35%
       --           10.45          4.50%         1,174          46%        2.05%           2.05%             36.25%

</TABLE>

   Ratio of Net Investment
      Income (Loss) to
   Average Net Assets(4)
  -----------------------

            (0.28%)
            (0.16%)
             0.07%
            (0.80%)
            (0.70%)
            (0.51%)
            (0.83%)
            (0.58%)
            (0.53%)
            (0.86%)
            (0.68%)
            (0.28%)

            (0.49%)
            (0.24%)
             2.72%
            (0.98%)
            (0.74%)
             2.27%
            (0.99%)
            (0.75%)
             1.95%
            (1.02%)
            (0.76%)
             2.05%

             1.52%
             1.72%
             4.81%
             1.02%
             1.27%
             3.68%
             1.02%
             1.27%
             3.82%
             0.99%
             1.27%
             4.05%


(1) Calculated from July 28, 1997 (Date of initial shares sold subsequent to
    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 and represents the combined ratios
    for the respective fund and its respective pro rata share of its Master
    Portfolio.
(5) Includes commissions received by American Skandia Marketing, Incorporated
    under the Funds' Supplemental Distribution Plan, as described in Note 3 to
    the Financial Statements.
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  -----------------------------------------
                                       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 TOTAL
RETURN BOND FUND:
- ------------------------------
- ------------------------------
  Class A                            1999          $ 10.79      $ 0.60          $(0.61)       $(0.01)
                                     1998            10.28        0.35            0.54          0.89
                                     1997(1)         10.07        0.15            0.09          0.24
  Class B                            1999            10.68        0.54           (0.60)        (0.06)
                                     1998            10.16        0.31            0.53          0.84
                                     1997(1)         10.00        0.10            0.09          0.19
  Class C                            1999            10.67        0.54           (0.59)        (0.05)
                                     1998            10.16        0.31            0.52          0.83
                                     1997(1)         10.00        0.10            0.09          0.19
  Class X                            1999            10.69        0.54           (0.60)        (0.06)
                                     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                            1999          $  1.00      $0.035          $   --        $0.035
                                     1998             1.00       0.039              --         0.039
                                     1997(1)          1.00       0.009              --         0.009
  Class B                            1999             1.00       0.030              --         0.030
                                     1998             1.00       0.033              --         0.033
                                     1997(1)          1.00       0.007              --         0.007
  Class C                            1999             1.00       0.030              --         0.030
                                     1998             1.00       0.034              --         0.034
                                     1997(1)          1.00       0.007              --         0.007
  Class X                            1999             1.00       0.030              --         0.030
                                     1998             1.00       0.034              --         0.034
                                     1997(1)          1.00       0.008              --         0.008

<CAPTION>

                                             Less Distributions
                                   --------------------------------------
                                    From Net     In Excess of    From Net
                                   Investment   Net Investment   Realized
                                     Income         Income        Gains
                                   ----------   --------------   --------
<S>                                <C>          <C>              <C>
ASAF TOTAL
RETURN BOND FUND:
- ------------------------------
- ------------------------------
  Class A                           $ (0.60)          $--         $(0.07)
                                      (0.38)          --              --
                                      (0.03)          --              --
  Class B                             (0.54)          --           (0.07)
                                      (0.32)          --              --
                                      (0.03)          --              --
  Class C                             (0.54)          --           (0.07)
                                      (0.32)          --              --
                                      (0.03)          --              --
  Class X                             (0.54)          --           (0.07)
                                      (0.32)          --              --
                                      (0.02)          --              --
ASAF JPM
MONEY MARKET FUND:
- ------------------------------
- ------------------------------
  Class A                           $(0.035)          $--         $   --
                                     (0.039)          --              --
                                     (0.009)          --              --
  Class B                            (0.030)          --              --
                                     (0.033)          --              --
                                     (0.007)          --              --
  Class C                            (0.030)          --              --
                                     (0.034)          --              --
                                     (0.007)          --              --
  Class X                            (0.030)          --              --
                                     (0.034)          --              --
                                     (0.008)          --              --
</TABLE>

                                       78
<PAGE>   82

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                     Ratios of Expenses
                                          Supplemental Data                       to Average Net Assets(5)
                                -------------------------------------   --------------------------------------------
                  Net Asset                 Net Assets at   Portfolio      Net      After Expense    Before Expense
    Total           Value         Total     End of Period   Turnover    Operating   Reimbursement    Reimbursement
Distributions   End of Period   Return(2)     (In 000s)      Rate(3)    Expenses    and Waiver(4)    and Waiver(4)
- -------------   -------------   ---------   -------------   ---------   ---------   -------------   ----------------
<S>             <C>             <C>         <C>             <C>         <C>         <C>             <C>
   $ (0.67)        $10.11         (0.55%)      $23,140         145%       1.40%         1.40%              1.73%
     (0.38)         10.79          8.79%         6,034         418%       1.40%         1.40%              2.93%
     (0.03)         10.28          2.39%            61          93%       1.40%         1.40%             66.92%
     (0.61)         10.01         (1.02%)       83,936         145%       1.90%         1.90%              2.23%
     (0.32)         10.68          8.36%        17,821         418%       1.90%         1.90%              3.58%
     (0.03)         10.16          1.90%           547          93%       1.90%         1.90%             39.35%
     (0.61)         10.01         (0.92%)       26,112         145%       1.90%         1.90%              2.24%
     (0.32)         10.67          8.26%         8,743         418%       1.90%         1.90%              3.52%
     (0.03)         10.16          1.93%           165          93%       1.90%         1.90%             33.68%
     (0.61)         10.02         (1.00%)       19,574         145%       1.90%         1.90%              2.25%
     (0.32)         10.69          8.36%        11,698         418%       1.90%         1.90%              3.68%
     (0.02)         10.17          1.94%           410          93%       1.90%         1.90%             67.46%

   $(0.035)        $ 1.00          3.57%       $43,004         N/A        1.50%         1.50%              1.63%
    (0.039)          1.00          3.94%         7,372         N/A        1.50%         1.50%              2.42%
    (0.009)          1.00          0.92%           307         N/A        1.50%         1.50%             31.53%
    (0.030)          1.00          3.05%        79,202         N/A        2.00%         2.00%              2.12%
    (0.033)          1.00          3.39%        16,554         N/A        2.00%         2.00%              2.89%
    (0.007)          1.00          0.75%           354         N/A        2.00%         2.00%             37.83%
    (0.030)          1.00          3.06%        28,923         N/A        2.00%         2.00%              2.13%
    (0.034)          1.00          3.42%         6,895         N/A        2.00%         2.00%              3.07%
    (0.007)          1.00          0.71%           332         N/A        2.00%         2.00%             24.34%
    (0.030)          1.00          3.06%        28,385         N/A        2.00%         2.00%              2.13%
    (0.034)          1.00          3.42%        12,533         N/A        2.00%         2.00%              3.18%
    (0.008)          1.00          0.77%           566         N/A        2.00%         2.00%             39.71%
</TABLE>


 Ratio of Net Investment
    Income (Loss) to
  Average Net Assets(5)
- ------------------------

           5.33%
           4.76%
           4.42%
           4.82%
           4.23%
           4.13%
           4.84%
           4.27%
           4.32%
           4.86%
           4.25%
           3.94%

           3.56%
           3.90%
           3.34%
           3.04%
           3.30%
           2.98%
           3.07%
           3.40%
           2.85%
           3.06%
           3.42%
           2.97%


(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) Includes commissions received by American Skandia Marketing, Incorporated
    under the Funds' Supplemental Distribution Plan, as described in Note 3 to
    the Financial Statements.
(5) Annualized for periods less than one year and 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.


<PAGE>

OCTOBER 31, 1999

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, 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
October 31, 1999, the Feeder Funds held the following percentage interests in
their corresponding Portfolios.

<TABLE>
<S>                                                      <C>
ASMT T. Rowe Price International Equity Portfolio        68.3%
ASMT Janus Capital Growth Portfolio                      96.4%
ASMT INVESCO Equity Income Portfolio                     84.9%
ASMT PIMCO Total Return Bond Portfolio                   87.2%
ASMT JPM Money Market Portfolio                          94.0%
</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 Feeder 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 October 31, 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.

SECURITIES LOANS

NON-FEEDER FUNDS -- Each Fund may lend securities for the purpose of realizing
additional income. All securities loans are collateralized by cash or securities
issued or guaranteed by the U.S. Government or its agencies. The value of the
collateral is at least equal to the market value of the securities lent.
However, due to market fluctuations, the value of the securities lent may exceed
the value of the collateral. On the next business day the collateral is adjusted
based on the prior day's market fluctuations and the current day's lending
activity.

     Interest income from lending activity is determined by the amount of
interest earned on collateral, less any amounts payable to the borrowers of the
securities and the lending agent.

     Lending securities involves certain risks, including the risk that the Fund
may be delayed or prevented from recovering the collateral if the borrower fails
to return the securities.


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

     At October 31, 1999, securities lending activities are summarized as
follows:

<TABLE>
<CAPTION>
                            MARKET
                           VALUE OF
                          SECURITIES     MARKET VALUE     INCOME FROM
PORTFOLIO                  ON LOAN       OF COLLATERAL     LENDING*
- ---------                ------------    -------------    -----------
<S>                      <C>             <C>              <C>
Small-Cap Growth         $ 43,283,597    $ 56,763,136       $22,345
Small Company Value           306,000         306,000           636
Strategic Balanced          5,780,557       5,569,999           163
High Yield Bond             3,306,625       3,617,250           811
Large-Cap Growth            9,924,024       9,831,788           468
Growth and Income          17,942,972      17,938,097           534
Marsico Capital Growth    147,253,452     142,103,987        12,133
Mid-Cap Growth             18,212,356      17,874,935         3,536
Mid-Cap Value               3,148,144       3,132,300           177
</TABLE>

* Income earned, for the period, is included in interest income on the
  Statements of Operations.

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 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


<PAGE>

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,
Marisco 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.

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. On February 25,
1999, the shareholders of Value + Growth and Small Cap further approved new
Sub-advisory Agreements, 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


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

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. The Sub-advisor voluntarily
waived a portion of its fee equal to .10% of average daily net assets. The
annual rate of the fees paid by the Investment Manager to the Sub-advisor was
reduced for Fund net assets in excess of specified levels.

     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. The annual rate of the fees paid by the Investment
Manager to the Sub-advisor was 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 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.

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, 1999, ASMI retained no portion of the sales charge on
sales of Class A shares of the Funds.


<PAGE>

     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 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. ASMI also uses distribution and service fees
as reimbursement for its purchase of Bonus Shares. Bonus shares are paid to
shareholders at the time of the initial purchase and each subsequent purchase of
Class X shares in an amount equal to 2.5% of the purchase.

     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.

     In addition, the Company has adopted a Supplemental Distribution Plan
("Supplemental Plan") under Rule 12b-1. The Supplemental Plan permits ASMI to
receive brokerage commissions in connection with purchases and sales of
securities by the Funds, and to use these commissions to promote the sale of
shares of the Company. Under the Supplemental Plan, securities transactions for
a Fund 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 ASMI for "introducing" transactions to the clearing broker. In
turn, ASMI uses 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.

     Commissions received by ASMI under the Supplemental Plan are reflected in
the cost of securities purchased and the proceeds from the sale of securities.
These commissions are shown in the Statements of Operations as "Supplemental
Distribution Fees" and a corresponding reduction "Fees Paid Indirectly". Net
expenses of the Funds are unaffected by these commissions. From July 27, 1999 to
October 31, 1999, commissions received by ASMI totaled $217,539, of which
$101,137 and $116,402 were received from the Non-Feeder Funds and the Portfolios
of American Skandia Master Trust, respectively.


<PAGE>

                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.


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 year ended October 31, 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                      131,573   $   1,625,013       519,007   $  6,481,186       191,446   $  2,192,239       159,967
  Redeemed                  (42,759)       (499,629)      (80,020)      (954,057)      (87,643)      (936,217)      (74,837)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase             88,814   $   1,125,384       438,987   $  5,527,129       103,803   $  1,256,022        85,130
                       ============   =============   ===========   ============   ===========   ============   ===========
SMALL-CAP GROWTH:
  Sold                    4,521,498   $  62,279,844     6,131,106   $ 82,109,946     2,453,044   $ 32,502,450     1,388,410
  Redeemed               (1,555,645)    (21,272,349)     (589,414)    (7,913,337)     (415,557)    (5,293,724)     (400,722)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase          2,965,853   $  41,007,495     5,541,692   $ 74,196,609     2,037,487   $ 27,208,726       987,688
                       ============   =============   ===========   ============   ===========   ============   ===========
SMALL COMPANY VALUE:
  Sold                    2,152,263   $  19,728,209     2,202,266   $ 19,780,241     1,278,728   $ 11,579,459       899,829
  Reinvested                  2,950          27,202            --             --            --             --            --
  Redeemed               (1,740,590)    (16,175,699)     (998,544)    (8,851,216)     (731,195)    (6,613,615)     (727,801)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase            414,623   $   3,579,712     1,203,722   $ 10,929,025       547,533   $  4,965,844       172,028
                       ============   =============   ===========   ============   ===========   ============   ===========
STRATEGIC BALANCED:
  Sold                    1,815,075   $  22,578,144     4,889,067   $ 60,790,616     1,513,809   $ 18,669,567     1,064,235
  Reinvested                  8,478         106,949        10,128        127,960         4,003         50,510         4,619
  Redeemed                 (229,284)     (2,869,225)     (512,249)    (6,347,305)     (189,856)    (2,369,264)     (224,538)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase          1,594,269   $  19,815,868     4,386,946   $ 54,571,271     1,327,956   $ 16,350,813       844,316
                       ============   =============   ===========   ============   ===========   ============   ===========
HIGH YIELD BOND:
  Sold                    3,357,420   $  32,790,500     7,275,129   $ 70,565,721     1,847,050   $ 17,923,216     1,855,501
  Reinvested                 87,677         841,629       232,789      2,227,094        79,920        767,588       122,941
  Redeemed               (2,428,133)    (23,736,985)   (2,228,915)   (21,481,204)   (1,091,741)   (10,529,290)   (1,121,235)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase          1,016,964   $   9,895,144     5,279,003   $ 51,311,611       835,229   $  8,161,514       857,207
                       ============   =============   ===========   ============   ===========   ============   ===========
LARGE-CAP GROWTH:
  Sold                      638,225   $   8,103,545     1,851,812   $ 23,314,526       418,749   $  5,236,468       637,307
  Redeemed                 (215,891)     (2,716,616)     (410,694)    (5,186,475)     (126,506)    (1,592,157)     (320,143)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase            422,334   $   5,386,929     1,441,118   $ 18,128,051       292,243   $  3,644,311       317,164
                       ============   =============   ===========   ============   ===========   ============   ===========
GROWTH AND INCOME:
  Sold                    2,372,960   $  28,578,838     4,969,282   $ 60,277,008     1,774,560   $ 21,393,909     1,298,681
  Reinvested                  3,892          47,183           633          7,193           299          3,391           571
  Redeemed                 (625,028)     (7,479,489)     (629,845)    (7,571,053)     (366,786)    (4,442,443)     (397,677)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase          1,751,824   $  21,146,532     4,340,070   $ 52,713,148     1,408,073   $ 16,954,857       901,575
                       ============   =============   ===========   ============   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ------------
<S>                    <C>
INTERNATIONAL SMALL
CAP:
  Sold                 $  2,003,516
  Redeemed               (1,007,684)
                       ------------
    Net Increase       $    995,832
                       ============
SMALL-CAP GROWTH:
  Sold                 $ 17,986,369
  Redeemed               (5,025,846)
                       ------------
    Net Increase       $ 12,960,523
                       ============
SMALL COMPANY VALUE:
  Sold                 $  8,082,697
  Reinvested                     --
  Redeemed               (6,480,805)
                       ------------
    Net Increase       $  1,601,892
                       ============
STRATEGIC BALANCED:
  Sold                 $ 13,076,631
  Reinvested                 57,949
  Redeemed               (2,768,534)
                       ------------
    Net Increase       $ 10,366,046
                       ============
HIGH YIELD BOND:
  Sold                 $ 18,027,252
  Reinvested              1,182,704
  Redeemed              (10,858,678)
                       ------------
    Net Increase       $  8,351,278
                       ============
LARGE-CAP GROWTH:
  Sold                 $  7,894,652
  Redeemed               (3,950,285)
                       ------------
    Net Increase       $  3,944,367
                       ============
GROWTH AND INCOME:
  Sold                 $ 15,523,163
  Reinvested                  6,430
  Redeemed               (4,736,458)
                       ------------
    Net Increase       $ 10,793,135
                       ============
</TABLE>


<PAGE>
<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>
OVERSEAS GROWTH:
  Sold                    5,875,239   $  72,910,399     6,847,241   $ 83,827,854     3,845,340   $ 46,929,956     1,792,053
  Redeemed               (2,366,221)    (29,831,109)     (703,924)    (8,772,633)     (879,415)   (10,959,877)     (419,635)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase          3,509,018   $  43,079,290     6,143,317   $ 75,055,221     2,965,925   $ 35,970,079     1,372,418
                       ============   =============   ===========   ============   ===========   ============   ===========
MARSICO CAPITAL
  GROWTH:
  Sold                    7,854,783   $ 101,851,952    19,502,450   $253,703,042     8,427,772   $108,624,094     3,463,385
  Reinvested                  1,125          13,337            --             --            --             --            --
  Redeemed               (1,472,317)    (19,722,964)   (1,617,686)   (21,694,601)     (835,906)   (11,098,692)     (581,156)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase          6,383,591   $  82,142,325    17,884,764   $232,008,441     7,591,866   $ 97,525,402     2,882,229
                       ============   =============   ===========   ============   ===========   ============   ===========
MID-CAP GROWTH:
  Sold                      876,248   $  12,737,534     1,648,044   $ 23,798,375       681,405   $  9,773,936       455,953
  Reinvested                  1,117          16,244         2,164         31,032         1,571         22,824         1,145
  Redeemed                 (254,503)     (3,676,648)     (344,773)    (5,076,953)     (159,471)    (2,340,370)     (101,469)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase            622,862   $   9,077,130     1,305,435   $ 18,752,454       523,505   $  7,456,390       355,629
                       ============   =============   ===========   ============   ===========   ============   ===========
MID-CAP VALUE:
  Sold                      893,170   $  10,487,415     1,971,205   $ 23,270,387       719,632   $  8,511,354       457,970
  Reinvested                    311           3,371           385          4,172           171          1,858            99
  Redeemed                 (214,164)     (2,487,388)     (262,235)    (3,044,027)     (138,303)    (1,625,892)      (81,385)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase            679,317   $   8,003,398     1,709,355   $ 20,230,532       581,500   $  6,887,320       376,684
                       ============   =============   ===========   ============   ===========   ============   ===========
INTERNATIONAL EQUITY:
  Sold                      580,067   $   5,981,540       664,660   $  6,995,897       534,152   $  5,615,638       302,217
  Reinvested                  1,335          13,416           617          6,351           424          4,358           957
  Redeemed                 (340,252)     (3,535,835)     (186,621)    (1,979,171)     (382,168)    (4,024,965)     (240,600)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase            241,150   $   2,459,121       478,656   $  5,023,077       152,408   $  1,595,031        62,574
                       ============   =============   ===========   ============   ===========   ============   ===========
JANUS
  CAPITAL GROWTH:
  Sold                   11,152,498   $ 222,428,056    34,148,101   $606,063,473    11,402,214   $201,850,746     5,298,045
  Redeemed               (2,178,199)    (43,528,627)   (3,428,551)   (61,160,249)   (1,675,387)   (29,604,961)   (1,291,629)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase          8,974,299   $ 178,899,429    30,719,550   $544,903,224     9,726,827   $172,245,785     4,006,416
                       ============   =============   ===========   ============   ===========   ============   ===========
EQUITY INCOME:
  Sold                    2,536,827   $  33,506,551     5,068,587   $ 66,599,293     2,104,000   $ 27,723,451     1,345,013
  Reinvested                 15,267         203,306        18,552        248,016         8,801        117,852        12,841
  Redeemed                 (970,970)    (12,988,032)     (779,404)   (10,139,354)     (327,011)    (4,264,826)     (435,651)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase          1,581,124   $  20,721,825     4,307,735   $ 56,707,955     1,785,790   $ 23,576,477       922,203
                       ============   =============   ===========   ============   ===========   ============   ===========
TOTAL RETURN BOND:
  Sold                    2,801,868   $  29,031,058     9,085,766   $ 93,370,295     2,715,698   $ 27,941,412     1,476,934
  Reinvested                 62,591         645,265       190,650      1,946,935        75,148        768,265        79,406
  Redeemed               (1,135,022)    (11,679,664)   (2,559,842)   (26,261,168)   (1,000,668)   (10,260,166)     (696,973)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase          1,729,437   $  17,996,659     6,716,574   $ 69,056,062     1,790,178   $ 18,449,511       859,367
                       ============   =============   ===========   ============   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ============
<S>                    <C>
OVERSEAS GROWTH:
  Sold                 $ 21,928,837
  Redeemed               (5,530,598)
                       ------------
    Net Increase       $ 16,398,239
                       ============
MARSICO CAPITAL
  GROWTH:
  Sold                 $ 44,011,902
  Reinvested                     --
  Redeemed               (7,591,419)
                       ------------
    Net Increase       $ 36,420,483
                       ============
MID-CAP GROWTH:
  Sold                 $  6,580,126
  Reinvested                 16,499
  Redeemed               (1,521,388)
                       ------------
    Net Increase       $  5,075,237
                       ============
MID-CAP VALUE:
  Sold                 $  5,399,847
  Reinvested                  1,070
  Redeemed               (1,009,095)
                       ------------
    Net Increase       $  4,391,822
                       ============
INTERNATIONAL EQUITY:
  Sold                 $  3,142,322
  Reinvested                  9,894
  Redeemed               (2,530,886)
                       ------------
    Net Increase       $    621,330
                       ============
JANUS
  CAPITAL GROWTH:
  Sold                 $ 92,328,700
  Redeemed              (22,876,970)
                       ------------
    Net Increase       $ 69,451,730
                       ============
EQUITY INCOME:
  Sold                 $ 17,492,175
  Reinvested                169,817
  Redeemed               (5,669,805)
                       ------------
    Net Increase       $ 11,992,187
                       ============
TOTAL RETURN BOND:
  Sold                 $ 15,232,870
  Reinvested                816,063
  Redeemed               (7,125,361)
                       ------------
    Net Increase       $  8,923,572
                       ============
</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>
MONEY MARKET:
  Sold                  165,732,217   $ 165,732,220   160,855,656   $160,855,657    91,366,940   $ 91,366,940    72,496,475
  Reinvested                729,338         729,338     1,043,507      1,043,507       448,412        448,412       507,926
  Redeemed             (130,829,982)   (130,829,982)  (99,250,785)   (99,250,785)  (69,788,348)   (69,788,348)  (57,154,179)
                       ------------   -------------   -----------   ------------   -----------   ------------   -----------
    Net Increase         35,631,573   $  35,631,576    62,648,378   $ 62,648,379    22,027,004   $ 22,027,004    15,850,222
                       ============   =============   ===========   ============   ===========   ============   ===========

<CAPTION>
                         CLASS X
                       ------------
                          AMOUNT
                       ============
<S>                    <C>
MONEY MARKET:
  Sold                 $ 72,496,475
  Reinvested                507,926
  Redeemed              (57,154,179)
                       ------------
    Net Increase       $ 15,850,222
                       ============
</TABLE>

     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
                       ===========   ============   ==========   ===========   ===========   ============   ===========

<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
                       ============
</TABLE>


<PAGE>
<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>
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
                       ===========   ============   ==========   ===========   ===========   ============   ===========
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>
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
                       ============
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>


<PAGE>
                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

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, 1999, 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          2007
                                     =======    ==========    ===========
<S>                                  <C>        <C>           <C>
High Yield Bond                      $ 4,183    $   17,619    $   327,379
Growth and Income                         --     1,122,945      1,772,304
Overseas Growth                           --     2,242,636      3,428,829
Marsico Capital Growth                    --       682,762      7,950,369
Mid-Cap Growth                            --            --      1,874,798
International Equity                      --        73,332         49,869
Janus Capital Growth                  38,807     4,789,881     52,015,103
Total Return Bond                         --            --      1,499,612
</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, 1999, were as follows:

<TABLE>
<CAPTION>
                                             PURCHASES         SALES
                                            ============    ============
<S>                                         <C>             <C>
International Small Cap                     $ 29,939,539    $ 21,376,647
Small-Cap Growth                             168,638,754      41,509,488
Small Company Value                           39,757,090      18,366,302
Strategic Balanced                           128,351,046      55,500,791
High Yield Bond                               89,195,486      15,357,347
Large-Cap Growth                             134,132,396     114,218,960
Growth and Income                            134,445,365      35,954,271
Overseas Growth                              231,282,231      80,299,614
Marsico Capital Growth                       685,996,090     267,024,550
Mid-Cap Growth                                62,551,030      24,483,643
Mid-Cap Value                                 59,731,672      23,911,469
</TABLE>

     Purchases and sales of U.S. government securities, during the year ended
October 31, 1999, were as follows:

<TABLE>
<CAPTION>
                                               PURCHASES        SALES
                                              ===========    ===========
<S>                                           <C>            <C>
Strategic Balanced                            $32,569,998    $12,048,962
</TABLE>


<PAGE>

     At October 31, 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                  $ 16,207,546    $ 1,542,356     $   563,237      $   979,119
Small-Cap Growth        169,196,638     52,762,621       6,633,267       46,129,354
Small Company Value      70,986,163      2,643,592      10,389,565       (7,745,973)
Strategic Balanced      123,003,473      8,522,144       2,826,201        5,695,943
High Yield Bond         123,782,886        832,530       9,476,302       (8,643,772)
Large-Cap Growth         49,123,265      7,147,199       1,528,151        5,619,048
Growth and Income       135,050,750     18,023,780       5,844,339       10,179,441
Overseas Growth         211,181,909     49,143,232       2,208,056       46,935,176
Marsico Capital
  Growth                493,793,058     93,832,258       6,370,958       87,461,300
Mid-Cap Growth           40,826,818      9,763,330       1,113,313        8,650,017
Mid-Cap Value            43,169,912      1,873,059       3,611,535       (1,738,476)
</TABLE>

7. WRITTEN OPTIONS TRANSACTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     Written options transactions, during the year ended October 31, 1999, were
as follows:

<TABLE>
<CAPTION>
                                                      MARSICO CAPITAL GROWTH
                                                      -----------------------
                                                      NUMBER OF
                                                      CONTRACTS     PREMIUM
                                                      =========    ==========
<S>                                                   <C>          <C>
Balance at beginning of period                            --       $       --
Written                                                  408          579,700
Expired                                                   --               --
Exercised                                                 --               --
Closed                                                  (408)        (579,700)
                                                        ----       ----------
Balance at end of period                                  --       $       --
                                                        ====       ==========
</TABLE>

                                       92
<PAGE>   96
                                            AMERICAN SKANDIA ADVISOR FUNDS, INC.

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 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, 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, 1999, the results of their
operations for the year then ended, the changes in their net assets for each of
the two years (or periods) in the period then ended and the financial highlights
for each of the periods presented, in conformity with accounting principles
generally accepted in the United States. 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 auditing standards
generally accepted in the United States, 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, 1999 by correspondence with the custodians and brokers, provide a
reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
December 15, 1999


<PAGE>

                      [This page intentionally left blank]


<PAGE>

                         AMERICAN SKANDIA MASTER TRUST
                            SCHEDULES OF INVESTMENTS
                                OCTOBER 31, 1999

               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 -- 93.8%
  ARGENTINA -- 0.2%
    Banco de Galicia y
      Buenos Aires SA de CV
      [ADR]                    1,223    $    25,836
    Banco Frances SA [ADR]       360          7,875
    Telefonica de Argentina
      SA Cl-B [ADR]            1,840         47,150
                                        -----------
                                             80,861
                                        -----------
  AUSTRALIA -- 2.2%
    Brambles Industries Ltd.   3,000         84,307
    Broken Hill Proprietary
      Co. Ltd.                 4,062         41,952
    Colonial Ltd.             20,237         74,409
    Commonwealth Bank of
      Australia                7,111        116,458
    Lend Lease Corp. Ltd.      3,000         34,493
    News Corp. Ltd.           10,012         72,350
    News Corp. Ltd. Pfd.       8,026         54,301
    Publishing &
      Broadcasting Ltd.       13,000         77,043
    TABCORP Holdings Ltd.      7,000         44,339
    Telstra Corp.*             5,000         16,027
    Telstra Corp. Ltd.        21,000        106,749
    Westpac Banking Corp.
      Ltd.                    14,173         90,876
                                        -----------
                                            813,304
                                        -----------
  BELGIUM -- 1.2%
    Dexia Belgium (Credit
      Communal)                  270         39,531
    Fortis Cl-B                4,860        163,970
    KBC Bancassurance
      Holdings NV              3,680        189,525
    Societe Europeene des
      Satellites [FDR]*          199         24,838
    UCB SA                       510         19,002
                                        -----------
                                            436,866
                                        -----------
  BRAZIL -- 1.3%
    Companhia Brasileira de
      Distribuicoa Grupo Pao
      de Acucar [GDR]          2,272         49,700
    Companhia Energetica de
      Minas Geras [ADR]        1,223         17,480
    Telecomunicacoes
      Brasileiras SA [ADR]     2,749             86
    Telecomunicacoes
      Brasileiras SA Pfd.
      [ADR]                    4,956        385,948
    Uniao de Bancos
      Brasileiros SA [GDR]     1,000         23,125
                                        -----------
                                            476,339
                                        -----------
  CANADA -- 0.3%
    Alcan Aluminium Ltd.       1,220         40,020
    Nortel Networks Corp.*       640         39,399
    Royal Bank of Canada         570         24,588
                                        -----------
                                            104,007
                                        -----------
  CHILE -- 0.0%
    Chilectra SA [ADR] 144A      464          8,251
                                        -----------
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
  CHINA -- 0.1%
    Huaneng Power
      International, Inc.
      [ADR]*                   3,000    $    36,375
                                        -----------
  DENMARK -- 0.3%
    Den Danske Bank              410         46,670
    Tele Danmark AS              840         51,203
    Unidanmark AS Cl-A           260         20,221
                                        -----------
                                            118,094
                                        -----------
  FINLAND -- 1.6%
    Nokia AB Oyj               5,080        580,973
                                        -----------
  FRANCE -- 11.3%
    Alcatel                    1,150        179,493
    AXA SA                     2,180        307,262
    Banco Frances SA [ADR]       620         13,563
    Banque National de
      Paris*                   2,210        193,955
    Cap Gemini SA*               700        105,946
    Carrefour Supermarche SA   2,330        431,014
    Compagnie de Saint-
      Gobain                     690        119,662
    Credit Commercial de
      France                     350         40,281
    Groupe Danone                 90         22,939
    Hermes International
      Designs*                   710         77,609
    L'Oreal                      110         73,358
    Lafarge SA                   460         44,239
    Legrand SA                   570        136,295
    Pinault-Printemps
      Redoute SA                 710        135,294
    Sanofi SA*                 5,650        249,117
    Schneider SA               3,030        208,597
    Societe Generale             650        141,419
    Societe Television
      Francaise                  770        241,174
    Sodexho Alliance SA        1,348        221,023
    STMicroelectronics NV*     2,680        235,204
    Total Fina SA Cl-B         3,931        530,888
    Vivendi                    5,420        410,446
                                        -----------
                                          4,118,778
                                        -----------
  GERMANY -- 6.2%
    Allianz AG                   560        170,690
    Bayer AG                   2,910        118,978
    Bayerische Hypo-Und
      Vereinsbank AG           4,390        286,075
    Celanese AG*                  89          1,389
    Deutsche Bank AG           2,868        204,287
    Deutsche Telekom AG        3,300        152,092
    Dresdner Bank AG           3,560        182,597
    Fielmann AG Pfd.             250          9,617
    Fresenius AG Pfd.            110         18,036
    Gehe AG                    4,440        157,266
    Hoechst AG                   890         38,961
    Mannesmann AG              2,680        413,226
    Rhoen-Klinikum AG          1,380         53,667
    SAP AG                       390        141,419
</TABLE>


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
SAP AG Pfd.                      230    $    99,162
    Siemens AG                   860         76,832
    Veba AG                    2,750        149,953
                                        -----------
                                          2,274,247
                                        -----------
  HONG KONG -- 2.7%
    Cheung Kong Holdings
      Ltd.                    10,000         90,739
    China Light & Power Co.
      Ltd.                    16,000         73,312
    China Telecom Ltd.*       68,000        232,808
    Dao Heng Bank Group Ltd.   6,000         27,569
    Hederson Land
      Development Co. Ltd.    13,000         59,231
    Hong Kong
      Telecommunications
      Ltd.                    28,800         65,796
    HSBC Holdings PLC         10,400        124,821
    Hutchison Whampoa Ltd.    22,000        220,863
    Pacific Century
      Cyberworks Ltd.*        40,000         30,118
    Sun Hung Kai Properties
      Ltd.                     7,000         56,535
                                        -----------
                                            981,792
                                        -----------
  INDIA -- 0.2%
    ICICI Ltd.*                4,469         49,159
    Mahanagar Telephone
      Nigam Ltd. [GDR]         2,000         16,500
                                        -----------
                                             65,659
                                        -----------
  IRELAND -- 0.1%
    CBT Group PLC [ADR]*       2,031         41,889
                                        -----------
  ITALY -- 4.2%
    Assicurazioni Generali     4,160        133,357
    Banca di Roma             13,000         17,489
    Banca Popolare di
      Brescia                  4,000        169,219
    Ente Nazionale
      Idrocarburi SPA         33,000        192,847
    Instituto Nazionale
      delle Assicurazioni     31,000         94,001
    Italgas SPA                5,000         20,653
    Mediolanum SPA            10,000         81,246
    San Paolo-IMI SPA          9,225        119,454
    Tecnost SPA*              17,600         33,852
    Telecom Italia Mobile
      SPA                     54,000        337,135
    Telecom Italia SPA        24,000        207,099
    Unicredito Italiano SPA   24,000        112,252
                                        -----------
                                          1,518,604
                                        -----------
  JAPAN -- 21.3%
    Bridgestone Corp.*         2,000         55,002
    Canon, Inc.               12,000        339,210
    Citizen Watch Co. Ltd.     3,000         21,186
    Daiichi Pharmaceutical
      Co. Ltd.                 2,000         28,651
    Daiwa House Industry Co.
      Ltd.                     7,000         63,990
    DDI Corp.                     16        174,780
</TABLE>

<TABLE>
                              SHARES          VALUE
- ---------------------------------------------------
<CAPTION>
- ---------------------------------------------------
<S>                           <C>       <C>
    Denso Corp.               10,000    $   213,683
    East Japan Railway Co.
      Ltd.                        17        104,092
    Fanuc Co.                  1,400        108,662
    Fujitsu Ltd.               8,000        240,705
    Hitachi Ltd.              12,000        129,590
    Honda Motor Co. Ltd.       1,000         42,162
    Ito-Yokado Co. Ltd.        2,000        159,831
    Kao Corp.                  7,000        213,300
    Kokuyo Co. Ltd.            4,000         72,557
    Komori Corp.               3,000         65,111
    Kuraray Co. Ltd.           9,000        120,736
    Kyocera Corp.              3,000        287,466
    Makita Corp.               4,000         38,367
    Matsushita Electric
      Industrial Co.          14,000        294,461
    Mauri Co. Ltd.            10,000        188,770
    Mitsubishi Corp.           7,000         50,307
    Mitsubishi Heavy
      Industries Ltd.         39,000        152,846
    Mitsui Fudosan Co. Ltd.   19,000        141,826
    Murata Manufacturing Co.
      Ltd.                     4,000        511,690
    NEC Corp.                 22,000        444,806
    Nippon Telegraph &
      Telephone Corp.             30        459,946
    Nomura Securities Co.
      Ltd.                    15,000        247,365
    NTT Mobile Communication
      Network, Inc.               10        265,427
    Sankyo Co. Ltd.           10,000        284,592
    Sekisui Chemical Co.
      Ltd.                    10,000         49,157
    Sekisui House Ltd.         7,000         75,728
    Seven-Eleven Japan Co.
      Ltd.                     2,000        183,020
    Shin-Etsu Chemical Co.
      Ltd.                     3,000        123,611
    Shiseido Co. Ltd.          4,000         60,943
    Sony Corp.                 3,300        514,161
    Sumitomo Bank Ltd.*        9,000        144,711
    Sumitomo Corp.            14,000        102,223
    Sumitomo Electric
      Industries              15,000        201,370
    TDK Corp.                  3,000        293,503
    Tokio Marine & Fire
      Insurance Co. Ltd.       3,000         39,239
    Tokyo Electron Ltd.        1,000         82,982
    Toppan Printing Co. Ltd.   6,000         73,534
    Toshiba Corp.*            23,000        144,576
    UNY Co. Ltd.               4,000         51,744
    Yamanouchi
      Pharmaceutical Co.
      Ltd.*                    3,000        135,972
                                        -----------
                                          7,797,591
                                        -----------
  KOREA -- 0.4%
    Korea Telecom Corp.
      [ADR]*                   2,000         70,500
    Samsung Electronics Co.      500         83,368
                                        -----------
                                            153,868
                                        -----------
</TABLE>


<PAGE>
ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
MEXICO -- 1.4%
    Cemex SA de CV [ADR]*      2,400    $    54,000
    Cemex SA de CV Cl-B        5,000         22,580
    Fomento Economico
      Mexicano SA de CV UBD
      Units                   13,000         42,107
    Gruma Rights*              1,123              0
    Gruma SA [ADR]*              203          1,053
    Gruma SA Cl-B*             4,134          5,390
    Grupo Industrial Maseca
      SA de CV Cl-B           17,000          8,471
    Grupo Modelo SA de CV
      Cl-C                    12,000         29,276
    Grupo Televisa SA [GDR]*   1,000         42,500
    Kimberly-Clark de Mexico
      SA Cl-A                 11,000         35,173
    Telefonos de Mexico SA
      Cl-L [ADR]               3,000        256,500
    TV Azteca SA de CV
      [ADR]*                   1,000          4,063
                                        -----------
                                            501,113
                                        -----------
  NETHERLANDS -- 7.6%
    ABN AMRO Holding NV        7,210        174,220
    AKZO Nobel NV                490         21,085
    ASM Lithography Holding
      NV*                      3,550        250,365
    CSM NV                     2,280        105,082
    Elsevier NV                5,680         53,909
    Equant NV*                   600         58,333
    Fortis (NL) NV             6,660        229,110
    Gucci Group NV NY Reg      1,100         88,825
    ING Groep NV               8,820        519,875
    Koninklijke (Royal)
      Philips Electronics NV   3,200        327,927
    KPN NV                       640         32,820
    Royal Dutch Petroleum
      Co.                      4,190        250,273
    TNT Post Group NV            580         14,753
    Unilever NV                1,191         78,863
    United Pan-Europe
      Communications NV*         507         38,954
    VNU NV                     2,260         76,368
    Wolters Kluwer NV         13,660        456,133
                                        -----------
                                          2,776,895
                                        -----------
  NEW ZEALAND -- 0.2%
    Telecom Corp. of New
      Zealand Ltd.            19,000         76,363
                                        -----------
  NORWAY -- 0.6%
    Norsk Hydro AS               940         37,506
    Orkla ASA Cl-A            10,520        146,845
    Orkla ASA Rights*         10,520         19,800
                                        -----------
                                            204,151
                                        -----------

</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
  PORTUGAL -- 0.4%
    Jeronimo Martins SGPS SA   5,733        159,921
  SINGAPORE -- 0.6%
    Singapore Press Holdings
      Ltd.                     3,149    $    53,939
    Singapore
      Telecommunications      14,000         26,589
    United Overseas Bank
      Ltd.                    18,000        136,312
                                        -----------
                                            216,840
                                        -----------
  SPAIN -- 2.8%
    Argentaria Caja Postal Y
      Banco Hipotecario de
      Espana SA                2,970         65,866
    Banco Bilbao Vizcaya SA    3,350         44,999
    Banco Popular Espanol SA     540         36,324
    Banco Santander Central
      Hispano SA              16,722        173,472
    Endesa SA                  4,940         98,807
    Gas Natural SDG SA         2,500         54,655
    Iberdrola SA               8,110        118,143
    Repsol SA                  4,763         98,121
    Telefonica SA             20,855        342,822
                                        -----------
                                          1,033,209
                                        -----------
  SWEDEN -- 3.2%
    AstraZeneca Group PLC      6,330        285,449
    Atlas Copco AB Cl-B        1,820         47,277
    Electrolux AB Cl-B         9,700        193,100
    Ericsson, (L.M.)
      Telephone Co. Cl-B       1,070         44,420
    Esselte AB                   650          4,340
    Hennes & Mauritz AB Cl-B  13,350        354,078
    Nordbanken Holding Co.
      AB                      24,870        144,905
    Sandvik AB Cl-B            2,630         67,999
    Securitas AB Cl-B          2,245         33,246
                                        -----------
                                          1,174,814
                                        -----------
  SWITZERLAND -- 6.7%
    ABB AG*                    1,582        159,369
    ABB Ltd.*                    919         91,362
    Adecco SA                    530        321,393
    Credit Suisse Group          750        144,218
    Nestle SA                    310        598,133
    Novartis AG                  280        418,969
    Roche Holding AG              30        360,298
    Swisscom AG*                 123         37,496
    UBS AG                     1,152        335,301
                                        -----------
                                          2,466,539
                                        -----------
  TAIWAN -- 0.2%
    Hon Hai Precision
      Industry Co. Ltd.
      [GDR] 144A*              3,605         59,050
                                        -----------
</TABLE>


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                           <C>       <C>
UNITED KINGDOM -- 16.5%
    Abbey National PLC        11,000    $   214,794
    BG PLC                    10,000         55,422
    British Petroleum Co.
      PLC                     18,000        174,412
    Cable & Wireless PLC      22,000        256,670
    Cadbury Schweppes PLC     38,000        248,638
    Caradon PLC                9,000         21,266
    Centrica PLC*              5,400         15,662
    Compass Group PLC         28,000        299,564
    Diageo PLC                42,776        431,677
    Electrocomponents PLC      7,000         62,715
    GKN PLC                    2,000         31,965
    Glaxo Wellcome PLC        17,000        501,001
    Hays PLC                   5,000         57,144
    Kingfisher PLC            39,000        425,249
    Ladbroke Group PLC        14,000         42,614
    National Westminster
      Bank PLC                38,000        856,750
    Rank Group PLC             7,000         21,795
    Reed International PLC    45,355        264,202
    Rio Tinto PLC             12,000        204,982
    Safeway PLC               11,000         34,475
    Shell Transport &
      Trading Co. PLC         75,000        574,112
    Smith, (Davis S.)
      Holdings PLC            11,000         34,475
    SmithKline Beecham PLC    41,000        527,453
    Tesco PLC                 57,000        169,292
    Tomkins PLC               30,248        102,370
    Unilever PLC              15,714        145,557
    United News & Media PLC   12,000        115,388
    Vodafone AirTouch PLC     33,500        153,194
                                        -----------
                                          6,042,838
                                        -----------
TOTAL INVESTMENTS -- 93.8%
  (Cost $30,115,237)                     34,319,231
OTHER ASSETS LESS
  LIABILITIES -- 6.2%                     2,260,245
                                        -----------
NET ASSETS -- 100.0%                    $36,579,476
                                        ===========
</TABLE>

Foreign currency exchange contracts outstanding at October 31, 1999:

<TABLE>
<CAPTION>
SETTLEMENT             CONTRACTS TO   IN EXCHANGE   CONTRACTS     UNREALIZED
MONTH         TYPE       RECEIVE          FOR       AT VALUE     DEPRECIATION
- ------------------------------------------------------------------------------
<S>          <C>       <C>            <C>           <C>         <C>
 11/99       Buy AUD       9,119        $ 5,902      $ 5,815         $ 87
 11/99       Buy HKD     626,600         80,644       80,642            2
                                        -------      -------         ----
                                        $86,546      $86,457         $ 89
                                        =======      =======         ====
</TABLE>

<TABLE>
<CAPTION>
                                                                  UNREALIZED
SETTLEMENT             CONTRACTS TO   IN EXCHANGE   CONTRACTS    APPRECIATION
MONTH         TYPE       DELIVER          FOR       AT VALUE    (DEPRECIATION)
- ------------------------------------------------------------------------------
<S>          <C>       <C>            <C>           <C>         <C>
 11/99       Sell         77,640       $ 81,408     $ 81,846        $(438)
             EUR
 11/99       Sell         54,925         90,643       90,144          499
             GBP
                                       --------     --------        -----
                                       $172,051     $171,990        $  61
                                       ========     ========        =====
</TABLE>

See Notes to Financial Statements.

<PAGE>
ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO

- -------------------------------------------------------
The following is a breakdown of the foreign stock portion of the Portfolio, by
industry classification, as of October 31, 1999. Percentages are based on net
assets.

<TABLE>
<CAPTION>
INDUSTRY
- --------
<S>                                          <C>
Automobile Manufacturers                      1.0%
Automotive Parts                              0.2%
Beverages                                     0.8%
Broadcasting                                  0.3%
Building Materials                            0.7%
Business Services                             1.2%
Chemicals                                     0.9%
Clothing & Apparel                            0.5%
Computer Services & Software                  1.7%
Conglomerates                                 1.7%
Construction                                  1.1%
Consumer Products & Services                  3.2%
Electronic Components & Equipment            11.0%
Entertainment & Leisure                       1.5%
Equipment Services                            0.2%
Financial -- Bank & Trust                    11.9%
Financial Services                            3.5%
Food                                          7.4%
Hotels & Motels                               0.1%
Industrial Products                           1.2%
Insurance                                     2.6%
Machinery & Equipment                         1.9%
Medical Supplies & Equipment                  0.8%
Metals & Mining                               0.8%
Office Equipment                              0.9%
Oil & Gas                                     3.7%
Paper & Forest Products                       0.4%
Pharmaceuticals                               7.1%
Printing & Publishing                         3.3%
Real Estate                                   1.0%
Retail & Merchandising                        2.4%
Semiconductors                                1.3%
Telecommunications                           15.6%
Transportation                                0.5%
Utilities                                     1.4%
                                             -----
TOTAL                                        93.8%
                                             =====
</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 year, these securities amounted
        to 0.2% of net assets.


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

ASMT JANUS CAPITAL
GROWTH PORTFOLIO

<TABLE>
<CAPTION>
- ----------------------------------------------------
                          SHARES               VALUE
- ----------------------------------------------------
<S>                      <C>          <C>
COMMON STOCK -- 79.8%
  ADVERTISING -- 0.2%
    DoubleClick, Inc.*      19,530    $    2,734,200
                                      --------------
  BEVERAGES -- 0.5%
    Coca-Cola Co.          120,620         7,116,580
                                      --------------
  COMPUTER HARDWARE -- 7.8%
    Apple Computer,
      Inc.*                483,080        38,706,785
    Dell Computer
      Corp.*             1,152,145        46,229,818
    EMC Corp.*             244,580        17,854,340
                                      --------------
                                         102,790,943
                                      --------------
  COMPUTER SERVICES & SOFTWARE -- 23.6%
    America Online,
      Inc.*                793,460       102,901,845
    Cisco Systems,
      Inc.*              1,081,269        80,013,906
    Intuit, Inc.*          229,545         6,685,498
    Microsoft Corp.*       563,300        52,140,456
    VERITAS Software
      Corp.*               478,090        51,573,959
    Yahoo!, Inc.*           97,590        17,474,709
                                      --------------
                                         310,790,373
                                      --------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 9.7%
    General Electric
      Co.                  410,290        55,619,938
    Metromedia Fiber
      Network, Inc.
      Cl-A*                161,540         5,340,916
    Texas Instruments,
      Inc.                 755,080        67,768,430
                                      --------------
                                         128,729,284
                                      --------------
  ENTERTAINMENT & LEISURE -- 4.9%
    Time Warner, Inc.      939,550        65,474,891
                                      --------------
  FINANCIAL SERVICES -- 2.4%
    Fannie Mae             149,335        10,565,451
    Schwab, (Charles)
      Corp.                560,710        21,832,646
                                      --------------
                                          32,398,097
                                      --------------
  INSURANCE -- 4.3%
    American
      International
      Group, Inc.          438,975        45,186,989
    Progressive Corp.      124,325        11,507,833
                                      --------------
                                          56,694,822
                                      --------------
  OFFICE EQUIPMENT -- 0.5%
    Staples, Inc.*         274,492         6,090,291
                                      --------------
  PHARMACEUTICALS -- 3.5%
    MedImmune, Inc.*       400,815        44,891,280
    Pfizer, Inc.            41,784         1,650,468
                                      --------------
                                          46,541,748
                                      --------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                      <C>          <C>
  RETAIL & MERCHANDISING -- 8.3%
    Amazon.com, Inc.*      302,540    $   21,366,888
    Costco Companies,
      Inc.*                142,045        11,407,989
    Home Depot, Inc.       476,800        35,998,400
    Wal-Mart Stores,
      Inc.                 722,255        41,258,816
                                      --------------
                                         110,032,093
                                      --------------
  TELECOMMUNICATIONS -- 14.1%
    Level 3
      Communications,
      Inc.*                244,840        16,740,935
    Nokia Corp. Cl-A
      [ADR]                652,645        75,421,287
    Sprint Corp. (PCS
      Group)*              551,240        45,718,468
    Vodafone AirTouch
      PLC [ADR]            690,355        33,093,893
    WinStar
      Communications,
      Inc.*                400,000        15,525,000
                                      --------------
                                         186,499,583
                                      --------------
TOTAL COMMON STOCK
  (Cost $800,228,688)                  1,055,892,905
                                      --------------
FOREIGN STOCK -- 0.7%
  TELECOMMUNICATIONS
    Vodafone AirTouch
      PLC -- (GBP)
  (Cost $8,599,475)      1,876,215         8,712,691
</TABLE>                              --------------

<TABLE>
<CAPTION>
                            PAR
                           (000)
                           -----
<S>                      <C>          <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 13.5%
    Federal Mortgage
      Corp.
5.24%, 12/03/99            $25,000        24,881,677
      5.55%, 01/10/00       25,000        24,718,646
                                      --------------
                                          49,600,323
                                      --------------
    Federal National
      Mortgage Assoc.
      4.97%, 02/01/00       15,000        14,803,271
      5.09%, 04/03/00       10,922        10,679,553
      5.17%, 11/16/99       30,000        29,934,234
      5.20%, 11/23/99       20,000        19,935,385
      5.21%, 12/02/99       20,000        19,908,801
      5.48%, 01/24/00-
         01/28/00           35,000        34,524,306
                                      --------------
                                         129,785,550
                                      --------------
  (Cost $179,429,751)                    179,385,873
                                      --------------
</TABLE>


<PAGE>
ASMT JANUS CAPITAL
GROWTH PORTFOLIO

<TABLE>
<CAPTION>
- ----------------------------------------------------
                            PAR
                           (000)               VALUE
- ----------------------------------------------------
<S>                     <C>          <C>
CORPORATE OBLIGATIONS -- 0.0%
  ENTERTAINMENT & LEISURE -- 0.0%
    Venetian Casino
      Resort LLC
      12.25%, 11/15/04      $  275    $      217,250
                                      --------------
  TELECOMMUNICATIONS -- 0.0%
    Lenfest
      Communications,
      Inc.
      7.625%, 02/15/08         140           141,050
      8.25%, 02/15/08          175           178,063
                                      --------------
                                             319,113
                                      --------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $589,653)                            536,363
                                      --------------
COMMERCIAL PAPER -- 4.9%
    Associates First
      Capital Corp.
      5.30%, 11/01/99       10,000        10,000,000
    CIT Group Holdings,
      Inc.
      5.26%, 11/01/99       55,400        55,400,000
                                      --------------
  (Cost $65,400,000)                      65,400,000
                                      --------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                      <C>          <C>
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary
      Investment Cash
      Fund                  17,462    $       17,462
    Temporary
      Investment Fund       17,462            17,462
                                      --------------
  (Cost $34,924)                              34,924
                                      --------------
TOTAL INVESTMENTS -- 98.9%
  (Cost $1,054,282,491)                1,309,962,756
OTHER ASSETS LESS
  LIABILITIES -- 1.1%                     14,319,906
                                      --------------
NET ASSETS -- 100.0%                  $1,324,282,662
                                      ==============
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.

<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

ASMT INVESCO
EQUITY INCOME PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
COMMON STOCK -- 73.0%
  AEROSPACE -- 3.4%
    AlliedSignal, Inc.       40,000    $  2,277,500
    General Motors Corp.
      Cl-H*                  50,000       3,640,625
    Northrop Grumman Corp.   23,000       1,262,125
                                       ------------
                                          7,180,250
                                       ------------
  AUTOMOBILE MANUFACTURERS -- 1.0%
    Ford Motor Co.           39,900       2,189,513
                                       ------------
  BEVERAGES -- 2.9%
    Anheuser-Busch
      Companies, Inc.        23,000       1,651,688
    Coca-Cola Co.            43,800       2,584,200
    Coors, (Adolph) Co.
      Cl-B                   34,000       1,887,000
                                       ------------
                                          6,122,888
                                       ------------
  BROADCASTING -- 0.7%
    AT&T Corp. Liberty
      Media Group Cl-A*      36,000       1,428,750
                                       ------------
  CHEMICALS -- 0.3%
    Lyondell Chemical Co.    50,000         606,250
                                       ------------
  COMPUTER SERVICES & SOFTWARE -- 2.4%
    America Online, Inc.*     8,400       1,086,225
    Computer Associates
      International, Inc.    23,200       1,310,800
    Microsoft Corp.*         30,000       2,776,875
                                       ------------
                                          5,173,900
                                       ------------
  CONGLOMERATES -- 1.4%
    Philip Morris
      Companies, Inc.        30,000         755,625
    Textron, Inc.            30,000       2,315,625
                                       ------------
                                          3,071,250
                                       ------------
  CONSUMER PRODUCTS & SERVICES -- 1.8%
    Colgate-Palmolive Co.    30,000       1,815,000
    Procter & Gamble Co.     20,000       2,097,500
                                       ------------
                                          3,912,500
                                       ------------
  ELECTRONIC COMPONENTS & EQUIPMENT -- 5.0%
    General Electric Co.     32,800       4,446,450
    Tandy Corp.*             68,400       4,304,925
    Texas Instruments,
      Inc.                   20,000       1,795,000
                                       ------------
                                         10,546,375
                                       ------------
  ENTERTAINMENT & LEISURE -- 0.9%
    Park Place
      Entertainment Corp.*  140,000       1,837,500
                                       ------------
  FINANCIAL -- BANK & TRUST -- 6.6%
    Bank of New York Co.,
      Inc.                   70,000       2,931,249
    Charter One Financial,
      Inc.                   91,225       2,240,702
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
    Chase Manhattan Corp.    30,000    $  2,621,250
    Morgan, (J.P.) & Co.,
      Inc.                   20,000       2,617,500
    Summit Bancorp           30,000       1,038,750
    Wells Fargo & Co.        51,000       2,441,625
                                       ------------
                                         13,891,076
                                       ------------
  FINANCIAL SERVICES -- 2.6%
    Citigroup, Inc.          60,000       3,247,500
    Morgan Stanley, Dean
      Witter & Co.           21,000       2,316,563
                                       ------------
                                          5,564,063
                                       ------------
  FOOD -- 4.1%
    General Mills, Inc.      13,650       1,190,109
    Heinz, (H.J.) Co.        44,000       2,101,000
    Kellogg Co.              49,000       1,950,813
    Quaker Oats Co.          30,000       2,100,000
    Tasty Baking Co.        120,000       1,275,000
                                       ------------
                                          8,616,922
                                       ------------
  HOTELS & MOTELS -- 0.4%
    Hilton Hotels Corp.      10,000          92,500
    Marriott
      International, Inc.
      Cl-A                   20,700         697,331
                                       ------------
                                            789,831
                                       ------------
  INSURANCE -- 3.2%
    Allmerica Financial
      Corp.                  70,000       4,003,125
    Ohio Casualty Corp.      13,000         216,938
    Travelers Property
      Casualty Corp. Cl-A    70,000       2,520,000
                                       ------------
                                          6,740,063
                                       ------------
  MEDICAL SUPPLIES & EQUIPMENT -- 1.1%
    Medtronic, Inc.          70,000       2,423,750
                                       ------------
  METALS & MINING -- 0.3%
    Phelps Dodge Corp.       13,000         732,875
                                       ------------
  OIL & GAS -- 7.5%
    Apache Corp.             51,000       1,989,000
    Atlantic Richfield Co.   30,000       2,795,624
    Exxon Corp.              36,100       2,673,656
    National Fuel Gas Co.    40,000       1,955,000
    Royal Dutch Petroleum
      Co.                    30,000       1,798,125
    Schlumberger Ltd.        45,000       2,725,313
    Unocal Corp.             55,700       1,921,650
                                       ------------
                                         15,858,368
                                       ------------
  PAPER & FOREST PRODUCTS -- 1.8%
    Champion International
      Corp.                  30,000       1,734,375
    Weyerhaeuser Co.         35,000       2,089,063
                                       ------------
                                          3,823,438
                                       ------------
</TABLE>


<PAGE>
ASMT INVESCO
EQUITY INCOME PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
PHARMACEUTICALS -- 8.5%
    American Home Products
      Corp.                  48,500    $  2,534,125
    Bristol-Meyers Squibb
      Co.                    44,000       3,379,750
    Merck & Co., Inc.        35,000       2,784,688
    Pfizer, Inc.             48,100       1,899,950
    Pharmacia & Upjohn,
      Inc.                   28,000       1,510,250
    SmithKline Beecham PLC
      [ADR]                  25,000       1,600,000
    Warner-Lambert Co.       52,000       4,150,249
                                       ------------
                                         17,859,012
                                       ------------
  RAILROADS -- 2.3%
    Kansas City Southern
      Industries, Inc.       75,000       3,557,813
    Norfolk Southern Corp.   50,000       1,221,875
                                       ------------
                                          4,779,688
                                       ------------
  REAL ESTATE -- 0.0%
    HRPT Properties Trust
      [REIT]                  7,100          65,231
    Senior Housing
      Properties Trust
      [REIT]*                   710           8,698
                                       ------------
                                             73,929
                                       ------------
  RESTAURANTS -- 1.2%
    McDonald's Corp.         60,000       2,475,000
                                       ------------
  RETAIL & MERCHANDISING -- 3.6%
    Costco Companies,
      Inc.*                  13,300       1,068,156
    Dayton-Hudson Corp.      39,000       2,520,375
    Penney, (J.C.) Co.,
      Inc.                   50,000       1,268,750
    Wal-Mart Stores, Inc.    49,800       2,844,825
                                       ------------
                                          7,702,106
                                       ------------
  SEMICONDUCTORS -- 2.0%
    Intel Corp.              38,000       2,942,625
    Maxim Integrated
      Products, Inc.*        17,000       1,341,938
                                       ------------
                                          4,284,563
                                       ------------
  TELECOMMUNICATIONS -- 6.4%
    Bell Atlantic Corp.      31,300       2,032,544
    GTE Corp.                27,200       2,040,000
    Lucent Technologies,
      Inc.                   20,400       1,310,700
    SBC Communications,
      Inc.                   87,372       4,450,510
    U.S. West, Inc.          60,000       3,663,750
                                       ------------
                                         13,497,504
                                       ------------
  TRANSPORTATION -- 0.4%
    Galileo International,
      Inc.                   30,700         922,919
                                       ------------
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
                              SHARES          VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
  UTILITIES -- 1.2%
    Northern States Power
      Co.                    59,200    $  1,272,800
    Unicom Corp.             33,100       1,268,144
                                       ------------
                                          2,540,944
                                       ------------
TOTAL COMMON STOCK
  (Cost $138,887,372)                   154,645,227
                                       ------------
</TABLE>

<TABLE>
<CAPTION>
                              PAR
                             (000)
                            -------
<S>                         <C>        <C>
CORPORATE OBLIGATIONS -- 18.2%
  ADVERTISING -- 0.1%
    MDC Corp., Inc.
      10.50%, 12/01/06      $   250         250,625
                                       ------------
  AIRLINES -- 0.3%
    Delta Air Lines, Inc.
      10.375%, 12/15/22         500         593,125
                                       ------------
  BROADCASTING -- 0.4%
    Continental Cablevision, Inc.
      9.50%, 08/01/13           250         280,000
    Jacor Communications Co.
      9.75%, 12/15/06           500         526,250
                                       ------------
                                            806,250
                                       ------------
  BUILDING MATERIALS -- 0.2%
    USG Corp.
      8.50%, 08/01/05           500         526,037
                                       ------------
  BUSINESS SERVICES -- 0.1%
    NEXTLINK
      Communications, Inc.
      [STEP]
      11.51%, 04/15/08          250         153,750
                                       ------------
  CABLE TELEVISION -- 0.8%
    Charter Communication
      Holdings LLC
      8.62%, 04/01/09           400         379,000
    Comcast U.K. Cable
      Corp. [STEP]
      7.137%, 11/15/07          750         684,375
    Telewest
      Communications PLC
      [STEP]
      10.926%, 10/01/07         750         682,500
                                       ------------
                                          1,745,875
                                       ------------
  CHEMICALS -- 0.2%
    Equistar Chemicals
      L.P.
      7.55%, 02/15/26           250         198,750
    Huntsman ICI Chemicals
      144A
      10.125%, 07/01/09         250         248,125
                                       ------------
                                            446,875
                                       ------------
</TABLE>


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
ENTERTAINMENT & LEISURE -- 0.3%
    Hollywood Casino Corp.
      11.25%, 05/01/07      $   500    $    504,375
    Time Warner
      Entertainment Co.
      7.25%, 09/01/08           100          99,875
                                       ------------
                                            604,250
                                       ------------
  ENVIRONMENTAL SERVICES -- 0.2%
    Allied Waste North
      America Co. 144A
      10.00%, 08/01/09          500         427,500
                                       ------------
  FINANCIAL SERVICES -- 0.2%
    Associates Corp. of
      North America Cl-E
      7.375%, 06/11/07          500         505,878
                                       ------------
  HEALTHCARE SERVICES -- 0.0%
    FHP International
      Corp.
      7.00%, 09/15/03            50          49,688
                                       ------------
  HOTELS & MOTELS -- 0.1%
    Hilton Hotels Corp.
      7.20%, 12/15/09           250         222,188
                                       ------------
  INSURANCE -- 0.5%
    Progressive Corp.
      6.625%, 03/01/29          500         430,000
    The Equitable Companies,
      Inc.
      9.00%, 12/15/04           500         541,250
                                       ------------
                                            971,250
                                       ------------
  MACHINERY & EQUIPMENT -- 0.4%
    Nationsrent, Inc.
      10.375%, 12/15/08         500         486,250
    United Rentals, Inc.
      9.25%, 01/15/09           500         453,750
                                       ------------
                                            940,000
                                       ------------
  OIL & GAS -- 1.8%
    Atlantic Richfield Co.
      10.875%, 07/15/05         500         586,875
    Belco Oil & Gas Corp.
      Cl-B
      8.875%, 09/15/07          100          95,250
    Canadian Forest Oil
      Ltd.
      8.75%, 09/15/07           500         477,500
    Cliffs Drilling Co.
      Cl-B
      10.25%, 05/15/03          250         250,000
    CMS Panhandle Holding
      Co.
      6.50%, 07/15/09           500         461,690
    Forest Oil Corp.
      10.50%, 01/15/06          500         517,500
    Gulf Canada Resources
      Ltd.
      8.25%, 03/15/17           100          93,000
    Mobil Corp.
      8.625%, 08/15/21          500         576,250
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
    Noram Energy Corp.
      [CVT]
      6.00%, 03/15/12       $   100    $     89,000
    Ocean Energy, Inc.
      Cl-B
      8.875%, 07/15/07          250         248,125
    Vastar Resources, Inc.
      6.50%, 04/01/09           500         478,125
                                       ------------
                                          3,873,315
                                       ------------
  PAPER & FOREST PRODUCTS -- 0.2%
    Chesapeake Corp.
      7.20%, 03/15/05           500         500,625
                                       ------------
  TELECOMMUNICATIONS -- 5.8%
    AT&T Corp.
      6.00%, 03/15/09           400         370,500
    Call-Net Enterprises,
      Inc. [STEP]
      10.80%, 05/15/09          500         281,250
    Cencall Communications
      Corp.
      9.80%, 01/15/04           490         498,575
    Centel Capital Corp.
      9.00%, 10/15/19           250         279,688
    Global Crossing
      Holdings Ltd.
      9.625%, 05/15/08          500         506,250
    GTE Corp.
      7.90%, 02/01/27           731         723,690
    Level 3 Communications,
      Inc.
      9.125%, 05/01/08          250         231,875
      6.27%, 12/01/08
         [STEP]                 250         146,875
      11.044%, 12/01/08
         [STEP] 144A            500         293,750
    Lin Television Co.
      8.375%, 03/01/08          250         232,500
    McLeodUSA, Inc.
      9.50%, 11/01/08           250         251,250
    Metromedia Fiber
      Network, Inc. Cl-B
      10.00%, 11/15/08          750         742,500
    MetroNet
      Communications Corp.
      [STEP]
      6.274%, 06/15/08        2,500       1,949,999
    NEXTLINK
      Communications, Inc.
      9.625%, 10/01/07          250         239,375
      10.75%, 11/15/08
         144A                   250         253,125
    Paramount
      Communication
      8.25%, 08/01/22           700         690,375
    PSINet, Inc. 144A
      11.00%, 08/01/09          250         256,250
</TABLE>


<PAGE>
ASMT INVESCO
EQUITY INCOME PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
    Qwest Communications
      International, Inc. Cl-B
      7.321%, 02/01/08
         [STEP]             $   500    $    382,500
      7.25%, 11/01/08           250         245,313
    Renaissance Media
      Group [STEP]
      3.87%, 04/15/08           598         412,620
    TCI
      Telecommunications,
      Inc.
      7.875%, 02/15/26          500         518,125
    TeleCommunications,
      Inc.
      9.80%, 02/01/12           500         601,875
    US West Communications
      5.65%, 11/01/04           650         618,093
    Williams
      Communications
      Group, Inc.
      10.875%, 10/01/09         500         513,750
    Worldwide Fiber, Inc. 144A
      12.50%, 12/15/05          250         256,250
      12.00%, 08/01/09          500         502,500
                                       ------------
                                         11,998,853
                                       ------------
  UTILITIES -- 6.6%
    Cleveland Electric
      Illuminating Co.
      7.43%, 11/01/09           250         243,438
      9.00%, 07/01/23           250         253,750
    Cleveland Electric
      Illuminating Co.
      Cl-D
      7.88%, 11/01/17           250         244,688
    Coda Energy, Inc. Cl-B
      10.50%, 04/01/06          150         153,750
    Commonwealth Edison Co.
      8.00%, 05/15/08           400         413,500
      8.375%, 02/15/23          428         433,350
    Connecticut Light &
      Power Co. Cl-C
      8.50%, 06/01/24         1,250       1,261,262
    Consumers Energy Co.
      7.375%, 09/15/23          500         452,500
    Duquesne Light Co.
      8.375%, 05/15/24        1,000       1,002,499
    El Paso Electric Co.
      8.90%, 02/01/06           500         521,250
    El Paso Electric Co.
      Cl-C
      8.25%, 02/01/03           200         204,500
    Gulf Power Co.
      6.875%, 01/01/26          500         446,250
    Gulf States Utilities
      8.70%, 04/01/24           250         250,000
    Jersey Central Power &
      Light Co.
      7.98%, 02/16/23           500         494,750
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
    Metropolitan Edison
      Co. Cl-B
      8.15%, 01/30/23       $    75    $     74,183
    New York State
      Electric & Gas Corp.
      8.30%, 12/15/22           200         202,000
    Niagara Mohawk Power
      Corp.
      8.50%, 07/01/23           500         505,000
      8.50%, 07/01/23           124         125,860
    Niagara Mohawk Power
      Corp. Cl-H [STEP]
      7.529%, 07/01/10        1,000         731,250
    Potomic Edison Co.
      8.00%, 06/01/24           500         497,500
      7.75%, 05/01/25           650         632,125
    Public Service Co. of
      New Mexico Cl-A
      7.10%, 08/01/05           750         727,500
    Public Service Co. of
      New Mexico Cl-B
      7.50%, 08/01/18           760         716,300
    Public Service
      Electric & Gas Co.
      6.375%, 05/01/08          500         470,625
    Public Service of
      Colorado
      9.875%, 07/01/20          500         529,375
    Southwestern Public
      Service Co.
      8.20%, 12/01/22           750         757,500
    Texas Utilities
      7.375%, 10/01/25          500         466,250
    Union Electric Co.
      8.75%, 12/01/21           750         783,750
    Western Massachusetts
      Electric Co. Cl-V
      7.75%, 12/01/02           250         250,467
                                       ------------
                                         13,845,172
                                       ------------
TOTAL CORPORATE
  OBLIGATIONS
  (Cost $40,231,823)                     38,461,256
                                       ------------
U.S. TREASURY OBLIGATIONS -- 2.8%
    U.S. Treasury Notes
      5.625%, 05/15/08
  (Cost $6,491,948)           6,250       6,030,354
                                       ------------
COMMERCIAL PAPER -- 3.5%
    American Express
      Credit Corp.
      5.20%, 11/01/99
  (Cost $7,500,000)           7,500       7,500,000
                                       ------------
</TABLE>


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

<TABLE>
<CAPTION>
- ---------------------------------------------------
                             SHARES           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
SHORT-TERM INVESTMENTS -- 2.7%
    Temporary Investment
      Cash Fund             2,854,721  $  2,854,721
    Temporary Investment
      Fund                  2,854,721     2,854,721
                                       ------------
  (Cost $5,709,442)                       5,709,442
                                       ------------
TOTAL INVESTMENTS --100.2%
  (Cost $198,820,585)                   212,346,279
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (0.2%)                   (327,746)
                                       ------------
NET ASSETS -- 100.0%                   $212,018,533
                                       ============
</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 year, these securities amounted
        to 0.6% 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 -- 23.1%
    Federal Home Loan
      Mortgage Corp.
      6.00%, 01/19/30
         [TBA]              $8,220      $  7,660,054
      6.30%, 06/01/04        3,000         2,942,702
      6.50%, 08/15/23-
         12/15/23            4,962         4,898,812
                                        ------------
                                          15,501,568
                                        ------------
    Federal National
      Mortgage Assoc.
      5.74%, 12/01/27
         [VR]                  229           225,023
      5.812%, 01/01/28
         [VR]                  245           240,610
      5.82%, 05/01/36
         [VR]                  213           209,264
      6.50%, 05/18/23        2,385         2,364,001
      7.00%, 02/15/27        3,614         3,263,324
      8.50%, 08/01/24-
         12/01/25              852           884,101
                                        ------------
                                           7,186,323
                                        ------------
    Government National
      Mortgage Assoc.
      6.50%, 01/25/30
         [TBA]               4,000         3,813,760
      6.875%, 02/01/40-
         02/04/40            5,000         4,930,614
      7.00%, 11/15/27          413           405,495
      7.00%, 11/22/29
         [TBA]               7,900         7,749,426
                                        ------------
                                          16,899,295
                                        ------------
    Student Loan
      Marketing Assoc.
        [VR]
      5.349%, 07/25/04       1,162         1,157,295
                                        ------------
  (Cost $41,229,242)                      40,744,481
                                        ------------
U.S. TREASURY OBLIGATIONS -- 8.7%
    U.S. Treasury Bills
      4.68%, 02/10/00 #         85            83,831
      4.71%, 02/17/00 #         55            54,198
      4.82%, 02/17/00 #        100            98,542
      4.935%, 02/17/00 #        50            49,271
                                        ------------
                                             285,842
                                        ------------
    U.S. Treasury Bonds
      12.00%, 08/15/13       8,800        12,064,333
                                        ------------
    U.S. Treasury
      Inflationary Bonds
      3.625%, 01/15/08         827           798,310
      3.875%, 01/15/09-
         04/15/29            1,832         1,783,499
                                        ------------
                                           2,581,809
                                        ------------
    U.S. Treasury Notes
      5.50%, 02/29/00 #        325           325,307
                                        ------------
  (Cost $15,460,026)                      15,257,291
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                              PAR
                             (000)             VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
COLLATERALIZED MORTGAGE OBLIGATIONS -- 31.1%
    Brazo 1998-A Cl-A2
      [FRB]
      5.83%, 06/01/23       $5,000      $  4,872,875
    Centre Series 1999
      144A
      6.71%, 02/01/09        2,996         2,826,502
    Chase Mortgage
      Finance Corp.
      1995-A Cl-A
      6.204%, 04/25/25       2,033         2,039,339
    Chase Series 1999-S8
      Cl-A1 [VR]
      6.35%, 06/25/29        5,000         4,925,975
    Countrywide Home
      Loans Series
      1998-18 Cl-2A3
      6.75%, 11/25/28        1,000           937,677
    Countrywide Home
      Loans Series 1999-7
      Cl-A3
      6.25%, 06/25/14        4,933         4,638,887
    Federal Housing
      Authority
      6.68%, 01/01/09          889           885,296
    First Plus Home Loan
      Trust Series 1998-5
      Cl-A3 [VR]
      6.06%, 09/10/11        1,000           996,705
    GE Capital Mortgage
      Services, Inc.
      Series 1999-11
      Cl-Y2
      6.00%, 05/25/29        3,100         3,032,591
    GE Capital Mortgage
      Services, Inc.
      Series 1999-5
      6.50%, 05/25/29        9,858         9,039,276
    Green Tree Financial
      Corp. 1999 Cl-A5
      7.86%, 04/01/31        1,400         1,404,379
    Merrill Lynch
      Mortgage Investors,
      Inc.
      6.95%, 06/18/29        2,689         2,696,489
    Morgan Stanley
      Capital Corp.
      Series 1997-H 144A
      6.86%, 05/15/06        2,523         2,519,914
    Norwest Asset
      Securities Corp.
      Series 1997-21
      Cl-A2
      7.00%, 01/25/28        2,388         2,343,100
</TABLE>


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               PAR
                             (000)             VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
    Norwest Asset Securities
      Corp. Series 1999-18
      Cl-A2
      6.00%, 07/25/29       $5,200      $  4,912,466
    Norwest Asset
      Securities Corp.
      Series 1999-25
      Cl-A4
      6.50%, 10/25/29        1,998         1,833,953
    PNC Mortgage
      Securities Corp.
      Series 1998-10
      Cl-1A6
      6.50%, 10/25/28        2,000         1,820,228
    Prudential Securities
      Secured Financing
      Co. Series 1999-C2
      Cl-A1
      6.955%, 06/15/08       2,965         2,953,311
                                        ------------
  (Cost $56,298,614)                      54,678,963
                                        ------------
CORPORATE OBLIGATIONS -- 39.7%
  AEROSPACE -- 1.1%
    Lockheed Martin Corp.
      6.85%, 05/15/01        2,000         1,990,000
                                        ------------
  AIRLINES -- 1.6%
    Continental Airlines,
      Inc.
      6.954%, 02/02/11       2,999         2,896,190
                                        ------------
  AUTOMOTIVE PARTS -- 2.8%
    TRW, Inc. 144A
      6.625%, 06/01/04       5,000         4,862,500
                                        ------------
  CABLE TELEVISION -- 1.7%
    Cox Communications,
      Inc. [VR]
      6.04%, 11/01/99        3,000         2,999,949
                                        ------------
  CONGLOMERATES -- 0.6%
    Philip Morris
      Companies, Inc.
      7.625%, 05/15/02       1,000         1,005,845
                                        ------------
  CONSUMER PRODUCTS & SERVICES -- 1.1%
    Sears Roebuck
      Acceptance Corp.
      Cl-2
      6.86%, 08/06/01        2,000         2,002,500
                                        ------------
  ENVIRONMENTAL SERVICES -- 2.5%
    Waste Management,
      Inc. 144A
      6.50%, 05/14/04        5,000         4,321,550
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                              PAR
                             (000)             VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
  FINANCIAL -- BANK & TRUST -- 3.8%
    Bankers Trust Corp.
      [FRN]
      5.413%, 01/30/02      $1,000      $  1,001,295
    PNC Bank Corp. NA
      [VR]
      5.443%, 08/15/02       2,800         2,797,550
    Popular North
      America, Inc. Cl-D
      6.625%, 01/15/04       3,000         2,918,231
                                        ------------
                                           6,717,076
                                        ------------
  FINANCIAL SERVICES -- 20.5%
    AT&T Capital Corp.
      6.83%, 12/01/00        3,100         3,100,000
    Bear Stearns Co.
      [FRN]
      5.608%, 02/16/01       1,000         1,001,970
    Bear Stearns Co. [VR]
      5.888%, 03/18/05         500           500,621
    Beneficial Corp. Cl-H
      [FRN]
      5.559%, 01/09/02         500           499,386
    Caterpillar Financial
      Services Corp.,
      Inc.
      5.625%, 02/11/02
      [FRN]                    500           499,766
      6.875%, 08/01/04       4,000         3,970,000
    Cincinnati Financial
      Corp.
      6.90%, 05/15/28        4,700         4,241,750
    DTE Capital Corp.
      [VR] 144A
      7.11%, 11/15/03        3,000         2,943,750
    Ford Motor Credit Co.
      5.206%, 09/03/01
      [FRN]                  1,000           997,963
      6.70%, 07/16/04        2,000         1,980,000
    GMAC [FRN]
      5.438%, 04/29/02       2,800         2,789,133
    Goldman Sachs Group
      Cl-A [FRN] 144A
      5.798%, 12/07/01       2,000         1,995,080
    Lehman Brothers
      Holdings, Inc.
      6.025%, 12/01/00         800           799,964
      5.823%, 09/03/02
         [FRN]               1,800         1,800,133
    Merrill Lynch & Co.,
      Inc. [FRN]
      6.626%, 01/11/02       2,000         2,003,190
    Morgan Stanley, Dean
      Witter & Co. [FRN]
      5.699%, 03/11/03       1,000           995,255
</TABLE>


<PAGE>
ASMT PIMCO TOTAL
RETURN BOND PORTFOLIO

<TABLE>
<CAPTION>
- ----------------------------------------------------
                               PAR
                             (000)             VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
  New England Educational
    Loan Marketing Assoc. Cl-
    B [FRN] 144A
    5.681%, 06/11/01        $1,000      $    999,413
    Pemex Finance Ltd.
      144A
      9.69%, 08/15/09        5,000         4,968,749
                                        ------------
                                          36,086,123
                                        ------------
  HEALTHCARE SERVICES -- 2.3%
    Columbia HCA
      Healthcare Corp.
      6.63%, 07/15/45        4,275         4,050,563
                                        ------------
  TELECOMMUNICATIONS -- 1.7%
    Cable & Wireless
      Communications PLC
      6.75%, 12/01/08        2,000         2,045,000
    MCI WorldCom, Inc.
      6.125%, 08/15/01       1,000           993,750
                                        ------------
                                           3,038,750
                                        ------------
TOTAL CORPORATE
  OBLIGATIONS
  (Cost $71,139,839)                      69,971,046
                                        ------------
<CAPTION>
                           PRINCIPAL
                           IN LOCAL
                           CURRENCY
                            (000)
                           ---------
<S>                        <C>          <C>
FOREIGN BONDS -- 4.3%
  NEW ZEALAND -- 0.4%
    New Zealand
      Government
      10.00%, 03/15/02         600           327,832
      5.50%, 04/15/03          600           292,823
                                        ------------
                                             620,655
                                        ------------
  PHILIPPINES -- 1.1%
    Philippine Long
      Distance Telephone
      10.50%, 04/15/09       2,000         1,987,500
                                        ------------
  UNITED KINGDOM -- 2.8%
    United Mexican States
      8.75%, 05/30/02        3,000         4,878,529
                                        ------------
TOTAL FOREIGN BONDS
  (Cost $7,222,362)                        7,486,684
                                        ------------
<CAPTION>
                             PAR
                            (000)
                           ---------
<S>                        <C>          <C>
SOVEREIGN ISSUES -- 1.0%
  ARGENTINA -- 0.5%
    Republic of
      Argentina++ [VR]
      14.25%, 11/30/99      $1,000           952,500
                                        ------------
</TABLE>

<TABLE>
<CAPTION>
- ----------------------------------------------------
                              PAR
                             (000)         VALUE
- ----------------------------------------------------
<S>                        <C>          <C>

  PHILIPPINES -- 0.5%
    Republic of
      Philippines [BRB]
      6.50%, 12/01/17       $1,000      $    851,915
                                        ------------
TOTAL SOVEREIGN ISSUES
  (Cost $1,722,986)                        1,804,415
                                        ------------
COMMERCIAL PAPER -- 2.8%
    Ford Motor Credit
      Corp.
      5.29%, 11/17/99        1,300         1,296,944
    Mobil Australia
      Finance
      5.27%, 11/04/99        1,400         1,399,385
    National Rural
      Utilities
      Cooperative Finance
      Corp.
      5.30%, 11/12/99          500           499,190
      5.30%, 12/02/99        1,300         1,294,067
    US West Capital
      Funding Corp.+
      6.14%, 03/24/00          500           487,780
                                        ------------
  (Cost $4,977,306)                        4,977,366
                                        ------------
CERTIFICATES OF DEPOSIT -- 0.6%
    Mexico Credit Link
      10.50%, 02/22/02
  (Cost $1,000,000)          1,000         1,053,190
                                        ------------
<CAPTION>
                            SHARES
                            ------
<S>                        <C>          <C>
SHORT-TERM INVESTMENTS -- 0.6%
    Temporary Investment
      Cash Fund            546,824           546,824
    Temporary Investment
      Fund                 546,824           546,824
                                        ------------
  (Cost $1,093,648)                        1,093,648
                                        ------------
TOTAL INVESTMENTS -- 111.9%
  (Cost $200,144,023)                    197,067,084
                                        ------------
<CAPTION>
                           NUMBER OF
                           CONTRACTS
                           ---------
<S>                        <C>          <C>
WRITTEN OPTIONS -- (0.1)%
  CALL OPTIONS
    30 Year Federal Home
      Loan Mortgage
      Corp., Strike Price
      100-15, Expires
      11/08/99+                  2            (5,320)
    30 Year U.S. Treasury
      Bond Futures,
      Strike Price 120,
      Expires 11/20/99         111            (1,734)
                                        ------------
                                              (7,054)
                                        ------------
</TABLE>


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

<TABLE>
<CAPTION>
- ----------------------------------------------------
                           NUMBER OF
                           CONTRACTS       VALUE
- ----------------------------------------------------
<S>                        <C>          <C>
PUT OPTIONS
    30 Year Federal Home
      Loan Mortgage
      Corp., Strike Price
      99-14, Expires
      11/08/99+                  1      $       (920)
    30 Year Federal Home
      Loan Mortgage
      Corp., Strike Price
      99-19.75, Expires
      11/08/99+                  1            (2,220)
    30 Year U.S. Treasury
      Bond Futures,
      Strike Price 110,
      Expires 11/20/99          92            (5,750)
    Eurodollar Futures,
      Strike Price 93.5,
      Expires 12/18/00          83           (78,850)
    Eurodollar Futures,
      Strike Price 94,
      Expires 12/13/99          24            (6,300)
                                        ------------
                                             (94,040)
                                        ------------
TOTAL WRITTEN OPTIONS
  (Cost ($204,067))                         (101,094)
                                        ------------
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (11.8%)                (20,866,502)
                                        ------------
NET ASSETS -- 100.0%                    $176,099,488
                                        ============
</TABLE>

Foreign currency exchange contracts outstanding at October 31, 1999:

<TABLE>
<CAPTION>
SETTLEMENT                CONTRACTS TO   IN EXCHANGE   CONTRACTS     UNREALIZED
MONTH        TYPE           RECEIVE          FOR        AT VALUE    APPRECIATION
- --------------------------------------------------------------------------------
<S>          <C>    <C>   <C>            <C>           <C>          <C>
 11/99       Sell   GBP     3,060,000    $5,109,190    $5,030,661     $78,529
                                         ==========    ==========     =======
</TABLE>

- --------------------------------------------------------------------------------
#Securities with an aggregate market value of $611,149 have been segregated with
 the custodian to cover margin requirements for the following open futures
 contracts at October 31, 1999:

<TABLE>
<CAPTION>
                                            NOTIONAL     UNREALIZED
                          EXPIRATION         AMOUNT     APPRECIATION
DESCRIPTION                 MONTH            (000)     (DEPRECIATION)
- ---------------------------------------------------------------------
<S>                       <C>          <C>  <C>        <C>
U.S. Treasury 30 Year       12/99           $ 5,600       $ 33,640
 Bond
U.S. Treasury 5 Year        12/99               600         (2,375)
Bond
Euro Dollar                 12/99      EUR      750              1
Euro Dollar                 06/00      EUR   23,000        (12,400)
Euro Dollar                 12/00      EUR    8,750           (738)
                                                          --------
                                                          $ 18,128
                                                          ========
</TABLE>

++Credit default swap agreements outstanding at October 31, 1999.

<TABLE>
<CAPTION>
                                              NOTIONAL
                            EXPIRATION         AMOUNT     UNREALIZED
DESCRIPTION                   MONTH            (000)     DEPRECIATION
- ---------------------------------------------------------------------
<S>                         <C>          <C>  <C>        <C>
Credit default on Republic
 of Argentina Bonds
6.15%                         03/01           $   300      $ 7,746
5.70%                         03/01               200        3,777
                                                           -------
                                                           $11,523
                                                           =======
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
+ Illiquid security. At the end of the year these securities amounted to less
than 0.1% 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 14.4% of net assets.


<PAGE>

ASMT JPM
MONEY MARKET PORTFOLIO

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR)
                               (000           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 17.6%
    Federal Home Loan Bank
      5.34%, 10/04/00       $ 5,000    $  4,996,825
      5.39%, 02/02/00         4,500       4,437,341
                                       ------------
                                          9,434,166
                                       ------------
    Federal Mortgage Corp.
      5.20%, 11/01/99        24,156      24,156,000
                                       ------------
  (Cost $33,590,166)                     33,590,166
                                       ------------
CERTIFICATES OF DEPOSIT -- 17.3%
    Abbey National
      Treasury
      5.22%, 05/11/00         1,500       1,499,620
    Bank of Nova Scotia
      [FRN]
      5.15%, 01/20/00++       2,000       1,999,459
    Banque National de
      Paris
      5.39%, 12/02/99         4,000       4,000,000
    Bayerische Hypo
      Vereinsbank
      5.15%, 04/25/00         2,000       1,999,443
    Bayerische Landesbank
      NY
      5.11%, 03/21/00         2,500       2,498,615
      5.87%, 08/04/00         1,000         999,782
      6.11%, 10/02/00         3,000       2,995,174
    Canadian Imperial Bank
      5.01%, 02/07/00         1,500       1,499,883
    Comerica Bank Notes
      [FRN]
      4.90%, 11/24/99++       1,500       1,499,780
    Commerzbank NY
      4.99%, 01/25/00         1,500       1,499,916
    Deutsche Bank
      5.00%, 01/06/00         1,500       1,499,922
    Dresdner Bank
      4.95%, 11/09/99         1,500       1,499,987
    PNC Bank Corp. [FRN]
      5.20%, 11/12/99++       3,000       2,998,980
    Royal Bank of Canada
      5.15%, 11/17/99         1,500       1,497,069
    Westdeutsche
      Landesbank
      5.36%, 12/06/99         5,000       5,000,001
                                       ------------
  (Cost $32,987,631)                     32,987,631
                                       ------------
CORPORATE OBLIGATIONS -- 18.0%
  FINANCIAL -- BANK &
    TRUST -- 12.0%
    Cades
      4.90%, 11/23/99         2,000       1,994,011
    Diageo Capital [PLC]
      6.23%, 11/24/99         5,000       4,997,404
    First Union National
      Bank [FRN]
      5.18%, 12/16/99++       3,000       2,999,166
    Fleet Financial Group
      6.23%, 01/13/00         1,500       1,499,027
    Key Bank NA
      5.49%, 01/28/00         3,000       3,001,478
</TABLE>

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR
                              (000)           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
    NationsBank Corp. Cl-F
      [FRN]
      5.08%, 11/19/99++     $ 1,000    $  1,000,635
    NationsBank Texas
      Corp.
      6.75%, 08/15/00         1,000       1,005,558
    SouthTrust Bank NA
      [FRN]
      5.36%, 11/24/99++       5,000       4,994,775
    Wells Fargo & Co. Cl-J
      5.31%, 03/31/00         1,500       1,499,728
                                       ------------
                                         22,991,782
                                       ------------
  FINANCIAL SERVICES -- 4.7%
    American Express
      Centurion [FRN]
      5.20%, 01/26/00++       3,000       3,000,000
    CIT Group, Inc.
      5.25%, 11/03/99         3,500       3,497,325
    Citigroup, Inc. [VR]
      5.09%, 11/03/99         1,500       1,502,004
    Xerox Credit Corp.
      Cl-F
      5.32%, 03/31/00         1,000         999,822
                                       ------------
                                          8,999,151
                                       ------------
  TELECOMMUNICATIONS -- 1.3%
    AT&T Corp. [FRN]
      6.13%, 01/13/00++       2,500       2,499,303
                                       ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $34,490,236)                     34,490,236
                                       ------------
COMMERCIAL PAPER -- 48.4%
  CHEMICALS -- 2.3%
    DuPont, (E.I.) de
      Nemours & Co.
      5.26%, 11/29/99         4,500       4,481,590
                                       ------------
  CONSUMER PRODUCTS & SERVICES -- 4.2%
    Gillette Co.
      5.29%, 11/01/99         8,000       8,000,000
                                       ------------
  FINANCIAL -- BANK & TRUST --11.2%
    Bank of New York
      5.75%, 02/22/00         3,000       2,945,854
    BankAmerica Corp.
      5.77%, 01/26/00         1,500       1,479,324
    Caisse des Depots Et
      Cons
      5.32%, 11/01/99         5,000       5,000,000
    Dresdner Bank U.S.
      Finance, Inc.
      5.29%, 11/24/99         3,000       2,989,861
    Deutsche Bank
      Financial Corp.
      5.30%, 11/23/99         4,000       3,987,044
    SunTrust Bank
      5.26%, 11/29/99         5,000       4,979,544
                                       ------------
                                         21,381,627
                                       ------------
</TABLE>


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

<TABLE>
<CAPTION>
- ---------------------------------------------------
                                PAR)
                               (000           VALUE
- ---------------------------------------------------
<S>                         <C>        <C>
FINANCIAL SERVICES -- 20.8%
    Aegon Funding Corp.
      5.34%, 11/05/99       $ 2,000    $  1,998,813
      5.30%, 11/29/99         2,500       2,489,694
    Associates Corp.
      5.32%, 11/01/99         6,000       6,000,000
    BBI North America
      Funding Corp.
      5.35%, 12/07/99         6,000       5,967,900
    BellSouth Capital
      Funding Corp.
      5.68%, 02/10/00         3,500       3,444,226
    General Electric
      Capital Corp.
      5.92%, 01/25/00         3,000       2,958,067
      5.72%, 02/23/00         2,000       1,963,773
    General Motors
      Acceptance Corp.
      5.72%, 03/17/00         3,000       2,934,697
    UBS Finance, Inc.
      5.31%, 11/01/99         6,000       6,000,000
    Xerox Credit Corp.
      5.30%, 11/19/99         6,000       5,984,100
                                       ------------
                                         39,741,270
                                       ------------
  PHARMACEUTICALS -- 3.1%
    Pfizer, Inc.
      5.29%, 11/10/99         5,000       4,993,388
      5.27%, 12/01/99         1,000         995,608
                                       ------------
                                          5,988,996
                                       ------------
  RETAIL & MERCHANDISING -- 2.1%
    Wal-Mart Stores, Inc.
      5.30%, 12/13/99         4,000       3,975,267
                                       ------------
  TELECOMMUNICATIONS -- 2.6%
    British
      Telecommunications
      6.03%, 01/19/00         5,000       4,933,838
                                       ------------
  UTILITIES -- 2.1%
    The Southern Co.
      5.75%, 02/09/00         4,000       3,936,111
                                       ------------
TOTAL COMMERCIAL PAPER
  (Cost $92,438,699)                     92,438,699
                                       ------------
TOTAL INVESTMENTS -- 101.3%
  (Cost $193,506,732)                   193,506,732
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (1.3%)                       (2,422,942)
                                       ------------
NET ASSETS -- 100.0%                   $191,083,790
                                       ============
</TABLE>

- -------------------------------------------------------
Definitions of abbreviations are included following the Schedules of
Investments.
++ Maturity date reflects the next interest rate change date.

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
CVT   --   Convertible Security
FDR   --   Federal Depositary Receipt
FRB   --   Floating Rate Bond(1)
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:
AUD   --   Australia/Australian Dollar
EUR   --   Europe/Euro Currency
GBP   --   United Kingdom/British Pound
HKD   --   Hong Kong/Hong Kong Dollar
</TABLE>

(1) Rates shown for variable and floating
    rate securities are the coupon rates as of
    October 31, 1999.

(2) Rates shown are the effective yields
    at purchase date.

See Notes to Financial Statements.


<PAGE>

OCTOBER 31, 1999

AMERICAN SKANDIA MASTER TRUST
STATEMENTS OF ASSETS AND LIABILITIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                       ASMT
                                       ASMT             ASMT            ASMT          PIMCO           ASMT
                                   T. ROWE PRICE       JANUS          INVESCO         TOTAL           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)                           $34,319,231    $1,309,962,756   $212,346,279   $197,067,084   $193,506,732
  Collateral Received for
    Securities Lent                          --       416,270,127     13,867,866             --             --
  Cash                                1,638,767           622,418        482,936             30        145,535
  Foreign Currency (B)                  137,690                --             --             --             --
  Receivable For:
    Securities Sold                     212,014                --             --     11,346,152             --
    Dividends and Interest               83,325           113,748      1,301,758      2,506,931        773,560
    Contributions by Feeder Funds       406,142        16,974,898      1,261,423        964,573      3,451,352
    Futures Variation Margin                 --                --             --        122,805             --
  Unrealized Appreciation on
    Foreign Currency Exchange
    Contracts                               499                --             --         78,529             --
  Deferred Organization Costs            13,590            13,590         13,680         13,680         13,696
                                    -----------    --------------   ------------   ------------   ------------
       Total Assets                  36,811,258     1,743,957,537    229,273,942    212,099,784    197,890,875
                                    -----------    --------------   ------------   ------------   ------------
LIABILITIES:
  Written Options Outstanding, at
    Value                                    --                --             --        101,094             --
  Unrealized Depreciation on
    Foreign Currency Exchange
    Contracts                               527                --             --             --             --
  Unrealized Depreciation on Swap
    Agreements                               --                --             --         11,523             --
  Payable Upon Return of
    Securities Lent                          --       416,270,127     13,867,866             --             --
  Payable to Investment Manager          16,315         1,020,928        126,689         95,725         92,502
  Payable For:
    Securities Purchased                 86,540           677,197      2,860,285     34,983,435      4,979,544
    Withdrawals by Feeder Funds          69,487         1,586,530        309,614        774,416      1,707,236
    Accrued Expenses and Other
       Liabilities                       58,913           120,093         90,955         34,103         27,803
                                    -----------    --------------   ------------   ------------   ------------
       Total Liabilities                231,782       419,674,875     17,255,409     36,000,296      6,807,085
                                    -----------    --------------   ------------   ------------   ------------
NET ASSETS                          $36,579,476    $1,324,282,662   $212,018,533   $176,099,488   $191,083,790
                                    ===========    ==============   ============   ============   ============
(A) Investments at Cost             $30,115,237    $1,054,282,491   $198,820,585   $200,144,023   $193,506,732
                                    ===========    ==============   ============   ============   ============
(B) Foreign Currency at Cost        $   137,340    $           --   $         --   $         --   $         --
                                    ===========    ==============   ============   ============   ============
</TABLE>

See Notes to Financial Statements.


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

FOR THE YEAR ENDED OCTOBER 31, 1999

STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                              ASMT
                                                  ASMT            ASMT          ASMT          PIMCO         ASMT
                                              T. ROWE PRICE      JANUS         INVESCO        TOTAL         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                                       $   60,171     $  6,868,012   $ 2,442,083   $ 7,880,424   $5,021,465
    Dividends                                     416,000        1,403,604     1,605,578            --           --
    Foreign Taxes Withheld                        (64,691)         (42,666)      (74,758)       (4,609)         (62)
                                               ----------     ------------   -----------   -----------   ----------
      Total Investment Income                     411,480        8,228,950     3,972,903     7,875,815    5,021,403
                                               ----------     ------------   -----------   -----------   ----------
EXPENSES:
    Advisory Fees                                 232,476        6,824,885       990,476       762,481      495,965
    Shareholder Servicing Fees                      6,000            6,000         6,000         6,000        6,000
    Administration and Accounting Fees             37,501          357,931       132,215       117,980       78,842
    Custodian Fees                                 59,431           79,510        21,313        33,628       18,438
    Distribution Fees                               3,142           66,845        46,415            --           --
    Audit and Legal Fees                            1,704           50,104         9,765         8,519        7,328
    Organization Costs                              4,940            4,940         4,936         4,936        4,931
    Trustees' Fees                                  1,279           37,987         7,336         6,423        5,461
    Miscellaneous Expenses                         20,916           40,155        12,721        10,645        8,080
                                               ----------     ------------   -----------   -----------   ----------
      Total Expenses                              367,389        7,468,357     1,231,177       950,612      625,045
      Less: Fees Paid Indirectly                   (3,142)         (66,845)      (46,415)           --           --
                                               ----------     ------------   -----------   -----------   ----------
      Net Expenses                                364,247        7,401,512     1,184,762       950,612      625,045
                                               ----------     ------------   -----------   -----------   ----------
Net Investment Income (Loss)                       47,233          827,438     2,788,141     6,925,203    4,396,358
                                               ----------     ------------   -----------   -----------   ----------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
    Net Realized Gain (Loss) on:
      Securities                                 (400,387)     (53,578,848)    3,669,326    (1,981,358)       2,986
      Futures Contracts                                --               --            --    (1,282,084)          --
      Written Options Contracts                        --               --            --       113,032           --
      Swap Agreements                                  --               --            --       (36,085)          --
      Foreign Currency Transactions               (26,232)         (16,491)           --      (220,622)          --
                                               ----------     ------------   -----------   -----------   ----------
    Net Realized Gain (Loss)                     (426,619)     (53,595,339)    3,669,326    (3,407,117)       2,986
                                               ----------     ------------   -----------   -----------   ----------
    Net Change in Unrealized Appreciation
      (Depreciation) on:
      Securities                                4,329,808      239,637,098    11,102,698    (3,448,432)          --
      Futures Contracts                                --               --            --        18,128           --
      Written Options Contracts                        --               --            --       102,972           --
      Swap Agreements                                  --               --            --       (11,523)          --
      Translation of Assets and Liabilities
         Denominated in Foreign Currencies         (8,271)              28            --       103,619           --
                                               ----------     ------------   -----------   -----------   ----------
    Net Change in Unrealized Appreciation
      (Depreciation)                            4,321,537      239,637,126    11,102,698    (3,235,236)          --
                                               ----------     ------------   -----------   -----------   ----------
    Net Gain (Loss) on Investments              3,894,918      186,041,787    14,772,024    (6,642,353)       2,986
                                               ----------     ------------   -----------   -----------   ----------
    Net Increase in Net Assets Resulting
      from Operations                          $3,942,151     $186,869,225   $17,560,165   $   282,850   $4,399,344
                                               ==========     ============   ===========   ===========   ==========
</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
                                                  -----------------------------------   -----------------------------------
                                                     YEAR ENDED         YEAR ENDED         YEAR ENDED         YEAR ENDED
                                                    OCTOBER 31,        OCTOBER 31,        OCTOBER 31,        OCTOBER 31,
                                                        1999               1998               1999               1998
                                                  ----------------   ----------------   ----------------   ----------------
<S>                                               <C>                <C>                <C>                <C>
FROM OPERATIONS:
  Net Investment Income (Loss)                      $    47,233        $   (62,984)      $      827,438      $    100,273
  Net Realized Gain (Loss) on Investments              (426,619)          (150,133)         (53,595,339)       (5,429,678)
  Net Change in Unrealized Appreciation
    (Depreciation) on Investments                     4,321,537             76,751          239,637,126        16,036,210
                                                    -----------        -----------       --------------      ------------
  Net Increase (Decrease) in Net Assets
    Resulting from Operations                         3,942,151           (136,366)         186,869,225        10,706,805
                                                    -----------        -----------       --------------      ------------
CAPITAL TRANSACTIONS:
  Contributions by Feeder Funds                      31,129,167         17,837,166        1,150,697,636       159,785,442
  Withdrawals by Feeder Funds                       (13,512,625)        (6,177,388)        (167,522,691)      (24,236,532)
                                                    -----------        -----------       --------------      ------------
Net Increase in Net Assets from Capital
  Transactions                                       17,616,542         11,659,778          983,174,945       135,548,910
                                                    -----------        -----------       --------------      ------------
       Total Increase in Net Assets                  21,558,693         11,523,412        1,170,044,170       146,255,715
NET ASSETS:
  Beginning of Period                                15,020,783          3,497,371          154,238,492         7,982,777
                                                    -----------        -----------       --------------      ------------
  End of Period                                     $36,579,476        $15,020,783       $1,324,282,662      $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
                           -----------------------------------   -----------------------------------   ----------------
                              YEAR ENDED         YEAR ENDED         YEAR ENDED         YEAR ENDED         YEAR ENDED
                             OCTOBER 31,        OCTOBER 31,        OCTOBER 31,        OCTOBER 31,        OCTOBER 31,
                                 1999               1998               1999               1998               1999
                           ----------------   ----------------   ----------------   ----------------   ----------------
<S>                        <C>                <C>                <C>                <C>                <C>
FROM OPERATIONS:
Net Investment Income
(Loss)                       $  2,788,141      $    686,732       $  6,925,203       $  1,179,198      $   4,396,358
  Net Realized Gain
    (Loss) on Investments       3,669,326          (510,100)        (3,407,117)           668,243              2,986
  Net Change in
    Unrealized
    Appreciation
    (Depreciation) on
    Investments                11,102,698         2,366,592         (3,235,236)           311,039                 --
                             ------------       ------------       ------------       ------------      -------------
Net Increase (Decrease)
  in Net Assets Resulting
  from Operations              17,560,165         2,543,224            282,850          2,158,480          4,399,344
                             ------------       ------------       ------------       ------------      -------------
CAPITAL TRANSACTIONS:
  Contributions by Feeder
    Funds                     169,163,603        69,154,397        163,559,170         67,718,213        398,826,561
  Withdrawals by Feeder
    Funds                     (38,155,462)      (14,750,075)       (47,117,698)       (15,526,070)      (261,147,912)
                             ------------       ------------       ------------       ------------      -------------
Net Increase in Net
  Assets from Capital
  Transactions                131,008,141        54,404,322        116,441,472         52,192,143        137,678,649
                             ------------       ------------       ------------       ------------      -------------
      Total Increase in
         Net Assets           148,568,306        56,947,546        116,724,322         54,350,623        142,077,993
NET ASSETS:
  Beginning of Period          63,450,227         6,502,681         59,375,166          5,024,543         49,005,797
                             ------------       ------------       ------------       ------------      -------------
  End of Period              $212,018,533      $ 63,450,227       $176,099,488       $ 59,375,166      $ 191,083,790
                             ============       ============       ============       ============      =============

<CAPTION>
                                 ASMT
                                 JPM
                             MONEY MARKET
                              PORTFOLIO
                           ----------------
                              YEAR ENDED
                             OCTOBER 31,
                                 1998
                           ----------------
<S>                        <C>
FROM OPERATIONS:
Net Investment Income
(Loss)                       $    785,810
  Net Realized Gain
    (Loss) on Investments            (733)
  Net Change in
    Unrealized
    Appreciation
    (Depreciation) on
    Investments                        --
                             ------------
Net Increase (Decrease)
  in Net Assets Resulting
  from Operations                 785,077
                             ------------
CAPITAL TRANSACTIONS:
  Contributions by Feeder
    Funds                     103,736,368
  Withdrawals by Feeder
    Funds                     (57,510,543)
                             ------------
Net Increase in Net
  Assets from Capital
  Transactions                 46,225,825
                             ------------
      Total Increase in
         Net Assets            47,010,902
NET ASSETS:
  Beginning of Period           1,994,895
                             ------------
  End of Period              $ 49,005,797
                             ============
</TABLE>

See Notes to Financial Statements.


<PAGE>

AMERICAN SKANDIA MASTER TRUST
SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               Ratio of Expenses to
                                                                               Average Net Assets(4)
                                                                            ---------------------------
                                     Year       Net Assets at   Portfolio      Net      Expenses Before   Ratio of Net Investment
                                     Ended      End of Period   Turnover    Operating      Fees Paid         Income (Loss) to
                                  October 31,     (in 000s)       Rate      Expenses      Indirectly*      Average Net Assets(4)
                                  -----------   -------------   ---------   ---------   ---------------   -----------------------
<S>                               <C>           <C>             <C>         <C>         <C>               <C>
ASMT T. ROWE PRICE
INTERNATIONAL EQUITY PORTFOLIO:      1999        $   36,579         31%       1.57%          1.58%                  0.20%
- --------------------------------
- --------------------------------
                                     1998            15,021         20%       2.60%          2.60%                 (0.67%)
                                     1997(1)          3,497          1%       6.26%          6.26%                 (3.78%)
ASMT JANUS
CAPITAL GROWTH PORTFOLIO:            1999        $1,324,283         47%       1.08%          1.09%                  0.12%
- --------------------------------
- --------------------------------
                                     1998           154,238         77%       1.27%          1.27%                  0.17%
                                     1997(1)          7,983         83%       2.79%          2.79%                  0.69%
ASMT INVESCO
EQUITY INCOME PORTFOLIO:             1999        $  212,019         66%       0.90%          0.93%                  2.11%
- --------------------------------
- --------------------------------
                                     1998            63,450         70%       1.13%          1.13%                  2.11%
                                     1997(2)          6,503         46%       2.66%          2.66%                  2.39%
ASMT PIMCO
TOTAL RETURN BOND PORTFOLIO:         1999        $  176,099        145%       0.81%          0.81%                  5.90%
- --------------------------------
- --------------------------------
                                     1998            59,375        418%       1.07%          1.07%                  5.05%
                                     1997(2)          5,025         93%       2.22%          2.22%                  3.51%
ASMT JPM
MONEY MARKET PORTFOLIO:              1999        $  191,084        N/A        0.63%          0.63%                  4.43%
- --------------------------------
- --------------------------------
                                     1998            49,006        N/A        0.72%          0.72%                  4.69%
                                     1997(3)          1,995        N/A        3.91%          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.
 * Includes commissions received by American Skandia Marketing, Incorporated
   under the Trust's Distribution Plan as described in Note 3 to the Financial
   Statements.

See Notes to Financial Statements.


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

OCTOBER 31, 1999

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, 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 October 31, 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.

SWAP AGREEMENTS -- A swap agreement is a two-party contract under which an
agreement is made to exchange returns from predetermined investments or
instruments, including a particular interest rate,


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

foreign currency, or "basket" of securities representing a particular index. The
gross returns to be exchanged or "swapped" between the parties are calculated
based on a "notional amount", which, each business day, is valued to determine
each party's obligation under the contract. Fluctuations in value are recorded
as unrealized gains and losses during the term of the contract.

     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 rate
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.

     Risks could arise from entering into swap agreements from the potential
inability of counterparties to meet the terms of their contracts, and from the
potential inability to enter into a closing transaction. It is possible that
developments in the swaps market, including potential governmental regulation,
could affect the Portfolio's ability to terminate existing swap agreements or to
realize amounts to be received under such agreements.

SECURITIES LOANS -- Each Portfolio may lend securities for the purpose of
realizing additional income. All securities loans are collateralized by cash or
securities issued or guaranteed by the U.S. Government or its agencies. The
value of the collateral is at least equal to the market value of the securities
lent. However, due to market fluctuations, the value of the securities lent may
exceed the value of the collateral. On the next business day, the collateral is
adjusted based on the prior day's market fluctuations and the current day's
lending activity.

     Interest income from lending activity is determined by the amount of
interest earned on collateral, less any amounts payable to the borrowers of the
securities and the lending agent.

     Lending securities involves certain risks, including the risk that the
Portfolio may be delayed or prevented from recovering the collateral if the
borrower fails to return the securities.

     At October 31, 1999, securities lending activities are summarized as
follows:

<TABLE>
<CAPTION>
                                       MARKET VALUE
                                       OF SECURITIES    MARKET VALUE     INCOME FROM
PORTFOLIO                                 ON LOAN       OF COLLATERAL     LENDING*
- -------------------------------------  -------------    -------------    -----------
<S>                                    <C>              <C>              <C>
Janus Capital Growth                   $431,307,303     $416,270,127       $18,935
Equity Income                            13,673,728       13,867,866           489
</TABLE>

* Income earned, for the period, is included in interest income on the Statement
  of Operations.

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


<PAGE>

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

ADVISORY FEES -- 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.

SUB-ADVISORY FEES -- 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.

MANAGEMENT OF THE TRUST -- 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.

DISTRIBUTOR -- The Trust has adopted a Distribution Plan (the "Plan") under Rule
12b-1 of the Investment Company Act of 1940. The Plan permits American Skandia
Marketing, Incorporated ("ASMI") to receive brokerage commissions in connection
with purchases and sales of securities by the Portfolios, and to use these
commissions to promote the sale of shares of the American Skandia Advisor Funds,
Inc. Under the Plan, securities transactions for a 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 ASMI for
"introducing" transactions to the clearing broker. In turn, ASMI uses 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.

     Commissions received by ASMI under the Plan are reflected in the cost of
securities purchased and the proceeds from the sale of securities. These
commissions are shown in the Statements of Operations as "Distribution Fees" and
a corresponding reduction "Fees Paid Indirectly". Net expenses of the Portfolios
are unaffected by these commissions. From July 27, 1999 to October 31, 1999,
commissions received by ASMI totaled $116,402.

4. TAX MATTERS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     The Portfolios are 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


<PAGE>

                                                   AMERICAN SKANDIA MASTER TRUST

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.

5. PORTFOLIO SECURITIES
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     Purchases and sales of securities, other than U.S. government securities
and short-term obligations, during the year ended October 31, 1999, were as
follows:

<TABLE>
<CAPTION>
                                             PURCHASES          SALES
                                           --------------    ------------
<S>                                        <C>               <C>
International Equity                       $   23,830,177    $  6,815,350
Equity Income                                 200,599,118      78,880,492
Capital Growth                              1,020,183,736     263,359,740
Total Return Bond                             216,015,652      97,378,650
</TABLE>

     Purchases and sales of U.S. government securities, during the year ended
October 31, 1999, were as follows:

<TABLE>
<CAPTION>
                                             PURCHASES          SALES
                                           --------------    ------------
<S>                                        <C>               <C>
Equity Income                              $    7,565,293    $  2,365,275
Total Return Bond                             105,075,970      83,659,919
</TABLE>

     At October 31, 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          $   30,372,088    $ 4,979,038      $1,031,895      $  3,947,143
Capital Growth                 1,054,282,491    263,628,593       7,948,328       255,680,265
Equity Income                    198,824,289     20,700,727       7,178,737        13,521,990
Total Return Bond                201,316,014        781,048       5,131,072        (4,350,024)
Money Market                     193,506,732             --              --                --
</TABLE>


<PAGE>

6. WRITTEN OPTIONS TRANSACTIONS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

     Written options transactions, during the year ended October 31, 1999, were
as follows:

<TABLE>
<CAPTION>
                                             TOTAL RETURN BOND
                                       ------------------------------
                                           NUMBER OF
                                           CONTRACTS         PREMIUM
                                       -----------------    ---------
<S>                                    <C>                  <C>
Balance at beginning of period                 --           $      --
Written                                       820             359,073
Expired                                      (436)           (113,032)
Exercised                                     (70)            (41,974)
Closed                                         --                  --
                                             ----           ---------
Balance at end of period                      314           $ 204,067
                                             ====           =========
</TABLE>

     At October 31, 1999, Total Return Bond had sufficient cash and/or
securities at least equal to the value of written options.


<PAGE>

                                                   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 the 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, 1999,
the results of each of their operations for the year then ended, the changes in
their net assets for each of the two years in the period then ended and the
supplemental data for each of the periods presented, in conformity with
accounting principles generally accepted in the United States. 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, 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, 1999 by correspondence with the custodians
and brokers, provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
December 15, 1999


<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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