AMERICAN SKANDIA TRUST
497, 2000-05-02
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PROSPECTUS                                                           May 1, 2000

                             AMERICAN SKANDIA TRUST

                 One Corporate Drive, Shelton, Connecticut 06484

- --------------------------------------------------------------------------------
American  Skandia  Trust (the  "Trust") is an  investment  company made up of 33
separate  portfolios,  the  following  8  of  which  are  offered  through  this
Prospectus ("Portfolios"):

AST American Century International Growth Portfolio
AST American Century International Growth Portfolio II
AST Janus Small-Cap Growth Portfolio
AST Neuberger Berman Mid-Cap Value Portfolio
AST Alger All-Cap Growth Portfolio
AST JanCap Growth Portfolio
AST INVESCO Equity Income Portfolio
AST T. Rowe Price Global Bond Portfolio

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Trust is an investment vehicle for life insurance companies  ("Participating
Insurance  Companies")  writing  variable  annuity  contracts  and variable life
insurance  policies.  Shares of the Trust may also be sold  directly  to certain
tax-deferred  retirement plans. Each variable annuity contract and variable life
insurance  policy  involves fees and expenses not described in this  Prospectus.
Please read the Prospectus for the variable  annuity  contract and variable life
insurance policy for information regarding the contract or policy, including its
fees and expenses.


<PAGE>


<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

Caption                                                                                                        Page

<S>  <C>                                                                                                         <C>
Risk/Return Summary...............................................................................................3
Past Performance..................................................................................................8
Fees and Expenses of the Portfolios..............................................................................12
Investment Objectives and Policies...............................................................................14
     AST American Century International Growth Portfolio.........................................................15
     AST American Century International Growth Portfolio II......................................................17
     AST Janus Small-Cap Growth Portfolio........................................................................18
     AST Neuberger Berman Mid-Cap Value Portfolio................................................................20
     AST Alger All-Cap Growth Portfolio..........................................................................22
     AST JanCap Growth Portfolio.................................................................................23
     AST INVESCO Equity Income Portfolio.........................................................................25
     AST T. Rowe Price Global Bond Portfolio.....................................................................26
Portfolio Turnover...............................................................................................28
Net Asset Values.................................................................................................28
Purchase and Redemption of Shares................................................................................28
Management of the Trust..........................................................................................29
Tax Matters......................................................................................................31
Financial Highlights.............................................................................................34
Certain Risk Factors and Investment Methods......................................................................36
</TABLE>


<PAGE>


                               RISK/RETURN SUMMARY

         American  Skandia  Trust (the  "Trust") is  comprised  of  thirty-three
investment  portfolios,  eight of which are offered through this Prospectus (the
"Portfolios"). The Portfolios are designed to provide a wide range of investment
options. Each Portfolio has its own investment goal and style (and, as a result,
its own level of risk).  Some of the Portfolios offer potential for high returns
with  correspondingly  higher  risk,  while  others  offer  stable  returns with
relatively  less risk. It is possible to lose money when  investing  even in the
most conservative of the Portfolios.  Investments in the Portfolios are not bank
deposits  and are not insured or  guaranteed  by the Federal  Deposit  Insurance
Corporation or any other government agency.

         It is not  possible to provide an exact  measure of the risk to which a
Portfolio is subject,  and a Portfolio's  risk will vary based on the securities
that it holds at a given time. Nonetheless, based on each 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 Portfolio  will be subject.  The
following  discussion  highlights  the  investment  strategies and risks of each
Portfolio.  Additional  information about each Portfolio's potential investments
and its risks is included in this Prospectus  under  "Investment  Objectives and
Policies."

<TABLE>
<CAPTION>
International Portfolios:

Portfolio:                    Investment Goal:               Primary Investments:
- ---------                     ---------------                -------------------

<S>                            <C>                           <C>
American Century Int'l         Capital growth                The Portfolio invests primarily in equity securities of
Growth                                                       foreign companies.

American Century Int'l         Capital growth                The Portfolio invests primarily in equity securities of
Growth II                                                    foreign companies.
</TABLE>

Principal Investment Strategies:

The AST 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 select 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.

The AST American Century International Growth Portfolio II (formerly, the AST T.
Rowe Price  International  Equity Portfolio) will seek to achieve its investment
objective in the same manner as the AST American  Century  International  Growth
Portfolio as described above.


<PAGE>


Principal Risks:

o    The international 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  portfolios will generally be higher
     than the level of risk  associated  with  domestic  equity  funds.  Foreign
     investments  involve risks such as fluctuations in currency exchange rates,
     less liquid and more volatile  securities  markets,  unstable political and
     economic  structures,  reduced  availability  of  information,  and lack of
     uniform  financial  reporting and  regulatory  practices such as those that
     apply to U.S. issuers.  While none of the  international  portfolios invest
     primarily in companies located in developing countries,  each may invest in
     those companies to some degree,  and the risks of foreign investment may be
     accentuated by investment in developing countries.

<TABLE>
<CAPTION>
Capital Growth Portfolios:

Portfolio:                    Investment Goal:               Primary Investments:
- ---------                     ---------------                -------------------

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

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

Alger All-Cap Growth          Long-term capital growth       The Portfolio invests primarily in common and preferred
                                                             stocks.

JanCap Growth                  Capital growth                The Portfolio invests primarily in common stocks.
</TABLE>

Principal Investment Strategies:

The AST Janus  Small-Cap  Growth  Portfolio  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 Portfolio,  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 Portfolio 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
Portfolio.  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 Portfolio,  securities are generally  selected
without  regard  to any  defined  industry  sector  or other  similar  selection
procedure.

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

Under the Portfolio'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 AST Alger All-Cap Growth Portfolio invests  primarily in equity  securities,
such as common or preferred stocks,  that are listed on U.S. exchanges or in the
over-the-counter  market.  The Portfolio may invest in the equity  securities of
companies of all sizes, and may emphasize either larger or smaller  companies at
a given time based on the Sub-advisor's  assessment of particular  companies and
market conditions.

The Portfolio invests primarily in growth stocks. The Sub-advisor  believes that
these stocks are those of two types of companies:

o    High Unit Volume Growth  Companies.  Vital  creative  companies  that offer
     goods or services to a rapidly  expanding  marketplace.  They  include both
     established and emerging firms, offering new or improved products, or firms
     simply fulfilling an increased demand for an existing product line.

o    Positive Life Cycle Change Companies. Companies experiencing a major change
     that is expected to produce advantageous  results.  These changes may be as
     varied as new  management,  products  or  technologies,  restructurings  or
     reorganizations, or mergers and acquisitions.

The AST JanCap 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 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.

Principal Risks:

o    All of the capital growth portfolios are equity funds, and the primary risk
     of each is that the value of the stocks they hold will decline.  Stocks can
     decline  for many  reasons,  including  reasons  related to the  particular
     company,  the  industry of which it is a part,  or the  securities  markets
     generally. These declines can be substantial.

o    The risk to which the capital growth portfolios are subject depends in part
     on the size of the  companies in which the  particular  portfolio  invests.
     Securities  of smaller  companies  tend to be  subject  to more  abrupt and
     erratic  price  movements  than  securities  of larger  companies,  in part
     because  they  may  have  limited  product  lines,  markets,  or  financial
     resources.  Market  capitalization,  which is the total  market  value of a
     company's  outstanding  stock, is often used to classify companies based on
     size.  Therefore,  the AST Janus Small-Cap Growth Portfolio can be expected
     to be subject to the highest  degree of risk  relative to the other capital
     growth funds.  The AST  Neuberger  Berman  Mid-Cap  Value  Portfolio can be
     expected to be subject to  somewhat  less risk,  and the AST JanCap  Growth
     Portfolio  to  somewhat  less risk  than the  mid-cap  fund.  The AST Alger
     All-Cap  Growth  Portfolio  may invest in equity  securities  of  companies
     without regard to capitalization, and may include large and small companies
     at the same time.

o    The AST Janus  Small-Cap  Growth  Portfolio,  the AST Alger All-Cap  Growth
     Portfolio, and the JanCap Growth Portfolio generally take a growth approach
     to  investing,  while the AST  Neuberger  Berman  Mid-Cap  Value  Portfolio
     generally takes a value  approach.  Value stocks are believed to be selling
     at prices lower than what they are actually worth,  while growth stocks are
     those of companies  that are  expected to grow at  above-average  rates.  A
     portfolio  investing  primarily in growth stocks will tend to be subject to
     more risk than a value fund, although this will not always be the case.

<TABLE>
<CAPTION>
Growth and Income Portfolios:

Portfolio:                    Investment Goal:               Primary Investments:
- ---------                     ---------------                -------------------

<S>                           <C>                            <C>
INVESCO Equity Income         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.
</TABLE>

Principal Investment Strategies:

The AST  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  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.

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  portfolios  is that the  value of the  securities  they  hold  will
     decline.  The degree of risk to which the growth and income  portfolios are
     subject  is  likely  to  be  somewhat  less  than  a  portfolio   investing
     exclusively for capital growth. Nonetheless, the share prices of the growth
     and income portfolios can decline substantially.

o    The AST  INVESCO  Equity  Income  Portfolio  invests  primarily  in  equity
     securities,  but will  normally  invest some of its assets in fixed  income
     securities.  The values of equity  securities tend to fluctuate more widely
     than the values of fixed income securities.  Therefore,  the Portfolio will
     likely be subject to somewhat  higher risk than a  portfolio  that  invests
     more heavily in fixed income securities.

o    The AST  INVESCO  Equity  Income  Portfolio  may  invest to some  degree in
     lower-quality  fixed income  securities,  which are subject to greater risk
     that the issuer may fail to make  interest  and  principal  payments on the
     securities when due. The Portfolio  generally  invests in  intermediate- to
     long-term  fixed income  securities.  Fixed income  securities  with longer
     maturities  are  generally  subject  to  greater  risk  than  fixed  income
     securities  with shorter  maturities,  in that their values will  fluctuate
     more in response to changes in market interest rates.

<TABLE>
<CAPTION>
Fixed Income Portfolios:

Portfolio:                    Investment Goal:               Primary Investments:
- ---------                     ---------------                -------------------

<S>                           <C>                            <C>
T. Rowe Price Global Bond     High current income and        The Portfolio invests primarily in high-quality foreign and
                              capital growth                 U.S. government bonds.
</TABLE>

Principal Investment Strategies:

To  achieve  its  objectives,  the  AST T.  Rowe  Price  Global  Bond  Portfolio
(formerly,  the AST T. Rowe Price  International  Bond Portfolio) will invest at
least 65% of its total  assets in bonds  issued  or  guaranteed  by the U.S.  or
foreign governments or their agencies and by foreign authorities,  provinces and
municipalities.  Corporate  bonds may also be purchased.  The Portfolio seeks to
moderate  price  fluctuation  by actively  managing its maturity  structure  and
currency exposure. The Sub-advisor bases its investment decisions on fundamental
market factors,  currency trends,  and credit quality.  The Portfolio  generally
invests in countries where the combination of fixed-income  returns and currency
exchange rates appears  attractive,  or, if the currency  trend is  unfavorable,
where the Sub-advisor  believes that the currency risk can be minimized  through
hedging.

Although  the  Portfolio  expects to maintain an  intermediate-to-long  weighted
average maturity, there are no maturity restrictions on the overall portfolio or
on  individual  securities.  The  Portfolio  may and  frequently  does engage in
foreign  currency   transactions  such  as  forward  foreign  currency  exchange
contracts,  hedging its foreign currency  exposure back to the dollar or against
other foreign  currencies  ("cross-hedging").  The Sub-advisor  also attempts to
reduce  currency  risks through  diversification  among foreign  securities  and
active management of maturities and currency exposures.

The  Portfolio may also invest up to 20% of its assets in the aggregate in below
investment-grade, high-risk bonds ("junk bonds") and emerging market bonds. Some
emerging market bonds, such as Brady Bonds, may be denominated in U.S. dollars.

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


<PAGE>


Whilethe  AST  T.  Rowe  Price  Global  Bond  Portfolio   invests  primarily  in
high-quality  fixed income  securities,  its substantial  investments in foreign
fixed  income  securities  and  relatively  long average  maturity  will tend to
increase  its level of risk.  Like foreign  equity  investments,  foreign  fixed
income  investments  involve  risks such as  fluctuations  in currency  exchange
rates,  unstable  political and economic  structures,  reduced  availability  of
information,  and lack of uniform financial  reporting and regulatory  practices
such as those that apply to U.S.  issuers.  The AST T. Rowe  Price  Global  Bond
Portfolio  can invest to some  degree in  securities  of  issuers in  developing
countries and in  lower-quality  fixed income  securities,  and the risks of the
Portfolio may be accentuated by these holdings.


<PAGE>


Past Performance

             The bar charts show the performance of each Portfolio for each full
calendar year the  Portfolio  has been in  operation.  The tables below each bar
chart show each such  Portfolio's  best and worst  quarters  during the  periods
included  in the bar chart,  as well as average  annual  total  returns for each
Portfolio since  inception.  This  information may help provide an indication of
each  Portfolio's  risks by showing changes in performance from year to year and
by comparing the Portfolio's  performance with that of a broad-based  securities
index.  The performance  figures do not reflect any charges  associated with the
variable insurance  contracts through which Portfolio shares are purchased;  and
would be lower if they did. All figures assume  reinvestment of dividends.  Past
performance  does not  necessarily  indicate how a Portfolio will perform in the
future.

              AST American Century International Growth Portfolio

_________________________
                 65.20%    60.00%

                           40.00%
        18.68%             20.00%
 15.10%
                            0.00%
 _________________________-20.00%
 1997   1998     1999





- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter

- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 49.04%, 4th quarter 1999           Down 17.66%, 3rd quarter 1998
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Morgan Stanley Capital
For periods ending                           International (MSCI) EAFE
12/31/99                                     Index

- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                               65.20%                       26.96%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                      31.21%                       16.11%
(1/2/97)
- ---------------------- --------------------- ----------------------------

                AST American Century International Growth Portfolio II*



                                        31.95%    30.00%
     11.09%  14.17%              14.03%           20.00%

                     1.36%                         0.00%
- -3.80%____________________________________________-20.00%
1994     1995    1996    1997     1998   1999



- -------------------------------------- --------------------------------------
Best Quarter                           Worst Quarter

- -------------------------------------- --------------------------------------
- -------------------------------------- --------------------------------------
Up 24.22%, 4th quarter 1999            Down 13.58%, 3rd quarter 1998
- -------------------------------------- --------------------------------------

- ---------------------- -------------------- -----------------------------
Average annual total   Portfolio            Index:
returns                                     Morgan Stanley Capital

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

- ---------------------- -------------------- -----------------------------
- ---------------------- -------------------- -----------------------------
1 year                              31.95%                        26.96%
- ---------------------- -------------------- -----------------------------
- ---------------------- -------------------- -----------------------------
5 year                              14.10%                        12.82%
- ---------------------- -------------------- -----------------------------
- ---------------------- -------------------- -----------------------------
Since Inception                     10.91%                        11.90%
(1/4/94)
- ---------------------- -------------------- -----------------------------

               *Prior to May 1, 2000,  the AST  American  Century  International
               Growth   Portfolio  II  was  known  as  the  AST  T.  Rowe  Price
               International    Equity   Portfolio,    and   Row   Price-Fleming
               International, Inc. served as Sub-advisor to the Portfolio.


                     AST Janus Small-Cap Growth Portfolio*

 ______________________________________________
                                        141.96%
                                                100.00%
                                                60.00%

         32.65%                                 40.00%
                20.05%                          20.00%
 8.40%                  6.01%   3.49%
                                                0.00%
 ______________________________________________ -20.00%
1994     1995  1996    1997     1998    1999




- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter

- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 79.79%, 4th quarter 1999           Down 23.95%, 3rd quarter 1998
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Standard & Poors 500 Index
For periods ending
12/31/98

- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                              141.96%                       21.04%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
5 year                               33.40%                       28.52%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                      28.84%                       23.65%
(1/4/94)
- ---------------------- --------------------- ----------------------------

                  *Prior to January 1, 1999, the AST Janus  Small-Cap  Portfolio
                  was known as the Founders Capital Appreciation Portfolio,  and
                  Founders  Asset  Management  LLC served as  Sub-advisor to the
                  Portfolio.

                 AST Neuberger Berman Mid-Cap Value Portfolio*

 ______________________________________________
                                                60.00%

                                                40.00%
       26.13%         26.42%                    20.00%
              11.53%                   5.67%
- -6.95%                         -2.33%            0.00%
 _____________________________________________ -20.00%
1994   1995   1996    1997     1998   1999


- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter

- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 15.95%, 4th quarter 1998           Down 14.37%, 3rd quarter 1999
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Standard & Poors 500 Index
For periods ending
12/31/99

- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                                5.67%                       21.04%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
5 year                               12.91%                       28.52%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                       9.60%                       22.22%
(5/3/93)
- ---------------------- --------------------- ----------------------------

                  *Prior to May 1, 1998, the AST Neuberger  Berman Mid-Cap Value
                  Portfolio was known as the Federated Utility Income Portfolio,
                  and Federated  Investment  Counseling served as Sub-advisor to
                  the Portfolio.

                          AST JanCap Growth Portfolio


________________________________________________________________
                                          68.26%                60.00%
                                                  55.01%
                                                                40.00%
11.87%          37.98%            28.66%                        20.00%
                         28.36%
        -4.51%                                                   0.00%
 ______________________________________________________________-20.00%
1993    1994    1995     1996    1997     1998    1999



- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter

- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 33.97%, 4th quarter 1999           Down 5.95%, 2nd quarter 1994
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Standard & Poors 500 Index
For periods ending
12/31/99

- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                               55.01%                       21.04%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
5 year                               42.82%                       28.52%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                      30.41%                       21.80%
(11/5/92)
- ---------------------- --------------------- ----------------------------

                      AST INVESCO Equity Income Portfolio

_________________________________________________
                                                         60.00%

                                                         40.00%
           30.07%           23.33%                       20.00%
                    17.09%           13.34% 11.74%
  -2.50%                                                  0.00%
 _______________________________________________________-20.00%
   1994    1995     1996    1997     1998   1999


- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter

- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 12.32%, 4th quarter 1998           Down 8.68%, 3rd quarter 1998
- ------------------------------------- -----------------------------------

- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Standard & Poors 500 Index
For periods ending
12/31/99

- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                               11.74%                       21.04%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
5 year                               18.92%                       28.52%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                      15.07%                       23.65%
(1/4/94)
- ---------------------- --------------------- ----------------------------



                 AST T. Rowe Price Global Bond Portfolio*

_________________________________________________
                                                  60.00%

                           14.72%                 40.00%
 11.10%                                           20.00%
          5.98%
                 -3.42%                            0.00%
 __________________________________-8.33%________-20.00%
 1995     1996    1997     1998    1999



- ------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
- ------------------------------------- -----------------------------------
- ------------------------------------- -----------------------------------
Up 6.31%, 4th quarter 1998            Down 5.56%, 1st quarter 1999
- ------------------------------------- -----------------------------------
- ---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      J.P. Morgan Non-U.S.
For periods ending                           Government Bond Index
12/31/99

- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
1 year                               -8.33%                       -6.17%
- ---------------------- --------------------- ----------------------------
- ---------------------- --------------------- ----------------------------
Since Inception                       2.62%                        6.14%
(5/3/94)
- ---------------------- --------------------- ----------------------------

     *Prior to May 1, 1996,  the AST T. Rowe Price  Global  Bond  Portfolio  was
known as the AST Scudder  International Bond Portfolio,  and Scudder,  Stevens &
Clark, Inc. served as Sub-advisor to the Portfolio.



FEES AND  EXPENSES OF THE  PORTFOLIOS:  The table below  describes  the fees and
expenses that you may pay if you buy and hold shares of the  Portfolios.  Unless
otherwise  indicated,  the expenses shown below are for the year ending December
31, 1999.

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment):

<S>                                                                                              <C>
Maximum Sales Charge (Load) Imposed on Purchases                                                 NONE*
Maximum Deferred Sales Charge (Load)                                                             NONE*
Maximum Sales Charge (Load) Imposed on Reinvested Dividends                                      NONE*
Redemption Fees                                                                                  NONE*
Exchange Fee                                                                                     NONE*
</TABLE>

* Because shares of the Portfolios may be purchased  through variable  insurance
products,  the prospectus of the relevant  product should be carefully  reviewed
for information on the charges and expenses of those  products.  This table does
not reflect any such charges.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Portfolio assets, in %):

                                     Management    Estimated    Other         Total Annual     Fee Waivers     Net Annual
                                     Fees          Distribution Expenses      Portfolio       and Expense      Fund
                                                  and                         Operating       Reimbursement(3) Operating
                                                  Service                     Expenses                         Expenses
Portfolio:                                        (12b-1)
                                                  Fees(2)
- ---------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>            <C>           <C>             <C>             <C>
AST American Century International       1.00         0.00           0.50          1.50            N/A             1.50
Growth
AST American Century  International      1.00         0.02           0.26          1.28            N/A             1.28
Growth II
AST Janus Small-Cap Growth               0.90         0.01           0.18          1.09            N/A             1.09
AST Neuberger Berman Mid-Cap Value       0.90         0.12           0.23          1.25            N/A             1.25
AST Alger All-Cap Growth(1)              0.95         0.06           0.22          1.23            N/A             1.23
AST JanCap Growth                        0.90         0.01           0.14          1.05            0.04            1.01
AST INVESCO Equity Income                0.75         0.04           0.18          0.97            N/A             0.97
AST T. Rowe Price Global Bond            0.80         0.00           0.31          1.11            N/A             1.11
</TABLE>

(1) This Portfolio commenced  operations in January 2000. "Other expenses" shown
are based on estimated amounts for the fiscal year ending December 31, 2000.

(2) As discussed below under  "Management of the Trust - Fees and Expenses,  the
Trustees adopted a Distribution Plan (the "Distribution  Plan") under Rule 12b-1
to permit an affiliate of the Trust's  Investment  Manager to receive  brokerage
commissions  in connection  with  purchases and sales of securities  held by the
Portfolios,  and to use these  commissions  to promote the sale of shares of the
Portfolio.  While the brokerage commission rates and amounts paid by the various
Portfolios  are not expected to increase as a result of the  Distribution  Plan,
the staff of the Securities and Exchange  Commission recently takes the position
that commission amounts received under the Distribution Plan should be reflected
as  distribution  expenses of the Funds.  The  Distribution  Fee  estimates  are
derived and annualized from data regarding  commission  amounts  directed to the
affiliate  under  the  Distribution  Plan  from  such  Plan's   commencement  of
operations  for each  Portfolio  (in late July through  early August 1999) until
December 31, 1999.  Actual  commission  amounts  directed under the Distribution
Plan will vary and the amounts directed during the first full fiscal year of the
Plan's operations may differ substantially from the annualized amounts listed in
the above chart.

(3) The Investment Manager has agreed to reimburse and/or waive fees for certain
Portfolios  until at least  April 30,  2001.  The  caption  "Total  Annual  Fund
Operating  Expenses"  reflects the  Portfolios'  fees and  expenses  before such
waivers  and  reimbursements,  while the  caption  "Net  Annual  Fund  Operating
Expenses" reflects the effect of such waivers and reimbursements.


<PAGE>


EXPENSE EXAMPLES:

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

         The Example assumes that you invest $10,000 in a Portfolio for the time
periods indicated. The Example also assumes that your investment has a 5% return
each year,  that the Portfolios'  total operating  expenses remain the same, and
that any  expense  waivers  and  reimbursements  remain in  effect  only for the
periods during which they are binding.  Although your actual costs may be higher
or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
                                                                                After:

Portfolio:                                           1 yr.             3 yrs.           5 yrs.            10 yrs.
- ---------                                            ------------------------------------------------------------

<S>                                                  <C>               <C>              <C>               <C>
AST American Century International Growth            153               474              818               1,791
AST American Century International Growth II         130               406              702               1,545
AST Janus Small-Cap Growth                           111               347              601               1,329
AST Neuberger Berman Mid-Cap Value                   127               397              686               1,511
AST Alger All-Cap Growth                             125               390              N/A               N/A
AST JanCap Growth                                    103               330              575               1,279
AST INVESCO Equity Income                            99                309              536               1,190
AST T. Rowe Price Global Bond                        113               353              612               1,352
</TABLE>




<PAGE>


INVESTMENT OBJECTIVES AND POLICIES:

         The  investment  objective,  policies and  limitations  for each of the
Portfolios are described below.  While certain policies apply to all Portfolios,
generally  each  Portfolio has a different  investment  objective and investment
focus. As a result,  the risks,  opportunities  and returns of investing in each
Portfolio will differ. The investment  objectives and policies of the Portfolios
generally  are not  fundamental  policies  and may be  changed  by the  Trustees
without shareholder approval.

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

         If approved by the Trustees,  the Trust may add more Portfolios and may
cease to offer any existing Portfolios in the future.


<PAGE>



AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO:

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

Principal Investment Policies and Risks:

         The  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.
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  select  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 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 counties,  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>


AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO II:

The investment objective, policies and risks of the Portfolio (formerly, the AST
T. Rowe Price  International  Equity Portfolio) are  substantially  identical to
those of the AST American  Century  International  Growth Portfolio as described
immediately above.


<PAGE>


AST JANUS SMALL-CAP GROWTH PORTFOLIO:

Investment  Objective:  The  investment  objective  of the  Portfolio is capital
growth.

Principal Investment Policies and Risks:

         The Portfolio 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   Portfolio,   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 Portfolio may also invest in stocks of
larger companies with potential for capital growth.

         The Sub-advisor  generally takes a "bottom up" approach to building the
Portfolio.  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 Portfolio,  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  Portfolio  invests   primarily  in  common  stocks,   the
fundamental  risk of investing in the  Portfolio 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 Portfolio that invests  primarily in smaller or newer issuers,
the Portfolio 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  Portfolio  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 Portfolio is subject.

         The Portfolio  generally  intends to purchase  securities for long-term
investment rather than short-term gains.  However,  short-term  transactions may
occur as the result of  liquidity  needs,  securities  having  reached a desired
price or yield,  anticipated changes in interest rates or the credit standing of
an issuer,  or by reason of economic or other  developments  not foreseen at the
time the  investment was made. To a limited  extent,  the Portfolio may purchase
securities in anticipation of relatively  short-term  price gains. The Portfolio
may also sell one security and simultaneously  purchase the same or a comparable
security  to take  advantage  of  short-term  differentials  in bond  yields  or
securities prices.

         Special  Situations.  The Portfolio may invest in "special  situations"
from time to time.  A special  situation  arises  when,  in the  opinion  of the
Sub-advisor,  the  securities  of a  particular  issuer will be  recognized  and
increase in value due to a specific  development  with  respect to that  issuer.
Developments  creating  a  special  situation  might  include a new  product  or
process,   a   technological   breakthrough,   a  management   change  or  other
extraordinary corporate event, or differences in market supply of and demand for
the security.  Investment in special  situations may carry an additional risk of
loss in the event that the  anticipated  development  does not occur or does not
attract the expected attention.

Other Investments:

         The  Portfolio  may  invest to a lesser  degree in types of  securities
other than common stocks,  including  preferred  stocks,  warrants,  convertible
securities  and debt  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 Portfolio may make short sales "against the box." In addition, the Portfolio
may invest in the  following  types of  securities  and engage in the  following
investment techniques:

         Index/structured    Securities.    The    Portfolio   may   invest   in
indexed/structured  securities,  which typically are short- to intermediate-term
debt  securities  whose  value  at  maturity  or  interest  rate  is  linked  to
currencies,  interest rates,  equity  securities,  indices,  commodity prices or
other financial  indicators.  Such securities may offer growth potential because
of  anticipated   changes  in  interest   rates,   credit   standing,   currency
relationships or other factors.

         Foreign  Securities.  The Portfolio may invest without limit in foreign
equity  and debt  securities.  The  Portfolio  may  invest  directly  in foreign
securities  denominated in foreign currencies,  or may invest through depositary
receipts or passive foreign investment companies.  Generally,  the same criteria
are used to select foreign  securities as domestic  securities.  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 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,  currency exchange rates or interest rates. To a
limited  extent,   the  Portfolio  may  also  use  derivative   instruments  for
non-hedging purposes such as seeking to increase income.

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

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


<PAGE>


AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO:

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

Principal Investment Policies and Risks:

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

          Under  the  Portfolio's   value-oriented   investment  approach,   the
Sub-advisor looks for well-managed  companies whose stock prices are undervalued
and that may rise in price  before other  investors  realize  their worth.  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,   including  a  low
price-to-earnings  ratio, consistent cash flow, and a sound track record through
all phases of the market cycle.

         The Sub-advisor may also look for other  characteristics  in a company,
such as a  strong  position  relative  to  competitors,  a high  level  of stock
ownership  among  management,  or a recent  sharp  decline  in stock  price that
appears to be the result of a short-term market overreaction to negative news.

         The Sub-advisor  generally  considers selling a stock when it reaches a
target price, when it fails to perform as expected,  or when other opportunities
appear more attractive.

         As a fund that invests primarily in mid-cap companies,  the Portfolio'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 Portfolio will remain  undervalued  during a short or extended  period of
time.  This may  happen  because  value  stocks as a  category  lose  favor with
investors  compared  to growth  stocks,  or because  the  Sub-advisor  failed to
anticipate  which stocks or industries  would  benefit from  changing  market or
economic conditions.

Other Investments:

         Although  equity  securities  are  normally  the  Portfolio's   primary
investment,  it may invest in preferred  stocks and convertible  securities,  as
well as the types of securities  described below.  Additional  information about
these investments and the special risk factors that apply to them is included in
this Prospectus under "Certain Risk Factors and Investment Methods."

         Fixed  Income  Securities.  The  Portfolio  may invest up to 35% of its
total  assets,  measured  at the time of  investment,  in fixed  income  or debt
securities.  The Portfolio may invest up to 15% of its total assets, measured at
the time of investment, in debt securities that are rated below investment grade
or comparable unrated securities. There is no minimum rating on the fixed income
securities in which the Portfolio may invest.

         Foreign Securities.  The Portfolio may invest up to 10% of the value of
its  total  assets,  measured  at the time of  investment,  in  equity  and debt
securities that are denominated in foreign currencies. There is no limitation on
the percentage of the  Portfolio's  assets that may be invested in securities of
foreign  companies  that are  denominated  in U.S.  dollars.  In  addition,  the
Portfolio  may enter  into  foreign  currency  transactions,  including  forward
foreign currency contracts and options on foreign currencies, to manage currency
risks,  to  facilitate  transactions  in foreign  securities,  and to repatriate
dividend or interest income received in foreign currencies.

         Covered  Call  Options.  The  Portfolio  may try to reduce  the risk of
securities price changes (hedge) or generate income by writing (selling) covered
call options  against  securities  held in its portfolio,  and may purchase call
options in related closing  transactions.  The value of securities against which
options will be written will not exceed 10% of the Portfolio's net assets.

         Temporary Investments. When the Portfolio anticipates unusual market or
other conditions, it may temporarily depart from its objective of capital growth
and invest substantially in high-quality short-term investments. This could help
the Portfolio avoid losses but may mean lost opportunities.


<PAGE>


AST ALGER ALL-CAP GROWTH PORTFOLIO:

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

Principal Investment Policies and Risks:

         The Portfolio invests primarily in equity securities, such as common or
preferred stocks,  that are listed on U.S. exchanges or in the  over-the-counter
market.  The Portfolio  may invest in the equity  securities of companies of all
sizes,  and may  emphasize  either  larger or smaller  companies at a given time
based  on the  Sub-advisor's  assessment  of  particular  companies  and  market
conditions.

         The  Portfolio  invests  primarily in growth  stocks.  The  Sub-advisor
believes that these stocks are those of two types of companies:

o    High Unit Volume Growth  Companies.  Vital  creative  companies  that offer
     goods or services to a rapidly  expanding  marketplace.  They  include both
     established and emerging firms, offering new or improved products, or firms
     simply fulfilling an increased demand for an existing product line.

o    Positive Life Cycle Change Companies. Companies experiencing a major change
     that is expected to produce advantageous  results.  These changes may be as
     varied as new  management,  products  or  technologies,  restructurings  or
     reorganizations, or mergers and acquisitions.

         As with any fund investing primarily in equity securities, the value of
the  securities  held  by the  Portfolio  may  decline.  These  declines  can be
substantial.  In  addition,  the growth  stocks in which the  Portfolio  invests
primarily tend to fluctuate in price more than other types of stocks.  Prices of
growth stocks tend to be higher in relation to their  companies'  earnings,  and
may be more sensitive to market,  political and economic developments than other
stocks.  The  Portfolio's  level of risk  will vary  based  upon the size of the
companies  it  invests in at a given  time.  To the  extent  that the  Portfolio
emphasizes small-cap stocks, it will be subject to a level of risk higher than a
fund investing primarily in more conservative "large-cap" stocks.

Other Investments:

         In addition to investing in common and preferred stocks,  the Portfolio
may invest in securities convertible into or exchangeable for equity securities,
including  warrants and rights.  The Portfolio may invest up to 20% of its total
assets in foreign securities. (American Depositary Receipts or other U.S. dollar
denominated   securities  of  foreign   issuers  are  not  subject  to  the  20%
limitation.)

         The Fund may  purchase  put and call  options and write  (sell) put and
covered call options on securities and securities indices to increase gain or to
hedge against the risk of unfavorable price movements.  However, the Sub-advisor
does not currently intend to rely on these option strategies extensively,  if at
all.  The  Portfolio  may purchase and sell stock index  futures  contracts  and
options on stock index futures  contracts.  The  Portfolio  may sell  securities
"short against the box."

         An additional  discussion of these types of investments and their risks
is  included in this  Prospectus  under  "Certain  Risk  Factors and  Investment
Methods."

         Temporary  Investments.  The  Portfolio  may  invest  up to 100% of its
assets in cash,  commercial  paper,  high-grade  bonds or cash  equivalents  for
temporary  defensive reasons if the Sub-advisor  believes that adverse market or
other  conditions  warrant.  This is to attempt to protect the Portfolio  from a
temporary  unacceptable  risk of loss.  However,  while  the  Portfolio  is in a
defensive  position,  the  opportunity  to achieve its  investment  objective of
long-term capital growth will be limited.


<PAGE>


AST JANCAP GROWTH PORTFOLIO:

Investment  Objective:  The  investment  objective  of the  Portfolio is to seek
growth of capital  in a manner  consistent  with the  preservation  of  capital.
Realization  of income is not a  significant  investment  consideration  and any
income realized on the Portfolio's investments, therefore, will be incidental to
the Portfolio's objective.

Principal Investment Policies and Risks:

         The  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 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.

         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   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  it invests in, the  Portfolio is designed for those
who are investing for the long term.

         The Portfolio  generally  intends to purchase  securities for long-term
investment rather than short-term gains.  However,  short-term  transactions may
occur as the result of  liquidity  needs,  securities  having  reached a desired
price or yield,  anticipated changes in interest rates or the credit standing of
an issuer,  or by reason of economic or other  developments  not foreseen at the
time the investment was made.

         Special  Situations.  The Portfolio may invest in "special  situations"
from time to time.  A "special  situation"  arises  when,  in the opinion of the
Sub-advisor,  the  securities  of a particular  company will be  recognized  and
appreciate  in value  due to a  specific  development,  such as a  technological
breakthrough,  management  change or new product at that company.  Investment in
"special  situations"  carries an additional  risk of loss in the event that the
anticipated  development  does  not  occur  or does  not  attract  the  expected
attention.

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 ("junk" bonds).
    -- 25% of its assets in mortgage- and asset-backed securities.
    -- 10% of its assets in zero coupon, pay-in-kind and step coupon
securities (securities that do not, or may not under certain circumstances, make
regular interest payments).

The Portfolio may make short sales "against the box." In addition, the Portfolio
may invest in the  following  types of  securities  and engage in the  following
investment techniques:

         Foreign  Securities.  The  Portfolio  may also  purchase  securities of
foreign  issuers,  including  foreign equity and debt  securities and depositary
receipts.  Foreign securities are selected  primarily on a stock-by-stock  basis
without regard to any defined allocation among countries or geographic  regions.
No more than 25% of the 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 to achieve its investment
objective of capital growth will be limited.


<PAGE>


AST INVESCO EQUITY INCOME PORTFOLIO:

Investment  Objective:  The  investment  objective  of the  Portfolio is to seek
capital growth and current income while following sound investment practices.

Principal Investment Policies and Risks:

         The 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  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  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 decrease  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 to
achieve its investment objective may be limited.


<PAGE>


AST T. ROWE PRICE GLOBAL BOND PORTFOLIO:

Investment  Objective:  The investment  objective of the Portfolio is to provide
high current income and capital growth by investing in high-quality, foreign and
U.S. government bonds.

Principal Investment Policies and Risks:

         To achieve its  objectives,  the Portfolio  will invest at least 65% of
its  total  assets  in  bonds  issued  or  guaranteed  by the  U.S.  or  foreign
governments  or  their  agencies  and  by  foreign  authorities,  provinces  and
municipalities.  Corporate  bonds  of  U.S.  and  foreign  issuers  may  also be
purchased.  The  Portfolio  seeks to  moderate  price  fluctuation  by  actively
managing its maturity structure and currency exposure. The Sub-advisor bases its
investment decisions on fundamental market factors,  currency trends, and credit
quality.  The Portfolio  generally invests in countries where the combination of
fixed-income returns and currency exchange rates appears attractive,  or, if the
currency trend is unfavorable,  where the Sub-advisor believes that the currency
risk can be minimized through hedging.

         Although  the  Portfolio  expects to maintain  an  intermediate-to-long
weighted  average  maturity,  there are no maturity  restrictions on the overall
portfolio or on individual  securities.  The Portfolio may and  frequently  does
engage  in  foreign  currency  transactions  such as  forward  foreign  currency
exchange contracts,  hedging its foreign currency exposure back to the dollar or
against  other  foreign  currencies  ("cross-hedging").   The  Sub-advisor  also
attempts  to  reduce  currency  risks  through   diversification  among  foreign
securities and active management of currency exposures.

         The  Portfolio may also invest up to 20% of its assets in the aggregate
in below  investment-grade,  high-risk  bonds ("junk bonds") and emerging market
bonds.  Some emerging market bonds,  such as Brady Bonds,  may be denominated in
U.S. dollars.

         Like any fixed income fund,  the value of the Portfolio  will fluctuate
in  response  to changes  in market  interest  rates and the  credit  quality of
particular companies.  International fixed income investing,  however,  involves
additional  risks that can increase the potential for losses.  These  additional
risks include  varying  stages of economic and political  development of foreign
countries,  differing regulatory and accounting  standards in non-U.S.  markets,
and higher transaction costs.  Because a substantial  portion of the Portfolio's
investments  are  denominated  in foreign  currencies,  exchange  rates are also
likely to have a significant impact on total Portfolio performance. For example,
a rise in the U.S. dollar's value relative to the Japanese yen will decrease the
U.S.  dollar  value of a Japanese  bond held in the  Portfolio,  even though the
price  of that  bond in yen  remains  unchanged.  Therefore,  because  of  these
currency risks and the risks of investing in foreign securities  generally,  the
Portfolio will involve a greater degree of risk and share price fluctuation than
a fund investing  primarily in domestic fixed income securities,  but ordinarily
will involve less risk than a fund investing exclusively in foreign fixed income
securities.  In addition,  the  Portfolio's  focus on longer maturity bonds will
tend to cause greater fluctuations in value when interest rates change.

         Types  of  Debt  Securities.   The  Portfolio's   investments  in  debt
securities may include  securities  issued or guaranteed by the U.S. and foreign
governments,  their  agencies,   instrumentalities  or  political  subdivisions,
securities issued or guaranteed by supranational  organizations (e.g.,  European
Investment Bank, InterAmerican Development Bank or the World Bank), bank or bank
holding company securities,  foreign and domestic corporate debt securities, and
commercial paper.

         The  Portfolio  may  invest  in  zero  coupon  securities,   which  are
securities  that are purchased at a discount from their face value,  but that do
not make cash interest  payments.  Zero coupon securities are subject to greater
fluctuation  in market  value as a result of changing  interest  rates than debt
obligations that make current cash interest payments.

         The Portfolio  may invest in Brady Bonds,  which are used as a means of
restructuring  the external debt burden of certain emerging  countries.  Even if
the bonds are collateralized,  they are often considered speculative investments
because of the  country's  credit  history or other  factors.  The Portfolio may
purchase the  securities of certain  foreign  investment  funds or trusts called
passive foreign investment companies.  Such trusts have been the only or primary
way to invest in certain countries.  In addition to bearing their  proportionate
share of the Trust's  expenses,  shareholders  will also indirectly bear similar
expenses of such trusts.

         The Portfolio from time to time may invest in  collateralized  mortgage
obligations, asset-backed bonds and debt securities convertible into equities.

         Nondiversified  Investment Company. The Portfolio intends to select its
investments  from a number of country  and market  sectors,  and intends to have
investments in securities of issuers from a minimum of three different countries
(including  the  United  States).   However,   the  Portfolio  is  considered  a
"nondiversified"  investment  company for purposes of the Investment Company Act
of 1940.  As such,  the  Portfolio  may invest more than 5% of its assets in the
fixed-income  securities  of  individual  foreign  governments.   The  Portfolio
generally will not invest more than 5% of its assets in any individual corporate
issuer,   except  with  respect  to  certain   short-term   investments.   As  a
nondiversified  fund, a price decline in any one of the Portfolio's holdings may
have a greater effect on the Portfolio's  value than on the value of a fund that
is more broadly diversified.

Other Investments:

         The Portfolio may buy and sell futures  contracts (and related options)
for a number of reasons  including:  to manage  exposure  to changes in interest
rates,  securities  prices and currency exchange rates; as an efficient means of
adjusting  overall exposure to certain markets;  to earn income;  to protect the
value of  portfolio  securities;  and to adjust the  portfolio's  duration.  The
Portfolio  may purchase or write call and put options on  securities,  financial
indices, and foreign currencies. The Portfolio may invest up to 10% of its total
assets in hybrid  instruments,  which  combine the  characteristics  of futures,
options and securities.

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

         Temporary Investments. To protect against adverse movements of interest
rates,  the  Portfolio  may  invest  without  limit  in  short-term  obligations
denominated  in U.S. and foreign  currencies  such as certain bank  obligations,
commercial paper,  short-term government and corporate  obligations,  repurchase
agreements  and money  market  mutual  funds  managed by the  Sub-advisor.  Cash
reserves also provide  flexibility in meeting  redemptions and paying  expenses.
While the Portfolio is in a defensive  position,  the opportunity to achieve its
investment objective of high current income and capital growth may be limited.


<PAGE>


PORTFOLIO TURNOVER:

         Each  Portfolio  may sell its portfolio  securities,  regardless of the
length  of time  that  they  have  been  held,  if the  Sub-advisor  and/or  the
Investment  Manager determines that it would be in the 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  regularly may regularly have annual
rates of turnover exceeding 100%:

         AST American Century International Growth Portfolio
         AST American Century International Growth Portfolio II
         AST Janus Small-Cap Growth Portfolio
         AST Neuberger Berman Mid-Cap Value Portfolio
         AST JanCap Growth Portfolio
         AST T. Rowe Price Global Bond Portfolio

         A high  rate of  portfolio  turnover  involves  correspondingly  higher
brokerage  commission expenses and other transaction costs, which are borne by a
Portfolio and will reduce its performance.

NET ASSET VALUE:

         The net asset value per share  ("NAV") of each  Portfolio is determined
as of the close of the New York Stock Exchange (the "NYSE")  (normally 4:00 p.m.
Eastern Time) on each day that the NYSE is open for business.  NAV is determined
by dividing the value of a Portfolio's  total assets,  less any liabilities,  by
the number of total shares of that Portfolio outstanding. In general, the assets
of each  Portfolio  are valued on the basis of market  quotations.  However,  in
certain  circumstances  where market quotations are not readily available or are
believed to be  inaccurate,  assets are valued by methods  that are  believed to
accurately reflect their fair value. 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 Portfolio's  investments  may
change on days when shares cannot be purchased or redeemed.

PURCHASE AND REDEMPTION OF SHARES:

         Purchases  of shares  of the  Portfolios  may be made only by  separate
accounts of  Participating  Insurance  Companies  for the  purpose of  investing
assets  attributable to variable  annuity  contracts and variable life insurance
policies  ("contractholders"),  or by qualified plans. The separate  accounts of
the Participating Insurance Companies place orders to purchase and redeem shares
of the Trust based on, among other things,  the amount of premium payments to be
invested  and the amount of surrender  and  transfer  requests to be effected on
that day under the  variable  annuity  contracts  and  variable  life  insurance
policies.  Orders are  effected  on days on which the NYSE is open for  trading.
Orders received before 4:00 P.M. Eastern time are effected at the NAV determined
as of 4:00 P.M.  Eastern Time on that same day.  Orders received after 4:00 P.M.
Eastern Time are effected at the NAV calculated  the next business day.  Payment
for  redemptions  will be made within  seven days after the request is received.
The Trust does not assess any fees,  either when it sells or when it redeems its
securities.  However,  surrender  charges,  mortality  and expense risk fees and
other charges may be assessed by  Participating  Insurance  Companies  under the
variable annuity contracts or variable life insurance policies.  Please refer to
the  prospectuses  for the variable  annuity  contracts  and variable  insurance
policies for further information on these fees.

         As of the date of this  Prospectus,  American  Skandia  Life  Assurance
Corporation  ("ASLAC") and Kemper Investors Life Insurance  Company are the only
Participating Insurance Companies. The profit sharing plan covering employees of
ASLAC and its  affiliates,  which is a retirement  plan qualified  under Section
401(a) of the Internal  Revenue Code of 1986, as amended,  also may directly own
shares of the Trust.  Certain  conflicts  of  interest  may arise as a result of
investment in the Trust by various insurance  companies for the benefit of their
contractholders  and by various  qualified  plans.  These  conflicts could arise
because of differences in the tax treatment of the various investors, because of
actions of the Participating  Insurance Companies and/or the qualified plans, or
other reasons.  The Trust does not currently expect that any material  conflicts
of interest will arise.  Nevertheless,  the Trustees intend to monitor events in
order to identify any material  irreconcilable  conflicts and to determine  what
action,  if any,  should be taken in  response  to such  conflicts.  Should  any
conflict arise that would require a substantial amount of assets to be withdrawn
from the Trust, orderly portfolio management could be disrupted.

MANAGEMENT OF THE TRUST:

Investment   Manager:   American  Skandia  Investment   Services,   Incorporated
("ASISI"), One Corporate Drive, Shelton, Connecticut, acts as Investment Manager
to the Trust.  ASISI has served as Investment  Manager since 1992, and currently
serves as  Investment  Manager to a total of 53  investment  company  portfolios
(including  the  Portfolios  of the Trust).  ASISI is an  indirect  wholly-owned
subsidiary of 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.

         The  Trust's   Investment   Management   Agreements   with  ASISI  (the
"Management  Agreements")  provide  that  ASISI  will  furnish  each  applicable
Portfolio with  investment  advice and  administrative  services  subject to the
supervision of the Board of Trustees and in conformity  with the stated policies
of the applicable Portfolio.  The Investment Manager has engaged Sub-advisors to
conduct the  investment  programs of each  Portfolio,  including  the  purchase,
retention  and  sale  of  portfolio   securities.   The  Investment  Manager  is
responsible for monitoring the activities of the  Sub-advisors  and reporting on
such activities to the Trustees.  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 Trustees.

         The Trust has obtained an exemption  from the  Securities  and Exchange
Commission  that permits ASISI,  subject to approval by the Board of Trustees of
the  Trust,  to  change  sub-advisors  for a  Portfolio  and to  enter  into new
sub-advisory agreements,  without obtaining shareholder approval of the changes.
This  exemption  (which is similar  to  exemptions  granted to other  investment
companies  that are  organized in a similar  manner as the Trust) is intended to
facilitate the efficient supervision and management of the sub-advisors by ASISI
and the Trustees.

Sub-advisors:

         Janus  Capital  Corporation  ("Janus"),  100 Fillmore  Street,  Denver,
Colorado  80206-4923,  serves as Sub-advisor for the AST Janus Small-Cap  Growth
Portfolio  and the AST  JanCap  Growth  Portfolio.  Janus  serves as  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 AST Janus  Small-Cap  Growth  Portfolio is managed by a management team
consisting  of William H.  Bales and  Jonathan  D.  Coleman.  Mr.  Bales and Mr.
Coleman  have  managed  the  Portfolio   since  Janus  became  the   Portfolio's
Sub-advisor in January 1999.  Mr. Bales has been a Portfolio  Manager 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 AST JanCap 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")
(formerly,  Investors Research  Corporation),  American Century Tower, 4500 Main
Street,  Kansas City, Missouri 64111, serves as Sub-advisor for the AST American
Century   International   Growth   Portfolio,   and  the  AST  American  Century
International   Growth   Portfolio  II.  American  Century  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
Portfolios.

         The portfolio  manager  members of the portfolio team  responsible  for
management of the AST American  Century  International  Growth Portfolio and AST
American Century International Growth Portfolio II 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 AST American  Century  International  Growth  Portfolio
since its inception and the AST American Century  International Growth Portfolio
II since American  Century became the Portfolio'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 AST  American  Century
International  Growth  Portfolio  since that time and the AST  American  Century
International  Growth Portfolio II since American Century became the Portfolio'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.

         Neuberger Berman Management Inc. ("NB  Management"),  605 Third Avenue,
New York, NY 10158,  serves as sub-advisor for the AST Neuberger  Berman Mid-Cap
Value Portfolio. NB Management and its predecessor firms have specialized in the
management of mutual funds since 1950. Neuberger Berman, LLC, an affiliate of NB
Management,  acts as a principal  broker in the  purchase  and sale of portfolio
securities for the Portfolios for which it serves as  Sub-advisor,  and provides
NB  Management  with certain  assistance  in the  management  of the  Portfolios
without added cost to the Portfolios or ASISI.  NB Management and its affiliates
manage securities accounts, including mutual funds, that had approximately $54.4
billion of assets as of December 31, 1999.

     The portfolio managers responsible for the day-to-day management of the AST
Neuberger  Berman  Mid-Cap Value  Portfolio are Robert I.  Gendelman and S. Basu
Mullick.  Mr.  Gendelman  has been  managing the  Portfolio  since NB Management
became  the  Portfolio's  Sub-advisor  in May  1998,  and Mr.  Mullick  has been
managing the  Portfolio  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.

         Fred Alger Management,  Inc. ("Alger"),  One World Trade Center,  Suite
9333, New York, New York 10048,  serves as Sub-advisor for the AST Alger All-Cap
Growth  Portfolio.  Alger has been an investment  advisor since 1964,  and as of
December 31, 1999 managed  mutual fund and other assets  totaling  approximately
$17.4 billion.

         The portfolio managers responsible for the management of this Portfolio
are David Alger and Ron  Tartaro.  Both have managed  this  Portfolio  since its
inception.  Mr. Alger has been employed by Alger as Executive Vice President and
Director of Research  since 1971,  and as President  since 1995. Mr. Tartaro has
been employed by Alger since 1990 as a senior research analyst until 1995 and as
a Senior Vice President since 1995.

         INVESCO Funds Group, Inc. ("INVESCO"), 7800 East Union Avenue, P.O. Box
173706, Denver,  Colorado 80217-3706,  serves as Sub-advisor for the AST INVESCO
Equity Income  Portfolio.  INVESCO was  established  in 1932.  AMVESCAP PLC, the
parent of  INVESCO,  is one of the  largest  independent  investment  management
businesses in the world and managed  approximately  $357 billion of assets as of
December 31, 1999.

     The  portfolio  managers  responsible  for  management of the Portfolio are
Charles P. Mayer and Donovan J. (Jerry) Paul. Mr. Mayer has served as Co-Manager
of the Portfolio  since April,  1993. Mr. Mayer began his  investment  career in
1969 and is now a director and senior vice  president  of INVESCO.  From 1993 to
1994, he was vice president of INVESCO. Mr. Paul has served as Co-Manager of the
Portfolio since May 1994. 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.

         Rowe  Price-Fleming  International,  Inc.  ("Price-Fleming"),  100 East
Pratt Street,  Baltimore,  Maryland 21202,  serves as Sub-advisor for the AST T.
Rowe Price  Global Bond  Portfolio.  Price-Fleming  was founded in 1979 and is a
joint  venture  in  which T.  Rowe  Price  Associates,  Inc.  is a  participant.
Price-Fleming  is one of the  world's  largest  international  mutual fund asset
managers with approximately $43 billion under management as of December 31, 1999
in its offices in Baltimore,  London, Tokyo, Hong Kong, Singapore,  Buenos Aires
and Paris.  The Portfolio has an investment  advisory  group that has day-to-day
responsibility  for managing the  Portfolio  and  developing  and  executing the
Portfolio's investment program.

         The  advisory  group for the AST T. Rowe Price  Global  Bond  Portfolio
consists of Peter Askew,  Christopher Rothery and Michael Conelius.  Peter Askew
joined   Price-Fleming  in  1988  and  has  23  years  of  experience   managing
multi-currency fixed-income portfolios. Christopher Rothery joined Price-Fleming
in 1994 and has 11  years of  experience  managing  multi-currency  fixed-income
portfolios. Prior to joining Price-Fleming, he worked with Fleming International
Fixed Income Management Limited.  Michael Conelius joined Price-Fleming in 1995.
Prior to that, he had been with T. Rowe Price since 1988.

Fees and Expenses:

         Investment  Management  Fees. ASISI receives a fee, payable each month,
for the  performance of its services.  ASISI pays each  Sub-advisor a portion of
such fee for the performance of the Sub-advisory  services at no additional cost
to any Portfolio.  The Investment Management fee for each Portfolio will differ,
reflecting  the  differing   objectives,   policies  and  restrictions  of  each
Portfolio. Each Portfolio's fee is accrued daily for the purposes of determining
the sale and redemption price of the Portfolio's  shares. The fees paid to ASISI
for the fiscal  year  ended  December  31,  1999 by each  Portfolio  that was in
operation for that entire fiscal year, stated as a percentage of the Portfolio's
average daily net assets, were as follows:

<TABLE>
<CAPTION>
Portfolio:                                                                               Annual Rate:

<S>                                                                                          <C>
AST American Century International Growth Portfolio:                                         1.00%
AST American Century International Growth Portfolio II:                                      1.00%
AST Janus Small-Cap Growth Portfolio:                                                        0.90%
AST Neuberger Berman Mid-Cap Value Portfolio:                                                0.82%
AST JanCap Growth Portfolio:                                                                 0.87%
AST INVESCO Equity Income Portfolio:                                                         0.75%
AST T. Rowe Price Global Bond Portfolio:                                                     0.80%
</TABLE>

         The  investment  management  fee rate for the AST Alger All-Cap  Growth
Portfolio, which commenced operations in January 2000, is an annual rate of .95%
of the average daily net assets of the Portfolio.

         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 Trust's
SAI under "Investment Advisory and Other Services."

         Other  Expenses.  In  addition  to  Investment  Management  fees,  each
Portfolio pays other  expenses,  including costs incurred in connection with the
maintenance  of  its  securities   law   registrations,   printing  and  mailing
prospectuses and statements of additional  information to shareholders,  certain
office and financial accounting services,  taxes or governmental fees, brokerage
commissions, custodial, transfer and shareholder servicing agent costs, expenses
of outside  counsel and  independent  accountants,  preparation  of  shareholder
reports and expenses of trustee and shareholder meetings. The Trust may also pay
Participating Insurance Companies for printing and delivery of certain documents
(including prospectuses, semi-annual and annual reports and any proxy materials)
to holders of variable  annuity  contracts and variable life insurance  policies
whose assets are invested in the Trust.  Expenses not directly  attributable  to
any  specific  Portfolio  or  Portfolios  are  allocated on the basis of the net
assets of the Portfolios.

         Distribution  Plan.  The Trust has  adopted  a  Distribution  Plan (the
"Distribution  Plan") under Rule 12b-1 under the Investment  Company Act of 1940
to permit American Skandia  Marketing,  Inc. ("ASM"),  an affiliate of ASISI, to
receive  brokerage  commissions  in  connection  with  purchases  and  sales  of
securities held by the Portfolios,  and to use these  commissions to promote the
sale of shares of the Portfolios.  Under the Distribution Plan, transactions for
the purchase and sale of  securities  for a Portfolio 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 ASM for "introducing"
transactions  to the  clearing  broker.  In turn,  ASM  will  use the  brokerage
commissions    received    as   an    introducing    broker   to   pay   various
distribution-related expenses, such as advertising, printing of sales materials,
and payments to dealers. No Portfolio will pay any new fees or charges resulting
from the  Distribution  Plan, nor is it expected that the brokerage  commissions
paid by a  Portfolio  will  increase  as the  result  of  implementation  of the
Distribution Plan.

TAX MATTERS:

         Each  Portfolio  intends  to  distribute   substantially  all  its  net
investment income.  Dividends from investment income are expected to be declared
and distributed  annually (except in the case of the AST Money Market Portfolio,
where dividends will be declared daily and paid monthly),  although the Trustees
of the Trust may decide to declare dividends at other intervals.  Similarly, any
net  realized  long- and  short-term  capital  gains of each  Portfolio  will be
declared and  distributed at least annually  either during or after the close of
the Portfolio's fiscal year.  Distributions will be made to the various separate
accounts of the Participating Insurance Companies and to qualified plans (not to
holders of variable insurance  contracts or to plan participants) in the form of
additional  shares (not in cash). The result is that the investment  performance
of the  Portfolios,  either in the form of dividends or capital  gains,  will be
reflected in the value of the variable contracts or the qualified plans.

         Holders of  variable  annuity  contracts  or  variable  life  insurance
policies  should  consult the  prospectuses  of their  respective  contracts  or
policies for information on the federal income tax consequences to such holders,
and  plan  participants   should  consult  any  applicable  plan  documents  for
information  on the federal income tax  consequences  to such  participants.  In
addition,  variable  contract owners and qualified plan participants may wish to
consult with their own tax advisors as to the tax consequences of investments in
the Trust, including the application of state and local taxes.


<PAGE>















                  This page has been intentionally left blank.


<PAGE>



FINANCIAL  HIGHLIGHTS:  The financial  highlights  table is intended to help you
understand the  Portfolios'  financial  performance for the past five years (or,
for  Portfolios  that have not been in  operation  for five  years,  since their
inceptions).  Certain  information  reflects  financial  results  for  a  single
Portfolio  share.  The total  returns  in the table  represent  the rate that an
investor  would have earned or lost in a  Portfolio.  The  information  has been
audited by Deloitte & Touche LLP, the Trust's independent  auditors.  The report
of the independent  auditors,  along with the Portfolios'  financial statements,
are included in the annual reports of the separate accounts funding the variable
annuity  contracts and variable  life  insurance  policies,  which are available
without  charge  upon  request  to the Trust at One  Corporate  Drive,  Shelton,
Connecticut or by calling (800) 752-6342.  No financial  information is included
for the AST Alger All-Cap Growth Portfolio,  which had not commenced  operations
prior to January 1, 2000.

<TABLE>
<CAPTION>
                                                          INCREASE (DECREASE) FROM
                                                           INVESTMENT OPERATIONS             LESS DISTRIBUTIONS
                                            ----------------------------------------  ----------------------------------

                               NET ASSET       NET                                                                         NET ASSET
                    YEAR        VALUE      INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET   FROM NET                     VALUE
                    ENDED      BEGINNING     INCOME    & UNREALIZED    INVESTMENT   INVESTMENT  REALIZED      TOTAL           END
PORTFOLIO        DECEMBER 31,   OF PERIOD    (LOSS)       GAIN (LOSS)   OPERATIONS   INCOME      GAINS     DISTRIBUTIONS   OF PERIOD
- ---------        ------------   ---------    --------     -----------   ----------   ------      -----     -------------   ---------

<S>                   <C>        <C>           <C>         <C>          <C>              <C>    <C>          <C>            <C>
AST JanCap Growth     1999       $37.00        $0.05       $19.65       $19.70           $--    $(1.49)      $(1.49)        $55.21
                      1998        23.15         0.04        15.10        15.14        (0.08)     (1.21)       (1.29)         37.00
                      1997        18.79         0.06         5.16         5.22        (0.05)     (0.81)       (0.86)         23.15
                      1996        15.40         0.02         4.19         4.21        (0.02)     (0.80)       (0.82)         18.79
                      1995        11.22         0.06         4.18         4.24        (0.06)         --       (0.06)         15.40

AST Neuberger Berman  1999       $13.16        $0.10        $0.60        $0.70       $(0.24)    $(0.30)      $(0.54)        $13.32
Mid-Cap Value**       1998        15.15         0.21       (0.52)       (0.31)        (0.36)     (1.32)       (1.68)         13.16
                      1997        12.83         0.32         2.87         3.19        (0.36)     (0.51)       (0.87)         15.15
                      1996        11.94         0.36         0.97         1.33        (0.44)         --       (0.44)         12.83
                      1995         9.87         0.40         2.09         2.49        (0.42)         --       (0.42)         11.94

AST INVESCO Equity    1999       $17.50        $0.36        $1.61          $1.97      (0.32)    $(0.50)      $(0.82)        $18.65
Income                1998        16.51         0.31         1.81           2.12      (0.32)     (0.81)       (1.13)         17.50
                      1997        13.99         0.31         2.84           3.15      (0.26)     (0.37)       (0.63)         16.51
                      1996        12.50         0.27         1.79           2.06      (0.24)     (0.33)       (0.57)         13.99
                      1995         9.75         0.25         2.65           2.90      (0.15)         --       (0.15)         12.50

AST Janus Small-Cap   1999       $17.61      $(0.03)       $25.03         $25.00         $--        $--          $--        $42.61
Growth***             1998        17.81       (0.08)         0.73           0.65          --     (0.85)       (0.85)         17.61
                      1997        16.80       (0.05)         1.06           1.01          --         --           --         17.81
                      1996        14.25       (0.03)         2.85           2.82          --     (0.27)       (0.27)         16.80
                      1995        10.84       (0.04)         3.54           3.50      (0.09)         --       (0.09)         14.25

AST American Century  1999       $13.39        $0.06        $3.95          $4.01     $(0.09)    $(0.64)      $(0.73)        $16.67
International Growth II+1998      12.09         0.08         1.59           1.67      (0.14)     (0.23)       (0.37)         13.39
                      1997        12.07         0.09         0.08           0.17      (0.07)     (0.08)       (0.15)         12.09
                      1996        10.65         0.06         1.44           1.50      (0.08)         --       (0.08)         12.07
                      1995         9.62         0.07         0.99           1.06      (0.01)     (0.02)       (0.03)         10.65

AST T. Rowe Price     1999       $11.46        $0.33      $(1.25)        $(0.92)     $(0.71)    $(0.23)      $(0.94)         $9.60
Global Bond++         1998        10.11         0.52         0.94           1.46      (0.03)     (0.08)       (0.11)         11.46
                      1997        10.90         0.20       (0.57)         (0.37)      (0.16)     (0.26)       (0.42)         10.11
                      1996        10.60         0.23         0.38           0.61      (0.14)     (0.17)       (0.31)         10.90
                      1995         9.68         0.31         0.75           1.06      (0.14)         --       (0.14)         10.60

AST American Century  1999       $13.66      $(0.04)        $8.88          $8.84         $--    $(0.10)      $(0.10)        $22.40
International Growth  1998        11.52         0.03         2.12           2.15      (0.01)         --       (0.01)         13.66
                      1997(4)     10.00       (0.03)         1.55           1.52          --         --           --         11.52
</TABLE>

- --------------------------------------------------------------------------------
(1) Annualized.
(4) Commenced operations on January 2, 1997.
* For 1999, includes  commissions  received by American Skandia Marketing,  Inc.
under the Trust's  Distribution  Plan,  as  described in this  Prospectus  under
"Management  of the  Trust  -  Distribution  Plan".
** Prior to May 1, 1998, Federated  Investment  Counseling served as Sub-advisor
to the AST Neuberger  Berman Mid-Cap Value  Portfolio  (formerly,  the Federated
Utility  Income  Portfolio).  Neuberger  Berman  Management  Inc.  has served as
Sub-advisor to the Portfolio since May 1, 1998.
***  Prior  to  January  1,  1999,  Founders  Asset  Management  LLC  served  as
Sub-advisor  to the AST Janus  Small-Cap  Growth Fund  (formerly,  the  Founders
Capital  Appreciation  Portfolio).  Janus  Capital  Corporation  has  served  as
Sub-advisor to the Portfolio since January 1, 1999.
+ Prior  to May 1,  2000,  Rowe  Price-Fleming  International,  Inc.  served  as
Sub-advisor  to the AST  American  Century  International  Growth  Portfolio  II
(formerly,  the AST T. Rowe  Price  International  Equity  Portfolio).  American
Century Investment  Management,  Inc. has served as Sub-advisor to the Portfolio
since May 1, 2000.
++ Prior to May 1, 2000,  the AST T. Rowe Price Global Bond  Portfolio was known
as the AST T. Rowe Price International Bond Portfolio.



<PAGE>











<TABLE>
<CAPTION>
                                                                            RATIOS OF EXPENSES
               SUPPLEMENTAL DATA                                           TO AVERAGE NET ASSETS*
    --------------------------------------------                   ------------------------------
                                                                 AFTER ADVISORY       BEFORE ADVISORY         RATIO OF NET
                NET ASSETS AT            PORTFOLIO                 FEE WAIVER           FEE WAIVER         INVESTMENT INCOME
TOTAL           END OF PERIOD            TURNOVER                  AND EXPENSE          AND EXPENSE         (LOSS) TO AVERAGE
RETURN            (IN 000'S)               RATE                  REIMBURSEMENT         REIMBURSEMENT            NET ASSETS
- ------            ----------               ----                  -------------         -------------            ----------

<S>            <C>                           <C>                       <C>                  <C>                    <C>
55.01%         $5,923,778                    35%                       1.00%                1.04%                  0.12%
68.26%          3,255,658                    42%                       1.02%                1.04%                  0.16%
28.66%          1,511,602                    94%                       1.07%                1.08%                  0.24%
28.36%            892,324                    79%                       1.10%                1.10%                  0.25%
37.98%            431,321                   113%                       1.12%                1.12%                  0.51%

 5.67%           $664,383                   176%                       1.13%                1.13%                  0.39%
(2.33%)           271,968                   208%                       1.05%                1.05%                  1.83%
26.42%            201,143                    91%                       0.90%                0.90%                  3.34%
11.53%            123,138                    81%                       0.93%                0.93%                  3.14%
26.13%            107,399                    71%                       0.93%                0.93%                  4.58%

11.74%         $1,048,064                    76%                       0.93%                0.93%                  2.10%
13.34%            831,482                    67%                       0.93%                0.93%                  2.17%
23.33%            602,105                    73%                       0.95%                0.95%                  2.54%
17.09%            348,680                    58%                       0.98%                0.98%                  2.83%
30.07%            176,716                    89%                       0.98%                0.98%                  3.34%

141.96%        $1,443,211                   116%                       1.08%                1.08%                (0.46%)
  3.49%           285,847                   100%                       1.12%                1.12%                (0.53%)
  6.01%           278,258                    77%                       1.13%                1.13%                (0.32%)
20.05%            220,068                    69%                       1.16%                1.16%                (0.38%)
32.56%             90,460                    68%                       1.22%                1.22%                (0.28%)

31.95%           $516,824                    29%                       1.26%                1.26%                  0.47%
14.03%            472,161                    32%                       1.25%                1.25%                  0.60%
 1.36%            464,456                    19%                       1.26%                1.26%                  0.71%
14.17%            402,559                    11%                       1.30%                1.30%                  0.84%
11.09%            195,667                    17%                       1.33%                1.33%                  1.03%

(8.33%)          $138,144                   106%                       1.11%                1.11%                  3.51%
14.72%            147,973                   136%                       1.11%                1.11%                  4.78%
(3.42%)           130,408                   173%                       1.11%                1.11%                  4.73%
 5.98%             98,235                   241%                       1.21%                1.21%                  5.02%
11.10%             45,602                   325%                       1.53%                1.53%                  6.17%

65.20%           $154,226                   112%                        1.50%                1.50%                  (0.32%)
18.68%             77,733                   220%                        1.65%                1.65%                  0.10%
15.10%             33,125                   171%                        1.75%(1)             1.75%(1)
(0.58%)(1)

- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>




CERTAIN RISK FACTORS AND INVESTMENT METHODS:

         The following is a description  of certain  securities  and  investment
methods  that the  Portfolios  may  invest in or use,  and  certain of the risks
associated with such securities and investment  methods.  The primary investment
focus of each  Portfolio  is described  above under  "Investment  Objective  and
Policies"  and an investor  should refer to that  section to obtain  information
about each Portfolio. In general, whether a particular Portfolio may invest in a
specific type of security or use an investment  method is described  above or in
the  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
Portfolios.

DERIVATIVE INSTRUMENTS:

         To the extent permitted by the investment  objectives and policies of a
Portfolio,  a Portfolio may invest in securities and other  instruments that are
commonly  referred to as "derivatives."  For instance,  a Portfolio may purchase
and write  (sell) call and put  options on  securities,  securities  indices and
foreign  currencies,  enter into  futures  contracts  and use options on futures
contracts,  and enter into swap agreements  with respect to foreign  currencies,
interest rates, and securities indices. In general,  derivative  instruments are
securities  or other  instruments  whose value is derived from or related to the
value of some other instrument or asset.

         There are many  types of  derivatives  and many  different  ways to use
them. Some derivatives and derivative strategies involve very little risk, while
others  can be  extremely  risky and can lead to losses in excess of the  amount
invested in the  derivative.  A Portfolio may use  derivatives  to hedge against
changes in interest rates, foreign currency exchange rates or securities prices,
to generate  income,  as a low cost method of gaining  exposure to a  particular
securities market without investing  directly in those securities,  or for other
reasons.

         The use of these strategies  involves certain special risks,  including
the risk that the price movements of derivative  instruments will not correspond
exactly with those of the investments from which they are derived.  In addition,
strategies involving derivative instruments that are intended to reduce the risk
of loss can also  reduce  the  opportunity  for  gain.  Furthermore,  regulatory
requirements  for a Portfolio to set aside assets to meet its  obligations  with
respect to  derivatives  may result in a Portfolio  being  unable to purchase or
sell securities when it would otherwise be favorable to do so, or in a Portfolio
needing to sell  securities at a  disadvantageous  time. A Portfolio may also be
unable  to  close  out its  derivatives  positions  when  desired.  There  is no
assurance  that a Portfolio  will  engage in  derivative  transactions.  Certain
derivative  instruments  and some of their  risks are  described  in more detail
below.

         Options.  Most of the  Portfolios  may purchase or write (sell) call or
put options on securities,  financial indices or currencies. The purchaser of an
option on a security or currency obtains the right to purchase (in the case of a
call option) or sell (in the case of a put option) the security or currency at a
specified price within a limited period of time. Upon exercise by the purchaser,
the  writer  (seller)  of the  option  has the  obligation  to buy or  sell  the
underlying  security at the exercise price.  An option on a securities  index is
similar to an option on an  individual  security,  except  that the value of the
option  depends on the value of the  securities  comprising  the index,  and all
settlements are made in cash.

         A Portfolio  will pay a premium to the party writing the option when it
purchases an option.  In order for a call option  purchased by a Portfolio to be
profitable,  the market price of the underlying  security must rise sufficiently
above the  exercise  price to cover the  premium  and other  transaction  costs.
Similarly,  in order for a put option to be profitable,  the market price of the
underlying security must decline  sufficiently below the exercise price to cover
the premium and other transaction costs.

         Generally,  the  Portfolios  will write call  options  only if they are
covered (i.e., the Fund owns the security subject to the option or has the right
to acquire it without  additional  cost). By writing a call option,  a Portfolio
assumes the risk that it may be required to deliver a security for a price lower
than its  market  value at the time the  option  is  exercised.  Effectively,  a
Portfolio  that writes a covered call option gives up the  opportunity  for gain
above the  exercise  price should the market  price of the  underlying  security
increase,  but  retains  the risk of loss  should  the  price of the  underlying
security  decline.  A  Portfolio  will write  call  options in order to obtain a
return from the premiums  received  and will retain the premiums  whether or not
the options are exercised,  which will help offset a decline in the market value
of the  underlying  securities.  A Portfolio  that writes a put option  likewise
receives a premium, but assumes the risk that it may be required to purchase the
underlying security at a price in excess of its current market value.

         A Portfolio may sell an option that it has previously  purchased  prior
to the purchase or sale of the underlying  security.  Any such sale would result
in a gain or loss  depending on whether the amount  received on the sale is more
or less than the  premium  and other  transaction  costs paid on the  option.  A
Portfolio  may  terminate  an option it has written by  entering  into a closing
purchase  transaction  in which it purchases an option of the same series as the
option written.

         Futures  Contracts  and Related  Options.  Each  Portfolio  (except AST
Neuberger  Berman  Mid-Cap  Value  Portfolio  and the AST INVESCO  Equity Income
Portfolio) may enter into financial futures  contracts and related options.  The
seller of a futures  contract  agrees to sell the securities or currency  called
for in the contract and the buyer agrees to buy the  securities or currency at a
specified  price at a specified  future time.  Financial  futures  contracts may
relate to securities  indices,  interest  rates or foreign  currencies.  Futures
contracts  are usually  settled  through net cash  payments  rather than through
actual delivery of the securities  underlying the contract.  For instance,  in a
stock index futures contract,  the two parties agree to take or make delivery of
an  amount of cash  equal to a  specified  dollar  amount  times the  difference
between the stock index value when the contract  expires and the price specified
in the  contract.  A  Portfolio  may use  futures  contracts  to  hedge  against
movements in securities prices, interest rates or currency exchange rates, or as
an efficient way to gain exposure to these markets.

         An option on a futures  contract  gives the  purchaser  the  right,  in
return  for the  premium  paid,  to assume a  position  in the  contract  at the
exercise  price at any time  during  the life of the  option.  The writer of the
option is required upon exercise to assume the opposite position.

         Under regulations of the Commodity Futures Trading Commission ("CFTC"),
no Portfolio will:

         (i) purchase or sell  futures or options on futures  contracts or stock
indices for purposes  other than bona fide hedging  transactions  (as defined by
the CFTC) if as a result the sum of the initial  margin  deposits  and  premiums
required to establish positions in futures contracts and related options that do
not fall within the definition of bona fide hedging transactions would exceed 5%
of the fair market value of each Portfolio's net assets; and

         (ii) enter into any futures  contracts if the aggregate  amount of that
Portfolio'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  Portfolio'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 Portfolio against
potential  adverse  movements  in the  relevant  financial  markets  using these
instruments,  and such  markets  do not  move in the  predicted  direction,  the
Portfolio could be left in a less favorable position than if such strategies had
not been used. A Portfolio'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 Portfolio  differ from the composition of
the relevant index.  These  instruments may not have a liquid secondary  market.
Option positions established in the over-the-counter  market may be particularly
illiquid and may also  involve the risk that the other party to the  transaction
fails to meet its obligations.

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 and auditing and financial reporting standards, practices and
requirements  comparable  to  those  applicable  to  domestic  issuers.  In some
countries,  there may also be the possibility of  expropriation  or confiscatory
taxation,  difficulty in enforcing contractual and other obligations,  political
or social  instability  or  revolution,  or diplomatic  developments  that could
affect investments in those countries.

         Securities of some foreign issuers are less liquid and their prices are
more volatile than securities of comparable domestic issuers. Further, it may be
more difficult for the Trust'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.  For example,  securities  that are
traded in foreign  markets may trade on days (such as Saturday or Holidays) when
a Portfolio does not compute its price or accept purchase or redemption  orders.
As a result,  a shareholder may not be able to act on developments  taking place
in foreign countries as they occur.

         American  Depositary  Receipts ("ADRs"),  European  Depositary Receipts
("EDRs"),  Global Depositary  Receipts  ("GDRs"),  and International  Depositary
Receipts ("IDRs"). ADRs are U.S. dollar-denominated receipts generally issued by
a domestic bank evidencing its ownership of a security of a foreign issuer. ADRs
generally are publicly traded in the United States.  ADRs are subject to many of
the same risks as direct investments in foreign  securities,  although ownership
of ADRs may reduce or eliminate  certain risks associated with holding assets in
foreign  countries,  such as the risk of expropriation.  EDRs, GDRs and IDRs are
receipts similar to ADRs that typically trade in countries other than the United
States.

         Depositary receipts may be issued as sponsored or unsponsored programs.
In sponsored  programs,  the issuer makes  arrangements  to have its  securities
traded as depositary receipts.  In unsponsored  programs,  the issuer may not be
directly involved in the program.  Although regulatory requirements with respect
to sponsored  and  unsponsored  programs are generally  similar,  the issuers of
unsponsored   depositary   receipts  are  not  obligated  to  disclose  material
information in the United States and, therefore,  the import of such information
may not be reflected in the market value of such securities.

         Developing Countries.  Although none of the Portfolios invest primarily
in securities of issuers in developing  countries,  many of the Funds may invest
in these  securities  to some  degree.  Many of the risks  described  above with
respect to investing  in foreign  issuers are  accentuated  when the issuers are
located in developing countries.  Developing countries may be politically and/or
economically unstable, and the securities markets in those countries may be less
liquid  or  subject  to  inadequate   government   regulation  and  supervision.
Developing  countries have often  experienced high rates of inflation or sharply
devalued  their  currencies  against  the  U.S.  dollar,  causing  the  value of
investments in companies  located in these  countries to decline.  Securities of
issuers in  developing  countries  may be more volatile and, in the case of debt
securities, more uncertain as to payment of interest and principal.  Investments
in developing  countries may include  securities created through the Brady Plan,
under which certain heavily-indebted countries have restructured their bank debt
into bonds.

         Currency  Fluctuations.   Investments  in  foreign  securities  may  be
denominated  in  foreign  currencies.  The  value of a  Portfolio's  investments
denominated in foreign currencies may be affected,  favorably or unfavorably, by
exchange rates and exchange control regulations.  A Portfolio's share price may,
therefore,  also be  affected  by changes in currency  exchange  rates.  Foreign
currency  exchange  rates  generally are  determined by the forces of supply and
demand in foreign exchange markets, including perceptions of the relative merits
of investment in different  countries,  actual or perceived  changes in interest
rates or other complex  factors.  Currency  exchange  rates also can be affected
unpredictably by the intervention or the failure to intervene by U.S. or foreign
governments or central banks, or by currency controls or political  developments
in the U.S. or abroad.  In addition,  a Portfolio  may incur costs in connection
with conversions between various currencies.

         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  operational  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 Portfolios.

         Foreign Currency  Transactions.  A Portfolio that invests in securities
denominated  in  foreign  currencies  will need to engage  in  foreign  currency
exchange  transactions.  Such  transactions  may occur on a "spot"  basis at the
exchange  rate  prevailing  at the  time of the  transaction.  Alternatively,  a
Portfolio may enter into forward foreign currency exchange contracts.  A forward
contract  involves an obligation  to purchase or sell a specified  currency at a
specified  future date at a price set at the time of the  contract.  A Portfolio
may enter into a forward  contract  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  Portfolio's  Sub-advisor  believes  that the  currency  of a  particular
country may suffer or enjoy a significant movement compared to another currency,
the Portfolio may enter into a forward contract to sell or buy the first foreign
currency (or a currency that acts as a proxy for such  currency).  This practice
may be referred to as "portfolio hedging." In any event, the precise matching of
the forward contract amounts and the value of the securities  involved generally
will not be  possible.  No  Portfolio  will enter into a forward  contract if it
would be obligated to sell an amount of foreign  currency in excess of the value
of the  Fund's  securities  or other  assets  denominated  in or exposed to that
currency,  or will sell an amount  of proxy  currency  in excess of the value of
securities  denominated  in or exposed to the  related  currency.  The effect of
entering into a forward contract on a Portfolio's 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  Portfolio'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  Portfolios'  investment  policies  and  restrictions,  while others
consider them fixed income securities.) After other claims are satisfied, common
stockholders  participate in company profits on a pro rata basis; profits may be
paid out in dividends or  reinvested  in the company to help it grow.  Increases
and decreases in earnings are usually  reflected in a 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 Portfolios,  including the Portfolios that invest primarily
in equity securities,  may invest to some degree in bonds, notes, debentures and
other obligations of corporations and governments.  Fixed-income  securities are
generally subject to two kinds of risk: credit risk and market risk. Credit risk
relates to the ability of the issuer to meet interest and principal  payments as
they come due. The ratings given a security by 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 Portfolio  assets  invested in lower-rated  securities  generally will
increase the Portfolio's income, but also will increase the credit risk to which
the  Portfolio  is subject.  Market risk  relates to the fact that the prices of
fixed income  securities  generally  will be affected by changes in the level of
interest rates in the markets generally. An increase in interest rates will tend
to reduce the prices of such securities,  while a decline in interest rates will
tend to increase their prices.  In general,  the longer the maturity or duration
of a fixed income  security,  the more its value will  fluctuate with changes in
interest rates.

         Lower-Rated  Fixed  Income  Securities.  Lower-rated  high-yield  bonds
(commonly  known as "junk  bonds")  are those that are rated lower than the four
highest categories by a nationally  recognized  statistical rating  organization
(for example, lower than Baa by 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  Portfolio  find  other  investments,   which,  because  of
intervening  market  changes,  will  often  offer a lower  rate  of  return.  In
addition, the mortgage securities market may be particularly affected by changes
in governmental regulation or tax policies.

         Collateralized Mortgage Obligations (CMOs). CMOs are a type of mortgage
pass-through  security  that are typically  issued in multiple  series with each
series having a different  maturity.  Principal  and interest  payments from the
underlying collateral are first used to pay the principal on the series with the
shortest  maturity;  in turn,  the  remaining  series are paid in order of their
maturities.  Therefore,  depending  on the  type of CMOs  in  which a  Portfolio
invests,  the  investment  may be subject  to greater or lesser  risk than other
types of mortgage-backed securities.

         Stripped   Mortgage-Backed    Securities.    Stripped   mortgage-backed
securities  are  mortgage  pass-through  securities  that have been divided into
interest and principal components.  "IOs" (interest only securities) receive the
interest  payments  on the  underlying  mortgages  while "POs"  (principal  only
securities) receive the principal payments.  The cash flows and yields on IO and
PO classes are extremely  sensitive to the rate of principal payments (including
prepayments)  on the underlying  mortgage  loans.  If the  underlying  mortgages
experience higher than anticipated prepayments,  an investor in an IO class of a
stripped   mortgage-backed  security  may  fail  to  recoup  fully  its  initial
investment,  even if the IO class is highly  rated or is derived from a security
guaranteed by the U.S. Government. Conversely, if the underlying mortgage assets
experience slower than anticipated prepayments,  the price on a PO class will be
affected more severely than would be the case with a traditional mortgage-backed
security.  Unlike other fixed-income and other mortgage-backed  securities,  the
value of IOs tends to move in the same direction as interest rates.

ASSET-BACKED SECURITIES:

         Asset-backed   securities   conceptually   are   similar  to   mortgage
pass-through  securities,  but they are secured by and payable from  payments on
assets such as credit card,  automobile or trade loans,  rather than  mortgages.
The credit quality of these securities depends primarily upon the quality of the
underlying  assets and the level of credit support or enhancement  provided.  In
addition,  asset-backed  securities involve prepayment risks that are similar in
nature to those of mortgage pass-through securities.

CONVERTIBLE SECURITIES AND WARRANTS:

         Certain  of  the  Portfolios  may  invest  in  convertible  securities.
Convertible  securities are bonds,  notes,  debentures and preferred stocks that
may be converted into or exchanged for shares of common stock.  Many convertible
securities  are rated below  investment  grade because they fall below  ordinary
debt  securities  in order of  preference  or priority on the  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 Portfolios  (other than the AST Alger All-Cap Growth Portfolio) may
purchase  securities on a when-issued,  delayed-delivery  or forward  commitment
basis.  These  transactions  generally  involve the purchase of a security  with
payment and delivery due at some time in the future.  A Portfolio  does not earn
interest on such securities  until settlement and bears the risk of market value
fluctuations  in between the purchase and settlement  dates. If the seller fails
to complete the sale,  the Fund may lose the  opportunity  to obtain a favorable
price and yield. While the Portfolios will generally engage in such when-issued,
delayed-delivery and forward commitment transactions with the intent of actually
acquiring the  securities,  a Portfolio may sometimes sell such a security prior
to the settlement date.

                  Certain   Portfolios   may   also   sell   securities   on   a
delayed-delivery  or forward commitment basis. If the Portfolio does so, it will
not participate in future gains or losses on the security. If the other party to
such a transaction fails to pay for the securities, the Portfolio could suffer a
loss.

ILLIQUID AND RESTRICTED SECURITIES:

         Subject to  guidelines  adopted  by the  Trustees  of the  Trust,  each
Portfolio  may  invest  up to 15% of its  net  assets  in  illiquid  securities.
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 Portfolio
may find it difficult to sell illiquid  securities at the time  considered  most
advantageous  by its  Sub-advisor  and may  incur  expenses  that  would  not be
incurred in the sale of securities that were freely marketable.

         Certain securities that would otherwise be considered  illiquid because
of legal  restrictions  on  resale to the  general  public  may be traded  among
qualified  institutional  buyers under Rule 144A of the  Securities Act of 1933.
These Rule 144A securities, and well as commercial paper that is sold in private
placements under Section 4(2) of the Securities Act, may be deemed liquid by the
Portfolio's  Sub-advisor  under the  guidelines  adopted by the  Trustees of the
Trust.  However,  the  liquidity  of a  Portfolio's  investments  in  Rule  144A
securities could be impaired if trading does not develop or declines.

REPURCHASE AGREEMENTS:

         Each  Portfolio  may  enter  into  repurchase  agreements.   Repurchase
agreements are agreements by which a Portfolio  purchases a security and obtains
a  simultaneous  commitment  from the seller to  repurchase  the  security at an
agreed upon price and date.  The resale price is in excess of the purchase price
and  reflects an agreed upon  market  rate  unrelated  to the coupon rate on the
purchased security.  Repurchase  agreements must be fully collateralized and can
be entered into only with  well-established  banks and broker-dealers  that have
been  deemed  creditworthy  by  the  Sub-advisor.  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 Portfolio's limit on illiquid securities.

         A Portfolio  that enters into a repurchase  agreement may lose money in
the event that the other party  defaults on its  obligation and the Portfolio is
delayed or prevented  from disposing of the  collateral.  A Portfolio also might
incur a loss if the value of the collateral  declines,  and it might incur costs
in selling the collateral or asserting its legal rights under the agreement.  If
a defaulting  seller filed for  bankruptcy or became  insolvent,  disposition of
collateral might be delayed pending court action.

REVERSE REPURCHASE AGREEMENTS:

         Certain  Portfolios  (specifically,  the  AST  Janus  Small-Cap  Growth
Portfolio,  the AST Neuberger Berman Mid-Cap Value Portfolio, and the AST JanCap
Growth  Portfolio) may enter into reverse  repurchase  agreements.  In a reverse
repurchase  agreement,  a Portfolio  sells a portfolio  instrument and agrees to
repurchase  it at an agreed upon date and price,  which  reflects  an  effective
interest  rate.  It may also be viewed as a borrowing of money by the  Portfolio
and, like borrowing  money,  may increase  fluctuations  in a Portfolio's  share
price. When entering into a reverse repurchase  agreement,  a Portfolio must set
aside on its books cash or other liquid  assets in an amount  sufficient to meet
its repurchase obligation.

BORROWING:

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


<PAGE>


LENDING PORTFOLIO SECURITIES:

         Each Portfolio may lend securities with a value of up to 33 1/3% of its
total  assets to  broker-dealers,  institutional  investors,  or others  for the
purpose of  realizing  additional  income.  Voting  rights on loaned  securities
typically pass to the borrower,  although a Portfolio has the right to terminate
a securities  loan,  usually  within three  business  days,  in order to vote on
significant  matters  or  for  other  reasons.  All  securities  loans  will  be
collateralized by cash or securities issued or guaranteed by the U.S. Government
or its  agencies  at least  equal in value  to the  market  value of the  loaned
securities.  Nonetheless,  lending securities involves certain risks,  including
the risk that the Portfolio  will be delayed or prevented  from  recovering  the
collateral if the borrower fails to return a loaned security.

OTHER INVESTMENT COMPANIES:

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

SHORT SALES "AGAINST THE BOX":

         While none of the Portfolios will make short sales  generally,  the AST
American  Century  International  Growth  Portfolio,  the AST  American  Century
International Growth Portfolio II, the AST Janus Small-Cap Growth Portfolio, the
AST JanCap Growth  Portfolio,  and the AST INVESCO  Equity Income  Portfolio may
make short  sales  "against  the box." A short  sale  against  the box  involves
selling a security that the Portfolio  owns, or has the right to obtain  without
additional  costs,  for delivery at a specified date in the future.  A Portfolio
may make a short sale against the box to hedge against  anticipated  declines in
the market  price of a portfolio  security.  If the value of the  security  sold
short increases  instead,  the Portfolio loses the opportunity to participate in
the gain.

YEAR 2000 RISKS:

         Many  services  provided  to  the  Trust  and  its  Portfolios  by  the
Investment  Manager,  the Sub-advisors,  and the Trust'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 effect on the Portfolios'
investments or on global markets or economies generally.  The Investment Manager
and the Trust are  continuing  to  monitor  the Year 2000  Issue in an effort to
confirm that no disruptions in the services provided to the Trust take place.


<PAGE>


Mailing Address

American Skandia Trust
One Corporate Drive
Shelton, CT 06484

Investment Manager

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

Sub-Advisors

American Century Investment Management, Inc.
Fred Alger Management, Inc.
INVESCO Funds Group, Inc.
Janus Capital Corporation
Neuberger Berman Management Inc.
Rowe Price-Fleming International, Inc.

Custodians

PFPC Trust Company

Airport Business Center, International Court 2
200 Stevens Drive
Philadelphia, PA 19113

The Chase Manhattan Bank
One Pierrepont Plaza
Brooklyn, NY 11201

Administrator

Transfer and Shareholder Servicing Agent
PFPC Inc.
103 Bellevue Parkway
Wilmington, DE 19809

Independent Accountants

Deloitte & Touche LLP
Two World Financial Center
New York, NY 10281

Legal Counsel

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


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INVESTOR INFORMATION SERVICES:

         Shareholder  inquiries  should be made by calling (800)  752-6342 or by
writing  to  the  American  Skandia  Trust  at  One  Corporate  Drive,  Shelton,
Connecticut 06484.

         Additional  information about the Portfolios is included in a Statement
of  Additional  Information,  which  is  incorporated  by  reference  into  this
Prospectus.   Additional  information  about  the  Portfolios'   investments  is
available in the annual and semi-annual  reports to holders of variable  annuity
contracts and variable life insurance policies.  In the annual reports, you will
find a  discussion  of the market  conditions  and  investment  strategies  that
significantly affected each Portfolio'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 the 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. 811-5186


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