Registration No. 811-8087
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 1
(Check appropriate box or boxes)
----------------------------
AMERICAN SKANDIA MASTER TRUST
(Exact Name of Registrant as Specified in Charter)
Ugland House
P.O. Box 309
South Church Street
George Town, Grand Cayman
Cayman Islands, BWI
(Address of Offshore Administrator)
Telephone Number of Offshore Administrator, including Area Code: (345) 949-6415
Eric C. Freed
1 Corporate Drive
Shelton, Connecticut 06484-0883
(Name and Address of Agent for Service)
----------------------------
With copy to:
Leonard B. Mackey, Jr., Esq. Robert K. Fulton, Esq.
Rogers & Wells Werner & Kennedy
200 Park Avenue 1633 Broadway
New York, New York 10166 New York, New York 10019
(212) 878-8000 (212) 408-6900
EXPLANATORY NOTE
This Registration Statement has been filed by the Registrant
pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the
"1940 Act"). However, beneficial interests in the Registrant are not being
registered under the Securities Act of 1933, as amended (the "1933 Act"), since
such interests will be issued solely in private placement transactions which do
not involve any "public offering" within the meaning of Section 4(2) of the 1933
Act. Investments in the Registrant may only be made by investment companies or
certain other entities which are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This Registration Statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any beneficial
interests in the Registrant.
<PAGE>
AMERICAN SKANDIA MASTER TRUST
PART A
March 1, 1998
RESPONSES TO ITEMS 1 THROUGH 3 HAVE BEEN OMITTED PURSUANT TO PARAGRAPH 4 OF
INSTRUCTION F OF THE GENERAL INSTRUCTIONS TO FORM N-1A.
Responses to certain Items required to be included in Part A of this
Registration Statement are incorporated by reference from Post-Effective
Amendment No. 2 of the Registration Statement of American Skandia Advisor Funds,
Inc. (the "Feeder") (1940 Act file No. 811-8085), as filed with the Securities
and Exchange Commission (the "Commission") on December 31, 1997, and as amended
from time to time, (the "Feeder's Registration Statement"). Part A of the
Feeder's Registration Statement (the "Feeder's Part A") includes the joint
prospectus of the series of the Feeder which invest in the Portfolios (as
defined below) and those series of the Feeder which do not.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
GENERAL
AMERICAN SKANDIA MASTER TRUST (the "Master Trust") is an open-end,
management investment company, organized on March 6, 1997 as a business trust
under the laws of the State of Delaware. The Master Trust is a "series fund,"
which is a mutual fund divided into separate portfolios. By this offering
document, the Master Trust is offering five diversified portfolios (each a
"Portfolio," and together the "Portfolios"). As described below, for certain
matters the Master Trust interestholders vote together as a group; as to others
they vote separately by series. From time to time, other series may be
established and sold pursuant to other offering documents.
American Skandia Investment Services, Incorporated ("ASISI") serves as
the Master Trust's investment adviser. Currently, ASISI engages a sub-advisor
("Sub-Advisor") for the investment management of each Portfolio. The following
table highlights certain features of each Portfolio:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Portfolio: Sub-Advisor: Investment Goal: Investment Style:
- - --------- ----------- --------------- ----------------
ASMT T. Rowe Price International Equity Rowe Price-Fleming Total return on Invests primarily in
Portfolio International, Inc. assets from long-term common stocks of
growth of capital and established foreign
income companies which have
the potential for
growth of capital or
income or both
ASMT Janus Capital Growth Portfolio Janus Capital Capital growth Invests primarily in
Corporation common stocks
ASMT INVESCO Equity Income Portfolio INVESCO Trust Company High current income Invests in securities
(after May 1, 1998, and, secondarily, which will provide a
INVESCO Funds Group, capital growth relatively high yield
Inc.) and stable return and
which, over a period
of years, may also
provide capital
appreciation
<PAGE>
Portfolio: Sub-Advisor: Investment Goal: Investment Style:
ASMT PIMCO Total Return Bond Portfolio Pacific Investment Maximize total Invests in
Management Company return, consistent fixed-income
with preservation of securities of varying
capital maturities with an
expected average
portfolio duration
from three to six years
ASMT JPM Money Market Portfolio J.P. Morgan Maximize current Maintains a
Investment income and maintain dollar-weighted
Management, Inc. high levels of average portfolio
liquidity maturity of not more
than 90 days and
invest in high quality
U.S.
dollar-denominated
money market
instruments
</TABLE>
Beneficial interests in the Master Trust are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Regulation D under the Securities Act of 1933, as amended (the "1933
Act"). Investments in the Master Trust may be made only by investment companies
or certain other entities which are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This registration statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
Information on the Portfolios' investment objectives, the kinds of
securities in which the Portfolios' principally invest, other investment
practices of the Portfolios and risk factors associated with investments in the
Portfolios is incorporated herein by reference from the section entitled
"Investment Programs of the Funds" in the Feeder's Part A. A description of
certain securities and investment methods that the Portfolios may invest in or
use, and certain of the risks associated with such securities and investment
methods, is incorporated herein by reference from the sections entitled "Certain
Risk Factors and Investment Methods" and "Portfolio Turnover" in the Feeder's
Part A. Additional investment techniques, features and limitations concerning
the Portfolios' investment programs are described in Part B of this Registration
Statement.
ITEM 5. MANAGEMENT OF THE MASTER TRUST.
A description of how the business of the Master Trust is managed is
incorporated by reference from the sections entitled "Management of the Funds,"
"Other Information" and "Portfolio Transactions" in the Feeder's Part A. The
following list identifies the specific sections and subsections of the Feeder's
Part A under which the information required by Item 5 of Form N-1A may be found.
Each listed section is incorporated herein by reference.
<TABLE>
<CAPTION>
Incorporated by Reference from the
Form N-1A Item No. following Section of Feeder's Part A
<S> <C>
Item 5(a) MANAGEMENT OF THE FUNDS - THE DIRECTORS, TRUSTEES AND
OFFICERS
Item 5(b) MANAGEMENT OF THE FUNDS - THE INVESTMENT MANAGER; FEES AND
EXPENSES
Item 5(c) MANAGEMENT OF THE FUNDS - THE SUB-ADVISORS
Item 5(d) MANAGEMENT OF THE FUNDS - THE ADMINISTRATOR
Item 5(f) MANAGEMENT OF THE FUNDS - FEES AND EXPENSES
Item 5(g) PORTFOLIO TRANSACTIONS - BROKERAGE ALLOCATION
</TABLE>
PFPC International (Cayman) Ltd., located at Ugland House, P.O.
Box 309, South Church Street, George Town, Grand Cayman, Cayman Islands, BWI,
serves as the transfer agent for the Master Trust.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
The Master Trust is organized as a trust under the laws of the
State of Delaware. Investors in a series of the Master Trust will each be liable
for all obligations of such series. However, the risk of an investor incurring
financial loss on account of such liability is limited to circumstances in which
both inadequate insurance existed and the Master Trust itself was unable to meet
its obligations.
All consideration received by the Master Trust for interests of
one of the series and all assets in which such consideration is invested will
belong to that series (subject only to the rights of creditors of the Master
Trust) and will be subject to the liabilities related thereto. The income
attributable to, and the expenses of, one series are treated separately from
those of any other series. The Master Trust has the ability to create, from time
to time, new series without interestholder approval.
Mutual fund shares are not deposits or obligations of, or
guaranteed or endorsed by, any bank, and are not federally insured by the
Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other
agency.
The net asset value of funds of this type will fluctuate.
Unless otherwise required by the 1940 Act, ordinarily it will not
be necessary for the Master Trust to hold annual meetings of interestholders. As
a result, interestholders may not consider each year the election of Trustees or
the appointment of auditors. However, the holders of at least 10% of the
interests outstanding and entitled to vote may require the Master Trust to hold
a special meeting of interestholders for purposes of removing a Trustee from
office. Master Trust interestholders may remove a Trustee by the affirmative
vote of a majority of the Master Trust's outstanding voting interests. In
addition, the Board of Trustees will call a meeting of interestholders for the
purpose of electing Trustees if, at any time, less than a majority of the
Trustees then holding office have been elected by interestholders. Investments
in the Master Trust may not be transferred, but an investor may withdraw all or
any portion of its investment at any time at net asset value.
Under the Master Trust's anticipated method of operation as a
partnership for federal income tax purposes, the Master Trust will not be
subject to any income tax. However, each investor in the Master Trust will be
taxable on its share (as determined in accordance with the governing instruments
of the Master Trust) of the Master Trust's ordinary income and capital gain in
determining its income tax liability. The determination of such share will be
made in accordance with the Code and regulations promulgated thereunder.
Interestholder inquiries may be made by writing to the Master
Trust at Ugland House, P.O. Box 309, South Church Street, George Town, Grand
Cayman, Cayman Islands, BWI, or by calling (345) 949-6415.
ITEM 7. PURCHASE OF SECURITIES.
Beneficial interests in the Master Trust are issued solely in
private placement transactions which do not involve any "public offering" within
the meaning of Section 4(2) of the 1933 Act. Investments in the Master Trust may
be made only by investment companies or certain other entities which are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This registration statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the meaning of the 1933
Act.
Interests in each Portfolio of the Master Trust are sold on a
continuous basis at the net asset value per interest of that Portfolio next
determined after an order in proper form is received by the PFPC International
(Cayman) Ltd. Net asset value per interest is determined as of the close of
trading on the floor of the New York Stock Exchange (currently 4:00 p.m., New
York time), on each business day. Net asset value per interest of a Portfolio is
computed by dividing the value of the Portfolio's net assets (i.e., the value of
its assets less liabilities) by the total number of its interests outstanding.
The investments of a Portfolio are valued based on market value or, where market
quotations are not readily available, based on fair value as determined in good
faith by, or in accordance with procedures established by, the Board of
Trustees. For further information regarding the methods employed in valuing the
investments of each Portfolio, see Item 19, "Purchase, Redemption and Pricing of
Securities," in Part B.
ITEM 8. REDEMPTION OR REPURCHASE.
An investor in the Master Trust may withdraw all or any portion
of its investment on any business day at the net asset value next determined
after a withdrawal request in proper form is furnished by the investor to the
Transfer Agent. When a request is received in proper form, the Master Trust will
redeem the interests at the next determined net asset value.
The Master Trust will make payment for all interests redeemed within five
days after receipt by the Transfer Agent of a redemption request in proper form,
except as provided by the rules of the Commission. Investments in the Master
Trust may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds postponed
during any period in which the New York Stock Exchange is closed (other than
weekends or holidays) or trading on such Exchange is restricted, or, to the
extent otherwise permitted by the 1940 Act, if an emergency exists.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
<PAGE>
AMERICAN SKANDIA MASTER TRUST
PART B
March 1, 1998
ITEM 10. COVER PAGE.
This Part B, which is not a prospectus, supplements and should be
read in conjunction with the current Part A of American Skandia Master Trust
(the "Master Trust"), dated March 1, 1998, as it may be revised from time to
time. To obtain a copy of Part A of the Master Trust, please write to the Master
Trust at Ugland House, P.O. Box 309, South Church Street, George Town, Grand
Cayman, Cayman Islands, BWI, or call (345) 949-6415.
Responses to certain Items required to be included in Part B of
this Registration Statement are incorporated herein by reference from the
Feeder's Registration Statement. Part B of the Feeder's Registration Statement
(the "Feeder's Part B") includes the joint statement of additional information
of those series of the Feeder which invest in the Portfolios and those series of
the Feeder which do not.
<TABLE>
<CAPTION>
ITEM 11. TABLE OF CONTENTS.
Page
<S> <C>
General Information and History.......................................................................................B-1
Investment Objective and Policies.....................................................................................B-1
Management of the Master Trust........................................................................................B-2
Control Persons and Principal Holders of Securities...................................................................B-5
Investment Advisory and Other Services................................................................................B-5
Brokerage Allocation and Other Practices..............................................................................B-6
Capital Stock and Other Securities....................................................................................B-6
Purchase, Redemption and Pricing of Securities........................................................................B-7
Tax Status............................................................................................................B-8
Underwriters..........................................................................................................B-8
Calculations of Performance Data......................................................................................B-8
Financial Statement...................................................................................................B-8
</TABLE>
ITEM 12. GENERAL INFORMATION AND HISTORY.
Not applicable.
ITEM 13. INVESTMENT OBJECTIVE AND POLICIES.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH ITEM 4 IN PART A.
Information on the fundamental investment limitations and the
non-fundamental investment policies and limitations of the Portfolios, the types
of securities bought and investment techniques used by the Portfolios, and
certain risks attendant thereto, as well as other information on the Portfolios'
investment programs, is incorporated herein by reference from the sections
entitled "Investment Programs of the Funds," "Fundamental Investment
Restrictions," "Certain Risk Factors and Investment Methods" and "Portfolio
Turnover" in the Feeder's Part B.
ITEM 14. MANAGEMENT OF THE MASTER TRUST.
Trustees and officers of the Master Trust, together with
information as to their principal business occupations during at least the last
five years, are shown below. Each Trustee who is an "interested person" of the
Master Trust, as defined in the 1940 Act, is indicated by an asterisk.
<TABLE>
<CAPTION>
Name, Age and Address (1) Position Held with the Master Trust (2) Principal Occupation (3)
- - --------------------- ----------------------------------- --------------------
<S> <C> <C>
Jan R. Carendi (52)* Trustee Senior Executive Vice President & Member of
Corporate Management Group: Skandia
Insurance Company Ltd.
Gordon C. Boronow (44)* Vice President & Trustee President & Chief Operating Officer:
American Skandia Life Assurance Corporation
Thomas M. Mazzaferro (44)* President, Principal Executive Officer & Executive Vice President & Chief Financial
Trustee Officer: American Skandia Life Assurance
Corporation
Julian A. Lerner (73) Trustee Semi-retired since 1995; Senior Vice
12850 Spurling Road President & Portfolio Manager of AIM
Suite 308 Charter Fund and AIM Summit Fund from 1986
Dallas, TX 75230 to 1995
F. Don Schwartz (62) Trustee Management Consultant since 1985
1101 Penn Grant Road
Lancaster, PA 17602
David E.A. Carson (63) Trustee Chairman & Chief Executive Officer:
People's Bank People's Bank since January 1998
850 Main Street President, Chairman & Chief Executive
Bridgeport, CT 06604 Officer: People's Bank from 1983 to 1997
Thomas M. O'Brien (47) Trustee Vice Chairman: North Fork Bank since
North Fork Bank January 1997
275 Broad Hollow Road
Melville, N.Y. 11747 President & Chief Executive Officer:
North Side Savings Bank from December 1984
to December 1996
<PAGE>
F. Don Schwartz (62) Trustee Management Consultant since April 1985
1101 Penn Grant Road
Lancaster, PA 17602
Richard G. Davy, Jr. (49) Controller Vice President, Operations: American
Skandia Investment Services, Incorporated
since January 1997
Controller: American Skandia Investment
Services, Incorporated from September 1994
to January 1997
Self-employed Consultant from December 1991
to September 1994
Gunnar Moberg (43) Vice President Director of Marketing: Skandia Assurance
and Financial Services
Jaime Francisco Paredes (43) Vice President President: Skandia Holding de Colombia S.A.
C. Ake Svensson (46) Treasurer Treasurer: American Skandia Investment
Holding Corporation
Eric C. Freed (34) Secretary Senior Counsel, Securities: American
Skandia Investment Holding Corporation,
since January 1998
Securities Counsel: American Skandia
Investment Holding Corporation, December
1996 to December 1997
Attorney, Senior Attorney and Special
Counsel: U.S. Securities and Exchange
Commission from March 1991 to November 1996
J. Fergus McKeon (37) Assistant Corporate Secretary General Manager: PFPC International
PFPC International (Dublin) Ltd. (Dublin) Ltd. since August 1993
80 Harcourt Street
Dublin 2, Ireland Financial Consultant from 1992 to 1993
</TABLE>
* Indicates a Trustee who is an "interested person" within the meaning set forth
in the 1940 Act.
(1) Unless otherwise indicated, the address of each officer and Trustee listed
above is One Corporate Drive, Shelton, Connecticut 06484.
(2) All of the officers and Trustees of the Master Trust listed above serve in
similar capacities for the American Skandia Advisor Funds, Inc. and/or American
Skandia Trust, both of which are other investment companies managed by the
Investment Manager.
(3) Unless otherwise indicated, each officer and Trustee listed above has held
his/her principal occupation for at least the last five years. In addition to
the principal occupations noted above, the following officers and Trustees of
the Master Trust hold various positions with American Skandia Investment
Services, Incorporated ("ASISI"), the Master Trust's Investment Manager, and its
affiliates, including American Skandia Life Assurance Corporation ("ASLAC"),
American Skandia Marketing, Incorporated ("ASM"), American Skandia Information
Services and Technology Corporation ("ASIST") or American Skandia Investment
Holding Corporation ("ASIHC"): Mr. Boronow also serves as Executive Vice
President, Chief Operating Officer and a Director of ASIHC, and a Director of
ASLAC, ASISI, ASM and ASIST; Mr. Carendi also serves as Chairman, President,
Chief Executive Officer and a Director of ASIHC, and Chief Executive Officer and
a Director of ASLAC, ASISI, ASM and ASIST; Mr. Davy also serves as a Director of
ASISI; Mr. Mazzaferro also serves as Executive Vice President, Chief Financial
Officer and a Director of ASIHC, a Director of ASLAC, President, Chief Financial
Officer and a Director of ASISI, and Executive Vice President and Chief
Financial Officer of ASM and ASIST; Mr. Svensson also serves as Treasurer of
ASLAC, ASISI, ASM and ASIST and Director of ASLAC and ASISI; Mr. Moberg also
serves as Vice President of Skandia Insurance Company Ltd., Director of ASLAC,
Skandia Life Assurance Company Ltd., Royal Skandia Life Assurance Limited,
International Skandia SICAV, Skandia Leben AG, Skandia Lebensversicherung,
Intercaser S.A. de Seguros, Skandia Vita SpA, Skandia Leben Holding, Skandia AFS
Bahamas Ltd and Skandia AFS South East Asia (L) Ltd., and a Deputy member of the
following Boards: Skandia Holding de Colombia, Skandia Seguros Generales S.A.,
Skandia Seguros de Vida S.A. and Fiduciara Skandia S.A.
The Declaration of Trust provides that the Trustees, officers and
employees of the Master Trust may be indemnified by the Master Trust to the
fullest extent permitted by Delaware law and the federal securities laws. The
Master Trust's By-laws provide that the Master Trust shall indemnify each of its
Trustees, officers and employees against liabilities and expenses reasonably
incurred by them, in connection with, or resulting from, any claim, action, suit
or proceeding, threatened against or otherwise involving such Trustee, officer
or employee, directly or indirectly, by reason of being or having been a
Trustee, officer or employee of the Master Trust. Neither the Declaration of
Trust nor the By-laws of the Master Trust authorize the Master Trust to
indemnify any Trustee 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.
The officers and Trustees of the Master Trust who are "interested
persons" within the meaning of the 1940 Act do not receive compensation directly
from the Master Trust for serving in the capacities described above. Those
officers and Trustees of the Master Trust, however, who are affiliated with the
Investment Manager may receive remuneration indirectly from the Master Trust for
services provided in their respective capacities with the Investment Manager.
Each of the non-interested Trustees is expected to receive for
his service on the Board of Trustees 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 anticipated to be paid by the Master Trust to the
Trustees in the current fiscal year. Neither the Master Trust nor any investment
company in Fund Complex offers any pension or retirement benefits to its
trustees.
<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation from the
Name of Trustee: from the Master Trust: (1) Master Trust and Fund Complex: (2)
---------------- -------------------------- -----------------------------
<S> <C> <C>
Gordon C. Boronow $0 $0
Jan R. Carendi $0 $0
David E.A. Carson $5,000 $72,000
Julian A. Lerner $5,000 $72,000
Thomas M. Mazzaferro $0 $0
Thomas M. O'Brien $5,000 $72,000
F. Don Schwartz $5,000 $72,000
</TABLE>
(1) The amount indicated estimates the compensation anticipated to be paid to
the Trustees of the Master Trust for the Master Trust's fiscal year ending
October 31, 1998.
(2) As of the date of this SAI, the "Fund Complex" consisted of the Master
Trust, the Feeder and American Skandia Trust. The amount indicated estimates the
compensation anticipated to be paid to the Trustees by the Fund Complex for the
twelve month period ending October 31, 1998.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
No Trustee or officer of the Master Trust owned any of the Master
Trust's interests outstanding on February 17, 1998.
As of February 17, 1998, the following interestholders
beneficially owned, directly or indirectly, 5% or more of the Master Trust's
outstanding interests:
<TABLE>
<CAPTION>
Name and Address Percent of Master Trust Interests Outstanding
<S> <C>
American Skandia Advisor Funds, Inc. 73.8%
Skandia Advisor Funds 26.2%
</TABLE>
At the present time, the Master Trust anticipates that its
interests will be held only by the American Skandia Advisor Funds, Inc., a
Maryland corporation, and Skandia Advisor Funds, a mutual fund company
incorporated under the law of Cayman Islands.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH ITEM 5 IN PART A.
Information on the investment management and other services
provided for or on behalf of the Portfolios is incorporated herein by reference
from the sections entitled "Investment Advisory & Administration Services,"
"Fund Expenses," "Distribution Arrangements" and "Other Information" in the
Feeder's Part B. The following list identifies the specific sections and
subsections in the Feeder's Part B under which the information required by Item
16 of Form N-1A may be found. Each listed section is incorporated herein by
reference.
Incorporated by Reference from the
Form N-1A Item No. following Section of Feeder's Part B
- - ------------------ ------------------------------------
Item 16(a) INVESTMENT ADVISORY & ADMINISTRATION SERVICES - THE
INVESTMENT MANAGER; THE SUB-ADVISORS
Item 16(b) INVESTMENT ADVISORY & ADMINISTRATION SERVICES - THE
INVESTMENT MANAGER; THE SUB-ADVISORS
Item 16(c) Not applicable
Item 16(d) INVESTMENT ADVISORY & ADMINISTRATION SERVICES - THE
ADMINISTRATOR
Item 16(e) Not applicable
Item 16(f) Not applicable
Item 16(g) Not applicable
Item 16(h) OTHER INFORMATION - DOMESTIC AND FOREIGN CUSTODIANS;
INDEPENDENT ACCOUNTANTS
Item 16(i) Not applicable
Coopers & Lybrand, located at George Quay, P.O. Box 1283, Dublin
2, Ireland, has been selected as the independent certified public accounts of
the Master Trust, providing audit services and assistance and consultation with
respect to the preparation of filings with the Commission.
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES.
Information on portfolio turnover and brokerage allocation for or
on behalf of the Master Trust is incorporated herein by reference from the
sections entitled "Portfolio Turnover" and "Brokerage Allocation" in the
Feeder's Part B.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH ITEM 6 IN PART A.
Under the Declaration of Trust, the Trustees are authorized to
issue shares of beneficial interests in the Master Trust. Investors in each
Portfolio of the Master Trust are entitled to participate pro rata in
distributions of income, loss, gain and credit of that Portfolio. Upon
liquidation or dissolution of the Master Trust, investors in a Portfolio are
entitled to share pro rata in that Portfolio's net assets available for
distribution to its investors. Investments in the Master Trust have no
preference, pre-exemptive, conversion or similar rights and are fully paid and
non-assessable, except as set forth below. Investments in the Master Trust may
not be transferred. No certificates are issued.
Each investor is entitled to a vote, with respect to matters
effecting each of the Master Trust's series, in proportion to the amount of its
investment in the Master Trust. Investors in the Master Trust do not have
cumulative voting rights, and investors holding more than 50% of the aggregate
beneficial interest in the Master Trust may elect all of the Trustees of the
Master Trust if they choose to do so and in such event the other investors in
the Master Trust would not be able to elect any Trustee. The Master Trust is not
required to hold annual meetings of investors but the Master Trust will hold
special meetings of investors when in the judgment of the Master Trust's
Trustees it is necessary or desirable to submit matters for an investor vote.
The Trustees may elect to terminate the Trust or any Portfolio without a vote of
the interestholders.
Rule 18f-2 under the 1940 Act provides that any matter required
to be submitted under the provisions of the 1940 Act or applicable state law or
otherwise to the holders of the outstanding voting securities of an investment
company, such as the Master Trust, with more than one Portfolio will not be
deemed to have been effectively acted upon unless approved by the holders of a
majority of the outstanding interests of each Portfolio of the Master Trust
affected by such matter. Rule 18f-2 further provides that a Portfolio of the
Master Trust shall be deemed to be affected by a matter unless it is clear that
the interests of the Portfolio in the matter are identical or that the matter
does not affect any interest of the Portfolio. However, the Rule exempts the
selection of independent accountants and the election of Trustees from the
separate voting requirements of the Rule.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES.
THE FOLLOWING INFORMATION SUPPLEMENTS AND SHOULD BE READ IN
CONJUNCTION WITH ITEMS 7 AND 8 IN PART A.
PURCHASE OF SECURITIES. Beneficial interests in the Master Trust
are issued solely in private placement transactions which do not involve any
"public offering" within the meaning of Section 4(2) of the 1933 Act.
Investments in the Master Trust may only be made by investment companies or
certain other entities which are "accredited investors" within the meaning of
Regulation D under the 1933 Act. This registration statement does not constitute
an offer to sell, or the solicitation of an offer to buy, any "security" within
the meaning of the 1933 Act.
SUSPENSION OF REDEMPTIONS. The right of redemption of interests
of a Portfolio of the Master Trust may be suspended or the date of payment
postponed (a) during any period when the New York Stock Exchange is closed
(other than customary weekend and holiday closings), (b) when trading in the
markets the Portfolio ordinarily utilizes is restricted, or when an emergency
exists as determined by the Securities and Exchange Commission so that disposal
of the Portfolio's investments or determination of its net asset value is not
reasonably practicable, or (c) for such other periods as the Commission by order
may permit to protect the Master Trust's interestholders.
PRICING OF SECURITIES. Portfolio securities, including open short
positions and options written by the Master Trust, are valued at the last sale
price on the securities exchange or national securities market on which such
securities primarily are traded. Securities not listed on an exchange or
national securities market, or securities in which there were no transactions,
are valued at the average of the most recent bid and asked prices, except in the
case of open short positions where the asked price is available. Short-term
investments are carried at amortized cost, which approximates value. Any
securities or other assets for which recent market quotations are not readily
available are valued at fair value as determined in good faith by or under
procedures established by the Trustees. Expenses and fees, including the
management fee, are accrued daily and taken into account for the purpose of
determining the net asset value of interests in each Portfolio of the Master
Trust.
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 Exchange. The
values of such securities used in computing the net asset value of the shares of
a Portfolio generally are determined as of such earlier times. Foreign currency
exchange rates are also generally determined prior to the close of the Exchange.
Occasionally, events affecting the value of such securities and such exchange
rates may occur between the times at which they usually are determined and the
close of the Exchange. If such extraordinary events occur, their effects may not
be reflected in the net asset value of a Portfolio calculated as of the close of
the Exchange on that day.
Foreign securities are valued on the basis of quotations from the
primary market in which they are traded. All assets and liabilities initially
expressed in foreign currencies will be converted into U.S. dollars at an
exchange rate quoted by a major bank that is a regular participant in the
foreign exchange market or on the basis of a pricing service that takes into
account the quotes provided by a number of such major banks.
ASMT JPM Money Market Portfolio: For the ASMT JPM Money Market
Portfolio, all securities are valued by the amortized cost method. The amortized
cost method of valuation values a security at its cost at the time of purchase
and thereafter assumes a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. The purpose of this method of calculation is to attempt
to maintain a constant net asset value per share of $1.00. No assurance can be
given that this goal can be attained. If a difference of more than 1/2 of 1%
occurs between valuation based on the amortized cost method and valuation based
on market value, the Trustees will take steps necessary to reduce such deviation
or any unfair results to shareholders, such as changing dividend policy,
shortening the average maturity of the investments in the Portfolio or valuing
securities on the basis of current market prices if available or, if not, at
fair market value.
NEW YORK STOCK EXCHANGE CLOSINGS. The holidays (as observed) on which the
New York Stock Exchange is closed currently are: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
ITEM 20. TAX STATUS.
The Master Trust is organized as a trust under Delaware law.
Management of the Master Trust believes that the Master Trust qualified through
the fiscal year ended October 31, 1997 and for future fiscal years will continue
qualify as a partnership for Federal income tax purposes. As such, the Master
Trust will not be subject to any income tax. However, each investor in the
Master Trust will be taxable on its share (as determined in accordance with the
governing instruments of the Master Trust) of the Master Trust's ordinary income
and capital gain in determining its income tax liability. The determination of
such share will be made in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"), and regulations promulgated thereunder.
The Master Trust's taxable year-end is October 31, 1998. Although
the Master Trust will not be subject to Federal income tax, it will file
appropriate Federal income tax returns.
It is intended that the Master Trust's assets, income and
distributions will be managed in such a way that an investor in the Master Trust
will be able to satisfy the requirements of Subchapter M of the Code for
qualification as a regulated investment company, assuming that the investor
invested all of its investable assets in the Master Trust.
Investors are advised to consult their own tax advisers as to the
tax consequences of an investment in the Master Trust.
ITEM 21. UNDERWRITERS.
The exclusive placement agent for the Master Trust is American
Skandia Marketing, Incorporated, which receives no compensation for serving in
this capacity.
ITEM 22. CALCULATIONS OF PERFORMANCE DATA.
Not applicable.
ITEM 23. FINANCIAL STATEMENTS.
The financial statements of the Master Trust are incorporated
herein by reference from the section entitled "Financial Statements" in the
Feeder's Part B.
<PAGE>
AMERICAN SKANDIA MASTER TRUST
PART C. OTHER INFORMATION
<TABLE>
<CAPTION>
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
<S> <C> <C>
(a) Financial Statements:
ii (1) Statement of Assets and Liabilities of the Portfolios as of October 31, 1997.
ii (2) Report of Coopers & Lybrand, Independent Auditors, dated December
12, 1997.
(b) Exhibits:
i (1)(a) Certificate of Trust
i (1)(b) Agreement and Declaration of Trust
i (2) By-Laws
i (5)(a) Form of Investment Management Agreement between Registrant and American Skandia Investment
Services, Incorporated for ASMT T. Rowe Price International Equity Portfolio
i (5)(b) Form of Investment Management Agreement between Registrant and American Skandia Investment
Services, Incorporated for ASMT Janus Capital Growth Portfolio
i (5)(c) Form of Investment Management Agreement between Registrant and American Skandia Investment
Services, Incorporated for ASMT INVESCO Equity Income Portfolio
i (5)(d) Form of Investment Management Agreement between Registrant and American Skandia Investment
Services, Incorporated for ASMT PIMCO Total Return Bond Portfolio
i (5)(e) Form of Investment Management Agreement between Registrant and American Skandia Investment
Services, Incorporated for ASMT JPM Money Market Portfolio
i (5)(f) Form of Sub-advisory Agreement between American Skandia Investment Services, Incorporated and
Rowe Price-Fleming International, Inc. for ASMT T. Rowe Price International Equity Portfolio
i (5)(g) Form of Sub-advisory Agreement between American Skandia Investment Services, Incorporated and
Janus Capital Corporation for ASMT Janus Capital Growth Portfolio
i (5)(h) Form of Sub-advisory Agreement between American Skandia Investment Services, Incorporated and
INVESCO Trust Company for ASMT INVESCO Equity Income Portfolio
i (5)(i) Form of Sub-advisory Agreement between American Skandia Investment Services, Incorporated and
Pacific Investment Management Company for ASMT PIMCO Total Return Bond Portfolio
i (5)(j) Form of Sub-advisory Agreement between American Skandia Investment Services, Incorporated and
J.P. Morgan Investment Management, Inc. for ASMT JPM Money Market Portfolio
i (6) Placement Agency Agreement
i (8)(a) Form of Custody Agreement between Registrant and PNC Bank
i (8)(b) Form of Custody Agreement between Registrant and Morgan Stanley Trust Company
i (9) Administration Services Agreement
i (13)(a) Form of Share Purchase Agreement between American Skandia Marketing, Incorporated and American
Skandia Advisor Funds, Inc.
i (13)(b) Form of Share Purchase Agreement between American Skandia Marketing, Incorporated and Skandia
Advisor Funds
i Filed as an exhibit to the initial Registration Statement
of the Master Trust, which was filed on June 4, 1997.
ii Filed as part of Post-effective Amendment No. 2 to
Registration Statement of American Skandia Advisor Funds,
Inc., which was filed on December 31, 1997 and is
incorporated herein by reference.
</TABLE>
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
Not applicable.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
<TABLE>
<CAPTION>
TITLE OF CLASS NUMBER OF RECORD HOLDERS
Shares of beneficial interest of the following portfolios: AS OF MAY 1, 1998
-----------------
<S> <C>
ASMT T. Rowe Price International Equity Portfolio 2
ASMT Janus Capital Growth Portfolio 2
ASMT INVESCO Equity Income Portfolio 2
ASMT PIMCO Total Return Bond Portfolio 2
ASMT JPM Morgan Money Market Portfolio 2
</TABLE>
ITEM 27. INDEMNIFICATION.
Reference is made to Article IX of the Registrant's Declaration
of Trust filed as Exhibit 1(b) to the Registrant's registration statement filed
on June 4, 1997. The application of these provisions is limited by Article 10 of
the Registrant's By-Laws filed as Exhibit 2 to the Registrant's registration
statement filed on June 4, 1997 and by the following undertaking set forth in
the rules promulgated by the Securities and Exchange Commission:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a trustee, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such trustee, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in such Act
and will be governed by the final adjudication of such issue.
Reference also is made to the Placement Agency Agreement filed as
Exhibit 6.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.
See Item 5, "Management of the Master Trust" in Part A and Item
16, "Investment Advisory and Other Services" in Part B regarding the business of
the Investment Manager. For information as to the business, profession, vocation
or employment of a substantial nature engaged in by ASISI or any of its
respective officers and directors during the past two years, reference is made
to Form ADV, filed with the Securities and Exchange Commission under the
Investment Advisers Act of 1940 by ASISI, incorporated by reference herein (SEC
File No. 801-40532).
ITEM 29. PRINCIPAL UNDERWRITERS.
(a) Not applicable.
(b) Set forth below is a list of each executive officer and
director of the Placement Agent. The principal business address of each such
person is One Corporate Drive, Shelton, Connecticut 06484.
<TABLE>
<CAPTION>
POSITIONS AND OFFICES
WITH THE PLACEMENT POSITIONS AND OFFICES
NAME AGENT WITH REGISTRANT
<S> <C> <C> <C>
Gordon C. Boronow Deputy Chief Executive Officer & Vice President & Trustee
Director
Kimberly A. Bradshaw Vice President & National Accounts None
Manager
Robert Brinkman Senior Vice President, National None
Sales Manager
Jan R. Carendi Chief Executive Officer & Director Trustee
Kathleen A. Chapman Assistant Corporate Secretary None
Daniel R. Darst Senior Vice President & National None
Marketing Director
Paul DeSimone Vice President, Corporate None
Controller & Director
Wade A. Dokken President, Deputy Chief Executive None
Officer & Director
Walter G. Kenyon Vice President & National Accounts None
Manager
Lawrence Kudlow Senior Vice President & Chief None
Economist
N. David Kuperstock Vice President, Product None
Development & Director
Thomas M. Mazzaferro Executive Vice President, Chief President, Principal Executive
Financial Officer & Director Officer & Trustee
Brian O'Connor Vice President & National Sales None
Manager, Internal Wholesaling
M. Priscilla Pannell Corporate Secretary None
Hayward Sawyer Senior Vice President, National None
Sales Manager & Director
Christian Thwaites Vice President, Qualified Plans None
Bayard F. Tracy Senior Vice President, National None
</TABLE>
Sales Manager & Director
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
All accounts, books and other documents required to be maintained
by Section 31(a) of the Investment Company Act of 1940, as amended, and the
Rules promulgated thereunder with respect to the Master Trust are maintained at
its offices at Ugland House, P.O. Box 309, South Church Street, George Town,
Grand Cayman, Cayman Islands, BWI.
ITEM 31. MANAGEMENT SERVICES.
Not Applicable.
ITEM 32. UNDERTAKINGS.
Registrant hereby undertakes to call a meeting of interestholders
for the purpose of voting upon the question of removal of a trustee or trustees
when requested in writing to do so by the holders of at least 10% of the
Registrant's outstanding shares of beneficial interest and in connection with
such meeting to comply with the provisions of Section 16(c) of the Investment
Company Act of 1940 relating to shareholder communications.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of
1940, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Dublin
and Country of Ireland, on the 27th day of February, 1998.
AMERICAN SKANDIA MASTER TRUST
(Registrant)
By: /s/ J. Fergus McKeon
J. Fergus McKeon
Assistant Controller and
Assistant Corporate Secretary
