AMERICAN SKANDIA TRUST
485BPOS, 2000-10-10
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                                                               File No. 33-24962
                                                 Investment Company No. 811-5186


    As filed with the Securities and Exchange Commission on October 10, 2000


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM N-1A

             Registration Statement under The Securities Act of 1933


                         Post-Effective Amendment No. 37


         Registration Statement under The Investment Company Act of 1940


                                Amendment No. 39


                             AMERICAN SKANDIA TRUST

               (Exact Name of Registrant as Specified in Charter)

                 One Corporate Drive, Shelton, Connecticut 06484

               (Address of Principal Executive Offices) (Zip Code)

                                 (203) 926-1888
                                 --------------
              (Registrant's Telephone Number, Including Area Code)


                         ERIC C. FREED, ESQ., SECRETARY
                             AMERICAN SKANDIA TRUST

                 ONE CORPORATE DRIVE, SHELTON, CONNECTICUT 06484

                     (Name and Address of Agent for Service)

                                   Copies to:

                             ROBERT K. FULTON, ESQ.
                       STRADLEY RONON STEVENS & YOUNG, LLP
              2600 ONE COMMERCE SQUARE, PHILADEPHIA, PA 19103-7098


 It is proposed that this filing will become effective (check appropriate space)


              _____   immediately upon filing pursuant to paragraph (b).
              X       on October 23, 2000 pursuant to paragraph (b) of rule 485.
              _____   60 days after filing pursuant to paragraph (a)(1).
              _____   on _______ pursuant to paragraph (a)(1).
              _____   75 days after filing pursuant to paragraph (a)(2).
              _____   on        pursuant to paragraph (a)(2) of rule 485.
              _____   this post-effective amendment designates a new effective
                      date for a previously filed post-effective amendment.


  Shares of Beneficial Interest of the Various Series of American Skandia Trust
                     (Title of Securities Being Registered)



<PAGE>


PROSPECTUS                                                      October 23, 2000


                             AMERICAN SKANDIA TRUST

                 One Corporate Drive, Shelton, Connecticut 06484

--------------------------------------------------------------------------------
American  Skandia Trust (the  "Trust") is an  investment  company made up of the
following 41 separate portfolios ("Portfolios"):



AST Founders Passport Portfolio
AST Scudder Japan Portfolio
AST AIM International Equity Portfolio
AST Janus Overseas Growth Portfolio
AST  American  Century  International  Growth  Portfolio  AST
American  Century International  Growth Portfolio II
AST MFS Global  Equity  Portfolio
AST Janus Small-Cap Growth Portfolio
AST Kemper Small-Cap Growth Portfolio
AST Federated Aggressive Growth Portfolio
AST Lord Abbett Small Cap Value Portfolio
AST Gabelli Small-Cap Value Portfolio
AST Janus Mid-Cap Growth Portfolio
AST Alger Mid-Cap Growth Portfolio
AST Neuberger Berman Mid-Cap Growth Portfolio
AST Neuberger Berman Mid-Cap Value Portfolio
AST Alger All-Cap Growth Portfolio
AST Gabelli All-Cap Value Portfolio
AST Kinetics Internet Portfolio
AST T. Rowe Price Natural Resources Portfolio
AST Alliance Growth Portfolio
AST MFS Growth Portfolio
AST Alger Growth Portfolio
AST Marsico Capital Growth Portfolio
AST JanCap Growth Portfolio
AST Janus Strategic Value Portfolio
AST Cohen & Steers Realty Portfolio
AST Sanford Bernstein Managed Index 500 Portfolio
AST American Century Income & Growth Portfolio
AST Alliance Growth and Income Portfolio
AST MFS Growth with Income Portfolio
AST INVESCO  Equity  Income  Portfolio
AST AIM Balanced Portfolio
AST American Century Strategic Balanced Portfolio
AST T. Rowe Price Asset Allocation Portfolio
AST T. Rowe Price Global Bond  Portfolio
AST Federated High Yield Portfolio
AST Lord Abbett Bond-Debenture Portfolio
AST PIMCO Total Return Bond Portfolio
AST PIMCO Limited  Maturity Bond Portfolio
AST Money Market Portfolio


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>

Risk/Return Summary...............................................................................................3
Past Performance.................................................................................................20
Fees and Expenses of the Portfolios..............................................................................36
Investment Objectives and Policies...............................................................................39
     AST Founders Passport Portfolio.............................................................................40
     AST Scudder Japan Portfolio.................................................................................42
     AST AIM International Equity Portfolio......................................................................44
     AST Janus Overseas Growth Portfolio.........................................................................45
     AST American Century International Growth Portfolio.........................................................47
     AST American Century International Growth Portfolio II......................................................49
     AST MFS Global Equity Portfolio.............................................................................50
     AST Janus Small-Cap Growth Portfolio........................................................................51
     AST Kemper Small-Cap Growth Portfolio.......................................................................53
     AST Federated Aggressive Growth Portfolio...................................................................55
     AST Lord Abbett Small Cap Value Portfolio...................................................................56
     AST Gabelli Small-Cap Value Portfolio.......................................................................58
     AST Janus Mid-Cap Growth Portfolio..........................................................................60
     AST Alger Mid-Cap Growth Portfolio..........................................................................62
     AST Neuberger Berman Mid-Cap Growth Portfolio...............................................................63
     AST Neuberger Berman Mid-Cap Value Portfolio................................................................64
     AST Alger All-Cap Growth Portfolio..........................................................................66
     AST Gabelli All-Cap Value Portfolio.........................................................................67
     AST Kinetics Internet Portfolio.............................................................................68
     AST T. Rowe Price Natural Resources Portfolio...............................................................70
     AST Alliance Growth Portfolio...............................................................................71
     AST MFS Growth Portfolio....................................................................................73
     AST Alger Growth Portfolio..................................................................................74
     AST Marsico Capital Growth Portfolio........................................................................75
     AST JanCap Growth Portfolio.................................................................................77
     AST Janus Strategic Value Portfolio.........................................................................79
     AST Cohen & Steers Realty Portfolio.........................................................................81
     AST Sanford Bernstein Managed Index 500 Portfolio...........................................................83
     AST American Century Income & Growth Portfolio..............................................................85
     AST Alliance Growth and Income Portfolio....................................................................86
     AST MFS Growth with Income Portfolio........................................................................87
     AST INVESCO Equity Income Portfolio.........................................................................88
     AST AIM Balanced Portfolio..................................................................................89
     AST American Century Strategic Balanced Portfolio...........................................................91
     AST T. Rowe Price Asset Allocation Portfolio................................................................93
     AST T. Rowe Price Global Bond Portfolio.....................................................................95
     AST Federated High Yield Portfolio..........................................................................97
     AST Lord Abbett Bond-Debenture Portfolio....................................................................99
     AST PIMCO Total Return Bond Portfolio......................................................................100
     AST PIMCO Limited Maturity Bond Portfolio..................................................................103
     AST Money Market Portfolio.................................................................................106
Portfolio Turnover..............................................................................................108
Net Asset Values................................................................................................108
Purchase and Redemption of Shares...............................................................................108
Management of the Trust.........................................................................................109
Tax Matters.....................................................................................................117
Financial Highlights............................................................................................118
Certain Risk Factors and Investment Methods.....................................................................126
</TABLE>



<PAGE>


                               RISK/RETURN SUMMARY

         American   Skandia  Trust  (the  "Trust")  is  comprised  of  forty-one
investment portfolios (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 and Global Portfolios:

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

<S>                           <C>                            <C>
Founders Passport             Capital growth                 The Portfolio invests primarily in equity
                                                             securities of small capitalization foreign companies.

Scudder Japan                 Long-term capital growth       The Portfolio invests primarily in securities issued
                                                             by Japan-based companies or their affiliates, or by
                                                             companies that derive more than half of their revenues from
                                                             Japan.

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

Janus Overseas Growth         Long-term capital growth       The Portfolio invests primarily in common
                                                             stocks  of  foreign companies.

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.

MFS Global Equity            Capital growth                  The Portfolio invests primarily in common stocks and related
                                                             securities of U.S. and foreign issuers.
</TABLE>


Principal Investment Strategies:


The AST Founders  Passport  Portfolio  normally invests  primarily in securities
issued by foreign companies that have market  capitalizations of $1.5 billion or
less. These securities may represent  companies in both established and emerging
economies  throughout the world.  At least 65% of the  Portfolio's  total assets
normally will be invested in foreign securities  representing a minimum of three
countries. The Portfolio may invest in larger foreign companies or in U.S.-based
companies if, in the Sub-advisor's  opinion, they represent better prospects for
capital growth.


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

The AST Scudder Japan Portfolio pursues its investment objective by investing at
least 80% of net assets in  Japanese  securities  (those  issued by  Japan-based
companies or their affiliates,  or by any company that derives more than half of
its  revenues  from  Japan).  The  Portfolio  may  invest in stocks of any size,
including  up to 30% of its net  assets in  smaller  companies  that are  traded
over-the-counter.

In choosing  stocks,  the  Sub-advisor  uses a combination  of three  analytical
disciplines:

         Bottom-up research. The Sub-advisor looks for individual companies with
effective  management,  strong  competitive  positioning,  active  research  and
development,   and  sound  balance  sheets.   The  Sub-advisor   also  evaluates
fundamentals such as price-to-earnings ratios.

         Growth orientation.  The Sub-advisor prefers companies whose revenue or
earnings  seem likely to grow faster than the average for their market and whose
stock prices appear reasonable in light of their business prospects.

         Top-down analysis.  The Sub-advisor considers the economic outlooks for
various sectors and industries.

The Sub-advisor may favor securities from different  industries and companies at
different times while still  maintaining  variety in terms of the industries and
companies represented.

The Portfolio will normally sell a security when it reaches a target price,  its
fundamentals  have changed,  the Sub-advisor  believes other  investments  offer
better opportunities, or when adjusting its emphasis on a given industry.

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

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

The AST Janus Overseas Growth Portfolio pursues its objective  primarily through
investments in common stocks of issuers located  outside the United States.  The
Portfolio has the  flexibility  to invest on a worldwide  basis in companies and
organizations  of any size,  regardless of country of  organization  or place of
principal business activity.  The Portfolio normally invests at least 65% of its
total assets in  securities of issuers from at least five  different  countries,
excluding  the  United  States.   Although  the  Portfolio   intends  to  invest
substantially all of its assets in issuers located outside the United States, it
may at times invest in U.S. issuers and it may at times invest all of its assets
in fewer than five countries or even a single country.

The Portfolio  invests  primarily in stocks selected for their growth potential.
The Sub-advisor  generally takes a "bottom up" approach to choosing  investments
for the Portfolio.  In other words, the Sub-advisor seeks to identify individual
companies  with  earnings  growth  potential  that may not be  recognized by the
market at large,  regardless  of where the companies are organized or where they
primarily  conduct  business.  Although  themes  may  emerge  in the  Portfolio,
securities are generally selected without regard to any defined allocation among
countries,  geographic  regions or industry sectors,  or other similar selection
procedure.

The AST 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.

The AST MFS Global Equity Portfolio invests, under normal market conditions,  at
least 65% of its total assets in common stocks and related  securities,  such as
preferred stock,  convertible  securities and depositary  receipts,  of U.S. and
foreign issuers (including issuers in developing countries).

The Portfolio focuses on companies that the Sub-advisor  believes have favorable
growth  prospects  and  attractive  valuations  based on  current  and  expected
earnings or cash flow. The Portfolio  generally seeks to purchase  securities of
companies with relatively large market capitalizations relative to the market in
which they are traded. The Portfolio's investments may include securities traded
in the  over-the-counter  markets,  rather  than on  securities  exchanges.  The
Sub-advisor  uses a "bottom up," as opposed to "top down,"  investment  style in
managing the  Portfolio.  This means that  securities  are  selected  based upon
fundamental analysis of individual companies by the Sub-advisor.

Principal Risks:

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

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.  The  level of risk of the AST MFS  Global  Equity
     Portfolio,  as a  global  fund  that  invests  in  both  U.S.  and  foreign
     securities,  may be lower than that of many international  funds but higher
     than that of many domestic  equity funds.  While none of the  international
     and global  portfolios  invest primarily in companies located in developing
     countries, each may invest in those companies to some degree, and the risks
     of foreign  investment  may be  accentuated  by  investment  in  developing
     countries.

o    As a fund that  invests  primarily  in the  securities  of smaller  foreign
     issuers,  the AST Founders  Passport  Portfolio may be subject to a greater
     level of risk than the other  international  funds.  Securities  of smaller
     companies  tend to be subject to more  abrupt and erratic  price  movements
     than securities of larger companies,  in part because they may have limited
     product lines, markets, or financial resources.

o    The AST Scudder Japan Portfolio's focus on a single country could give rise
     to increased risk, as the Portfolio's  investments  will not be diversified
     among  countries  having varying  characteristics  and market  performance.
     Also, Japanese economic growth has weakened after the sharp collapse of the
     stock  market in the  1990's and the  current  economic  condition  remains
     uncertain.

<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.

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

Federated Aggressive Growth   Capital growth                 The Portfolio invests primarily in equity
                                                             securities of companies offering superior  prospects
                                                             for earnings growth.

Lord Abbett Small Cap Value   Long-term capital growth       The Portfolio invests primarily in equity
                                                             securities of small capitalization companies  that are
                                                             believed to be undervalued.

Gabelli Small-Cap Value       Long-term capital growth       The Portfolio invests primarily in stocks and  equity-related
                                                             securities of small capitalization companies that appear to be
                                                             undervalued.

Janus Mid-Cap Growth          Long-term capital growth       The Portfolio invests primarily in common stocks, with
                                                             normally at least 65% of the Portfolio's assets invested in
                                                             medium-sized companies.

Alger Mid-Cap Growth          Long-term capital growth      The Portfolio invests primarily in the equity securities of
                                                            medium-sized companies.

Neuberger  Berman  Mid-Cap  Capital  growth The Portfolio  invests  primarily in
common stocks of medium Growth 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.

Gabelli All-Cap Value         Capital Growth                 The Portfolio invests primarily in readily marketable equity
                                                             securities.

Kinetics Internet             Long-term capital growth       The Portfolio invests primarily in the equity securities
                                                             of  companies  that are engaged in the Internet and Internet-related
                                                             activities.

T. Rowe Price Natural         Long-term capital growth       The Portfolio invests primarily in common stocks of companies
Resources                                                    that own or develop natural resources and other basic
                                                             commodities.

Alliance Growth               Long-term capital growth      The Portfolio invests predominantly in the equity securities of
                                                            a limited number of large, high-quality U.S. companies

MFS Growth                    Long-term capital growth       The Portfolio invests primarily in common stocks and related
                              and future income              securities.

Alger Growth                  Long-term capital growth       The Portfolio invests primarily in equity securities that are
                                                             listed on U.S. exchanges or in the over-the-counter market.

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

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



Janus Strategic Value         Long-term capital growth       The Portfolio invests primarily in common stocks using a "value"
                                                             approach.
</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.

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

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


The AST Federated  Aggressive Growth Portfolio pursues its investment  objective
by investing in equity securities of companies  offering superior  prospects for
earnings growth.  The Portfolio focuses its investments on the equity securities
of  smaller   companies,   but  it  is  not  subject  to  any  specific   market
capitalization requirements. The Portfolio may invest in foreign issuers through
American Depositary Receipts.


Using its own quantitative process, the Sub-advisor rates the future performance
potential of  companies.  The  Sub-advisor  evaluates  each  company's  earnings
quality  in light of its  current  valuation  to narrow  the list of  attractive
companies.  The  Sub-advisor  then  evaluates  product  positioning,  management
quality and  sustainability  of current growth trends of those companies.  Using
this type of fundamental  analysis,  the Sub-advisor  selects the most promising
companies for the Portfolio.

In determining the amount to invest in a security,  the  Sub-advisor  limits the
Portfolio's  exposure to each business  sector that comprises the S&P 500 Index.
The Portfolio's  allocation to a sector will be no more than 300% of the Index's
allocation to that sector or 30% of the total  portfolio,  whichever is greater.
The   Portfolio's   strategies  with  respect  to  security   analysis,   market
capitalization,  and sector  allocation  are  designed to produce a portfolio of
stocks whose long-term growth prospects are significantly above those of the S&P
500 Index.

The AST Lord Abbett Small Cap Value  Portfolio  will seek its objective  through
investments  primarily in equity  securities that are believed to be undervalued
in the marketplace.  Typically,  in choosing stocks,  the Sub-advisor  looks for
companies using the following process:

o    Quantitative research is performed to evaluate various criteria,  including
     the  price of  shares  in  relation  to book  value,  sales,  asset  value,
     earnings, dividends and cash flow;

o    Fundamental  research is  conducted  to assess the dynamics of each company
     within its industry and within the company.  The Sub-advisor  evaluates the
     company's business strategies by assessing  management's ability to execute
     the strategies, and evaluating the adequacy of its financial resources.

Usually, at least 65% of the Portfolio's total assets will be invested in common
stocks issued by smaller, less well-known companies (with market capitalizations
of less  than $1  billion)  selected  on the  basis  of  fundamental  investment
analysis.  The  Portfolio  may  invest  up to  35%  of  its  assets  in  foreign
securities.

The stocks in which the  Portfolio  generally  invests are those  which,  in the
Sub-advisor's  judgment,  are selling below their  intrinsic value and at prices
that do not adequately  reflect their  long-term  business  potential.  Selected
smaller  stocks may be  undervalued  because they are often  overlooked  by many
investors,  or  because  the  public is  overly  pessimistic  about a  company's
prospects.  Accordingly,  their  prices can rise  either as a result of improved
business  fundamentals,  particularly  when  earnings  grow faster than  general
expectations,  or as more investors  come to recognize the company's  underlying
potential.  The price of shares in relation to book value,  sales,  asset value,
earnings,  dividends and cash flow,  both  historical and  prospective,  are key
determinants in the security  selection  process.  These criteria are not rigid,
and other  stocks may be included in the  Portfolio if they are expected to help
it attain its objective.

The AST Gabelli Small-Cap Value Portfolio (formerly, the AST T. Rowe Price Small
Company Value  Portfolio) will invest at least 65% of its total assets in stocks
and  equity-related  securities of small companies ($1 billion or less in market
capitalization).  Reflecting a value  approach to investing,  the Portfolio will
seek the  stocks of  companies  whose  current  stock  prices  do not  appear to
adequately reflect their underlying value as measured by assets,  earnings, cash
flow or business franchises.  The Sub-advisor's  research team seeks to identify
companies  that  appear  to be  undervalued  by  various  measures,  and  may be
temporarily out of favor, but have good prospects for capital  appreciation.  In
selecting investments, the Sub-advisor generally looks to the following:

         (1) Low  price/earnings,  price/book  value or  price/cash  flow ratios
relative to the company's peers.

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

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

The Sub-advisor then determines  whether there is an emerging catalyst that will
focus  investor  attention  on the  underlying  assets of the  company,  such as
takeover  efforts,  a change in  management,  or a plan to improve the  business
through  restructuring  or other means.  The Portfolio may sell securities for a
variety of reasons,  such as to secure gains,  limit losses or re-deploy  assets
into more  promising  opportunities.  The  Portfolio  will not sell a stock just
because  the  company  has  grown to a  market  capitalization  of more  than $1
billion,  and it may on occasion  purchase  companies  with a market cap of more
than $1 billion.

The AST Janus  Mid-Cap  Growth  Portfolio  pursues its  objective  by  investing
primarily in common  stocks  selected for their growth  potential,  and normally
invests  at least  65% of its  equity  assets  in  medium-sized  companies.  For
purposes  of the  Portfolio,  medium-sized  companies  are  those  whose  market
capitalizations  (measured at the time of  investment)  fall within the range of
companies  in the  Standard  & Poor's  MidCap  400 Index  (the "S&P  400").  The
Sub-advisor  generally takes a "bottom up" approach to choosing  investments for
the Portfolio.  In other words,  the  Sub-advisor  seeks to identify  individual
companies  with  earnings  growth  potential  that may not be  recognized by the
market at large.  The Sub-advisor  makes this assessment by looking at companies
one at a time,  regardless of size, country of organization,  place of principal
business activity, or other similar selection criteria.

The AST Alger Mid-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 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.  These are 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.  These are 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 Portfolio  focuses on midsize  companies  with  promising  potential.  Under
normal  circumstances,  the Portfolio invests primarily in the equity securities
of companies having a market capitalization within the range of companies in the
S&P(R) MidCap 400 Index.

To pursue its  objective,  the AST Neuberger  Berman  Mid-Cap  Growth  Portfolio
primarily  invests in the common  stocks of mid-cap  companies.  Companies  with
equity  market  capitalizations  from $300 million to $10 billion at the time of
investment are considered mid-cap companies for purposes of the Portfolio.  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.

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

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

To pursue its  objective,  the 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  Gabelli  All-Cap  Value  Portfolio  will  primarily  invest in  readily
marketable  equity  securities  including  common stocks,  preferred  stocks and
securities  that  may be  converted  at a later  time  into  common  stock.  The
Portfolio  may invest in the  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.

In making stock  selections,  the  Portfolio  strives to earn a 10% real rate of
return. The Portfolio focuses on companies that appear  underpriced  relative to
the value that the Portfolio's  Sub-Advisor believes informed investors would be
willing to pay for the company. The Sub-advisor considers factors such as price,
earnings   expectations,   earnings   and   price   histories,   balance   sheet
characteristics and perceived  management skills. The Sub-advisor also considers
changes in  economic  and  political  outlooks as well as  individual  corporate
developments.  The  Sub-Advisor  will sell any Portfolio  investments  that lose
their perceived value relative to other investments.

Under normal circumstances, the AST Kinetics Internet Portfolio invests at least
65% of its total assets in common stocks,  convertible securities,  warrants and
other equity securities  having the  characteristics  of common stocks,  such as
American Depositary Receipts and International  Depositary Receipts, of domestic
and foreign  companies  that are engaged in the  Internet  and  Internet-related
activities.  The Internet is a collection  of  connected  computers  that allows
commercial and professional organizations,  educational institutions, government
agencies  and  consumers  to  communicate   electronically,   access  and  share
information and conduct business around the world.

Portfolio securities will be selected by the Sub-advisor from companies that are
engaged  in  the  development  of  hardware,   software  and  telecommunications
solutions that enable the transaction of business on the Internet by individuals
and companies,  as well as companies that offer products and services  primarily
via the  Internet.  Accordingly,  the  Portfolio  seeks to invest in the  equity
securities of companies  whose  research and  development  efforts may result in
higher stock values.  These companies may be large,  medium or small in size if,
in the Sub-advisor's opinion, they meet the Portfolio's investment criteria.

The  Sub-advisor   selects  portfolio   securities  by  evaluating  a  company's
positioning  and  business  model as well as its  ability to grow and expand its
activities   via  the   Internet   or  achieve  a   competitive   advantage   in
cost/profitability  and brand  image  leveraging  via use of the  Internet.  The
Sub-advisor  also  considers a company's  fundamentals  by reviewing its balance
sheets, corporate revenues, earnings and dividends. Furthermore, the Sub-advisor
looks at the  amount of capital a company  currently  expends  on  research  and
development.

The AST T. Rowe Price Natural Resources  Portfolio normally invests at least 65%
of its total assets in the common  stocks of natural  resource  companies  whose
earnings and tangible  assets could  benefit from  accelerating  inflation.  The
Portfolio  also may invest in  non-resource  companies  with the  potential  for
growth.  When selecting  stocks,  we look for companies that have the ability to
expand  production,  to maintain  superior  exploration  programs and production
facilities,  and the potential to accumulate  new  resources.  Natural  resource
companies  in which  the  Portfolio  invests  generally  own or  develop  energy
sources,  precious metals,  nonferrous  metals,  forest  products,  real estate,
diversified  resources  and other basic  commodities  that can be  produced  and
marketed profitably when both labor costs and prices are rising.

The Portfolio may sell  securities  for a variety of reasons,  such as to secure
gains, limit losses or re-deploy assets into more promising opportunities.

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

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

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

The AST MFS Growth Portfolio invests,  under normal market conditions,  at least
80% of its  total  assets in  common  stocks  and  related  securities,  such as
preferred stocks,  convertible  securities and depositary receipts, of companies
that the Sub-advisor  believes offer better than average prospects for long-term
growth. The Sub-advisor uses a "bottom up," as opposed to "top down," investment
style in managing the Portfolio.  This means that  securities are selected based
upon fundamental analysis of individual companies by the Sub-advisor.

In managing the  Portfolio,  the  Sub-advisor  seeks to purchase  securities  of
companies  that it  considers  well-run and poised for growth.  The  Sub-advisor
looks particularly for companies with the following qualities:

o    a strong franchise, strong cash flows and a recurring revenue stream

o    a strong  industry  position,  where  there is  potential  for high  profit
     margins or substantial barriers to new entry into the industry

o    a strong management with a clearly defined strategy

o    new products or services.

The Portfolio may invest up to 35% of its net assets in foreign securities.

The AST Alger 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 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.  These are 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.  These are 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 Portfolio  focuses on growing  companies  that  generally have broad product
lines,  markets,  financial  resources  and depth of  management.  The Portfolio
normally  invests  at least 65% of its total  assets  in  equity  securities  of
companies  that,  at the time of purchase of the  securities,  have total market
capitalizations of $1 billion or greater.

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

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

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

The 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.



The AST Janus  Strategic  Value  Portfolio  pursues its  objective  by investing
primarily in common stocks with the  potential  for long-term  growth of capital
using a "value"  approach.  The value approach the  Sub-advisor  uses emphasizes
investments in companies it believes are undervalued relative to their intrinsic
worth.  A company  may be  undervalued  due to market  or  economic  conditions,
temporary earnings declines,  unfavorable  developments affecting the company or
other factors.

The Sub-advisor  measures value as a function of price/earnings (P/E) ratios and
price/free  cash flow.  A P/E ratio is the  relationship  between the price of a
stock and its  earnings  per share.  This  figure is  determined  by  dividing a
stock's market price by the company's earnings per share amount. Price/free cash
flow  is the  relationship  between  the  price  of a stock  and  the  company's
available cash from operations minus capital expenditures.  The Sub-advisor will
typically seek attractively  valued companies that are improving their free cash
flow and improving their returns on invested capital.

The Sub-advisor  generally takes a "bottom up" approach in choosing  investments
for the Portfolio.  In other words, the Sub-advisor seeks to identify  companies
that are undervalued by looking at companies one at a time,  regardless of size,
country of organization,  place of principal business activity, or other similar
selection criteria.

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,  the AST Kemper
     Small-Cap Growth Portfolio,  the AST Federated Aggressive Growth Portfolio,
     the AST  Lord  Abbett  Small  Cap  Value  Portfolio,  and  the AST  Gabelli
     Small-Cap  Value  Portfolio  can be  expected  to be subject to the highest
     degree of risk  relative to the other capital  growth funds.  The AST Janus
     Mid-Cap Growth Portfolio,  the AST Alger Mid-Cap Growth Portfolio,  the AST
     Neuberger  Berman  Mid-Cap  Growth  Portfolio and the AST Neuberger  Berman
     Mid-Cap  Value  Portfolio  can be expected  to be subject to somewhat  less
     risk, and the AST Alliance Growth Portfolio,  the AST MFS Growth Portfolio,
     the AST Alger Growth  Portfolio,  the AST Marsico Capital Growth Portfolio,
     the AST JanCap Growth Portfolio and the AST Janus Strategic Value Portfolio
     to somewhat less risk than the mid-cap funds.  The AST Alger All-Cap Growth
     Portfolio,  the  Gabelli  All-Cap  Value  Portfolio  and the  AST  Kinetics
     Internet  Portfolio may invest in equity  securities  of companies  without
     regard to capitalization,  and may include large and small companies at the
     same time.  The AST T. Rowe Price Natural  Resources  Portfolio  invests in
     companies of all sizes in order to take advantage of the  opportunities  in
     the natural  resources  sector,  but generally  invests mostly in large and
     medium-sized companies.

o    The AST Janus Small-Cap Growth  Portfolio,  the AST Kemper Small-Cap Growth
     Portfolio,  the AST Federated  Aggressive Growth  Portfolio,  the AST Janus
     Mid-Cap Growth Portfolio,  the AST Alger Mid-Cap Growth Portfolio,  the AST
     Neuberger  Berman  Mid-Cap Growth  Portfolio,  the AST Alger All-Cap Growth
     Portfolio, the AST Alliance Growth Portfolio, the AST MFS Growth Portfolio,
     the AST Alger Growth  Portfolio,  the AST Marsico Capital Growth  Portfolio
     and the AST JanCap Growth  Portfolio  generally  take a growth  approach to
     investing,  while the AST Lord Abbett  Small Cap Value  Portfolio,  the AST
     Gabelli  Small-Cap Value Portfolio,  the AST Neuberger Berman Mid-Cap Value
     Portfolio,  the AST  Gabelli  All-Cap  Value  Portfolio  and the AST  Janus
     Strategic Value Portfolio generally take a value approach. Value stocks are
     believed to be selling at prices lower than what they are  actually  worth,
     while  growth  stocks are those of  companies  that are expected to grow at
     above-average  rates. A portfolio investing primarily in growth stocks will
     tend to be subject to more risk than a value fund,  although  this will not
     always be the case.  Value  stocks are subject to the risks that the market
     may not  recognize  the stock's  actual  value or that the market  actually
     valued the stock appropriately.


o    The AST  Kinetics  Internet  Portfolio  and the AST T. Rowe  Price  Natural
     Resources  Portfolio are subject to an additional  risk factor because they
     are less diversified than most equity funds and could therefore  experience
     sharp price declines when conditions are unfavorable in the sector in which
     they invest.  Internet  companies are  especially  sensitive to the risk of
     product obsolescence, and may be affected by heightened regulatory scrutiny
     and impending changes in government  policies.  The rate of earnings growth
     of natural resource  companies may be irregular because these companies are
     strongly   affected  by  natural   forces,   global   economic  cycles  and
     international politics.


o    The AST Janus Mid-Cap Growth Portfolio the AST Kinetics Internet  Portfolio
     and the AST Janus Strategic Value  Portfolio are  non-diversified  funds in
     that they may hold larger positions in a smaller number of securities. As a
     result,  a single  security's  increase  or  decrease  in value  may have a
     greater impact on a Portfolio's share price and total return.


<TABLE>
<CAPTION>
Growth and Income Portfolios:

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

<S>                           <C>                            <C>
Cohen & Steers Realty         Maximize total return          The Portfolio invests primarily in equity securities of real
                                                             estate companies.


Sanford Bernstein Managed     To outperform the S&P 500      The Portfolio invests primarily in common stocks included in
Index 500                     Stock Index                    the S&P 500.


American Century Income &     Capital growth and,            The Portfolio invests primarily in stocks of large U.S.
Growth                        secondarily, current income    companies selected through quantitative investment techniques.

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

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

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.

AIM Balanced                  Capital growth and current     The Portfolio normally invests 30-70% of its  total  assets in
                              income                         equity securities and 30-70% in debt securities.

American Century Strategic    Capital growth and current     The Portfolio normally invests approximately 60% of its
Balanced                      income                         assets in equity securities and the remainder in bonds and
                                                             other fixed income securities.

T. Rowe Price Asset           A high level of total          The Portfolio normally invests 50-70% of its total assets in
Allocation                    return                         equity securities and 30-50% in fixed income securities.
</TABLE>

Principal Investment Strategies:

The AST Cohen & Steers  Realty  Portfolio  pursues its  investment  objective of
maximizing total return by seeking,  with approximately equal emphasis,  capital
growth and current income. Under normal circumstances, the Portfolio will invest
substantially  all of its  assets  in  the  equity  securities  of  real  estate
companies.  Such equity  securities  will  consist of common  stocks,  rights or
warrants to purchase common stocks,  securities  convertible  into common stocks
where  the  conversion  feature   represents,   in  the  Sub-advisor's  view,  a
significant element of the securities' value, and preferred stocks.

For purposes of the Portfolio's  investment policies, a "real estate company" is
one that derives at least 50% of its revenues from the ownership,  construction,
financing,  management  or sale of real  estate  or that has at least 50% of its
assets in real estate. The Portfolio may invest up to 10% of its total assets in
securities of foreign real estate  companies.  Real estate companies may include
real  estate  investment  trusts  ("REITs").  REITs  pool  investors'  funds for
investment  primarily  in income  producing  real estate or real estate  related
loans or interests.


The AST Sanford Bernstein Managed Index 500 Portfolio (formerly, the AST Bankers
Trust Managed Index 500 Portfolio) seeks to outperform the Standard & Poor's 500
Composite Stock Price Index (the "S&P 500(R)") through stock selection resulting
in different  weightings of common stocks relative to the index.  The S&P 500 is
an index  of 500  common  stocks,  most of  which  trade  on the New York  Stock
Exchange Inc. (the "NYSE").

In seeking to outperform the S&P 500, the Sub-advisor starts with a portfolio of
stocks  representative  of the  holdings  of the  index.  It then  uses a set of
quantitative  criteria that are designed to indicate  whether a particular stock
will  predictably  perform  better  or worse  than  the S&P 500.  Based on these
criteria,  the Sub-advisor  determines whether the Portfolio should over-weight,
under-weight or hold a neutral  position in the stock relative to the proportion
of the S&P 500 that the stock  represents.  In  addition,  the  Sub-advisor  may
determine  based on the  quantitative  criteria  that (1) certain S&P 500 stocks
should  not be held by the  Portfolio  in any  amount,  and (2)  certain  equity
securities that are not included in the S&P 500 should be held by the Portfolio.
The Portfolio may invest up to 15% of its total assets in equity  securities not
included in the S&P 500.

While the Portfolio  attempts to outperform the S&P 500, it is not expected that
any outperformance will be substantial.  The Portfolio also may underperform the
S&P 500 over short or extended periods.


The AST  American  Century  Income  &  Growth  Portfolio's  investment  strategy
utilizes  quantitative  management  techniques in a two-step  process that draws
heavily on computer technology. In the first step, the Sub-advisor ranks stocks,
primarily the 1,500 largest publicly traded U.S.  companies  (measured by market
capitalization),  from most attractive to least  attractive.  These rankings are
determined by using a computer  model that combines  measures of a stock's value
and measures of its growth  potential.  To measure value,  the Sub-advisor  uses
ratios of stock price to book value and stock price to cash flow,  among others.
To measure growth,  the Sub-advisor uses, among others,  the rate of growth in a
company's earnings and changes in its earnings estimates.

In  the  second  step,  the  Sub-advisor   uses  a  technique  called  portfolio
optimization.  In portfolio  optimization,  the  Sub-advisor  uses a computer to
build a portfolio  of stocks from the ranking  described  earlier that it thinks
will provide the best balance between risk and expected  return.  The goal is to
create an equity  portfolio that provides  better returns than the S&P 500 Index
without  taking on significant  additional  risk.  The  Sub-advisor  attempts to
create a dividend  yield for the Portfolio that will be greater than that of the
S&P 500.

The AST  Alliance  Growth and Income  Portfolio  (formerly,  the AST Lord Abbett
Growth  and  Income  Portfolio)  normally  will  invest  in common  stocks  (and
securities convertible into common stocks).  Typically,  in choosing stocks, the
Sub-advisor looks for companies using the following process:

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

o    Fundamental   research  is  conducted  to  assess  a  company's   operating
     environment,  resources and strategic  plans and to determine its prospects
     for exceeding the earnings expectations reflected in its stock price.

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

The  AST  MFS  Growth  with  Income  Portfolio  invests,   under  normal  market
conditions,  at least 65% of its  total  assets in  common  stocks  and  related
securities,  such as preferred  stocks,  convertible  securities  and depositary
receipts.  The  stocks  in  which  the  Portfolio  invests  generally  will  pay
dividends.  While the  Portfolio  may  invest  in  companies  of any  size,  the
Portfolio generally focuses on companies with larger market capitalizations that
the  Sub-advisor  believes have  sustainable  growth  prospects  and  attractive
valuations based on current and expected  earnings or cash flow. The Sub-advisor
uses a "bottom up," as opposed to "top down,"  investment  style in managing the
Portfolio.  This means  that  securities  are  selected  based upon  fundamental
analysis of individual companies by the Sub-advisor.

The Portfolio may invest up to 20% of its net assets in foreign securities.

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.

The AST AIM Balanced  Portfolio  attempts to meet its  objective  by  investing,
normally,  a minimum of 30% and a maximum  of 70% of its total  assets in equity
securities  and a  minimum  of 30% and a maximum  of 70% of its total  assets in
non-convertible debt securities. The Portfolio may invest up to 25% of its total
assets in  convertible  securities.  The  Portfolio  may invest up to 10% of its
total assets in  high-yield  debt  securities  rated below  investment  grade or
deemed to be of comparable quality ("junk bonds"). The Portfolio may also invest
up to 20% of its total assets in foreign securities.

In  selecting  the  percentages  of  assets  to be  invested  in  equity or debt
securities,  the  Sub-advisor  considers  such  factors  as  general  market and
economic conditions,  as well as market,  economic and industry trends,  yields,
interest rates and changes in fiscal and monetary policies. The Sub-advisor will
primarily  purchase equity  securities for growth of capital and debt securities
for income  purposes.  However,  the  Sub-advisor  will focus on companies whose
securities  have  the  potential  for  both  capital   appreciation  and  income
generation.  The  Sub-advisor  considers  whether  to  sell a  security  when it
believes that the security no longer has that potential.

The Sub-advisor to the AST American Century Strategic Balanced Portfolio intends
to maintain approximately 60% of the Portfolio's assets in equity securities and
the  remainder  in bonds and other  fixed  income  securities.  With the  equity
portion of the  Portfolio,  the  Sub-advisor  utilizes  quantitative  management
techniques in a two-step process that draws heavily on computer  technology.  In
the first step,  the  Sub-advisor  ranks  stocks,  primarily  the 1,500  largest
publicly  traded U.S.  companies  as measured  by market  capitalization.  These
rankings are  determined by using a computer  model that combines  measures of a
stock's  value and  measures  of its growth  potential.  To measure  value,  the
Sub-advisor  uses  ratios of stock  price to book value and stock  price to cash
flow, among others. To measure growth,  the Sub-advisor uses, among others,  the
rate of growth in a company's earnings and changes in its earnings estimates.

In  the  second  step,  the  Sub-advisor   uses  a  technique  called  portfolio
optimization.  In portfolio  optimization,  the  Sub-advisor  uses a computer to
build a portfolio  of stocks from the ranking  described  earlier that it thinks
will provide the best balance between risk and expected  return.  The goal is to
create an equity  portfolio that provides  better returns than the S&P 500 Index
without taking on significant additional risk.

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

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

The AST T. Rowe Price Asset Allocation Portfolio normally invests  approximately
60% of its total assets in equity securities and 40% in fixed income securities.
This mix may vary over  shorter  time  periods;  the  equity  portion  may range
between 50-70% and the fixed income portion between 30-50%.

The  Sub-advisor   concentrates   common  stock  investments  in  larger,   more
established  companies,  but the Portfolio  may include  small and  medium-sized
companies  with good  growth  prospects.  The  Portfolio's  exposure  to smaller
companies is not expected to be  substantial,  and will not constitute more than
30% of the equity portion of the Portfolio.  Up to 35% of the equity portion may
be invested in foreign (non-U.S.  dollar  denominated)  equity  securities.  The
fixed income portion of the Portfolio will be allocated among  investment  grade
securities (50-100% of the fixed income portion); high yield or "junk" bonds (up
to 30%); foreign (non-U.S.  dollar denominated) high quality debt securities (up
to 30%); and cash reserves (up to 20%).

Bond  investments  may include U.S.  Treasury and agency issues,  corporate debt
securities,   mortgage-backed   securities   (including   derivatives   such  as
collateralized mortgage obligations and stripped mortgage-backed securities) and
asset-backed securities. While the weighted average maturities of each component
of the fixed income portion (i.e.,  investment grade,  high yield,  etc.) of the
Portfolio will differ, the weighted average maturity of the fixed income portion
as a whole  (except for the cash  reserves  component)  is expected to be in the
range of 7 to 12 years.

The  precise  mix of equity  and fixed  income  investments  will  depend on the
Sub-advisor's  outlook for the markets.  The Portfolio's  investments in foreign
equity and debt securities are intended to provide  additional  diversification,
and the  Sub-advisor  will  normally  have at least  three  different  countries
represented  in both  the  foreign  equity  and  foreign  debt  portions  of the
Portfolio.

Securities  may be sold for a variety of reasons,  such as to effect a change in
asset  allocation,  to secure gains or limit losses,  or to re-deploy  assets to
more promising opportunities.

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 Cohen & Steers Realty Portfolio,  the AST Sanford Bernstein Managed
     Index 500 Fund, the AST MFS Growth with Income Portfolio,  the AST American
     Century Income & Growth  Portfolio,  and the AST Alliance Growth and Income
     Portfolio  invest  primarily in equity  securities.  The AST INVESCO Equity
     Income Portfolio invests primarily in equity securities,  but will normally
     invest some of its assets in fixed income securities.  The AST AIM Balanced
     Portfolio,  the AST American Century Strategic Balanced Portfolio,  and the
     AST T. Rowe  Price  Asset  Allocation  Portfolio  generally  invest in both
     equity and fixed income securities. The values of equity securities tend to
     fluctuate  more  widely  than  the  values  of  fixed  income   securities.
     Therefore,  those  growth and income  portfolios  that invest  primarily in
     equity securities will likely be subject to somewhat higher risk than those
     portfolios that invest in both equity and fixed income securities.


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

o    The AST Cohen & Steers Realty  Portfolio is subject to an  additional  risk
     factor  because it is less  diversified  than most  equity  funds and could
     therefore  experience  sharp price declines when conditions are unfavorable
     in the real estate sector.  Real estate  securities may be subject to risks
     similar to those  associated  with direct  ownership of real estate.  These
     include risks related to economic  conditions,  heavy cash flow dependency,
     overbuilding,  extended  vacancies of properties,  changes in  neighborhood
     values, and zoning, environmental and housing regulations.

o    Because the AST  Sanford  Bernstein  Managed  Index 500  Portfolio  invests
     primarily in equity  securities  included in the S&P 500, and some of these
     securities do not produce income, the Portfolio may be subject to a greater
     level  of risk  than a fund  that  invests  primarily  in  income-producing
     securities.

<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.


Lord Abbett Bond-Debenture    High current income and        The Portfolio invests primarily in high yield and investment
                              the opportunity for            grade debt securities, securities convertible into common
                              capital appreciation to        stock and preferred stocks.
                              produce a high total return.


Federated High Yield          High current income            The Portfolio invests primarily in lower-quality fixed income
                                                             securities.

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

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

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

Principal Investment Strategies:

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.

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

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

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

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

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


To pursue its objective,  the AST Lord Abbett Bond-Debenture  Portfolio normally
invests  in  high  yield  and  investment  grade  debt  securities,   securities
convertible into common stock and preferred stocks. Under normal  circumstances,
the  Portfolio  invests  at  least  65% of its  total  assets  in  fixed  income
securities  of various  types.  At least 20% of the  Portfolio's  assets must be
invested in any  combination of investment  grade  securities,  U.S.  Government
securities and cash equivalents.


The  Sub-advisor  believes that a high total return  (current income and capital
growth)  may be derived  from an  actively  managed,  diversified  portfolio  of
investments. Through portfolio diversification, credit analysis and attention to
current developments and trends in interest rates and economic  conditions,  the
Sub-advisor  attempts to reduce the Portfolio's  risks.  The  Sub-advisor  seeks
unusual values,  using  fundamental,  "bottom-up"  research  (i.e.,  research on
individual companies rather than the economy as a whole) to identify undervalued
securities.  The  Portfolio  may  find  good  value  in high  yield  securities,
sometimes  called  "lower-rated  bonds" or "junk bonds," and frequently may have
more than half of its assets  invested in those  securities.  The  Portfolio may
also make significant  investments in mortgage-backed  securities.  Although the
Portfolio  expects to maintain a weighted average maturity in the range of seven
to nine years, there are no maturity restrictions on the overall portfolio or on
individual securities.

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

(1)  securities  issued or  guaranteed by the U.S.  Government,  its agencies or
     instrumentalities;
(2)  corporate debt securities,  including convertible securities and commercial
     paper;
(3)  mortgage and other asset-backed securities;
(4)  structured  notes,  including  hybrid  or  "indexed"  securities,  and loan
     participations;
(5)  delayed funding loans and revolving credit securities;
(6)  bank certificates of deposit, fixed time deposits and bankers' acceptances;
(7)  repurchase agreements and reverse repurchase agreements;
(8)  obligations  of foreign  governments  or their  subdivisions,  agencies and
     instrumentalities; and
(9)  obligations of international agencies or supranational entities.

Portfolio  holdings  will be  concentrated  in areas of the bond market that the
Sub-advisor  believes to be relatively  undervalued.  In selecting  fixed income
securities,   the   Sub-advisor   uses  economic   forecasting,   interest  rate
anticipation,  credit and call risk  analysis,  foreign  currency  exchange rate
forecasting,  and other securities selection  techniques.  The proportion of the
Portfolio's  assets  committed  to  investment  in  securities  with  particular
characteristics (such as maturity,  type and coupon rate) will vary based on the
Sub-advisor's outlook for the U.S. and foreign economies, the financial markets,
and other factors.  The management of duration is one of the  fundamental  tools
used by the Sub-advisor.

The Portfolio will invest in fixed-income securities of varying maturities.  The
average portfolio duration of the Portfolio  generally will vary within a three-
to six-year time frame based on the  Sub-advisor's  forecast for interest rates.
The  Portfolio  can and  routinely  does invest in certain  complex fixed income
securities (including mortgage-backed and asset-backed securities) and engage in
a number of investment  practices  (including  futures,  swaps and dollar rolls)
that many other fixed income funds do not utilize.  The  Portfolio may invest up
to 10% of its assets in fixed income  securities that are rated below investment
grade ("junk  bonds") (or, if unrated,  determined by the  Sub-advisor  to be of
comparable quality).

The AST PIMCO Limited  Maturity Bond  Portfolio  will invest at least 65% of its
assets in the following types of fixed income securities:

(1)  securities  issued or  guaranteed by the U.S.  Government,  its agencies or
     instrumentalities;
(2)  corporate debt securities,  including convertible securities and commercial
     paper;
(3)  mortgage and other asset-backed securities;
(4)  structured  notes,  including  hybrid  or  "indexed"  securities,  and loan
     participations;
(5)  delayed funding loans and revolving credit securities;
(6)  bank certificates of deposit, fixed time deposits and bankers' acceptances;
(7)  repurchase agreements and reverse repurchase agreements;
(8)  obligations  of foreign  governments  or their  subdivisions,  agencies and
     instrumentalities; and
(9)  obligations of international agencies or supranational entities.

Portfolio  holdings  will be  concentrated  in areas of the bond market that the
Sub-advisor  believes to be relatively  undervalued.  In selecting  fixed income
securities,   the   Sub-advisor   uses  economic   forecasting,   interest  rate
anticipation,  credit and call risk  analysis,  foreign  currency  exchange rate
forecasting,  and other securities selection  techniques.  The proportion of the
Portfolio's  assets  committed  to  investment  in  securities  with  particular
characteristics (such as maturity,  type and coupon rate) will vary based on the
Sub-advisor's outlook for the U.S. and foreign economies, the financial markets,
and other factors.  The management of duration is one of the  fundamental  tools
used by the Sub-advisor.

The Portfolio will invest in fixed-income securities of varying maturities.  The
average portfolio duration of the Portfolio generally will vary within a one- to
three-year  time frame based on the  Sub-advisor's  forecast for interest rates.
The  Portfolio  can and  routinely  does invest in certain  complex fixed income
securities (including mortgage-backed and asset-backed securities) and engage in
a number of investment  practices  (including  futures,  swaps and dollar rolls)
that many other fixed income funds do not utilize.  The  Portfolio may invest up
to 10% of its assets in fixed income  securities that are rated below investment
grade ("junk  bonds") (or, if unrated,  determined by the  Sub-advisor  to be of
comparable quality).

The AST Money Market  Portfolio will invest in  high-quality,  short-term,  U.S.
dollar  denominated  corporate,  bank  and  government  obligations.  Under  the
regulatory  requirements  applicable to money market funds,  the Portfolio  must
maintain  a weighted  average  portfolio  maturity  of not more than 90 days and
invest in securities  that have effective  maturities of not more than 397 days.
In addition,  the Portfolio will limit its investments to those securities that,
in accordance with guidelines  adopted by the Directors of the Company,  present
minimal credit risks. The Portfolio will not purchase any security (other than a
United States Government security) unless:

     (1)  if  rated  by  only  one  nationally  recognized   statistical  rating
organization  (such as Moody's and  Standard & Poor's),  such  organization  has
rated it with the highest rating assigned to short-term debt securities;

     (2) if rated by more  than one  nationally  recognized  statistical  rating
organization,  at least two rating  organizations have rated it with the highest
rating assigned to short-term debt securities; or

     (3) it is not  rated,  but is  determined  to be of  comparable  quality in
accordance with the guidelines noted above.

Principal Risks:

o    The  risk  of a fund or  portfolio  investing  primarily  in  fixed  income
     securities   is   determined   largely   by  the   quality   and   maturity
     characteristics  of its portfolio  securities.  Lower-quality  fixed income
     securities  are  subject to greater  risk that the company may fail to make
     interest and principal  payments on the  securities  when due. Fixed income
     securities with longer  maturities (or durations) are generally  subject to
     greater risk than securities with shorter maturities,  in that their values
     will fluctuate more in response to changes in market interest rates.

o    While the AST T. Rowe Price  Global Bond  Portfolio  invests  primarily  in
     high-quality  fixed  income  securities,  its  substantial  investments  in
     foreign fixed income  securities and relatively long average  maturity will
     tend to  increase  its  level of risk.  Like  foreign  equity  investments,
     foreign  fixed income  investments  involve risks such as  fluctuations  in
     currency  exchange  rates,  unstable  political  and  economic  structures,
     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.


o    As a fund that invests primarily in lower-quality  fixed income securities,
     the AST Federated  High Yield  Portfolio will be subject to a level of risk
     that is high  relative  to other  fixed  income  funds,  and  which  may be
     comparable  to or higher than some equity  funds.  The level of risk of the
     AST Lord  Abbett  Bond-Debenture  Portfolio  may be higher  than many other
     fixed income funds because it will often have  significant  investments  in
     lower-quality   fixed   income   securities.    Like   equity   securities,
     lower-quality  fixed income  securities tend to reflect  short-term  market
     developments  to  a  greater  extent  than   higher-quality   fixed  income
     securities.  An  economic  downturn  may  adversely  affect  the  value  of
     lower-quality  securities,  and the trading  market for such  securities is
     generally less liquid than the market for higher-quality securities.

o    The average  duration  or  maturity  of the AST Lord Abbett  Bond-Debenture
     Portfolio  generally will be longer than that of the AST PIMCO Total Return
     Bond  Portfolio,  which in turn will be  longer  than that of the AST PIMCO
     Limited Maturity Bond Portfolio, and funds having longer average maturities
     or durations  can be expected to be subject to a greater level of risk than
     shorter-term  funds. As funds that invest  primarily in high-quality  fixed
     income  securities,  the level of risk to which the AST PIMCO Total  Return
     Bond  Portfolio and AST PIMCO Limited  Maturity Bond  Portfolio are subject
     can be expected to be less than most equity funds.  Nonetheless,  the fixed
     income  securities held by these Portfolios can decline in value because of
     changes in their quality,  in market  interest rates, or for other reasons.
     While the  complex  fixed  income  securities  invested  in and  investment
     practices  engaged in by the AST PIMCO Total Return Bond  Portfolio and AST
     PIMCO Limited  Maturity  Portfolio are designed to increase their return or
     hedge their  investments,  these  securities and practices may increase the
     risk to which the Portfolios are subject.


o    The AST  Money  Market  Portfolio  seeks  to  preserve  the  value  of your
     investment  at $1.00 per share,  but it is still  possible to lose money by
     investing in the  Portfolio.  An investment in the Portfolio is not insured
     or guaranteed by the Federal  Deposit  Insurance  Corporation  or any other
     government  agency.  In addition,  the income earned by the Portfolio  will
     fluctuate based on market conditions and other factors.


<PAGE>


Past Performance


             The bar charts show the performance of 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.  The 1999  performance  figures for some of the  Portfolios  reflect the
substantial  increases that occurred during 1999 in the markets for the types of
securities in which those Portfolios invest; it is unlikely that similarly large
increases will continue in future years. No performance  information is included
for those  Portfolios  that commenced  operations  after January,  1999 (the AST
Scudder Japan Portfolio,  the AST MFS Global Equity Portfolio, the AST Federated
Aggressive  Growth Portfolio,  the AST Janus Mid-Cap Growth  Portfolio,  the AST
Gabelli All-Cap Value Portfolio,  the AST Kinetics Internet  Portfolio,  the AST
MFS Growth Portfolio,  the AST Alger Growth  Portfolio,  the AST Janus Strategic
Value  Portfolio,  the AST MFS Growth  with Income  Portfolio,  and the AST Lord
Abbett Bond-Debenture Portfolio).


      AST Founders Passport Portfolio*


 _________________________
                                  100.00%
                          89.71%
                                   80.00%
                                   60.00%

12.91%           10.92%             20.00%
 _______2.03%______________________ 0.00%
1996    1997     1998     1999


      ------------------------------------- -----------------------------------
              Best Quarter                          Worst Quarter
      ------------------------------------- -----------------------------------
      ------------------------------------- -----------------------------------
          Up 64.20%, 4th quarter 1999           Down 20.03%, 3rd quarter 1998
      ------------------------------------- -----------------------------------

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

     ---------------------- --------------------- ----------------------------
     ---------------------- --------------------- ----------------------------
     1 year                               89.71%                       26.46%
     ---------------------- --------------------- ----------------------------
     ---------------------- --------------------- ----------------------------
     Since inception                      21.72%                        3.43%
     (5/2/95)
     ---------------------- --------------------- ----------------------------

                  *Prior  to  October  15,  1996,  the  AST  Founders   Passport
                  Portfolio  was known as the Seligman  Henderson  International
                  Small-Cap  Portfolio,  and Seligman  Henderson  Co.  served as
                  Sub-advisor to the Portfolio.


<PAGE>


                    AST AIM International Equity Portfolio*

_____________________________________________________________________
                                                               64.13% 60.00%

                     36.11%                                           40.00%
                                                18.15%  20.10%        20.00%
          7.01%                    10.00% 9.65%
   -2.97%       -8.35%       2.64%                                     0.00%
_____________________________________________________________________-20.00%
   1990  1991   1992  1993   1994  1995  1996  1997    1998    1999


------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 42.51%, 4th quarter 1999           Down 19.79%, 3rd quarter 1998
------------------------------------- -----------------------------------

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               64.13%                       26.96%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
5 year                               22.94%                       12.82%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
10 year                              16.50%                        7.01%
---------------------- --------------------- ----------------------------

* From  October  15,  1996 to May 4,  1999,  the AST  AIM  International  Equity
Portfolio was known as the AST Putnam International Equity Portfolio, and Putnam
Investment  Management,  Inc.  served as Sub-advisor to the Portfolio.  Prior to
October 15, 1996, Seligman Henderson Co. served as Sub-advisor to the Portfolio.



                      AST Janus Overseas Growth Portfolio

 _______________________________
                                100.00%
                       82.68%
                                40.00%
        18.70%                  20.00%
                16.22%
                                0.00%
 _______________________________-20.00%
        1997     1998   1999

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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 59.16%, 4th quarter 1999           Down 18.54%, 3rd quarter 1998
------------------------------------- -----------------------------------

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

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               82.68%                       26.96%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since inception                      36.08%                       16.11%
(1/2/97)
---------------------- --------------------- ----------------------------

              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 Kemper Small-Cap Growth Portfolio


 _________________________
                 55.90%    60.00%

                           40.00%
                           20.00%

                            0.00%
 ___________________________-20.00%
                 1999

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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 47.63%, 4th quarter 1999           Down 8.39%, 2nd quarter 1999
------------------------------------- -----------------------------------

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               55.90%                       21.04%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                      55.90%                       21.04%
(1/1/99)
---------------------- --------------------- ----------------------------


                   AST Lord Abbett Small Cap Value Portfolio


 _________________________
                           60.00%

                           40.00%
                           20.00%
          8.81%
  -0.10                     0.00%
 ___________________________-20.00%
  1998  1999



------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 22.89%, 2nd quarter 1999           Down 22.12%, 3rd quarter 1998
------------------------------------- -----------------------------------

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                                8.81%                       21.04%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                       4.25%                       24.53%
(1/2/98)
---------------------- --------------------- ----------------------------


                AST Gabelli Small-Cap Value Portfolio*

 _________________________
                           60.00%

                           40.00%
 28.80%                    20.00%

        -10.53    0.58%     0.00%
 _________________________-20.00%
 1997   1998     1999



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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 19.09%, 2nd quarter 1999           Down 19.88%, 3rd quarter 1998
------------------------------------- -----------------------------------

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                                0.58%                       21.04%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                       5.04%                       27.83%
(1/2/97)
---------------------- --------------------- ----------------------------


     *Prior to October 23, 2000, the AST Gabelli  Small-Cap  Value Portfolio was
known as the AST T. Rowe Price Small Company Value Portfolio,  and T. Rowe Price
Associates, Inc. served as Sub-advisor to the Portfolio.


                 AST Neuberger Berman Mid-Cap Growth Portfolio*

 _________________________________________
                                                60.00%
                                51.37%
                                                40.00%
24.42%                  20.65%                  20.00%
        16.34%  16.68%
                                                 0.00%
 ________________________________________      -20.00%
1995   1996    1997     1998    1999



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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 49.25%, 4th quarter 1999           Down 20.62%, 3rd quarter 1998
------------------------------------- -----------------------------------

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               51.37%                       21.04%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
5 year                               25.27%                       28.54%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                      24.10%                       27.06%
(10/19/94)
---------------------- --------------------- ----------------------------

                  *Prior to May 1, 1998, the AST Neuberger Berman Mid-Cap Growth
                  Portfolio was known as the Berger  Capital  Growth  Portfolio,
                  and  Berger  Associates,  Inc.  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 T. Rowe Price Natural Resources Portfolio


 ___________________________________
                                        60.00%

30.74%                                  40.00%
                          28.11%        20.00%
                 11.83%
        -3.39%                           0.00%
 ____________________________________  -20.00%
1996    1997     1998     1999


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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 17.84%, 2nd quarter 1999           Down 14.04%, 4th quarter 1997
------------------------------------- -----------------------------------

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               28.11%                       21.04%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                      11.98%                       27.47%
(5/2/95)
---------------------- --------------------- ----------------------------

                  AST Alliance Growth Portfolio*

_______________________________________
                                        60.00%

                 27.34%  33.91%         40.00%
                                        20.00%
        14.83%
                                         0.00%
 ______________________________________-20.00%
        1997     1998   1999

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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 28.30%, 4th quarter 1999           Down 14.56%, 4th quarter 1997
------------------------------------- -----------------------------------

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               33.91%                       21.04%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                      23.23%                       27.35%
(5/2/96)
---------------------- --------------------- ----------------------------

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

                      AST Marsico Capital Growth Portfolio

_________________________
                 52.58%   60.00%
 41,59%
                           40.00%
                           20.00%

                            0.00%
 _________________________-20.00%
 1998            1999


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

---------------------------------------- -------------------------------------
---------------------------------------- -------------------------------------
Up 36.36%, 4th quarter 1999              Down 12.80%, 3rd quarter 1998
---------------------------------------- -------------------------------------

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

---------------------------- --------------------- -----------------------------
---------------------------- --------------------- -----------------------------
1 year                                     52.58%                        21.04%
---------------------------- --------------------- -----------------------------
---------------------------- --------------------- -----------------------------
Since Inception                            46.44%                        25.52%
(12/22/97)
---------------------------- --------------------- -----------------------------

                          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 COHEN & STEERS REALTY PORTFOLIO


 _________________________
                           60.00%

                           40.00%
                           20.00%

            2.26%           0.00%
  -16.00%
 _________________________-20.00%
   1998     1999

------------------------------------- -----------------------------------
Best Quarter                          Worst Quarter
------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 10.53%, 2nd quarter 1999           Down 10.76%, 3rd quarter 1998
------------------------------------- -----------------------------------

---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      NAREIT Equity REIT Index
For periods ending
12/31/99

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                                2.26%                       -4.62%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                      -7.31%                      -11.32%
(1/2/98)
---------------------- --------------------- ----------------------------


                    AST Sanford Bernstein Managed Index 500 Portfolio*


_________________________
                           60.00%

                           40.00%
 27.90%  21.23%            20.00%

                            0.00%
 _________________________-20.00%
 1998    1999



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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 21.58%, 4th quarter 1998           Down 10.09%, 3rd quarter 1998
------------------------------------- -----------------------------------

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               21.23%                       21.04%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                      24.48%                       24.53%
(1/2/98)
---------------------- --------------------- ----------------------------

                  *Prior to May 1, 2000, the AST Sanford Bernstein Managed Index
                  500 Portfolio was known as the AST Bankers Trust Managed Index
                  500 Portfolio, and Bankers Trust Company served as Sub-advisor
                  to the Portfolio.



                AST American Century Income & Growth Portfolio*

___________________________
                           60.00%

                           40.00%
 22.30%            22.98%  20.00%
           12.27%
                            0.00%
 _________________________-20.00%
 1997     1998     1999


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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 16.72%, 4th quarter 1998           Down 11.30%, 3rd quarter 1998
------------------------------------- -----------------------------------

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               22.98%                       21.04%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                      19.08%                       27.83%
(1/2/97)
---------------------- --------------------- ----------------------------

                  *Prior  to May 4,  1999,  the AST  American  Century  Income &
                  Growth  Portfolio was known as the AST Putnam Value Growth and
                  Income  Portfolio,  and  Putnam  Investment  Management,  Inc.
                  served as Sub-advisor to the Portfolio.

                  AST Alliance Growth and Income Portfolio*

_______________________________________________________
                                                         60.00%

                                                         40.00%
13.69%          28.91%            23.92%                 20.00%
                         18.56%            12.48% 16.09%
        2.22%                                             0.00%
 _______________________________________________________-20.00%
1993    1994    1995     1996    1997     1998    1999


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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 16.94%, 4th quarter 1998           Down 12.26%, 3rd quarter 1998
------------------------------------- -----------------------------------

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

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               16.09%                       21.04%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
5 year                               19.85%                       28.52%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                      15.76%                       20.56%
(4/30/92)
---------------------- --------------------- ----------------------------

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

                      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)
---------------------- --------------------- ----------------------------



<PAGE>

                          AST AIM Balanced Portfolio*

________________________________________________________
                                                         60.00%

                                                         40.00%
                22.60%           18.28%           20.85% 20.00%
                         11.23%           12.86%
        0.09%                                             0.00%
 _______________________________________________________-20.00%
        1994    1995     1996    1997     1998    1999



------------------------------------- --------------------------------------
Best Quarter                          Worst Quarter
------------------------------------- --------------------------------------
------------------------------------- --------------------------------------
Up 16.25%, 4th quarter 1999           Down 7.13%, 3rd quarter 1998
------------------------------------- --------------------------------------

---------------------- ---------------- ------------------------------------
Average annual total   Portfolio        Index:
returns                                 Blended Index (60% Standard &
For periods ending                      Poors 500, 40% Lehman Brothers
12/31/99                                Government/
                                        Corporate Index)

---------------------- ---------------- ------------------------------------
---------------------- ---------------- ------------------------------------
1 year                          20.85%                               11.40%
---------------------- ---------------- ------------------------------------
---------------------- ---------------- ------------------------------------
5 year                          17.08%                               20.01%
---------------------- ---------------- ------------------------------------
---------------------- ---------------- ------------------------------------
Since Inception                 13.51%                               15.74%
(5/3/93)
---------------------- ---------------- ------------------------------------
                  *Between  October  15,  1996  and  May 3,  1999,  the  AST AIM
                  Balanced  Portfolio  was  known  as the  AST  Putnam  Balanced
                  Portfolio,  and Putnam Investment  Management,  Inc. served as
                  Sub-advisor to the  Portfolio.  Prior to October 15, 1996, the
                  Portfolio  was  known  as  the  AST  Phoenix   Balanced  Asset
                  Portfolio  and  Phoenix  Investment  Counsel,  Inc.  served as
                  Sub-advisor.

                AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO


 _________________________
                           60.00%

                           40.00%
         21.29%            20.00%
13.40%           12.97%
                            0.00%
 _________________________-20.00%
1997     1998     1999


<TABLE>
<CAPTION>
<S>               <C>                                   <C>                          <C>
                  ------------------------------------- -----------------------------------
                  Best Quarter                          Worst Quarter

                  ------------------------------------- -----------------------------------
                  ------------------------------------- -----------------------------------
                  Up 14.12%, 4th quarter 1998           Down 6.56%, 3rd quarter 1998
                  ------------------------------------- -----------------------------------
                  ---------------------- ------------ ----------------------------- -----------------------------
                  Average annual total   Portfolio    Blended Index (60% Standard   Blended Index (60% Standard
                  returns                             & Poors 500, 40% Lehman       & Poors 500, 40% Lehman
                  For periods ending                  Brothers Government/          Aggregate Bond Index)*
                  12/31/99                            Corporate Index)
                  ---------------------- ------------ ----------------------------- -----------------------------
                  ---------------------- ------------ ----------------------------- -----------------------------
                  1 year                      12.97%                        11.40%                      12.29%
                  ---------------------- ------------ ----------------------------- -----------------------------
                  ---------------------- ------------ ----------------------------- -----------------------------
                  Since Inception             15.82%                        18.71%                      18.33%
                  (1/2/97)
                  ---------------------- ------------ ----------------------------- -----------------------------
                  *The  Portfolio's  benchmark  index  has been  changed  to the
                  Lehman  Aggregate  Bond  Index.  The  Portfolio's  Sub-advisor
                  believes  that this  index  better  represents  the broad U.S.
                  taxable bond market.  The Lehman Aggregate Bond index includes
                  mortgage-backed  securities,  while the  Portfolio's  previous
                  index did not.

</TABLE>


                  AST T. Rowe Price Asset Allocation Portfolio


 ______________________________________________________________
                                                                60.00%

                                                                40.00%
          23.36%            18.40%   18.36%                     20.00%
                  12.14%                     10.28%
  -0.60%                                                         0.00%
 ______________________________________________________________-20.00%
  1994    1995     1996    1997     1998      1999


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

----------------------------------- -----------------------------
----------------------------------- -----------------------------
Up 11.92%, 4th quarter 1998         Down 4.58%, 3rd quarter 1998
----------------------------------- -----------------------------

---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Blended Index (60%
For periods ending                           Standard & Poors 500, 40%
12/31/99                                     Lehman Brothers Government/
                                             Corporate Index)

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               10.28%                       11.40%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
5 year                               16.62%                       20.01%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                      13.57%                       16.34%
(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.



                    AST Federated High Yield Bond Portfolio


 ___________________________________________________________
                                                            60.00%

                                                            40.00%
                19.57%                                      20.00%
                         13.58%   13.58%
        -3.10%                            2.61%  2.00%        0.00%
 ___________________________________________________________-20.00%
        1994    1995     1996    1997     1998   1999





-------------------------------------- ------------------------------------
Best Quarter                           Worst Quarter
-------------------------------------- ------------------------------------
-------------------------------------- ------------------------------------
Up 5.73%, 1st quarter 1995             Down 4.21%, 3rd quarter 1998
-------------------------------------- ------------------------------------

---------------------- --------------------- -------------------------------
Average annual total   Portfolio             Index:
returns                                      Merrill Lynch High Yield Index
For periods ending
12/31/99

---------------------- --------------------- -------------------------------
---------------------- --------------------- -------------------------------
1 year                                2.00%                           1.57%
---------------------- --------------------- -------------------------------
---------------------- --------------------- -------------------------------
5 year                               10.06%                           9.60%
---------------------- --------------------- -------------------------------
---------------------- --------------------- -------------------------------
Since Inception                       7.75%                           7.75%
(1/4/94)
---------------------- --------------------- -------------------------------

                     AST PIMCO Total Return Bond Portfolio

________________________________________________________________
                                                                 60.00%

                                                                 40.00%
                18.78%             9.87%   9.46%                 20.00%
                         3.42%
        -2.40%                                    -1.09%          0.00%
 _______________________________________________________________-20.00%
        1994    1995     1996    1997     1998    1999




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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 5.07%, 3rd quarter 1998            Down 2.54%, 1st quarter 1996
------------------------------------- -----------------------------------

---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      LB
For periods ending                           Aggregate Index

12/31/99

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                               -1.09%                       -0.83%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
5 year                                7.88%                        7.73%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                       6.08%                        5.89%
(1/4/94)
---------------------- --------------------- ----------------------------


                   AST PIMCO Limited Maturity Bond Portfolio

________________________________________
                                         60.00%

                                         40.00%
                                         20.00%
        7.46%     5.72%
3.90%                    3.37%            0.00%
________________________________________-20.00%
1996    1997     1998    1999



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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 2.95%, 4th quarter 1998            Down 0.52%, 1st quarter 1996
------------------------------------- -----------------------------------

---------------------- --------------------- ----------------------------
Average annual total   Portfolio             Index:
returns                                      Merrill Lynch 1-3 Year
For periods ending                           Index
12/31/99

---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
1 year                                3.37%                        3.06%
---------------------- --------------------- ----------------------------
---------------------- --------------------- ----------------------------
Since Inception                       5.38%                        5.99%
(5/2/95)
---------------------- --------------------- ----------------------------


                           AST Money Market Portfolio

_______________________________________________________________

                                                                15.00%
                                                                10.00%
         3.75%  5.05%    5.08%    5.18%   5.14%  4.60%
2.55%                                                            0.00%
________________________________________________________________-20.00%
1993    1994    1995     1996    1997     1998   1999




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

------------------------------------- -----------------------------------
------------------------------------- -----------------------------------
Up 1.38%, 2nd quarter 1995            Up 0.62%, 2nd quarter 1993
------------------------------------- -----------------------------------

------------------------------------- -----------------------------------
7-day yield (as of 12/31/99)                                       4.40%
------------------------------------- -----------------------------------
<PAGE>






















                  This page has been intentionally left blank.


<PAGE>


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(6) Operating
                                                  Service                     Expenses                         Expenses
Portfolio:                                        (12b-1)
----------
                                                  Fees(5)
------------------------------------ ------------ ------------- ------------- --------------- --------------- ---------------
<S>                                      <C>          <C>            <C>           <C>             <C>             <C>

AST Founders Passport                    1.00         0.00           0.29          1.29            N/A             1.29
AST Scudder Japan(1)                     1.00         0.04           0.36          1.40            N/A             1.40
AST AIM International Equity             0.87         0.04           0.31          1.22            N/A             1.22
AST Janus Overseas Growth                1.00         0.02           0.23          1.25            N/A             1.25
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 MFS Global Equity(2)                 1.00         0.00           0.20          1.20            N/A             1.20
AST Janus Small-Cap Growth               0.90         0.01           0.18          1.09            N/A             1.09
AST Kemper Small-Cap Growth              0.95         0.03           0.19          1.17            N/A             1.17
AST Federated Aggressive Growth(1)       0.95         0.04           0.23          1.22            N/A             1.22
AST Lord Abbett Small Cap Value          0.95         0.00           0.29          1.24            N/A             1.24
AST Gabelli Small-Cap Value              0.90         0.00           0.21          1.11            N/A             1.11
AST Janus Mid-Cap Growth(3)              1.00         0.04           0.22          1.26            N/A             1.26
AST Alger Mid-Cap Growth(1)              0.80         0.00           0.23          1.03            0.18            0.85
AST Neuberger Berman Mid-Cap Growth      0.90         0.04           0.23          1.17            N/A             1.17
AST Neuberger Berman Mid-Cap Value       0.90         0.12           0.23          1.25            N/A             1.25
AST Alger All-Cap Growth(4)              0.95         0.00           0.28          1.23            N/A             1.23
AST Gabelli All-Cap Value(1)             0.95         0.04           0.23          1.22            N/A             1.22
AST Kinetics Internet Portfolio(1)       1.00         0.04           0.23          1.27            N/A             1.27
AST   T.   Rowe    Price    Natural      0.90         0.01           0.26          1.17            N/A             1.17
Resources
AST Alliance Growth                      0.90         0.00           0.21          1.11            N/A             1.11
AST MFS Growth(2)                        0.90         0.00           0.12          1.02            N/A             1.02
AST Alger Growth(1)                      0.75         0.00           0.23          0.98            0.19            0.79
AST Marsico Capital Growth               0.90         0.04           0.18          1.12            N/A             1.12
AST JanCap Growth                        0.90         0.01           0.14          1.05            0.04            1.01
AST   Sanford   Bernstein   Managed      0.60         0.00           0.19          0.79            N/A             0.79
Index 500
AST Janus Strategic Value(1)             1.00         0.04           0.23          1.27            N/A             1.27
AST Cohen & Steers Realty                1.00         0.02           0.27          1.29            N/A             1.29
AST American Century Income &            0.75         0.00           0.23          0.98            N/A             0.98
Growth
AST Alliance Growth and Income           0.75         0.08           0.18          1.01            0.01            1.00
AST MFS Growth with Income(2)            0.90         0.00           0.14          1.04            N/A             1.04
AST INVESCO Equity Income                0.75         0.04           0.18          0.97            N/A             0.97
AST AIM Balanced                         0.74         0.02           0.26          1.02            N/A             1.02
AST American Century Strategic           0.85         0.00           0.25          1.10            N/A             1.10
Balanced
AST T. Rowe Price Asset Allocation       0.85         0.00           0.22          1.07            N/A             1.07
AST T. Rowe Price Global Bond            0.80         0.00           0.31          1.11            N/A             1.11
AST Federated High Yield                 0.75         0.00           0.19          0.94            N/A             0.94
AST Lord Abbett Bond-Debenture(1)        0.80         0.00           0.23          1.03            N/A             1.03
AST PIMCO Total Return Bond              0.65         0.00           0.17          0.82            N/A             0.82
AST PIMCO Limited Maturity Bond          0.65         0.00           0.21          0.86            N/A             0.86
AST Money Market                         0.50         0.00           0.15          0.65            0.05            0.60
</TABLE>


(1) These Portfolios  commenced operations in October 2000. "Other Expenses" and
"Estimated  Distribution and Service Fees" shown are based on estimated  amounts
for the fiscal year ending  December 31, 2000.

(2) These Portfolios  commenced operations in October 1999. "Other Expenses" and
"Estimated  Distribution and Service Fees" shown are based on actual amounts for
the period from commencement of operations until June 30, 2000.

(3) This  Portfolio  commenced  operations  in May 2000.  "Other  Expenses"  and
"Estimated  Distribution and Service Fees" shown are based on estimated  amounts
for the fiscal year ending December 31, 2000.

(4) This Portfolio  commenced  operations in January 2000.  "Other Expenses" and
"Estimated  Distribution and Service Fees" shown are based on actual amounts for
the semi-annual period ended June 30, 2000.

(5) 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.

(6) 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 Founders Passport                                131               409              708               1,556
AST Scudder Japan                                    143               443              N/A               N/A
AST AIM International Equity                         124               387              670               1,477
AST Janus Overseas Growth                            127               397              686               1,511
AST American Century International Growth            153               474              818               1,791
AST American Century International Growth II         130               406              702               1,545
AST MFS Global Equity                                122               381              660               1,455
AST Janus Small-Cap Growth                           111               347              601               1,329
AST Kemper Small-Cap Growth                          119               372              644               1,420
AST Federated Aggressive Growth                      124               387              N/A               N/A
AST Lord Abbett Small Cap Value                      126               393              681               1,500
AST Gabelli Small-Cap Value                          113               353              612               1,352
AST Janus Mid-Cap Growth                             128               400              N/A               N/A
AST Alger Mid-Cap Growth                             87                271              N/A               N/A
AST Neuberger Berman Mid-Cap Growth                  119               372              644               1,420
AST Neuberger Berman Mid-Cap Value                   127               397              686               1,511
AST Alger All-Cap Growth                             125               390              676               1,489
AST Gabelli All-Cap Value                            124               387              N/A               N/A
AST Kinetics Internet                                129               403              N/A               N/A
AST T. Rowe Price Natural Resources                  119               372              644               1,420
AST Alliance Growth                                  113               353              612               1,352
AST MFS Growth                                       104               325              563               1,248
AST Alger Growth                                     81                252              N/A               N/A
AST Marsico Capital Growth                           114               356              617               1,363
AST JanCap Growth                                    103               330              575               1,279
AST Sanford Bernstein Managed Index 500              81                252              439               978
AST Janus Strategic Value                            129               403              N/A               N/A
AST Cohen & Steers Realty                            131               409              708               1,556
AST American Century Income & Growth                 100               312              542               1,201
AST Alliance Growth and Income                       102               321              557               1,235
AST MFS Growth with Income                           106               331              574               1,271
AST INVESCO Equity Income                            99                309              536               1,190
AST AIM Balanced                                     104               325              563               1,248
AST American Century Strategic Balanced              112               350              606               1,340
AST T. Rowe Price Asset Allocation                   109               340              590               1,306
AST T. Rowe Price Global Bond                        113               353              612               1,352
AST Federated High Yield                             96                300              520               1,155
AST Lord Abbett Bond-Debenture                       105               328              N/A               N/A
AST PIMCO Total Return Bond                          84                262              455               1,014
AST PIMCO Limited Maturity Bond                      88                274              477               1,061
AST Money Market                                     61                203              357               806
</TABLE>



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 FOUNDERS PASSPORT PORTFOLIO:

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

Principal Investment Policies and Risks:


         To achieve its objective,  the Portfolio  normally invests primarily in
securities issued by foreign companies that have market  capitalizations of $1.5
billion or less (this  maximum  may be revised  from time to time based on stock
market  valuations  and industry  standards).  These  securities  may  represent
companies in both established and emerging economies throughout the world.


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

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

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

         Investments in foreign  securities  involve  different  risks than U.S.
investments,   including  fluctuations  in  currency  exchange  rates,  unstable
political and economic  structures,  reduced availability of public information,
and lack of uniform financial  reporting and regulatory  practices such as those
that apply to U.S.  issuers.  Foreign  investments  of the Portfolio may include
securities  issued by  companies  located in  developing  countries.  Developing
countries are subject to more  economic,  political and business risk than major
industrialized  nations,  and the securities  they issue are expected to be more
volatile  and more  uncertain  as to  payment of  interest  and  principal.  The
Portfolio is permitted to use forward foreign  currency  contracts in connection
with the purchase or sale of a specific security or for hedging purposes.

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

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

Other Investments:

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

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

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

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

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


<PAGE>


AST SCUDDER JAPAN PORTFOLIO:

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

Principal Investment Policies and Risks:

         The Portfolio  pursues its  investment  objective by investing at least
80% of net assets in Japanese securities (those issued by Japan-based  companies
or their  affiliates,  or by any  company  that  derives  more  than half of its
revenues from Japan). The Portfolio may invest in stocks of any size,  including
up  to  30%  of  its  net   assets  in   smaller   companies   that  are  traded
over-the-counter.

         In  choosing  stocks,  the  Sub-advisor  uses a  combination  of  three
analytical disciplines:

         Bottom-up research. The Sub-advisor looks for individual companies with
effective  management,  strong  competitive  positioning,  active  research  and
development,   and  sound  balance  sheets.   The  Sub-advisor   also  evaluates
fundamentals such as price-to-earnings ratios.

         Growth orientation.  The Sub-advisor prefers companies whose revenue or
earnings  seem likely to grow faster than the average for their market and whose
stock prices appear reasonable in light of their business prospects.

         Top-down analysis.  The Sub-advisor considers the economic outlooks for
various sectors and industries in Japan.

The Sub-advisor may favor securities from different  industries and companies at
different times while still  maintaining  variety in terms of the industries and
companies represented.

         The  Portfolio  will  normally sell a security when it reaches a target
price, its fundamentals have changed, the Sub-advisor believes other investments
offer better opportunities, or when adjusting its emphasis on a given industry.

         As with any  stock  fund,  the  fundamental  risk  associated  with the
Portfolio  is the risk that the value of the  stocks  it holds  might  decrease.
Stock values  fluctuate in response to factors  affecting  particular  companies
(e.g.,  poor management or shrinking  product demand) or to overall stock market
performance (in this case, the performance of the Japanese market).

         Because the  Portfolio  invests  primarily in foreign  securities,  its
level of risk and share price  fluctuation  may be greater than a fund investing
primarily in domestic securities.  Japanese stocks tend to be more volatile than
their U.S.  counterparts,  for  reasons  ranging  from  political  and  economic
uncertainties  to a higher risk that essential  information may be incomplete or
wrong.  Japanese  economic  growth has weakened  after the sharp collapse of the
stock market in the 1990's and the current economic condition remains uncertain.
In addition,  changing  currency rates could add to investment  losses or reduce
investment gains.

         The  Portfolio's  focus on a single  country  could  also  give rise to
increased risk, as the  Portfolio's  investments  will not be diversified  among
countries having varying  characteristics and market  performance.  In addition,
the Portfolio  level of risk will likely  increase to the extent that it invests
in the securities of smaller  companies,  which may have limited  business lines
and financial  resources,  and  therefore be  especially  vulnerable to business
risks and economic  downturns.  Also,  the growth  stocks in which the Portfolio
generally invests may be out of favor for certain periods.

Other Investments:

         While  most of the  Portfolio's  investments  are  common  stocks,  the
Portfolio  may also  invest  in other  types of  equities,  such as  convertible
securities,  depositary  receipts and preferred  stocks.  The Portfolio may also
invest  in debt  securities  rated in the top four  credit  quality  categories,
including those issued by the Japanese government or Japanese companies,  if the
Sub-advisor believes they offer greater potential for capital growth.

     The Portfolio may invest in various types of derivatives  (contracts  whose
value is based on, for example,  indices,  currencies or securities),  including
futures contracts based on Japanese stock indices.

         Additional  information  on  the  types  of  securities  in  which  the
Portfolio may invest is included in this Prospectus  under "Certain Risk Factors
and Investment Methods."

     Temporary  Investments.  As a temporary  defensive  measure,  the Portfolio
could  shift up to 100% of its  assets  into  investments  such as money  market
securities.  While  taking  a  defensive  position  could  prevent  losses,  the
opportunity  for the  Portfolio to achieve its  investment  objective of capital
growth may be limited.


<PAGE>


AST AIM INTERNATIONAL EQUITY PORTFOLIO:

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

Principal Investment Objectives and Risks:

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

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

         As with any equity  fund,  the  fundamental  risk  associated  with the
Portfolio is the risk that the value of the securities it holds might  decrease.
The prices of equity  securities  change in response to many factors,  including
the historical and prospective  earnings of the issuer, the value of its assets,
general economic  conditions,  interest rates,  investor  perceptions and market
liquidity.

         As a fund that invests  primarily in the securities of foreign issuers,
the risk and degree of share price  fluctuation  of the Portfolio may be greater
than a fund investing primarily in domestic  securities.  The risks of investing
in foreign  securities,  which are described in more detail below under "Certain
Risk Factors and Investment  Methods," include political and economic conditions
and instability in foreign countries,  less available  information about foreign
companies,  lack of strict financial and accounting controls and standards, less
liquid and more  volatile  securities  markets,  and  fluctuations  in  currency
exchange rates. While the Portfolio may engage in transactions intended to hedge
its exposure to fluctuations in foreign currencies,  it does not normally do so.
To the  extent the  Portfolio  invests in  securities  of issuers in  developing
countries, the Portfolio may be subject to even greater levels of risk and share
price  fluctuation.  Transaction costs are often higher in developing  countries
and there may be delays in settlement of transactions.

Other Investments:

         The  Portfolio  may  invest  up to 20% of its  total  assets in debt or
preferred  equity  securities  exchangeable  for or convertible  into marketable
equity securities of foreign companies. In addition, the Portfolio may regularly
invest up to 20% of its total assets in high-grade  short-term debt  securities,
including U.S.  Government  obligations,  investment  grade  corporate  bonds or
taxable  municipal  securities,  whether  denominated in U.S. dollars or foreign
currencies.  The Portfolio  also may purchase and write (sell)  covered call and
put options on securities and stock indices. The Portfolio may also purchase and
sell stock and interest  rate  futures  contracts  and options on these  futures
contracts.  The purpose of these transactions is to hedge against changes in the
market value of the Portfolio's portfolio securities caused by changing interest
rates and market  conditions,  and to close out or offset existing  positions in
options or futures  contracts.  The  Portfolio  may from time to time make short
sales "against the box."

         Additional information about convertible securities,  options,  futures
contracts and other  investments that the Portfolio may make is included in this
Prospectus under "Certain Risk Factors and Investment Methods."

         Temporary Investments.  In addition to regularly investing up to 20% of
its total assets in short-term debt securities as noted above, the Portfolio may
hold  all  or a  significant  portion  of  its  assets  in  cash,  money  market
instruments, bonds or other debt securities in anticipation of or in response to
adverse market conditions or for cash management  purposes.  While the Portfolio
is in such a defensive  position,  the  opportunity  to achieve  its  investment
objective of capital growth may be limited.


<PAGE>



AST JANUS OVERSEAS GROWTH PORTFOLIO:

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

Principal Investment Policies and Risks:

         The Portfolio pursues its objective  primarily  through  investments in
common stocks of issuers  located  outside the United States.  The Portfolio has
the flexibility to invest on a worldwide basis in companies and organizations of
any size,  regardless of country of organization or place of principal  business
activity.

         The  Portfolio  normally  invests  at least 65% of its total  assets in
securities  of issuers from at least five  different  countries,  excluding  the
United States. Although the Portfolio intends to invest substantially all of its
assets in issuers located  outside the United States,  it may at times invest in
U.S.  issuers  and it may at times  invest  all of its assets in fewer than five
countries or even a single country.

         The  Portfolio  invests  primarily in stocks  selected for their growth
potential.  The  Sub-advisor  generally takes a "bottom up" approach to choosing
investments for the Portfolio. In other words, the Sub-advisor seeks to identify
individual  companies with earnings growth  potential that may not be recognized
by the market at large, regardless of where the companies are organized or where
they primarily  conduct  business.  Although themes may emerge in the Portfolio,
securities are generally selected without regard to any defined allocation among
countries,  geographic  regions or industry sectors,  or other similar selection
procedure.  Current income is not a significant factor in choosing  investments,
and any income realized by the Portfolio will be incidental to its objective.

         As with any common stock fund, the fundamental risk associated with the
Portfolio  is the risk that the value of the  stocks  it holds  might  decrease.
Stock  values may  fluctuate  in response  to the  activities  of an  individual
company or in response to general market and/or economic  conditions.  As a fund
that invests primarily in the securities of foreign issuers, the risk associated
with the  Portfolio may be greater than a fund  investing  primarily in domestic
securities.  For a further  discussion  of the risks  involved in  investing  in
foreign  securities,  see  this  Prospectus  under  "Certain  Risk  Factors  and
Investment  Methods." In addition,  the  Portfolio  may invest to some degree in
smaller or newer issuers, which are more likely to realize substantial growth as
well as suffer significant losses than larger or more established issuers.

         The Portfolio  generally  intends to purchase  securities for long-term
investment rather than short-term gains.  However,  short-term  transactions may
occur as the result of  liquidity  needs,  securities  having  reached a desired
price or yield,  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 ("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:

         Futures,  Options and Other Derivative  Instruments.  The Portfolio may
enter into  futures  contracts  on  securities,  financial  indices  and foreign
currencies  and  options  on  such  contracts  and  may  invest  in  options  on
securities,  financial  indices and foreign  currencies,  forward  contracts and
interest  rate  swaps  and  swap-related  products   (collectively   "derivative
instruments").   The  Portfolio  intends  to  use  most  derivative  instruments
primarily  to  hedge  the  value  of its  portfolio  against  potential  adverse
movements in securities prices, foreign currency markets or interest rates. To a
limited  extent,   the  Portfolio  may  also  use  derivative   instruments  for
non-hedging  purposes such as seeking to increase income. The Portfolio may also
use a  variety  of  currency  hedging  techniques,  including  forward  currency
contracts,  to manage exchange rate risk with respect to investments  exposed to
foreign currency fluctuations.

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

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

         Temporary  Investments.  When  the  Sub-advisor  believes  that  market
conditions are not favorable for profitable investing or when the Sub-advisor is
otherwise unable to locate favorable investment  opportunities,  the 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 long-term growth of capital will be limited.


<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 MFS GLOBAL EQUITY PORTFOLIO:

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

Principal Investment Policies and Risks:

         The Portfolio invests, under normal market conditions,  at least 65% of
its total  assets in common  stocks and related  securities,  such as  preferred
stock,  convertible  securities  and  depositary  receipts,  of U.S. and foreign
issuers (including issuers in developing countries).

         The Portfolio  focuses on companies that the Sub-advisor  believes have
favorable  growth  prospects  and  attractive  valuations  based on current  and
expected  earnings  or cash flow.  The  Portfolio  generally  seeks to  purchase
securities of companies with relatively large market capitalizations relative to
the market in which they are traded.  The  Portfolio's  investments  may include
securities  traded in the  over-the-counter  markets,  rather than on securities
exchanges.

         The  Sub-advisor  uses  a  "bottom  up,"  as  opposed  to  "top  down,"
investment  style in managing  the  Portfolio.  This means that  securities  are
selected  based upon  fundamental  analysis  of  individual  companies  (such as
analysis of the  companies'  earnings,  cash  flows,  competitive  position  and
management abilities) by the Sub-advisor.

         As a fund that  invests  primarily in common  stocks,  the value of the
securities  held by the  Portfolio  may  decline,  either  because  of  changing
economic,  political or market conditions,  or because of the economic condition
of the company that issued the  security.  As a global fund that invests in both
U.S. and foreign  securities,  the  Portfolio's  level of risk may be lower than
that of many  international  funds but higher than that of many domestic  equity
funds.  The  Portfolio's  investments  in foreign  stocks may cause the risk and
degree of share price  fluctuation  of the  Portfolio  to be greater than a fund
investing  primarily in domestic  securities.  The risks of investing in foreign
securities, which are described in more detail below under "Certain Risk Factors
and  Investment  Methods,"  include  risks  relating  to  political,  social and
economic conditions abroad,  risks resulting from differing regulatory standards
in non-U.S.  markets, and fluctuations in currency exchange rates. To the extent
the Portfolio invests in the securities of issuers in developing countries,  the
risks relating to investing in foreign  securities  likely will be  accentuated.
The  Portfolio  may also be subject to  increased  risk if it makes  significant
investments in securities traded  over-the-counter,  because such securities are
frequently  those of smaller  companies that generally trade less frequently and
are more volatile than the securities of larger companies.

Other Investments:

         Although  the  Portfolio  will invest  primarily  in common  stocks and
related  securities,  the Portfolio may purchase and sell futures  contracts and
related options on securities indices, foreign currencies and interest rates for
hedging and  non-hedging  purposes.  The  Portfolio  may also enter into forward
contracts  for the  purchase  or sale of  foreign  currencies  for  hedging  and
non-hedging  purposes.  The Portfolio  may purchase and write (sell)  options on
securities,  stock  indices  and  foreign  currencies.  The  Portfolio  may also
purchase warrants.

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

         Temporary  Investments.  The  Portfolio  may depart from its  principal
investment strategy by temporarily investing for defensive purposes when adverse
market,  economic or political  conditions  exist.  When investing for defensive
purposes,  the  Portfolio may hold cash or invest in cash  equivalents,  such as
short-term U.S.  government  securities,  commercial paper and bank instruments.
While the Portfolio is in a defensive  position,  the opportunity to achieve its
investment objective will be limited.


<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 KEMPER SMALL-CAP GROWTH PORTFOLIO:

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

Principal Investment Policies and Risks:

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

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

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

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

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

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

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

o    companies that have innovative concepts or ideas.

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

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

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


<PAGE>


Other Investments:

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

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

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

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

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

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


<PAGE>


AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO:

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

Principal Investment Policies and Risks:

         The Portfolio  pursues its investment  objective by investing in equity
securities of companies  offering  superior  prospects for earnings growth.  The
Portfolio focuses its investments on the equity securities of smaller companies,
but it is not subject to any specific market  capitalization  requirements.  The
Portfolio may invest in foreign issuers through American Depositary Receipts.


         Using its own quantitative  process,  the Sub-advisor  rates the future
performance  potential of companies.  The  Sub-advisor  evaluates each company's
earnings  quality  in light  of its  current  valuation  to  narrow  the list of
attractive  companies.  The  Sub-advisor  then  evaluates  product  positioning,
management  quality  and  sustainability  of  current  growth  trends  of  those
companies.  Using this type of fundamental analysis, the Sub-advisor selects the
most promising companies for the Portfolio.


         Companies with similar characteristics may be grouped together in broad
categories  called  sectors.  In determining the amount to invest in a security,
the  Sub-advisor  limits the  Portfolio's  exposure to each business sector that
comprises the S&P 500 Index.  The Portfolio's  allocation to a sector will be no
more  than 300% of the  Index's  allocation  to that  sector or 30% of the total
portfolio,  whichever  is  greater.  As the  Sub-advisor  allocates  more of the
Portfolio's holdings to a particular sector, the Portfolio's performance will be
more susceptible to the economic,  business or other developments that generally
affect that sector.

         The Portfolio's  strategies with respect to security  analysis,  market
capitalization,  and sector  allocation  are  designed to produce a portfolio of
stocks whose long-term growth prospects are significantly above those of the S&P
500 Index.


         As  with  any  fund  investing  primarily  in  equity  securities,  the
Portfolio  is  subject  to the risk that the value of equity  securities  in the
Portfolio  will  decline.  These  declines  may occur in the form of a sustained
trend or a drastic  movement.  The prices of  individual  portfolio  stocks will
fluctuate  because of factors  specific to that company or because of changes in
stock valuations generally.


         Because of the Portfolio's emphasis on small company growth stocks, the
Portfolio will likely be subject to a degree of risk and share price fluctuation
greater than that of many other equity funds. Generally,  the smaller the market
capitalization  of a company,  the fewer the number of shares traded daily,  the
less liquid its stock and the more  volatile its price.  Companies  with smaller
market  capitalizations  also tend to have  unproven  track  records,  a limited
product or service base and limited access to capital.

         Due to their  relatively high  valuations,  growth stocks are typically
more volatile than value stocks.  For instance,  the price of a growth stock may
experience  a larger  decline  on a  forecast  of  lower  earnings,  a  negative
fundamental  development,  or an adverse  market  development.  Further,  growth
stocks may not pay dividends or may pay lower dividends than value stocks.  This
means they  depend more on price  changes for returns and may be more  adversely
affected in a down market compared to value stocks that pay higher dividends. In
addition, the Portfolio's level of risk and share price fluctuation may increase
to the extent it emphasizes investments in the securities of foreign companies.

Other Investments:

         The  Portfolio  may attempt to manage market risk by buying and selling
financial  futures  contracts  and  options.  This may include  the  purchase of
futures contracts as a substitute for direct  investments in stocks. It may also
include the purchase and sale of options to protect against general  declines in
stock prices.

         Additional  information  on  the  types  of  securities  in  which  the
Portfolio  may  invest,  including  futures  contracts,   options  and  American
Depositary Receipts,  is included in this Prospectus under "Certain Risk Factors
and Investment Methods."

         Temporary  Investments.  The Portfolio may temporarily  depart from its
principal  investment  strategies by investing its assets in cash and short-term
debt securities and similar  obligations.  It may do this to minimize  potential
losses and maintain  liquidity to meet  shareholder  redemptions  during adverse
market  conditions.  When the  Portfolio  is in such a defensive  position,  the
ability to achieve its investment objective of capital growth may be limited.


<PAGE>


AST LORD ABBETT SMALL CAP VALUE PORTFOLIO:

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

Principal Investment Policies and Risks:

         The Portfolio will seek its objective through investments  primarily in
equity  securities  that are  believed  to be  undervalued  in the  marketplace.
Typically, in choosing stocks, the Sub-advisor looks for companies the following
process:

o    Quantitative research is performed to evaluate various criteria,  including
     the  price of  shares  in  relation  to book  value,  sales,  asset  value,
     earnings, dividends and cash flow;

o    Fundamental  research is  conducted  to assess the dynamics of each company
     within its industry and within the company.  The Sub-advisor  evaluates the
     company's business strategies by assessing  management's ability to execute
     the strategies, and evaluating the adequacy of its financial resources.

Usually, at least 65% of the Portfolio's total assets will be invested in common
stocks issued by smaller, less well-known companies (with market capitalizations
of less  than $1  billion)  selected  on the  basis  of  fundamental  investment
analysis.  The  Portfolio  may  invest  up to  35%  of  its  assets  in  foreign
securities.

         The stocks in which the Portfolio generally invests are those which, in
the  Sub-advisor's  judgment,  are selling  below their  intrinsic  value and at
prices  that do not  adequately  reflect  their  long-term  business  potential.
Selected smaller stocks may be undervalued  because they are often overlooked by
many investors,  or because the public is overly  pessimistic  about a company's
prospects.  Accordingly,  their  prices can rise  either as a result of improved
business  fundamentals,  particularly  when  earnings  grow faster than  general
expectations,  or as more investors  come to recognize the company's  underlying
potential.  The price of shares in relation to book value,  sales,  asset value,
earnings,  dividends and cash flow,  both  historical and  prospective,  are key
determinants in the security  selection  process.  These criteria are not rigid,
and other  stocks may be included in the  Portfolio if they are expected to help
it attain  its  objective.  Dividend  and  investment  income  is of  incidental
importance.

         Although the Portfolio typically will hold a large number of securities
and follow a  relatively  conservative  value-driven  investment  strategy,  the
Portfolio does entail above-average  investment risk and share price fluctuation
compared to the overall U.S. stock market. The small capitalization companies in
which  the  Portfolio  primarily  invests  may  offer  significant  appreciation
potential. However, smaller companies may carry more risk than larger companies.
Generally,  small companies rely on limited product lines, markets and financial
resources,  and these  and other  factors  may make  them  more  susceptible  to
setbacks or economic  downturns.  Smaller  companies  normally have fewer shares
outstanding  and trade less  frequently  than large  companies.  Therefore,  the
securities of smaller companies may be subject to wider price fluctuations.

Other Investments:

         The  Portfolio  may engage in various  portfolio  strategies  to reduce
certain risks of its investments and to enhance income, but not for speculation.
The  Portfolio  may  purchase  and write  (sell) put and covered call options on
equity  securities  or stock  indices  that are  traded on  national  securities
exchanges.  The  Portfolio may purchase and sell stock index futures for certain
hedging and risk management purposes. New financial products and risk management
techniques  continue  to be  developed  and  the  Portfolio  may use  these  new
investments  and  techniques  to  the  extent  consistent  with  its  investment
objective and policies.

         The  Portfolio  may  invest up to 35% of its net assets (at the time of
investment)  in  securities  (of the type  described  above) that are  primarily
traded in  foreign  countries.  The  Portfolio  may enter into  forward  foreign
currency  exchange  contracts  in  connection  with its  investments  in foreign
securities.  The Portfolio  also may purchase  foreign  currency put options and
write foreign currency call options on U.S.  exchanges or U.S.  over-the-counter
markets.  The  Portfolio  may write a call option on a foreign  currency only in
conjunction with a purchase of a put option on that currency.

         The Portfolio also may invest in preferred stocks and bonds that either
have attached warrants or are convertible into common stocks.

         Additional   information   about  these   investments   and  investment
techniques  and their risks is included  below under  "Certain  Risk Factors and
Investment Methods."

     Temporary  Investments.  For temporary  defensive purposes or pending other
investments,   the  Portfolio  may  invest  in  high-quality,   short-term  debt
obligations of banks,  corporations or the U.S. Government.  While the Portfolio
is in a defensive position,  its ability to achieve its investment  objective of
long-term capital growth will be limited.


<PAGE>


AST GABELI SMALL-CAP VALUE PORTFOLIO:

Investment Objective:  The investment objective of the Portfolio (formerly,  the
AST T. Rowe Price Small Company Value Portfolio) is to provide long-term capital
growth by investing primarily in  small-capitalization  stocks that appear to be
undervalued.

Principal Investment Policies and Risks:

         The Portfolio will normally  invest at least 65% of its total assets in
stocks and  equity-related  securities of small companies ($1 billion or less in
market capitalization).  Reflecting a value approach to investing, the Portfolio
will seek the stocks of companies  whose  current  stock prices do not appear to
adequately reflect their underlying value as measured by assets,  earnings, cash
flow or business franchises.  The Sub-advisor's  research team seeks to identify
companies  that  appear  to be  undervalued  by  various  measures,  and  may be
temporarily out of favor, but have good prospects for capital  appreciation.  In
selecting investments, the Sub-advisor generally looks to the following:

         (1) Low  price/earnings,  price/book  value or  price/cash  flow ratios
relative to the company's peers.

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

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

The Sub-advisor then determines  whether there is an emerging catalyst that will
focus  investor  attention  on the  underlying  assets of the  company,  such as
takeover  efforts,  a change in  management,  or a plan to improve the  business
through restructuring or other means.

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

         As with all stock funds,  the Portfolio's  share price can fall because
of weakness in the securities market as a whole, in particular  industries or in
specific  holdings.  Investing in small companies  involves greater risk of loss
than is customarily associated with more established companies.  Stocks of small
companies may be subject to more abrupt or erratic price  movements  than larger
company stocks.  Small companies often have limited product lines,  markets,  or
financial resources, and their management may lack depth and experience. While a
value approach to investing is generally  considered to involve less risk than a
growth  approach,  investing in value  stocks  carries the risks that the market
will not recognize the stock's  intrinsic value for a long time, or that a stock
judged to be undervalued may actually be appropriately priced.

Other Investments:

         Although the Portfolio will invest primarily in U.S. common stocks,  it
may also purchase  other types of  securities,  for example,  preferred  stocks,
convertible  securities,  warrants and bonds when considered consistent with the
Portfolio's  investment  objective  and  policies.  The  Portfolio  may purchase
preferred stock for capital  appreciation where the issuer has omitted, or is in
danger of omitting,  payment of the dividend on the stock. Debt securities would
be purchased in companies that meet the investment criteria for the Portfolio.

         The  Portfolio  may  invest  up to 20% of its total  assets in  foreign
securities,  including American  Depositary Receipts and securities of companies
in developing  countries,  and may enter into forward foreign currency  exchange
contracts. (The Portfolio may invest in foreign cash items as described below in
excess of this 20% limit.) The  Portfolio may enter into stock index or currency
futures  contracts  (or options  thereon) for hedging  purposes or to provide an
efficient  means of regulating the  Portfolio's  exposure to the equity markets.
The  Portfolio  may also write  (sell) call and put options and purchase put and
call options on securities, financial indices, and currencies. The Portfolio may
invest up to 10% of its total assets in hybrid  instruments,  which  combine the
characteristics of futures,  options and securities.  For additional information
about these investments and their risks, see this Prospectus under "Certain Risk
Factors and Investment Methods."


<PAGE>


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


<PAGE>


AST JANUS MID-CAP GROWTH PORTFOLIO:

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

Principal Investment Policies and Risks:

         The Portfolio  pursues its  objective by investing  primarily in common
stocks selected for their growth potential, and normally invests at least 65% of
its equity  assets in  medium-sized  companies.  For purposes of the  Portfolio,
medium-sized companies are those whose market  capitalizations  (measured at the
time of investment)  fall within the range of companies in the Standard & Poor's
MidCap 400 Index (the "S&P 400"). The market  capitalizations within the S&P 400
will vary,  but as of December 31,  1999,  they ranged from  approximately  $170
million to $37 billion.  The Sub-advisor  generally takes a "bottom up" approach
to choosing investments for the Portfolio. In other words, the Sub-advisor seeks
to identify individual  companies with earnings growth potential that may not be
recognized  by the market at large.  The  Sub-advisor  makes this  assessment by
looking at companies one at a time, regardless of size, country of organization,
place of principal business activity, or other similar selection criteria.

         Because the  Portfolio  may invest  substantially  all of its assets in
common stocks,  the main 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 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.  In general, the
smaller the company,  the more likely it is to suffer significant losses as well
as  to  realize  substantial  growth.   Smaller  companies  may  lack  depth  of
management,  they may be  unable  to  generate  funds  necessary  for  growth or
potential  development,  or they may be  developing  or  marketing  products  or
services for which there are not yet, and may never be, established  markets. In
addition,  such  companies  may be subject to intense  competition  from  larger
companies,  and may have more  limited  trading  markets  than the  markets  for
securities of larger issuers.

         The Portfolio is  non-diversified.  In other words,  it may hold larger
positions  in a smaller  number of  securities  than a  diversified  fund.  As a
result,  a single  security's  increase  or decrease in value may have a greater
impact on the  Portfolio's  share price and total return.  Because of this,  the
Portfolio's  share  price can be expected to  fluctuate  more than a  comparable
diversified fund.

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

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

Other Investments:

         Although the  Sub-advisor  expects to invest  primarily in domestic and
foreign equity  securities,  which may include preferred stocks,  common stocks,
warrants  and  securities  convertible  into  common or  preferred  stocks,  the
Portfolio may also invest to a lesser degree in other types of securities,  such
as 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  ("junk"
bonds).

         -- 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 be positively or negatively
indexed  (i.e.,  their value  increase or  decrease  if the  reference  index or
instrument appreciates).

         Foreign  Securities.  The  Portfolio  may  invest  up to 25% of its net
assets in foreign securities  denominated in foreign currencies and not publicly
traded in the  United  States.  The  Portfolio  may invest  directly  in foreign
securities  denominated in a foreign currency,  or may invest through depository
receipts or passive foreign investment companies.  Generally,  the same criteria
are used to select foreign securities as domestic securities. Foreign securities
are generally  selected on a stock-by-stock  basis without regard to any defined
allocation among countries or geographic regions.  However, certain factors such
as  expected  levels of  inflation,  government  policies  influencing  business
conditions,  the outlook for currency relationships,  and prospects for economic
growth  among  countries,  regions  or  geographic  areas  may  warrant  greater
consideration in selecting foreign securities.

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

         Futures,  Options and Other Derivative  Instruments.  The Portfolio may
enter into  futures  contracts  on  securities,  financial  indices  and foreign
currencies  and  options  on  such  contracts  and  may  invest  in  options  on
securities,  financial  indices and foreign  currencies,  forward  contracts and
interest  rate  swaps  and  swap-related  products   (collectively   "derivative
instruments").  The Portfolio may use derivative instruments to hedge or protect
its portfolio from adverse  movements in securities  prices,  currency  exchange
rates,  and interest  rates.  To a limited  extent,  the  Portfolio may also use
derivative  instruments  for  non-hedging  purposes  such as  seeking to enhance
return.

         For more  information  on the types of  securities  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 unfavorable for profitable investing,  or when the Sub-advisor is
otherwise unable to locate attractive investment opportunities,  the Portfolio's
cash or similar investments may increase. In other words, the Portfolio does not
always stay fully  invested in stocks.  Even when the  Portfolio is  essentially
fully invested, some residual amount of Portfolio assets will remain in cash and
similar   investments.   These   investments  may  include   commercial   paper,
certificates of deposit, repurchase agreements, short-term debt obligations, and
money  market  funds  (including  funds  managed by the  Sub-advisor).  When the
Portfolio's investments in cash or similar investments increase, the opportunity
to achieve  its  investment  objective  of  long-term  growth of capital  may be
limited.


<PAGE>


AST ALGER MID-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  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. These are 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.  These are 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 Portfolio  focuses on midsize  companies with promising  potential.
Under  normal  circumstances,  the  Portfolio  invests  primarily  in the equity
securities  of  companies  having a market  capitalization  within  the range of
companies in the S&P(R) MidCap 400 Index.  The Portfolio may invest up to 35% of
its total assets in equity  security of companies that, at the time of purchase,
have total  market  capitalization  outside  the range of  companies  in the S&P
MidCap  400  Index  and in  excess  of 35%  (up to 100%  of its  assets)  during
temporary defensive periods.


         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.

         Because  the  Portfolio   invests   primarily  in  the   securities  of
medium-sized companies,  there is a possibility of greater risk than a fund that
invests in larger,  more established  companies.  Increased risk may result from
such factors as inexperienced management and limited financial resources.

Other Investments:

         Foreign Securities.  The Portfolio may invest up to 20% 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.

         Short  sales  "against  the box." The  Portfolio  may from time to time
makes short sales "against the box."

         A discussion of these  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 NEUBERGER BERMAN MID-CAP GROWTH 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.  Companies with equity market  capitalizations from
$300 million to $10 billion at the time of  investment  are  considered  mid-cap
companies for purposes of the  Portfolio.  The Trust may revise this  definition
based on market  conditions.  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.  The  Portfolio  does  not seek to  invest  in  securities  that pay
dividends or interest, and any such income is incidental.

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

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

         As a fund that invests primarily in 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.  In addition,  the Portfolio's growth
investment  program will generally  involve  greater risk and price  fluctuation
than funds that  invest in more  undervalued  securities.  Because the prices of
growth  stocks tend to be based  largely on future  expectations,  these  stocks
historically have been more sensitive than value stocks to bad economic news and
negative earnings surprises.

Other Investments:

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

         Fixed  Income  Securities.  The  Portfolio  may invest up to 35% of its
total assets,  measured at the time of  investment,  in  investment  grade fixed
income or debt securities. If the quality of any fixed income securities held by
the Portfolio  deteriorates  so that they are no longer  investment  grade,  the
Portfolio will sell such securities in an orderly manner so that its holdings of
such securities do not exceed 5% of its net assets.

         Foreign Securities.  The Portfolio may invest up to 10% of the value of
its  total  assets,  measured  at the time of  investment,  in  equity  and debt
securities that are denominated in foreign currencies. There is no limitation on
the percentage of the  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 or exchange rate changes (hedge) or generate income by writing
(selling) covered call options against securities held in its portfolio, and may
purchase call options in related closing transactions.

         Temporary Investments. When the 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 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:

         High Unit Volume Growth Companies.  These are 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.

         Positive Life Cycle Change Companies.  These are 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 GABELLI ALL-CAP VALUE PORTFOLIO:

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

Principal Investment Strategies and Risks:

         The  Portfolio  will  invest  primarily  in readily  marketable  equity
securities including common stocks,  preferred stocks and securities that may be
converted at a later time into common  stock.  The  Portfolio  may invest in the
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.

         In making stock  selections,  the Portfolio  strives to earn a 10% real
rate of return.  The  Portfolio  focuses on  companies  that appear  underpriced
relative  to their  private  market  value  ("PMV").  PMV is the value  that the
Portfolio's  Sub-advisor believes informed investors would be willing to pay for
a  company.   The  Sub-advisor   considers  factors  such  as  price,   earnings
expectations,  earnings and price histories,  balance sheet  characteristics and
perceived  management skills. The Sub-advisor also considers changes in economic
and  political  outlooks  as  well as  individual  corporate  developments.  The
Sub-advisor will sell any Portfolio  investments that lose their perceived value
relative to other investments.

         Investments will be made based on the Sub-advisor's perception of their
potential for capital  growth.  Current income may also be considered.  However,
many of the common stocks the Portfolio will buy will not pay dividends.

         As a  Portfolio  that  invests  primarily  in  equity  securities,  the
principal  risk to which  the  Portfolio  is  subject  is that the  value of the
securities  held by the Portfolio will decline.  The value of equity  securities
will fluctuate due to many factors, including the past and predicted earnings of
the issuer, the quality of the issuer's  management,  general market conditions,
the  forecasts for the issuer's  industry and the value of the issuer's  assets.
While value  investing  historically  has involved  less risk that  investing in
growth  companies,  the  Portfolio  is subject to the risks that the PMVs of the
stocks  purchased by the Portfolio may never be realized by the market,  or that
the Sub-advisor may be incorrect in its assessment of the PMVs.

         In  addition,  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 the Portfolio
emphasizes small-cap stocks, it will be subject to a level of risk higher than a
Portfolio  investing  primarily in more  conservative  "large-cap"  stocks.  The
Portfolio may be subject to additional  risks as a result of its  investments in
foreign securities,  including unfavorable foreign government actions, political
instability,  the absence of accurate  information  about foreign  issuers,  and
exposure to foreign  currencies  that may decline in value  relative to the U.S.
dollar.

Other Investments:

         The Portfolio may invest up to 25% of its total assets in securities of
non-U.S.  issuers. While the Portfolio does not intend to do so to a significant
degree, the Portfolio may enter into futures contracts and related options,  and
may purchase and sell call and put options on securities and securities indices.
The Portfolio also may invest in warrants to purchase securities, and may engage
in short sales  "against the box".  For  additional  information on the types of
securities in which the Portfolio may invest, see this Prospectus under "Certain
Risk Factors and Investment Methods."


         Temporary  Investments.  When  adverse  market or  economic  conditions
occur,  the Portfolio may  temporarily  invest all or a portion of its assets in
defensive investments.  Such investments may include high grade debt securities,
obligations of the U.S. Government and its agencies and  instrumentalities,  and
short-term  money  market  instruments.  While the  Portfolio  is in a defensive
position, the opportunity to achieve its investment objective will be limited.


AST KINETICS INTERNET PORTFOLIO:

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

Principal Investment Policies and Risks:

         Under normal  circumstances,  the Portfolio invests at least 65% of its
total assets in common stocks, convertible securities, warrants and other equity
securities  having  the  characteristics  of  common  stocks,  such as  American
Depositary  Receipts  and  International  Depositary  Receipts,  of domestic and
foreign  companies  that  are  engaged  in  the  Internet  and  Internet-related
activities.  The Internet is a collection  of  connected  computers  that allows
commercial and professional organizations,  educational institutions, government
agencies  and  consumers  to  communicate   electronically,   access  and  share
information and conduct business around the world.

         Portfolio securities will be selected by the Sub-advisor from companies
that are engaged in the development of hardware, software and telecommunications
solutions that enable the transaction of business on the Internet by individuals
and companies,  as well as companies that offer products and services  primarily
via the  Internet.  Accordingly,  the  Portfolio  seeks to invest in the  equity
securities of companies  whose  research and  development  efforts may result in
higher stock values.  These companies may be large,  medium or small in size if,
in the Sub-advisor's  opinion,  they meet the Portfolio's  investment  criteria.
Such companies include, but are not limited to, the following:

     Internet Service Providers: Companies that provide users with access to the
Internet.

         Computer Software  Companies:  Companies that produce,  manufacture and
develop  tools to access the  Internet,  enable  Internet  users to enhance  the
speed,  integrity  and storage of data on the Internet,  facilitate  information
distribution   and   gathering  on  the  Internet,   or  secure   Internet-based
transactions.

         Computer  Hardware  Companies:   Companies  that  develop  and  produce
computer and network hardware such as modems,  switchers and routers,  and those
that develop and manufacture  workstations and personal  communications  systems
used to access the Internet and provide Internet services.

         E-Commerce:  Companies  that  derive  a  substantial  portion  of their
revenue from sales of products and services conducted via the Internet.

     Content  Developers:  Companies  that supply  proprietary  information  and
entertainment content, such as games, music, video, graphics,  news, etc. on the
Internet.

         The Sub-advisor selects portfolio  securities by evaluating a company's
positioning  and  business  model as well as its  ability to grow and expand its
activities   via  the   Internet   or  achieve  a   competitive   advantage   in
cost/profitability  and brand  image  leveraging  via use of the  Internet.  The
Sub-advisor  also  considers a company's  fundamentals  by reviewing its balance
sheets, corporate revenues, earnings and dividends. Furthermore, the Sub-advisor
looks at the  amount of capital a company  currently  expends  on  research  and
development.  The  Sub-adviser  believes  that money  invested in  research  and
development today frequently has significant bearing on future growth.

         As  with  any  fund  that  invests  primarily  in  equity   securities,
fluctuations in the value of the securities held by the Portfolio will cause the
share price of the  Portfolio to  fluctuate.  Market  prices of the  Portfolio's
holdings may be adversely affected by the issuer having experienced losses or by
the issuer's lack of earnings or failure to meet the market's  expectations with
respect to new products or services,  or even by market factors wholly unrelated
to the condition of the issuer.

         The   Portfolio  may  be  subject  to  greater  risk  and  share  price
fluctuation  than  other  equity  funds  because  of  the  concentration  of its
investments in a single  industry.  Securities of Internet  companies tend to be
more volatile than securities of companies in other industries.  These companies
are  especially  sensitive  to the  risk  of  product  obsolescence,  and may be
affected by heightened  regulatory  scrutiny and impending changes in government
policies.  In addition,  the Portfolio's  investments in the securities of small
and medium-sized  companies and in foreign securities may increase the degree of
risk to which the Portfolio is subject.

         Non-Diversified    Status.    The    Portfolio   is    classified    as
"non-diversified"  under  the  1940  Act,  which  means  that  one-half  of  the
Portfolio's  assets may be invested  in two or more stocks  while the other half
must be spread  out  among  various  investments  each not  exceeding  5% of the
Portfolio's total assets. As a result of this lesser diversification,  the value
of the  Portfolio's  shares may be more  susceptible  to adverse  changes in the
value  of a  particular  company's  securities  than  would be the  shares  of a
diversified investment company.

Other Investments:


         The  Portfolio  may purchase and write (sell)  options on securities in
which it invests and may buy and sell  financial  futures  contracts and related
options for hedging purposes and/or as a substitute for direct investment.


         Temporary  Investments.   To  respond  to  adverse  market,   economic,
political or other conditions, the Portfolio may invest up to 100% of its assets
in high quality U.S.  short-term debt  securities and money market  instruments.
The Portfolio may invest up to 35% of its assets in these securities to maintain
liquidity.  Some of  these  short-term  instruments  include  commercial  paper,
certificates of deposit, demand and time deposits and banker's acceptances, U.S.
Government  securities  (e.g.,  U.S.  Treasury   obligations),   and  repurchase
agreements.  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 T. ROWE PRICE NATURAL RESOURCES PORTFOLIO:

Investment  Objective:  The  investment  objective  of the  Portfolio is to seek
long-term  capital growth primarily  through the common stocks of companies that
own or develop natural resources (such as energy products,  precious metals, and
forest products) and other basic commodities.

Principal Investment Policies and Risks:

         The  Portfolio  normally  invests  primarily (at least 65% of its total
assets) in the common stocks of natural  resource  companies  whose earnings and
tangible assets could benefit from  accelerating  inflation.  The Portfolio also
may  invest in  non-resource  companies  with the  potential  for  growth.  When
selecting  stocks,  the Sub-advisor looks for companies that have the ability to
expand  production,  to maintain  superior  exploration  programs and production
facilities,  and the potential to accumulate  new  resources.  Natural  resource
companies  in which  the  Portfolio  invests  generally  own or  develop  energy
sources,  precious metals,  nonferrous  metals,  forest  products,  real estate,
diversified  resources  and other basic  commodities  that can be  produced  and
marketed profitably when both labor costs and prices are rising.

         The Portfolio may sell securities for a variety of reasons,  such as to
secure   gains,   limit   losses  or  re-deploy   assets  into  more   promising
opportunities.

         As with all stock funds,  the Portfolio's  share price can fall because
of weakness in one or more securities markets, particular industries or specific
holdings.  In addition,  the Portfolio is less diversified than most stock funds
and  could  therefore  experience  sharp  price  declines  when  conditions  are
unfavorable in the natural resources sector.  For instance,  while the Portfolio
attempts to invest in companies  that may benefit from  accelerating  inflation,
inflation has slowed  considerably in recent years.  The rate of earnings growth
of natural  resource  companies  may be irregular  because  these  companies are
strongly  affected by natural forces,  global economic cycles and  international
politics.  For example,  stock prices of energy  companies can fall sharply when
oil prices fall.  Real estate  companies are  influenced  by interest  rates and
other factors.

Other Investments:

         Although the Portfolio will invest primarily in U.S. common stocks,  it
may also purchase  other types of  securities,  for example,  preferred  stocks,
convertible  securities  and  warrants,  when  considered  consistent  with  the
Portfolio's  investment  objective  and  policies.  The  Portfolio  may purchase
preferred stock for capital  appreciation where the issuer has omitted, or is in
danger of omitting,  payment of the  dividend on the stock.  The  Portfolio  may
invest  in debt  securities,  including  up to 10% of its  total  assets in debt
securities   rated  below   investment   grade.  The  Portfolio  may  invest  in
mortgage-backed  securities,  including stripped mortgage-backed securities. The
Portfolio may invest up to 10% of its total assets in hybrid instruments,  which
combine the characteristics of futures, options and securities.

         Foreign  Securities.  The  Portfolio  may invest up to 50% of its total
assets  in  foreign  securities,  including  American  Depositary  Receipts  and
securities  of  companies  in  developing  countries,   which  offer  increasing
opportunities for natural  resource-related growth. The Portfolio may enter into
forward  foreign  currency  exchange  contracts in  connection  with its foreign
investments.  The Portfolio's investments in foreign securities, or even in U.S.
companies with significant overseas investments, may decline in value because of
declining foreign  currencies or adverse political and economic events overseas,
although currency risk may be somewhat reduced because many commodities  markets
are dollar based.

         Futures  and  Options.  The  Portfolio  may enter into  stock  index or
currency  futures  contracts  (or options  thereon)  for hedging  purposes or to
provide an efficient means of regulating the Portfolio's  exposure to the equity
markets.  The Portfolio may write covered call options and purchase put and call
options on foreign currencies, securities, and stock indices.

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

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


<PAGE>


AST ALLIANCE GROWTH PORTFOLIO:

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

Principal Investment Policies and Risks:

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

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

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

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

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

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

Other Investments:

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

--   invest up to 20% of its net assets in convertible securities;

--   invest up to 5% of its net assets in rights or warrants;

--   invest up to 15% of its total assets in foreign securities;

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

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

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

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


<PAGE>


AST MFS GROWTH PORTFOLIO:

Investment  Objective:  The investment  objective of the Portfolio is to provide
long-term growth of capital and future, rather than current, income.

Principal Investment Policies and Risks:

         The Portfolio invests, under normal market conditions,  at least 80% of
its total  assets in common  stocks and related  securities,  such as  preferred
stocks,  convertible  securities and depositary receipts,  of companies that the
Sub-advisor believes offer better than average prospects for long-term growth.

         The  Sub-advisor  uses  a  "bottom  up,"  as  opposed  to  "top  down,"
investment  style in managing  the  Portfolio.  This means that  securities  are
selected  based upon  fundamental  analysis  of  individual  companies  (such as
analysis of the  companies'  earnings,  cash  flows,  competitive  position  and
management abilities) by the Sub-advisor.

         In managing the Portfolio, the Sub-advisor seeks to purchase securities
of companies that it considers  well-run and poised for growth.  The Sub-advisor
looks particularly for companies with the following qualities:

o    a strong franchise, strong cash flows and a recurring revenue stream

o    a strong  industry  position,  where  there is  potential  for high  profit
     margins or substantial barriers to new entry into the industry

o    a strong management with a clearly defined strategy

o    new products or services.

         The  Portfolio  may  invest  up to 35% of its  net  assets  in  foreign
securities.

         As with any fund investing primarily in common stocks, the value of the
securities  held by the  Portfolio  may  decline  in value,  either  because  of
changing  economic,  political or market  conditions  or because of the economic
condition  of the  company  that  issued the  security.  These  declines  may be
substantial.  In addition,  the prices of the growth company stocks in which the
Portfolio invests may fluctuate to a greater extent than other equity securities
due to  changing  market  conditions  or  disappointing  earnings  results.  The
Portfolio  may  invest in  foreign  companies,  including  companies  located in
developing  countries,  and it  therefore  will be subject to risks  relating to
political, social and economic conditions abroad, risks resulting from differing
regulatory standards in non-U.S.  markets, and fluctuations in currency exchange
rates.

Other Investments:

         Although  the  Portfolio  will invest  primarily  in common  stocks and
related securities,  the Portfolio may also invest in variable and floating rate
debt  securities.  The  Portfolio  may purchase and sell futures  contracts  and
related options on securities indices, foreign currencies and interest rates for
hedging and  non-hedging  purposes.  The  Portfolio  may also enter into forward
contracts  for the  purchase  or sale of  foreign  currencies  for  hedging  and
non-hedging  purposes.  The Portfolio  may purchase and write (sell)  options on
securities, stock indices and foreign currencies.

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

         Temporary  Investments.  The  Portfolio  may depart from its  principal
investment strategy by temporarily investing for defensive purposes when adverse
market,  economic or political  conditions  exist.  When investing for defensive
purposes,  the  Portfolio may hold cash or invest in cash  equivalents,  such as
short-term U.S.  government  securities,  commercial paper and bank instruments.
While the Portfolio is in a defensive  position,  the opportunity to achieve its
investment objective will be limited.


<PAGE>


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

         High Unit Volume Growth Companies.  These are 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.

         Positive Life Cycle Change Companies.  These are 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 Portfolio  focuses on growing  companies  that generally have broad
product  lines,  markets,  financial  resources and depth of  management.  Under
normal  circumstances,  the portfolio invests primarily in the equity securities
of large companies.

         The  Portfolio  normally  invests  at least 65% of its total  assets in
equity  securities of companies that, at the time of purchase of the securities,
have total market  capitalizations of $1 billion or greater.  The Portfolio also
may invest up to 35% of its total assets in equity securities of companies that,
at the time of  purchase,  have  total  market  capitalizations  of less than $1
billion.

         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  increase if it makes  significant
investments in securities of smaller companies.

Other Investments:

         Foreign Securities.  The Portfolio may invest up to 20% 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.

         Short  sales  "against  the box." The  Portfolio  may from time to time
makes short sales "against the box."

         A discussion of these  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 Marsico Capital Growth portfolio:

Investment  Objective:  The  investment  objective  of the  Portfolio is to seek
capital growth. Income is not an investment objective 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.  The  Sub-advisor  expects that the majority of the  Portfolio's
assets  will be  invested  in the  common  stocks of  larger,  more  established
companies.

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

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

         The primary risk  associated  with  investment in the Portfolio will be
the risk that the equity securities held by the Portfolio will decline in value.
The risk of the  Portfolio  is  expected to be  commensurate  with that of other
funds using a growth strategy to invest in the stocks of large and  medium-sized
companies.

         Although it is the general policy of the Portfolio to purchase and hold
securities  for capital  growth,  changes in the  Portfolio  will be made as the
Sub-advisor  deems  advisable.  For example,  portfolio  changes may result from
liquidity  needs,  securities  having reached a desired  price,  or by reason of
developments not foreseen at the time of the investment was made.

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

Other Investments:

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

         The  Portfolio  may  also  purchase   securities  of  foreign  issuers,
including  foreign equity and debt securities and depositary  receipts.  Foreign
securities are selected  primarily on a  stock-by-stock  basis without regard to
any defined allocation among countries or geographic regions.  The Portfolio may
also use a variety of currency hedging  techniques,  including  forward currency
contracts,  to manage exchange rate risk with respect to investments  exposed to
foreign currency fluctuations.

         Index/structured  Securities. The Portfolio may invest without limit in
index/structured  securities,  which are debt securities whose value at maturity
or interest rate is linked to currencies,  interest  rates,  equity  securities,
indices, commodity prices or other financial indicators.  Such securities may be
positively or negatively  indexed (i.e., their value may increase or decrease if
the reference index or instrument appreciates).  Index/structured securities may
have return  characteristics  similar to direct  investments  in the  underlying
instruments,  but may be more  volatile  than the  underlying  instruments.  The
Portfolio bears the market risk of an investment in the underlying  instruments,
as well as the credit risk of the issuer of the index/structured security.

         Futures,  Options and Other Derivative  Instruments.  The Portfolio may
purchase and write (sell) options on securities,  financial indices, and foreign
currencies,  and may  invest  in  futures  contracts  on  securities,  financial
indices, and foreign currencies, options on futures contracts, forward contracts
and swaps and swap-related products. These instruments will be used primarily to
hedge  the  Portfolio's   positions   against  potential  adverse  movements  in
securities  prices,  foreign  currency  markets or interest  rates. To a limited
extent,  the  Portfolio  may also use  derivative  instruments  for  non-hedging
purposes  such as  increasing  the  Portfolio's  income or  otherwise  enhancing
return.

         For an additional  discussion of many of these types of securities  and
their risks,  see this  Prospectus  under  "Certain Risk Factors and  Investment
Methods."

         Temporary  Investments.  Although  the  Sub-advisor  expects  to invest
primarily in equity  securities,  the  Sub-advisor  may increase the Portfolio's
cash position without limitation when the Sub-advisor  believes that appropriate
investment   opportunities   for  capital  growth  with  desirable   risk/reward
characteristics are unavailable.  Cash and similar investments (whether made for
defensive  purposes or to receive a return on idle cash) will include high-grade
commercial paper,  certificates of deposit and repurchase agreements.  While the
Portfolio is in a defensive position,  the opportunity to achieve its investment
objective of 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.





AST JANUS STRATEGIC VALUE PORTFOLIO:

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

Principal Investment Policies and Risks:


         The Portfolio  pursues its  objective by investing  primarily in common
stocks  with the  potential  for  long-term  growth of  capital  using a "value"
approach.  The value approach the  Sub-advisor  uses  emphasizes  investments in
companies it believes  are  undervalued  relative to their  intrinsic  worth.  A
company  may be  undervalued  due to market or  economic  conditions,  temporary
earnings  declines,  unfavorable  developments  affecting  the  company or other
factors.


         The Sub-advisor  measures value as a function of  price/earnings  (P/E)
ratios and  price/free  cash flow. A P/E ratio is the  relationship  between the
price of a stock and its  earnings  per  share.  This  figure is  determined  by
dividing a stock's  market price by the  company's  earnings  per share  amount.
Price/free  cash flow is the  relationship  between the price of a stock and the
company's  available  cash  from  operations  minus  capital  expenditures.  The
Sub-advisor will typically seek attractively valued companies that are improving
their free cash flow and improving their returns on invested capital.

         The  Sub-advisor  generally  takes a "bottom  up"  approach in choosing
investments for the Portfolio. In other words, the Sub-advisor seeks to identify
companies that are undervalued by looking at companies one at a time, regardless
of size, country of organization, place of principal business activity, or other
similar  selection  criteria.   Realization  of  income  is  not  a  significant
consideration when choosing  investments for the Portfolios.  Income realized on
the Portfolio's investments is incidental to its objective.


         As a fund that invests primarily in common stocks, the main risk of the
Portfolio  is the risk that the value of the  stocks  it holds  might  decrease,
either in response to factors  relating to an individual  company or in response
to general market and/or economic  conditions.  If this occurs,  the Portfolio's
share price may also decrease.  While a fund that focuses on value stocks may be
subject to less risk than a fund  investing in stocks of growth  companies,  the
Portfolio is subject to the risk that the Sub-advisor's belief about a company's
intrinsic  worth will be  incorrect or will not be realized by the market in the
time frame expected.


         While the Portfolio  will  generally  focus on the securities of larger
companies,  the  Portfolio may invest in the  securities  of smaller  companies,
including start-up companies offering emerging products or services.  Smaller or
newer  companies  may suffer  more  significant  losses as well as realize  more
substantial growth than larger or more established issuers because they may lack
depth of  management,  be unable  to  generate  funds  necessary  for  growth or
potential  development,  or be  developing or marketing new products or services
for which markets are not yet established and may never become established.  The
Portfolio's  level of risk may also be affected if it invests as described below
in certain types of investments  other than domestic  equities,  such as foreign
securities,  derivative investments,  non-investment grade debt securities,  and
initial public offerings (IPOs).

         The Portfolio  generally  intends to purchase  securities for long-term
investment although,  to a limited extent, the Portfolio may purchase securities
in anticipation of relatively  short-term price gains.  Short-term  transactions
may also result from liquidity needs, securities having reached a price or yield
objective,  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. 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.


         Non-Diversified    Status.   The   Portfolio   is   classified   as   a
non-diversified investment company. In other words, it may hold larger positions
in a smaller number of securities than a diversified fund. As a result, a single
security's  increase  or  decrease  in value  may have a  greater  impact on the
Portfolio's share price and total return. Because of this, the Portfolio's share
price can be expected to fluctuate more than a comparable diversified fund.

         Special Situations.  The Portfolio may invest in special situations.  A
special situation arises when the Sub-advisor believes that the securities of an
issuer will be recognized and appreciate in value due to a specific  development
with respect to that issuer.  Special situations may include significant changes
in a company's allocation of its existing capital, a restructuring of assets, or
a redirection of free cash flows. For example,  issuers  undergoing  significant
capital changes may include companies involved in spin-offs, sales of divisions,
mergers or  acquisitions,  companies  emerging  from  bankruptcy,  or  companies
initiating  large  changes in their  debt to equity  ratio.  Companies  that are
redirecting  cash  flows may be  reducing  debt,  repurchasing  shares or paying
dividends.  Special  situations may also result from (1) significant  changes in
industry structure through regulatory developments or shifts in competition, (2)
a new or improved  product,  service,  operation or technological  advance,  (3)
changes in senior management,  or (4) significant changes in cost structure. The
Portfolio's  performance  could  suffer  if  the  anticipated  development  in a
"special  situation"  investment does not occur or does not attract the expected
attention.


Other Investments:


         While  the  Portfolio  will  invest  primarily  in common  stocks,  the
Portfolio may also invest to a lesser degree in other types of securities,  such
as preferred stocks,  warrants,  securities convertible into common or preferred
stocks, and debt securities.  The Portfolio will not invest more than 35% of its
assets in bonds rated below investment grade ("junk" bonds).


         In  addition,  the  Portfolio  may  invest  in the  following  types of
securities and engage in the following investment techniques:

         Indexed/Structured    Securities.   The   Portfolio   may   invest   in
indexed/structured  securities,  which typically are short- to intermediate-term
debt  securities  whose  value  at  maturity  or  interest  rate  is  linked  to
currencies,  interest rates,  equity  securities,  indices,  commodity prices or
other  financial  indicators.  Such  securities  may be positively or negatively
indexed  (i.e.,  their value may increase or decrease if the reference  index or
instrument   appreciates).   Indexed/structured   securities   may  have  return
characteristics similar to direct investments in the underlying instruments, but
may be more volatile than the underlying instruments.

         Foreign  Securities.  The  Portfolio  may  invest  up to 25% of its net
assets in foreign securities  denominated in foreign currencies and not publicly
traded in the United States.  The Portfolio may also invest in foreign companies
through depositary receipts or passive foreign investment companies.  Generally,
the same  criteria are used to select  foreign  securities as are used to select
domestic   securities.   Foreign   securities   are  generally   selected  on  a
stock-by-stock basis without regard to any defined allocation among countries or
geographic  regions.  However,  certain  factors  such  as  expected  levels  of
inflation,  government policies influencing business conditions, the outlook for
currency  relationships,  and  prospects  for economic  growth among  countries,
regions or  geographic  areas may warrant  greater  consideration  in  selecting
foreign  securities.  There are no  limitations  on the  countries  in which the
Portfolio  may invest and the Portfolio  may at times have  significant  foreign
exposure.

         Futures,  Options and Other Derivative  Instruments.  The Portfolio may
buy and sell futures contracts on foreign  currencies,  securities and financial
indices and options on such contracts. The Portfolio may also purchase and write
put and call options on securities,  securities indices and foreign  currencies.
The Portfolio may enter into forward foreign currency exchange contracts,  swaps
and other  derivative  instruments.  The Portfolio may use these  instruments to
hedge or protect its  portfolio  from adverse  movements in  securities  prices,
currency exchange rates, and interest rates. To a limited extent,  the Portfolio
may also use derivative  instruments for non-hedging purposes such as seeking to
enhance return.

         Additional  information  on the types of  securities  other than common
stocks in which the  Portfolio may invest is included in this  Prospectus  under
"Certain Risk Factors and Investment Methods."

         Temporary  Investments.  When  the  Sub-advisor  believes  that  market
conditions are unfavorable for profitable investing,  or when the Sub-advisor is
otherwise unable to locate attractive investment opportunities,  the Portfolio's
cash or similar investments may increase. In other words, the Portfolio does not
always stay fully  invested in stocks.  Even when the  Portfolio is  essentially
fully invested,  some residual amount of Portfolio assets will remain in cash or
similar   investments.   These   investments  may  include   commercial   paper,
certificates of deposit, repurchase agreements, short-term debt obligations, and
money  market  funds  (including  funds  managed by the  Sub-advisor).  When the
Portfolio's investments in cash or similar investments increase, the opportunity
to achieve its investment objective of long-term capital growth may be limited.


<PAGE>


AST COHEN & STEERS REALTY PORTFOLIO:

Investment  Objective:  The investment objective of the Portfolio is to maximize
total return through investment in real estate securities.

Principal Investment Policies and Risks:

The Portfolio  pursues its  investment  objective of maximizing  total return by
seeking,  with approximately equal emphasis,  capital growth and current income.
Under normal  circumstances,  the Portfolio will invest substantially all of its
assets in the equity securities of real estate companies. Such equity securities
will consist of:

o    common stocks (including shares in real estate investment trusts),

o    rights or warrants to purchase common stocks,

o    securities  convertible  into common  stocks where the  conversion  feature
     represents,  in  the  Sub-advisor's  view,  a  significant  element  of the
     securities' value, and

o    preferred stocks.

         For purposes of the  Portfolio's  investment  policies,  a "real estate
company" is one that  derives at least 50% of its revenues  from the  ownership,
construction,  financing, management or sale of real estate or that has at least
50% of its  assets in real  estate.  The  Portfolio  may invest up to 10% of its
total assets in securities of foreign real estate companies.

         Real  estate  companies  may  include  real  estate  investment  trusts
("REITs").  REITs  pool  investors'  funds for  investment  primarily  in income
producing  real  estate or real estate  related  loans or  interests.  REITs can
generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity
REITs,  which  invest the majority of their  assets  directly in real  property,
derive their income primarily from rents.  Equity REITs can also realize capital
gains or losses by selling properties. Mortgage REITs, which invest the majority
of their assets in real estate  mortgages,  derive their income  primarily  from
interest payments. Hybrid REITs combine the characteristics of both Equity REITs
and Mortgage REITs.

         As a fund that invests  primarily in equity  securities,  the Portfolio
will be subject to many of the same risks as other equity  funds.  The Portfolio
also will be  subject to  certain  risks  related  specifically  to real  estate
securities,  and may be subject to greater risk and share price fluctuation than
other equity funds because of the  concentration  of its investments in a single
industry.

         While the Portfolio will not invest in real estate directly, securities
of real estate  companies  may be subject to risks  similar to those  associated
with the direct ownership of real estate. These include risks related to general
and local economic  conditions,  dependence on management skill, heavy cash flow
dependency,  possible lack of available mortgage funds,  overbuilding,  extended
vacancies of  properties,  increases in property  taxes and operating  expenses,
changes  in  zoning  laws,  losses  due to costs  resulting  from  environmental
problems,  casualty or condemnation losses, limitations on rents, and changes in
neighborhood values, the appeal of properties to tenants and interest rates.

         In general, Equity REITs may be affected by changes in the value of the
underlying property owned by the trusts, while Mortgage REITs may be affected by
the quality of any credit  extended.  In the event of a default by a borrower or
lessee,  a REIT  may  experience  delays  and may  incur  substantial  costs  in
enforcing its rights as a mortgagee or lessor.

         Non-Diversified    Status.   The   Portfolio   is   classified   as   a
"non-diversified"  investment  company  under  the 1940  Act,  which  means  the
Portfolio  is not limited by the 1940 Act in the  proportion  of its assets that
may be invested in the  securities of a single  issuer.  However,  the Portfolio
intends to meet certain  diversification  standards  under the Internal  Revenue
Code that must be met to relieve the Portfolio of liability  for Federal  income
tax if its earnings are distributed to shareholders.  As a non-diversified fund,
a price decline in any one of the 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 write  (sell)  put and  covered  call  options  and
purchase put and call options on  securities or stock indices that are listed on
a national  securities or commodities  exchange.  The Portfolio may buy and sell
financial futures  contracts,  stock and bond index futures  contracts,  foreign
currency futures contracts and options on the foregoing. The Portfolio may enter
into  forward  foreign  currency  exchange  contracts  in  connection  with  its
investments  in  foreign  securities.  The  Portfolio  may also enter into short
sales,  which are  transactions  in which the Portfolio sells a security it does
not own at the time of the sale in  anticipation  that the  market  price of the
security will decline. The Sub-advisor expects that the Portfolio will use these
techniques on a relatively infrequent basis.

         Additional  information  about  these  techniques  and  their  risks is
included below under "Certain Risk Factors and Investment Methods."

         Temporary  Investments.  When the  Sub-advisor  believes that market or
general  economic  conditions  justify  a  temporary  defensive  position,   the
Portfolio  will  invest  all or a  portion  of its  assets  in  high-grade  debt
securities, including corporate debt securities, U.S. government securities, and
short-term money market  instruments,  without regard to whether the issuer is a
real  estate  company.  While the  Portfolio  is in a  defensive  position,  the
opportunity to achieve its investment  objective of maximum total return will be
limited.  The Portfolio may also invest funds awaiting  investment or funds held
to satisfy  redemption  requests or to pay dividends and other  distributions to
shareholders in short-term money market instruments.


<PAGE>



AST SANFORD BERNSTEIN MANAGED INDEX 500 PORTFOLIO:

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

Principal Investment Policies and Risks:

         The Portfolio  will invest  primarily in the common stocks of companies
included in the S&P 500. The S&P 500 is an index of 500 common  stocks,  most of
which trade on the New York Stock  Exchange Inc. (the "NYSE").  The  Sub-advisor
believes  that the S&P 500 is  representative  of the  performance  of  publicly
traded common stocks in the U.S. in general.

         In seeking to  outperform  the S&P 500, the  Sub-advisor  starts with a
portfolio of stocks  representative of the holdings of the index. It then uses a
set of fundamental,  quantitative criteria that are designed to indicate whether
a particular  stock will  predictably  perform better or worse than the S&P 500.
Based on these criteria, the Sub-advisor determines whether the Portfolio should
over-weight,  under-weight  or hold a neutral  position in the stock relative to
the  proportion  of the S&P 500 that the  stock  represents.  In  addition,  the
Sub-advisor  may determine based on the  quantitative  criteria that (1) certain
S&P 500  stocks  should  not be held by the  Portfolio  in any  amount,  and (2)
certain equity securities that are not included in the S&P 500 should be held by
the Portfolio.  The Portfolio may invest up to 15% of its total assets in equity
securities not included in the S&P 500.

         As a mutual fund investing primarily in common stocks, the Portfolio is
subject to the risk that common  stock  prices will  decline  over short or even
extended periods. The U.S. stock market tends to be cyclical,  with periods when
stock prices  generally  rise and periods  when prices  generally  decline.  The
Sub-advisor  believes that the various  quantitative  criteria used to determine
which  stocks  to over- or  under-weight  will  balance  each  other so that the
overall risk of the Portfolio is not likely to differ  materially  from the risk
of the S&P 500 itself.  While the Portfolio  attempts to outperform the S&P 500,
it is not expected that any  outperformance  will be substantial.  The Portfolio
also may underperform the S&P 500 over short or extended periods.

         About the S&P 500. The S&P 500 is a well-known  stock market index that
includes  common  stocks  of  500  companies  from  several  industrial  sectors
representing  a  significant  portion of the market  value of all common  stocks
publicly  traded  in the  United  States.  Stocks  in the S&P  500 are  weighted
according  to their  market  capitalization  (the  number of shares  outstanding
multiplied by the stock's  current  price).  The  composition  of the S&P 500 is
determined  by S&P  based on such  factors  as  market  capitalization,  trading
activity,  and whether  the stock is  representative  of stocks in a  particular
industry group. The composition of the S&P 500 may be changed from time to time.
"Standard &  Poor's(R)",  "S&P 500(R)",  "Standard & Poor's 500",  and "500" are
trademarks of The McGraw-Hill Companies,  Inc. and have been licensed for use by
the Investment Manager.

         The Portfolio is not sponsored,  endorsed, sold or promoted by Standard
&Poor's,  a division of The McGraw-Hill  Companies,  Inc. ("S&P").  S&P makes no
representation  or  warranty,  express or implied,  to the  shareholders  of the
Portfolio or any member of the public regarding the advisability of investing in
securities generally or in the Portfolio  particularly or the ability of the S&P
500 to track general stock market  performance.  S&P's only  relationship to the
Investment  Manager or the  Sub-advisor is a license  provided to the Investment
Manager of certain  trademarks  and trade names of S&P and of the S&P 500, which
is  determined,  composed and calculated by S&P without regard to the Investment
Manager,  Sub-advisor,  or Portfolio. S&P has no obligation to take the needs of
the Investment  Manager,  Sub-advisor or the  shareholders of the Portfolio into
consideration  in determining,  composing or calculating the S&P 500. S&P is not
responsible for and has not participated in the  determination of the prices and
amount of the Portfolio or the timing of the issuance or sale of the  Portfolio,
or in the  determination  or calculation of the Portfolio's net asset value. S&P
has no obligation or liability in connection with the administration,  marketing
or trading of the Portfolio.

         S&P does not guarantee the accuracy and/or the  completeness of the S&P
500 or any data  included  therein and shall have no  liability  for any errors,
omissions, or interruptions therein. S&P makes no warranty,  express or implied,
as to  the  results  to be  obtained  by  the  Portfolio,  shareholders  of  the
Portfolio, or any other person or entity from the use of the S&P 500 or any data
included  therein.  S&P makes no  express or implied  warranties  and  expressly
disclaims all warranties of  merchantability or fitness for a particular purpose
or use  with  respect  to the  S&P 500 or any  data  included  therein.  Without
limiting any of the foregoing,  in no event shall S&P have any liability for any
special,  punitive,  indirect or consequential damages (including lost profits),
even if notified of the possibility of such damages.

Other Investments:

         Derivatives.  The Portfolio may invest in various  instruments that are
or may be considered  derivatives,  including securities index futures contracts
and related options, warrants and convertible securities.  These instruments may
be used for several  reasons:  to simulate full  investment in the S&P 500 while
retaining cash for fund management  purposes,  to facilitate  trading, to reduce
transaction  costs  or to  seek  higher  investment  returns  when  the  futures
contract,  option,  warrant or convertible  security is priced more attractively
than the underlying  equity  security or the S&P 500. The Portfolio will not use
derivatives  for speculative  purposes or to leverage its assets.  The Portfolio
will limit its use of securities index futures  contracts and related options so
that,  at all times,  margin  deposits  for futures  contracts  and  premiums on
related options do not exceed 5% of the Portfolio's assets and provided that the
percentage of the Portfolio's  assets being used to cover its obligations  under
futures and options does not exceed 50%.

         Additional  information  about these  derivative  instruments and their
risks is included in this Prospectus  under "Certain Risk Factors and Investment
Methods."

         Temporary  Investments.  The  Portfolio  may  maintain up to 25% of its
assets in  short-term  debt  securities  and money  market  instruments  to meet
redemption  requests or to facilitate  investment  in the  securities of the S&P
500.  These  securities  include  obligations  issued or  guaranteed by the U.S.
Government  or its  agencies  or  instrumentalities  or by  any  of the  states,
repurchase  agreements,  commercial  paper,  and certain bank  obligations.  The
Portfolio will not invest in these  securities as part of a temporary  defensive
strategy to protect against potential market declines.


<PAGE>


AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO:

Investment  Objective:  The primary investment  objective of the Portfolio is to
seek capital growth. Current income is a secondary investment objective.

Principal Investment Policies and Risks:

         The Portfolio's  investment strategy utilizes  quantitative  management
techniques in a two-step process that draws heavily on computer  technology.  In
the first step,  the  Sub-advisor  ranks  stocks,  primarily  the 1,500  largest
publicly traded U.S. companies  (measured by market  capitalization),  from most
attractive  to  least  attractive.  These  rankings  are  determined  by using a
computer  model that  combines  measures of a stock's  value and measures of its
growth  potential.  To measure value, the Sub-advisor uses ratios of stock price
to book value and stock price to cash flow, among others. To measure growth, the
Sub-advisor uses, among others,  the rate of growth in a company's  earnings and
changes in its earnings estimates.

         In the second step, the Sub-advisor  uses a technique  called portfolio
optimization.  In portfolio  optimization,  the  Sub-advisor  uses a computer to
build a portfolio  of stocks from the ranking  described  earlier that it thinks
will provide the best balance between risk and expected  return.  The goal is to
create an equity  portfolio that provides  better returns than the S&P 500 Index
without  taking on significant  additional  risk.  The  Sub-advisor  attempts to
create a dividend  yield for the Portfolio that will be greater than that of the
S&P 500.

         The  Sub-advisor  does not  attempt  to time the  market.  Instead,  it
intends to keep the Portfolio essentially fully invested in stocks regardless of
the movement of stock prices generally.

         Like any fund investing  primarily in common  stocks,  the Portfolio is
subject to the risk that the value of the  stocks it  invests  in will  decline.
These declines could be substantial.

         Because  the  Portfolio  is  managed  to an index  (the S&P  500),  its
performance will be closely tied to the performance of the index. If the S&P 500
goes down, it is likely that the Portfolio's  share price will also go down. The
Portfolio's investments in income-producing stocks may reduce to some degree the
Portfolio's  level of risk and share price  fluctuation  (and its  potential for
gain) relative to the S&P 500.  However,  if the stocks that make up the S&P 500
do not have a high dividend yield at a given time, then the Portfolio's dividend
yield also will not be high.

Other Investments:

         When the  Sub-advisor  believes  that it is prudent,  the Portfolio may
invest in securities other than stocks, such as convertible securities,  foreign
securities,   short-term  instruments  and  non-leveraged  stock  index  futures
contracts.  Stock index futures  contracts can help the Portfolio's  cash assets
remain liquid while  performing  more like stocks.  The Portfolio also may short
sales "against the box." Additional information on these types of investments is
included in this Prospectus under "Certain Risk Factors and Investment Methods."

         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."


<PAGE>


AST ALLIANCE GROWTH AND INCOME PORTFOLIO:

Investment Objective:  The investment objective of the Portfolio (formerly,  the
AST Lord Abbett Growth and Income  Portfolio) is long-term growth of capital and
income while attempting to avoid excessive fluctuations in market value.

Principal Investment Policies and Risks:

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

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

o    Fundamental   research  is  conducted  to  assess  a  company's   operating
     environment,  resources and strategic  plans and to determine its prospects
     for exceeding the earnings expectations reflected in its stock price.

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

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

Other Investments:

         The   Portfolio,   in  addition  to  investing  in  common  stocks  and
convertible  securities,  may write  covered  call  options  listed on  domestic
securities  exchanges  with respect to  securities in the  Portfolio.  It is not
intended  for the  Portfolio  to write  covered  call  options  with  respect to
securities  with an aggregate  market value of more than 10% of the  Portfolio's
net assets at the time an option is written. The Portfolio also may purchase and
sell forward and futures contracts and related options for hedging purposes. The
Portfolio  may  also  invest  up to  10% of its  net  assets  (at  the  time  of
investment) in foreign  securities,  and invest in straight bonds and other debt
securities.

         Temporary Investments.  The Portfolio may invest in short-term debt and
other high quality  fixed-income  securities to create reserve  purchasing power
and also for temporary defensive purposes. While the Portfolio is in a defensive
position, the opportunity to achieve its investment objective may be limited.


<PAGE>


AST MFS GROWTH WITH INCOME PORTFOLIO:

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

Principal Investment Policies and Risks:

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

         The  Sub-advisor  uses  a  "bottom  up,"  as  opposed  to  "top  down,"
investment  style in managing  the  Portfolio.  This means that  securities  are
selected  based upon  fundamental  analysis  of  individual  companies  (such as
analysis of the  companies'  earnings,  cash  flows,  competitive  position  and
management abilities) by the Sub-advisor.

         The  Portfolio  may  invest  up to 20% of its  net  assets  in  foreign
securities.

         As with any fund investing primarily in common stocks, the value of the
securities  held by the  Portfolio  may  decline  in value,  either  because  of
changing  economic,  political or market  conditions  or because of the economic
condition  of the  company  that  issued the  security.  These  declines  may be
substantial.  In light of the Portfolio's  focus on  income-producing  large-cap
stocks,  the  risk  and  share  price  fluctuations  of the  Portfolio  (and its
potential  for gain) may be less than many other stock funds.  The Portfolio may
invest  in  foreign  companies,   including   companies  located  in  developing
countries,  and it  therefore  will be subject to risks  relating to  political,
social and economic conditions abroad, risks resulting from differing regulatory
standards in non-U.S. markets, and fluctuations in currency exchange rates.

Other Investments:

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

         Futures and Forward  Contracts.  The  Portfolio  may  purchase and sell
futures contracts on securities  indices,  foreign currencies and interest rates
for hedging and non-hedging purposes.  The Portfolio may also enter into forward
contracts  for the  purchase  or sale of  foreign  currencies  for  hedging  and
non-hedging purposes.

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

         Temporary  Investments.  The  Portfolio  may depart from its  principal
investment strategy by temporarily investing for defensive purposes when adverse
market,  economic or political  conditions  exist.  When investing for defensive
purposes,  the  Portfolio may hold cash or invest in cash  equivalents,  such as
short-term U.S.  government  securities,  commercial paper and bank instruments.
While the Portfolio is in a defensive  position,  the opportunity to achieve its
investment objective will be limited.


<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 AIM BALANCED PORTFOLIO:

Investment Objective:  The investment objective of the Portfolio is to provide a
well-diversified  portfolio of stocks that will produce both capital  growth and
current income.

Principal Investment Policies and Risks:

         The Portfolio attempts to meet its objective by investing,  normally, a
minimum of 30% and a maximum of 70% of its total assets in equity securities and
a minimum  of 30% and a maximum  of 70% of its total  assets in  non-convertible
debt  securities.  The  Portfolio  may  invest up to 25% of its total  assets in
convertible  securities  (which,  depending  on the  nature  of the  convertible
security,  may be considered  equity  securities for purposes of the Portfolio's
30-70% range for investments in equity securities).  The Portfolio may invest up
to 10% of its total assets in high-yield debt securities  rated below investment
grade or non-rated  debt  securities  deemed to be of comparable  quality ("junk
bonds").  The Portfolio may also invest up to 20% of its total assets in foreign
securities.

         In selecting the percentages of assets to be invested in equity or debt
securities,  the  Sub-advisor  considers  such  factors  as  general  market and
economic conditions,  as well as market, economic,  industry and company trends,
yields,  interest  rates  and  changes  in fiscal  and  monetary  policies.  The
Sub-advisor will primarily  purchase equity securities for growth of capital and
debt securities for income  purposes.  However,  the  Sub-advisor  will focus on
companies whose securities have the potential for both capital  appreciation and
income generation.  The Sub-advisor considers whether to sell a security when it
believes that the security no longer has that potential.

         As a fund  that  invests  both  in  equity  and  debt  securities,  the
Portfolio's  risk of loss and share price  fluctuation  (and potential for gain)
may be less than funds  investing  primarily in equity  securities and more than
funds investing in primarily in debt securities. Of course, both equity and debt
securities  may  decline  in value.  Prices of equity  securities  fluctuate  in
response to many factors,  including the historical and prospective  earnings of
the  issuer,  the value of its assets,  general  economic  conditions,  interest
rates,  investor  perceptions  and market  liquidity.  Prices of debt securities
fluctuate in response to market factors such as changes in interest rates and in
response to changes in the credit quality of specific  issuers.  The Portfolio's
level of risk will  increase to the extent it invests  more heavily in long-term
debt securities or lower-rated debt securities.

         The values of the  convertible  securities  in which the  Portfolio may
invest will be affected by market interest  rates,  the risk that the issuer may
default on  interest  or  principal  payments,  and the value of the  underlying
common stock into which these securities may be converted. Specifically, because
the convertible  securities the Portfolio purchases typically pay fixed interest
and dividends,  their values may fall if market  interest rates rise and rise if
market  interest rates fall.  Additionally,  an issuer may have the right to buy
back  convertible  securities  at a time and price  that is  unfavorable  to the
Portfolio.

         Foreign  securities  have  additional  risks,  including  exchange rate
changes, political and economic upheaval, the relative lace of information about
these  companies,  relatively  low market  liquidity and the  potential  lack of
strict financial and accounting controls and standards.

Other Investments:

         The  Portfolio  may write  call  options on  securities,  but only on a
covered  basis;  that is, the Portfolio  will own the  underlying  security.  In
addition,  the  Portfolio  may  purchase  put  options or write call  options on
securities  indices  for the  purpose of  providing  a partial  hedge  against a
decline in the value of its portfolio securities. The Portfolio may purchase and
sell stock index and interest  rate  futures  contracts  and related  options in
order  to  hedge  the  value  of  its  investments  against  changes  in  market
conditions.  The Portfolio may also engage in various types of foreign  currency
hedging transactions in connection with its foreign  investments.  The Portfolio
may from time to time make short sales "against the box."

         Additional  information about options,  futures contracts,  convertible
securities,   lower-rated   debt  securities,   foreign   securities  and  other
investments  that the  Portfolio may make is included in this  Prospectus  under
"Certain Risk Factors and Investment Methods."


<PAGE>


         Temporary  Investments.  In  anticipation  of or in response to adverse
market conditions or for cash management purposes, the Portfolio may hold all or
a portion of its assets in cash, money market  instruments,  bonds or other debt
securities. While the Portfolio is in such a defensive position, the opportunity
to achieve its  investment  objective of both capital  growth and current income
may be limited.


<PAGE>


AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO:

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

Principal Investment Policies and Risks:

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

         Equity  Investments.  With the  equity  portion of the  Portfolio,  the
Sub-advisor utilizes  quantitative  management  techniques in a two-step process
that draws heavily on computer  technology.  In the first step, the  Sub-advisor
ranks  stocks,  primarily the 1,500 largest  publicly  traded U.S.  companies as
measured by market  capitalization.  These  rankings are  determined  by using a
computer  model that  combines  measures of a stock's  value and measures of its
growth  potential.  To measure value, the Sub-advisor uses ratios of stock price
to book value and stock price to cash flow, among others. To measure growth, the
manager  uses,  among  others,  the rate of growth in a company's  earnings  and
changes in its earnings estimates.

         In the second step, the Sub-advisor  uses a technique  called portfolio
optimization.  In portfolio  optimization,  the  Sub-advisor  uses a computer to
build a portfolio  of stocks from the ranking  described  earlier that it thinks
will provide the best balance between risk and expected  return.  The goal is to
create an equity  portfolio that provides  better returns than the S&P 500 Index
without taking on significant additional risk.

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

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

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

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

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

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

Other Investments:

         The  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."

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


<PAGE>


AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO:

Investment  Objective:  The  investment  objective of the Portfolio is to seek a
high level of total return by investing primarily in a diversified  portfolio of
fixed income and equity securities.

Principal Investment Policies and Risks:

         The Portfolio normally invests approximately 60% of its total assets in
equity  securities  and 40% in fixed income  securities.  This mix may vary over
shorter time periods;  the equity portion may range between 50-70% and the fixed
income portion between 30-50%.

         The Sub-advisor  concentrates  common stock investments in larger, more
established  companies,  but the Portfolio  may include  small and  medium-sized
companies  with good  growth  prospects.  The  Portfolio's  exposure  to smaller
companies is not expected to be  substantial,  and will not constitute more than
30% of the equity portion of the Portfolio.  Up to 35% of the equity portion may
be invested in foreign (non-U.S.  dollar  denominated)  equity  securities.  The
fixed income portion of the Portfolio will be allocated among  investment  grade
securities (50-100% of the fixed income portion); high yield or "junk" bonds (up
to 30%); foreign (non-U.S.  dollar denominated) high quality debt securities (up
to 30%); and cash reserves (up to 20%).

         The precise mix of equity and fixed income  investments  will depend on
the Sub-advisor's outlook for the markets.  Shifts between stocks and bonds will
normally be done  gradually  and the  Sub-advisor  will not attempt to precisely
"time" the  market.  The  Portfolio's  investments  in  foreign  equity and debt
securities  are  intended  to  provide  additional   diversification,   and  the
Sub-advisor will normally have at least three different countries represented in
both the foreign equity and foreign debt portions of the Portfolio.

         Securities  may be sold for a variety of  reasons,  such as to effect a
change in asset  allocation,  to secure gains or limit  losses,  or to re-deploy
assets to more promising opportunities.

         As a fund that invests both in equity and fixed income securities,  the
Portfolio risk of loss and share price fluctuation (and potential for gain) will
tend to be less than funds  investing  primarily in equity  securities  and more
than funds  investing  primarily in fixed  income  securities.  Of course,  both
equity and fixed income securities may decline in value.

         Equity  securities  may  decline  because  the stock  market as a whole
declines,  or because of reasons specific to the company,  such as disappointing
earnings or changes in its competitive  environment.  The  Portfolio's  level of
risk will  increase if a  significant  portion of the  Portfolio  is invested in
securities  of small-cap  companies.  Like other fixed income  funds,  the fixed
income  portion of the Portfolio is subject to changes in market  interest rates
and  changes  in  the  credit  quality  of  specific  issuers.  Because  of  the
Portfolio's   focus  on  fixed  income  securities  with  intermediate  to  long
maturities,  changes in market interest rates may cause substantial  declines in
the Portfolio's  share price.  The Portfolio's  level of risk will increase if a
significant portion of the Portfolio is invested in lower-rated high yield bonds
or in foreign securities.

         Equity  Securities.  Investments in non-U.S.  dollar denominated stocks
may be made  solely  for  capital  appreciation  or  solely  for  income  or any
combination of both for the purpose of achieving a higher overall return. Stocks
of companies in developing countries may be included.  The equity portion of the
Portfolio  also  may  include  convertible  securities,   preferred  stocks  and
warrants.

         Investments  in small  companies  involve  both higher risk and greater
potential for  appreciation.  These  companies may have limited  product  lines,
markets  and  financial  resources,  or they  may be  dependent  on a  small  or
inexperienced  management  group. In addition,  their  securities may trade less
frequently and move more abruptly than securities of larger companies.

         Fixed Income Securities. Bond investments may include U.S. Treasury and
agency issues, corporate debt securities (including  non-investment grade "junk"
bonds), mortgage-backed securities (including derivatives such as collateralized
mortgage obligations and stripped  mortgage-backed  securities) and asset-backed
securities. While the weighted average maturities of each component of the fixed
income portion (i.e.,  investment grade, high yield, etc.) of the Portfolio will
differ  based on the  Sub-advisor's  view of  market  conditions,  the  weighted
average  maturity of the fixed  income  portion as a whole  (except for the cash
reserves  component)  is expected to be in the range of 7 to 12 years.  The cash
reserves component will consist of liquid short-term  investments of one year or
less  rated  within the top two credit  categories  by at least one  established
rating  organization  or,  if  unrated,  of  equivalent  investment  quality  as
determined  by the  Sub-advisor.  In addition,  the  Sub-advisor  may invest the
Portfolio's cash reserves in money market mutual funds that it manages.

Other Investments:

         The  Portfolio  may enter into stock index,  interest  rate or currency
futures  contracts  (or options  thereon) for hedging  purposes or to provide an
efficient means of adjusting the Portfolio's exposure to the equity markets. The
Portfolio  may write  covered  call options and purchase put and call options on
foreign currencies,  securities, and financial indices. The Portfolio may invest
up to  10% of  its  total  assets  in  hybrid  instruments,  which  combine  the
characteristics of futures, options and securities.  To the extent the Portfolio
uses  these  investments,  it will  be  exposed  to  additional  volatility  and
potential losses. The Portfolio may enter into forward foreign currency exchange
contracts in connection with its foreign investments.

         For an  additional  discussion  of these  other  investments  and their
risks, see this Prospectus under "Certain Risk Factors and Investment Methods."

         Temporary  Investments.  As noted above,  up to 20% of the fixed income
portion of the Portfolio normally may consist of cash reserves. In addition, the
Portfolio may maintain cash reserves without limitation for temporary  defensive
purposes.  While the Portfolio is in a defensive  position,  the  opportunity to
achieve its investment objective of a high level of total return may be limited.
Cash  reserves  also  provide  flexibility  in  meeting  redemptions  and paying
expenses.


<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>


ASt Federated High Yield Portfolio:

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

Principal Investment Policies and Risks:

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

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

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

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

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

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

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

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

Other Investments:

         Under normal circumstances, the Portfolio will not invest more than 10%
of its total  assets in equity  securities.  The  Portfolio  may own zero coupon
bonds or pay-in-kind  securities,  which are fixed income securities that do not
make  regular  cash  interest  payments.  The  prices  of these  securities  are
generally  more  sensitive  to  changes  in  market   interest  rates  than  are
conventional bonds. Additionally,  interest on zero coupon bonds and pay-in-kind
securities  must be reported as taxable  income to the Portfolio  even though it
receives no cash interest until the maturity of such securities.

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

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


<PAGE>


AST LORD ABBETT BOND-DEBENTURE PORTFOLIO:

Investment Objective:  The investment objective of the Portfolio is to seek high
current income and the  opportunity  for capital  appreciation to produce a high
total return.

Principal Investment Policies and Risks:

         To pursue its objective,  the Portfolio  normally invests in high yield
and investment grade debt securities,  securities  convertible into common stock
and preferred stocks. Under normal circumstances, the Portfolio invests at least
65% of its total assets in fixed income  securities of various  types.  At least
20% of the Portfolio's  assets must be invested in any combination of investment
grade debt securities, U.S. Government securities and cash equivalents.

         The  Sub-advisor  believes that a high total return (current income and
capital growth) may be derived from an actively managed,  diversified  portfolio
of investments. Through portfolio diversification, credit analysis and attention
to current  developments  and trends in interest rates and economic  conditions,
the Sub-advisor  attempts to reduce the Portfolio's risks. The Sub-advisor seeks
unusual values,  using  fundamental,  "bottom-up"  research  (i.e.,  research on
individual companies rather than the economy as a whole) to identify undervalued
securities.  The  Portfolio  may  find  good  value  in high  yield  securities,
sometimes  called  "lower-rated  bonds" or "junk bonds," and frequently may have
more than half of its assets invested in those securities.  Higher yield on debt
securities  can occur  during  periods  of high  inflation  when the  demand for
borrowed money is high.  Also,  buying  lower-rated  bonds when the  Sub-advisor
believes their credit risk is likely to decrease may generate higher returns.

         The Portfolio may also make significant  investments in mortgage-backed
securities.  Although  the  Portfolio  expects to  maintain  a weighted  average
maturity in the range of seven to nine years, there are no maturity restrictions
on the overall portfolio or on individual securities.

         As a fund  that  invests  primarily  in fixed  income  securities,  the
Portfolio is subject to the general  risks and  considerations  associated  with
investing in such  securities.  The value of an investment in the Portfolio will
change as market interest rates fluctuate.  When interest rates rise, the prices
of debt  securities  are likely to decline,  and when interest  rates fall,  the
prices of debt  securities  tend to rise.  The Portfolio  generally  maintains a
relatively long average  maturity,  and longer-term  debt securities are usually
more  sensitive  to  interest  rate  changes.  Put another  way,  the longer the
maturity  of a security,  the  greater the effect a change in interest  rates is
likely to have on its price.

         There is also the risk that an issuer of a debt  security  will fail to
make timely payments of principal or interest to the Portfolio, a risk that will
be relatively high because the Portfolio will likely have  substantial junk bond
investments.  The  Portfolio  may  sustain  losses if an issuer  defaults  as to
principal and/or interest payments after the Portfolio purchases its securities.
In addition,  the market for high yield securities generally is less liquid than
the market  for  higher-rated  securities.  In  addition,  the risk to which the
Portfolio is subject may be high relative to other fixed income funds because of
the  Portfolio's  investment in  convertible  securities,  which tend to be more
volatile  than  non-convertible  debt  securities.  In  addition  to  the  risks
associated with fixed income securities  generally,  mortgage-backed  securities
are  subject  to the  additional  risk that  early  repayments  will  reduce the
Portfolio's return on such securities.

Other Investments:

         The  Portfolio  may  invest  up to 20% of its  net  assets  in  foreign
securities (securities primarily traded in countries outside the United States),
and may enter into forward foreign  currency  contracts in connection with these
foreign investments.

         Additional  information on the types of securities  and  instruments in
which the  Portfolio  may invest and their risks in included in this  Prospectus
under "Certain Risk Factors and Investment Methods."

         Temporary  Investments.  While typically fully invested,  the Portfolio
may at times increase its investments in cash and short-term debt securities for
defensive  purposes.  The Portfolio  may also invest in short-term  fixed income
securities to invest  uncommitted cash balances or to maintain liquidity to meet
shareholder  redemptions.  Short-term securities include obligations of the U.S.
Government and its agencies and  instrumentalities,  commercial  paper, and bank
certificates of deposit and bankers'  acceptances.  When the Portfolio increases
its cash position,  the opportunity to achieve its investment  objective of high
total return will be limited.


<PAGE>


AST PIMCO TOTAL RETURN BOND PORTFOLIO:

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

Principal Investment Policies and Risks:

         The  Portfolio  will invest at least 65% of its assets in the following
types of fixed income securities;

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

Portfolio  holdings will be  concentrated  in areas of the bond market (based on
quality,  sector, interest rate or maturity) that the Sub-advisor believes to be
relatively  undervalued.  In selecting fixed income securities,  the Sub-advisor
uses  economic  forecasting,  interest rate  anticipation,  credit and call risk
analysis,  foreign  currency  exchange rate  forecasting,  and other  securities
selection  techniques.  The proportion of the  Portfolio's  assets  committed to
investment in securities with particular characteristics (such as maturity, type
and coupon rate) will vary based on the  Sub-advisor's  outlook for the U.S. and
foreign economies,  the financial markets,  and other factors. The management of
duration (a measure of a fixed income security's expected life that incorporates
its yield,  coupon interest payments,  final maturity and call features into one
measure) is one of the fundamental tools used by the Sub-advisor.

         The  Portfolio  will  invest  in  fixed-income  securities  of  varying
maturities.  The average portfolio duration of the Portfolio generally will vary
within a three- to six-year time frame based on the  Sub-advisor's  forecast for
interest rates. The Portfolio may invest up to 10% of its assets in fixed income
securities that are rated below  investment grade ("junk bonds") but are rated B
or higher by Moody's Investors Services,  Inc.  ("Moody's") or Standard & Poor's
Corporation  ("S&P") (or, if unrated,  determined  by the  Sub-advisor  to be of
comparable quality).

         Generally,  over the long term,  the  return  obtained  by a  portfolio
investing  primarily in fixed  income  securities  such as the  Portfolio is not
expected  to be as great as that  obtained by a  portfolio  investing  in equity
securities.  At the same time, the risk and price  fluctuation of a fixed income
fund is  expected to be less than that of an equity  portfolio,  so that a fixed
income portfolio is generally  considered to be a more conservative  investment.
However,  the Portfolio can and routinely  does invest in certain  complex fixed
income securities  (including various types of mortgage-backed  and asset-backed
securities) and engage in a number of investment  practices  (including futures,
swaps and dollar rolls) as described  below,  that many other fixed income funds
do not utilize.  These  investments  and  practices are designed to increase the
Portfolio's return or hedge its investments,  but may increase the risk to which
the Portfolio is subject.

         Like other fixed income funds, the Portfolio is subject to market risk.
Bond values  fluctuate  based on changes in interest rates,  market  conditions,
investor  confidence  and  announcements  of  economic,  political  or financial
information.  Generally,  the  value  of fixed  income  securities  will  change
inversely with changes in market interest rates. As interest rates rise,  market
value tends to decrease. This risk will be greater for long-term securities than
for short-term securities.  Certain  mortgage-backed and asset-backed securities
and derivative instruments in which the Portfolio may invest may be particularly
sensitive to changes in interest rates.  The Portfolio is also subject to credit
risk,  which is the possibility  that an issuer of a security (or a counterparty
to a derivative  contract) will default or become unable to meet its obligation.
Generally,  the lower the rating of a security,  the higher its degree of credit
risk.

         The following  paragraphs  describe some specific types of fixed-income
investments  that the  Portfolio  may  invest  in,  and  some of the  investment
practices  that the  Portfolio  will engage in. More  information  about some of
these  investments,   including  futures,   options  and   mortgage-backed   and
asset-backed  securities,  is included  below under  "Certain  Risk  Factors and
Investment Methods."

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

         Corporate Debt Securities.  Corporate debt securities include corporate
bonds,  debentures,  notes and other similar instruments,  including convertible
securities and preferred  stock.  Debt  securities may be acquired with warrants
attached. The rate of return or return of principal on some debt obligations may
be linked or indexed to exchange  rates  between  the U.S.  dollar and a foreign
currency or currencies.

         While the  Sub-advisor  may  regard  some  countries  or  companies  as
favorable  investments,  pure fixed income  opportunities may be unattractive or
limited due to insufficient supply or legal or technical  restrictions.  In such
cases, the Portfolio may consider equity securities or convertible bonds to gain
exposure to such investments.

         Variable  and Floating  Rate  Securities.  Variable  and floating  rate
securities  provide for a periodic  adjustment  in the interest rate paid on the
obligations.  The interest rates on these  securities are tied to other interest
rates,  such  as  money-market   indices  or  Treasury  bill  rates,  and  reset
periodically. While these securities provide the Portfolio with a certain degree
of protection  against losses caused by rising interest  rates,  they will cause
the Portfolio's interest income to decline if market interest rates decline.

         Inflation-Indexed  Bonds.  Inflation-indexed  bonds  are  fixed  income
securities whose principal value is periodically  adjusted according to the rate
of  inflation.  The interest  rate on these bonds is fixed at  issuance,  and is
generally  lower than the interest rate on typical  bonds.  Over the life of the
bond,  however,  this interest will be paid based on a principal  value that has
been adjusted for inflation.  Repayment of the adjusted  principal upon maturity
may be guaranteed, but the market value of the bonds is not guaranteed, and will
fluctuate.  The  Portfolio  may  invest in  inflation-indexed  bonds that do not
provide a  repayment  guarantee.  While  these  securities  are  expected  to be
protected from long-term inflationary trends,  short-term increases in inflation
may lead to losses.

         Catastrophe  Bonds.  Catastrophe  bonds are fixed income securities for
which the return of  principal  and payment of interest is  contingent  upon the
non-occurrence  of a specific  "trigger"  event.  The trigger  event may be, for
example,  a hurricane  or an  earthquake  in a specific  geographic  region that
causes losses  exceeding a specific  amount.  If the trigger  event occurs,  the
Portfolio  may lose all or a  portion  of the  amount it  invested  in the bond.
Catastrophe  bonds  may also  expose  the  Portfolio  to  certain  other  risks,
including   default,   adverse  regulatory   interpretation,   and  adverse  tax
consequences.

         Mortgage-Related and Other Asset-Backed  Securities.  The Portfolio may
invest all of its assets in mortgage-backed  and other asset-backed  securities,
including collateralized mortgage obligations. The value of some mortgage-backed
and asset-backed  securities in which the Portfolio  invests may be particularly
sensitive to changes in market interest rates.

         Reverse Repurchase Agreements and Dollar Rolls. In addition to entering
into reverse  repurchase  agreements  (as  described  below under  "Certain Risk
Factors  and  Investment  Methods"),  the  Portfolio  may also enter into dollar
rolls. In a dollar roll, the Portfolio sells mortgage-backed or other securities
for  delivery  in the current  month and  simultaneously  contracts  to purchase
substantially  similar  securities  on a specified  future date.  The  Portfolio
forgoes principal and interest paid on the securities sold in a dollar roll, but
the Portfolio is compensated  by the difference  between the sales price and the
lower price for the future  purchase,  as well as by any interest  earned on the
proceeds of the securities sold. The Portfolio also could be compensated through
the receipt of fee income. Reverse repurchase agreements and dollar rolls can be
viewed as  collateralized  borrowings and, like other  borrowings,  will tend to
exaggerate  fluctuations in Portfolio's  share price and may cause the Portfolio
to need to sell portfolio  securities at times when it would  otherwise not wish
to do so.

         Foreign Securities. The Portfolio may invest up to 20% of its assets in
securities denominated in foreign currencies and may invest beyond this limit in
U.S. dollar-denominated  securities of foreign issuers. The Portfolio may invest
up to 10% of its assets in securities  of issuers based in developing  countries
(as  determined  by the  Sub-advisor).  The  Portfolio  may buy and sell foreign
currency  futures  contracts  and  options on  foreign  currencies  and  foreign
currency futures  contracts,  and enter into forward foreign  currency  exchange
contracts for the purpose of hedging  currency  exchange  risks arising from the
Portfolio's  investment or anticipated  investment in securities  denominated in
foreign currencies.

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

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

         For a  discussion  of futures  and options  and their  risks,  see this
Prospectus under "Certain Risk Factors and Investment  Methods." The Portfolio's
investments in swap agreements are described directly below.

         Swap Agreements.  The Portfolio may enter into interest rate, index and
currency  exchange rate swap agreements for the purposes of attempting to obtain
a desired return at a lower cost than if the Portfolio had invested  directly in
an instrument  that yielded the desired  return.  Swap  agreements are two-party
contracts entered into primarily by institutional  investors for periods ranging
from a few weeks to more than one year. In a standard  "swap"  transaction,  the
two parties agree to exchange the returns (or  differentials in rates of return)
earned or realized on particular  investments or instruments.  The returns to be
exchanged  between  the  parties  are  calculated  with  respect to a  "notional
amount," i.e., a specified  dollar amount that is  hypothetically  invested at a
particular interest rate, in a particular foreign currency,  or in a "basket" of
securities  representing  a  particular  index.  Commonly  used swap  agreements
include  interest  rate caps,  under which,  in return for a premium,  one party
agrees to make payments to the other to the extent that interest  rates exceed a
specified rate or "cap";  interest floors, under which, in return for a premium,
one party agrees to make payments to the other to the extent that interest rates
fall below a specified level or "floor"; and interest rate collars,  under which
a party sells a cap and purchases a floor or vice versa in an attempt to protect
itself  against  interest  rate  movements  exceeding  given  minimum or maximum
levels.

         Under most swap agreements entered into by the Portfolio,  the parties'
obligations  are  determined  on a "net basis."  Consequently,  the  Portfolio's
obligations (or rights) under a swap agreement will generally be equal only to a
net amount based on the relative values of the positions held by each party.

         Whether the  Portfolio's use of swap agreements will be successful will
depend on the sub-advisor's ability to predict that certain types of investments
are likely to produce  greater  returns than other  investments.  Moreover,  the
Portfolio  may not receive the  expected  amount  under a swap  agreement if the
other party to the agreement  defaults or becomes bankrupt.  The swaps market is
relatively new and is largely unregulated.


<PAGE>


AST PIMCO LIMITED MATURITY BOND PORTFOLIO:

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

Principal Investment Policies and Risks:

         The  Portfolio  will invest at least 65% of its assets in the following
types of fixed income securities;

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

         Portfolio  holdings  will be  concentrated  in areas of the bond market
(based on quality,  sector,  interest  rate or  maturity)  that the  Sub-advisor
believes to be relatively undervalued. In selecting fixed income securities, the
Sub-advisor uses economic  forecasting,  interest rate anticipation,  credit and
call risk  analysis,  foreign  currency  exchange  rate  forecasting,  and other
securities  selection  techniques.  The  proportion  of the  Portfolio's  assets
committed to investment in securities with particular  characteristics  (such as
maturity, type and coupon rate) will vary based on the Sub-advisor's outlook for
the U.S. and foreign economies,  the financial markets,  and other factors.  The
management  of duration (a measure of a fixed income  security's  expected  life
that incorporates its yield,  coupon interest payments,  final maturity and call
features  into  one  measure)  is one  of  the  fundamental  tools  used  by the
Sub-advisor.

         The  Portfolio  will  invest  in  fixed-income  securities  of  varying
maturities.  The average portfolio duration of the Portfolio generally will vary
within a one- to three-year time frame based on the  Sub-advisor's  forecast for
interest rates. The Portfolio may invest up to 10% of its assets in fixed income
securities that are rated below  investment grade ("junk bonds") but are rated B
or higher by Moody's Investors Services,  Inc.  ("Moody's") or Standard & Poor's
Corporation  ("S&P") (or, if unrated,  determined  by the  Sub-advisor  to be of
comparable quality).

         Generally,  over the long term,  the  return  obtained  by a  portfolio
investing  primarily in fixed  income  securities  such as the  Portfolio is not
expected  to be as great as that  obtained by a  portfolio  investing  in equity
securities.  At the same time, the risk and price  fluctuation of a fixed income
fund is  expected to be less than that of an equity  portfolio,  so that a fixed
income portfolio is generally  considered to be a more conservative  investment.
However,  the Portfolio can and routinely  does invest in certain  complex fixed
income securities  (including various types of mortgage-backed  and asset-backed
securities) and engage in a number of investment  practices  (including futures,
swaps and dollar rolls) as described  below,  that many other fixed income funds
do not utilize.  These  investments  and  practices are designed to increase the
Portfolio's return or hedge its investments,  but may increase the risk to which
the Portfolio is subject.

         Like other fixed income funds, the Portfolio is subject to market risk.
Bond values  fluctuate  based on changes in interest rates,  market  conditions,
investor  confidence  and  announcements  of  economic,  political  or financial
information.  Generally,  the  value  of fixed  income  securities  will  change
inversely with changes in market interest rates. As interest rates rise,  market
value tends to decrease. This risk will be greater for long-term securities than
for short-term securities. Therefore, the Portfolio's share price is expected to
fluctuate  less than the AST PIMCO  Total  Return  Bond  Portfolio,  because its
average  duration  will be shorter.  Certain  mortgage-backed  and  asset-backed
securities and  derivative  instruments in which the Portfolio may invest may be
particularly  sensitive  to changes in interest  rates.  The  Portfolio  is also
subject to credit risk,  which is the  possibility  that an issuer of a security
(or a  counterparty  to a derivative  contract) will default or become unable to
meet its obligation.  Generally,  the lower the rating of a security, the higher
its degree of credit risk.

         The following  paragraphs  describe some specific types of fixed-income
investments  that the  Portfolio  may  invest  in,  and  some of the  investment
practices  that the  Portfolio  will engage in. More  information  about some of
these  investments,   including  futures,   options  and   mortgage-backed   and
asset-backed  securities,  is included  below under  "Certain  Risk  Factors and
Investment Methods."

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

         Corporate Debt Securities.  Corporate debt securities include corporate
bonds,  debentures,  notes and other similar instruments,  including convertible
securities and preferred  stock.  Debt  securities may be acquired with warrants
attached. The rate of return or return of principal on some debt obligations may
be linked or indexed to exchange  rates  between  the U.S.  dollar and a foreign
currency or currencies.

         While the  Sub-advisor  may  regard  some  countries  or  companies  as
favorable  investments,  pure fixed income  opportunities may be unattractive or
limited due to insufficient supply or legal or technical  restrictions.  In such
cases, the Portfolio may consider equity securities or convertible bonds to gain
exposure to such investments.

         Variable  and Floating  Rate  Securities.  Variable  and floating  rate
securities  provide for a periodic  adjustment  in the interest rate paid on the
obligations.  The interest rates on these  securities are tied to other interest
rates,  such  as  money-market   indices  or  Treasury  bill  rates,  and  reset
periodically. While these securities provide the Portfolio with a certain degree
of protection  against losses caused by rising interest  rates,  they will cause
the Portfolio's interest income to decline if market interest rates decline.

         Inflation-Indexed  Bonds.  Inflation-indexed  bonds  are  fixed  income
securities whose principal value is periodically  adjusted according to the rate
of  inflation.  The interest  rate on these bonds is fixed at  issuance,  and is
generally  lower than the interest rate on typical  bonds.  Over the life of the
bond,  however,  this interest will be paid based on a principal  value that has
been adjusted for inflation.  Repayment of the adjusted  principal upon maturity
may be guaranteed, but the market value of the bonds is not guaranteed, and will
fluctuate.  The  Portfolio  may  invest in  inflation-indexed  bonds that do not
provide a  repayment  guarantee.  While  these  securities  are  expected  to be
protected from long-term inflationary trends,  short-term increases in inflation
may lead to losses.

         Catastrophe  Bonds.  Catastrophe  bonds are fixed income securities for
which the return of  principal  and payment of interest is  contingent  upon the
non-occurrence  of a specific  "trigger"  event.  The trigger  event may be, for
example,  a hurricane  or an  earthquake  in a specific  geographic  region that
causes losses  exceeding a specific  amount.  If the trigger  event occurs,  the
Portfolio  may lose all or a  portion  of the  amount it  invested  in the bond.
Catastrophe  bonds  may also  expose  the  Portfolio  to  certain  other  risks,
including   default,   adverse  regulatory   interpretation,   and  adverse  tax
consequences.

         Mortgage-Related and Other Asset-Backed  Securities.  The Portfolio may
invest all of its assets in mortgage-backed  and other asset-backed  securities,
including  collateralized  mortgage  obligations  and  stripped  mortgage-backed
securities.  The value of some  mortgage-backed  and asset-backed  securities in
which the Portfolio  invests may be particularly  sensitive to changes in market
interest rates.

         Reverse Repurchase Agreements and Dollar Rolls. In addition to entering
into reverse  repurchase  agreements  (as  described  below under  "Certain Risk
Factors  and  Investment  Methods"),  the  Portfolio  may also enter into dollar
rolls. In a dollar roll, the Portfolio sells mortgage-backed or other securities
for  delivery  in the current  month and  simultaneously  contracts  to purchase
substantially  similar  securities  on a specified  future date.  The  Portfolio
forgoes principal and interest paid on the securities sold in a dollar roll, but
the Portfolio is compensated  by the difference  between the sales price and the
lower price for the future  purchase,  as well as by any interest  earned on the
proceeds of the securities sold. The Portfolio also could be compensated through
the receipt of fee income. Reverse repurchase agreements and dollar rolls can be
viewed as  collateralized  borrowings and, like other  borrowings,  will tend to
exaggerate  fluctuations in Portfolio's  share price and may cause the Portfolio
to need to sell portfolio  securities at times when it would  otherwise not wish
to do so.

         Foreign Securities. The Portfolio may invest up to 20% of its assets in
securities denominated in foreign currencies and may invest beyond this limit in
U.S. dollar-denominated securities of foreign issuers. The Portfolio may buy and
sell foreign  currency futures  contracts and options on foreign  currencies and
foreign  currency  futures  contracts,  and enter into forward foreign  currency
exchange  contracts for the purpose of hedging  currency  exchange risks arising
from  the  Portfolio's   investment  or  anticipated  investment  in  securities
denominated in foreign currencies.

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

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

         For a  discussion  of futures  and options  and their  risks,  see this
Prospectus under "Certain Risk Factors and Investment  Methods." The Portfolio's
investments in swap agreements are described directly below.

         Swap Agreements.  The Portfolio may enter into interest rate, index and
currency  exchange rate swap agreements for the purposes of attempting to obtain
a desired return at a lower cost than if the Portfolio had invested  directly in
an instrument  that yielded the desired  return.  Swap  agreements are two-party
contracts entered into primarily by institutional  investors for periods ranging
from a few weeks to more than one year. In a standard  "swap"  transaction,  the
two parties agree to exchange the returns (or  differentials in rates of return)
earned or realized on particular  investments or instruments.  The returns to be
exchanged  between  the  parties  are  calculated  with  respect to a  "notional
amount," i.e., a specified  dollar amount that is  hypothetically  invested at a
particular interest rate, in a particular foreign currency,  or in a "basket" of
securities  representing  a  particular  index.  Commonly  used swap  agreements
include  interest  rate caps,  under which,  in return for a premium,  one party
agrees to make payments to the other to the extent that interest  rates exceed a
specified rate or "cap";  interest floors, under which, in return for a premium,
one party agrees to make payments to the other to the extent that interest rates
fall below a specified level or "floor"; and interest rate collars,  under which
a party sells a cap and purchases a floor or vice versa in an attempt to protect
itself  against  interest  rate  movements  exceeding  given  minimum or maximum
levels.

         Under most swap agreements entered into by the Portfolio,  the parties'
obligations  are  determined  on a "net basis."  Consequently,  the  Portfolio's
obligations (or rights) under a swap agreement will generally be equal only to a
net amount based on the relative values of the positions held by each party.

         Whether the  Portfolio's use of swap agreements will be successful will
depend on the sub-advisor's ability to predict that certain types of investments
are likely to produce  greater  returns than other  investments.  Moreover,  the
Portfolio  may not receive the  expected  amount  under a swap  agreement if the
other party to the agreement  defaults or becomes bankrupt.  The swaps market is
relatively new and is largely unregulated.


<PAGE>


AST MONEY MARKET PORTFOLIO:

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

Principal Investment Policies and Risks:

         As a money market fund,  the  Portfolio  seeks to maintain a stable net
asset  value of $1.00 per share.  In other  words,  the  Portfolio  attempts  to
operate so that shareholders do not lose any of the principal amount they invest
in the Portfolio.  Of course,  there can be no assurance that the Portfolio will
achieve its goal of a stable net asset value,  and shares of the  Portfolio  are
neither insured nor guaranteed by the U.S.  government or any other entity.  For
instance,  the issuer or guarantor of a portfolio security or the other party to
a contract could default on its obligation, and this could cause the Portfolio's
net  asset  value to fall  below  $1.  In  addition,  the  income  earned by the
Portfolio will fluctuate based on market conditions and other factors.

         Under the regulatory requirements applicable to money market funds, the
Portfolio must maintain a weighted average  portfolio  maturity of not more than
90 days and invest in high quality U.S. dollar-denominated  securities that have
effective maturities of not more than 397 days. In addition,  the Portfolio will
limit its  investments to those  securities  that, in accordance with guidelines
adopted  by the  Trustees  of the  Trust,  present  minimal  credit  risks.  The
Portfolio will not purchase any security (other than a United States  Government
security) unless:

o    if rated by only one nationally recognized  statistical rating organization
     (such as Moody's and  Standard & Poor's),  such  organization  has rated it
     with the highest rating assigned to short-term debt securities;

o    if  rated  by  more  than  one  nationally  recognized  statistical  rating
     organization,  at least two  rating  organizations  have  rated it with the
     highest rating assigned to short-term debt securities; or

o    it  is  not  rated,  but  is  determined  to be of  comparable  quality  in
     accordance with procedures noted above.

These  standards  must be satisfied at the time an  investment  is made.  If the
quality of the investment later declines, the Portfolio may continue to hold the
investment,  subject in certain circumstances to a finding by the Directors that
disposing of the investment would not be in the Portfolio's best interest.

         Subject to the above requirements,  the Portfolio will invest in one or
more of the types of investments described below.

         United  States  Government  Obligations.  The  Portfolio  may invest in
obligations of the U.S. Government and its agencies and instrumentalities either
directly or through repurchase agreements.  U.S. Government obligations include:
(i) direct  obligations  issued by the United  States  Treasury such as Treasury
bills,   notes  and  bonds;  and  (ii)  instruments   issued  or  guaranteed  by
government-sponsored  agencies  acting under  authority  of Congress.  Some U.S.
Government  Obligations  are  supported by the full faith and credit of the U.S.
Treasury;  others are  supported  by the right of the issuer to borrow  from the
Treasury;  others  are  supported  by the  discretionary  authority  of the U.S.
Government to purchase the agency's obligations; still others are supported only
by the credit of the agency. There is no assurance that the U.S. Government will
provide financial support to one of its agencies if it is not obligated to do so
by law.

         Bank  Obligations.  The  Portfolio  may invest in high  quality  United
States dollar-denominated  negotiable certificates of deposit, time deposits and
bankers'  acceptances of U.S. and foreign banks,  savings and loan  associations
and savings banks meeting certain total asset  minimums.  The Portfolio may also
invest in  obligations  of  international  banking  institutions  designated  or
supported  by  national   governments   to  promote   economic   reconstruction,
development or trade between nations (e.g.,  the European  Investment  Bank, the
Inter-American  Development  Bank, or the World Bank).  These obligations may be
supported by  commitments of their member  countries,  and there is no assurance
these commitments will be undertaken or met.

         Commercial  Paper;  Bonds.  The  Portfolio  may invest in high  quality
commercial paper and corporate bonds issued by United States  corporations.  The
Portfolio may also invest in bonds and  commercial  paper of foreign  issuers if
the  obligation  is  U.S.  dollar-denominated  and is  not  subject  to  foreign
withholding tax.

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

         Synthetic  Instruments.  As  may  be  permitted  by  current  laws  and
regulations  and if  expressly  permitted by the  Directors of the Company,  the
Portfolio  may  invest  in  certain  synthetic  instruments.   Such  instruments
generally involve the deposit of asset-backed  securities in a trust arrangement
and  the  issuance  of  certificates  evidencing  interests  in the  trust.  The
Sub-advisor  will review the  structure  of  synthetic  instruments  to identify
credit and liquidity risks and will monitor such risks.

     Foreign Securities. Foreign investments must be denominated in U.S. dollars
and may be made  directly  in  securities  of foreign  issuers or in the form of
American Depositary Receipts and European Depositary Receipts.

         For  more  information  on  certain  of  these  investments,  see  this
Prospectus under "Certain Risk Factors and Investment Methods."


<PAGE>


PORTFOLIO TURNOVER:

         Each  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 Founders Passport Portfolio
AST Scudder Japan Portfolio
AST Janus Overseas Growth Portfolio
AST American Century International Growth Portfolio
AST American Century International Growth Portfolio II
AST Janus Small-Cap Growth Portfolio
AST Kemper  Small-Cap  Growth  Portfolio
AST Janus Mid-Cap Growth Portfolio
AST Alger  Mid-Cap  Growth  Portfolio
AST Neuberger Berman Mid-Cap Growth Portfolio
AST Neuberger Berman Mid-Cap Value Portfolio AST Alger Growth Portfolio
AST Marsico Capital Growth Portfolio
AST JanCap Growth Portfolio
AST Janus Strategic Value Portfolio
AST Cohen & Steers Realty  Portfolio
AST T. Rowe Price Global Bond Portfolio
AST Lord Abbett Bond-Debenture Portfolio
AST PIMCO Total Return Bond Portfolio
AST PIMCO Limited Maturity 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  (except the AST Money  Market  Portfolio)  are valued on the
basis of market  quotations.  However,  in certain  circumstances  where  market
quotations are not readily  available or are believed to be  inaccurate,  assets
are valued by methods that are believed to accurately  reflect their fair value.
The assets of the AST Money Market  Portfolio are valued by the  amortized  cost
method, which is intended to approximate market value. Because NAV is calculated
and purchases may be made only on business days, and because  securities  traded
on  foreign  exchanges  may  trade on other  days,  the  value of a  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:


         Founders Asset Management LLC ("Founders"),  Founders Financial Center,
2930 East Third Avenue,  Denver,  Colorado 80206,  serves as Sub-advisor for the
AST Founders  Passport  Portfolio.  Founders and its predecessor  companies have
acted as investment  advisors since 1938, and serves as investment  advisor to a
number of other  investment  companies and private  accounts.  Founders  managed
assets aggregating approximately $8.6 billion as of June 30, 2000.


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


         Scudder Kemper Investments,  Inc. ("Scudder Kemper"),  345 Park Avenue,
New York, New York,  serves as Sub-advisor  of the AST Kemper  Small-Cap  Growth
Portfolio  and the AST Scudder  Japan  Portfolio.  Scudder  Kemper is one of the
largest  investment  managers in the country with more than $298  billion  under
management  as of June 30,  2000  and has  been  engaged  in the  management  of
investment funds for more than eighty years.


     Peter Chin, CFA is the lead portfolio manager for the Portfolio, and Roy C.
McKay, CFA is the other portfolio manager. Both have managed the Portfolio since
June 1999.  Mr. Chin is a Managing  Director of Scudder Kemper and has been with
the firm since 1973.  Mr. McKay is a Manager  Director of Scudder Kemper and has
been with the firm since 1988.


         The day-to-day management of the AST Scudder Japan Portfolio is handled
by Seung Kwak, lead portfolio manager, and Elizabeth J. Allan, both of whom have
managed the Portfolio  since its  inception in October 2000.  Mr. Kwak began his
investment  career in 1985,  has been with Scudder  Kemper since 1988,  and is a
Managing  Director of Scudder Kemper.  Ms. Allan began her investment  career in
1982,  joined  Scudder Kemper in 1987, and is a Senior Vice President of Scudder
Kemper.

         A I M Capital  Management,  Inc. ("AIM"), 11 Greenway Plaza, Suite 100,
Houston,  Texas 77046-1173,  serves as Sub-advisor for the AST AIM International
Equity  Portfolio  and the AST  AIM  Balanced  Portfolio.  AIM has  acted  as an
investment  advisor since 1986 and,  together  with its parent,  A I M Advisors,
Inc.,  advises or manages over 120  investment  portfolios  encompassing a broad
range of investment  objectives.  As of June 30, 2000, AIM managed approximately
$176.5 billion in assets.


         AIM became the  Sub-advisor  of the  Portfolios on May 4, 1999 upon the
resignation of Putnam Investment Management,  Inc., the previous Sub-advisor for
the Portfolios. (The AST AIM International Portfolio was known as the AST Putnam
International Equity Portfolio,  and the AST AIM Balanced Portfolio was known as
the AST Putnam Balanced Portfolio.)

     AIM uses a team approach to investment management.  The members of the team
responsible for the management of the AST AIM International Equity Portfolio are
A. Dale Griffin,  III, Clas G. Olsson,  Barrett K. Sides, and Jason Holzer.  The
members of the team have managed the Portfolio  since AIM became the Portfolio's
Sub-Advisor  in May 1999 (except for Mr.  Holzer,  who has been a manager of the
Portfolio  since October 1999),  and all (except for Mr. Holzer) are officers of
AIM. Mr. Griffin,  Senior Portfolio Manager, has been associated with AIM and/or
its affiliates since 1989. Mr. Olsson,  Portfolio  Manager,  has been associated
with AIM and/or its affiliates  since 1994. Mr. Sides,  Portfolio  Manager,  has
been associated with AIM and/or its affiliates since 1990. Mr. Holzer, Portfolio
Manager,  has been  associated  with AIM and/or its affiliates  since 1996. From
1994 to 1996, he was an associate with JMB Realty.

     The  members  of the team  responsible  for the  management  of the AST AIM
Balanced  Portfolio  are Claude C. Cody IV,  Robert G.  Alley,  Craig A.  Smith,
Meggan M.  Walsh and Jan  Friedli.  The  members  of the team have  managed  the
Portfolio since AIM became the  Portfolio's  Sub-advisor in May 1999 (except for
Mr. Friedli,  who has been a manager of the Portfolio  since October 1999),  and
all (except for Mr.  Friedli) are officers of AIM.  Mr. Cody,  Senior  Portfolio
Manager,  has been  associated  with AIM and/or its  affiliates  since 1992. Mr.
Alley,  Senior  Portfolio  Manager,  has been  associated  with AIM  and/or  its
affiliates since 1992. Mr. Smith,  Portfolio  Manager,  has been associated with
AIM and/or its affiliates  since 1989. Ms. Walsh,  Portfolio  Manager,  has been
associated  with AIM and/or its affiliates  since 1991. Mr.  Friedli,  Portfolio
Manager, has been associated with AIM and/or its affiliate since 1999. From 1997
to 1999, he was a global fixed-income  portfolio manager for  Nicholas-Applegate
Capital Management,  and from 1994 to 1997, he was an international fixed-income
trader and analyst for Strong Capital Management.


         Janus  Capital  Corporation  ("Janus"),  100 Fillmore  Street,  Denver,
Colorado  80206-4923,  serves as Sub-advisor  for the AST Janus Overseas  Growth
Portfolio,  the AST Janus  Small-Cap  Growth  Portfolio,  the AST Janus  Mid-Cap
Growth Portfolio,  the AST JanCap Growth Portfolio,  and the AST Janus Strategic
Value 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 June 30,  2000,  Janus
managed assets worth approximately $304 billion.


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

     The 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 Janus
Mid-Cap Growth Portfolio is Matthew A. Ankrum,  CFA. Mr. Ankrum, who has managed
the Portfolio  since its  inception,  joined Janus as an intern in June 1996 and
became an equity research  analyst in August 1997.  Prior to joining Janus,  Mr.
Ankrum worked as a corporate  finance  analyst at William Blair and Company from
1993 to 1995.

     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.

     The portfolio manager responsible for management of the AST Janus Strategic
Value  Portfolio is David C. Decker.  Mr. Decker has managed the Portfolio since
its inception in October 2000. He joined Janus in 1992 as a research analyst and
focused on companies in the automotive and defense  industries prior to becoming
a portfolio manager in 1996.


         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,  the AST American Century International
Growth  Portfolio II, the AST American Century Income & Growth Portfolio and the
AST American Century  Strategic  Balanced  Portfolio.  American Century has been
providing investment advisory services to investment companies and institutional
clients since 1958.  As of June 30, 2000,  American  Century and its  affiliates
managed assets totaling approximately $113 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.

     The portfolio  manager  members of the portfolio team  responsible  for the
day-to-day  management of the AST American Century Income & Growth Portfolio are
John  Schniedwind,  Kurt  Borgwardt,  Jeffrey R. Tyler and William  Martin.  Mr.
Schniedwind is Senior Vice President and Group Leader -- Quantitative Equity for
American  Century,  and has been with American Century since 1982. Mr. Borgwardt
is Vice  President,  Portfolio  Manager  and  Director  of  Quantitative  Equity
Research for American  Century,  and has been with American  Century since 1990.
Mr. Tyler, Senior Vice President and Portfolio Manager,  joined American Century
in 1988.  William Martin,  Vice President and Senior Portfolio  Manager,  joined
American Century in 1989.

         American  Century became the  Sub-advisor  of the AST American  Century
Income  &  Growth  Portfolio  on May 4,  1999  upon the  resignation  of  Putnam
Investment  Management,  Inc., the previous Sub-advisor for the Portfolio.  (The
AST American Century Income & Growth Portfolio was known as the AST Putnam Value
Growth & Income Portfolio.)

         The  portfolio   manager  members  of  the  team  responsible  for  the
day-to-day  management  of the  equity  portion  of  the  AST  American  Century
Strategic  Balanced  Portfolio are the same as the  individuals  noted above who
manage the AST  American  Century  Income & Growth  Portfolio.  The fixed income
portion of the AST American Century Strategic Balanced Portfolio is managed by a
team of portfolio  managers  with  expertise in different  areas of fixed income
investing.  The  portfolio  manager  leader  of the  team  responsible  for  the
day-to-day  management  of the fixed  income  portion of the  Portfolio is Brian
Howell. Mr. Howell joined American Century in 1987 as a research analyst and was
promoted to his current position as portfolio manager in January 1994.


         Massachusetts  Financial Services Company ("MFS"),  which is located at
500 Boylston Street, Boston,  Massachusetts 02116, serves as Sub-advisor for the
AST MFS Global Equity Portfolio,  the AST MFS Growth Portfolio,  and the AST MFS
Growth with  Income  Portfolio.  MFS and its  predecessor  organizations  have a
history of money  management  dating  from 1924.  As of June 30,  2000,  the net
assets under the management of the MFS organization  were  approximately  $151.2
billion.


     The portfolio manager  responsible for the management of the AST MFS Global
Equity Portfolio is David R. Mannheim.  Mr. Mannheim, a Senior Vice President of
MFS, has managed the Portfolio  since its inception and has been employed by MFS
in the investment management area since 1988.

     The portfolio managers responsible for the management of the AST MFS Growth
Portfolio are Stephen Pesek and Thomas D. Barrett.  Mr. Pesek,  a Vice President
of MFS, has managed the  Portfolio  since its inception and has been employed by
MFS as a portfolio  manager  since 1994.  Mr.  Barrett has managed the Portfolio
since May 2000 and has been employed by MFS in the  investment  management  area
since  1996.  Prior to joining  MFS,  Mr.  Barrett  had been an  Assistant  Vice
President and Equity Research Analyst with The Boston Company Asset  Management,
Inc.

     The AST MFS Growth with Income  Portfolio is managed by John D.  Laupheimer
and Mitchell D. Dynan. Both have managed the Portfolio since its inception.  Mr.
Laupheimer  is a Senior Vice  President of MFS, and has been  employed by MFS in
the  investment  management  area since  1981.  Mr.  Dynan is also a Senior Vice
President of MFS, and has been employed by MFS in the investment management area
since 1986.


         Federated Investment  Counseling  ("Federated  Investment"),  Federated
Investors Tower, Pittsburgh,  Pennsylvania 15222-3779, serves as Sub-advisor for
the AST Federated  Aggressive  Growth Portfolio and the AST Federated High Yield
Portfolio.  Federated  was organized in 1989,  and Federated and its  affiliates
serve as  investment  advisors to a number of  investment  companies and private
accounts.  Total assets under management or  administration by Federated and its
affiliates as of June 30, 2000 was approximately $170 billion.


         Mark E. Durbiano is primarily responsible for the day-to-day management
of the AST Federated High Yield  Portfolio.  Mr.  Durbiano,  who has managed the
Portfolio since it commenced  operations in 1994, joined Federated  Investment's
parent  company in 1982 and has been a Senior Vice  President of an affiliate of
Federated Investment since January 1996.

         The portfolio managers  responsible for management of the AST Federated
Aggressive  Growth  Portfolio  are  Keith J.  Sabol,  Aash M.  Shah and James E.
Grefenstette.  Each has managed the  Portfolio  since its  inception in October,
2000.  Mr. Sabol joined  Federated  Investment's  parent company in 1994. He has
been a Portfolio Manager since 1996 and served as an Assistant Vice President of
the parent  company from January 1997 to July 1998. He has been a Vice President
of the parent  company since July 1998. Mr. Shah joined  Federated  Investment's
parent company in 1993, has been a Portfolio  Manager since 1995, and has been a
Vice  President of the parent  company since January 1997. Mr. Shah served as an
Assistant Vice President of the parent company from 1995 through 1996, and as an
Investment  Analyst from 1993 to 1995. Mr.  Grefenstette  has been a Senior Vice
President of Federated Investment's parent company since January 2000. He served
as a Vice  President  from 1996 through 1999 and was an Assistant Vice President
from 1994 until 1996.


         Lord, Abbett & Co. ("Lord Abbett"),  90 Hudson Street, Jersey City, New
Jersey  07302,  serves as  Sub-advisor  for the AST Lord Abbett  Small Cap Value
Portfolio and the AST Lord Abbett Bond-Debenture Portfolio. Lord Abbett has been
an  investment  manager  for over 68 years.  As of June 30,  2000,  Lord  Abbett
managed  over $33  billion  in a family  of  mutual  funds  and  other  advisory
accounts.

     Lord Abbett uses a team of investment managers and analysts acting together
to manage the  investments of the AST Lord Abbett Small Cap Value  Portfolio and
the AST Lord Abbett Bond-Debenture  Portfolio.  Robert P. Fetch, Partner of Lord
Abbett,  heads the team for the AST Lord Abbett Small Cap Value  Portfolio,  and
Gregory M. Macosko is the other member of the team.  Mr. Fetch,  who has managed
the Portfolio since its inception,  joined Lord Abbett as a Portfolio Manager in
August,  1995. Mr.  Macosko  joined Lord Abbett in 1996;  before that, he was an
Equity Analyst with Quest Advisory Services from 1991 to 1996.

     Christopher J. Towle, Partner of Lord Abbett, heads the management team for
the AST Lord Abbett Bond-Debenture  Portfolio, the other senior members of which
include Richard Szaro,  Michael Goldstein and Thomas Baade, and all have managed
the Portfolio  since its  inception.  Towle and Szaro have been with Lord Abbett
since 1988 and 1983, respectively. Mr. Goldstein has been with Lord Abbett since
1997.  Before  joining Lord Abbett,  Mr.  Goldstein was a bond trader for Credit
Suisse BEA Associates from August 1992 through April 1997. Mr. Baade joined Lord
Abbett in 1998;  prior to that he was a credit  analyst  with  Greenwich  Street
Advisors.



         GAMCO Investors,  Inc., ("GAMCO") with principal offices located at One
Corporate  Center,  Rye, New York  10580-1434,  serves as Sub-advisor to the AST
Gabelli  Small-Cap Growth Portfolio and the AST Gabelli All-Cap Value Portfolio.
GAMCO managed  approximately $9.6 billion in assets as of June 30, 2000 and is a
wholly owned subsidiary of Gabelli Asset Management Inc.


         Mario J.  Gabelli,  CFA, is primarily  responsible  for the  day-to-day
management  of the AST Gabelli  Small-Cap  Value  Portfolio  and the AST Gabelli
All-Cap Value Portfolio.  Mr. Gabelli has been Chief Executive Officer and Chief
Investment  Officer  of  GAMCO  and  its  predecessor  since  the  predecessor's
inception in 1978.


         Fred Alger Management,  Inc. ("Alger"),  One World Trade Center,  Suite
9333, New York, New York 10048,  serves as Sub-advisor for the AST Alger Mid-Cap
Growth  Portfolio,  the AST Alger  All-Cap  Growth  Portfolio  and the AST Alger
Growth  Portfolio.  Alger has been an investment  advisor since 1964,  and as of
June 30, 2000 managed mutual fund and other assets totaling  approximately $21.2
billion.


         The portfolio managers  responsible for the management of the AST Alger
Mid-Cap Growth  Portfolio and the AST Alger Growth Portfolio are David Alger and
Ron Tartaro. Both have managed these Portfolios since their inception. Mr. Alger
has been employed by Alger since 1971 and served as Executive Vice President and
Director of Research  prior to being named  President in 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.

         The portfolio managers  responsible for the management of the AST Alger
All-Cap Growth  Portfolio are David Alger and Seilai Khoo. Mr. Alger has managed
the  Portfolio  since  its  inception,  while  Ms.  Khoo has been  managing  the
Portfolio  since June 2000.  Mr. Alger has been employed by Alger since 1971 and
served as Executive Vice President and Director of Research prior to being named
President in 1995.  Ms. Khoo has been employed by Alger since 1989, and has been
a Senior Vice President and Portfolio Manager since 1995.


         Neuberger Berman Management Inc. ("NB  Management"),  605 Third Avenue,
New York, NY 10158,  serves as sub-advisor for the AST Neuberger  Berman Mid-Cap
Growth  Portfolio  and 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 June 30, 2000.


         Jennifer K. Silver and Brooke A. Cobb have been  primarily  responsible
for  the  day-to-day  management  of the AST  Neuberger  Berman  Mid-Cap  Growth
Portfolio since NB Management  became the  Portfolio's  Sub-advisor in May 1998.
Ms. Silver is Director of the Neuberger Berman Growth Equity Group, and both she
and Mr.  Cobb  are  Vice  Presidents  of NB  Management.  Prior  to  joining  NB
Management in 1997, Ms. Silver was a portfolio  manager for several large mutual
funds managed by a prominent investment adviser. Prior to joining NB Management,
Mr.  Cobb was the chief  investment  officer  for an  investment  advisory  firm
managing  individual  accounts  from  1995 to 1997  and,  from  1992 to 1995,  a
portfolio manager of a large mutual fund managed by a prominent adviser.

     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.


         Kinetics Asset Management,  Inc. ("Kinetics"),  1311 Mamaroneck Avenue,
Suite 130, White Plains,  New York,  10605,  serves as  Sub-advisor  for the AST
Kinetics  Internet  Portfolio.  Kinetics was founded in 1996 and managed  assets
totaling approximately $1.1 billion as of June 30, 2000.


     The portfolio managers  responsible for the management of the Portfolio are
Peter B. Doyle and Steven Tuen,  CFA.  Mr.  Doyle,  who is the Chief  Investment
Strategist  for the  Portfolio,  co-founded  Kinetics  in early  1996 and is the
Chairman of its Board of  Directors.  Mr. Doyle also  co-founded  and has been a
Managing  Director of Horizon Asset  Management,  Inc.  since 1994.  Mr. Tuen is
Co-Portfolio  Manager of and  Executive  Adviser to the  Portfolio.  Mr.  Tuen's
primary  duties  include   research  and  analysis  of  equity   securities  for
investment.  From 1996 to 1999,  Mr.  Tuen was an Analyst  and the  Director  of
Research of IPO Value Monitor, a research service that focuses on initial public
offerings.  From 1989 to 1996,  Mr. Tuen was an Analyst at Bankers Trust Company
where he became Portfolio Manager of the Private Banking Group.


     T. Rowe Price  Associates,  Inc. ("T. Rowe Price"),  100 East Pratt Street,
Baltimore,  Maryland  21202,  serves as  Sub-advisor  for the AST T. Rowe  Price
Natural  Resources  Portfolio  and  the  AST  T.  Rowe  Price  Asset  Allocation
Portfolio.  T. Rowe Price was founded in 1937 by the late Thomas Rowe Price, Jr.
As of June 30, 2000,  the firm and its  affiliates  managed  approximately  $179
billion for approximately eight million individual and institutional accounts.


     T. Rowe  Price  manages  each  Portfolio  through  an  Investment  Advisory
Committee. The Committee Chairman has day-to-day responsibility for managing the
Portfolio  and  works  with  the  Committee  in  developing  and  executing  the
Portfolio's investment program.

     The  Investment  Advisory  Committee  for the  AST T.  Rowe  Price  Natural
Resources  Portfolio is composed of the  following  members:  David J.  Wallack,
Chairman,  Charles M. Ober,  David M. Lee, Hugh M. Evans III,  Richard P. Howard
and James A.C.  Kennedy.  Mr.  Wallack  joined T. Rowe Price in 1990,  is a Vice
President  of T. Rowe Price and an  Investment  Analyst  for the  firm's  Equity
Research Division and has been Chairman of the Portfolio's  Investment  Advisory
Committee since March 1997.

     The  Investment  Advisory  Committee  for  the  AST  T.  Rowe  Price  Asset
Allocation  Portfolio is composed of the  following  members:  Edmund M. Notzon,
Chairman,  James M.  McDonald,  Jerome  Clark,  M.  David  Testa and  Richard T.
Whitney.  Mr. Notzon joined T. Rowe Price in 1989, has been managing investments
since  1991  and  has  been  Chairman  of the  Portfolio's  Investment  Advisory
Committee since the Portfolio's inception.


         Alliance  Capital  Management  L.P.  ("Alliance"),  1345  Avenue of the
Americas,  New York, NY 10105, serves as Sub-advisor for the AST Alliance Growth
Portfolio and AST Alliance  Growth and Income  Portfolio.  Alliance is a leading
international  investment adviser  supervising client accounts with assets as of
June 30, 2000 totaling more than $387.7 billion (of which more than $185 billion
represented assets of investment companies).


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

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

         Marsico Capital Management,  LLC ("Marsico Capital"), 1200 17th Street,
Suite 1300, Denver, CO 80202,  serves as Sub-advisor for the AST Marsico Capital
Growth  Portfolio.  Thomas F. Marsico,  Chairman and Chief Executive  Officer of
Marsico Capital, has had primary  responsibility for management of the Portfolio
since its inception.  Prior to forming Marsico  Capital in September,  1997, Mr.
Marsico  served as  Executive  Vice  President  and  Portfolio  Manager at Janus
Capital  Corporation  ("Janus").  Mr. Marsico joined Janus in March, 1986. As of
June 30, 2000, Marsico Capital managed approximately $15.5 billion in assets.


         Cohen & Steers Capital Management,  Inc. ("Cohen & Steers"),  757 Third
Avenue,  New York, New York 10017,  acts as the  Sub-advisor for the AST Cohen &
Steers  Realty  Portfolio.  Cohen  &  Steers  is the  leading  U.S.  manager  of
portfolios  dedicated to investments in real estate investment trusts ("REITS").
As of June 30,  2000,  Cohen & Steers  managed  approximately  $4.3  billion  in
assets.

         Robert H. Steers,  Chairman, and Martin Cohen, President formed Cohen &
Steers in 1986 and have been  responsible  for the day-to-day  management of the
AST Cohen & Steers Realty Portfolio since its inception.

     Sanford C. Bernstein & Co., Inc. ("Bernstein"), 767 Fifth Avenue, New York,
New York 10153,  serves as  Sub-advisor  for the AST Sanford  Bernstein  Managed
Index 500 Portfolio. Founded in 1967, Bernstein had approximately $81 billion in
assets under management as of June 30, 2000.


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

         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  $389 billion of assets as of
June 30, 2000.

     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.




     T. Rowe Price International, Inc. ("T. Rowe International"), 100 East Pratt
Street,  Baltimore,  Maryland  21202,  serves as Sub-advisor for the AST T. Rowe
Price Global Bond Portfolio.  T. Rowe International is a wholly-owned subsidiary
of T. Rowe Price and the successor of Rowe Price-Fleming International,  Inc., a
joint venture in which T. Rowe Price was a participant that was founded in 1979.
T. Rowe  International is one of the world's largest  international  mutual fund
asset managers with approximately  $39.2 billion under management as of June 30,
2000 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  consists of  Christopher
Rothery,  William T.  Reynolds,  Daniel O.  Shackelford,  and Michael  Conelius.
Christopher  Rothery  joined T. Rowe  International  in 1994 and has 12 years of
experience managing multi-currency fixed-income portfolios. William T. Reynolds,
CFA,  CIC, is Director of T. Rowe Price's  Fixed Income  Division and joined the
firm in 1981. Daniel O. Shackelford,  CFA joined T. Rowe Price in 1999; prior to
that he was the Principal and Head of Fixed Income for Investment  Counselors of
Maryland.  Michael Conelius joined T. Rowe International in 1995. Prior to that,
he had been with T. Rowe Price since 1988.


         Pacific Investment Management Company LLC ("PIMCO"), 840 Newport Center
Drive, Suite 300, Newport Beach,  California 92660 serves as Sub-advisor for the
AST PIMCO Total Return Bond  Portfolio and the AST PIMCO  Limited  Maturity Bond
Portfolio.  PIMCO is an  investment  counseling  firm founded in 1971 and, as of
June 30, 2000, had approximately $199 billion of assets under management.


         The portfolio manager responsible for management of the AST PIMCO Total
Return Bond  Portfolio  and the AST PIMCO  Limited  Maturity  Bond  Portfolio is
William H. Gross.  Mr. Gross is managing  director of PIMCO has been  associated
with the firm since 1971, and has managed each Portfolio since their  respective
commencement of operations.

     J.P. Morgan  Investment  Management Inc.  ("J.P.  Morgan"),  with principal
offices at 522 Fifth Avenue, New York, New York 10036, serves as Sub-advisor for
the AST Money Market  Portfolio.  J.P.  Morgan and its  affiliates  offer a wide
range of services  to  governmental,  institutional,  corporate  and  individual
customers, and act as investment advisor to individual and institutional clients
with combined assets under management of  approximately  $370 billion as of June
30, 2000.  J.P.  Morgan has managed  investments for clients since 1913, and has
managed short-term fixed income assets since 1969.


<PAGE>



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 Founders Passport Portfolio:                                                             1.00%
AST AIM International Equity Portfolio:                                                      0.87%
AST Janus Overseas Growth Portfolio:                                                         1.00%
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 Kemper Small-Cap Growth Portfolio:                                                       0.95%
AST Lord Abbett Small Cap Value Portfolio:                                                   0.95%
AST Gabelli Small-Cap Value Portfolio:                                                       0.90%
AST Neuberger Berman Mid-Cap Growth Portfolio:                                               0.85%
AST Neuberger Berman Mid-Cap Value Portfolio:                                                0.82%
AST Gabelli All-Cap Value Portfolio:                                                         0.95%
AST T. Rowe Price Natural Resources Portfolio:                                               0.90%
AST Alliance Growth Portfolio:                                                               1.00%
AST Marsico Capital Growth Portfolio:                                                        0.90%
AST JanCap Growth Portfolio:                                                                 0.87%
AST Cohen & Steers Realty Portfolio:                                                         1.00%
AST Sanford Bernstein Managed Index 500 Portfolio:                                           0.60%
AST American Century Income & Growth Portfolio:                                              0.75%
AST Alliance Growth and Income Portfolio:                                                    0.75%
AST INVESCO Equity Income Portfolio:                                                         0.75%
AST AIM Balanced Portfolio:                                                                  0.74%
AST American Century Strategic Balanced Portfolio:                                           0.85%
AST T. Rowe Price Asset Allocation Portfolio:                                                0.85%
AST T. Rowe Price Global Bond Portfolio:                                                     0.80%
AST Federated High Yield Portfolio:                                                          0.75%
AST PIMCO Total Return Bond Portfolio:                                                       0.65%
AST PIMCO Limited Maturity Bond Portfolio:                                                   0.65%
AST Money Market Portfolio:                                                                  0.45%
</TABLE>

         The investment management fee rate for the AST Scudder Japan Portfolio,
which had not commenced  operations prior to the date of this Prospectus,  is an
annual  rate of 1.00% of the  average  daily net  assets of the  Portfolio.  The
investment  management fee rate for the AST MFS Global Equity  Portfolio,  which
commenced  operations  during  1999,  is an annual  rate of 1.00% of the average
daily net assets of the Portfolio.  The  investment  management fee rate for the
AST Federated  Aggressive Growth Portfolio,  which had not commenced  operations
prior to the date of this  Prospectus,  is an annual rate of .95% of the average
daily net assets of the Portfolio.  The  investment  management fee rate for the
AST Janus Mid-Cap Growth Portfolio,  which commenced  operations in May 2000, is
an annual rate of 1.00% of the average  daily net assets of the  Portfolio.  The
investment management fee rate for the AST Alger Mid-Cap Growth Portfolio, which
had not commenced operations prior to the date of this Prospectus,  is an annual
rate of .80% of the average daily net assets of the  Portfolio.  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.  The investment management fee rate for the AST Gabelli
All-Cap Value Portfolio, which had not commenced operations prior to the date of
this  Prospectus,  is an annual rate of .95% of the average  daily net assets of
the Portfolio.  The investment management fee rate for the AST Kinetics Internet
Portfolio,  which  had  not  commenced  operations  prior  to the  date  of this
Prospectus,  is an annual rate of 1.00% of the  average  daily net assets of the
Portfolio.  The investment management fee rate for the AST MFS Growth Portfolio,
which commenced operations during 1999, is an annual rate of .90% of the average
daily net assets of the Portfolio.  The  investment  management fee rate for the
AST Alger Growth Portfolio, which had not commenced operations prior to the date
of this Prospectus, is an annual rate of .75% of the average daily net assets of
the Portfolio.  The investment  management fee rate for the AST Janus  Strategic
Value  Portfolio,  which had not commenced  operations prior to the date of this
Prospectus,  is an annual rate of 1.00% of the  average  daily net assets of the
Portfolio. The investment management fee rate for the AST MFS Growth with Income
Portfolio,  which commenced operations during 1999, is an annual rate of .90% of
the average daily net assets of the  Portfolio.  The  investment  management fee
rate for the AST Lord Abbett Bond-Debenture  Portfolio,  which had not commenced
operations  prior to the date of this  Prospectus,  is an annual rate of .80% 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>



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.  Except for the  financial
information  for the  period  ended  June  30,  2000,  which is  unaudited,  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 Scudder  Japan  Portfolio,  AST  Federated
Aggressive  Growth Portfolio,  AST Alger Mid-Cap Growth  Portfolio,  AST Gabelli
All-Cap  Value  Portfolio,  AST Kinetics  Internet  Portfolio,  AST Alger Growth
Portfolio,  AST  Janus  Strategic  Value  Portfolio  and  the  AST  Lord  Abbett
Bond-Debenture  Portfolio,  which had not commenced  operations prior to October
23, 2000.


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

                               NET ASSET       NET                                                                         NET ASSET
                                VALUE      INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET   FROM NET                     VALUE
                   PERIOD      BEGINNING     INCOME    & UNREALIZED    INVESTMENT   INVESTMENT  REALIZED      TOTAL           END
PORTFOLIO          ENDED        OF PERIOD      (LOSS)     GAIN (LOSS)   OPERATIONS   INCOME      GAINS     DISTRIBUTIONS   OF PERIOD
---------          -----        ---------      ------     -----------   ----------   ------      -----     -------------   ---------
<S>                <C>   <C>    <C>            <C>        <C>          <C>           <C>        <C>          <C>            <C>
AST AIM            06/30/00**   $34.23         $0.27      $(3.29)      $(3.02)       $(0.07)    $(4.26)      $(4.33)        $26.88
International      12/31/99      22.67          0.05        13.36         13.41         --       (1.85)        (1.85)        34.23
Equity***          12/31/98      21.29          0.20         3.81         4.01        (0.67)     (1.96)       (2.63)         22.67
                   12/31/97      19.22          0.36         2.96         3.32        (0.30)     (0.95)       (1.25)         21.29
                   12/3196       18.20          0.16         1.55         1.71        (0.32)     (0.37)       (0.69)         19.22
                   12/31/95      17.61          0.14         1.44         1.58            --     (0.99)       (0.99)         18.20

AST Alliance       06/30/00**   $23.50         $0.12      $(0.93)      $(0.81)       $(0.23)    $(2.65)      $(2.88)        $19.81
Growth and Income+ 12/31/99      21.68          0.23         3.04         3.27        (0.25)     (1.20)       (1.45)         23.50
                   12/31/98      20.53          0.25         2.23         2.48        (0.25)     (1.08)       (1.33)         21.68
                   12/31/97      17.17          0.24         3.76         4.00        (0.23)     (0.41)       (0.64)         20.53
                   12/31/96      14.98          0.23         2.48         2.71        (0.17)     (0.35)       (0.52)         17.17
                   12/31/95      12.00          0.16         3.22         3.38        (0.20)     (0.20)       (0.40)         14.98

AST JanCap Growth  06/30/00**   $55.21       $(0.10)      $(3.45)      $(3.55)       $(0.07)    $(4.45)      $(4.52)        $47.14
                   12/31/99      37.00          0.05        19.65        19.70            --     (1.49)       (1.49)         55.21
                   12/31/98      23.15          0.04        15.10        15.14        (0.08)     (1.21)       (1.29)         37.00
                   12/31/97      18.79          0.06         5.16         5.22        (0.05)     (0.81)       (0.86)         23.15
                   12/31/96      15.40          0.02         4.19         4.21        (0.02)     (0.80)       (0.82)         18.79
                   12/31/95      11.22          0.06         4.18         4.24        (0.06)         --       (0.06)         15.40

AST Money Market   06/30/00**    $1.00       $0.0263  $        --      $0.0263     $(0.0263)$       --     $(0.0263)         $1.00
                   12/31/99       1.00        0.0449       0.0001       0.0450      (0.0449)   (0.0001)     (0.0450)          1.00
                   12/31/98       1.00        0.0502       0.0002       0.0504      (0.0502)   (0.0002)     (0.0504)          1.00
                   12/31/97       1.00        0.0507       0.0002       0.0509      (0.0507)   (0.0002)     (0.0509)          1.00
                   12/31/96       1.00        0.0492       0.0005       0.0497      (0.0492)   (0.0005)     (0.0497)          1.00
                   12/31/95       1.00        0.0494           --       0.0494      (0.0494)        --      (0.0494)          1.00

AST Neuberger      06/30/00**   $13.32         $0.02        $0.62        $0.64       $(0.04)    $(0.05)      $(0.09)        $13.87
Berman             12/31/99      13.16          0.10         0.60         0.70        (0.24)     (0.30)       (0.54)         13.32
Mid-Cap Value++    12/31/98      15.15          0.21       (0.52)        (0.31)       (0.36)     (1.32)       (1.68)         13.16
                   12/31/97      12.83          0.32         2.87         3.19        (0.36)     (0.51)       (0.87)         15.15
                   12/31/96      11.94          0.36         0.97         1.33        (0.44)         --       (0.44)         12.83
                   12/31/95       9.87          0.40         2.09         2.49        (0.42)         --       (0.42)         11.94

AST AIM            06/30/00**   $15.24         $0.16        $0.18        $0.34       $(0.32)    $(1.07)      $(1.39)        $14.19
Balanced+++        12/31/99      14.13          0.32         2.30         2.62        (0.35)     (1.16)       (1.51)         15.24
                   12/31/98      13.64          0.34         1.31         1.65        (0.35)     (0.81)       (1.16)         14.13
                   12/31/97      13.19          0.33         1.85         2.18        (0.31)     (1.42)       (1.73)         13.64
                   12/31/96      12.53          0.32         1.02         1.34        (0.25)     (0.43)       (0.68)         13.19
                   12/31/95      10.49          0.26         2.06         2.32        (0.28)         --       (0.28)         12.53
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Annualized.
*  For  1999  and  2000,  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".
** Unaudited.
*** From October 15, 1996 to May 4, 1999,  Putnam  Investment  Management,  Inc.
served as Sub-advisor to the AST AIM International  Equity Portfolio  (formerly,
the AST Putnam  International  Equity  Portfolio).  Prior to October  15,  1996,
Seligman  Henderson Co. served as Sub-advisor  to the  Portfolio.  A I M Capital
Management, Inc. has served as Sub-advisor to the Portfolio since May 4, 1999.
+ Prior to May 1, 2000,  Lord,  Abbett & Co.  served as  Sub-advisor  to the AST
Alliance Growth and Income Portfolio  (formerly,  the AST Lord Abbett Growth and
Income Portfolio). Alliance Capital Management L.P. has served as Sub-advisor to
the Portfolio since May 1, 2000.
++ 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.
+++ From October 15, 1996 to May 4, 1999,  Putnam  Investment  Management,  Inc.
served as  Sub-advisor  to the AST AIM  Balanced  Portfolio  (formerly,  the AST
Putnam  Balanced  Portfolio).  Prior to October  15,  1996,  Phoenix  Investment
Counsel, Inc. served as Sub-advisor to the Portfolio.  A I M Capital Management,
Inc. has served as Sub-advisor to the Portfolio since May 4, 1999.













<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>  <C>                 <C>  <C>
(10.35%)         $755,595                    44%                    1.18%(1)              1.18%(1)                 1.59%(1)
64.13%            770,512                   159%                    1.18%                 1.18%                    0.18%
20.10%            497,461                   117%                    1.13%                 1.13%                    0.69%
18.15%            412,270                   116%                    1.15%                 1.15%                    1.04%
9.65%             346,211                   124%                    1.16%                 1.26%                    0.88%
10.00%            268,056                    59%                    1.17%                 1.27%                    0.88%

(2.22%)        $1,480,249                    86%                    1.10%(1)              1.12%(1)                 1.18%(1)
16.09%          1,498,306                    69%                    0.92%                 0.94%                    1.09%
12.48%          1,181,909                    78%                    0.91%                 0.91%                    1.32%
23.92%            936,986                    41%                    0.93%                 0.93%                    1.60%
18.56%            530,497                    43%                    0.97%                 0.97%                    1.92%
28.91%            288,749                    50%                    0.99%                 0.99%                    2.50%

(7.24%)        $5,905,963                    16%                    1.01%(1)              1.05%(1)                (0.40%)(1)
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%

 2.66%         $1,844,396                    N/A                    0.60%(1)              0.65%(1)                 5.29%(1)
 4.60%          2,409,157                    N/A                    0.60%                 0.65%                    4.52%
 5.14%            967,733                    N/A                    0.60%                 0.66%                    4.99%
 5.18%            759,888                    N/A                    0.60%                 0.69%                    5.06%
 5.08%            549,470                    N/A                    0.60%                 0.71%                    4.87%
 5.05%            344,225                    N/A                    0.60%                 0.72%                    5.38%

 4.95%           $677,747                    92%                    1.23%(1)              1.23%(1)                 0.29%(1)
 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%

 2.03%           $591,036                    33%                    0.97%(1)              0.97%(1)                 2.49%(1)
20.85%            499,571                   154%                      1.00%                 1.00%                  2.37%
12.86%            409,335                   139%                      1.00%                 1.00%                  2.55%
18.28%            357,591                   170%                      1.03%                 1.03%                  2.81%
11.23%            286,479                   276%                      0.94%                 0.94%                  2.66%
22.60%            255,206                   161%                      0.94%                 0.94%                  3.28%

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


<PAGE>




AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS

PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
                            INCREASE (DECREASE) FROM

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

                               NET ASSET       NET                                                                         NET ASSET
                                VALUE      INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET   FROM NET                     VALUE
                   PERIOD      BEGINNING     INCOME    & UNREALIZED    INVESTMENT   INVESTMENT  REALIZED      TOTAL           END
PORTFOLIO          ENDED        OF PERIOD      (LOSS)     GAIN (LOSS)   OPERATIONS   INCOME      GAINS     DISTRIBUTIONS   OF PERIOD
---------          -----        ---------      ------     -----------   ----------   ------      -----     -------------   ---------
<S>                   <C>   <C>  <C>           <C>           <C>         <C>        <C>        <C>           <C>           <C>
AST Federated         06/30/00** $11.92        $0.55         $(0.81)     $(0.26)    $(1.16)    $   --        (1.16)        $10.50
High Yield            12/31/99    12.65         1.03          (0.77)       0.26      (0.91)     (0.08)       (0.99)         11.92
                      12/31/98    13.11         0.91          (0.57)       0.34      (0.76)     (0.04)       (0.80)         12.65
                      12/31/97    12.13         0.75           0.83        1.58      (0.54)     (0.06)       (0.60)         13.11
                      12/31/96    11.14         0.56           0.90        1.46      (0.47)        --       (0.47)          12.13
                      12/31/95     9.69         0.38           1.46        1.84      (0.39)        --       (0.39)          11.14

AST T. Rowe Price     06/30/00** $18.86        $0.24     $     --        $(0.45)     $(0.18)    $(0.63)      $(0.63)        $18.47
Asset Allocation      12/31/99    17.47         0.44         1.32           1.76      (0.36)     (0.01)       (0.37)         18.86
                      12/31/98    15.13         0.35         2.38           2.73      (0.33)     (0.06)       (0.39)         17.47
                      12/31/97    13.27         0.33         2.03           2.36      (0.26)     (0.24)       (0.50)         15.13
                      12/31/96    12.01         0.27         1.28           1.55      (0.25)     (0.04)       (0.29)         13.27
                      12/31/95     9.94         0.26         2.02           2.28      (0.21)         --       (0.21)         12.01

AST PIMCO Total       06/30/00** $10.99        $0.32        $0.10          $0.42     $(0.60) $       --      $(0.60)        $10.81
Return Bond           12/31/99    12.02         0.58       (0.71)         (0.13)      (0.52)     (0.38)       (0.90)         10.99
                      12/31/98    11.72         0.49         0.56           1.05      (0.51)     (0.24)       (0.75)         12.02
                      12/31/97    11.11         0.48         0.58           1.06      (0.45)         --       (0.45)         11.72
                      12/31/96    11.34         0.46       (0.10)           0.36      (0.28)     (0.31)       (0.59)         11.11
                      12/31/95     9.75         0.25         1.55           1.80      (0.21)         --       (0.21)         11.34

AST INVESCO Equity    06/30/00** $18.65        $0.18        $0.04          $0.22     $(0.36)    $(1.40)      $(1.76)        $17.11
Income                12/31/99    17.50         0.36         1.61           1.97      (0.32)     (0.50)       (0.82)         18.65
                      12/31/98    16.51         0.31         1.81           2.12      (0.32)     (0.81)       (1.13)         17.50
                      12/31/97    13.99         0.31         2.84           3.15      (0.26)     (0.37)       (0.63)         16.51
                      12/31/96    12.50         0.27         1.79           2.06      (0.24)     (0.33)       (0.57)         13.99
                      12/31/95     9.75         0.25         2.65           2.90      (0.15)         --       (0.15)         12.50

AST Janus Small-Cap   06/30/00** $42.61      $(0.10)      $(6.41)        $(6.51)     $    --    $(4.01)      $(4.01)        $32.09
Growth***             12/31/99    17.61       (0.03)        25.03          25.00          --         --           --         42.61
                      12/31/98    17.81       (0.08)         0.73           0.65          --     (0.85)       (0.85)         17.61
                      12/31/97    16.80       (0.05)         1.06           1.01          --         --           --         17.81
                      12/31/96    14.25       (0.03)         2.85           2.82          --     (0.27)       (0.27)         16.80
                      12/31/95    10.84       (0.04)         3.54           3.50      (0.09)         --       (0.09)         14.25

AST American Century  06/30/00** $16.67      $(0.01)      $(1.17)        $(1.18)     $(0.03)    $(1.64)      $(1.67)        $13.82
International         12/31/99    13.39        0.06         3.95           4.01       (0.09)     (0.64)        (0.73)        16.67
 Growth II+           12/31/98    12.09         0.08         1.59           1.67      (0.14)     (0.23)       (0.37)         13.39
                      12/31/97    12.07         0.09         0.08           0.17      (0.07)     (0.08)       (0.15)         12.09
                      12/31/96    10.65         0.06         1.44           1.50      (0.08)         --       (0.08)         12.07
                      12/31/95     9.62         0.07         0.99           1.06      (0.01)     (0.02)       (0.03)         10.65

AST T. Rowe Price     06/30/00**  $9.60        $0.17      $(0.51)        $(0.34)     $(0.15) $       --      $(0.15)         $9.11
Global Bond++         12/31/99    11.46         0.33       (1.25)         (0.92)      (0.71)     (0.23)       (0.94)          9.60
                      12/31/98    10.11         0.52         0.94           1.46      (0.03)     (0.08)       (0.11)         11.46
                      12/31/97    10.90         0.20       (0.57)         (0.37)      (0.16)     (0.26)       (0.42)         10.11
                      12/31/96    10.60         0.23         0.38           0.61      (0.14)     (0.17)       (0.31)         10.90
                      12/31/95     9.68         0.31         0.75           1.06      (0.14)         --       (0.14)         10.60

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

*  For  1999  and  2000,  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". ** Unaudited.

***  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>  <C>              <C>   <C>
(2.35%)            $604,610                 13%                     0.95%(1)             0.95%(1)              10.14%(1)
 2.00%              623,788                 39%                     0.94%                0.94%                  9.09%
 2.61%              595,680                 36%                     0.95%                0.95%                  8.64%
13.59%              434,420                 28%                     0.98%                0.98%                  8.83%
13.58%              205,262                 43%                     1.03%                1.03%                  8.02%
19.57%               83,692                 30%                     1.11%                1.11%                  8.72%

 1.44%             $438,344                 17%                     1.07%(1)             1.07%(1)               2.60%(1)
10.28%              447,542                 17%                     1.07%                1.07%                  2.65%
18.36%              344,197                  8%                     1.09%                1.09%                  2.70%
18.40%              213,075                 10%                     1.13%                1.13%                  2.95%
13.14%              120,149                 31%                     1.20%                1.20%                  3.02%
23.36%               59,399                 18%                     1.25%                1.29%                  3.53%

 3.97%           $1,133,405                 155%                    0.82%(1)             0.82%(1)               6.17%(1)
(1.09%)           1,005,763                 227%                    0.82%                0.82%                  5.46%
 9.46%              896,497                 231%                    0.83%                0.83%                  5.24%
 9.87%              572,100                 320%                    0.86%                0.86%                  5.56%
 3.42%              360,010                 403%                    0.89%                0.89%                  5.38%
18.78%              225,335                 124%                    0.89%                0.89%                  5.95%

 1.88%           $1,145,436                  33%                    0.95%(1)             0.95%(1)               2.21%(1)
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%

(18.05%)         $1,052,163                  53%                    1.05%(1)             1.05%(1)               (0.50%)(1)
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%)

 (7.95%)           $453,284                 102%                    1.26%(1)             1.26%(1)               0.06%(1)
 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%

 (3.53%)           $136,272                 108%                    1.12%(1)             1.12%(1)               4.00%(1)
 (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%

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


<PAGE>




AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS

PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

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

                               NET ASSET       NET                                                                         NET ASSET
                                VALUE      INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET   FROM NET                     VALUE
                   PERIOD      BEGINNING     INCOME    & UNREALIZED    INVESTMENT   INVESTMENT  REALIZED      TOTAL           END
PORTFOLIO          ENDED        OF PERIOD      (LOSS)     GAIN (LOSS)   OPERATIONS   INCOME      GAINS     DISTRIBUTIONS   OF PERIOD
---------          -----        ---------      ------     -----------   ----------   ------      -----     -------------   ---------
<S>                   <C>   <C>  <C>            <C>         <C>            <C>     <C>           <C>          <C>           <C>
AST Neuberger Berman  06/30/00** $24.03         $0.01       $3.11          $3.12   $      --     $(0.62)      $(0.62)       $26.53
Mid-Cap Growth***     12/31/99    17.26        (0.11)        8.21           8.10          --      (1.33)       (1.33)        24.03
                      12/31/98    16.61        (0.05)        3.31           3.26      (0.01)      (2.60)       (2.61)        17.26
                      12/31/97    14.39          0.01        2.36           2.37      (0.02)      (0.13)       (0.15)        16.61
                      12/31/96    12.40          0.01        2.01           2.02      (0.03)          --       (0.03)        14.39
                      12/31/95     9.97          0.04        2.40           2.44      (0.01)          --       (0.01)        12.40

AST Founders Passport 06/30/00** $24.63       $(0.01)     $(0.80)        $(0.81)  $       --     $(4.55)      $(4.55)       $19.27
                      12/31/99    13.04        (0.07)       11.72          11.65      (0.03)      (0.03)       (0.06)        24.63
                      12/31/98    11.78          0.05        1.24           1.29      (0.03)          --       (0.03)        13.04
                      12/31/97    11.63          0.03        0.21           0.24      (0.08)      (0.01)       (0.09)        11.78
                      12/31/96    10.33          0.09        1.24           1.33      (0.03)          --       (0.03)        11.63
                      12/31/95(2) 10.00          0.03        0.30           0.33          --          --           --        10.33

AST T. Rowe Price     06/30/00** $13.16         $0.10       $0.87          $0.97     $(0.14)  $       --      $(0.14)       $13.99
Natural Resources     12/31/99    11.97          0.14        2.67           2.81      (0.18)      (1.44)       (1.62)        13.16
                      12/31/98    14.57          0.19      (1.78)         (1.59)      (0.14)      (0.87)       (1.01)        11.97
                      12/31/97    14.47          0.14        0.35           0.49      (0.07)      (0.32)       (0.39)        14.57
                      12/31/96    11.11          0.05        3.35           3.40      (0.02)      (0.02)       (0.04)        14.47
                      12/31/95(2) 10.00          0.04        1.07           1.11          --          --           --        11.11

AST PIMCO Limited     06/30/00** $10.84         $0.36     $(0.05)          $0.31     $(0.62)   $      --      $(0.62)       $10.53
Maturity Bond         12/31/99    11.08          0.59      (0.22)           0.37      (0.61)          --       (0.61)        10.84
                      12/31/98    11.02          0.56        0.03           0.59      (0.53)          --       (0.53)        11.08
                      12/31/97    10.81          0.55        0.22           0.77      (0.56)          --       (0.56)        11.02
                      12/31/96    10.47          0.56      (0.15)           0.41      (0.05)      (0.02)       (0.07)        10.81
                      12/31/95(2) 10.00          0.05        0.42           0.47          --          --           --        10.47

AST Alliance Growth+  06/30/00** $18.95       $(0.02)       $2.02          $2.00  $       --     $(1.56)      $(1.56)       $19.39
                      12/31/99    16.07        (0.07)        4.85           4.78          --      (1.90)       (1.90)        18.95
                      12/31/98    12.62        (0.10)        3.55           3.45          --          --           --        16.07
                      12/31/97    10.99        (0.05)        1.68           1.63          --          --           --        12.62
                      12/31/96(3) 10.00        (0.01)        1.00           0.99          --          --           --        10.99

AST Janus Overseas    06/30/00** $25.10         $0.02     $(0.76)        $(0.74)     $(0.13)     $(0.18)      $(0.31)       $24.05
Growth                12/31/99    13.74        (0.03)       11.39          11.36          --          --           --        25.10
                      12/31/98    11.87          0.04        1.88           1.92      (0.05)          --       (0.05)        13.74
                      12/31/97(4) 10.00          0.02        1.85           1.87          --          --           --        11.87

AST American Century  06/30/00** $15.65         $0.03     $(0.67)        $(0.64)     $(0.08)     $(0.88)      $(0.96)       $14.05
Income & Growth++     12/31/99    13.47          0.09        2.84           2.93      (0.11)      (0.64)       (0.75)        15.65
                      12/31/98    12.23          0.11        1.38           1.49      (0.07)      (0.18)       (0.25)        13.47
                      12/31/97(4) 10.00          0.07        2.16           2.23          --          --           --        12.23

AST American Century  06/30/00** $15.30         $0.15     $(0.10)          $0.05     $(0.23)     $(0.88)      $(1.11)       $14.24
Strategic Balanced    12/31/99    13.66          0.20        1.56           1.76      (0.12)          --       (0.12)        15.30
                      12/31/98    11.34          0.11        2.29           2.40      (0.08)          --       (0.08)        13.66
                      12/31/97(4) 10.00          0.11        1.23           1.34          --          --           --        11.34

---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Annualized.
(2) Commenced operations on May 2, 1995.
(3) Commenced operations on May 2, 1996.
(4) Commenced operations on January 2, 1997.
*  For  1999  and  2000,  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".
** Unaudited.
*** Prior to May 1, 1998, Berger  Associates,  Inc. served as Sub-advisor to the
AST Neuberger  Berman Mid-Cap  Growth  Portfolio  (formerly,  the Berger Capital
Growth Portfolio). Neuberger Berman Management Inc. has served as Sub-advisor to
the Portfolio since May 1, 1998.
+ From  December 31, 1998 to April 30, 2000,  OppenheimerFunds,  Inc.  served as
Sub-advisor to the AST Alliance Growth Portfolio (formerly,  the AST Oppenheimer
Large-Cap Growth  Portfolio).  Prior to December 31, 1998,  Robertson Stephens &
Company  Investment  Management,  L.P.  served as  Sub-advisor to the Portfolio.
Alliance  Capital  Management  L.P. has served as  Sub-advisor  to the Portfolio
since May 1, 2000.
++  Prior  to  May  4,  1999,  Putnam  Investment  Management,  Inc.  served  as
Sub-advisor to the AST American Century Income & Growth Portfolio (formerly, the
AST Putnam  Value  Growth and Income  Portfolio).  American  Century  Investment
Management, Inc. has served as Sub-advisor to the Portfolio since May 4, 1999.


<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>  <C>             <C>    <C>
   12.75%             $765,447              55%                         1.08%(1)             1.08%(1)             (0.55)%(1)
   51.37%              394,325             148%                         1.13%                1.13%                (0.71%)
   20.65%              261,792             228%                         1.07%                1.07%                (0.34%)
   16.68%              185,050             305%                         0.99%                0.99%                0.07%
   16.34%              136,247             156%                         1.01%                1.01%                0.24%
   24.42%               45,979              84%                         1.17%                1.17%                0.70%

   (9.83%)            $340,163             264%                         1.22%(1)             1.22%(1)              (0.16)%(1)
   89.71%              217,397             309%                         1.29%                1.29%                (0.54%)
   10.92%              119,997              46%                         1.30%                1.30%                0.32%
    2.03%              117,938              73%                         1.35%                1.35%                0.43%
   12.91%              117,643             133%                         1.36%                1.36%                1.25%
    3.30%               28,455               4%                         1.46%(1)             1.46%(1)             0.94%(1)

    7.50%             $119,158              61%                         1.25%(1)             1.25%(1)             1.35%(1)
   28.11%              102,225              72%                         1.16%                1.16%                1.11%
  (11.83%)              74,126              55%                         1.16%                1.16%                1.14%
    3.39%              111,954              44%                         1.16%                1.16%                0.98%
   30.74%               88,534              31%                         1.30%                1.30%                1.08%
   11.10%                9,262               2%                         1.35%(1)             1.80%(1)             1.28%(1)

    3.04%             $389,721              34%                         0.86%(1)             0.86%(1)             5.96%(1)
    3.37%              406,604             178%                         0.86%                0.86%                5.51%
    5.72%              349,707             263%                         0.86%                0.86%                5.70%
    7.46%              288,642              54%                         0.88%                0.88%                5.71%
    3.90%              209,013             247%                         0.89%                0.89%                5.69%
    4.70%              161,940             205%                         0.89%(1)             0.89%(1)             4.87%(1)

   10.40%             $444,107              91%                         1.22%(1)             1.22%(1)             (0.50%)(1)
   33.91%              364,454             316%                         1.11%                1.11%                (0.50%)
   27.34%              300,924             252%                         1.22%                1.22%                (0.70%)
   14.83%              235,648             219%                         1.23%                1.23%                (0.59%)
    9.90%              48,790              77%                         1.33%(1)             1.33%(1)              (0.56%)(1)

   (3.16%)          $1,540,152              56%                         1.17%(1)             1.18%(1)             0.33%(1)
   82.68%            1,551,045              76%                         1.23%                1.23%                (0.18%)
   16.22%              607,206              97%                         1.27%                1.27%                0.32%
   18.70%              255,705              94%                         1.35%(1)             1.35%(1)             0.36%(1)

   (3.71%)            $478,761              29%                         0.94%(1)             0.94%(1)             0.70%(1)
   22.98%              360,630             125%                         0.98%                0.98%                0.86%
   12.27%              189,871              87%                         1.00%                1.00%                1.05%
   22.30%              117,438              81%                         1.23%(1)             1.23%(1)             1.24%(1)

    0.71%             $225,392              64%                         1.09%(1)             1.09%(1)             2.22%(1)
   12.97%              216,748             104%                         1.10%                1.10%                1.93%
   21.29%               91,043              95%                         1.16%                1.13%                1.68%
   13.40%               28,947              76%                         1.25%(1)             1.35%(1)             2.02%(1)

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


<PAGE>




AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS

PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
                                                          INCREASE (DECREASE) FROM
                                                           INVESTMENT OPERATIONS                            LESS DISTRIBUTIONS
                                            ----------------------------------------------------------------------------------------

                               NET ASSET       NET                                                                         NET ASSET
                                VALUE      INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET   FROM NET                     VALUE
                   PERIOD      BEGINNING     INCOME    & UNREALIZED    INVESTMENT   INVESTMENT  REALIZED      TOTAL           END
PORTFOLIO          ENDED        OF PERIOD      (LOSS)     GAIN (LOSS)   OPERATIONS   INCOME      GAINS     DISTRIBUTIONS   OF PERIOD
---------          -----        ---------      ------     -----------   ----------   ------      -----     -------------   ---------
<S>                     <C>   <C>  <C>         <C>          <C>            <C>    <C>             <C>         <C>           <C>
AST American Century    06/30/00** $22.40      $0.04        $(1.36)        $(1.32)$      --       $(0.82)     $(0.82)       $20.26
International Growth    12/31/99    13.66      (0.04)         8.88           8.84        --        (0.10)      (0.10)        22.40
                        12/31/98    11.52       0.03          2.12           2.15    (0.01)           --      (0.01)         13.66
                        12/31/97(4) 10.00      (0.03)         1.55           1.52        --           --          --         11.52

AST T. Rowe Price Small 06/30/00** $11.39       $0.05        $1.40          $1.45   $(0.07)       $(0.63)     $(0.70)       $12.14
Company Value           12/31/99    11.44        0.08        (0.03)          0.05    (0.10)            --      (0.10)        11.39
                        12/31/98    12.88        0.09        (1.42)         (1.33)    (0.05)        (0.06)      (0.11)       11.44
                        12/31/97(4) 10.00        0.06         2.82           2.88       --            --          --         12.88

AST Marsico Capital     06/30/00** $21.63      $(0.01)      $(1.40)        $(1.41) $    --         $(0.52)    $(0.52)       $19.70
Growth                  12/31/99    14.20       (0.03)        7.48           7.45    (0.01)        (0.01)      (0.02)        21.63
                        12/31/98    10.03          --         4.17           4.17       --            --          --         14.20
                        12/31/97(5) 10.00        0.01         0.02           0.03        --           --         --          10.03

AST Cohen & Steers      06/30/00**  $8.36       $0.14        $0.70          $0.84   $(0.28)        $  --      $(0.28)       $8.92
Realty                  12/31/99     8.41        0.33        (0.15)          0.18    (0.23)           --       (0.23)        8.36
                        12/31/98(6) 10.00        0.28        (1.87)         (1.59)       --           --          --         8.41

AST Lord Abbett         06/30/00** $10.87      $   --        $1.29          $1.29     $1.29     $      --  $       --       $12.16
Small-Cap Value         12/31/99     9.99       (0.03)        0.91           0.88        --            --          --        10.87
                        12/31/98(6) 10.00       (0.01)          --          (0.01)       --            --          --         9.99

AST Sanford Bernstein   06/30/00** $14.96      $0.05       $(0.47)        $(0.42)   $(0.08)       $(0.95)     $(1.03)       $13.51
Managed Index 500***    12/31/99    12.78       0.08         2.56           2.64     (0.06)        (0.40)      (0.46)        14.96
                        12/31/98(6) 10.00       0.06         2.72           2.78        --            --          --         12.78

AST Kemper Small-Cap    06/30/00** $15.59     $(0.03)       $0.79          $0.76    $   --        $(0.89)     $(0.89)       $15.46
Growth                  12/31/99(7) 10.00      (0.05)        5.64           5.59        --            --          --         15.59

AST MFS Global Equity   06/30/00** $11.03     $ 0.04        $0.06          $0.10   $(0.01)       $(0.01)     $ (0.02)       $11.11
                        12/31/99(8) 10.00       0.01         1.02           1.03        --            --          --         11.03

AST MFS Growth          06/30/00** $11.30      $0.01        $0.35          $0.36$       --    $       --     $    --        $11.66
                        12/31/99(8) 10.00       0.01         1.29           1.30        --            --          --         11.30

AST MFS                 06/30/00** $10.52      $0.03        $0.08          $0.11   $(0.01)    $       --     $ (0.01)       $10.62
Growth with Income      12/31/99(8) 10.00       0.01         0.51           0.52        --            --          --         10.52

AST Alger All-Cap    06/30/00**(9) $10.00      $  --       $(1.23)        $(1.23)  $     --    $      --   $      --        $8.77
Growth

AST Janus Mid-Cap    06/30/00(10) $10.00      $ 0.02        $0.15          $0.17$       --     $      --    $     --       $10.17
Growth


---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Annualized.
(4) Commenced operations on January 2, 1997.
(5) Commenced operations on December 22, 1997.
(6) Commenced operations on January 2, 1998.
(7) Commenced operations on January 4, 1999.
(8) Commenced operations on October 18, 1999.
(9) Commenced operations on December 31, 1999.
(10) Commenced operations on May 1, 2000.
*  For  1999  and  2000,  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".

** Unaudited.

*** Prior to May 1, 2000, Bankers Trust Company served as Sub-advisor to the AST
Sanford Bernstein Managed Index 500 Portfolio  (formerly,  the AST Bankers Trust
Managed  Index  500  Portfolio).  Sanford  C.  Bernstein  & Co.  has  served  as
Sub-advisor to the Portfolio since May 1, 2000.



<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>  <C>                <C>  <C>
  (6.40%)         $301,870                   54%                        1.32%(1)             1.32%(1)                0.11%(1)
   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)

   13.62%         $302,755                   15%                        1.12%(1)             1.12%(1)                0.84%(1)
    0.58%          261,493                   26%                        1.11%                1.11%                   0.64%
  (10.53%)         304,072                   10%                        1.11%                1.11%                   0.93%
   28.80%          199,896                    7%                        1.16%(1)             1.16%(1)                1.20%(1)

  (6.67%)       $1,908,574                   61%                        1.05%(1)             1.06%(1)                (0.21)%(1)
   52.58%        1,723,736                  115%                        1.08%                1.08%                   (0.25%)
   41.59%          594,966                  213%                        1.11%                1.11%                    0.16%
     0.30%           7,299                    --                        1.00%(1)             1.00%(1)                 3.62%(1)

   10.57%          $89,986                   34%                        1.31%(1)             1.31%(1)                4.97%(1)
    2.26%           56,697                   51%                        1.27%                1.27%                   4.95%
  (16.00%)          33,025                   18%                        1.30%(1)             1.30%(1)                5.02%(1)

   11.87%         $123,878                   36%                        1.17%(1)             1.17%(1)               (0.29)%(1)
     8.81%          74,192                   85%                        1.24%                1.24%                  (0.36%)
   (0.10%)          41,788                   58%                        1.31%(1)             1.31%(1)               (0.21%)(1)

  (2.47%)         $725,914                   78%                        0.73%(1)             0.73%(1)                0.78%(1)
   21.23%          633,567                  101%                        0.79%                0.77%                   0.74%
   27.90%          289,551                  162%                        0.80%(1)             0.86%(1)                1.07%(1)

     4.27%      $1,084,319                   65%                        1.12%(1)             1.12%(1)               (0.65%)(1)
   55.90%          841,984                  133%                        1.14%(1)             1.14%(1)               (0.67%)(1)

     0.80%         $12,203                   35%                        1.20%(1)             1.20%(1)                1.48%(1)
   10.40%            1,291                  142%                        1.75%(1)             2.11%(1)                0.75%(1)

     3.21%         $38,168                  102%                        1.02%(1)             1.02%(1)                0.22%(1)
   13.00%            4,868                   60%                        1.35%(1)             1.35%(1)                0.76%(1)


     1.05%         $34,668                   28%                        1.04%(1)             1.04%(1)                0.63%(1)
     5.20%           8,757                    6%                        1.23%(1)             1.23%(1)                1.45%(1)

   (12.30%)       $238,798                   53%                      1.23%(1)             1.23%(1)                0.00%(1)

     1.70%         $33,664                    5%                      1.26%(1)             1.26%(1)                1.76%(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 the AST
Alger  Mid-Cap  Growth  Portfolio,  the  AST  Neuberger  Berman  Mid-Cap  Growth
Portfolio,  the AST  Neuberger  Berman  Mid-Cap Value  Portfolio,  the AST Alger
Growth  Portfolio,  the AST INVESCO Equity Income  Portfolio,  the AST Federated
High Yield Portfolio,  the AST Lord Abbett Bond-Debenture  Portfolio and the AST
Money Market  Portfolio) may enter into financial  futures contracts and related
options.  The  seller of a futures  contract  agrees to sell the  securities  or
currency  called for in the contract and the buyer agrees to buy the  securities
or currency at a specified price at a specified future time.  Financial  futures
contracts  may  relate  to  securities   indices,   interest  rates  or  foreign
currencies.  Futures  contracts  are usually  settled  through net cash payments
rather than through actual  delivery of the securities  underlying the contract.
For instance,  in a stock index futures contract,  the two parties agree to take
or make  delivery of an amount of cash equal to a specified  dollar amount times
the difference  between the stock index value when the contract  expires and the
price specified in the contract.  A Portfolio may use futures contracts to hedge
against  movements in securities  prices,  interest  rates or currency  exchange
rates, or as an efficient way to gain exposure to these markets.

         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.

         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 Founders Passport Portfolio, the AST
Scudder Japan Portfolio,  the AST Kemper Small-Cap Growth  Portfolio,  the Alger
All-Cap Growth  Portfolio,  the AST Alliance Growth  Portfolio,  the AST Cohen &
Steers Realty Portfolio,  the AST Sanford Bernstein Managed Index 500 Portfolio,
the  AST  Alliance  Growth  and  Income   Portfolio  and  the  AST  Lord  Abbett
Bond-Debenture   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.  The AST Money  Market  Portfolio  will not enter  into  these
commitments  if they would  exceed 15% of the value of the Fund's  total  assets
less its liabilities other than liabilities created by these commitments.


                  Certain   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.


<PAGE>


ILLIQUID AND RESTRICTED SECURITIES:

         Subject to  guidelines  adopted  by the  Trustees  of the  Trust,  each
Portfolio may invest up to 15% of its net assets in illiquid  securities (except
for the AST Alger Mid-Cap Growth  Portfolio,  the AST Alger Growth Portfolio and
the AST Money Market Portfolio,  which are limited to 10% of net assets, and the
AST Sanford  Bernstein  Managed Index 500 Portfolio,  which  ordinarily will not
invest 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.

         The AST Neuberger  Berman Mid-Cap Growth Portfolio will not invest more
than 25% of its net assets in repurchase agreements.

REVERSE REPURCHASE AGREEMENTS:

         Certain  Portfolios  (specifically,   the  AST  Janus  Overseas  Growth
Portfolio,  the AST Janus  Small-Cap  Growth  Portfolio,  the AST Janus  Mid-Cap
Growth  Portfolio,  the AST Janus Mid-Cap  Growth  Portfolio,  the AST Neuberger
Berman  Mid-Cap  Growth  Portfolio,  the  AST  Neuberger  Berman  Mid-Cap  Value
Portfolio,  the AST Marsico  Capital  Growth  Portfolio,  the AST JanCap  Growth
Portfolio,  the AST Janus Strategic Value Portfolio,  the AST PIMCO Total Return
Bond Portfolio,  the AST PIMCO Limited Maturity Bond Portfolio and the AST Money
Market  Portfolio) may enter into reverse  repurchase  agreements.  In a reverse
repurchase  agreement,  a Portfolio  sells a portfolio  instrument and agrees to
repurchase  it at an agreed upon date and price,  which  reflects  an  effective
interest  rate.  It may also be viewed as a borrowing of money by the  Portfolio
and, like borrowing  money,  may increase  fluctuations  in a 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.


<PAGE>


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.  Certain  Portfolios (the AST Founders Passport  Portfolio,
the AST AIM  International  Equity  Portfolio,  the AST Gabelli  Small-Cap Value
Portfolio,  the AST Neuberger Berman Mid-Cap Growth Portfolio, the AST Neuberger
Berman Mid-Cap Value Portfolio, the AST Gabelli All-Cap Value Portfolio, the AST
T.  Rowe  Price  Natural  Resources  Portfolio,  the  AST T.  Rowe  Price  Asset
Allocation  Portfolio  and the AST Money  Market  Portfolio)  will not  purchase
securities  when  outstanding  borrowings are greater than 5% of the Portfolio's
total assets,  and the AST AIM Balanced  Portfolio will not purchase  securities
when any borrowings are  outstanding.  If a Portfolio  borrows money,  its share
price may fluctuate more widely until the borrowing is repaid.

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
AIM International Equity Portfolio, the AST Janus Overseas Growth Portfolio, the
AST American Century  International  Growth Portfolio,  the AST American Century
International Growth Portfolio II, the AST Janus Small-Cap Growth Portfolio, the
AST Janus Mid-Cap Growth Portfolio,  the AST Alger Mid-Cap Growth Portfolio, the
AST Alger  Growth  Portfolio,  the AST JanCap  Growth  Portfolio,  the AST Janus
Strategic Value Portfolio,  the AST American Century Income & Growth  Portfolio,
the AST  MFS  Growth  with  Income  Portfolio,  the AST  Gabelli  All-Cap  Value
Portfolio,  the AST INVESCO Equity Income  Portfolio,  the AST American  Century
Strategic Balanced Portfolio,  the AST PIMCO Total Return Bond Portfolio and the
AST PIMCO  Limited  Maturity Bond  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.


<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
A I M Capital Management, Inc.
Alliance Capital Management L.P.
American Century Investment Management, Inc.
Cohen & Steers Capital Management, Inc.
Federated Investment Counseling
Founders Asset Management LLC
Fred Alger Management, Inc.
GAMCO Investors, Inc.
Kinetics Asset Management, Inc.
INVESCO Funds Group, Inc.
Janus Capital Corporation
J.P. Morgan Investment Management Inc.
Lord, Abbett & Co.
Marsico Capital Management, LLC
Massachusetts Financial Services Company
Neuberger Berman Management Inc.
Pacific Investment Management Company LLC
Sanford C. Bernstein & Co., LLC
Scudder Kemper Investments, Inc.
T. Rowe Price Associates, Inc.
T. Rowe Price 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

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 Trust's filings with the Securities and Exchange
Commission (including the Statement of Additional Information) is available from
the  Commission.  Copies of this  information  may be obtained,  upon payment of
duplicating fees, by electronic request to  [email protected] or by writing the
Public Reference Section of the Commission,  Washington,  D.C.  20549-0102.  The
information can also be reviewed and copied at the 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  1-800-942-8090.  Finally,
information  about  the  Trust  is  available  on  the  EDGAR  database  on  the
Commission's Internet site at http://www.sec.gov.

Investment Company Act File No. 811-5186


<PAGE>


STATEMENT OF ADDITIONAL INFORMATION                             October 23, 2000


                             AMERICAN SKANDIA TRUST

                 One Corporate Drive, Shelton, Connecticut 06484

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


American Skandia Trust (the "Trust") is a managed,  open-end  investment company
whose separate  portfolios  ("Portfolios")  are  diversified,  unless  otherwise
indicated.  The Trust seeks to meet the differing  objectives of its Portfolios.
Currently,  these Portfolios are the AST Founders  Passport  Portfolio,  the AST
Scudder Japan Portfolio,  the AST AIM International  Equity  Portfolio,  the AST
Janus Overseas Growth Portfolio,  the AST American Century  International Growth
Portfolio, the AST American Century International Growth Portfolio II (formerly,
the AST T. Rowe Price International Equity Portfolio), the AST MFS Global Equity
Portfolio,  the AST Janus Small-Cap Growth  Portfolio,  the AST Kemper Small-Cap
Growth Portfolio,  the AST Federated  Aggressive Growth Portfolio,  the AST Lord
Abbett Small Cap Value  Portfolio,  the AST Gabelli  Small-Cap  Value  Portfolio
(formerly,  the AST T. Rowe Price Small Company Value Portfolio),  the AST Janus
Mid-Cap  Growth  Portfolio,  the AST Alger  Mid-Cap  Growth  Portfolio,  the AST
Neuberger  Berman Mid-Cap  Growth  Portfolio,  the AST Neuberger  Berman Mid-Cap
Value Portfolio, the AST Alger All-Cap Growth Portfolio, the AST Gabelli All-Cap
Value  Portfolio,  the AST Kinetics  Internet  Portfolio,  the AST T. Rowe Price
Natural Resources Portfolio,  the AST Alliance Growth Portfolio  (formerly,  the
AST Oppenheimer Large-Cap Growth Portfolio),  the AST MFS Growth Portfolio,  the
AST Alger Growth Portfolio,  the AST Marsico Capital Growth  Portfolio,  the AST
JanCap Growth Portfolio,  the AST Janus Strategic Value Portfolio, the AST Cohen
& Steers Realty Portfolio, the AST Sanford Bernstein Managed Index 500 Portfolio
(formerly, the AST Bankers Trust Managed Index 500 Portfolio),  the AST American
Century Income & Growth Portfolio,  the AST Alliance Growth and Income Portfolio
(formerly, the AST Lord Abbett Growth and Income Portfolio),  the AST MFS Growth
with Income  Portfolio,  the AST INVESCO  Equity Income  Portfolio,  the AST AIM
Balanced Portfolio,  the AST American Century Strategic Balanced Portfolio,  the
AST T. Rowe Price Asset Allocation Portfolio,  the AST T. Rowe Price Global Bond
Portfolio  (formerly,  the AST T. Rowe Price International Bond Portfolio),  the
AST  Federated  High  Yield  Portfolio,   the  AST  Lord  Abbett  Bond-Debenture
Portfolio,  the AST PIMCO Total  Return Bond  Portfolio,  the AST PIMCO  Limited
Maturity Bond Portfolio and the AST Money Market Portfolio.

American Skandia Investment Services,  Incorporated  ("ASISI") is the investment
manager  ("Investment  Manager")  for the  Trust.  Currently,  ASISI  engages  a
sub-advisor  ("Sub-advisor")  for  each  Portfolio.  The  Sub-advisor  for  each
Portfolio  is as follows:  (a)  Founders  Asset  Management  LLC:  AST  Founders
Passport  Portfolio;  (b) Scudder  Kemper  Investments,  Inc.: AST Scudder Japan
Portfolio,  AST Kemper Small-Cap Growth Portfolio; (c) A I M Capital Management,
Inc.: AST AIM International  Equity Portfolio,  AST AIM Balanced Portfolio;  (d)
Janus  Capital  Corporation:  AST Janus  Overseas  Growth  Portfolio,  AST Janus
Small-Cap  Growth  Portfolio,  AST Janus Mid-Cap  Growth  Portfolio,  AST JanCap
Growth  Portfolio,  AST Janus Strategic Value  Portfolio;  (e) American  Century
Investment   Management,   Inc.:  AST  American  Century   International  Growth
Portfolio,  AST American Century Income & Growth Portfolio, AST American Century
International  Growth  Portfolio  II, AST American  Century  Strategic  Balanced
Portfolio;  (f) Massachusetts  Financial Services Company: AST MFS Global Equity
Portfolio,  AST MFS Growth Portfolio,  AST MFS Growth with Income Portfolio; (g)
Federated Investment Counseling:  AST Federated Aggressive Growth Portfolio, AST
Federated High Yield  Portfolio;  (h) Lord,  Abbett & Co.: AST Lord Abbett Small
Cap  Value  Portfolio,  Lord  Abbett  Bond-Debenture  Portfolio;  (i) (j)  GAMCO
Investors,  Inc.; AST Gabelli  Small-Cap  Value  Portfolio,  AST Gabelli All-Cap
Value  Portfolio;  (k) Fred Alger  Management,  Inc.:  AST Alger All-Cap  Growth
Portfolio;  (l) Neuberger  Berman  Management Inc.: AST Neuberger Berman Mid-Cap
Value  Portfolio,  AST Neuberger Berman Mid-Cap Growth  Portfolio;  (m) Kinetics
Asset  Management,  Inc.:  AST Kinetics  Internet  Portfolio;  (n) T. Rowe Price
Associates,  Inc.: AST T. Rowe Price Natural  Resources  Portfolio,  AST T. Rowe
Price Asset  Allocation  Portfolio;  (o) Alliance  Capital  Management L.P.: AST
Alliance Growth Portfolio, AST Alliance Growth and Income Portfolio; (p) Marsico
Capital  Management,  LLC: AST Marsico  Capital  Growth  Portfolio;  (q) Cohen &
Steers  Capital  Management,  Inc.:  AST Cohen & Steers  Realty  Portfolio;  (r)
Sanford C.  Bernstein & Co.,  LLC; : AST  Sanford  Bernstein  Managed  Index 500
Portfolio;  (s) INVESCO Funds Group,  Inc.: AST INVESCO Equity Income Portfolio;
(q) T. Rowe Price  International,  Inc.: AST T. Rowe Price Global Bond Portfolio
(t) Pacific  Investment  Management  Company  LLC:  AST PIMCO Total  Return Bond
Portfolio,  AST PIMCO  Limited  Maturity  Bond  Portfolio;  and (u) J.P.  Morgan
Investment Management Inc.: AST Money Market Portfolio.


This Statement of Additional Information is not a prospectus.  It should be read
in  conjunction  with the  Trust's  current  Prospectus,  a copy of which may be
obtained by writing the Trust's  administrative  office at One Corporate  Drive,
Shelton, Connecticut 06484 or by calling (203) 926-1888.


This Statement relates to the Trust's Prospectus dated October 23, 2000.



<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

Caption                                                                                                        Page

<S>                                                                                                              <C>

General Information and History...................................................................................3
Investment Objectives and Policies................................................................................3
     AST Founders Passport Portfolio..............................................................................4
     AST Scudder Japan Portfolio.................................................................................10
     AST AIM International Equity Portfolio......................................................................22
     AST Janus Overseas Growth Portfolio.........................................................................28
     AST American Century International Growth Portfolio.........................................................31
     AST American Century International Growth Portfolio II......................................................35
     AST MFS Global Equity Portfolio.............................................................................35
     AST Janus Small-Cap Growth Portfolio........................................................................44
     AST Kemper Small-Cap Growth Portfolio.......................................................................47
     AST Federated Aggressive Growth Portfolio...................................................................50
     AST Lord Abbett Small Cap Value Portfolio...................................................................54
     AST Gabelli Small-Cap Value Portfolio.......................................................................58
     AST Janus Mid-Cap Growth Portfolio..........................................................................66
     AST Alger Mid-Cap Growth Portfolio..........................................................................70
     AST Neuberger Berman Mid-Cap Growth Portfolio...............................................................72
     AST Neuberger Berman Mid-Cap Value Portfolio................................................................78
     AST Alger All-Cap Growth Portfolio..........................................................................84
     AST Gabelli All-Cap Value Portfolio.........................................................................87
     AST Kinetics Internet Portfolio.............................................................................92
     AST T. Rowe Price Natural Resources Portfolio...............................................................94
     AST Alliance Growth Portfolio..............................................................................103
     AST MFS Growth Portfolio...................................................................................107
     AST Alger Growth Portfolio.................................................................................115
     AST Marsico Capital Growth Portfolio.......................................................................118
     AST JanCap Growth Portfolio................................................................................120
     AST Janus Strategic Value Portfolio........................................................................122
     AST Cohen & Steers Realty Portfolio........................................................................126
     AST Sanford Bernstein Managed Index 500 Portfolio..........................................................129
     AST American Century Income & Growth Portfolio.............................................................132
     AST Alliance Growth and Income Portfolio...................................................................137
     AST MFS Growth with Income Portfolio.......................................................................139
     AST INVESCO Equity Income Portfolio........................................................................148
     AST AIM Balanced Portfolio.................................................................................149
     AST American Century Strategic Balanced Portfolio..........................................................155
     AST T. Rowe Price Asset Allocation Portfolio...............................................................159
     AST T. Rowe Price Global Bond Portfolio....................................................................167
     AST Federated High Yield Portfolio.........................................................................176
     AST Lord Abbett Bond-Debenture Portfolio...................................................................178
     AST PIMCO Total Return Bond Portfolio......................................................................178
     AST PIMCO Limited Maturity Bond Portfolio..................................................................191
     AST Money Market Portfolio.................................................................................204
Investment Restrictions.........................................................................................205
Certain Risk Factors and Investment Methods.....................................................................219
Portfolio Turnover..............................................................................................235
Organization and Management of the Trust........................................................................235
Investment Advisory and Other Services..........................................................................239
Brokerage Allocation............................................................................................253
Allocation of Investments.......................................................................................254
Computation of Net Asset Values.................................................................................255
Sale of Shares..................................................................................................255
Description of Shares of the Trust..............................................................................234
Underwriter.....................................................................................................256
Tax Matters.....................................................................................................257
Performance.....................................................................................................257
Custodian.......................................................................................................258
Other Information...............................................................................................261
Financial Statements............................................................................................261
Appendix A Financial Statements for American Skandia Trust......................................................A-1
Appendix B Definition of Certain Debt Securities Ratings........................................................B-1
</TABLE>


GENERAL INFORMATION AND HISTORY:

     Prior to May 1, 1992,  the Trust was known as the  Henderson  International
Growth Fund, which consisted of only one portfolio.  This Portfolio is now known
as the  AST  AIM  International  Equity  Portfolio  (formerly,  the  AST  Putnam
International  Equity Portfolio and the Seligman Henderson  International Equity
Portfolio). The AST Alliance Growth and Income Portfolio (formerly, the AST Lord
Abbett Growth and Income Portfolio) was first offered as of May 1, 1992. The AST
JanCap Growth Portfolio and the AST Money Market Portfolio were first offered as
of November 4, 1992. The AST Neuberger Berman Mid-Cap Value Portfolio (formerly,
the  Federated  Utility  Income  Portfolio)  and the AST AIM Balanced  Portfolio
(formerly,  the AST Putnam Balanced Portfolio and the AST Phoenix Balanced Asset
Portfolio)  were first offered as of May 1, 1993.  The AST Federated  High Yield
Portfolio,  the AST T. Rowe Price Asset Allocation  Portfolio,  the AST American
Century  International  Growth  Portfolio  II  (formerly,  the AST T. Rowe Price
International  Equity  Portfolio),  the AST  Janus  Small-Cap  Growth  Portfolio
(formerly, the Founders Capital Appreciation Portfolio),  the AST INVESCO Equity
Income  Portfolio  and the AST PIMCO  Total  Return  Bond  Portfolio  were first
offered as of December  31, 1993.  The AST T. Rowe Price  Global Bond  Portfolio
(formerly, the AST Scudder International Bond Portfolio) was first offered as of
May 1, 1994. The AST Neuberger  Berman Mid-Cap Growth Portfolio  (formerly,  the
Berger Capital  Growth  Portfolio) was first offered as of October 19, 1994. The
AST Founders Passport Portfolio (formerly,  the Seligman Henderson International
Small Cap Portfolio),  the AST T. Rowe Price Natural Resources Portfolio and the
AST PIMCO Limited  Maturity Bond Portfolio were first offered as of May 2, 1995.
The AST Alliance  Growth  Portfolio  (formerly,  the AST  Oppenheimer  Large-Cap
Growth Portfolio and the Robertson  Stephens Value + Growth Portfolio) was first
offered as of May 2, 1996.  The AST Janus  Overseas  Growth  Portfolio,  the AST
Gabelli Small-Cap Value Portfolio (formerly, the AST T. Rowe Price Small Company
Value Portfolio),  the AST American Century International Growth Portfolio,  the
AST American Century Strategic  Balanced  Portfolio and the AST American Century
Income  & Growth  Portfolio  (formerly,  the AST  Putnam  Value  Growth & Income
Portfolio)  were first  offered as of January 2, 1997.  The AST Marsico  Capital
Growth  Portfolio was first offered as of December 22, 1997. The AST Lord Abbett
Small Cap Value  Portfolio,  the AST Cohen & Steers  Realty  Portfolio,  the AST
Stein Roe Venture  Portfolio,  and the AST Sanford  Bernstein  Managed Index 500
Portfolio  (formerly,  the AST Bankers Trust Managed Index 500  Portfolio)  were
first offered as of January 2, 1998. The AST Kemper  Small-Cap  Growth Portfolio
was first offered as of January 4, 1999.  The AST MFS Global  Equity  Portfolio,
the AST MFS Growth  Portfolio and the AST MFS Growth with Income  Portfolio were
first offered as of October 18, 1999. The AST Alger All-Cap Growth Portfolio was
first offered as of December 30, 1999.  The AST Janus Mid-Cap  Growth  Portfolio
was first offered as of May 1, 2000.  The AST Scudder Japan  Portfolio,  the AST
Federated   Aggressive  Growth  Portfolio,   the  AST  Gabelli  Small-Cap  Value
Portfolio,  the AST Alger Mid-Cap Growth  Portfolio,  AST Gabelli  All-Cap Value
Portfolio,  the AST Kinetics Internet Portfolio, the AST Alger Growth Portfolio,
the AST Janus Strategic  Value Portfolio and the AST Lord Abbett  Bond-Debenture
Portfolio had not been offered prior to the date of this Prospectus.

INVESTMENT OBJECTIVES AND POLICIES:

     The following  information  supplements,  and should be read in conjunction
with, the discussion in the Trust's  Prospectus of the investment  objective and
policies  of  each  Portfolio.   The  investment   objective  and   supplemental
information  regarding the  investment  policies for each of the  Portfolios are
described  below and  should be  considered  separately.  Each  Portfolio  has a
different  investment  objective and certain policies may vary. As a result, the
risks,  opportunities  and return in each Portfolio may differ.  There can be no
assurance that any Portfolio's  investment  objective will be achieved.  Certain
risk  factors in relation to various  securities  and  instruments  in which the
Portfolios may invest are described in this Statement and the Trust's Prospectus
under "Certain Risk Factors and Investment Methods."

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

AST Founders Passport Portfolio:

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

Investment Policies:

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

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

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

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

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

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

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

         Transactions in options are subject to limitations, established by each
of the exchanges upon which options are traded,  governing the maximum number of
options which may be written or held by a single  investor or group of investors
acting in  concert,  regardless  of whether  the options are held in one or more
accounts.  Thus, the number of options the Portfolio may hold may be affected by
options held by other  advisory  clients of the  Sub-advisor.  As of the date of
this Statement,  the Sub-advisor believes that these limitations will not affect
the purchase of stock index options by the Portfolio.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Investment Policies Which May be Changed Without Shareholder  Approval.
The following limitations are applicable to the AST Founders Passport Portfolio.
These limitations are not "fundamental" restrictions,  and may be changed by the
Trustees without shareholder approval. The Portfolio will not:

1.   Invest  more than 15% of the market  value of its net assets in  securities
     which are not readily marketable,  including repurchase agreements maturing
     in over seven days;

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

3.   Invest in companies for the purpose of exercising control or management.

4.   Purchase any securities on margin except to obtain such short-term  credits
     as may be necessary  for the clearance of  transactions  (and provided that
     margin  payments and other  deposits in  connection  with  transactions  in
     options,  futures and forward  contracts  shall not be deemed to constitute
     purchasing securities on margin); or

5.   Sell securities short.

         In addition, in periods of uncertain market and economic conditions, as
determined  by  the  Sub-advisor,  the  Portfolio  may  depart  from  its  basic
investment  objective  and assume a  defensive  position  with up to 100% of its
assets  temporarily  invested  in high  quality  corporate  bonds or  notes  and
government issues, or held in cash.

         If a percentage restriction is adhered to at the time of investment,  a
later increase or decrease in percentage beyond the specified limit that results
from a change in values or net assets will not be considered a violation.

AST Scudder Japan Portfolio:

Investment Objective:  The Portfolio's investment objective is long-term capital
appreciation,  which it seeks to achieve by  investing  primarily  in the equity
securities  (including American Depositary  Receipts) of Japanese companies,  as
described below.

Investment Policies:

         Under normal conditions,  the Portfolio will invest at least 80% of its
net assets in Japanese securities -- that is, securities issued by entities that
are  organized  under the laws of Japan  ("Japanese  companies"),  securities of
affiliates of Japanese  companies,  wherever organized or traded, and securities
of issuers not  organized  under the laws of Japan but  deriving  50% or more of
their revenues from Japan. In so doing, the Portfolio's  investments in Japanese
securities  will be primarily in common stocks of Japanese  companies.  However,
the  Portfolio  may also invest in other  equity  securities  issued by Japanese
entities, such as warrants and convertible  debentures,  and in debt securities,
such as those of the Japanese  government  and of Japanese  companies,  when the
Portfolio's  Sub-advisor  believes that the  potential for capital  appreciation
from  investment  in debt  securities  equals or  exceeds  that  available  from
investment in equity securities.

         The  Portfolio  may invest up to 20% of its total  assets in cash or in
short-term  government or other  short-term  prime  obligations in order to have
funds readily available for general corporate purposes, including the payment of
operating  expenses,  dividends  and  redemptions,  or  for  the  investment  in
securities through exercise of rights or otherwise,  or in repurchase agreements
in order to earn income for periods as short as overnight.  When the Sub-advisor
determines that market or economic conditions so warrant, the Portfolio may, for
temporary defensive  purposes,  invest more than 20% of its total assets in cash
and cash equivalents.  For instance, there may be periods when changes in market
or other economic conditions, or in political conditions,  will make advisable a
reduction in equity  positions  and increased  commitments  in cash or corporate
debt  securities,  whether  or  not  Japanese,  or in  the  obligations  of  the
government of the United States or of Japan or of other governments.

         The  Portfolio  purchases  and holds  securities  that the  Sub-advisor
believes  have the  potential for  long-term  capital  appreciation;  investment
income is a secondary consideration in the selection of portfolio securities.

         The  Portfolio  may  invest up to 30% of its net  assets in the  equity
securities of Japanese companies that are traded in an  over-the-counter  market
rather than listed on a securities  exchange.  These are generally securities of
relatively  small or little-known  companies that the Sub-advisor  believes have
above-average   earnings   growth   potential.   Securities   that  are   traded
over-the-counter  may  not  be  traded  in the  volumes  typical  on a  national
securities  exchange.  Consequently,  in order to sell this type of holding, the
Portfolio may need to discount the  securities  from recent prices or dispose of
the  securities  over a long period of time. The prices of this type of security
may be more volatile than those of larger companies, which are often traded on a
national securities exchange.

         Foreign  Currencies.  Although the Portfolio values its assets daily in
terms of U.S.  dollars,  it does not intend to convert  its  holdings of foreign
currencies into U.S.  dollars on a daily basis. It will do so from time to time,
and  investors  should be aware of the costs of  currency  conversion.  Although
foreign exchange  dealers do not charge a fee for conversion,  they do realize a
profit based on the difference  (the "spread")  between the prices at which they
are buying and selling  various  currencies.  Thus, a dealer may offer to sell a
foreign  currency to the Portfolio at one rate,  while offering a lesser rate of
exchange should the Portfolio desire to resell that currency to the dealer.  The
Portfolio will conduct its foreign currency  exchange  transactions  either on a
spot (i.e.,  cash) basis, or through entering into forward or futures  contracts
to purchase or sell foreign currencies.

         Depositary Receipts.  The Portfolio may invest indirectly in securities
of emerging country issuers through sponsored or unsponsored American Depositary
Receipts ("ADRs"), Global Depositary Receipts ("GDRs"), International Depositary
Receipts ("IDRs") and other types of Depositary  Receipts (which,  together with
ADRs,  GDRs and IDRs are  hereinafter  referred  to as  "Depositary  Receipts").
Depositary  Receipts may not  necessarily be denominated in the same currency as
the underlying securities into which they may be converted.  ADRs are Depositary
Receipts  typically  issued  by a  United  States  bank or trust  company  which
evidence  ownership of underlying  securities  issued by a foreign  corporation.
GDRs,  IDRs and other  types of  Depositary  Receipts  are  typically  issued by
foreign  banks or trust  companies,  although  they also may be issued by United
States banks or trust companies, and evidence ownership of underlying securities
issued by either a foreign or a United States corporation. Generally, Depositary
Receipts in registered form are designed for use in the United States securities
markets  and  Depositary  Receipts  in  bearer  form  are  designed  for  use in
securities  markets  outside the United States.  For purposes of the Portfolio's
investment policies,  the Portfolio's  investments in ADRs, GDRs and other types
of  Depositary  Receipts  will be deemed  to be  investments  in the  underlying
securities.  Depositary  Receipts other than those  denominated in U.S.  dollars
will be subject to  foreign  currency  exchange  rate risk.  Certain  Depositary
Receipts  may  not be  listed  on an  exchange  and  therefore  may be  illiquid
securities.  For additional  information on Depositary Receipts, see the Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Debt Securities.  When the Sub-advisor  believes that it is appropriate
to do so in order to achieve the  Portfolio's  objective  of  long-term  capital
growth,  the  Portfolio  may  invest  up to 20%  of its  total  assets  in  debt
securities of both foreign and domestic issuers. Portfolio debt investments will
be selected  for their  capital  appreciation  potential  on the basis of, among
other things,  yield, credit quality,  and the fundamental outlooks for currency
and  interest  rate rends,  taking into account the ability to hedge a degree of
currency or local bond price risk.  The Portfolio may purchase  bonds rated Aaa,
Aa, A or Baa by Moody's Investors Service, Inc. ("Moody's") or AAA, AA, A or BBB
by  Standard  & Poor's  Corporation  ("S&P")  or,  if  unrated,  judged to be of
equivalent  quality as  determined  by the  Sub-Advisor.  Should the rating of a
portfolio  security be downgraded,  the Sub-advisor will determine whether it is
in the best  interest of the  Portfolio  to retain or dispose of such  security.
Additional information about debt securities and their risks is included in this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods." See Appendix B to this Statement of Additional  Information for a more
complete description of the ratings assigned by ratings  organizations and their
respective characteristics.

         Convertible  Securities.   The  Portfolio  may  invest  in  convertible
securities.  Investments  in  convertible  securities can provide income through
interest and dividend payments and/or an opportunity for capital appreciation by
virtue of their conversion or exchange features.

         The  convertible  securities  in which the  Portfolio may invest may be
converted  or  exchanged  at  a  stated  or  determinable  exchange  ratio  into
underlying  shares of  common  stock.  The  exchange  ratio  for any  particular
convertible  security  may be  adjusted  from time to time due to stock  splits,
dividends, spin-offs, other corporate distributions, or scheduled changes in the
exchange ratio.  Convertible debt securities and convertible  preferred  stocks,
until converted,  have general  characteristics  similar to both debt and equity
securities. Although to a lesser extent than with debt securities generally, the
market  value of  convertible  securities  tends to  decline as  interest  rates
increase  and,  conversely,  tends to  increase as interest  rates  decline.  In
addition,  because of the  conversion or exchange  feature,  the market value of
convertible  securities  typically changes as the market value of the underlying
common stocks changes,  and,  therefore,  also tends to follow  movements in the
general market for equity securities. A unique feature of convertible securities
is that as the market price of the underlying common stock declines, convertible
securities tend to trade increasingly on a yield basis and so may not experience
market value declines to the same extent as the underlying  common stock.  While
no  securities   investments  are  without  risk,   investments  in  convertible
securities  generally  entail less risk than  investments in common stock of the
same issuer.

         As fixed income securities, convertible securities are investments that
provide  for a  stream  of  income  (or in the case of zero  coupon  securities,
accretion of income) with generally higher yields than common stocks. Of course,
like all  fixed  income  securities,  there  can be no  assurance  of  income or
principal payments because the issuers of the convertible securities may default
on their obligations.  Convertible  securities generally offer lower yields than
non-convertible  securities of similar  quality  because of their  conversion or
exchange features.

         Convertible  securities may be issued as fixed income  obligations that
pay current  income or as zero coupon  notes and bonds,  including  Liquid Yield
Option Notes ("LYONs").  Additional  information about  convertible  securities,
including convertible zero-coupon securities,  in included in this Statement and
the Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         Investment Company Securities. The Portfolio may purchase securities of
other  investment  companies  to  the  extent  consistent  with  its  investment
objective  and  policies  and subject to the  limitations  of the 1940 Act.  The
Portfolio will  indirectly bear its  proportionate  share of any management fees
and other expenses paid by such other investment companies.


         For  example,  the  Portfolio  may  invest in a variety  of  investment
companies  which  seek to track the  composition  and  performance  of  specific
indices or a specific portion of an index.  These  index-based  investments hold
substantially  all of their assets in  securities  representing  their  specific
index. Accordingly, the main risk of investing in index-based investments is the
same as investing in a portfolio of equity securities  comprising the index. The
market prices of index-based  investments will fluctuate in accordance with both
changes in the market value of their underlying  portfolio securities and due to
supply and demand for the  instruments on the exchanges on which they are traded
(which may result in their  trading at a discount  or premium to their net asset
values).  Index-based  investments may not replicate  exactly the performance of
their specified index because of transaction  costs and because of the temporary
unavailability of certain component securities of the index.


         Examples of index-based investments include:

         SPDRs(R):   SPDRs,  an  acronym  for  "Standard  &  Poor's   Depositary
Receipts," are based on the S&P 500 Composite Stock Price Index. They are issued
by the SPDR Trust, a unit  investment  trust that holds shares of  substantially
all the companies in the S&P 500 in  substantially  the same weighting and seeks
to closely track the price performance and dividend yield of the Index.

         MidCap  SPDRs(R):  MidCap  SPDRs are based on the S&P MidCap 400 Index.
They are issued by the MidCap SPDR Trust, a unit  investment  trust that holds a
portfolio of securities  consisting of substantially all of the common stocks in
the S&P  MidCap  400  Index in  substantially  the same  weighting  and seeks to
closely track the price performance and dividend yield of the Index.

         Select Sector  SPDRs(R):  Select Sector SPDRs are based on a particular
sector or group of industries that are represented by a specified  Select Sector
Index within the Standard & Poor's Composite Stock Price Index.  They are issued
by The Select Sector SPDR Trust, an open-end management  investment company with
nine  portfolios  that each seeks to  closely  track the price  performance  and
dividend yield of a particular Select Sector Index.

         DIAMONDS(SM):   DIAMONDS   are  based  on  the  Dow  Jones   Industrial
Average(SM). They are issued by the DIAMONDS Trust, a unit investment trust that
holds a portfolio of all the component common stocks of the Dow Jones Industrial
Average and seeks to closely track the price  performance  and dividend yield of
the Dow.

         Nasdaq-100 Shares: Nasdaq-100 Shares are based on the Nasdaq 100 Index.
They are issued by the Nasdaq-100  Trust, a unit  investment  trust that holds a
portfolio  consisting of substantially  all of the securities,  in substantially
the same weighting, as the component stocks of the Nasdaq-100 Index and seeks to
closely track the price performance and dividend yield of the Index.

         WEBs(SM):  WEBs,  an acronym for "World Equity  Benchmark  Shares," are
based on 17 country-specific  Morgan Stanley Capital International Indexes. They
are issued by the WEBs Index  Fund,  Inc.,  an  open-end  management  investment
company that seeks to generally correspond to the price and yield performance of
a specific Morgan Stanley Capital International Index.

         Strategic  Transactions and Derivatives.  The Portfolio may, but is not
required to, utilize various other investment  strategies as described below for
a variety of  purposes,  such as hedging  various  market  risks,  managing  the
effective maturity or duration of the fixed-income securities in the Portfolio's
portfolio, or enhancing potential gain. These strategies may be executed through
the use of derivative  contracts.  Such  strategies are generally  accepted as a
part of modern  portfolio  management and are regularly  utilized by many mutual
funds and other institutional investors.


         In the course of pursuing these  investment  strategies,  the Portfolio
may purchase and sell  exchange-listed and over-the-counter put and call options
on securities,  equity and fixed-income indices and other instruments,  purchase
and sell futures contracts and options thereon,  enter into various transactions
such as swaps,  caps,  floors,  collars,  currency forward  contracts,  currency
futures contracts,  currency swaps, or options on currencies or currency futures
and various other currency transactions (collectively,  all the above are called
"Strategic Transactions").  In addition, Strategic Transactions may also include
new  techniques,  investments  or  strategies  that are  permitted as regulatory
changes occur.  Strategic  Transactions  may be used without limit to attempt to
protect against possible changes in the market value of securities held in or to
be purchased for the Portfolio  resulting  from  securities  markets or currency
exchange rate fluctuations,  to protect the Portfolio's  unrealized gains in the
value of its portfolio securities, to facilitate the sale of such securities for
investment  purposes,  to manage  the  effective  maturity  or  duration  of the
fixed-income  securities  in the  Portfolio,  or to  establish a position in the
derivatives  markets  as a  substitute  for  purchasing  or  selling  particular
securities.  Some Strategic  Transactions may also be used to enhance  potential
gain,  although no more than 5% of the  Portfolio's  assets will be committed to
Strategic Transactions entered into to enhance gain rather than for the purposes
set forth in the preceding sentence.  Any or all of these investment  techniques
may be used at any  time and in any  combination,  and  there  is no  particular
strategy that dictates the use of one technique  rather than another,  as use of
any Strategic  Transaction is a function of numerous variables  including market
conditions. The ability of the Portfolio to utilize these Strategic Transactions
successfully  will  depend on the  Sub-advisor's  ability to  predict  pertinent
market movements,  which cannot be assured.  Strategic  Transactions will not be
used to alter the fundamental  investment  purposes and  characteristics  of the
Portfolio and the Portfolio will segregate  assets (or as provided by applicable
regulations,  enter into certain offsetting  positions) to cover its obligations
under options, futures and swaps to limit leveraging of the Portfolio.


         Strategic  Transactions,  including  derivative  contracts,  have risks
associated  with them,  including  possible  default  by the other  party to the
transaction, illiquidity and, to the extent the Sub-advisor's view as to certain
market  movements  is  incorrect,  the  risk  that  the  use of  such  Strategic
Transactions  could result in losses greater than if they had not been used. For
instance, the use of currency transactions can result in the Portfolio incurring
losses as a result of a number of factors  including the  imposition of exchange
controls,  suspension of  settlements,  or the inability to deliver or receive a
specified  currency.   The  daily  variation  margin  requirements  for  futures
contracts  would create a greater  ongoing  potential  financial risk than would
purchases  of options,  where the exposure is limited to the cost of the initial
premium.  Losses resulting from the use of Strategic  Transactions  would reduce
net asset value, and possibly income, and such losses can be greater than if the
Strategic Transactions had not been utilized.

                  General  Characteristics  of  Options.  Put  options  and call
options  typically  have  similar  structural  characteristics  and  operational
mechanics regardless of the underlying instrument on which they are purchased or
sold. Thus, the following general  discussion  relates to each of the particular
types of options discussed in greater detail below. In addition,  many Strategic
Transactions  involving  options  require  segregation  of  Portfolio  assets in
special accounts,  as described below under "Use of Segregated and Other Special
Accounts."

         The  Portfolio  is  authorized  to purchase  and sell  exchange  listed
options and  over-the-counter  options ("OTC options").  Exchange listed options
are issued by a regulated  intermediary such as the Options Clearing Corporation
("OCC"),  which  guarantees the performance of the obligations of the parties to
such  options.  The  discussion  below uses the OCC as an  example,  but is also
applicable to other financial intermediaries.

         With  certain  exceptions,  OCC  issued  and  exchange  listed  options
generally  settle by physical  delivery of the underlying  security or currency,
although in the future cash settlement may become  available.  Index options and
Eurodollar instruments are cash settled for the net amount, if any, by which the
option is  "in-the-money"  (i.e.,  where the value of the underlying  instrument
exceeds,  in the case of a call  option,  or is less than,  in the case of a put
option,  the exercise  price of the option) at the time the option is exercised.
Frequently,  rather than taking or making delivery of the underlying  instrument
through  the process of  exercising  the  option,  listed  options are closed by
entering into  offsetting  purchase or sale  transactions  that do not result in
ownership of the new option.

         The  Portfolio's  ability to close out its  position as a purchaser  or
seller of an OCC or exchange  listed put or call option is  dependent,  in part,
upon the  liquidity of the option  market.  If one or more  exchanges  decide to
discontinue the trading of options (or a particular class or series of options),
the  relevant  market for that  option on that  exchange  would  cease to exist,
although  outstanding  options on that exchange would  generally  continue to be
exercisable in accordance with their terms.


         OTC options are purchased from or sold to securities dealers, financial
institutions  or  other  parties  ("Counterparties")  through  direct  bilateral
agreement with the Counterparty.  In contrast to exchange listed options,  which
generally have standardized terms and performance mechanics, all the terms of an
OTC option, including such terms as method of settlement,  term, exercise price,
premium,  guarantees and security,  are set by  negotiation of the parties.  The
Portfolio will only sell OTC options (other than OTC currency  options) that are
subject  to a  buy-back  provision  permitting  the  Portfolio  to  require  the
Counterparty to sell the option back to the Portfolio at a  formula-based  price
within seven days.  The  Portfolio  expects  generally to enter into OTC options
that have cash settlement provisions, although it is not required to do so.


         Unless the  parties  provide  for it,  there is no central  clearing or
guaranty function in an OTC option.  As a result,  if the Counterparty  fails to
make or take delivery of the security,  currency or other instrument  underlying
an OTC option it has  entered  into with the  Portfolio  or fails to make a cash
settlement  payment  due in  accordance  with  the  terms  of that  option,  the
Portfolio  will  lose  any  premium  it  paid  for  the  option  as  well as any
anticipated benefit of the transaction. Accordingly, the Sub-advisor must assess
the  creditworthiness  of each  such  Counterparty  or any  guarantor  or credit
enhancement of the  Counterparty's  credit to determine the likelihood  that the
terms of the OTC option  will be  satisfied.  The  Portfolio  will engage in OTC
option transactions only with U.S.  Government  securities dealers recognized by
the Federal  Reserve  Bank of New York as "primary  dealers" or  broker/dealers,
domestic or foreign banks or other financial institutions that have received (or
the  guarantors of the  obligation of which have  received) a short-term  credit
rating of A-1 from S&P or P-1 from  Moody's  or an  equivalent  rating  from any
nationally recognized  statistical rating organization ("NRSRO") or, in the case
of OTC currency  transactions,  determined to be of equivalent credit quality by
the Sub-advisor.

         The  Portfolio  may  purchase  and  sell  call  options  on  securities
including  U.S.  Treasury  and agency  securities,  mortgage-backed  securities,
corporate debt securities,  equity securities (including convertible securities)
and  Eurodollar  instruments  that are  traded on U.S.  and  foreign  securities
exchanges  and in the  over-the-counter  markets,  and  on  securities  indices,
currencies  and  futures  contracts.  All calls  sold by the  Portfolio  must be
"covered"  (i.e.,  the Portfolio  must own the  securities  or futures  contract
subject to the call) or must meet the asset segregation  requirements  described
below as long as the call is outstanding.

         The Portfolio may purchase and sell put options on securities including
U.S.  Treasury  and  agency  securities,   mortgage-backed  securities,  foreign
sovereign  debt,  corporate  debt  securities,   equity  securities   (including
convertible  securities) and Eurodollar instruments (whether or not it holds the
above securities in its portfolio),  and on securities  indices,  currencies and
futures contracts other than futures on individual corporate debt and individual
equity securities. The Portfolio will not sell put options if, as a result, more
than 50% of the  Portfolio's  assets would be required to be segregated to cover
its potential  obligations  under such put options other than those with respect
to futures and options thereon.

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


                  General  Characteristics  of Futures.  The Portfolio may enter
into futures  contracts or purchase or sell put and call options on such futures
as a hedge against anticipated  interest rate, currency or equity market changes
(including to protect  against  increases in those  markets by creating  current
exposure to the markets), and for duration management,  risk management purposes
and  return  enhancements.   Futures  are  generally  bought  and  sold  on  the
commodities exchanges where they are listed.


         The  Portfolio's  use of futures and options thereon will be solely for
bona fide hedging,  risk  management  (including  duration  management) or other
portfolio  management  and  return  enhancement  purposes.   Initial  margin  in
connection  with  maintaining  a futures  contract or selling an option  thereon
typically  ranges from 1% to 10% of the face amount of the contract  (but may be
higher in some circumstances). If the Portfolio exercises an option on a futures
contract it will be obligated to post initial margin (and  potential  subsequent
variation  margin) for the resulting  futures  position just as it would for any
position.

         The Portfolio will not enter into a futures  contract or related option
(except for closing  transactions) if,  immediately  thereafter,  the sum of the
amount of its initial margin and premiums on open futures  contracts and options
thereon  would  exceed 5% of the  Portfolio's  total  assets  (taken at  current
value);  however,  in the case of an option that is  in-the-money at the time of
the purchase,  the  in-the-money  amount may be excluded in  calculating  the 5%
limitation.  The segregation  requirements with respect to futures contracts and
options thereon are described below.

         Additional  information  about futures  contracts,  options thereon and
their risks is  included in this  Statement  and the  Trust's  Prospectus  under
"Certain Risk Factors and Investment Methods."

                  Options on Securities Indices and Other Financial Indices. The
Portfolio also may purchase and sell call and put options on securities  indices
and  other  financial  indices  and in so  doing  can  achieve  many of the same
objectives  it  would  achieve  through  the  sale or  purchase  of  options  on
individual securities or other instruments. Additional information about options
on  indices  and their  risks is  included  in this  Statement  and the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

                  Currency  Transactions.  The  Portfolio may engage in currency
transactions  with  Counterparties,  primarily in order to hedge,  or manage the
risk of, the value of portfolio  holdings  denominated in particular  currencies
against  fluctuations in relative value.  Currency  transactions include forward
currency  contracts,  exchange listed currency futures,  exchange listed and OTC
options on  currencies,  and currency  swaps. A currency swap is an agreement to
exchange  cash  flows  based  on the  notional  difference  among  two  or  more
currencies and operates in a manner  similar to an interest rate swap,  which is
described  below.  The  Portfolio  may enter  into  currency  transactions  with
Counterparties  that have received (or the  guarantors of the  obligations  have
received) a credit rating of A-1 or P-1 by S&P or Moody's, respectively, or that
have an  equivalent  rating from a NRSRO or are  determined  to be of equivalent
credit quality by the Sub-advisor.

         The  Portfolio's  dealings  in  forward  currency  contracts  and other
currency  transactions  such as futures,  options,  options on futures and swaps
generally will be limited to hedging  involving either specific  transactions or
portfolio positions. Transaction hedging is entering into a currency transaction
with respect to specific  assets or  liabilities  of the  Portfolio,  which will
generally  arise  in  connection  with  the  purchase  or sale of its  portfolio
securities or the receipt of income therefrom. Position hedging is entering into
a currency transaction with respect to portfolio security positions  denominated
or generally quoted in that currency.

         The  Portfolio  generally  will not enter into a  transaction  to hedge
currency exposure to an extent greater,  after netting all transactions intended
wholly or partially  to offset other  transactions,  than the  aggregate  market
value (at the time of entering into the  transaction)  of the securities held in
its  portfolio  that  are  denominated  or  generally  quoted  in  or  currently
convertible  into such  currency,  other than with  respect to proxy  hedging as
described below.

         The  Portfolio  may  also  cross-hedge   currencies  by  entering  into
transactions  to purchase or sell one or more  currencies  that are  expected to
decline in value relative to other  currencies to which the Portfolio has, or in
which the Portfolio expects to have, portfolio exposure.


         To reduce the effect of currency  fluctuations on the value of existing
or anticipated holdings of portfolio  securities,  the Portfolio may also engage
in "proxy  hedging."  Proxy hedging is often used when the currency to which the
Portfolio  is exposed is  difficult  to hedge  generally  or against the dollar.
Proxy  hedging  entails  entering into a commitment or option to sell a currency
whose changes in value are  generally  considered to be correlated to a currency
or currencies in which some or all of the Portfolio's  portfolio  securities are
or are expected to be denominated, in exchange for U.S. dollars. For example, if
the  Sub-advisor  considers  that the Austrian  schilling is  correlated  to the
German deutschemark (the "D-mark"),  the Portfolio holds securities  denominated
in schillings,  and the  Sub-advisor  believes that the value of schillings will
decline  against the U.S.  dollar,  the Sub-advisor may enter into a contract to
sell D-marks and buy dollars.  Currency transactions can result in losses to the
Portfolio if the currency  being hedged  fluctuates in value to a degree or in a
direction that is not anticipated. Further, there is the risk that the perceived
linkage  between  various  currencies  may not be  present or may not be present
during the particular  time that the Portfolio is engaging in proxy hedging.  If
the Portfolio  enters into a currency  hedging  transaction,  the Portfolio will
comply with the asset segregation requirements described below.


         Additional   information   about  forward  foreign  currency   exchange
contracts  and  their  risks  is  included  in this  Statement  and the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

                  Risks of  Currency  Transactions.  Currency  transactions  are
subject to risks different from those of other portfolio  transactions.  Because
currency  control  is  of  great  importance  to  the  issuing  governments  and
influences  economic  planning and policy,  purchases  and sales of currency and
related  instruments can be negatively affected by government exchange controls,
blockages,  and manipulations or exchange  restrictions  imposed by governments.
These  can  result  in losses to the  Portfolio  if it is unable to  deliver  or
receive  currency or funds in  settlement  of  obligations  and could also cause
hedges it has entered into to be rendered  useless,  resulting in full  currency
exposure as well as incurring  transaction costs. Buyers and sellers of currency
futures  are  subject  to the  same  risks  that  apply  to the  use of  futures
generally.  Further,  settlement of a currency futures contract for the purchase
of most  currencies  must occur at a bank based in the issuing  nation.  Trading
options on currency  futures is relatively new, and the ability to establish and
close out  positions on such options is subject to the  maintenance  of a liquid
market, which may not always be available. Currency exchange rates may fluctuate
based on factors extrinsic to that country's economy.

                  Combined  Transactions.  The Portfolio may enter into multiple
transactions,   including  multiple  options   transactions,   multiple  futures
transactions,   multiple  currency  transactions   (including  forward  currency
contracts)  and multiple  interest  rate  transactions  and any  combination  of
futures,   options,   currency  and  interest  rate  transactions   ("component"
transactions), instead of a single Strategic Transaction, as part of a single or
combined strategy.  A combined transaction will usually contain elements of risk
that  are  present  in each of its  component  transactions.  Although  combined
transactions are normally entered into based on the Sub-advisor's  judgment that
the combined  strategies will reduce risk or otherwise more effectively  achieve
the desired portfolio  management goal, it is possible that the combination will
instead  increase such risks or hinder  achievement of the portfolio  management
objective.

                  Swaps,   Caps,   Floors  and  Collars.   Among  the  Strategic
Transactions  that the  Portfolio  may enter into are interest  rate,  currency,
index and other  swaps and the  purchase  or sale of  related  caps,  floors and
collars.  The Portfolio  expects to enter into these  transactions  primarily to
preserve  a return  or spread  on a  particular  investment  or  portion  of its
portfolio,  to protect against currency  fluctuations,  as a duration management
technique  or to protect  against an  increase  in the price of  securities  the
Portfolio  anticipates  purchasing at a later date.  The Portfolio will not sell
interest  rate  caps or  floors  where  it  does  not own  securities  or  other
instruments  providing  the income stream the Portfolio may be obligated to pay.
Interest rate swaps involve the exchange by the Portfolio  with another party of
their respective  commitments to pay or receive  interest,  e.g., an exchange of
floating rate payments for fixed rate payments with respect to a notional amount
of  principal.  A currency  swap is an  agreement  to  exchange  cash flows on a
notional  amount  of  two  or  more  currencies  based  on  the  relative  value
differential  among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference  indices.  The
purchase  of a cap  entitles  the  purchaser  to receive  payments on a notional
principal  amount from the party selling such cap to the extent that a specified
index exceeds a predetermined  interest rate or amount.  The purchase of a floor
entitles the purchaser to receive  payments on a notional  principal amount from
the party selling such floor to the extent that a specified  index falls below a
predetermined  interest rate or amount. A collar is a combination of a cap and a
floor that preserves a certain return within a  predetermined  range of interest
rates or values.

         The Portfolio  will usually enter into swaps on a net basis,  i.e., the
two payment  streams are netted out in a cash  settlement on the payment date or
dates specified in the instrument,  with the Portfolio  receiving or paying,  as
the case may be,  only  the net  amount  of the two  payments.  Inasmuch  as the
Portfolio will segregate  assets (or enter into  offsetting  positions) to cover
its  obligations  under  swaps,  the  Sub-advisor  and the  Trust  believe  such
obligations  do not  constitute  senior  securities  under  the  1940  Act  and,
accordingly,  will not treat them as being subject to the Portfolio's  borrowing
restrictions.  The Portfolio will not enter into any swap,  cap, floor or collar
transaction unless, at the time of entering into such transaction, the unsecured
long-term debt of the Counterparty,  combined with any credit  enhancements,  is
rated at least A by S&P or  Moody's or has an  equivalent  rating  from  another
NRSRO.  If  there is a  default  by the  Counterparty,  the  Portfolio  may have
contractual remedies pursuant to the agreements related to the transaction.  The
swap market has grown substantially in recent years with a large number of banks
and investment  banking firms acting both as principals and as agents  utilizing
standardized  swap  documentation.  As a  result,  the swap  market  has  become
relatively  liquid.  Caps,  floors and collars are more recent  innovations  for
which  standardized   documentation  has  not  yet  been  fully  developed  and,
accordingly, they are less liquid than swaps.

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

                  Risks  of  Strategic   Transactions   Outside  the  U.S.  When
conducted  outside the U.S.,  Strategic  Transactions  may not be  regulated  as
rigorously  as in the U.S.,  may not  involve a clearing  mechanism  and related
guarantees,  and are  subject  to the  risk of  governmental  actions  affecting
trading  in,  or  the  prices  of,  foreign  securities,  currencies  and  other
instruments.  The value of such positions  also could be adversely  affected by:
(i) other complex foreign  political,  legal and economic  factors,  (ii) lesser
availability than in the U.S. of data on which to make trading decisions,  (iii)
delays in the  Portfolio's  ability to act upon  economic  events  occurring  in
foreign  markets during  non-business  hours in the U.S., (iv) the imposition of
different  exercise and settlement terms and procedures and margin  requirements
than in the U.S., and (v) lower trading volume and liquidity.

                  Use of Segregated and Other Special  Accounts.  Many Strategic
Transactions,  in addition to other  requirements,  require  that the  Portfolio
segregate  any  liquid  assets  to the  extent  Portfolio  obligations  are  not
otherwise  "covered"  through  ownership of the underlying  security,  financial
instrument or currency. In general,  either the full amount of any obligation by
the  Portfolio  to pay or deliver  securities  or assets  must be covered at all
times by the securities,  instruments or currency required to be delivered,  or,
subject to any regulatory restrictions, an amount of cash or other liquid assets
at least equal to the current amount of the  obligation.  The segregated  assets
cannot be sold or transferred  unless equivalent assets are substituted in their
place or it is no longer necessary to segregate them. For example, a call option
written by the  Portfolio  will  require the  Portfolio  to hold the  securities
subject  to the call (or  securities  convertible  into  the  needed  securities
without  additional  consideration) or to segregate any liquid assets sufficient
to purchase and deliver the  securities if the call is exercised.  A call option
sold by the Portfolio on an index will require the  Portfolio to own  securities
that  correlate  with the index or to segregate  any liquid  assets equal to the
excess of the index  value over the  exercise  price on a current  basis.  A put
option  written by the Portfolio  requires the Portfolio to segregate any liquid
assets equal to the exercise price.


         A  currency  contract  that  obligates  the  Portfolio  to buy or  sell
currency will generally require the Portfolio to hold an amount of that currency
or liquid  securities  denominated  in that  currency  equal to the  Portfolio's
obligation or to segregate  liquid assets equal to the amount of the Portfolio's
obligation.


         OTC  options  entered  into  by  the  Portfolio,   including  those  on
securities,  currency,  financial  instruments  or  indices,  and OCC issued and
exchange listed index options will generally  provide for cash settlement.  As a
result,  when the Portfolio  sells these  instruments  it will only segregate an
amount  of  assets  equal  to  its  accrued  net  obligations,  as  there  is no
requirement  for  payment or  delivery  of amounts in excess of the net  amount.
These  amounts  will  equal  100% of the  exercise  price  in the  case of a non
cash-settled  put,  the  same as an OCC  guaranteed  listed  option  sold by the
Portfolio,  or the in-the-money  amount plus any sell-back formula amount in the
case of a cash-settled put or call. In addition, when the Portfolio sells a call
option on an index at a time when the  in-the-money  amount exceeds the exercise
price, the Portfolio will segregate,  until the option expires or is closed out,
cash or cash equivalents equal in value to such excess.  OCC issued and exchange
listed  options sold by the Portfolio  other than those above  generally  settle
with physical  delivery,  and the Portfolio  will  segregate an amount of assets
equal to the full  value of the  option.  OTC  options  settling  with  physical
delivery or with an election of either physical delivery or cash settlement will
be treated the same as other options settling with physical delivery.

         In the case of a futures  contract or an option thereon,  the Portfolio
must deposit initial margin and possible daily  variation  margin in addition to
segregating  assets  sufficient  to meet its  obligation  to purchase or provide
securities  or  currencies,  or to pay the amount owed at the  expiration  of an
index-based futures contract. Such assets may consist of cash, cash equivalents,
liquid debt or equity securities or other acceptable assets.

         With respect to swaps,  the Portfolio will accrue the net amount of the
excess,  if any, of its obligations over its  entitlements  with respect to each
swap on a daily  basis and will  segregate  an  amount  of cash or other  liquid
assets  having a value equal to the  accrued  excess.  Caps,  floors and collars
require  segregation  of  assets  with a  value  equal  to the  Portfolio's  net
obligation, if any.

         Strategic  Transactions  may be covered by other means when  consistent
with  applicable  regulatory  policies.   The  Portfolio  may  also  enter  into
offsetting  transactions  so  that  its  combined  position,  coupled  with  any
segregated assets, equals its net outstanding  obligation in related options and
Strategic  Transactions.  For example, the Portfolio could purchase a put option
if the strike  price of that option is the same or higher than the strike  price
of a put option sold by the Portfolio.  Moreover,  instead of segregating assets
if the Portfolio  held a futures or forward  contract,  it could  purchase a put
option on the same  futures or forward  contract  with a strike price as high or
higher than the price of the contract held.  Other  Strategic  Transactions  may
also be offset in combinations.  If the offsetting transaction terminates at the
time of or after the primary  transaction no segregation is required,  but if it
terminates  prior to such time,  assets equal to any remaining  obligation would
need to be segregated.

         The Portfolio's  activities  involving  Strategic  Transactions  may be
limited by the requirements of Subchapter M of the Internal Revenue Code of 1986
for  qualification as a regulated  investment  company (see this Statement under
"Tax Matters").

Japan and the Japanese Economy*


* WHERE  FIGURES IN TABLES  UNDER THIS CAPTION HAVE BEEN ROUNDED OFF, THE TOTALS
MAY NOT NECESSARILY AGREE WITH THE SUM OF THE FIGURES.


         Because of distance,  as well as differences in language,  history, and
culture, Japan remains relatively unfamiliar to many investors.  The archipelago
of Japan  stretches for 1300 miles in the western Pacific Ocean and comprises an
area of  approximately  146,000 square miles.  The four main islands,  Hokkaido,
Honshu, Kyushu and Shikoku, cover the same approximate range of latitude and the
same  general  range of climate as the east coast of the United  States north of
Florida. The archipelago has in the past experienced earthquakes and tidal waves
of varying  degrees of  severity,  and the risks of such  phenomena,  and damage
resulting therefrom, continue to exist.

         Japan  has a  total  population  of  approximately  126  million.  Life
expectancy  is one of the  highest in the world.  Literacy  in Japan  approaches
100%. Nearly 90% of Japanese  students graduate from high school.  Approximately
37% go on to college or university. Approximately 45% of the total population of
Japan is  concentrated  in the  metropolitan  areas of Tokyo,  Osaka and Nagoya,
cities with some of the world's highest population densities.

         Over the post war period  Japan has  experienced  significant  economic
development. Today Japan is the second largest industrial nation in the world in
terms of GDP, with the United  States being the largest.  During the era of high
economic  growth in the 1960s and  early  1970s the  expansion  was based on the
development of heavy  industries such as steel and  shipbuilding.  In the 1970s,
Japan moved into assembly  industries  that employ high levels of technology and
consume  relatively  low  quantities of  resources,  and since then has become a
major producer of automobiles  and  electrical and electronic  products.  In the
1980s,  as Japan  experienced a sharp  appreciation  of its  currency,  Japanese
manufacturers  increasingly  moved their  production  offshore,  while  domestic
demand was driven by a boom in consumption,  housing,  construction, and private
capital expenditures.  After the sharp collapse in the stock market, which began
in 1990s,  the Japanese  economy has been in an adjustment  phase,  dealing with
excess capacity and lower growth.

         Another  development in the Japanese economy in the 1990s was a growing
trend of deregulation and globalization.  Import  restrictions on many products,
ranging from meats to gasoline were gradually lifted, and deregulation proceeded
in industries ranging from retail, communication,  transportation,  finance, and
many others.

         In the 1990s,  asset price declines and excess capacity in many sectors
have continued to support a largely disinflationary environment.

         Japan's  economy is a market economy in which industry and commerce are
predominantly privately owned and operated.  However, the Government is involved
in establishing and meeting  objectives for developing the economy and improving
the standard of living of the Japanese people.  In order to achieve its economic
objectives,  the Government has generally  relied on providing the  prerequisite
business environment and administrative guidance. The agencies of the Government
primarily concerned with economic policy and its implementation are the Economic
Planning Agency, The Ministry of Finance (MOF) and the Ministry of International
Trade and Industry (MITI). The Bank of Japan, Japan's central bank, also acts in
this field.

         Economic  Trends.  During the ten and five-year  periods ended December
31, 1999, Japan's real gross domestic product in constant prices increased at an
average annual compound growth rate of 2.13% and 1.29%,  respectively.  In 1996,
the gross domestic product grew at a high rate of 5.0% due to the  front-loading
of housing  investment  before the  consumption  tax hike  scheduled on April 1,
1997. In 1997, the growth rate of gross  domestic  product slowed to 1.6% mainly
due to a drop off in consumer spending and housing investment in reaction to the
consumption  tax hike. In 1998,  the gross  domestic  product  decreased by 2.5%
affected  by reduced  fixed  investment  in the  private  sector and  continuous
stagnation of consumer spending. In 1999, real GDP grew 0.3% reflecting a slight
improvement in consumer spending, the largest component.

         Industrial  Production.  The  following  table  sets  forth  indices of
industrial  production of Japan and other selected industrial  countries for the
five years ending with calendar year 1999 (with 1995 as 100):

<TABLE>
<CAPTION>
                        INDICES OF INDUSTRIAL PRODUCTION

---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------  1995                 1996                 1997                 1998                 1999
(1995=100)
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
<S>                    <C>                  <C>                  <C>                  <C>                  <C>
Japan                  100.00               102.90               107.30               99.70                99.33
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
United States          100.00               104.50               110.70               114.80               117.57
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Germany                100.00               99.80                102.70               106.20               106.37
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
United Kingdom         100.00               101.10               101.90               102.50               102.80
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
France                 100.00               100.30               104.10               108.80               N/A
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Italy                  100.00               98.30                100.50               102.20               N/A
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Canada                 100.00               100.10               104.00               109.10               113.67
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
</TABLE>
Source: IMF, International Financial Statistics

         The following table sets forth the proportion of gross domestic product
contributed by major industrial sectors of the economy for 1995 to 1999:

<TABLE>
<CAPTION>
                  GROSS DOMESTIC PRODUCT* BY INDUSTRIAL SECTORS

------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
                                                                1995         1996         1997          1998         1999
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
<S>                                                               <C>          <C>           <C>           <C>            <C>
Manufacturing                                                     95.7%        95.2%         95.2%         94.8%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
         Agriculture, Forestry and Fisheries                       2.1%         2.0%          1.9%          1.9%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
         Mining                                                    0.2%         0.2%          0.2%          0.2%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
         Construction                                              9.7%         9.4%          8.7%          8.2%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
         Manufacturing                                            27.4%        27.7%         28.4%         27.1%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
         Electricity, Gas and Water                                2.7%         2.9%          2.8%          3.0%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
         Wholesale and Retail Trade                               13.6%        12.9%         13.0%         12.8%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
         Finance and Insurance                                     5.4%         4.9%          5.2%          5.2%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
         Real Estate                                              11.8%        11.9%         12.0%         12.5%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
         Transportation & Communication                            6.5%         6.6%          6.6%          6.6%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
         Services                                                 16.4%        16.8%         16.5%         17.1%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
Government Services                                                7.5%         7.3%          7.3%          7.5%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
Private Non-Profit Institutions                                    2.2%         2.2%          2.2%          2.4%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
Import Duty                                                        0.9%         0.8%          0.8%          0.7%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
(Deduction) Others                                                 0.4%         0.5%          0.5%          0.5%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
(Deduction) Imputed Interest                                       5.1%         4.5%          4.8%          4.8%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
Statistical Discrepancy                                           -0.7%        -0.4%         -0.2%         -0.2%          N/A

------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
Total GDP                                                        100.0%       100.0%        100.0%        100.0%          N/A
------------------------------------------------------------ ------------ ------------ ------------ ------------- ------------
</TABLE>
Source: Economic Planning Agency, Annual Report on National Accounts

* Gross  domestic  product  measures  the value of original  goods and  services
produced by a country's domestic economy. It is equal to gross national product,
minus the income that residents receive from abroad for factor services rendered
abroad,  plus similar  payments  made to  non-residents  who  contribute  to the
domestic economy.

         Energy.  Japan has historically  depended on oil for most of its energy
requirements. Virtually all of its oil is imported, the majority from the Middle
East. Oil price changes used to have a major impact on the domestic economy, but
now their influence is relatively diminished.

         Japan has worked to reduce its dependence on oil by encouraging  energy
conservation  and the use of  alternative  fuels.  In addition  to  conservation
efforts,  industrial  restructuring,   with  emphasis  on  shifting  from  basic
industries to processing and assembly type  industries,  has also contributed to
the reduction of oil  consumption.  Despite Japan's  sustained  economic growth,
crude oil imports have not increased materially since 1979.

         Labor. In 1999,  approximately  67.8 million persons,  or approximately
63% of the Japanese population,  were employed, of which approximately 4.2% were
employed in  agriculture,  forestry and  fisheries,  32.7% in  construction  and
manufacturing and 6.8% in transportation and communications,  24.8% in wholesale
and retail trade, 4.1% in finance, and 27.4% in other service-related industries
(including the government). Since 1980 an increasing proportion of the paid work
force is female and an increasing number of people have been employed in service
industries.

Source: Ministry of Labor, Monthly Labor.

         Prices.  In 1999,  the wholesale  price index  declined by 3.3% and the
consumer  price  index also  declined  by 0.3%.  The tables  below set forth the
wholesale  and consumer  price indices for Japan and other  selected  industrial
countries for which comparable statistics are available:

<TABLE>
<CAPTION>
                       COMPARATIVE WHOLESALE PRICE INDICES

---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
     (1995=100)               1995                 1996                 1997                 1998                 1999
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
<S>                                 <C>                  <C>                  <C>                  <C>                   <C>
Japan                               100.00               100.10               101.60               100.00                96.68
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
United States                       100.00               102.30               102.30                99.70               100.58
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Germany                             100.00                99.60               100.70               100.30                99.03
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
United Kingdom                      100.00               102.60               103.60               104.20               105.13
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Italy                               100.00               101.90               103.20               103.30               102.43
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Canada                              100.00               100.40               101.30               101.30               102.23
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Source: IMF, International Financial Statistics
</TABLE>

<TABLE>
<CAPTION>
                       COMPARATIVE CONSUMER PRICE INDICES

---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
     (1995=100)               1995                 1996                 1997                 1998                 1999
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
<S>                                 <C>                  <C>                  <C>                  <C>                  <C>
Japan                               100.00               100.10               101.80               102.50               102.20
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
United States                       100.00               102.90               105.30               107.00               109.30
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Germany                             100.00               101.50               103.30               104.30               104.83
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
United Kingdom                      100.00               102.40               105.70               109.30               110.63
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
France                              100.00               102.00               103.20               103.90               104.48
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Italy                               100.00               104.00               106.10               108.20               109.98
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Canada                              100.00               100.10               104.00               109.10               113.67
---------------------- -------------------- -------------------- -------------------- -------------------- --------------------
Source: IMF, International Financial Statistics
</TABLE>

         Balance of  Payments.  In 1999,  Japan  registered a surplus of Y12,197
billion ($110.1 billion) in its current account.  This surplus was predominantly
due to a surplus of Y14,054 billion ($127.7 billion) in its trade account. Japan
also  registered an outflow of Y5,614.8  billion ($51.5  billion) in its capital
and financial account.

         Foreign  Trade.  Overseas  trade is important  to Japan's  economy even
though  offshore  production  has eroded its  importance.  Japan has few natural
resources  and must export to pay for its  imports of these basic  requirements.
During the year  ended  December  31,  1999,  exports  and  imports  represented
approximately  10.4% and 8.7%,  respectively,  of Japan's nominal gross domestic
product.  Roughly three quarters of Japan's  exports are machinery and equipment
including  motor  vehicles,  machine  tools and  electronic  equipment.  Japan's
principal imports consist of raw materials, foodstuff and fuels, such as oil and
coal.

         Japan's  principal  export markets are the United States,  Canada,  the
United Kingdom, Germany,  Australia,  Korea, Taiwan and the People's Republic of
China.  The principal  sources of its imports are the United States,  South East
Asia, the People's Republic of China and the Middle East.

         A country's terms of trade (the ratio of export to import prices) is an
indicator of the country's  comparative  advantage in trade. During 1994-95, the
Japanese  terms of trade  improved  as a result of the higher yen and  generally
declining world commodity  prices.  The terms of trade fell slightly in 1996 and
1997 as a result of the rise in import prices  reflecting the lower yen rate. In
1998,  the terms of trade  improved  slightly  mainly  because  of lower  import
prices.  In 1999, the terms of trade improved to the 1995 level largely  because
of lower import prices as a result of the higher yen rate.

Source: Ministry of Finance, The Summary Report on Trade of Japan

Securities Markets in Japan

         There are eight stock  exchanges  in Japan.  Of these,  the Tokyo Stock
Exchange,  the Osaka  Stock  Exchange  and the  Nagoya  Stock  Exchange  are the
largest.  The  three  main  markets  have two  sections  of  stocks;  generally,
companies  with  smaller  capitalization  are listed on the second  section.  In
addition,  The  Japan  Over-The-Counter  Trading  Co.  acts as the  intermediary
between  securities  companies  wishing to trade shares on the  over-the-counter
(OTC) market. The primary role of the OTC market is to facilitate the raising of
funds from the investing public by unlisted,  small and medium-sized  companies.
Equity securities of Japanese  companies that are traded in an  over-the-counter
market are generally securities of relatively small or little-known companies. A
new market,  named  "Mothers",  was  established  in the Tokyo Stock Exchange on
November 11, 1999.  This market is designed to facilitate  the public listing of
venture  business-type  small  corporations.  As of the end of March  2000,  six
companies are listed on this market.

         There are two widely  followed price indices.  The Nikkei Stock Average
(NSA) is an  arithmetic  average of 225  selected  stocks  computed by a private
corporation. In addition, the Tokyo Stock Exchange publishes the TOPIX, formerly
the TSE Index, which is an index of all first section stocks. The second section
has its own index.  Nihon  Keizai  Shimbun,  Inc.,  the  publisher  of a leading
Japanese economic newspaper, publishes the OTC Index.

         In the five years  ending  December  1989,  the Tokyo Stock Price Index
(TOPIX) more than  tripled,  rising from 913.37 to 2884.80 on December 18, 1989.
The TOPIX then declined  heavily in 1990 and in 1992, and after showing a slight
rebound in 1993 and 1994, the Index continued to decline  throughout  1996, 1997
and 1998 to the latest low of 980.11 on October 15, 1998.  From the 1989 peak to
the 1998  bottom,  the TOPIX  registered  a 66% drop.  In 1999,  the Tokyo stock
market showed a strong upturn led by the  information  service  sector.  The OTC
index more than tripled in 1999.

         Compared  to the  United  States,  the common  stocks of many  Japanese
companies trade at a higher price-earnings ratio.  Historically,  investments in
the OTC market have been more volatile than the TSE.

         In the past, the proportion of trading value by institutional investors
has tended to  increase  at the  expense of  individuals,  but in the last three
years of stock  price  declines,  the  share of  trading  value  represented  by
financial  institutions and business  corporations has fallen while the value of
trading by foreigners  has risen  substantially.  In 1999,  the trading value by
individuals increased  dramatically  reflecting the stock market rally and brisk
demand for stock investment trusts.

         The following tables, compiled by Morgan Stanley Capital International,
set forth the size of the  Japanese  equity  market in  comparison  with that of
other major equity markets for the five years ending December 31, 1999.

<TABLE>
<CAPTION>
                        EQUITY STOCK MARKETS OF THE WORLD

----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
(dollars in billion}    December 1995         December 1996         December 1997         December 1998         December 1999
----------------------- --------------------- --------------------- --------------------- --------------------- --------------------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
                            $          %          $         %          $          %          $          %          $          %
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
<S>                       <C>          <C>     <C>          <C>       <C>         <C>      <C>          <C>     <C>           <C>
United States             $6,338.0     41.9%   $7,835.9     45.1%     8,607.4     47.2%    11,721.5     50.7%   $15,370.0     48.6%
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
Japan                      3,582.7      23.7    3,071.0      17.7     2,287.8      12.5     2,447.5      10.6     4,692.8      14.9
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
United Kingdom             1,354.3       9.0    1,740.1      10.0     2,097.6      11.5     2,346.2      10.1     2,894.5       9.2
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
Germany                      579.5       3.8      648.3       3.7       825.2       4.5     1,181.1       5.1     1.447.1       4.6
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
France                       504.5       3.3      600.8       3.5       677.9       3.7       982.6       4.2     1,442.1       4.6
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
Canada                       333.4       2.2      463.6       2.7       543.3       3.0       513.2       2.2       762.8       2.4
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
Netherlands                  304.3       2.0      393.4       2.3       358.3       2.0       578.4       2.5       758.9       2.4
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
Switzerland                  401.6       2.7      406.6       2.3       579.3       3.2       696.7       3.0       676.3       2.1
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
Hong Kong                    274.4       1.8      393.4       2.3       340.7       1.9       347.9       1.5       583.4       1.8
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
Australia                    245.4       1.6      306.4       1.8       284.7       1.6       326.5       1.4        27.5       0.1
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
Other                      1,197.2       7.9    1,531.9       8.8     1,630.1       8.9     1,994.6       8.6  2,938.5          9.3
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
Total                     15,115.3    100.00   17,391.4     100.0  18,232.3      100.00    23,136.2    100.00  31,593.9      100.00
----------------------- ----------- --------- ---------- --------- ----------- --------- ----------- --------- ----------- ---------
Source: Morgan Stanley Capital International, Quarterly Report
</TABLE>


         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  restrictions  are applicable to the AST Scudder Japan  Portfolio.
These limitations are not  "fundamental"  restrictions and may be changed by the
Trustees without shareholder approval. The Portfolio will not:

1.   enter into either of reverse  repurchase  agreements  or dollar rolls in an
     amount greater than 5% of its total assets;

2.   purchase  securities on margin or make short sales,  except (i) short sales
     against the box, (ii) in connection with arbitrage transactions,  (iii) for
     margin  deposits in  connection  with futures  contracts,  options or other
     permitted  investments,  (iv) that  transactions  in futures  contracts and
     options shall not be deemed to constitute selling securities short, and (v)
     that the Portfolio may obtain such  short-term  credits as may be necessary
     for the clearance of securities transactions;

3.   purchase  options,  unless the aggregate  premiums paid on all such options
     held by the Portfolio at any time do not exceed 20% of its total assets; or
     sell put options,  if as a result,  the aggregate  value of the obligations
     underlying such put options would exceed 50% of its total assets;

4.   enter into futures contracts or purchase options thereon unless immediately
     after the purchase,  the value of the aggregate initial margin with respect
     to such futures  contracts  entered into on behalf of the Portfolio and the
     premiums paid for such options on futures  contracts  does not exceed 5% of
     the fair market value of the Portfolio's total assets; provided that in the
     case of an  option  that is  in-the-money  at the  time  of  purchase,  the
     in-the-money amount may be excluded in computing the 5% limit; or

5.   make  investments for the purpose of exercising  control over management or
     that would involve  promotion or business  management or that would subject
     the Portfolio to unlimited liability.

If a percentage  restriction  is adhered to at the time of  investment,  a later
increase or decrease in percentage  beyond the specified  limit resulting from a
change in values or net assets will not be considered a violation.

AST AIM International Equity Portfolio:

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

Investment Policies:

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

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

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

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

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

         The Portfolio  will  emphasize  investment in foreign  companies in the
developed countries of Western Europe (such as Germany, France, Switzerland, the
Netherlands and the United  Kingdom) and the Pacific Basin (such as Japan,  Hong
Kong and  Australia),  but the  Portfolio  may also invest in the  securities of
companies located in developing countries (such as Turkey,  Malaysia and Mexico)
in various  regions of the world.  The risks of investment in the equity markets
of developing  countries are described in more detail  immediately  below and in
this Statement under "Certain Risk Factors and Investment Methods."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AST Janus Overseas Growth Portfolio:

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

Investment Policies:

         The portfolio  pursues its  objective by investing  primarily in common
stocks of foreign issuers of any size. The Portfolio  normally  invests at least
65% of its total  assets  in  issuers  from at least  five  different  countries
excluding the United  States.  The Portfolio may invest all of its assets in the
securities of a single open-end management investment company with substantially
the same  fundamental  investment  objectives,  policies and restrictions as the
Portfolio  subject  to  the  prior  approval  of  the  Investment  Manager.  The
Investment  Manager will not approve such investment  unless: (a) the Investment
Manager believes,  on the advice of counsel,  that such investment will not have
an  adverse  effect  on the tax  status of the  annuity  contracts  and/or  life
insurance  policies  supported  by the  separate  accounts of the  Participating
Insurance  Companies  which  purchase  shares of the Trust;  (b) the  Investment
Manager has given prior notice to the Participating  Insurance Companies that it
intends to permit such investment and has determined  whether such Participating
Insurance  Companies intend to redeem any shares and/or discontinue the purchase
of shares because of such investment;  (c) the Trustees have determined that the
fees to be paid by the  Trust  for  administrative,  accounting,  custodial  and
transfer agency services for the Portfolio  subsequent to such an investment are
appropriate,  or the Trustees have approved changes to the agreements  providing
such services to reflect a reduction in fees; (d) the  Sub-advisor has agreed to
reduce  its  fee by the  amount  of any  investment  advisory  fees  paid to the
investment  manager of such  open-end  management  investment  company;  and (e)
shareholder  approval is obtained if required by law. The  Portfolio  will apply
for such  exemptive  relief under the  provisions of the 1940 Act, or other such
relief as may be necessary under the then governing rules and regulations of the
1940 Act, regarding investments in such investment companies.

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

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

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

         Swaps and Swap-Related  Products. The Portfolio may enter into interest
rate swaps, caps and floors on either an asset-based or  liability-based  basis,
depending  upon  whether it is hedging its assets or its  liabilities,  and will
usually  enter into  interest  rate swaps on a net basis (i.e.,  the two payment
streams are netted out, with the Portfolio  receiving or paying, as the case may
be, only the net amount of the two payments).  The net amount of the excess,  if
any, of the Portfolio's  obligations  over its entitlement  with respect to each
interest  rate swap will be calculated on a daily basis and an amount of cash or
high-grade  liquid  assets having an aggregate net asset value at least equal to
the accrued  excess will be maintained in a segregated  account by the custodian
of the  Portfolio.  If the Portfolio  enters into an interest rate swap on other
than a net basis,  it would  maintain a  segregated  account in the full  amount
accrued  on a daily  basis of its  obligations  with  respect  to the swap.  The
Portfolio will not enter into any interest rate swap,  cap or floor  transaction
unless the unsecured senior debt or the claims-paying ability of the other party
thereto is rated in one of the three highest  rating  categories of at least one
nationally  recognized  statistical rating  organization at the time of entering
into such transaction.  The Sub-advisor will monitor the creditworthiness of all
counterparties  on an ongoing basis. If there is a default by the other party to
such a transaction, the Portfolio will have contractual remedies pursuant to the
agreements related to the transaction.

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

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

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

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

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

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

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

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

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

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

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

         Reverse  Repurchase  Agreements.  The  Portfolio may enter into reverse
repurchase  agreements.  The Portfolio will enter into such  agreements  only to
provide  cash to  satisfy  unusually  heavy  redemption  requests  and for other
temporary or emergency  purposes,  rather than to obtain cash to make additional
investments.  While a reverse repurchase agreement is outstanding, the Portfolio
will  maintain  cash and  appropriate  liquid  assets in a segregated  custodial
account to cover its obligation  under the  agreement.  The Portfolio will enter
into reverse  repurchase  agreements  only with parties that  Sub-advisor  deems
creditworthy.  For an additional description of these investment techniques, see
the Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         Investment Policies Which May be Changed Without Shareholder  Approval.
The  following  limitations  are  applicable  to the AST Janus  Overseas  Growth
Portfolio.  These  limitations  are not  "fundamental"  restrictions  and may be
changed by the Trustees without shareholder approval:

1.   The  Portfolio  will not (i) enter into any futures  contracts  and related
     options for purposes other than bona fide hedging  transactions  within the
     meaning of CFTC  regulations  if the aggregate  initial margin and premiums
     required to establish  positions in futures  contracts and related  options
     that do not fall within the  definition  of bona fide hedging  transactions
     will  exceed 5% of the fair  market  value of the  Portfolio's  net assets,
     after taking into account  unrealized  profits and unrealized losses on any
     such  contracts  it has  entered  into;  and (ii)  enter  into any  futures
     contracts if the  aggregate  amount of the  Portfolio's  commitments  under
     outstanding  futures  contracts  positions would exceed the market value of
     its total assets.

2.   The Portfolio does not currently intend to sell securities short, unless it
     owns or has the right to obtain securities equivalent in kind and amount to
     the   securities   sold  short  without  the  payment  of  any   additional
     consideration therefor, and provided that transactions in futures, options,
     swaps and forward contracts are not deemed to constitute selling securities
     short.

3.   The Portfolio does not currently  intend to purchase  securities on margin,
     except  that the  Portfolio  may  obtain  such  short-term  credits  as are
     necessary  for the  clearance of  transactions,  and  provided  that margin
     payments and other  deposits in connection  with  transactions  in futures,
     options,  swaps and  forward  contracts  shall not be deemed to  constitute
     purchasing securities on margin.

4.   The  Portfolio  does not currently  intend to purchase  securities of other
     investment companies, except in compliance with the 1940 Act.

5.   The  Portfolio may not mortgage or pledge any  securities  owned or held by
     the  Portfolio  in  amounts  that  exceed,  in  the  aggregate,  15% of the
     Portfolio's  net asset value,  provided that this limitation does not apply
     to reverse repurchase agreements,  deposits of assets to margin,  guarantee
     positions  in  futures,   options,  swaps  or  forward  contracts,  or  the
     segregation of assets in connection with such contracts.

6.   The Portfolio  does not currently  intend to purchase any security or enter
     into a  repurchase  agreement  if,  as a  result,  more than 15% of its net
     assets would be invested in repurchase  agreements not entitling the holder
     to payment of principal  and interest  within seven days and in  securities
     that are illiquid by virtue of legal or contractual  restrictions on resale
     or  the  absence  of a  readily  available  market.  The  Trustees,  or the
     Sub-advisor  acting  pursuant to authority  delegated by the Trustees,  may
     determine that a readily  available  market exists for securities  eligible
     for resale  pursuant to Rule 144A under the  Securities  Act of 1933 ("Rule
     144A  Securities"),  or any  successor  to  such  rule,  and  Section  4(2)
     commercial  paper.  Accordingly,  such securities may not be subject to the
     foregoing limitation.

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

AST American Century International Growth Portfolio:

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

Investment Policies:

         In general,  within the restrictions outlined herein, the Portfolio has
broad  powers  with  respect  to  investing  funds or holding  them  uninvested.
Investments are varied according to what is judged  advantageous  under changing
economic  conditions.  It will be the  Sub-advisor's  policy to  retain  maximum
flexibility in management without restrictive provisions as to the proportion of
one or another class of securities  that may be held,  subject to the investment
restrictions  described  below.  It is  the  Sub-advisor's  intention  that  the
Portfolio will generally consist of common stocks.  However, the Sub-advisor may
invest the assets of the Portfolio in varying  amounts in other  instruments and
in  senior  securities,   such  as  bonds,  debentures,   preferred  stocks  and
convertible issues, when such a course is deemed appropriate in order to attempt
to attain its financial objective.

         Forward Currency Exchange Contracts. The Portfolio conducts its foreign
currency exchange  transactions  either on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign  currency  exchange  market,  or through entering
into forward currency exchange contracts to purchase or sell foreign currencies.

         The Portfolio expects to use forward contracts under two circumstances:
(1) when the Sub-advisor wishes to "lock in" the U.S. dollar price of a security
when the Portfolio is purchasing or selling a security  denominated in a foreign
currency,  the Portfolio would be able to enter into a forward contract to do so
("transaction  hedging"); (2) when the Sub-advisor believes that the currency of
a particular  foreign country may suffer a substantial  decline against the U.S.
dollar,  the  Portfolio  would be able to enter into a forward  contract to sell
foreign currency for a fixed U.S. dollar amount  approximating the value of some
or all of the Portfolio's  securities  either  denominated in, or whose value is
tied to, such foreign currency ("portfolio hedging").  It's anticipated that the
Fund will enter into  portfolio  hedges much less  frequently  than  transaction
hedges.

         As to transaction  hedging,  when the Portfolio enters into a trade for
the purchase or sale of a security denominated in a foreign currency,  it may be
desirable to establish (lock in) the U.S.  dollar cost or proceeds.  By entering
into  forward  contracts  in U.S.  dollars for the purchase or sale of a foreign
currency involved in an underlying security  transaction,  the Portfolio will be
able to protect  itself  against a possible  loss between  trade and  settlement
dates  resulting  from the adverse change in the  relationship  between the U.S.
dollar and the subject foreign currency.

         Under  portfolio  hedging,  when  the  Sub-advisor  believes  that  the
currency of a particular  country may suffer a substantial  decline  relative to
the U.S. dollar, the Portfolio could enter into a forward contract to sell for a
fixed dollar amount the amount in foreign currencies  approximating the value of
some or all of its portfolio securities either denominated in, or whose value is
tied to, such foreign  currency.  The  Portfolio  will place cash or  high-grade
liquid  securities  in a  separate  account  with  its  custodian  in an  amount
sufficient  to cover its  obligation  under the contract  entered into under the
second  circumstance.  If the value of the  securities  placed  in the  separate
account declines, additional cash or securities will be placed in the account on
a daily  basis so that  the  value  of the  account  equals  the  amount  of the
Portfolio's  commitments  with respect to such contracts.  At any given time, no
more  than 10% of the  Portfolio's  assets  will be  committed  to a  segregated
account in connection with portfolio hedging transactions.

         The precise matching of forward  contracts in the amounts and values of
securities  involved  would not generally be possible since the future values of
such foreign  currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures.  Predicting  short-term  currency  market  movements is
extremely difficult, and the successful execution of short-term hedging strategy
is highly  uncertain.  Normally,  consideration  of the  prospect  for  currency
parities will be incorporated into the long-term  investment decisions made with
respect to overall diversification strategies. However, the Sub-advisor believes
that it is important to have  flexibility  to enter into such forward  contracts
when it determines that the Portfolio's best interests may be served.

         Generally,  the Portfolio will not enter into a forward contract with a
term of greater  than one year.  At the  maturity of the forward  contract,  the
Portfolio  may either  sell the  portfolio  security  and make  delivery  of the
foreign currency,  or it may retain the security and terminate the obligation to
deliver the foreign currency by purchasing an "offsetting" forward contract with
the same  currency  trader  obligating  the  Portfolio to purchase,  on the same
maturity date, the same amount of the foreign currency.

         It is impossible  to forecast with absolute  precision the market value
of portfolio securities at the expiration of the forward contract.  Accordingly,
it may be necessary for the Portfolio to purchase additional foreign currency on
the spot market (and bear the expense of such  purchase)  if the market value of
the  security  is less than the  amount of foreign  currency  the  Portfolio  is
obligated  to deliver  and if a decision is made to sell the  security  and make
delivery of the foreign  currency the Portfolio is obligated to deliver.  For an
additional  discussion  of forward  currency  exchange  contracts  and the risks
involved therein,  see this Statement and the Trust's  Prospectus under "Certain
Risk Factors and Investment Methods."

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

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

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

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

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

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

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

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

         Futures and Options.  The Portfolio  may enter into futures  contracts,
options or options on futures contracts.  The Portfolio may not, however,  enter
into  a  futures  transaction  for  speculative  purposes.   Generally,  futures
transactions will be used to:

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

o    protect  against the risk of an increase in market value for  securities in
     which the Portfolio  generally  invests at a time when the Portfolio is not
     fully-invested (taking a long futures position), or

o    provide a temporary  substitute for the purchase of an individual  security
     that may be purchased in an orderly fashion.

Some futures and options  strategies,  such as selling futures,  buying puts and
writing calls,  hedge the Portfolio's  investments  against price  fluctuations.
Other strategies, such as buying futures, writing puts and buying calls, tend to
increase market exposure.

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

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

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

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

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

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

         Investments in Companies with Limited Operating History.  The Portfolio
may invest in the  securities of issuers with limiting  operating  history.  The
Sub-advisor  considers  an issuer to have a limited  operating  history  if that
issuer has a record of less than three years of continuous operation.

         Investments in securities of issuers with limited operating history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the  Portfolio.  In addition,  financial and other  information  regarding  such
issuers, when available, may be incomplete or inaccurate.

         The  Portfolio  will not invest more than 5% of its total assets in the
securities  of  issuers  with  less than a  three-year  operating  history.  The
Sub-advisor   will   consider   periods   of  capital   formation,   incubation,
consolidation,  and research and development in determining whether a particular
issuer has a record of three years of continuous operation.

         Short Sales. The Portfolio may engage in short sales if, at the time of
the short sale,  the Portfolio  owns or has the right to acquire an equal amount
of the security being sold short at no additional cost.

         In a short sale, the seller does not immediately deliver the securities
sold and is said to have a short  position in those  securities  until  delivery
occurs.  To make delivery to the  purchaser,  the executing  broker  borrows the
securities being sold short on behalf of the seller. While the short position is
maintained,  the seller  collateralizes its obligation to deliver the securities
sold  short in an  amount  equal  to the  proceeds  of the  short  sale  plus an
additional  margin amount  established  by the Board of Governors of the Federal
Reserve. If the Portfolio engages in a short sale the collateral account will be
maintained  by the  Portfolio's  custodian.  While  the  short  sale is open the
Portfolio  will  maintain  in  a  segregated  custodial  account  an  amount  of
securities convertible into or exchangeable for such equivalent securities at no
additional   cost.  These  securities  would  constitute  the  Portfolio's  long
position.

         If the Portfolio sells short  securities that it owns, any future gains
or losses in the  Portfolio's  long position should be reduced by a gain or loss
in the short  position.  The extent to which  such  gains or losses are  reduced
would depend upon the amount of the security  sold short  relative to the amount
the  Portfolio  owns.  There  will  be  certain  additional   transaction  costs
associated  with short sales,  but the  Portfolio  will endeavor to offset these
costs with income from the investment of the cash proceeds of short sales.

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

         Portfolio  Turnover.  The Sub-advisor will purchase and sell securities
without  regard  to  the  length  of  time  the  security  has  been  held  and,
accordingly,  it can be  expected  that the rate of  portfolio  turnover  may be
substantial.

         The  Sub-advisor  intends to  purchase a given  security  whenever  the
Sub-advisor  believes  it  will  contribute  to  the  stated  objective  of  the
Portfolio,  even if the same security has only recently been sold. The Portfolio
will sell a given security,  no matter for how long or for how short a period it
has been held,  and no matter whether the sale is at a gain or at a loss, if the
Sub-advisor  believes that such security is not fulfilling  its purpose,  either
because,   among  other  things,  it  did  not  live  up  to  the  Sub-advisor's
expectations,  or because  it may be  replaced  with  another  security  holding
greater promise, or because it has reached its optimum potential,  or because of
a change in the circumstances of a particular  company or industry or in general
economic conditions, or because of some combination of such reasons.

         When a general decline in security prices is anticipated, the Portfolio
may  decrease or eliminate  entirely  its equity  position and increase its cash
position,  and when a rise in price levels is  anticipated,  the  Portfolio  may
increase its equity position and decrease its cash position.  However, it should
be expected that the Portfolio will,  under most  circumstances,  be essentially
fully invested in equity securities.

         Since investment decisions are based on the anticipated contribution of
the security in question to the  Portfolio's  objectives,  the rate of portfolio
turnover is  irrelevant  when the  Sub-advisor  believes a change is in order to
achieve those  objectives,  and the Portfolio's  annual portfolio  turnover rate
cannot be anticipated and may be comparatively  high. Since the Sub-advisor does
not take portfolio  turnover rate into account in making  investment  decisions,
(1) the  Sub-advisor  has no intention of  accomplishing  any particular rate of
portfolio  turnover,  whether high or low, and (2) the portfolio  turnover rates
should not be considered as a representation  of the rates that will be attained
in the future.

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

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

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

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

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

5.   Invest for control or for management.

AST American Century International Growth Portfolio II:

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

Investment Policies:

         The investment  policies of the Portfolio are identical in all material
respects to those of the AST American Century  International Growth Portfolio as
described above.

AST MFS Global Equity Portfolio:

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

Investment Policies:

     U.S.  Government  Securities.  The Portfolio may invest in U.S.  Government
securities including (i) U.S. Treasury  obligations,  all of which are backed by
the full  faith and  credit  of the U.S.  Government  and (ii)  U.S.  Government
securities,  some of which are  backed by the full  faith and credit of the U.S.
Treasury,  e.g.,  direct  pass-through  certificates of the Government  National
Mortgage  Association  ("GNMA");  some of which are backed only by the credit of
the issuer itself, e.g.,  obligations of the Student Loan Marketing Association;
and some of which  are  supported  by the  discretionary  authority  of the U.S.
Government  to purchase  the  agency's  obligations,  e.g.,  obligations  of the
Federal National Mortgage Association ("FNMA").

     U.S. Government securities also include interest in trust or other entities
representing  interests in obligations that are issued or guaranteed by the U.S.
Government, its agencies, authorities or instrumentalities.

         Equity  Securities.  The  Portfolio  may  invest in all types of equity
securities,  including  the  following:  common  stocks,  preferred  stocks  and
preference  stocks;  securities  such as  bonds,  warrants  or  rights  that are
convertible into stocks;  and depository  receipts for those  securities.  These
securities   may  be  listed  on   securities   exchanges,   traded  in  various
over-the-counter markets or have no organized market.

         Foreign Securities.  The Portfolio may invest in dollar-denominated and
non-dollar  denominated foreign  securities.  Investing in securities of foreign
issuers  generally  involves risks not ordinarily  associated  with investing in
securities  of  domestic  issuers.  For a  discussion  of the risks  involved in
foreign securities, see this Statement and the Trust's Prospectus under "Certain
Risk Factors and Investment Methods."

         Depository  Receipts.  The Portfolio may invest in American  Depository
Receipts  ("ADRs"),  Global  Depository  Receipts  ("GDRs")  and other  types of
depository receipts. ADRs are certificates by a U.S. depository (usually a bank)
and represent a specified quantity of shares of an underlying non-U.S.  stock on
deposit with a custodian bank as collateral.  GDRs and other types of depository
receipts are typically  issued by foreign banks or trust  companies and evidence
ownership of underlying securities issued by either a foreign or a U.S. company.
For the purposes of the Portfolio's policy to invest a certain percentage of its
assets in foreign securities, the investments of the Portfolio in ADRs, GDRs and
other  types  of  depository  receipts  are  deemed  to be  investments  in  the
underlying securities.

         ADRs may be sponsored or  unsponsored.  A sponsored  ADR is issued by a
depository which has an exclusive relationship with the issuer of the underlying
security.  An unsponsored ADR may be issued by any number of U.S.  depositories.
Under the terms of most sponsored arrangements, depositories agree to distribute
notices  of  shareholder  meetings  and  voting  instructions,  and  to  provide
shareholder  communications  and other  information  to the ADR  holders  at the
request  of the  issuer  of  the  deposited  securities.  The  depository  of an
unsponsored  ADR,  on the  other  hand,  is under no  obligation  to  distribute
shareholder  communications received from the issuer of the deposited securities
or to pass  through  voting  rights to ADR  holders in respect of the  deposited
securities.  The Portfolio  may invest in either type of ADR.  Although the U.S.
investor  holds a  substitute  receipt of  ownership  rather than  direct  stock
certificates,  the use of the depository receipts in the United Sates can reduce
costs and delays as well as potential currency exchange and other  difficulties.
The  Portfolio may purchase  securities in local markets and direct  delivery of
these  shares  to the  local  depositary  of an ADR  agent  bank in the  foreign
country.  Simultaneously,  the ADR agents create a certificate  which settles at
the Portfolio's custodian in five days. The Portfolio may also execute trades on
the  U.S.  markets  using  existing  ADRs.  A  foreign  issuer  of the  security
underlying an ADR is generally not subject to the same reporting requirements in
the United States as a domestic issuer. Accordingly,  information available to a
U.S.  investor will be limited to the information the foreign issuer is required
to  disclose  in its  country  and the  market  value of an ADR may not  reflect
undisclosed  material  information  concerning  the  issuer  of  the  underlying
security.  ADRs may also be subject  to  exchange  rate risks if the  underlying
foreign securities are denominated in a foreign currency.

     Emerging  Markets.  The Portfolio  may invest in securities of  government,
government-related,  supranational  and  corporate  issuers  located in emerging
markets. Such investments entail significant risks as described below.

         Company  Debt.  Governments  of many  emerging  market  countries  have
exercised and continue to exercise  substantial  influence  over many aspects of
the private sector through the ownership or control of many companies, including
some of the largest in any given country. As a result, government actions in the
future  could have a  significant  effect on  economic  conditions  in  emerging
markets,  which in turn, may adversely  affect  companies in the private sector,
general market  conditions and prices and yields of certain of the securities in
the    Portfolio's    portfolio.    Expropriation,     confiscatory    taxation,
nationalization,  political,  economic or social  instability  or other  similar
developments  have  occurred  frequently  over the  history of certain  emerging
markets  and  could  adversely  affect  the  Portfolio's   assets  should  these
conditions recur.

         Foreign  currencies.  Some emerging  market  countries may have managed
currencies,  which are not free floating against the U.S.  dollar.  In addition,
there is risk that  certain  emerging  market  countries  may  restrict the free
conversion of their currencies into other currencies.  Further, certain emerging
market currencies may not be internationally traded. Certain of these currencies
have  experienced  a  steep  devaluation   relative  to  the  U.S.  dollar.  Any
devaluations in the currencies in which a Portfolio's  portfolio  securities are
denominated may have a detrimental impact on the Portfolio's net asset value.

         Inflation.  Many emerging markets have experienced substantial,  and in
some periods  extremely high,  rates of inflation for many years.  Inflation and
rapid  fluctuations in inflation rates have had and may continue to have adverse
effects on the  economies  and  securities  markets of certain  emerging  market
countries. In an attempt to control inflation, wage and price controls have been
imposed in certain  countries.  Of these countries,  some, in recent years, have
begun to control inflation through prudent economic policies.

         Liquidity; Trading Volume; Regulatory Oversight. The securities markets
of emerging market countries are  substantially  smaller,  less developed,  less
liquid  and  more  volatile  than  the  major  securities  markets  in the  U.S.
Disclosure  and  regulatory  standards are in many respects less  stringent than
U.S.  standards.  Furthermore  ,  there  is a  lower  level  of  monitoring  and
regulation of the markets and the activities of investors in such markets.

         The limited size of many emerging market securities markets and limited
trading volume in the securities of emerging  market issuers  compared to volume
of trading in the  securities  of U.S.  issuers could cause prices to be erratic
for reasons apart from factors that affect the soundness and  competitiveness of
the securities issuers. For example,  limited market size may cause prices to be
unduly influenced by traders who control large positions.  Adverse publicity and
investors'  perceptions,  whether or not based on in-depth fundamental analysis,
may decrease the value and liquidity of portfolio securities.

         The risk also exists that an emergency  situations  may arise in one or
more emerging  markets,  as a result of which trading of securities may cease or
may be substantially curtailed and prices for the Portfolio's securities in such
markets may not be readily  available.  The Portfolio may suspend  redemption of
its shares for any period during which an emergency exists, as determined by the
SEC. If market prices are not readily available,  the Portfolio's  securities in
the affected markets will be valued at fair value determined in good faith by or
under the direction of the Board of Directors.

         Withholding.  Income from  securities  held by the  Portfolio  could be
reduced  by a  withholding  tax on the  source  or other  taxes  imposed  by the
emerging  market  countries in which the Portfolio  makes its  investments.  The
Portfolio's  net asset  value may also be  affected  by  changes in the rates or
methods of  taxation  applicable  to the  Portfolio  or to entities in which the
Portfolio has invested.  The Sub-advisor  will consider the cost of any taxes in
determining  whether to acquire any particular  investments,  but can provide no
assurance that the taxes will not be subject to change.

         Forward  Contracts.  The  Portfolio  may enter into  contracts  for the
purchase or sale of a specific  currency at a future date at a price at the time
the contract is entered into (a "Forward Contract"), for hedging purposes (e.g.,
to protect its current or intended  investments  from  fluctuations  in currency
exchange rates) as well as for non-hedging purposes.

         The  Portfolio  does not  presently  intend to hold  Forward  Contracts
entered  into until  maturity,  at which time it would be required to deliver or
accept delivery of the underlying  currency,  but will seek in most instances to
close out positions in such Contracts by entering into offsetting  transactions,
which will serve to fix the  Portfolio's  profit or loss based upon the value of
the Contracts at the time the offsetting transactions is executed.

         The Portfolio will also enter into  transactions  in Forward  Contracts
for other than hedging  purposes,  which presents  greater profit  potential but
also involves  increased  risk. For example,  the Portfolio may purchase a given
foreign  currency  through  a  Forward  Contract  if,  in the  judgement  of the
Sub-advisor, the value of such currency is expected to rise relative to the U.S.
dollar.  Conversely,  the  Portfolio  may sell the  currency  through  a Forward
Contract if the Sub-advisor believes that its value will decline relative to the
dollar.

         For an additional  discussion of Forward  Contracts see this  Statement
and the Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         Futures  Contracts.   The  Portfolio  may  purchase  and  sell  futures
contracts ("Future  Contracts") on stock indices,  foreign currencies,  interest
rates or interest-rate  related  instruments,  indices or foreign  currencies or
commodities.  The  Portfolio  also may purchase  and sell  Futures  Contracts on
foreign or  domestic  fixed  income  securities  or  indices of such  securities
including  municipal  bond indices and any other  indices of foreign or domestic
fixed income  securities that may become available for trading.  Such investment
strategies  will be used for  hedging  purposes  and for  non-hedging  purposes,
subject to applicable law.

         Futures  Contracts  differ  from  options  in that  they are  bilateral
agreements, with both the purchaser and the seller equally obligated to complete
the  transaction.  Futures  Contracts call for settlement only on the expiration
date and cannot be exercised at any other time during their term.

         Purchases or sales of stock index futures contracts are used to attempt
to protect the  Portfolio's  current or intended  stock  investments  from broad
fluctuations  in stock prices.  For example,  the Portfolio may sell stock index
futures  contracts in  anticipations  of or during market  decline to attempt to
offset the decrease in market value of the Portfolio's securities portfolio that
might otherwise result.  If such decline occurs,  the loss in value of portfolio
securities may be offset, in whole or in part, by gains on the futures position.
When  the  Portfolio  is  not  fully  invested  in  the  securities  market  and
anticipates a significant market advance, it may purchase stock index futures in
order to gain  rapid  market  exposure  that may,  in part or  entirely,  offset
increases in the cost of securities that the Portfolio  intends to purchase.  As
such  purchases  are made,  the  corresponding  positions in stock index futures
contracts will be closed out. In a substantial  majority of these  transactions,
the Portfolio  will purchase such  securities  upon  termination  of the futures
position,  but under unusual market  conditions,  a long futures position may be
terminated without a related purchase of securities.

         The Portfolio may purchase and sell foreign currency futures  contracts
for hedging purposes,  to attempt to protect its current or intended investments
from fluctuations in currency exchange rates. Such fluctuations could reduce the
dollar value of  portfolio  securities  denominated  in foreign  currencies,  or
increase  the dollar cost of  foreign-denominated  securities,  or increase  the
dollar cost of foreign-denominated  securities to be acquired, even if the value
of such  securities  in the  currencies  in which they are  denominated  remains
constant.  The Portfolio may sell futures contracts on a foreign  currency,  for
example,  where  it  holds  securities  denominated  in  such  currency  and  it
anticipates a decline in the value of such currency  relative to the dollar.  In
the event such decline  occurs,  the  resulting  adverse  effect on the value of
foreign-denominated  securities may be offset,  in whole or in part, by gains on
the futures contracts.

         Conversely,  the Portfolio  could protect  against a rise in the dollar
cost of  foreign-denominated  securities  to be acquired by  purchasing  futures
contracts on the relevant security, which could offset, in whole or in part, the
increased cost of such securities resulting from the rise in the dollar value of
the underlying currencies. Where the Portfolio purchases futures contracts under
such circumstances, however, and the prices of securities to be acquired instead
decline,  the Portfolio will sustain losses on its futures  position which could
reduce or eliminate the benefits of the reduced cost of portfolio  securities to
be acquired.

         For further information on Futures Contracts,  see this Statement under
"Certain Risk Factors and Investment Methods."

         Investment in Other Investment  Companies.  The Portfolio may invest in
other investment  companies,  including both open-end and closed-end  companies.
Investments  in  closed-end  investment  companies  may  involve  the payment of
substantial  premiums above the value of such  investment  companies'  portfolio
securities.

     Options. The Portfolio may invest in the following types of options,  which
involves the risks described below under the caption "Risk Factors."

         Options on Foreign  Currencies.  The  Portfolio  may purchase and write
options on foreign  currencies for hedging and non-hedging  purposes in a manner
similar to that in which  Futures  Contracts on foreign  currencies,  or Forward
Contracts,  will be utilized. For example, where a rise in the dollar value of a
currency  in which  securities  to be acquired  are  denominated  is  projected,
thereby increasing the cost of such securities,  the Portfolio may purchase call
options thereon.  The purchase of such options could offset, at least partially,
the effect of the adverse movements in exchange rates.

         Similarly,  instead of  purchasing  a call  option to hedge  against an
anticipated  increase  in the dollar  cost of  securities  to be  acquired,  the
Portfolio could write a put option on the relevant currency which, if rates move
in the manner  projected,  will expire  unexercised  and allow the  Portfolio to
hedge such  increased  cost up to the amount of the  premium.  Foreign  currency
options  written by the Portfolio  will generally be covered in a manner similar
to the covering of other types of options.

         Options on Futures Contracts. The Portfolio may also purchase and write
options  to buy or sell  those  Futures  Contracts  in  which it may  invest  as
described above under "Futures  Contracts."  Such investment  strategies will be
used for hedging  purposes and for non-hedging  purposes,  subject to applicable
law.

         Options on Futures  Contracts  that are  written  or  purchased  by the
Portfolio  on U.S.  Exchanges  are  traded  on the same  contract  market as the
underlying  Futures Contract,  and, like Futures  Contracts,  are subject to the
regulation  by  the  CFTC  and  the   performance   guarantee  of  the  exchange
clearinghouse.  In  addition,  Options  on  Futures  Contracts  may be traded on
foreign  exchanges.  The  Portfolio  may cover the  writing  of call  Options on
Futures Contracts (a) through purchases of the underlying Futures Contract,  (b)
through  ownership  of the  instrument,  or  instruments  included in the index,
underlying  the  Futures  Contract,  or (c) through the holding of a call on the
same Futures Contract and in the same principal amount as the call written where
the  exercise  price of the call held (i) is equal to or less than the  exercise
price of the call written or (ii) is greater than the exercise price of the call
written if the  Portfolio  owns  liquid  and  unencumbered  assets  equal to the
difference.  The  Portfolio  may cover the  writing  of put  Options  on Futures
Contracts (a) through sales of the underlying Futures Contract,  (b) through the
ownership of liquid and  unencumbered  assets equal to the value of the security
or index underlying the Futures Contract, or (c) through the holding of a put on
the same Futures  Contract and in the same  principal  amount as the put written
where the  exercise  price of the put held (i) is equal to or  greater  than the
exercise  price of the put written or where the  exercise  price of the put held
(ii) is less than the exercise  price of the put written if the  Portfolio  owns
liquid and unencumbered assets equal to the difference.  Put and call Options on
Futures  Contracts  may  also be  covered  in  such  other  manner  as may be in
accordance  with the rules of the  exchange  on which the  option is traded  and
applicable laws and regulations. Upon the exercise of a call Option on a Futures
Contract  written by the  Portfolio,  the Portfolio will be required to sell the
underlying  Futures  Contract which, if the Portfolio has covered its obligation
through  the  purchase of such  Contract,  will serve to  liquidate  its futures
position.  Similarly,  where a put Option on a Futures  Contract  written by the
Portfolio  is  exercised,  the  Portfolio  will  be  required  to  purchase  the
underlying  Futures  Contract which, if the Portfolio has covered its obligation
through the sale of such Contract, will close out its futures position.

         Depending on the degree of correlation  between changes in the value of
its portfolio  securities and the changes in the value of its futures positions,
the Portfolio's  losses from existing  Options on Futures  Contracts may to some
extent be reduced or increased by changes in the value of portfolio securities.

     Options on Securities.  The Portfolio may write (sell) covered put and call
options, and purchase put and call options, on securities.

         A call option  written by the  Portfolio is "covered" if the  Portfolio
owns the security  underlying the call or has an absolute and immediate right to
acquire that security without  additional cash  consideration (or for additional
cash consideration if the Portfolio owns liquid and unencumbered assets equal to
the  amount  of  cash  consideration)  upon  conversion  or  exchange  of  other
securities held in its portfolio. A call option is also covered if the Portfolio
holds a call on the same security and in the same  principal  amount as the call
written  where the exercise  price of the call held (a) is equal to or less than
the exercise price of the call written or (b) is greater than the exercise price
of the call written if the Portfolio owns liquid and  unencumbered  assets equal
to the difference. If the portfolio writes a put option it must segregate liquid
and unencumbered  assets with a value equal to the exercise price, or else holds
a put on the same security and in the same  principal  amount as the put written
where  the  exercise  price  of the put held is  equal  to or  greater  than the
exercise price of the put written or where the exercise price of the put held is
less than the exercise price of the put written if the Portfolio owns liquid and
unencumbered assets equal to the difference. Put and call options written by the
Portfolio may also be covered in such other manner as may be in accordance  with
the requirements of the exchange on which, or the  counterparty  with which, the
option is traded, and applicable laws and regulations.

         Effecting a closing  transaction  in the case of a written  call option
will  permit  the  Portfolio  to write  another  call  option on the  underlying
security with either a different  exercise price or expiration  date or both, or
in the case of a written put option will permit the  Portfolio to write  another
put option to the extent that the Portfolio owns liquid and unencumbered assets.
Such transactions  permit the Portfolio to generate  additional  premium income,
which will  partially  offset  declines in the value of portfolio  securities or
increases in the cost of  securities to be acquired.  Also,  effecting a closing
transaction  will permit the cash or proceeds  from the  concurrent  sale of any
securities  subject  to the  option  to be used  for  other  investments  of the
Portfolio,  provided that another option on such security is not written. If the
Portfolio  desires to sell a particular  security from its portfolio on which it
has written a call option,  it will effect a closing  transaction  in connection
with the option prior to or concurrent with the sale of the security.

         The  Portfolio  may write  options  in  connection  with  buy-and-write
transactions;  that is, the  Portfolio  may purchase a security and then write a
call option  against that  security.  The exercise  price of the call option the
Portfolio  determines to write will depend upon the expected  price  movement of
the  underlying  security.  The  exercise  price of a call  option  may be below
("in-the-money"),  equal to ("at-the-money") or above  ("out-of-the-money")  the
current  value of the  underlying  security  at the time the option is  written.
Buy-and-write  transactions  using in-the-money call options may be used when it
is expected that the price of the  underlying  security will decline  moderately
during the option period. Buy-and-write transactions using out-of-the-money call
options may be used when it is expected that the premiums  received from writing
the call  option plus the  appreciation  in the market  price of the  underlying
security up to the exercise price will be greater than the  appreciation  in the
price of the  underlying  security  alone.  If the call options are exercised in
such transactions,  the Portfolio's maximum gain will be the premium received by
it for writing the  option,  adjusted  upwards or  downwards  by the  difference
between the  Portfolio's  purchase price of the security and the exercise price,
less related  transaction  costs. If the options are not exercised and the price
of the underlying  security declines,  the amount of such decline will be offset
in part, or entirely, by the premium received.

         The writing of covered  put options is similar in terms of  risk/return
characteristics  to  buy-and-write  transactions.  If the  market  price  or the
underlying  security  rises or otherwise is above the  exercise  price,  the put
option will expire  worthless  and the  Portfolio's  gain will be limited to the
premium  received,  less related  transaction  costs. If the market price of the
underlying  security  declines or  otherwise is below the  exercise  price,  the
Portfolio  may elect to close the  position  or retain  the  option  until it is
exercised,  at which time the Portfolio will be required to take delivery of the
security  at the  exercise  price;  the  Portfolio's  return will be the premium
received  from the put option  minus the amount by which the market price of the
security  is  below  the  exercise   price,   which  could  result  in  a  loss.
Out-of-the-money,  at-the-money  and in-the-money put options may be used by the
Portfolio  in the  same  market  environments  that  call  options  are  used in
equivalent buy-and-write transactions.

         The  Portfolio may also write  combinations  of put and call options on
the same  security,  known as  "straddles"  with the  same  exercise  price  and
expiration date. By writing a straddle,  the Portfolio undertakes a simultaneous
obligation  to sell and purchase the same  security in the event that one of the
options  is  exercised.   If  the  price  of  the  security  subsequently  rises
sufficiently  above the  exercise  price to cover the amount of the  premium and
transaction  costs,  the call will likely be exercised and the Portfolio will be
required to sell the underlying  security at a below market price. This loss may
be offset, however, in whole or in part, by the premiums received on the writing
of the two  options.  Conversely,  if the price of the  security  declines  by a
sufficient  amount,  the put will likely be exercised.  The writing of straddles
will  likely be  effective,  therefore,  only  where  the price of the  security
remains stable and neither the call nor the put is exercised. In those instances
where one of the options is  exercised,  the loss on the purchase or sale of the
underlying security may exceed the amount of the premiums received.

         The  writing of options on  securities  will not be  undertaken  by the
Portfolio solely for hedging purposes, and could involve certain risks which are
not present in the case of hedging  transactions.  Moreover,  even where options
are written for hedging purposes,  such  transactions  constitute only a partial
hedge against declines in the value of portfolio securities or against increases
in the value of securities to be acquired,  up to the amount of the premium. The
Portfolio  may also  purchase  options for hedging  purposes or to increase  its
return.

         The  Portfolio  may also  purchase  call  options  to hedge  against an
increase in the price of securities that the Portfolio anticipates purchasing in
the future.  If such increase occurs,  the call option will permit the Portfolio
to purchase the securities at the exercise price, or to close out the options at
a profit.

         Options on Stock  Indices.  The Portfolio may write (sell) covered call
and put  options  and  purchase  call  and put  options  on stock  indices.  The
Portfolio may cover  written call options on stock indices by owning  securities
whose price  changes,  in the  opinion of the  Sub-advisor,  are  expected to be
similar to those of the underlying index, or by having an absolute and immediate
right to acquire such securities  without  additional cash consideration (or for
additional  cash  consideration  if the Portfolio  owns liquid and  unencumbered
assets equal to the amount of cash consideration) upon conversion or exchange of
other securities in its portfolio.  The Portfolio may also cover call options on
stock  indices  by  holding a call on the same  index and in the same  principal
amount  as the call  written  where the  exercise  price of the call held (a) is
equal to or less than the  exercise  price of the call written or (b) is greater
than the  exercise  price of the call  written if the  Portfolio  own liquid and
unencumbered assets equal to the difference. If the Portfolio writes put options
on stock indices,  it must segregate liquid and unencumbered assets with a value
equal to the  exercise  price,  or hold a put on the same stock index and in the
same  principal  amount as the put written  where the exercise  price of the put
held (a) is equal to or greater  than the  exercise  price of the put written or
(b) is less than the  exercise  price of the put written if the  Portfolio  owns
liquid and unencumbered assets equal to the difference.  Put and call options on
stock  indices may also be covered in such other manner as may be in  accordance
with the rules of the exchange on which,  or the  counterparty  with which,  the
option is traded and applicable laws and regulations.

         The  purchase  of call  options  on  stock  indices  may be used by the
Portfolio to attempt to reduce the risk of missing a broad market advance, or an
advance in an industry or market  segment,  at a time when the  Portfolio  holds
uninvested  cash  or  short-term  debt  securities  awaiting  investment.   When
purchasing call options for this purpose,  the Portfolio will also bear the risk
of losing  all or a portion of the  premium  paid it the value of the index does
not rise.  The purchase of call options on stock  indices when the  Portfolio is
substantially  fully  invested  is a form of  leverage,  up to the amount of the
premium  and  related  transaction  costs,  and  involves  risks  of loss and of
increased volatility similar to those involved in purchasing calls on securities
the Portfolio owns.

         The index underlying a stock index option may be a "broad-based" index,
such as the Standard & Poor's 500 Index or the New York Stock Exchange Composite
Index,  the changes in value of which  ordinarily will reflect  movements in the
stock market in general.  In contrast,  certain options may be based on narrower
market  indices,  such as the  Standard  & Poor's  100  Index,  or on indices of
securities  of  particular  industry  groups,  such as  those  of oil and gas or
technology  companies.  A stock  index  assigns  relative  values to the  stocks
included in the index and the index fluctuates with changes in the market values
of the stocks so included. The composition of the index is changed periodically.

         For an  additional  discussion  of options,  see this  Statement  under
"Certain Risk Factors and Investment Methods."

         Special Risk Factors.

         Risk  of  Imperfect   Correlation  of  Hedging   Instruments  with  the
Portfolio's Portfolio. The use of derivatives for "cross hedging" purposes (such
as a transaction  in a Forward  Contract on one currency to hedge  exposure to a
different  currency) may involve greater  correlation risks.  Consequently,  the
Portfolio bears the risk that the price of the portfolio securities being hedged
will  not  move in the same  amount  or  direction  as the  underlying  index or
obligation.

         It should be noted that stock index futures  contracts or options based
upon a narrower  index of  securities,  such as those of a  particular  industry
group,  may present greater risk than options or futures based on a broad market
index.  This is due to the fact that a  narrower  index is more  susceptible  to
rapid and  extreme  fluctuations  as a result of changes in the value of a small
number of securities. Nevertheless, where the Portfolio enters into transactions
in options or futures on narrowly-based indices for hedging purposes,  movements
in the value of the index should, if the hedge is successful,  correlate closely
with the portion of the Portfolio's portfolio or the intended acquisitions being
hedged.

         The trading of derivatives for hedging  purposes entails the additional
risk of imperfect  correlation  between movements in the price of the derivative
and the price of the underlying  index or  obligation.  The  anticipated  spread
between the prices may be distorted  due to the  difference in the nature of the
markets  such as  differences  in margin  requirements,  the  liquidity  of such
markets and the participation of speculators in the derivatives markets. In this
regard,  trading by  speculators  in  derivatives  has in the past  occasionally
resulted in market distortions, which may be difficult or impossible to predict,
particularly near the expiration of such instruments.

         The trading of Options on Futures  Contracts also entails the risk that
changes  in the  value of the  underlying  Futures  Contracts  will not be fully
reflected  in the  value  of the  option.  The  risk of  imperfect  correlation,
however,  generally  tends  to  diminish  as the  maturity  date of the  Futures
Contract or expiration date of the option approaches.

         Further,  with  respect  to  options  on  securities,  options on stock
indices,  options on currencies and Options on Futures Contracts,  the Portfolio
is subject to the risk of market  movements  between the time that the option is
exercised and the time of performance thereunder. This could increase the extent
of any loss suffered by the Portfolio in connection with such transactions.

         In  writing  a covered  call  option on a  security,  index or  futures
contract,  the  Portfolio  also incurs the risk that changes in the value of the
instruments  used to cover the position will not correlate  closely with changes
in the value of the option or underlying index or instrument. For example, where
the Portfolio covers a call option written on a stock index through  segregation
of securities,  such securities may not match the composition of the index,  and
the  Portfolio may not be fully  covered.  As a result,  the Portfolio  could be
subject to risk of loss in the event of adverse market movements.

         Risks of Non-Hedging Transactions. The Portfolio may enter transactions
in derivatives for non-hedging purposes as well as hedging purposes. Non-hedging
transactions in such instruments  involve greater risks and may result in losses
which may not be offset by  increases in the value of  portfolio  securities  or
declines in the cost of securities to be acquired.  Nevertheless,  the method of
covering an option  employed by the  Portfolio  may not fully protect it against
risk of loss and, in any event,  the Portfolio could suffer losses on the option
position  which  might not be  offset  by  corresponding  portfolio  gains.  The
Portfolio  may also  enter  into  futures,  Forward  Contracts  for  non-hedging
purposes.  For example,  the Portfolio  may enter into such a transaction  as an
alternative  to  purchasing  or selling the  underlying  instrument or to obtain
desired exposure to an index or market. In such instances, the Portfolio will be
exposed to the same  economic  risks  incurred  in  purchasing  or  selling  the
underlying instrument or instruments.  However, transactions in futures, Forward
Contracts may be leveraged,  which could expose the Portfolio to greater risk of
loss than such purchases or sales. Entering into transactions in derivatives for
other  than  hedging  purposes,   therefore,   could  expose  the  Portfolio  to
significant  risk of loss if the  prices,  rates  or  values  of the  underlying
instruments  or  indices  do  not  move  in  the  direction  or  to  the  extent
anticipated.

         With respect to the writing of straddles on  securities,  the Portfolio
incurs  the risk  that the  price of the  underlying  security  will not  remain
stable, that one of the options written will be exercised and that the resulting
loss  will  not  be  offset  by  the  amount  of  the  premiums  received.  Such
transactions, therefore, create an opportunity for increased return by providing
the Portfolio with two simultaneous  premiums on the same security,  but involve
additional  risk,  since the Portfolio may have an option  exercised  against it
regardless of whether the price of the security increases or decreases.

         Risk of a  Potential  Lack  of a  Liquid  Secondary  Market.  Prior  to
exercise or expiration,  a futures or option  position can only be terminated by
entering into a closing purchase or sale transaction.  In that event, it may not
be possible to close out a position  held by the  Portfolio,  and the  Portfolio
could be required to purchase or sell the instrument  underlying an option, make
or receive a cash  settlement  or meet ongoing  variation  margin  requirements.
Under such  circumstances,  if the Portfolio has insufficient  cash available to
meet margin requirements, it will be necessary to liquidate portfolio securities
or other assets at a time when it is  disadvantageous to do so. The inability to
close out options and futures positions, therefore, could have an adverse impact
on the Portfolio's ability effectively to hedge its portfolio,  and could result
in trading losses.

         The trading of Futures  Contracts  and  options is also  subject to the
risk  of  trading  halts,  suspensions,   exchange  or  clearinghouse  equipment
failures,   government   intervention,   insolvency  of  a  brokerage   firm  or
clearinghouse or other  disruptions of normal trading  activity,  which could at
times make it difficult or  impossible  to  liquidate  existing  positions or to
recover excess variation margin payments.

         Potential  Bankruptcy of a Clearinghouse or Broker.  When the Portfolio
enters into transactions in exchange-traded futures or options, it is exposed to
the risk of the potential  bankruptcy of the relevant exchange  clearinghouse or
the broker  through which the Portfolio  has effected the  transaction.  In that
event,  the Portfolio might not be able to recover amounts  deposited as margin,
or amounts owed to the Portfolio in  connection  with its  transactions,  for an
indefinite  period of time, and could sustain losses of a portion or all of such
amounts.  Moreover,  the  performance  guarantee  of an  exchange  clearinghouse
generally  extends only to its members and the Portfolio  could sustain  losses,
notwithstanding such guarantee, in the event of the bankruptcy of its broker.

         Trading and Position Limits. The exchanges on which futures and options
are traded may impose  limitations  governing the maximum number of positions on
the same side of the market and involving the same underlying  instrument  which
may be held by a single investor, whether acting alone or in concert with others
(regardless  of  whether  such  contracts  are  held on the  same  or  different
exchanges  or held or written  in one or more  accounts  or through  one or more
brokers.)  Further,  the CFTC and the various  contract markets have established
limits referred to as "speculative  position  limits" on the maximum net long or
net short position which any person may hold or control in a particular  futures
or option contract.  An exchange may order the liquidation of positions found to
be  in  violation  of  these  limits  and  it  may  impose  other  sanctions  or
restrictions.  The Sub-advisor  does not believe that these trading and position
limits will have any adverse impact on the strategies for hedging the portfolios
of the Portfolio.

         Risks of Options on Futures Contracts. The amount of risk the Portfolio
assumes when it  purchases  an Option on a Futures  Contract is the premium paid
for the  option,  plus  related  transaction  costs.  In order to profit from an
option  purchased,  however,  it may be  necessary to exercise the option and to
liquidate  the  underlying  Futures  Contract,  subject  to  the  risks  of  the
availability of a liquid offset market described herein. The writer of an Option
on a Futures  Contract  is subject to the risks of  commodity  futures  trading,
including the requirement of initial and variation margin  payments,  as well as
the additional  risk that movements in the price of the option may not correlate
with  movements  in the price of the  underlying  security,  index,  currency or
Futures Contract.

         Risks  of  Transactions  in  Foreign  Currencies  and  Over-the-Counter
Derivatives and Other Transactions Not Conducted on U.S. Exchanges. Transactions
in Forward  Contracts on foreign  currencies,  as well as futures and options on
foreign currencies and transactions  executed on foreign exchanges,  are subject
to all of  the  correlation,  liquidity  and  other  risks  outlined  above.  In
addition,  however,  such  transactions  are subject to the risk of governmental
actions  affecting  trading  in or the  prices  of  currencies  underlying  such
contracts,   which  could  restrict  or  eliminate  trading  and  could  have  a
substantial  adverse  effect on the value of  positions  held by the  Portfolio.
Further,  the value of such positions could be adversely affected by a number of
other complex political and economic factors applicable to the countries issuing
the underlying currencies.

         Further, unlike trading in most other types of instruments, there is no
systematic  reporting  of last sale  information  with  respect  to the  foreign
currencies  underlying contracts thereon. As a result, the available information
on which trading  systems will be based may not be as complete as the comparable
data on which the Portfolio makes investment and trading decisions in connection
with other  transactions.  Moreover,  because the foreign  currency  market is a
global,  24-hour  market,  events  could occur in that market  which will not be
reflected in the forward,  futures or options  market until the  following  day,
thereby  making it more difficult for the Portfolio to respond to such events in
a timely manner.

         Settlements  of  exercises  of  over-the-counter  Forward  Contracts or
foreign  currency  options  generally must occur within the country  issuing the
underlying  currency,  which in turn requires traders to accept or make delivery
of such  currencies  in  conformity  with any U.S. or foreign  restrictions  and
regulations  regarding the maintenance of foreign banking  relationships,  fees,
taxes or other charges.

         Unlike transactions  entered into by the Portfolio in Futures Contracts
and  exchange-traded   options,   on  foreign  currencies,   Forward  Contracts,
over-the-counter  options  on  securities,   swaps  and  other  over-the-counter
derivatives  are not traded on contract  markets  regulated by the CFTC or (with
the  exception of certain  foreign  currency  options) the SEC. To the contrary,
such   instruments  are  traded  through   financial   institutions   acting  as
market-makers,  although  foreign  currency  options  are also traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs,  this entire  amount  could be lost.  Moreover,  the option  writer and a
trader of Forward Contracts could lose amounts  substantially in excess of their
initial investments,  due to the margin and collateral  requirements  associated
with such positions.

         In  addition,  over-the-counter  transactions  can only be entered into
with a financial institution willing to take the opposite side, as principal, of
the Portfolio's  position  unless the institution  acts as broker and is able to
find  another  counterparty  willing  to  enter  into the  transaction  with the
Portfolio.  Where no such counterparty is available,  it will not be possible to
enter into a desired transaction.

         Further, over-the-counter transactions are not subject to the guarantee
of an exchange clearinghouse, and the Portfolio will therefore be subject to the
risk of default by, or the bankruptcy of, the financial  institution  serving as
its  counterparty.  One  or  more  of  such  institutions  also  may  decide  to
discontinue  their role as market-makers  in a particular  currency or security,
thereby  restricting  the  Portfolio's  ability  to enter into  desired  hedging
transactions.

         Options on  securities,  options on stock indices,  Futures  Contracts,
Options on Futures Contracts and options on foreign  currencies may be traded on
exchanges located in foreign  countries.  Such transactions may not be conducted
in the same manner as those entered into on U.S.  exchanges,  and may be subject
to different margin, exercise, settlement or expiration procedures. As a result,
many of the risks of over-the-counter  trading may be present in connection with
such transactions.

         Options on foreign currencies traded on national  securities  exchanges
are within the jurisdiction of the SEC, as are other  securities  traded on such
exchanges. As a result, many of the protections provided to traders on organized
exchanges  will be available with respect to such  transactions.  In particular,
all foreign  currency  option  positions  entered into on a national  securities
exchange are cleared and  guaranteed by the Options  Clearing  Corporation  (the
"OCC"), thereby reducing the risk of counterparty default.

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

     Short  Term  Instruments.  The  Portfolio  may hold cash and invest in cash
equivalents, such as short-term U.S. Government Securities, commercial paper and
bank instruments.

         Temporary  Defensive  Positions.   During  periods  of  unusual  market
conditions when the Sub-advisor  believes that investing for temporary defensive
purposes is appropriate,  or in order to meet anticipated redemption requests, a
large  portion or all of the assets of the  Portfolio  may be  invested  in cash
(including foreign currency) or cash equivalents, including, but not limited to,
obligations of banks (including  certificates of deposit,  bankers  acceptances,
time deposits and repurchase  agreements),  commercial paper,  short-term notes,
U.S. Government securities and related repurchase agreements.

         Warrants.  The  Portfolio  may invest in warrants.  The strike price of
warrants typically is much lower than the current market price of the underlying
securities,  yet they are  subject to similar  price  fluctuations,  in absolute
terms.  As a  result,  warrants  may  be  more  volatile  investments  than  the
underlying  securities and may offer greater potential for capital  appreciation
as well as capital loss.

         Additional information regarding warrants is included in this Statement
and the Trust's Prospectus under "Certain Risk factors and Investment Methods."

         "When-Issued"  Securities.  The Portfolio may purchase  securities on a
"when-issued," "forward commitment," or "delayed delivery basis." The commitment
to purchase a security  for which  payment  will be made on a future date may be
deemed a separate security.  While awaiting delivery of securities  purchased on
such basis, the Portfolio will identify liquid and unencumbered  assets equal to
its forward delivery commitment.

         For more  information  about  when-issued  securities,  please see this
Statement under "Certain Risk Factors and Investment Methods."

AST Janus Small-Cap Growth Portfolio:

Investment Objective:  As stated in the Prospectus,  the Portfolio's  investment
objective is capital  appreciation.  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.

Investment Policies:

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

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

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

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

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

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

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

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

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

         Reverse Repurchase Agreements. The Portfolio may use reverse repurchase
agreements to provide cash to satisfy unusually heavy redemption requests or for
other temporary or emergency purposes without the necessity of selling portfolio
securities,  rather  than to obtain  cash to make  additional  investments.  The
Portfolio will enter into reverse  repurchase  agreements only with parties that
the Sub-advisor deems creditworthy.  Using reverse repurchase agreements to earn
additional  income  involves the risk that the  interest  earned on the invested
proceeds  is  less  than  the  expense  of  the  reverse  repurchase   agreement
transaction.  This technique may also have a leveraging effect on the Portfolio,
although the requirement for the Portfolio to segregate  assets in the amount of
the reverse repurchase agreement minimizes this effect.

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

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

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

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

         Swaps and Swap-Related  Products. The Portfolio may enter into interest
rate swaps, caps and floors on either an asset-based or  liability-based  basis,
depending  upon  whether it is hedging its assets or its  liabilities,  and will
usually  enter into  interest  rate swaps on a net basis (i.e.,  the two payment
streams are netted out, with the Portfolio  receiving or paying, as the case may
be, only the net amount of the two payments).  The net amount of the excess,  if
any, of the Portfolio's  obligations  over its entitlement  with respect to each
interest  rate swap will be calculated on a daily basis and an amount of cash or
other liquid  assets  having an aggregate  net asset value at least equal to the
accrued  excess will be  maintained in a segregated  account by the  Portfolio's
custodian.  If the  Portfolio  enters into an interest rate swap on other than a
net basis, it would maintain a segregated  account in the full amount accrued on
a daily basis of its  obligations  with respect to the swap.  The Portfolio will
not enter into any  interest  rate  swap,  cap or floor  transaction  unless the
unsecured senior debt or the claims-paying ability of the other party thereto is
rated in one of the three highest rating categories of at least one NRSRO at the
time of  entering  into such  transaction.  The  Sub-advisor  will  monitor  the
creditworthiness  of all  counterparties  on an  ongoing  basis.  If  there is a
default  by the  other  party to such a  transaction,  the  Portfolio  will have
contractual remedies pursuant to the agreements related to the transaction.

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

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

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

1.   The Portfolio does not currently intend to sell securities short, unless it
     owns or has the right to obtain securities equivalent in kind and amount to
     the   securities   sold  short  without  the  payment  of  any   additional
     consideration therefor, and provided that transactions in futures, options,
     swaps and forward contracts are not deemed to constitute selling securities
     short.

2.   The Portfolio does not currently  intend to purchase  securities on margin,
     except  that the  Portfolio  may  obtain  such  short-term  credits  as are
     necessary  for the  clearance of  transactions,  and  provided  that margin
     payments and other  deposits in connection  with  transactions  in futures,
     options,  swaps and  forward  contracts  shall not be deemed to  constitute
     purchasing securities on margin.

3.   The Portfolio  does not currently  intend to purchase any security or enter
     into a  repurchase  agreement  if,  as a  result,  more than 15% of its net
     assets would be invested in repurchase  agreements not entitling the holder
     to payment of principal  and interest  within seven days and in  securities
     that are illiquid by virtue of legal or contractual  restrictions on resale
     or  the  absence  of a  readily  available  market.  The  Trustees,  or the
     Portfolio's  Sub-advisor  acting  pursuant to  authority  delegated  by the
     Trustees,  may  determine  that  a  readily  available  market  exists  for
     securities  eligible for resale  pursuant to Rule 144A under the Securities
     Act of 1933  ("Rule  144A  Securities"),  or any  successor  to such  rule,
     Section 4(2) commercial paper and municipal lease obligations. Accordingly,
     such securities may not be subject to the foregoing limitation.

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

AST Kemper Small-Cap Growth Portfolio:

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

Investment Policies:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AST Federated Aggressive Growth Portfolio:

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

Investment Policies:

In  pursuing  its  investment  strategy,  the Fund may  invest in the  following
securities for any purpose that is consistent with its investment objective.

         Equity  Securities.  The  Portfolio  cannot  predict the income it will
receive from equity  securities  because issuers generally have discretion as to
the payment of any dividends or distributions.  However, equity securities offer
greater potential for appreciation than many other types of securities,  because
their value generally  increases  directly with any increase in the value of the
issuer's business.  Types of equity securities in which the Portfolio may invest
include common stocks,  preferred  stocks,  real estate investment  trusts,  and
American Depositary Receipts.

                  Preferred   Stocks.  In  addition  to  the  right  to  receive
specified dividends or distributions,  some preferred stocks also participate in
dividends  and  distributions  paid on common stock.  Preferred  stocks may also
permit  the  issuer to redeem  the  stock.  The  Portfolio  may also  treat such
redeemable preferred stock as a fixed income security.

                  Real Estate Investment  Trusts (REITs).  REITs are real estate
investment trusts that lease,  operate and finance commercial real estate. REITs
are exempt from federal  corporate income tax if they limit their operations and
distribute most of their income. Such tax requirements limit a REIT's ability to
respond to changes in the commercial real estate market.

For additional information on equity securities and their risks, see the Trust's
Prospectus under "Certain Risk Factors and Investment Methods."


         Fixed  Income   Securities.   Fixed  income  securities  pay  interest,
dividends  or  distributions  at a  specified  rate.  The  rate  may be a  fixed
percentage of the principal or may be adjusted  periodically.  In addition,  the
issuer  of a fixed  income  security  must  repay  the  principal  amount of the
security, normally within a specified time. Fixed income securities provide more
regular  income than equity  securities.  However,  the returns on fixed  income
securities are limited and normally do not increase with the issuer's  earnings.
This limits the potential appreciation of fixed income securities as compared to
equity securities.


         A security's yield measures the annual income earned on the security as
a  percentage  of its price.  A  security's  yield  will  increase  or  decrease
depending  upon whether it costs less (a discount) or more (a premium)  than the
principal  amount.  If the issuer may redeem the security  before its  scheduled
maturity,  the  price  and  yield of the  security  may  change  based  upon the
probability of an early redemption.



         Market factors other than changes in interest rates, such as the demand
for  particular  fixed income  securities,  may cause the price of certain fixed
income  securities to fall while the prices of other  securities  rise or remain
unchanged.  Fixed income  securities are also subject to call risk. Call risk is
the  possibility  that an  issuer  may  redeem a fixed  income  security  before
maturity (a call) at a price below its current market price.  An increase in the
likelihood of a call may reduce the security's price. If a fixed income security
is called, the Portfolio may have to reinvest the proceeds in other fixed income
securities  with  lower  interest  rates,  higher  credit  risks,  or other less
favorable characteristics.


         If a security  is  downgraded,  the  Sub-advisor  will  reevaluate  the
security,  but will not be required to sell it. If the Portfolio buys securities
that have not  received a rating,  the  Portfolio  must rely  entirely  upon the
Sub-advisor's  credit  assessment.  Trading  opportunities  are more limited for
fixed income securities that are unrated, have received ratings below investment
grade or are not widely held.

         Fixed income securities generally compensate for greater credit risk by
paying interest at a higher rate. The difference between the yield of a security
and the  yield of a U.S.  Treasury  security  with a  comparable  maturity  (the
spread)  measures the  additional  interest paid for risk.  Spreads may increase
generally  in response to adverse  economic or market  conditions.  A security's
spread may also increase if the security's rating is lowered, or the security is
perceived to have an increased credit risk. An increase in the spread will cause
the price of the security to decline.


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

         The following  describes the types of fixed income  securities in which
the Portfolio may invest.

          Treasury Securities. Treasury securities are direct obligations of the
     federal government of the United States.  Treasury securities are generally
     regarded as having the lowest credit risks.


          Agency  Securities.  Agency  securities  are issued or guaranteed by a
     federal agency or other  government  sponsored  entity acting under federal
     authority (a "GSE").  The United  States  supports  some GSEs with its full
     faith and credit.  Other GSEs receive support  through  federal  subsidies,
     loans or other benefits. A few GSEs have no explicit financial support, but
     are  regarded as having  implied  support  because  the federal  government
     sponsors their  activities.  Agency  securities  are generally  regarded as
     having low credit risks, but not as low as treasury securities.


          Mortgage-Backed   Securities.   Mortgage-backed  securities  represent
     interests  in  pools of  mortgages.  The  mortgages  that  comprise  a pool
     normally have similar interest rates, maturities and other terms. Mortgages
     may  have  fixed  or  adjustable  interest  rates.  Interests  in  pools of
     adjustable rate mortgages are known as ARMs.

         Mortgage-backed  securities  come in a  variety  of  forms.  Many  have
extremely complicated terms. The simplest form of mortgage-backed securities are
pass-through  certificates.  Holders of pass-through  certificates receive a pro
rata share of all payments and pre-payments from the underlying mortgages.  As a
result, the holders assume all the prepayment risks of the underlying mortgages.


          Commercial  Paper.  Commercial paper is an issuer's  obligation with a
     maturity of less than nine months.  Companies  typically  issue  commercial
     paper to pay for current  expenditures.  Most  issuers  constantly  reissue
     their  commercial  paper  and use the  proceeds  (or bank  loans)  to repay
     maturing paper.  If the issuer cannot continue to obtain  liquidity in this
     fashion, its commercial paper may default. The short maturity of commercial
     paper  reduces  both the market and credit  risks as compared to other debt
     securities of the same issuer.


          Corporate Debt Securities.  Corporate debt securities are fixed income
     securities issued by businesses.  Notes,  bonds,  debentures and commercial
     paper  are the most  prevalent  types of  corporate  debt  securities.  The
     Portfolio  may also  purchase  interests  in bank loans to  companies.  The
     credit risks of corporate debt securities vary widely among issuers.

         In  addition,  the credit risk of an issuer's  debt  security  may vary
based on its priority for repayment.  For example,  higher ranking (senior) debt
securities have a higher priority than lower ranking (subordinated)  securities.
This means that the issuer might not make  payments on  subordinated  securities
while  continuing to make  payments on senior  securities.  In addition,  in the
event of  bankruptcy,  holders  of senior  securities  will have  priority  over
holders  of  subordinated  securities  in terms  their  claims on the  company's
assets.  Some  subordinated  securities,  such as trust  preferred  and  capital
securities  notes,  also  permit  the  issuer to defer  payments  under  certain
circumstances.  For  example,  insurance  companies  issue  securities  known as
surplus notes that permit the insurance  company to defer any payment that would
reduce its capital below regulatory requirements.



          Bank  Instruments.  Bank  instruments  are unsecured  interest-bearing
     deposits with banks. Bank instruments include bank accounts, time deposits,
     certificates of deposit and banker's  acceptances.  Yankee  instruments are
     denominated in U.S.  dollars and issued by U.S.  branches of foreign banks.
     Eurodollar  instruments  are  denominated  in U.S.  dollars  and  issued by
     non-U.S. branches of U.S. or foreign banks.

                  Demand  Instruments.  Demand  instruments  are corporate  debt
securities  that the issuer must repay upon  demand.  Other  demand  instruments
require a third party,  such as a dealer or bank, to repurchase the security for
its face value upon demand.  Because of the demand feature, the prices of demand
instruments generally fluctuate as though they were short-term securities,  even
though these instruments may have longer stated maturities.

         Convertible   Securities.   Convertible  securities  are  fixed  income
securities  that the Portfolio has the option to exchange for equity  securities
at a specified  conversion  price.  The option  allows the  Portfolio to realize
additional  returns if the market  price of the equity  securities  exceeds  the
conversion  price. For example,  the Portfolio may hold fixed income  securities
that are  convertible  into shares of common stock at a conversion  price of $10
per share.  If the market value of the shares of common  stock  reached $12, the
Portfolio  could  realize an  additional  $2 per share by  converting  its fixed
income securities.

         Convertible  securities have lower yields than comparable  fixed income
securities.  In  addition,  at the time a  convertible  security  is issued  the
conversion price exceeds the market value of the underlying  equity  securities.
Thus,  convertible  securities  may provide lower  returns than  non-convertible
fixed income securities or equity securities depending upon changes in the price
of the underlying equity securities.  However, convertible securities permit the
Portfolio to realize some of the potential appreciation of the underlying equity
securities with less risk of losing its initial investment.

         The Portfolio  treats  convertible  securities as both fixed income and
equity  securities  for purposes of its  investment  policies  and  limitations,
because of their unique characteristics.

         Derivative  Contracts.  For  purposes  of  the  Portfolio,   derivative
contracts are financial  instruments that require payments based upon changes in
the values of designated (or underlying)  securities,  currencies,  commodities,
financial indices or other assets.  Some derivative  contracts (such as futures,
forwards and options) require payments  relating to a future trade involving the
underlying  asset. The other party to a derivative  contract is referred to as a
counterparty.

         Many  derivative  contracts  are traded on  securities  or  commodities
exchanges.  In this case, the exchange sets all the terms of the contract except
for the price.  Investors  make payments due under their  contracts  through the
exchange.  Most exchanges  require investors to maintain margin accounts through
their brokers to cover their potential  obligations to the exchange.  Parties to
the contract make (or collect) daily payments to the margin  accounts to reflect
losses  (or  gains) in the value of their  contracts.  This  protects  investors
against potential defaults by the counterparty. Trading contracts on an exchange
also allows  investors to close out their  contracts by entering into offsetting
contracts.

         Exchanges may limit the amount of open  contracts  permitted at any one
time. Such limits may prevent the Portfolio from closing out a position. If this
happens, the Portfolio will be required to keep the contract open (even if it is
losing  money on the  contract),  and to make any  payments  required  under the
contract (even if it has to sell portfolio  securities at unfavorable  prices to
do so).

         The  Portfolio  may also trade  derivative  contracts  over-the-counter
(OTC)  in  transactions  negotiated  directly  between  the  Portfolio  and  the
counterparty.  OTC contracts do not  necessarily  have standard  terms,  so they
cannot be directly offset with other OTC contracts.  In addition,  OTC contracts
with more specialized  terms may be more difficult to price than exchange traded
contracts.

         Depending  upon how the  Portfolio  uses  derivative  contracts and the
relationships  between  the  market  value  of a  derivative  contract  and  the
underlying asset,  derivative contracts may increase or decrease the Portfolio's
exposure to risks  relating to changes in security  prices,  interest  rates and
currency  exchange rates.  OTC contracts also expose the Fund to the risk that a
counterparty will default on the contract.

         The Portfolio may trade in the following types of derivative contracts:

o    The  Portfolio  may buy and sell  futures  contracts  relating to financial
     instruments and indices.

o    The  Portfolio  may buy call options on portfolio  securities,  indices and
     futures  in  anticipation  of an  increase  in the value of the  underlying
     asset.

o    The  Portfolio  may buy put options on  portfolio  securities,  indices and
     futures in anticipation of a decrease in the value of the underlying asset.

o    The Portfolio may write call options on portfolio  securities,  indices and
     futures to generate income from premiums, and in anticipation of a decrease
     or only limited increase in the value of the underlying asset.

o    The Portfolio may also write put options on portfolio  securities,  indices
     and futures to generate  income from premiums,  and in  anticipation  of an
     increase or only limited decrease in the value of the underlying asset.

         For additional  information on derivative contracts,  including futures
and options,  see this Statement and the Trust's  Prospectus under "Certain Risk
Factors and Investment Methods."

     Foreign  Securities.  Foreign  securities  are  securities of issuers based
outside the United States. The Portfolio considers an issuer to be based outside
the United States if:

o    it is organized  under the laws of, or has a principal  office  located in,
     another country;

o    the principal trading market for its securities is in another country; or

o    it (or its  subsidiaries)  derived in its most current fiscal year at least
     50% of its total assets, capitalization, gross revenue or profit from goods
     produced, services performed, or sales made in another country.

         Investment  income on  foreign  securities  may be  subject  to foreign
withholding or other taxes that could reduce the return on these securities. Tax
treaties between the United States and foreign countries, however, may reduce or
eliminate the amount of foreign  taxes to which the Portfolio  would be subject.
The  effective  rate of  foreign  tax  cannot be  predicted  since the amount of
Portfolio assets to be invested within various countries is uncertain.

         Additional  Information  about  foreign  securities  and their risks is
included  in this  Statement  and the Trust's  Prospectus  under  "Certain  Risk
Factors and Investment Methods."

                  Foreign Government  Securities.  Foreign government securities
generally  consist of fixed income  securities  supported by national,  state or
provincial  governments or similar political  subdivisions.  Foreign  government
securities  also include debt  obligations of  supranational  entities,  such as
international  organizations  designed or supported by governmental  entities to
promote   economic   reconstruction   or  development,   international   banking
institutions and related government agencies. Examples of these include, but are
not limited to, the International  Bank for  Reconstruction and Development (the
World Bank), the Asian  Development  Bank, the European  Investment Bank and the
Inter-American Development Bank.

         Foreign  government  securities also include fixed income securities of
quasi-governmental  agencies  (i.e.,  securities  issued by entities  owned by a
national, state or equivalent government or obligations of a political unit that
are not backed by the national  government's  full faith and  credit).  Further,
foreign  government  securities  include  mortgage-related  securities issued or
guaranteed  by national,  state or  provincial  governmental  instrumentalities,
including quasi-governmental agencies.

         Delayed-Delivery Transactions. The Portfolio records a delayed-delivery
or  when-issued  transaction  when it agrees to buy the  securities and reflects
their value in determining  the price of its shares.  Settlement  dates may be a
month or more after entering into these  transactions  so that the market values
of  the  securities  bought  may  vary  from  the  purchase  prices.  Additional
information on delayed-delivery and when-issued transactions is included in this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Securities  Lending.  The  Portfolio may lend  portfolio  securities to
borrowers that are deemed creditworthy by the Investment Manager or Sub-advisor.
The  borrower  must  furnish  additional  collateral  if the market value of the
loaned  securities  increases.  Also,  the borrower  must pay the  Portfolio the
equivalent of any dividends or interest received on the loaned  securities.  The
Portfolio may pay  administrative  and custodial fees in connection  with a loan
and may pay a negotiated  portion of the interest  earned on the cash collateral
to a securities lending agent or broker. Additional information about securities
lending and its risks is included in this  Statement and the Trust's  Prospectus
under "Certain Risk Factors and Investment Methods."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  limitations are applicable to the AST Federated Aggressive Growth
Portfolio.  These  limitations  are not  "fundamental"  restrictions  and may be
changed by the Trustees without shareholder approval.

         1. The Portfolio will not purchase securities on margin,  provided that
the  Portfolio  may obtain  short-term  credits  necessary  for the clearance of
purchases and sales of securities,  and further  provided that the Portfolio may
make  margin  deposits  in  connection  with its use of  financial  options  and
futures,  forward  and spot  currency  contracts,  swap  transactions  and other
financial contracts or derivative instruments.

         2. The Portfolio will not mortgage,  pledge,  or hypothecate any of its
assets,  provided  that this shall not apply to the  transfer of  securities  in
connection  with any  permissible  borrowing or to  collateral  arrangements  in
connection with permissible activities.

         3. The  Portfolio  will not purchase  securities  for which there is no
readily available  market, or enter into repurchase  agreements or purchase time
deposits maturing in more than seven days, if immediately after and as a result,
the  value  of  such  securities  would  exceed,  in the  aggregate,  15% of the
Portfolio's net assets.

AST Lord Abbett Small Cap Value Portfolio:

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

Investment Policies:

         Foreign Currency  Hedging  Techniques.  The Portfolio  expects to enter
into forward foreign currency contracts in primarily two  circumstances.  First,
when the Portfolio enters into a contract for the purchase or sale of a security
denominated in a foreign  currency,  it may desire to "lock in" the U.S.  dollar
price of the security.  Second,  when management believes that the currency of a
particular  foreign  country may suffer a decline against the U.S.  dollar,  the
Portfolio  may  enter  into a forward  contract  to sell the  amount of  foreign
currency  approximating  the value of some or all of the Portfolio's  securities
denominated in such foreign currency or, in the  alternative,  the Portfolio may
use a  cross-hedging  technique  whereby  it sells  another  currency  which the
Portfolio  expects to decline in a similar way but which has a lower transaction
cost. The Portfolio does not intend to enter into forward  contracts  under this
second  circumstance  on a continuous  basis.  For an  additional  discussion of
forward foreign currency contracts and certain risks involved therein,  see this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         The Portfolio also may purchase  foreign currency put options and write
foreign  currency  call  options  on U.S.  exchanges  or  U.S.  over-the-counter
markets.  Exchange-listed  options  markets in the United States include several
major  currencies,  and  trading  may be thin and  illiquid.  A number  of major
investment   firms  trade   unlisted   options  which  are  more  flexible  than
exchange-listed options with respect to strike price and maturity date. Unlisted
options generally are available in a wider range of currencies. Unlisted foreign
currency  options are generally  less liquid than listed options and involve the
credit risk associated with the individual  issuer.  Unlisted options,  together
with other illiquid securities, are subject to a limit of 15% of the Portfolio's
net assets.  The premiums paid for foreign  currency put options will not exceed
5% of the net assets of the Portfolio.

         The  Portfolio  may write a call option on a foreign  currency  only in
conjunction with a purchase of a put option on that currency. Such a strategy is
designed to reduce the cost of downside currency protection by limiting currency
appreciation  potential.  The face value of such call writing may not exceed 90%
of the value of the securities  denominated in such currency  invested in by the
Portfolio  or in such  cross  currency  (referred  to above) to cover  such call
writing.  For an additional  discussion of foreign  currency options and certain
risks  involved  therein,  see this  Statement  under  "Certain Risk Factors and
Investment Methods."

         Call Options on Stock. The Portfolio may, from time to time, write call
options on its portfolio  securities.  The Portfolio may write only call options
which are  "covered,"  meaning  that the  Portfolio  either owns the  underlying
security  or has an  absolute  and  immediate  right to acquire  that  security,
without  additional  cash  consideration,  upon  conversion or exchange of other
securities currently held in its portfolio.  In addition, the Portfolio will not
permit the call to become  uncovered  prior to the  expiration  of the option or
termination through a closing purchase transaction.

         The  Portfolio  would  not  be  able  to  effect  a  closing   purchase
transaction  after it had received notice of exercise.  In order to write a call
option,  the  Portfolio  is  required  to comply  with the rules of The  Options
Clearing  Corporation  and the  various  exchanges  with  respect to  collateral
requirements.  The Portfolio may not purchase call options  except in connection
with a closing purchase transaction. It is possible that the cost of effecting a
closing  purchase  transaction  may be greater than the premium  received by the
Portfolio for writing the option.

         Generally,  the Portfolio  intends to write listed covered call options
during  periods when it  anticipates  declines in the market values of portfolio
securities  because the premiums  received may offset to some extent the decline
in the Portfolio's net asset value  occasioned by such declines in market value.
Except as part of the "sell  discipline"  described  below,  the Portfolio  will
generally  not write listed  covered call options when it  anticipates  that the
market values of its portfolio securities will increase.

         One reason  for the  Portfolio  to write  call  options is as part of a
"sell  discipline." If the Portfolio decides that a portfolio  security would be
overvalued  and should be sold at a certain price higher than the current price,
it could  write an option on the stock at the  higher  price.  Should  the stock
subsequently reach that price and the option be exercised,  the Portfolio would,
in effect,  have increased the selling price of that stock,  which it would have
sold at that price in any event, by the amount of the premium.  In the event the
market  price of the stock  declined  and the  option  were not  exercised,  the
premium would offset all or some portion of the decline. It is possible that the
price of the stock could increase beyond the exercise price; in that event,  the
Portfolio would forego the opportunity to sell the stock at that higher price.

         In addition,  call options may be used as part of a different  strategy
in  connection  with sales of portfolio  securities.  If, in the judgment of the
Sub-advisor,  the market price of a stock is  overvalued  and it should be sold,
the Portfolio may elect to write a call option with an exercise  price below the
current market price.  As long as the value of the underlying  security  remains
above the exercise price during the term of the option,  the option will, in all
probability,  be exercised, in which case the Portfolio will be required to sell
the stock at the  exercise  price.  If the sum of the premium  and the  exercise
price  exceeds  the  market  price of the  stock at the time the call  option is
written, the Portfolio would, in effect, have increased the selling price of the
stock. The Portfolio would not write a call option in these circumstances if the
sum of the premium  and the  exercise  price were less than the  current  market
price of the stock.  For an  additional  discussion  of call options and certain
risks  involved  therein,  see this Statement and the Trust's  Prospectus  under
"Certain Risk Factors and Investment Methods."

         Put Options on Stock.  The Portfolio may also write listed put options.
Writing listed put options is a useful  portfolio  investment  strategy when the
Portfolio has cash or other  reserves  available  for  investment as a result of
sales of Portfolio shares or, more importantly, because the Sub-advisor believes
a more  defensive  and less fully  invested  position is  desirable  in light of
market conditions. If the Sub-advisor wishes to invest its cash or reserves in a
particular  security at a price lower than current market value,  it may write a
put option on that security at an exercise  price which reflects the lower price
it is willing to pay.  The buyer of the put option  generally  will not exercise
the option  unless the market  price of the  underlying  security  declines to a
price near or below the exercise  price.  If the Portfolio  writes a listed put,
the price of the  underlying  stock  declines and the option is  exercised,  the
premium, net of transaction charges,  will reduce the purchase price paid by the
Portfolio  for the  stock.  The price of the stock may  decline  by an amount in
excess of the  premium,  in which  event the  Portfolio  would have  foregone an
opportunity to purchase the stock at a lower price.

         If, prior to the  exercise of a put option,  the  Portfolio  determines
that it no longer wishes to invest in the stock on which the put option had been
written,  the Portfolio may be able to effect a closing purchase  transaction on
an  exchange by  purchasing  a put option of the same series as the one which it
has previously written. The cost of effecting a closing purchase transaction may
be greater  than the premium  received on writing the put option and there is no
guarantee that a closing purchase transaction can be effected. For an additional
discussion of put options and certain risks involved therein, see this Statement
and the Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         Stock Index Options. Except as describe below, the Portfolio will write
call  options on indices  only if on such date it holds a portfolio of stocks at
least equal to the value of the index times the  multiplier  times the number of
contracts.  When the  Portfolio  writes a call option on a  broadly-based  stock
market  index,  the  Portfolio  will  segregate  or put  into  escrow  with  its
custodian,  or pledge  to a broker as  collateral  for the  option,  one or more
"qualified  securities" with a market value at the time the option is written of
not less than 100% of the current  index value  times the  multiplier  times the
number of contracts.

         Trading  in index  options  commenced  in April  1983  with the S&P 100
option  (formerly  called the CBOE 100).  Since that time a number of additional
index  option  contracts  have been  introduced  including  options on  industry
indices.  Although the markets for certain index option contracts have developed
rapidly, the markets for other index options are still relatively illiquid.  The
ability to establish  and close out positions on such options will be subject to
the development and maintenance of a liquid secondary  market. It is not certain
that this market will develop in all index option contracts.  The Portfolio will
not  purchase  or sell any  index  option  contract  unless  and  until,  in the
Sub-advisor's  opinion,  the market for such options has developed  sufficiently
that such risk in connection with such transactions in no greater than such risk
in  connection  with options on stocks.  For an  additional  discussion of stock
index options and certain  risks  involved  therein,  see this  Statement  under
"Certain Risk Factors and Investment Methods."

         Segregated  Accounts.  If the  Portfolio  has  written  an option on an
industry or market segment index,  it will segregate or put into escrow with its
custodian,  or pledge to a broker as  collateral  for the  option,  at least ten
different  "qualified  securities,"  which are  securities  of an issuer in such
industry  or  market  segment,  with a market  value at the time the  option  is
written of not less than 100% of the current  index  value times the  multiplier
times the number of  contracts.  A "qualified  security"  is an equity  security
which is listed on a  national  securities  exchange  or listed on the  National
Association of Securities  Dealers Automated  Quotation System against which the
Portfolio  has not  written a stock call option and which has not been hedged by
the Portfolio by the sale of stock index futures.  Such  securities will include
stocks which  represent at least 50% of the  weighting of the industry or market
segment  index and will  represent at least 50% of the  Portfolio's  holdings in
that industry or market segment. No individual security will represent more than
25% of the  amount  so  segregated,  pledged  or  escrowed.  If at the  close of
business on any day the market value of such qualified securities so segregated,
escrowed  or pledged  falls  below 100% of the  current  index  value  times the
multiplier  times the number of  contracts,  the  Portfolio  will so  segregate,
escrow or pledge an amount in cash or other liquid  assets equal in value to the
difference.  In addition,  when the Portfolio writes a call on an index which is
in-the-money at the time the call is written,  the Portfolio will segregate with
its custodian or pledge to the broker as collateral  cash or other liquid assets
equal in value  to the  amount  by which  the  call is  in-the-money  times  the
multiplier times the number of contracts.  Any amount segregated pursuant to the
foregoing  sentence may be applied to the  Portfolio's  obligation  to segregate
additional  amounts  in the  event  that  the  market  value  of  the  qualified
securities  falls  below 100% of the current  index  value times the  multiplier
times the number of contracts.  However,  if the  Portfolio  holds a call on the
same  index as the call  written  where the  exercise  price of the call held is
equal to or less than the exercise price of the call written or greater than the
exercise  price of the call  written  if the  difference  is  maintained  by the
Portfolio  in cash or other  liquid  assets  in a  segregated  account  with its
custodian,  it  will  not  be  subject  to the  requirements  describe  in  this
paragraph.  In instances involving the purchase of stock index futures contracts
by the Portfolio,  an amount of cash or permitted securities equal to the market
value of the futures  contracts  will be deposited in a segregated  account with
the its custodian and/or in a margin account with a broker to collateralize  the
position and thereby insure that the use of such futures are unleveraged.

         Stock Index Futures. The Portfolio will engage in transactions in stock
index  futures  contracts  as a hedge  against  changes  resulting  from  market
conditions  in the  values  of  securities  which  are  held in the  Portfolio's
portfolio or which it intends to  purchase.  The  Portfolio  will engage in such
transactions  when they are economically  appropriate for the reduction of risks
inherent in the ongoing  management  of the  Portfolio.  The  Portfolio  may not
purchase  or sell stock  index  futures if,  immediately  thereafter,  more than
one-third  of its net  assets  would be  hedged  and,  in  addition,  except  as
described  above in the case of a call written and held on the same index,  will
write call  options on indices or sell stock  index  futures  only if the amount
resulting  from the  multiplication  of the then current  level of the index (or
indices) upon which the option or future  contract(s)  is based,  the applicable
multiplier(s),  and the number of futures or options  contracts  which  would be
outstanding,  would not exceed  one-third  of the value of the  Portfolio's  net
assets.

         Limitations on Stock Options,  Options on Stock Indices and Stock Index
Futures  Transactions.  The  Portfolio  may write put and call options on stocks
only if they are covered,  and such  options must remain  covered so long as the
Portfolio is obligated as a writer.  The Portfolio does not currently  intend to
write covered call options with respect to securities  with an aggregate  market
value of more than 5% of its gross assets at the time an option is written.  The
Portfolio  will not (a) write puts having an aggregate  exercise  price  greater
than 25% of the  Portfolio's  net  assets;  or (b)  purchase  (i) put options on
stocks not held in the Portfolio's portfolio, (ii) put options on stock indices,
or (iii) call options on stocks or stock  indices if,  after any such  purchase,
the aggregate premiums paid for such options would exceed 20% of the Portfolio's
net assets.

         Special Risks of Writing Calls on Indices.  Because  exercises of index
options are settled in cash, a call writer  cannot  determine  the amount of its
settlement  obligations in advance and, unlike call writing on specific  stocks,
cannot provide in advance for, or cover, its potential settlement obligations by
acquiring and holding the  underlying  securities.  However,  the Portfolio will
write call options on indices only under the circumstances described above under
"Limitations on Stock Options,  Options on Stock Indices and Stock Index Futures
Transactions."

         Unless the  Portfolio  has other liquid  assets that are  sufficient to
satisfy the  exercise of a call,  the  Portfolio  would be required to liquidate
portfolio securities in order to satisfy the exercise.  Because an exercise must
be settled within hours after receiving the notice of exercise, if the Portfolio
fails to anticipate an exercise, it may have to borrow (in amounts not exceeding
20%  of the  Portfolio's  total  assets)  pending  settlement  of  the  sale  of
securities in its portfolio and would incur interest charges thereon.

         When the  Portfolio  has written a call,  there is also a risk that the
market  may  decline  between  the  time the  call is  written  and the time the
Portfolio is able to sell stocks in its portfolio.  As with stock  options,  the
Portfolio will not learn that an index option has been  exercised  until the day
following  the  exercise  date but,  unlike a call on stock where the  Portfolio
would be able to deliver the underlying securities in settlement, the Series may
have to sell part of its stock  portfolio in order to make  settlement  in cash,
and the price of such stocks might decline before they can be sold.  This timing
risk makes certain strategies  involving more than one option substantially more
risky with index options than with stock options. For example,  even if an index
call which the  Portfolio  has written is "covered" by an index call held by the
Portfolio with the same strike price,  the Portfolio will bear the risk that the
level of the index may  decline  between  the close of  trading  on the date the
exercise notice is filed with the clearing  corporation and the close of trading
on the date the Portfolio  exercises the call it holds or the time the Portfolio
sells  the call  which in  either  case  would  occur  no  earlier  than the day
following the day the exercise notice was filed.

         Short  Sales.  The  Portfolio  may make short  sales of  securities  or
maintain a short  position,  provided that at all times when a short position is
open the  Portfolio  owns an  equal  amount  of such  securities  or  securities
convertible into or exchangeable,  without payment of any further consideration,
for an equal amount of the securities of the same issuer as the securities  sold
short (a  "short  sale  against-the-box"),  and  that  not more  than 25% of the
Portfolio's net assets (determined at the time of the short sale) may be subject
to such sales.  Notwithstanding  this 25%  limitation,  the  Portfolio  does not
currently intend to have more than 5% of its net assets  (determined at the time
of the short sale) subject to short sales against-the-box.

         Debt  Securities.  The Portfolio may invest in straight  bonds or other
debt securities,  including lower rated,  high-yield bonds.  Neither an issuer's
ceasing to be rated  investment  grade nor a rating  reduction  below that grade
will require elimination of a bond from the Portfolio's portfolio. The Portfolio
has no present  intention to commit more than 5% of gross assets to investing in
debt  securities.  For a discussion of debt  securities,  including lower rated,
high-yield  bonds, see this Statement under "Certain Risk Factors and Investment
Methods."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  limitations are applicable to the AST Lord Abbett Small Cap Value
Portfolio. The limitations are not "fundamental" restrictions and may be changed
by the Trustees without shareholder approval. The Portfolio will not:

1.   Pledge  its  assets  (other  than to  secure  borrowings  or to the  extent
     permitted by the Portfolio's investment policies as permitted by applicable
     law);

2.   Make short sales of securities or maintain a short  position  except to the
     extent permitted by applicable law;

3.   Invest  knowingly  more  than  15%  of its  net  assets  (at  the  time  of
     investment) in illiquid  securities,  except for securities  qualifying for
     resale under Rule 144A of the Securities  Act of 1933,  deemed to be liquid
     by the Board of Trustees;

4.   Invest in the securities of other investment  companies except as permitted
     by applicable law;

5.   Invest in real estate  limited  partnership  interests or interests in oil,
     gas or other mineral leases, or exploration or other development  programs,
     except that the Portfolio may invest in securities issued by companies that
     engage  in oil,  gas or other  mineral  exploration  or  other  development
     activities; or

6.   Write,  purchase or sell puts,  calls,  straddles,  spreads or combinations
     thereof,  except to the extent  permitted in this Statement and the Trust's
     Prospectus, as they may be amended from time to time.

AST Gabelli Small-Cap Value Portfolio:

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

Investment Policies:

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

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

     U.S. Government Agency Securities.  Issued or guaranteed by U.S. Government
sponsored  enterprises and federal agencies.  These include securities issued by
the  Federal  National  Mortgage   Association,   Government  National  Mortgage
Association,   Federal  Home  Loan  Bank,  Federal  Land  Banks,   Farmers  Home
Administration,  Banks for  Cooperatives,  Federal  Intermediate  Credit  Banks,
Federal Financing Bank, Farm Credit Banks, the Small Business  Association,  and
the Tennessee  Valley  Authority.  Some of these securities are supported by the
full faith and credit of the U.S. Treasury; and the remainder are supported only
by the credit of the instrumentality,  which may or may not include the right of
the issuer to borrow from the Treasury.

     Bank Obligations.  Certificates of deposit, bankers' acceptances, and other
short-term debt obligations.  Certificates of deposit are short-term obligations
of commercial banks. A bankers' acceptance is a time draft drawn on a commercial
bank  by  a  borrower,  usually  in  connection  with  international  commercial
transactions.  Certificates  of deposit  may have fixed or variable  rates.  The
Portfolio  may  invest in U.S.  banks,  foreign  branches  of U.S.  banks,  U.S.
branches of foreign banks, and foreign branches of foreign banks.

     Short-Term Corporate Debt Securities.  Outstanding nonconvertible corporate
debt  securities  (e.g.,  bonds  and  debentures)  which  have  one year or less
remaining to maturity.  Corporate  notes may have fixed,  variable,  or floating
rates.

     Commercial  Paper.  Short-term  promissory  notes  issued  by  corporations
primarily to finance short-term credit needs. Certain notes may have floating or
variable rates.

     Foreign   Government   Securities.   Issued  or  guaranteed  by  a  foreign
government,  province,  instrumentality,  political  subdivision or similar unit
thereof.

     Savings and Loan Obligations.  Negotiable certificates of deposit and other
short-term debt obligations of savings and loan associations.

     Supranational  Entities. The Portfolio may also invest in the securities of
certain supranational entities, such as the International Development Bank.

     Lower-Rated Debt Securities.  The Portfolio's investment program permits it
to purchase below investment  grade  securities,  commonly  referred to as "junk
bonds." The Portfolio  will not purchase a junk bond if  immediately  after such
purchase the Portfolio  would have more than 5% of its total assets  invested in
such securities. Since investors generally perceive that there are greater risks
associated  with  investment in lower quality  securities,  the yields from such
securities  normally  exceed those  obtainable  from higher quality  securities.
However, the principal value of lower-rated  securities generally will fluctuate
more widely than higher quality  securities.  Lower quality investments entail a
higher risk of default -- that is, the  nonpayment  of interest and principal by
the issuer than higher quality investments.  Such securities are also subject to
special risks,  discussed below.  Although the Portfolio seeks to reduce risk by
portfolio  diversification,  credit  analysis,  and  attention  to trends in the
economy,  industries and financial markets,  such efforts will not eliminate all
risk. There can, of course,  be no assurance that the Portfolio will achieve its
investment objective.

         After purchase by the Portfolio,  a debt security may cease to be rated
or its rating may be reduced  below the  minimum  required  for  purchase by the
Portfolio.  Neither event will require a sale of such security by the Portfolio.
However,  the  Sub-advisor  will  consider  such event in its  determination  of
whether the Portfolio  should continue to hold the security.  To the extent that
the  ratings  given by  Moody's or S&P may change as a result of changes in such
organizations  or their  rating  systems,  the  Portfolio  will  attempt  to use
comparable   ratings  as  standards  for  investments  in  accordance  with  the
investment policies contained in the Trust's Prospectus.

         Junk bonds are regarded as  predominantly  speculative  with respect to
the issuer's continuing ability to meet principal and interest payments. Because
investment in low and  lower-medium  quality bonds involves  greater  investment
risk,  to the extent the  Portfolio  invests in such bonds,  achievement  of its
investment objective will be more dependent on the Sub-advisor's credit analysis
than would be the case if the Portfolio was investing in higher  quality  bonds.
For a discussion  of the special  risks  involved in low-rated  bonds,  see this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Mortgage-Backed  Securities.  Mortgage-backed securities are securities
representing interests in a pool of mortgages.  After purchase by the Portfolio,
a security may cease to be rated or its rating may be reduced  below the minimum
required for  purchase by the  Portfolio.  Neither  event will require a sale of
such security by the  Portfolio.  However,  the  Sub-advisor  will consider such
event in its  determination of whether the Portfolio should continue to hold the
security. To the extent that the ratings given by Moody's or S&P may change as a
result of changes in such  organizations or their rating systems,  the Portfolio
will  attempt  to  use  comparable  ratings  as  standards  for  investments  in
accordance with the investment policies contained in the Trust's Prospectus. For
a discussion of  mortgage-backed  securities and certain risks involved therein,
see this  Statement and the Trust's  Prospectus  under "Certain Risk Factors and
Investment Methods."

         Collateralized  Mortgage Obligations (CMOs). CMOs are obligations fully
collateralized  by a portfolio  of  mortgages  or  mortgage-related  securities.
Payments of principal and interest on the  mortgages  are passed  through to the
holders of the CMOs on the same schedule as they are received,  although certain
classes  of CMOs have  priority  over  others  with  respect  to the  receipt of
prepayments on the mortgages.  Therefore, depending on the type of CMOs in which
the Portfolio invests, the investment may be subject to a greater or lesser risk
of prepayment than other types of mortgage-related securities. For an additional
discussion  of  CMOs  and  certain  risks  involved  therein,  see  the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Stripped   Agency   Mortgage-Backed    Securities.    Stripped   Agency
Mortgage-Backed  securities represent interests in a pool of mortgages, the cash
flow of which has been  separated  into its interest and  principal  components.
"IOs" (interest only  securities)  receive the interest portion of the cash flow
while "POs" (principal only securities) receive the principal portion.  Stripped
Agency  Mortgage-Backed  Securities may be issued by U.S. Government Agencies or
by private  issuers  similar to those  described  above with respect to CMOs and
privately-issued  mortgage-backed certificates. As interest rates rise and fall,
the value of IOs tends to move in the same  direction  as  interest  rates.  The
value of the other mortgage-backed  securities described herein, like other debt
instruments,  will tend to move in the opposite  direction  compared to interest
rates.  Under the Internal  Revenue Code of 1986,  as amended,  POs may generate
taxable income from the current  accrual of original issue  discount,  without a
corresponding distribution of cash to the Portfolio.

         The cash flows and yields on IO and PO classes are extremely  sensitive
to the  rate  of  principal  payments  (including  prepayments)  on the  related
underlying  mortgage  assets.  For  example,  a rapid or slow rate of  principal
payments  may  have a  material  adverse  effect  on the  prices  of IOs or POs,
respectively.   If  the  underlying  mortgage  assets  experience  greater  than
anticipated  prepayments of principal,  an investor may fail to recoup fully its
initial investment in an IO class of a stripped  mortgage-backed  security, even
if the IO class is rated AAA or Aaa or is  derived  from a full faith and credit
obligation. Conversely, if the underlying mortgage assets experience slower than
anticipated  prepayments of principal,  the price on a PO class will be affected
more  severely  than  would  be  the  case  with a  traditional  mortgage-backed
security.

         The Portfolio will treat IOs and POs, other than  government-issued IOs
or POs backed by fixed rate mortgages,  as illiquid securities and, accordingly,
limit its  investments  in such  securities,  together  with all other  illiquid
securities, to 15% of the Portfolio's net assets. The Sub-advisor will determine
the liquidity of these investments based on the following  guidelines:  the type
of issuer;  type of collateral,  including age and  prepayment  characteristics;
rate of interest on coupon  relative to current  market  rates and the effect of
the rate on the potential for prepayments;  complexity of the issue's structure,
including the number of tranches;  size of the issue;  and the number of dealers
who   make   a   market   in   the  IO  or  PO.   The   Portfolio   will   treat
non-government-issued  IOs  and POs not  backed  by  fixed  or  adjustable  rate
mortgages as illiquid unless and until the SEC modifies its position.

         Asset-Backed  Securities.  The  Portfolio  may  invest a portion of its
assets in debt obligations known as asset-backed securities.  The credit quality
of most asset-backed  securities  depends primarily on the credit quality of the
assets  underlying such securities,  how well the entity issuing the security is
insulated  from  the  credit  risk of the  originator  or any  other  affiliated
entities  and the amount  and  quality of any  credit  support  provided  to the
securities.  The rate of principal payment on asset-backed  securities generally
depends on the rate of  principal  payments  received on the  underlying  assets
which in turn may be affected by a variety of economic and other  factors.  As a
result,  the yield on any  asset-backed  security is  difficult  to predict with
precision and actual yield to maturity may be more or less than the  anticipated
yield to maturity.

                  Automobile Receivable Securities.  The Portfolio may invest in
asset-backed  securities  which are backed by  receivables  from  motor  vehicle
installment  sales  contracts or  installment  loans  secured by motor  vehicles
("Automobile Receivable Securities").

                  Credit Card Receivable Securities. The Portfolio may invest in
asset-backed  securities  backed  by  receivables  from  revolving  credit  card
agreements ("Credit Card Receivable Securities").

                  Other Assets.  The Sub-advisor  anticipates that  asset-backed
securities  backed by assets other than those  described above will be issued in
the future.  The Portfolio  may invest in such  securities in the future if such
investment is otherwise  consistent with its investment  objective and policies.
For a  discussion  of these  securities,  see  this  Statement  and the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

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

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

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

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

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

         The  Portfolio  will  realize a profit or loss from a closing  purchase
transaction  if the cost of the  transaction  is less or more  than the  premium
received from the writing of the option.  Because  increases in the market price
of a call option will  generally  reflect  increases  in the market price of the
underlying  security or currency,  any loss  resulting  from the repurchase of a
call  option is likely to be offset in whole or in part by  appreciation  of the
underlying security or currency owned by the Portfolio.

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

         Writing  Covered  Put  Options.  The  Portfolio  may write  American or
European  style  covered put options and  purchase  options to close out options
previously written by the Portfolio.

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

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

         Purchasing Put Options. The Portfolio may purchase American or European
style put options. As the holder of a put option, the Portfolio has the right to
sell the  underlying  security  or currency  at the  exercise  price at any time
during the option  period  (American  style) or at the  expiration of the option
(European  style).  The Portfolio may enter into closing sale  transactions with
respect to such options,  exercise them or permit them to expire.  The Portfolio
may purchase put options for defensive  purposes in order to protect  against an
anticipated decline in the value of its securities or currencies.  An example of
such use of put  options is  provided  in this  Statement  under  "Certain  Risk
Factors and Investment Methods."

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

         Purchasing  Call  Options.  The  Portfolio  may  purchase  American  or
European style call options.  As the holder of a call option,  the Portfolio has
the right to purchase the underlying  security or currency at the exercise price
at any time during the option period  (American  style) or at the  expiration of
the  option  (European  style).  The  Portfolio  may  enter  into  closing  sale
transactions  with  respect to such  options,  exercise  them or permit  them to
expire.  The  Portfolio  may purchase call options for the purpose of increasing
its current return or avoiding tax  consequences  which could reduce its current
return.  The  Portfolio  may also  purchase call options in order to acquire the
underlying  securities or currencies.  Examples of such uses of call options are
provided in this Statement under "Certain Risk Factors and Investment Methods."

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

         Dealer   (Over-the-Counter)   Options.  The  Portfolio  may  engage  in
transactions  involving  dealer  options.  Certain  risks are specific to dealer
options.  While the Portfolio  would look to a clearing  corporation to exercise
exchange-traded  options,  if the Portfolio were to purchase a dealer option, it
would rely on the  dealer  from whom it  purchased  the option to perform if the
option were  exercised.  Failure by the dealer to do so would result in the loss
of the premium paid by the Portfolio as well as loss of the expected  benefit of
the  transaction.  For a discussion of dealer options,  see this Statement under
"Certain Risk Factors and Investment Methods."

         Futures Contracts.

                  Transactions in Futures.  The Portfolio may enter into futures
contracts,  including stock index, interest rate and currency futures ("futures"
or  "futures  contracts").   The  Portfolio  may  also  enter  into  futures  on
commodities  related to the types of companies in which it invests,  such as oil
and gold  futures.  Otherwise  the  nature of such  futures  and the  regulatory
limitations  and risks to which they are subject are the same as those described
below.

         Stock index futures contracts may be used to attempt to hedge a portion
of the  Portfolio,  as a cash  management  tool,  or as an efficient way for the
Sub-advisor  to  implement  either an increase or decrease in  portfolio  market
exposure in response to changing market  conditions.  The Portfolio may purchase
or sell futures  contracts  with respect to any stock  index.  Nevertheless,  to
hedge the Portfolio successfully,  the Portfolio must sell futures contacts with
respect  to  indices  or  subindices  whose  movements  will have a  significant
correlation with movements in the prices of the Portfolio's securities.

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

         The  Portfolio  will enter into futures  contracts  which are traded on
national or foreign futures exchanges,  and are standardized as to maturity date
and underlying financial instrument. Futures exchanges and trading in the United
States are  regulated  under the  Commodity  Exchange Act by the CFTC.  Although
techniques  other than the sale and purchase of futures  contracts could be used
for the  above-referenced  purposes,  futures  contracts  offer an effective and
relatively low cost means of implementing  the  Portfolio's  objectives in these
areas.

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

         The  Portfolio  may not purchase or sell  futures  contracts or related
options if, with respect to positions  which do not qualify as bona fide hedging
under  applicable CFTC rules,  the sum of the amounts of initial margin deposits
and premiums paid on those  positions  would exceed 5% of the net asset value of
the Portfolio after taking into account unrealized profits and unrealized losses
on any such contracts it has entered into; provided,  however,  that in the case
of an option that is  in-the-money  at the time of  purchase,  the  in-the-money
amount may be excluded in calculating  the 5%  limitation.  For purposes of this
policy  options on futures  contracts and foreign  currency  options traded on a
commodities  exchange will be considered  "related  options." This policy may be
modified by the Board of Trustees of the Trust  without a  shareholder  vote and
does not limit the percentage of the Portfolio's assets at risk to 5%.

         In instances involving the purchase of futures contracts or the writing
of call or put  options  thereon  by the  Portfolio,  an amount of cash or other
liquid  assets  equal to the market value of the futures  contracts  and options
thereon (less any related margin deposits),  will be identified by the Portfolio
to cover the  position,  or  alternative  cover  (such as  owning an  offsetting
position)  will be  employed.  Assets  used as  cover  or held in an  identified
account cannot be sold while the position in the corresponding  option or future
is open,  unless  they are  replaced  with  similar  assets.  As a  result,  the
commitment of a large portion of the  Portfolio's  assets to cover or identified
accounts could impede  portfolio  management or the Portfolio's  ability to meet
redemption requests or other current obligations.

         Options on Futures  Contracts.  The  Portfolio  may  purchase  and sell
options on the same types of futures in which it may invest.  As an  alternative
to writing  or  purchasing  call and put  options on stock  index  futures,  the
Portfolio may write or purchase call and put options on financial indices.  Such
options  would be used in a manner  similar  to the use of  options  on  futures
contracts.  From  time to time,  a  single  order to  purchase  or sell  futures
contracts (or options  thereon) may be made on behalf of the Portfolio and other
mutual funds or  portfolios of mutual funds  managed by the  Sub-advisor  or its
affiliates.  Such  aggregated  orders would be allocated among the Portfolio and
such  other  portfolios  in a  fair  and  non-discriminatory  manner.  See  this
Statement and Trust's  Prospectus  under  "Certain  Risk Factors and  Investment
Methods" for a description of certain risks in options and future contracts.

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

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

         Foreign Securities. The Portfolio may invest in U.S. dollar-denominated
and non-U.S. dollar-denominated securities of foreign issuers. There are special
risks  in  foreign  investing.  Certain  of  these  risks  are  inherent  in any
international mutual fund while others relate more to the countries in which the
Portfolio will invest.  Many of the risks are more pronounced for investments in
developing  or emerging  countries,  such as many of the  countries of Southeast
Asia,  Latin  America,  Eastern  Europe and the Middle East.  For an  additional
discussion of certain  risks  involved in investing in foreign  securities,  see
this  Statement  and the Trust's  Prospectus  under  "Certain  Risk  Factors and
Investment Methods."

         Foreign  Currency  Transactions.  A forward foreign  currency  exchange
contract  involves an  obligation  to purchase or sell a specific  currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties,  at a price set at the time of the  contract.  These
contracts are  principally  traded in the interbank  market  conducted  directly
between currency traders (usually large,  commercial banks) and their customers.
A forward contract generally has no deposit requirement,  and no commissions are
charged at any stage for trades.

         The  Portfolio  may enter  into  forward  contracts  for a  variety  of
purposes in connection with the management of the foreign  securities portion of
its portfolio.  The Portfolio's use of such contracts would include,  but not be
limited to, the following.  First, when the Portfolio enters into a contract for
the purchase or sale of a security  denominated  in a foreign  currency,  it may
desire to "lock in" the U.S.  dollar  price of the  security.  Second,  when the
Sub-advisor  believes that one currency may  experience a  substantial  movement
against another currency, including the U.S. dollar, it may enter into a forward
contract to sell or buy the amount of the former foreign currency, approximating
the  value  of some or all of the  Portfolio's  securities  denominated  in such
foreign currency. Alternatively,  where appropriate, the Portfolio may hedge all
or part  of its  foreign  currency  exposure  through  the  use of a  basket  of
currencies  or a proxy  currency  where such  currency or  currencies  act as an
effective  proxy for other  currencies.  In such a case, the Portfolio may enter
into a forward  contract  where the amount of the  foreign  currency  to be sold
exceeds the value of the securities  denominated  in such  currency.  The use of
this basket hedging technique may be more efficient and economical than entering
into separate  forward  contracts for each currency held in the  Portfolio.  The
precise matching of the forward contract amounts and the value of the securities
involved  will  not  generally  be  possible  since  the  future  value  of such
securities  in  foreign  currencies  will  change  as a  consequence  of  market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures.  The projection of short-term  currency
market  movement is  extremely  difficult,  and the  successful  execution  of a
short-term  hedging strategy is highly  uncertain.  Under normal  circumstances,
consideration  of the prospect for currency  parities will be incorporated  into
the longer term investment decisions made with regard to overall diversification
strategies.  However,  Sub-advisor  believes  that it is  important  to have the
flexibility  to enter into such forward  contracts  when it determines  that the
best interests of the Portfolio will be served.

         The  Portfolio  may enter into forward  contracts for any other purpose
consistent with the Portfolio's investment objective and policies.  However, the
Portfolio will not enter into a forward  contract,  or maintain  exposure to any
such  contract(s),  if the amount of foreign  currency  required to be delivered
thereunder  would exceed the Portfolio's  holdings of liquid assets and currency
available for cover of the forward contract(s).  In determining the amount to be
delivered under a contract, the Portfolio may net offsetting positions.

         At the  maturity  of a forward  contract,  the  Portfolio  may sell the
portfolio  security and make delivery of the foreign currency,  or it may retain
the  security  and either  extend  the  maturity  of the  forward  contract  (by
"rolling" that contract forward) or may initiate a new forward contract.

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

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

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

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

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

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

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

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

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

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

         Reverse  Repurchase  Agreements.  Although the Portfolio has no current
intention,  in  the  foreseeable  future,  of  engaging  in  reverse  repurchase
agreements,  the  Portfolio  reserves  the  right to do so.  Reverse  repurchase
agreements are ordinary repurchase  agreements in which a fund is the seller of,
rather than the investor in,  securities,  and agrees to  repurchase  them at an
agreed  upon  time and  price.  Use of a  reverse  repurchase  agreement  may be
preferable to a regular sale and later  repurchase of the securities  because it
avoids  certain  market  risks  and  transaction  costs.  A  reverse  repurchase
agreement may be viewed as a type of borrowing by the Portfolio.

     Warrants.  The Portfolio may acquire warrants.  For a discussion of certain
risks  involved  therein,  see this  Statement  under  "Certain  Risk Factor and
Investment Methods."

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

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

     Money Market  Securities.  The Portfolio will hold a certain portion of its
assets in U.S. and foreign dollar-denominated money market securities, including
repurchase agreements,  rated in the two highest rating categories,  maturing in
one year or less.

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  limitations  are  applicable to the AST Gabelli  Small-Cap  Value
Portfolio.  These  limitations are not  "fundamental"  restrictions,  and can be
changed by the Trustees without shareholder approval. The Portfolio will not:

1.   Purchase additional  securities when money borrowed exceeds 5% of its total
     assets;

2.   Invest in companies for the purpose of exercising management or control;

3.   Purchase  a futures  contract  or an option  thereon  if,  with  respect to
     positions in futures or options on futures which do not represent bona fide
     hedging,  the aggregate  initial  margin and premiums on such options would
     exceed 5% of the Portfolio's net asset value;

4.   Purchase  illiquid  securities  if, as a  result,  more than 15% of its net
     assets would be invested in such securities. Securities eligible for resale
     under  Rule 144A of the  Securities  Act of 1933 may be subject to this 15%
     limitation;

5.   Purchase securities of open-end or closed-end  investment  companies except
     in compliance with the 1940 Act or the conditions of any order of exemption
     from the SEC  regarding  the purchase of  securities  of money market funds
     managed by the Sub-advisor or its affiliates;

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

7.   Mortgage,  pledge,  hypothecate  or, in any manner,  transfer  any security
     owned by the  Portfolio  as  security  for  indebtedness  except  as may be
     necessary in connection with permissible borrowings or investments and then
     such mortgaging,  pledging or  hypothecating  may not exceed 33 1/3% of the
     Portfolio's total assets at the time of borrowing or investment;

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

9.   Effect short sales of securities; or

10.  Invest in warrants if, as a result  thereof,  more than 10% of the value of
     the net assets of the Portfolio would be invested in warrants,  except that
     this  restriction  does not apply to  warrants  acquired as a result of the
     purchase of another security. For purposes of these percentage limitations,
     the warrants will be valued at the lower of cost or market.

AST Janus Mid-Cap Growth Portfolio:

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

Investment Policies:

         Foreign  Securities.  The  Portfolio  may  invest  up to 25% of its net
assets in foreign securities  denominated in foreign currencies and not publicly
traded  in the  United  States.  Investing  in  securities  of  foreign  issuers
generally involves risks not ordinarily  associated with investing in securities
of  domestic  issuers.  For a  discussion  of  the  risks  involved  in  foreign
securities,  see this Statement and the Trust's  Prospectus  under "Certain Risk
Factors and Investment Methods."

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

         Investment  Company  Securities.  From time to time,  the Portfolio may
invest in securities of other investment companies, subject to the provisions of
Section  12(d)(1) of the 1940 Act. The  Portfolio  may invest in  securities  of
money market funds managed by the  Sub-advisor  in excess of the  limitations of
Section  12(d)(1)  under the terms of an SEC  exemptive  order  obtained  by the
Sub-advisor and the funds that are advised or sub-advised by the Sub-advisor.

         Municipal   Obligations.   The   Portfolio   may  invest  in  municipal
obligations  issued by states,  territories and possessions of the United States
and the District of Columbia. The value of municipal obligations can be affected
by changes in their actual or perceived  credit  quality.  The credit quality of
municipal  obligations  can be  affected  by among  other  things the  financial
condition of the issuer or guarantor,  the issuer's  future  borrowing plans and
sources of revenue,  the  economic  feasibility  of the revenue  bond project or
general  borrowing  purpose,  political or economic  developments  in the region
where the  security  is  issued,  and the  liquidity  of the  security.  Because
municipal securities are generally traded  over-the-counter,  the liquidity of a
particular issue often depends on the willingness of dealers to make a market in
the security.  The liquidity of some  municipal  obligations  may be enhanced by
demand  features,  which would enable the  Portfolio to demand  payment on short
notice from the issuer or a financial intermediary.

         Income-Producing  Securities. Types of income producing securities that
the  Portfolio  may purchase  include,  but are not limited to, (i) variable and
floating rate  obligations,  which are securities having interest rates that are
adjusted periodically  according to a specified formula,  usually with reference
to some interest rate index or market interest rate,  (ii) standby  commitments,
which  are  instruments  similar  to puts  that give the  holder  the  option to
obligate a broker, dealer or bank to repurchase a security at a specified price,
and (iii) tender option bonds,  which are  relatively  long-term  bonds that are
coupled with the  agreement of a third party (such as a broker,  dealer or bank)
to grant the holders of such  securities  the option to tender the securities to
the  institution  at periodic  intervals.  The Portfolio  will purchase  standby
commitments,  tender option bonds and instruments with demand features primarily
for the purpose of increasing the liquidity of its portfolio.  The Portfolio may
also invest in inverse  floaters,  which are debt  instruments  the  interest on
which  varies  in an  inverse  relationship  to the  interest  rate  on  another
security.  If  movements  in interest  rates are  incorrectly  anticipated,  the
Portfolio  could lose money or its net asset value  could  decline by the use of
inverse  floaters.  The Portfolio  will not invest more than 5% of its assets in
inverse floaters.  The Portfolio may also invest in strip bonds,  which are debt
securities  that  are  stripped  of  their  interest  (usually  by  a  financial
intermediary)  after  the  securities  are  issued.  The  market  value of these
securities  generally  fluctuates  more in response to changes in interest rates
than interest-paying securities of comparable maturity.

         Zero Coupon, Step Coupon and Pay-In-Kind Securities.  The Portfolio may
invest  up to 10% of its  assets in zero  coupon,  pay-in-kind  and step  coupon
securities.  Zero coupon bonds are described in this  Statement  under  "Certain
Risk Factors and Investment Methods." Step coupon bonds trade at a discount from
their face value and pay coupon interest.  The coupon rate is low for an initial
period and then increases to a higher coupon rate thereafter.  The discount from
the face amount or par value depends on the time  remaining  until cash payments
begin,  prevailing  interest rates,  liquidity of the security and the perceived
credit  quality of the issuer.  Pay-in-kind  bonds  normally  give the issuer an
option to pay cash at a coupon payment date or give the holder of the security a
similar  bond with the same  coupon rate and a face value equal to the amount of
the  coupon  payment  that  would  have  been  made.  For  the  purposes  of the
Portfolio's   restriction   on   investing   in   income-producing   securities,
income-producing  securities  include  securities  that make  periodic  interest
payments as well as those that make interest payments on a deferred basis or pay
interest only at maturity (e.g., Treasury bills or zero coupon bonds).

         Generally,   the  market  prices  of  zero  coupon,   step  coupon  and
pay-in-kind  securities are more volatile than the prices of securities that pay
interest  periodically  and in cash and are  likely to  respond  to  changes  in
interest  rates to a greater degree than other types of debt  securities  having
similar maturities and credit quality.

         High-Yield/High-Risk  Securities. The Portfolio may invest up to 35% of
its net assets in bonds that are rated below investment grade. The Portfolio may
also invest in unrated debt securities of foreign and domestic issuers.  Unrated
debt, while not necessarily of lower quality than rated securities, may not have
as broad a market.  Because of the size and perceived demand of the issue, among
other  factors,  certain  municipalities  may not incur the costs of obtaining a
rating. The Sub-advisor will analyze the creditworthiness of the issuer, as well
as any  financial  institution  or other party  responsible  for payments on the
security,  in determining  whether to purchase unrated municipal bonds.  Unrated
bonds  will be  included  in the 35% limit  unless  the  Sub-advisor  deems such
securities  to  be  the  equivalent  of  investment  grade  securities.   For  a
description of these securities and a discussion of the risks involved  therein,
see this  Statement and the Trust's  Prospectus  under "Certain Risk Factors and
Investment Methods."

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

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

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

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

         Reverse Repurchase Agreements. The Portfolio may use reverse repurchase
agreements to provide cash to satisfy unusually heavy redemption requests or for
other temporary or emergency purposes without the necessity of selling portfolio
securities,  or to earn  additional  income  on  portfolio  securities,  such as
Treasury  bills or notes.  The  Portfolio  will  enter into  reverse  repurchase
agreements  only with parties that the  Sub-advisor  deems  creditworthy.  Using
reverse  repurchase  agreements to earn additional income involves the risk that
the  interest  earned on the  invested  proceeds is less than the expense of the
reverse  repurchase  agreement  transaction.  This  technique  may  also  have a
leveraging  effect on the Portfolio,  although the requirement for the Portfolio
to segregate assets in the amount of the reverse repurchase  agreement minimizes
this effect.

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

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

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

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

         Swaps and Swap-Related  Products. The Portfolio may enter into interest
rate swaps, caps and floors on either an asset-based or  liability-based  basis,
depending  upon  whether it is hedging its assets or its  liabilities,  and will
usually  enter into  interest  rate swaps on a net basis (i.e.,  the two payment
streams are netted out, with the Portfolio  receiving or paying, as the case may
be, only the net amount of the two payments).  The net amount of the excess,  if
any, of the Portfolio's  obligations  over its entitlement  with respect to each
interest  rate swap will be calculated on a daily basis and an amount of cash or
other liquid  assets  having an aggregate  net asset value at least equal to the
accrued  excess will be  maintained in a segregated  account by the  Portfolio's
custodian.  If the  Portfolio  enters into an interest rate swap on other than a
net basis, it would maintain a segregated  account in the full amount accrued on
a daily basis of its  obligations  with respect to the swap.  The Portfolio will
not enter into any  interest  rate  swap,  cap or floor  transaction  unless the
unsecured senior debt or the claims-paying ability of the other party thereto is
rated in one of the three highest rating categories of at least one NRSRO at the
time of  entering  into such  transaction.  The  Sub-advisor  will  monitor  the
creditworthiness  of all  counterparties  on an  ongoing  basis.  If  there is a
default  by the  other  party to such a  transaction,  the  Portfolio  will have
contractual remedies pursuant to the agreements related to the transaction.

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

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

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

         1. The Portfolio does not currently  intend to sell  securities  short,
unless  it owns or has the  right to obtain  securities  equivalent  in kind and
amount to the  securities  sold short  without  the  payment  of any  additional
consideration  therefor,  and provided that  transactions  in futures,  options,
swaps and forward  contracts  are not deemed to  constitute  selling  securities
short.

         2. The Portfolio  does not currently  intend to purchase  securities on
margin,  except that the  Portfolio  may obtain such  short-term  credits as are
necessary for the clearance of  transactions,  and provided that margin payments
and other deposits in connection with  transactions in futures,  options,  swaps
and forward contracts shall not be deemed to constitute purchasing securities on
margin.

         3. The  Portfolio  may not mortgage or pledge any  securities  owned or
held by the  Portfolio  in amounts  that exceed,  in the  aggregate,  15% of the
Portfolio's  net asset value,  provided that this  limitation  does not apply to
reverse repurchase agreements, deposits of assets to margin, guarantee positions
in futures, options, swaps or forward contracts, or the segregation of assets in
connection with such contracts.

         4. The Portfolio does not currently  intend to purchase any security or
enter  into a  repurchase  agreement  if, as a result,  more than 15% of its net
assets would be invested in  repurchase  agreements  not entitling the holder to
payment of principal and interest  within seven days and in securities  that are
illiquid by virtue of legal or contractual restrictions on resale or the absence
of a readily  available  market.  The Trustees,  or the Portfolio's  Sub-advisor
acting  pursuant to authority  delegated by the Trustees,  may determine  that a
readily  available market exists for securities  eligible for resale pursuant to
Rule 144A under the  Securities  Act of 1933  ("Rule 144A  Securities"),  or any
successor  to such rule,  Section  4(2)  commercial  paper and  municipal  lease
obligations.  Accordingly,  such  securities may not be subject to the foregoing
limitation.

5.   The  Portfolio  may not invest in companies  for the purpose of  exercising
     control of management.

AST Alger Mid-Cap Growth Portfolio:

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

Investment Policies:

     Cash  Position.  In order to afford the Portfolio the  flexibility  to take
advantage of new opportunities for investments in accordance with its investment
objective or to meet redemptions, it may, under normal circumstances, hold up to
15% of its total assets in money market instruments  including,  but not limited
to,  certificates of deposit,  time deposits and bankers'  acceptances issued by
domestic bank and thrift institutions,  U.S. Government  securities,  commercial
paper and repurchase agreements. In addition, when the Sub-advisor's analysis of
economic and  technical  market  factors  suggests that common stock prices will
decline sufficiently so that a temporary defensive position is deemed advisable,
the Portfolio may invest in these instruments without limitation.

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

         U.S.  Government  Agency  Obligations.  These  securities are issued or
guaranteed by U.S. Government-sponsored  enterprises and federal agencies. These
include  securities  issued  by  the  Federal  National  Mortgage   Association,
Government National Mortgage  Association,  Federal Home Loan Bank, Federal Land
Banks, Farmers Home Administration, Banks for Cooperatives, Federal Intermediate
Credit Banks,  Federal  Financing  Bank,  Farm Credit Banks,  the Small Business
Administration, Federal Housing Administration and Maritime Administration. Some
of these  securities  are  supported  by the full  faith and  credit of the U.S.
Treasury;   and  the  remainder  are  supported   only  by  the  credit  of  the
instrumentality,  which may or may not include the right of the issuer to borrow
from the  Treasury.  Certain  of these  securities  may have  volatility  risks,
prepayment  risks and extension risk,  which could have a negative impact on the
Portfolio's net asset value.

         Bank   Obligations.   These  are  certificates  of  deposit,   bankers'
acceptances and other short-term debt  obligations.  Certificates of deposit are
short-term  obligations  of commercial  banks.  A bankers'  acceptance is a time
draft drawn on a  commercial  bank by a  borrower,  usually in  connection  with
international commercial transactions. Certificates of deposit may have fixed or
variable rates.

         The  Portfolio  will  not  invest  in any  debt  security  issued  by a
commercial bank unless (i) the bank has total assets of at least $1 billion,  or
the equivalent in other  currencies,  or, in the case of domestic banks which do
not have total assets of at least $1 billion,  the aggregate  investment made in
any one such  bank is  limited  to  $100,000  and the  principal  amount of such
investment is insured in full by the Federal Deposit Insurance Corporation, (ii)
in the case of U.S.  banks,  it is a member  of the  Federal  Deposit  Insurance
Corporation,  and (iii) in the case of foreign  banks,  the  security is, in the
opinion of the Sub-advisor,  of an investment  quality  comparable to other debt
securities  which may be purchased by the Portfolios.  These  limitations do not
prohibit  investments in securities  issued by foreign  branches of U.S.  banks,
provided such U.S. banks meet the foregoing requirements.

         Investments   by  the  Portfolio  in  foreign  bank   obligations   and
obligations of foreign branches of domestic banks present many of the same risks
as  investments in foreign  securities  generally.  In view of these risks,  the
Sub-advisor will carefully  evaluate these investments on a case-by-case  basis.
For  additional  discussion  of foreign  securities  and their  risks,  see this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Short-term   Corporate   Debt   Securities.   These   are   outstanding
nonconvertible corporate debt securities (e.g., bonds and debentures) which have
one year or less  remaining  to maturity.  Corporate  debt  securities  may have
fixed, variable, or floating rates. For additional discussion on debt securities
see this Statement under "Certain Risk Factors and Investment Methods."

     Commercial  Paper.   These  are  short-term   promissory  notes  issued  by
corporations primarily to finance short-term credit needs.

         Variable Rate Master Demand Notes. These are unsecured instruments that
permit the indebtedness  thereunder to vary and provide for periodic adjustments
in the  interest  rate.  Because  these  notes are direct  lending  arrangements
between the Portfolio and the issuer, they are not normally traded.  Although no
active  secondary  market may exist for these notes,  the  Portfolio  may demand
payment of principal and accrued  interest at any time or may resell the note to
a third  party.  While  the  notes  are not  typically  rated by  credit  rating
agencies,  issuers  of  variable  rate  master  demand  notes must  satisfy  the
Sub-advisor  that the same criteria for issuers of commercial  paper are met. In
addition,  when purchasing  variable rate master demand notes for the Portfolio,
the Sub-advisor will consider the earning power,  cash flows and other liquidity
ratios of the issuers of the notes and will continuously monitor their financial
status  and  ability  to meet  payment  on  demand.  In the event an issuer of a
variable rate master demand note were to default on its payment obligations, the
Portfolio  might be unable to  dispose of the note  because of the  absence of a
secondary  market and  could,  for this or other  reasons,  suffer a loss to the
extent of the default.


     Firm Commitment  Agreements and When-Issued  Transactions.  Firm commitment
agreements  and  when-issued  transactions  would be used,  for example,  when a
decline in the yield of securities of a given issuer is  anticipated  and a more
advantageous  yield  may  be  obtained  by  committing   currently  to  purchase
securities  to be issued  later.  The Portfolio  will  segregate  cash or liquid
securities in an amount sufficient at all times to meet its purchase obligations
under these agreements. Additional information about firm commitment agreements,
when-issued  transactions  and their risks is included in this Statement and the
Trust's Prospectus under "Certain Risk Factors and Investment Methods."


         Lending of Portfolio Securities. The Portfolio will not lend securities
to the Investment Manager,  the Sub-advisor or their affiliates.  By lending its
securities,  the  Portfolio  can  increase its income by  continuing  to receive
interest or dividends on the loaned  securities  as well as by either  investing
the cash  collateral  or by earning  income in the form of interest  paid by the
borrower when U.S. Government  securities are used as collateral.  The Portfolio
will adhere to the following  conditions whenever its securities are loaned: (a)
the borrower  will be obligated to deliver at least 100 percent cash  collateral
or equivalent  securities to the Portfolio,  (b) the borrower must increase this
collateral whenever the market value of the loaned securities  including accrued
interest  exceeds the value of the  collateral,  (c) the Portfolio  must receive
reasonable  interest on the loan,  as well as any  dividends,  interest or other
distributions on the loaned securities and any increase in market value, (d) the
Portfolio may pay only  reasonable  custodian fees in connection  with the loan.
For additional  information on the lending of Portfolio securities and its risks
see this  Statement and the Trust's  Prospectus  under "Certain Risk Factors and
Investment Methods."

         Foreign Securities.  The Portfolio may invest up to 20% of the value of
its total  assets in  foreign  securities  (not  including  American  Depositary
Receipts,  American Depositary Shares or U.S.  dollar-denominated  securities of
foreign issuers). Foreign securities investments may be affected by, among other
matters,  changes in governmental  administration or economic or monetary policy
(in the United  States and  abroad) or changed  circumstances  in dealing  among
nations.  Securities purchased on a foreign exchange may be held in custody by a
bank or other depository  located in that market.  For additional  discussion on
foreign  securities see this Statement and the Trust's Prospectus under "Certain
Risk Factors and Investment Methods."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The  following  limitations  are  applicable  to the AST  Alger  Mid-Cap  Growth
Portfolio.  These  limitations  are not  "fundamental"  restrictions  and may be
changed by the Trustees without shareholder approval. The Portfolio will not:

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

2.   Mortgage,  pledge,  hypothecate  or, in any manner,  transfer  any security
     owned by the  Portfolio  as  security  for  indebtedness  except  as may be
     necessary in connection with permissible borrowings or investments and then
     such  mortgaging,  pledging  or  hypothecating  may not  exceed  10% of the
     Portfolio's  total  assets at the time of borrowing  or  investment.  These
     restrictions  shall not apply to transactions  involving reverse repurchase
     agreements  or the  purchase  of  securities  subject  to  firm  commitment
     agreements or on a when-issued basis;

3.   Invest in oil, gas or mineral leases.

4.   Purchase securities of open-end or closed-end  investment  companies except
     in compliance with the 1940 Act.


5.   The  Portfolio  may not invest more than 15% of the assets of the Portfolio
     (taken at the time of the investments) in "illiquid  securities,"  illiquid
     securities  being  defined  to  include  securities  subject  to  legal  or
     contractual  restrictions on resale (which may include private placements),
     repurchase  agreements  maturing in more than seven days,  certain  options
     traded over the counter that the Portfolio has purchased,  securities being
     used to cover options a Portfolio has written,  securities for which market
     quotations are not readily available,  or other securities which legally or
     in the Sub-advisor's option may be deemed illiquid.


6.   Selling  securities  short,  except that the Portfolio may sell  securities
     "short against the box."

7.   Writing or selling puts, calls, straddles, spreads or combinations thereof.

8.   Making investments for the purpose of exercising control or management.

AST Neuberger Berman Mid-Cap Growth Portfolio:

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

Investment Policies:

         Securities  Loans. In order to realize  income,  the Portfolio may lend
portfolio  securities with a value not exceeding  33-1/3% of its total assets to
banks,  brokerage  firms,  or  institutional  investors.  Borrowers are required
continuously to secure their  obligations to return  securities on loan from the
Portfolio by depositing  collateral,  which will be marked to market daily, in a
form determined to be satisfactory by the Trustees and equal to at least 100% of
the market value of the loaned  securities,  which will also be marked to market
daily. The Sub-advisor believes the risk of loss on these transactions is slight
because,  if a borrower were to default for any reason,  the  collateral  should
satisfy the  obligation.  However,  as with other  extensions of secured credit,
loans  of  portfolio  securities  involve  some  risk of loss of  rights  in the
collateral should the borrower fail financially.

         Reverse Repurchase Agreements.  In a reverse repurchase agreement,  the
Portfolio sells portfolio  securities subject to its agreement to repurchase the
securities  at a later  date  for a fixed  price  reflecting  a  market  rate of
interest;  these  agreements  are  considered  borrowings  for  purposes  of the
Portfolio's investment limitations and policies concerning borrowings.  There is
a risk that the counterparty to a reverse repurchase agreement will be unable or
unwilling to complete the  transaction as scheduled,  which may result in losses
to the Portfolio.

         Covered Call  Options.  The Portfolio may write covered call options on
securities it owns. Generally, the purpose of writing these options is to reduce
the effect of price  fluctuation of securities held by the Portfolio's net asset
value.  Securities  on which call  options may be written by the  Portfolio  are
purchased solely on the basis of investment  considerations  consistent with the
Portfolio's investment objectives.

         When the  Portfolio  writes a call  option,  it is  obligated to sell a
security to a purchaser at a specified price at any time until a certain date if
the purchaser decides to exercise the option.  The Portfolio  receives a premium
for writing the call option. The Portfolio writes only "covered" call options on
securities it owns.  So long as the  obligation of the writer of the call option
continues,  the writer may be  assigned  an  exercise  notice,  requiring  it to
deliver the  underlying  security  against  payment of the exercise  price.  The
Portfolio  may be  obligated to deliver  securities  underlying a call option at
less  than  the  market  price  thereby  giving  up any  additional  gain on the
security.

         When the Portfolio  purchases a call option,  it pays a premium for the
right to  purchase  a  security  from the writer at a  specified  price  until a
specified  date. A call option  would be purchased by the  Portfolio to offset a
previously written call option.

         The  writing  of covered  call  options  is a  conservative  investment
technique believed to involve relatively little risk (in contrast to the writing
of "naked" or uncovered  call options,  which the Portfolio will not do), but is
capable of enhancing the Portfolio's  total return.  When writing a covered call
option, the Portfolio,  in return for the premium,  gives up the opportunity for
profit  from a price  increase in the  underlying  security  above the  exercise
price, but conversely  retains the risk of loss should the price of the security
decline.  If a call option that the Portfolio has written  expires  unexercised,
the Portfolio will realize a gain in the amount of the premium;  however, in the
case of a call option,  that gain may be offset by a decline in the market value
of the  underlying  security  during the option  period.  If the call  option is
exercised,  the Portfolio  will realize a gain or loss from the sale or purchase
of the underlying security.

           The exercise price of an option may be below,  equal to, or above the
market  value of the  underlying  security  at the time the  option is  written.
Options  normally have  expiration  dates between three and nine months from the
date written.  The obligation under any option terminates upon expiration of the
option or, at an earlier  time,  when the writer  offsets the option by entering
into a "closing purchase transaction" to purchase an option of the same series.

           Options are traded both on national  securities  exchanges and in the
over-the-counter  ("OTC")  market.  Exchange-traded  options  are  issued  by  a
clearing  organization  affiliated  with the  exchange  on which  the  option is
listed;  the clearing  organization  in effect  guarantees  completion of, every
exchange-traded  option.  In  contrast,  OTC options are  contracts  between the
Portfolio and its counter-party with no clearing organization  guarantee.  Thus,
when the Portfolio  sells or purchases an OTC option,  it generally will be able
to "close  out" the  option  prior to its  expiration  only by  entering  into a
"closing  purchase  transaction"  with  the  dealer  to whom or  from  whom  the
Portfolio  originally sold or purchased the option. The Sub-advisor monitors the
creditworthiness  of dealers with which the Portfolio may engage in OTC options,
and will limit  counterparties  in such transactions to dealers with a net worth
of at least $20 million as reported in their latest financial statements. For an
additional  discussion of OTC options and their risks,  see this Statement under
"Certain Risk Factors and Investment Methods."

           The premium  received (or paid) by the  Portfolio  when it writes (or
purchases)  an option is the amount at which the option is  currently  traded on
the applicable exchange,  less (or plus) a commission.  The premium may reflect,
among other things,  the current  market price of the underlying  security,  the
relationship  of the exercise price to the market price,  the  historical  price
volatility of the  underlying  security,  the length of the option  period,  the
general  supply  of and  demand  for  credit,  and  the  general  interest  rate
environment.  The  premium  received by the  Portfolio  for writing an option is
recorded as a liability on the Portfolio's  statement of assets and liabilities.
This liability is adjusted daily to the option's current market value.

         The  Portfolio  pays  the  brokerage  commissions  in  connection  with
purchasing  or  writing  options,  including  those  used to close out  existing
positions. These brokerage commissions normally are higher than those applicable
to purchases and sales of portfolio securities.

         For an  additional  discussion  of options  and their  risks,  see this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Foreign Securities. The Portfolio may invest in U.S. dollar-denominated
equity and debt  securities  issued by foreign issuers  (including  governments,
quasi-governments  and  foreign  banks)  and  foreign  branches  of U.S.  banks,
including  negotiable CDs and commercial paper. These investments are subject to
the Portfolio's  quality standards.  While investments in foreign securities are
intended to reduce risk by providing further  diversification,  such investments
involve  sovereign  and other risks,  in addition to the credit and market risks
normally associated with domestic securities.

         The  Portfolio may invest in equity,  debt,  or other  income-producing
securities that are denominated in or indexed to foreign currencies,  including,
but not limited to (1) common and preferred stocks, (2) convertible  securities,
(3) warrants,  (4) CDs,  commercial  paper,  fixed-time  deposits,  and bankers'
acceptances issued by foreign banks, (5) obligations of other corporations,  and
(6) obligations of foreign  governments,  or their subdivisions,  agencies,  and
instrumentalities,  international agencies, and supranational entities. Risks of
investing   in   foreign   currency    denominated    securities   include   (1)
nationalization, expropriation, or confiscatory taxation, (2) adverse changes in
investment or exchange control  regulations (which could prevent cash from being
brought back to the U.S.), and (3) expropriation or  nationalization  of foreign
portfolio companies.  Mail service between the U.S. and foreign countries may be
slower or less reliable than within the United States,  thus increasing the risk
of delayed  settlements of portfolio  transactions or loss of  certificates  for
portfolio securities.  For an additional discussion of the risks associated with
foreign  securities,  whether denominated in U.S. dollars or foreign currencies,
see this  Statement and the Trust's  Prospectus  under "Certain Risk Factors and
Investment Methods."

         Prices of foreign  securities and exchange rates for foreign currencies
may be  affected  by the  interest  rates  prevailing  in other  countries.  The
interest rates in other countries are often affected by local factors, including
the strength of the local economy,  the demand for borrowing,  the  government's
fiscal  and  monetary  policies,  and the  international  balance  of  payments.
Individual  foreign  economies may differ favorably or unfavorably from the U.S.
economy in such respects as gross national product,  rate of inflation,  capital
reinvestment, resource self-sufficiency, and balance of payments position.

         Foreign   markets  also  have   different   clearance  and   settlement
procedures,  and in certain markets there have been times when  settlements have
been unable to keep pace with the volume of securities  transactions,  making it
difficult to conduct such  transactions.  Such delays in settlement could result
in temporary periods when a portion of the assets of the Portfolio is uninvested
and no return is earned thereon. The inability of the Portfolio to make intended
security purchases due to settlement  problems could cause the Portfolio to miss
attractive   investment   opportunities.   Inability  to  dispose  of  portfolio
securities  due to  settlement  problems  could  result  either in losses to the
Portfolio due to subsequent declines in value of the portfolio  securities,  or,
if the  Portfolio  has  entered  into a contract to sell the  securities,  could
result in possible liability to the purchaser.

         The Portfolio may invest in foreign  corporate bonds and debentures and
sovereign debt instruments  issued or guaranteed by foreign  governments,  their
agencies or  instrumentalities.  Foreign  debt  securities  are subject to risks
similar to those of other foreign securities,  as well as risks similar to those
of other debt  securities,  as  discussed in this  Statement  and in the Trust's
Prospectus under "Investment  Objectives and Policies" and "Certain Risk Factors
and Investment Methods."

         In  order  to  limit  the  risk   inherent  in   investing  in  foreign
currency-denominated  securities,  the  Portfolio  may  not  purchase  any  such
security  if after such  purchase  more than 10% of its total  assets  (taken at
market  value)  would be invested in such  securities.  Within such  limitation,
however,  the  Portfolio  is not  restricted  in the  amount  it may  invest  in
securities denominated in any one foreign currency.

         Foreign  Currency  Transactions.  The  Portfolio  may engage in foreign
currency exchange  transactions.  Foreign currency exchange transactions will be
conducted either on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency  exchange market, or through entering into forward contracts to
purchase or sell foreign  currencies  ("forward  contracts").  The Portfolio may
enter into forward  contracts  in order to protect  against  uncertainty  in the
level of future  foreign  currency  exchange  rates.  The Portfolio may also use
forward contracts for non-hedging purposes.

         A  forward  contract  involves  an  obligation  to  purchase  or sell a
specific  currency  at a future  date,  which  may be any  fixed  number of days
(usually  less than one year) from the date of the  contract  agreed upon by the
parties, at a price set at the time of the contract.  These contracts are traded
in the interbank  market  conducted  directly  between  traders  (usually  large
commercial  banks) and their  customers.  A forward  contract  generally  has no
deposit  requirement,  and no  commissions  are charged at any stage for trades.
Although foreign  exchange  dealers do not charge a fee for conversion,  they do
realize a profit based on the difference (the spread) between the price at which
they are buying and selling various currencies.

         When the Portfolio enters into a contract for the purchase or sale of a
security  denominated in a foreign  currency,  it may wish to "lock in" the U.S.
dollar  price of the  security.  By  entering  into a forward  contract  for the
purchase or sale, for a fixed amount of U.S.  dollars,  of the amount of foreign
currency involved in the underlying security transactions, the Portfolio will be
able to protect itself against a possible loss.  When the  Sub-advisor  believes
that the  currency of a  particular  foreign  country  may suffer a  substantial
decline against the U.S.  dollar,  it may also enter into a forward  contract to
sell the  amount  of  foreign  currency  for a fixed  amount  of  dollars  which
approximates the value of some or all of a Portfolio's securities denominated in
such foreign currency.

         The  Portfolio  may also  engage  in  cross-hedging  by  using  forward
contracts  in one  currency  to  hedge  against  fluctuations  in the  value  of
securities  denominated in a different currency,  when the Sub-advisor  believes
that there is a pattern of correlation between the two currencies. The Portfolio
may also purchase and sell forward  contracts for non-hedging  purposes when the
Sub-advisor  anticipates that the foreign currency will appreciate or depreciate
in value, but securities in that currency do not present  attractive  investment
opportunities and are not held in the Portfolio's portfolio.

         When the Portfolio  engages in forward  contracts for hedging purposes,
it will not enter into  forward  contracts  to sell  currency  or maintain a net
exposure to such contracts if their consummation would obligate the Portfolio to
deliver an amount of foreign  currency  in excess of the value of its  portfolio
securities or other assets denominated in that currency.  At the consummation of
the forward  contract,  the  Portfolio  may either make  delivery of the foreign
currency or terminate  its  contractual  obligation  to deliver by purchasing an
offsetting  contract  obligating  it to purchase the same amount of such foreign
currency at the same maturity date. If the Portfolio chooses to make delivery of
the foreign  currency,  it may be required to obtain such  currency  through the
sale of portfolio securities  denominated in such currency or through conversion
of other assets into such  currency.  If the Portfolio  engages in an offsetting
transaction,  it will incur a gain or a loss to the extent that there has been a
change in forward contract prices. Closing purchase transactions with respect to
forward  contracts  are usually made with the currency  trader who is a party to
the original forward contract.

         The Portfolio is not required to enter into such  transactions and will
not do so unless deemed appropriate by the Sub-advisor.

         Using  forward  contracts  to  protect  the  value  of the  Portfolio's
portfolio  securities  against a decline  in the  value of a  currency  does not
eliminate  fluctuations in the underlying  prices of the  securities.  It simply
establishes  a rate of exchange  which can be  achieved at some future  point in
time.  The precise  projection of short-term  currency  market  movements is not
possible,  and short-term hedging provides a means of fixing the dollar value of
only a portion of the Portfolio's foreign assets.

         While the  Portfolio  may enter  forward  contracts to reduce  currency
exchange rate risks, transactions in such contracts involve certain other risks.
Thus,  while the  Portfolio  may benefit from such  transactions,  unanticipated
changes in currency  prices may result in a poorer overall  performance  for the
Portfolio than if it had not engaged in any such transactions.  Moreover,  there
may be imperfect  correlation  between the  Portfolio's  holdings of  securities
denominated in a particular  currency and forward  contracts entered into by the
Portfolio.  Such imperfect correlation may cause the Portfolio to sustain losses
which will  prevent it from  achieving a complete  hedge or expose it to risk of
foreign exchange loss.

         The Portfolio  generally will not enter into a forward  contract with a
term of  greater  than one year.  The  Portfolio  may  experience  delays in the
settlement of its foreign currency transactions.

         When  the  Portfolio  engages  in  forward  contracts  for the  sale or
purchase  of  currencies,  the  Portfolio  will  either  cover its  position  or
establish a segregated account. The Portfolio will consider its position covered
if it has  securities  in the  currency  subject  to the  forward  contract,  or
otherwise has the right to obtain that  currency at no  additional  cost. In the
alternative,  the Portfolio will place cash, fixed income,  or equity securities
(denominated  in the  foreign  currency  subject to the forward  contract)  in a
separate  account.  The amounts in such separate account will equal the value of
the  Portfolio's  assets  which are  committed  to the  consummation  of foreign
currency  exchange  contracts.  If the  value of the  securities  placed  in the
separate  account  declines,   the  Portfolio  will  place  additional  cash  or
securities in the account on a daily basis so that the value of the account will
equal the amount of its commitments with respect to such contracts.

         For an  additional  discussion  of forward  foreign  currency  exchange
contracts and their risks,  see this Statement and the Trust's  Prospectus under
"Certain Risk Factors and Investment Methods."

         Options on Foreign  Currencies.  The  Portfolio  may write and purchase
covered call and put options on foreign  currencies  in amounts not exceeding 5%
of its net assets for the  purpose of  protecting  against  declines in the U.S.
dollar value of portfolio  securities  or increases in the  U.S.-dollar  cost of
securities  to be  acquired,  or to protect the dollar  equivalent  of dividend,
interest, or other payment on those securities. A decline in the dollar value of
a foreign currency in which portfolio securities are denominated will reduce the
dollar  value of such  securities,  even if their value in the foreign  currency
remains  constant.  In order to protect  against such  decreases in the value of
portfolio  securities,  the  Portfolio  may  purchase put options on the foreign
currency.  If the value of the currency  declines,  the Portfolio  will have the
right to sell such  currency  for a fixed  amount of dollars  which  exceeds the
market value of such currency.  This would result in a gain that may offset,  in
whole or in part, the negative  effect of currency  depreciation on the value of
the Portfolio's securities denominated in that currency.

         Conversely, if the dollar value of a currency in which securities to be
acquired by the Portfolio are denominated rises,  thereby increasing the cost of
such  securities,  the Portfolio may purchase call options on such currency.  If
the value of such currency increases  sufficiently,  the Portfolio will have the
right to purchase that currency for a fixed amount of dollars which is less than
the market value of that  currency.  Such a purchase would result in a gain that
may offset, at least partially,  the effect of any currency-related  increase in
the price of securities the Portfolio intends to acquire.

         As in the case of other  types of options  transactions,  however,  the
benefit the Portfolio  derives from purchasing  foreign currency options will be
reduced by the amount of the premium and related transaction costs. In addition,
if  currency  exchange  rates  do not  move in the  direction  or to the  extent
anticipated,  the Portfolio  could  sustain  losses on  transactions  in foreign
currency  options  which would deprive it of a portion or all of the benefits of
advantageous changes in such rates.

         The Portfolio may also write options on foreign  currencies for hedging
purposes.  For example,  if the Sub-advisor  anticipates a decline in the dollar
value of foreign currency  denominated  securities because of declining exchange
rates, it could,  instead of purchasing a put option, write a call option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be  exercised,  and the  decrease in value of portfolio  securities  will be
offset,  at  least  in  part,  by the  amount  of the  premium  received  by the
Portfolio.

         Similarly,  the  Portfolio  could  write a put  option on the  relevant
currency,  instead of purchasing a call option,  to hedge against an anticipated
increase in the dollar cost of securities to be acquired. If exchange rates move
in the manner projected,  the put option most likely will not be exercised,  and
such  increased  cost will be  offset,  at least in part,  by the  amount of the
premium  received.   However,   as  in  the  case  of  other  types  of  options
transactions,  the writing of a foreign  currency  option will constitute only a
partial  hedge up to the  amount of the  premium,  and only if rates move in the
expected direction.

         If unanticipated exchange rate fluctuations occur, a put or call option
may be  exercised  and the  Portfolio  could be required to purchase or sell the
underlying currency at a loss which may not be fully offset by the amount of the
premium.  As a result of writing  options on foreign  currencies,  the Portfolio
also may be  required  to forego all or a portion of the  benefits  which  might
otherwise  have been  obtained  from  favorable  movements in currency  exchange
rates.  Options on foreign currencies may be traded on U.S. or foreign exchanges
or  over-the-counter  options or foreign  currencies  that are traded on the OTC
market and  involve  liquidity  and credit  risks that may not be present in the
case of exchange-traded currency options.

         A call option written on foreign currency by the Portfolio is "covered"
if the Portfolio owns the underlying foreign currency subject to the call, or if
it has an absolute and immediate right to acquire that foreign  currency without
additional  cash  consideration.  A call option is also covered if the Portfolio
holds a call on the same foreign  currency for the same principal  amount as the
call written  where the exercise  price of the call held is (a) equal to or less
than the  exercise  price of the call  written or (b) greater  than the exercise
price of the call written if the amount of the  difference  is maintained by the
Portfolio in cash,  fixed income or equity  securities  in a segregated  account
with its custodian.

         The  risks  of  currency  options  are  similar  to the  risks of other
options,  as discussed  above and in this Statement  under "Certain Risk Factors
and Investment Methods."

         Cover for  Options on  Securities,  Forward  Contracts,  and Options on
Foreign Currencies ("Hedging  Instruments").  The Portfolio will comply with SEC
staff  guidelines   regarding  "cover"  for  Hedging  Instruments  and,  if  the
guidelines so require,  set aside in a segregated account with its custodian the
prescribed amount of cash, fixed income, or equity  securities.  Securities held
in a segregated  account  cannot be sold while the futures,  option,  or forward
strategy  covered by those  securities is outstanding,  unless they are replaced
with other suitable  assets.  As a result,  segregation of a large percentage of
the  Portfolio's  assets could impede  portfolio  management or the  Portfolio's
ability to meet current  obligations.  The Portfolio  may be unable  promptly to
dispose of assets that cover,  or are  segregated  with  respect to, an illiquid
options  or  forward  position;  this  inability  may  result  in a loss  to the
Portfolio.

         Preferred Stock.  The Portfolio may invest in preferred  stock.  Unlike
interest payments on debt securities, dividends on preferred stock are generally
payable at the discretion of the issuer's board of directors, although preferred
shareholders may have certain rights if dividends are not paid. Shareholders may
suffer a loss of value if dividends are not paid,  and  generally  have no legal
recourse against the issuer. The market prices of preferred stocks are generally
more sensitive to changes in the issuer's  creditworthiness  than are the prices
of debt securities.

         Fixed  Income  Securities.  The  Portfolio  may invest in money  market
instruments,  U.S.  Government or Agency  securities,  and  corporate  bonds and
debentures  receiving  one of the four highest  ratings  from  Standard & Poor's
Ratings Group ("S&P"),  Moody's Investors Service, Inc. ("Moody's") or any other
nationally  recognized  statistical rating  organization  ("NRSRO"),  or, if not
rated  by  any  NRSRO,  deemed  comparable  by the  Sub-advisor  to  such  rated
securities.  The ratings of an NRSRO  represent its opinion as to the quality of
securities it undertakes to rate. Ratings are not absolute standards of quality;
consequently,  securities  with the same maturity,  coupon,  and rating may have
different  yields.  Although the Portfolio may rely on the ratings of any NRSRO,
the Portfolio  mainly refers to ratings  assigned by S&P and Moody's,  which are
described in Appendix A to this Statement.

         Fixed  income  securities  are  subject  to  the  risk  of an  issuer's
inability to meet principal and interest  payments on the  obligations  ("credit
risk")  and also may be  subject  to price  volatility  due to such  factors  as
interest rate  sensitivity,  market  perception of the  creditworthiness  of the
issuer, and general market liquidity ("market risk"). Lower-rated securities are
more likely to react to developments  affecting  market and credit risk than are
more highly rated securities,  which react primarily to movements in the general
level of interest rates.

         Changes in economic conditions or developments regarding the individual
issuer are more likely to cause price  volatility and weaken the capacity of the
issuer of such  securities to make  principal and interest  payments than is the
case for higher-grade debt securities. An economic downturn affecting the issuer
may result in an  increased  incidence  of default.  The market for  lower-rated
securities  may be thinner  and less active  than for  higher-rated  securities.
Pricing of thinly traded  securities  requires  greater judgment than pricing of
securities for which market transactions are regularly reported.

         If the quality of any fixed  income  securities  held by the  Portfolio
deteriorates  so that they no  longer  would be  eligible  for  purchase  by the
Portfolio, the Portfolio will engage in an orderly disposition of the securities
to the  extent  necessary  to  ensure  that  the  Portfolio's  holding  of  such
securities will not exceed 5% of its net assets.

         Convertible  Securities.   The  Portfolio  may  invest  in  convertible
securities of any quality. A convertible security entitles the holder to receive
interest paid or accrued on debt or the dividend  paid on preferred  stock until
the convertible security matures or is redeemed,  converted or exchanged. Before
conversion,  convertible  securities  ordinarily provide a stream of income with
generally  higher  yields  than  those of common  stocks of the same or  similar
issuers,  but  lower  than  the  yield  on  non-convertible  debt.   Convertible
securities are usually subordinated to comparable-tier nonconvertible securities
but rank senior to common stock in a corporation's capital structure.  The value
of a convertible  security is a function of (1) its yield in comparison with the
yields of other securities of comparable maturity and quality that do not have a
conversion privilege,  and (2) its worth, at market value, if converted into the
underlying  common  stock.  Convertible  debt  securities  are  subject  to  the
Portfolio's   investment  policies  and  limitations   concerning   fixed-income
investments.

         Convertible  securities are typically issued by smaller companies whose
stock prices may be volatile. The price of a convertible security often reflects
such  variations  in the  price  of the  underlying  common  stock in a way that
nonconvertible  debt  does  not.  A  convertible  security  may  be  subject  to
redemption at the option of the issuer at a price  established in the security's
governing instrument.  If a convertible security held by the Portfolio is called
for redemption, the Portfolio will be required to convert it into the underlying
common  stock,  sell it to a third  party or permit  the  issuer  to redeem  the
security.  Any of these actions could have an adverse effect on the  Portfolio's
ability to achieve its investment objective.

         Commercial Paper. Commercial paper is a short-term debt security issued
by a corporation, bank, municipality, or other issuer, usually for purposes such
as financing  current  operations.  The  Portfolio may invest only in commercial
paper receiving the highest rating from S&P (A-1) or Moody's (P-1), or deemed by
the Sub-advisor to be of equivalent quality.

         The Portfolio  may invest in commercial  paper that cannot be resold to
the public  because it was issued under the exception  for private  offerings in
Section 4(2) of the Securities Act of 1933. While such securities  normally will
be  considered  illiquid  and  subject  to the  Portfolio's  15%  limitation  on
investments  in  illiquid  securities,  the  Sub-advisor  may in  certain  cases
determine that such paper is liquid under guidelines established by the Board of
Trustees.

         Banking and Savings Institution Securities. The Portfolio may invest in
banking and savings institution  obligations,  which include CDs, time deposits,
bankers'  acceptances,  and other short-term debt obligations  issued by savings
institutions.  CDs are receipts for funds  deposited  for a specified  period of
time at a specified rate of return;  time deposits generally are similar to CDs,
but are  uncertificated;  and  bankers'  acceptances  are time  drafts  drawn on
commercial  banks  by  borrowers,   usually  in  connection  with  international
commercial  transactions.  The CDs, time deposits,  and bankers'  acceptances in
which the Portfolio invests typically are not covered by deposit insurance.

         Investment Policies Which May be Changed Without Shareholder  Approval.
The following  limitations  are  applicable to the AST Neuberger  Berman Mid-Cap
Growth Portfolio.  These limitations are not fundamental restrictions and can be
changed without shareholder approval.

1.   The  Portfolio  may not  purchase  securities  if  outstanding  borrowings,
     including any reverse repurchase agreements, exceed 5% of its total assets.

2.   Except for the  purchase of debt  securities  and  engaging  in  repurchase
     agreements,  the  Portfolio  may not make any loans  other than  securities
     loans.

3.   The  Portfolio may not purchase  securities on margin from brokers,  except
     that the Portfolio may obtain such short-term  credits as are necessary for
     the clearance of  securities  transactions.  Margin  payments in connection
     with  transactions  in futures  contracts and options on futures  contracts
     shall not  constitute the purchase of securities on margin and shall not be
     deemed to violate the foregoing limitation.

4.   The  Portfolio  may not sell  securities  short,  unless it owns or has the
     right to obtain securities  equivalent in kind and amount to the securities
     sold without payment of additional  consideration.  Transactions in futures
     contracts and options shall not constitute selling securities short.

5.   The Portfolio may not purchase any security if, as a result,  more than 15%
     of its net  assets  would be  invested  in  illiquid  securities.  Illiquid
     securities  include securities that cannot be sold within seven days in the
     ordinary  course of  business  for  approximately  the  amount at which the
     Portfolio has valued the securities, such as repurchase agreements maturing
     in more than seven days.

AST Neuberger Berman Mid-Cap Value Portfolio:

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

Investment Policies:

         Securities  Loans. In order to realize  income,  the Portfolio may lend
portfolio  securities with a value not exceeding  33-1/3% of its total assets to
banks,  brokerage  firms,  or  institutional  investors.  Borrowers are required
continuously to secure their  obligations to return  securities on loan from the
Portfolio by depositing  collateral,  which will be marked to market daily, in a
form determined to be satisfactory by the Trustees and equal to at least 100% of
the market value of the loaned  securities,  which will also be marked to market
daily. The Sub-advisor believes the risk of loss on these transactions is slight
because,  if a borrower were to default for any reason,  the  collateral  should
satisfy the  obligation.  However,  as with other  extensions of secured credit,
loans  of  portfolio  securities  involve  some  risk of loss of  rights  in the
collateral should the borrower fail financially.

         Reverse Repurchase Agreements.  In a reverse repurchase agreement,  the
Portfolio sells portfolio  securities subject to its agreement to repurchase the
securities  at a later  date  for a fixed  price  reflecting  a  market  rate of
interest;  these  agreements  are  considered  borrowings  for  purposes  of the
Portfolio's investment limitations and policies concerning borrowings.  There is
a risk that the counterparty to a reverse repurchase agreement will be unable or
unwilling to complete the  transaction as scheduled,  which may result in losses
to the Portfolio.

         Covered Call  Options.  The Portfolio may write covered call options on
securities  it owns valued at up to 10% of its net assets and may purchase  call
options in related closing transactions. Generally, the purpose of writing these
options is to reduce the effect of price  fluctuations of securities held by the
Portfolio on the Portfolio's  net asset value.  Securities on which call options
may be written by the Portfolio are purchased  solely on the basis of investment
considerations consistent with the Portfolio's investment objectives.

         When the  Portfolio  writes a call  option,  it is  obligated to sell a
security to a purchaser at a specified price at any time until a certain date if
the purchaser decides to exercise the option.  The Portfolio  receives a premium
for writing the call option. The Portfolio writes only "covered" call options on
securities it owns.  So long as the  obligation of the writer of the call option
continues,  the writer may be  assigned  an  exercise  notice,  requiring  it to
deliver the  underlying  security  against  payment of the exercise  price.  The
Portfolio  may be  obligated to deliver  securities  underlying a call option at
less  than  the  market  price  thereby  giving  up any  additional  gain on the
security.

         When the Portfolio  purchases a call option,  it pays a premium for the
right to  purchase  a  security  from the writer at a  specified  price  until a
specified  date. A call option  would be purchased by the  Portfolio to offset a
previously written call option.

         The  writing  of covered  call  options  is a  conservative  investment
technique believed to involve relatively little risk (in contrast to the writing
of "naked" or uncovered  call options,  which the Portfolio will not do), but is
capable of enhancing the Portfolio's  total return.  When writing a covered call
option, the Portfolio,  in return for the premium,  gives up the opportunity for
profit  from a price  increase in the  underlying  security  above the  exercise
price, but conversely  retains the risk of loss should the price of the security
decline.  If a call option that the Portfolio has written  expires  unexercised,
the Portfolio  will realize a gain in the amount of the premium;  however,  that
gain may be offset by a decline in the market value of the  underlying  security
during the option  period.  If the call option is exercised,  the Portfolio will
realize a gain or loss from the sale or purchase of the underlying security.

           The exercise price of an option may be below,  equal to, or above the
market  value of the  underlying  security  at the time the  option is  written.
Options  normally have  expiration  dates between three and nine months from the
date written.  The obligation under any option terminates upon expiration of the
option or, at an earlier  time,  when the writer  offsets the option by entering
into a "closing purchase  transaction" to purchase an option of the same series.
If an option is purchased by the Portfolio and is never exercised, the Portfolio
will lose the entire amount of the premium paid.

           Options are traded both on national  securities  exchanges and in the
over-the-counter  ("OTC")  market.  Exchange-traded  options  are  issued  by  a
clearing  organization  affiliated  with the  exchange  on which  the  option is
listed;  the clearing  organization  in effect  guarantees  completion of, every
exchange-traded  option.  In  contrast,  OTC options are  contracts  between the
Portfolio and its counter-party with no clearing organization  guarantee.  Thus,
when the Portfolio  sells or purchases an OTC option,  it generally will be able
to "close  out" the  option  prior to its  expiration  only by  entering  into a
"closing  purchase  transaction"  with  the  dealer  to whom or  from  whom  the
Portfolio  originally sold or purchased the option. The Sub-advisor monitors the
creditworthiness  of dealers with which the Portfolio may engage in OTC options,
and will limit  counterparties  in such transactions to dealers with a net worth
of at least $20 million as reported in their latest financial statements. For an
additional  discussion of OTC options and their risks,  see this Statement under
"Certain Risk Factors and Investment Methods."

           The premium  received (or paid) by the  Portfolio  when it writes (or
purchases)  an option is the amount at which the option is  currently  traded on
the applicable exchange,  less (or plus) a commission.  The premium may reflect,
among other things,  the current  market price of the underlying  security,  the
relationship  of the exercise price to the market price,  the  historical  price
volatility of the  underlying  security,  the length of the option  period,  the
general  supply  of and  demand  for  credit,  and  the  general  interest  rate
environment.  The  premium  received by the  Portfolio  for writing an option is
recorded as a liability on the Portfolio's  statement of assets and liabilities.
This liability is adjusted daily to the option's current market value.

         The  Portfolio  pays  the  brokerage  commissions  in  connection  with
purchasing  or  writing  options,  including  those  used to close out  existing
positions. These brokerage commissions normally are higher than those applicable
to purchases and sales of portfolio securities.

         For an  additional  discussion  of options  and their  risks,  see this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Foreign Securities. The Portfolio may invest in U.S. dollar-denominated
securities    issued   by   foreign   issuers    (including    governments   and
quasi-governments)  and foreign branches of U.S. banks, including negotiable CDs
and commercial paper.  These investments are subject to the Portfolio's  quality
standards.  While investments in foreign  securities are intended to reduce risk
by providing  further  diversification,  such investments  involve sovereign and
other risks, in addition to the credit and market risks normally associated with
domestic securities.

         The  Portfolio may invest in equity,  debt,  or other  income-producing
securities that are denominated in or indexed to foreign currencies,  including,
but not limited to (1) common and preferred stocks, (2) convertible  securities,
(3) CDs, commercial paper,  fixed-time deposits, and bankers' acceptances issued
by foreign banks, (4) obligations of other corporations,  and (5) obligations of
foreign governments,  or their subdivisions,  agencies,  and  instrumentalities,
international  agencies,  and  supranational  entities.  Risks of  investing  in
foreign   currency   denominated   securities   include   (1)   nationalization,
expropriation,  or confiscatory  taxation,  (2) adverse changes in investment or
exchange control  regulations  (which could prevent cash from being brought back
to the U.S.), and (3)  expropriation  or  nationalization  of foreign  portfolio
companies.  Mail service between the U.S. and foreign countries may be slower or
less reliable than within the United States, thus increasing the risk of delayed
settlements  of portfolio  transactions  or loss of  certificates  for portfolio
securities.  For an additional  discussion of the risks  associated with foreign
securities,  whether denominated in U.S. dollars or foreign currencies, see this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Prices of foreign  securities and exchange rates for foreign currencies
may be  affected  by the  interest  rates  prevailing  in other  countries.  The
interest rates in other countries are often affected by local factors, including
the strength of the local economy,  the demand for borrowing,  the  government's
fiscal  and  monetary  policies,  and the  international  balance  of  payments.
Individual  foreign  economies may differ favorably or unfavorably from the U.S.
economy in such respects as gross national product,  rate of inflation,  capital
reinvestment, resource self-sufficiency, and balance of payments position.

         Foreign   markets  also  have   different   clearance  and   settlement
procedures,  and in certain markets there have been times when  settlements have
been unable to keep pace with the volume of securities  transactions,  making it
difficult to conduct such  transactions.  Such delays in settlement could result
in temporary periods when a portion of the assets of the Portfolio is uninvested
and no return is earned thereon. The inability of the Portfolio to make intended
security purchases due to settlement  problems could cause the Portfolio to miss
attractive   investment   opportunities.   Inability  to  dispose  of  portfolio
securities  due to  settlement  problems  could  result  either in losses to the
Portfolio due to subsequent declines in value of the portfolio  securities,  or,
if the  Portfolio  has  entered  into a contract to sell the  securities,  could
result in possible liability to the purchaser.

         The Portfolio may invest in foreign  corporate bonds and debentures and
sovereign debt instruments  issued or guaranteed by foreign  governments,  their
agencies or  instrumentalities.  The Portfolio may invest in lower-rated foreign
debt securities  subject to the  Portfolio's 15% limitation on lower-rated  debt
securities.  Foreign debt  securities  are subject to risks  similar to those of
other  foreign  securities,  as well as risks  similar  to  those of other  debt
securities,  as discussed in this Statement and in the Trust's  Prospectus under
"Investment  Objectives  and Policies" and "Certain Risk Factors and  Investment
Methods."

         In  order  to  limit  the  risk   inherent  in   investing  in  foreign
currency-denominated  securities,  the  Portfolio  may  not  purchase  any  such
security  if after such  purchase  more than 10% of its total  assets  (taken at
market  value)  would be invested in such  securities.  Within such  limitation,
however,  the  Portfolio  is not  restricted  in the  amount  it may  invest  in
securities denominated in any one foreign currency.

         Foreign  Currency  Transactions.  The  Portfolio  may engage in foreign
currency exchange  transactions.  Foreign currency exchange transactions will be
conducted either on a spot (i.e., cash) basis at the spot rate prevailing in the
foreign currency  exchange market, or through entering into forward contracts to
purchase or sell foreign  currencies  ("forward  contracts").  The Portfolio may
enter into forward  contracts  in order to protect  against  uncertainty  in the
level of  future  foreign  currency  exchange  rates,  and only in  amounts  not
exceeding 5% of the Portfolio's net assets.

         A  forward  contract  involves  an  obligation  to  purchase  or sell a
specific  currency  at a future  date,  which  may be any  fixed  number of days
(usually  less than one year) from the date of the  contract  agreed upon by the
parties, at a price set at the time of the contract.  These contracts are traded
in the interbank  market  conducted  directly  between  traders  (usually  large
commercial  banks) and their  customers.  A forward  contract  generally  has no
deposit  requirement,  and no  commissions  are charged at any stage for trades.
Although foreign  exchange  dealers do not charge a fee for conversion,  they do
realize a profit based on the difference (the spread) between the price at which
they are buying and selling various currencies.

         When the Portfolio enters into a contract for the purchase or sale of a
security  denominated in a foreign  currency,  it may wish to "lock in" the U.S.
dollar  price of the  security.  By  entering  into a forward  contract  for the
purchase or sale, for a fixed amount of U.S.  dollars,  of the amount of foreign
currency involved in the underlying security transactions, the Portfolio will be
able to protect itself against a possible loss.  When the  Sub-advisor  believes
that the  currency of a  particular  foreign  country  may suffer a  substantial
decline against the U.S.  dollar,  it may also enter into a forward  contract to
sell the  amount  of  foreign  currency  for a fixed  amount  of  dollars  which
approximates the value of some or all of a Portfolio's securities denominated in
such foreign  currency.  The Portfolio may also engage in cross-hedging by using
forward contracts in one currency to hedge against  fluctuations in the value of
securities  denominated in a different currency,  when the Sub-advisor  believes
that there is a pattern of correlation between the two currencies.

         When the Portfolio  engages in forward  contracts for hedging purposes,
it will not enter into  forward  contracts  to sell  currency  or maintain a net
exposure to such contracts if their consummation would obligate the Portfolio to
deliver an amount of foreign  currency  in excess of the value of its  portfolio
securities or other assets denominated in that currency.  At the consummation of
the forward  contract,  the  Portfolio  may either make  delivery of the foreign
currency or terminate  its  contractual  obligation  to deliver by purchasing an
offsetting  contract  obligating  it to purchase the same amount of such foreign
currency at the same maturity date. If the Portfolio chooses to make delivery of
the foreign  currency,  it may be required to obtain such  currency  through the
sale of portfolio securities  denominated in such currency or through conversion
of other assets into such  currency.  If the Portfolio  engages in an offsetting
transaction,  it will incur a gain or a loss to the extent that there has been a
change in forward contract prices. Closing purchase transactions with respect to
forward  contracts  are usually made with the currency  trader who is a party to
the original forward contract.

         The Portfolio is not required to enter into such  transactions and will
not do so unless deemed appropriate by the Sub-advisor.

         Using  forward  contracts  to  protect  the  value  of the  Portfolio's
portfolio  securities  against a decline  in the  value of a  currency  does not
eliminate  fluctuations in the underlying  prices of the  securities.  It simply
establishes  a rate of exchange  which can be  achieved at some future  point in
time.  The precise  projection of short-term  currency  market  movements is not
possible,  and short-term hedging provides a means of fixing the dollar value of
only a portion of the Portfolio's foreign assets.

         While the  Portfolio  may enter  forward  contracts to reduce  currency
exchange rate risks, transactions in such contracts involve certain other risks.
Thus,  while the  Portfolio  may benefit from such  transactions,  unanticipated
changes in currency  prices may result in a poorer overall  performance  for the
Portfolio than if it had not engaged in any such transactions.  Moreover,  there
may be imperfect  correlation  between the  Portfolio's  holdings of  securities
denominated in a particular  currency and forward  contracts entered into by the
Portfolio.  Such imperfect correlation may cause the Portfolio to sustain losses
which will  prevent it from  achieving a complete  hedge or expose it to risk of
foreign exchange loss.

         The Portfolio  generally will not enter into a forward  contract with a
term of  greater  than one year.  The  Portfolio  may  experience  delays in the
settlement of its foreign currency transactions.

         When  the  Portfolio  engages  in  forward  contracts  for the  sale or
purchase  of  currencies,  the  Portfolio  will  either  cover its  position  or
establish a segregated account. The Portfolio will consider its position covered
if it has  securities  in the  currency  subject  to the  forward  contract,  or
otherwise has the right to obtain that  currency at no  additional  cost. In the
alternative,  the Portfolio will place cash, fixed income,  or equity securities
(denominated  in the  foreign  currency  subject to the forward  contract)  in a
separate  account.  The amounts in such separate account will equal the value of
the  Portfolio's  assets  which are  committed  to the  consummation  of foreign
currency  exchange  contracts.  If the  value of the  securities  placed  in the
separate  account  declines,   the  Portfolio  will  place  additional  cash  or
securities in the account on a daily basis so that the value of the account will
equal the amount of its commitments with respect to such contracts.

         For an  additional  discussion  of forward  foreign  currency  exchange
contracts and their risks,  see this Statement and the Trust's  Prospectus under
"Certain Risk Factors and Investment Methods."

         Options on Foreign  Currencies.  The  Portfolio  may write and purchase
covered call and put options on foreign  currencies  in amounts not exceeding 5%
of its net assets for the  purpose of  protecting  against  declines in the U.S.
dollar value of portfolio  securities  or increases in the  U.S.-dollar  cost of
securities  to be  acquired,  or to protect the dollar  equivalent  of dividend,
interest, or other payment on those securities. A decline in the dollar value of
a foreign currency in which portfolio securities are denominated will reduce the
dollar  value of such  securities,  even if their value in the foreign  currency
remains  constant.  In order to protect  against such  decreases in the value of
portfolio  securities,  the  Portfolio  may  purchase put options on the foreign
currency.  If the value of the currency  declines,  the Portfolio  will have the
right to sell such  currency  for a fixed  amount of dollars  which  exceeds the
market value of such currency.  This would result in a gain that may offset,  in
whole or in part, the negative  effect of currency  depreciation on the value of
the Portfolio's securities denominated in that currency.

         Conversely, if the dollar value of a currency in which securities to be
acquired by the Portfolio are denominated rises,  thereby increasing the cost of
such  securities,  the Portfolio may purchase call options on such currency.  If
the value of such currency increases  sufficiently,  the Portfolio will have the
right to purchase that currency for a fixed amount of dollars which is less than
the market value of that  currency.  Such a purchase would result in a gain that
may offset, at least partially,  the effect of any currency-related  increase in
the price of securities the Portfolio intends to acquire.

         As in the case of other  types of options  transactions,  however,  the
benefit the Portfolio  derives from purchasing  foreign currency options will be
reduced by the amount of the premium and related transaction costs. In addition,
if  currency  exchange  rates  do not  move in the  direction  or to the  extent
anticipated,  the Portfolio  could  sustain  losses on  transactions  in foreign
currency  options  which would deprive it of a portion or all of the benefits of
advantageous changes in such rates.

         The Portfolio may also write options on foreign  currencies for hedging
purposes.  For example,  if the Sub-advisor  anticipates a decline in the dollar
value of foreign currency  denominated  securities because of declining exchange
rates, it could,  instead of purchasing a put option, write a call option on the
relevant  currency.  If the expected decline occurs, the option will most likely
not be  exercised,  and the  decrease in value of portfolio  securities  will be
offset,  at  least  in  part,  by the  amount  of the  premium  received  by the
Portfolio.

         Similarly,  the  Portfolio  could  write a put  option on the  relevant
currency,  instead of purchasing a call option,  to hedge against an anticipated
increase in the dollar cost of securities to be acquired. If exchange rates move
in the manner projected,  the put option most likely will not be exercised,  and
such  increased  cost will be  offset,  at least in part,  by the  amount of the
premium  received.   However,   as  in  the  case  of  other  types  of  options
transactions,  the writing of a foreign  currency  option will constitute only a
partial  hedge up to the  amount of the  premium,  and only if rates move in the
expected direction.

         If unanticipated exchange rate fluctuations occur, a put or call option
may be  exercised  and the  Portfolio  could be required to purchase or sell the
underlying currency at a loss which may not be fully offset by the amount of the
premium.  As a result of writing  options on foreign  currencies,  the Portfolio
also may be  required  to forego all or a portion of the  benefits  which  might
otherwise  have been  obtained  from  favorable  movements in currency  exchange
rates.  Certain  options on foreign  currencies are traded on the OTC market and
involve  liquidity  and  credit  risks  that may not be  present  in the case of
exchange-traded currency options.

         A call option written on foreign currency by the Portfolio is "covered"
if the Portfolio owns the underlying foreign currency subject to the call, or if
it has an absolute and immediate right to acquire that foreign  currency without
additional  cash  consideration.  A call option is also covered if the Portfolio
holds a call on the same foreign  currency for the same principal  amount as the
call written  where the exercise  price of the call held is (a) equal to or less
than the  exercise  price of the call  written or (b) greater  than the exercise
price of the call written if the amount of the  difference  is maintained by the
Portfolio in cash,  fixed income or equity  securities  in a segregated  account
with its custodian.

         The  risks  of  currency  options  are  similar  to the  risks of other
options,  as discussed  above and in this Statement  under "Certain Risk Factors
and Investment Methods."

         Cover for  Options on  Securities,  Forward  Contracts,  and Options on
Foreign Currencies ("Hedging  Instruments").  The Portfolio will comply with SEC
staff  guidelines   regarding  "cover"  for  Hedging  Instruments  and,  if  the
guidelines so require,  set aside in a segregated account with its custodian the
prescribed amount of cash, fixed income, or equity  securities.  Securities held
in a segregated  account  cannot be sold while the futures,  option,  or forward
strategy  covered by those  securities is outstanding,  unless they are replaced
with other suitable  assets.  As a result,  segregation of a large percentage of
the  Portfolio's  assets could impede  portfolio  management or the  Portfolio's
ability to meet current  obligations.  The Portfolio  may be unable  promptly to
dispose of assets that cover,  or are  segregated  with  respect to, an illiquid
options  or  forward  position;  this  inability  may  result  in a loss  to the
Portfolio.

         Preferred Stock.  The Portfolio may invest in preferred  stock.  Unlike
interest payments on debt securities, dividends on preferred stock are generally
payable at the discretion of the issuer's board of directors, although preferred
shareholders may have certain rights if dividends are not paid. Shareholders may
suffer a loss of value if dividends are not paid,  and  generally  have no legal
recourse against the issuer. The market prices of preferred stocks are generally
more sensitive to changes in the issuer's  creditworthiness  than are the prices
of debt securities.

         Fixed  Income  Securities.  The  Portfolio  may invest in money  market
instruments,  U.S.  Government or Agency  securities,  and  corporate  bonds and
debentures  receiving  one of the four highest  ratings  from  Standard & Poor's
Ratings Group ("S&P"),  Moody's Investors Service, Inc. ("Moody's") or any other
nationally  recognized  statistical rating  organization  ("NRSRO"),  or, if not
rated  by  any  NRSRO,  deemed  comparable  by the  Sub-advisor  to  such  rated
securities  ("Comparable Unrated  Securities").  In addition,  the Portfolio may
invest  up to 15% of its net  assets,  measured  at the time of  investment,  in
corporate debt securities  rated below  investment  grade or Comparable  Unrated
Securities.  The ratings of an NRSRO  represent its opinion as to the quality of
securities it undertakes to rate. Ratings are not absolute standards of quality;
consequently,  securities  with the same maturity,  coupon,  and rating may have
different  yields.  Although the Portfolio may rely on the ratings of any NRSRO,
the Portfolio  mainly refers to ratings  assigned by S&P and Moody's,  which are
described in Appendix A to this Statement.

         Fixed  income  securities  are  subject  to  the  risk  of an  issuer's
inability to meet principal and interest  payments on the  obligations  ("credit
risk")  and also may be  subject  to price  volatility  due to such  factors  as
interest rate  sensitivity,  market  perception of the  creditworthiness  of the
issuer, and general market liquidity ("market risk"). Lower-rated securities are
more likely to react to developments  affecting  market and credit risk than are
more highly rated securities,  which react primarily to movements in the general
level of interest rates.

         Changes in economic conditions or developments regarding the individual
issuer are more likely to cause price  volatility and weaken the capacity of the
issuer of such  securities to make  principal and interest  payments than is the
case for higher-grade debt securities. An economic downturn affecting the issuer
may result in an  increased  incidence  of default.  The market for  lower-rated
securities  may be thinner  and less active  than for  higher-rated  securities.
Pricing of thinly traded  securities  requires  greater judgment than pricing of
securities for which market transactions are regularly reported.

         Convertible  Securities.   The  Portfolio  may  invest  in  convertible
securities.  A convertible security entitles the holder to receive interest paid
or accrued on debt or the dividend paid on preferred stock until the convertible
security  matures or is redeemed,  converted or  exchanged.  Before  conversion,
convertible  securities  ordinarily  provide a stream of income  with  generally
higher  yields than those of common stocks of the same or similar  issuers,  but
lower than the yield on non-convertible debt. Convertible securities are usually
subordinated  to  comparable-tier  nonconvertible  securities but rank senior to
common stock in a corporation's  capital  structure.  The value of a convertible
security is a function of (1) its yield in  comparison  with the yields of other
securities  of  comparable  maturity  and quality  that do not have a conversion
privilege,  and (2) its worth, at market value, if converted into the underlying
common  stock.  Convertible  debt  securities  are  subject  to the  Portfolio's
investment policies and limitations concerning fixed-income investments.

         Convertible  securities are typically issued by smaller companies whose
stock prices may be volatile. The price of a convertible security often reflects
such  variations  in the  price  of the  underlying  common  stock in a way that
nonconvertible  debt  does  not.  A  convertible  security  may  be  subject  to
redemption at the option of the issuer at a price  established in the security's
governing instrument.  If a convertible security held by the Portfolio is called
for redemption, the Portfolio will be required to convert it into the underlying
common  stock,  sell it to a third  party or permit  the  issuer  to redeem  the
security.  Any of these actions could have an adverse effect on the  Portfolio's
ability to achieve its investment objective.

         Commercial Paper. Commercial paper is a short-term debt security issued
by a corporation, bank, municipality, or other issuer, usually for purposes such
as financing  current  operations.  The  Portfolio may invest only in commercial
paper receiving the highest rating from S&P (A-1) or Moody's (P-1), or deemed by
the Sub-advisor to be of equivalent quality.

         The Portfolio  may invest in commercial  paper that cannot be resold to
the public  because it was issued under the exception  for private  offerings in
Section 4(2) of the Securities Act of 1933. While such securities  normally will
be  considered  illiquid  and  subject  to the  Portfolio's  15%  limitation  on
investments  in  illiquid  securities,  the  Sub-advisor  may in  certain  cases
determine that such paper is liquid under guidelines established by the Board of
Trustees.

         Zero Coupon  Securities.  The  Portfolio may invest up to 5% of its net
assets in zero coupon securities, which are debt obligations that do not entitle
the holder to any  periodic  payment of interest  prior to maturity or specify a
future date when the securities begin paying current interest.  Rather, they are
issued  and traded at a discount  from  their  face  amount or par value,  which
discount varies depending on prevailing interest rates, the time remaining until
cash payments  begin,  the liquidity of the security,  and the perceived  credit
quality of the issuer.

         The market prices of zero coupon securities generally are more volatile
than the prices of securities that pay interest  periodically  and are likely to
respond to changes in interest  rates to a greater degree than do other types of
debt securities having similar maturities and credit quality.

         Investment Policies Which May be Changed Without Shareholder  Approval.
The following  limitations  are  applicable to the AST Neuberger  Berman Mid-Cap
Value Portfolio. These limitations are not fundamental restrictions,  and can be
changed without shareholder approval.

1.   The  Portfolio  may not  purchase  securities  if  outstanding  borrowings,
     including any reverse repurchase agreements, exceed 5% of its total assets.

2.   Except for the  purchase of debt  securities  and  engaging  in  repurchase
     agreements,  the  Portfolio  may not make any loans  other than  securities
     loans.

3.   The  Portfolio may not purchase  securities on margin from brokers,  except
     that the Portfolio may obtain such short-term  credits as are necessary for
     the clearance of  securities  transactions.  Margin  payments in connection
     with  transactions  in futures  contracts and options on futures  contracts
     shall not  constitute the purchase of securities on margin and shall not be
     deemed to violate the foregoing limitation.

4.   The  Portfolio  may not sell  securities  short,  unless it owns or has the
     right to obtain securities  equivalent in kind and amount to the securities
     sold without payment of additional  consideration.  Transactions in futures
     contracts and options shall not constitute selling securities short.

5.   The Portfolio may not purchase any security if, as a result,  more than 15%
     of its net  assets  would be  invested  in  illiquid  securities.  Illiquid
     securities  include securities that cannot be sold within seven days in the
     ordinary  course of  business  for  approximately  the  amount at which the
     Portfolio has valued the securities, such as repurchase agreements maturing
     in more than seven days.

6.   The Portfolio may not invest in puts,  calls,  straddles,  spreads,  or any
     combination thereof, except that the Portfolio may (i) write (sell) covered
     call  options  against  portfolio  securities  having  a market  value  not
     exceeding  10% of its net assets and (ii)  purchase call options in related
     closing  transactions.  The  Portfolio  does  not  construe  the  foregoing
     limitation  to preclude it from  purchasing  or writing  options on futures
     contracts.

7.   The Portfolio may not invest more than 10% of the value of its total assets
     in securities of foreign  issuers,  provided that this limitation shall not
     apply to foreign securities denominated in U.S. dollars.

AST Alger All-Cap Growth Portfolio:

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

Investment Policies:

         Cash Position. In order to afford the Portfolio the flexibility to take
advantage of new opportunities for investments in accordance with its investment
objective or to meet redemptions, it may, under normal circumstances, hold up to
15% of its total assets in money market instruments  including,  but not limited
to,  certificates of deposit,  time deposits and bankers'  acceptances issued by
domestic bank and thrift institutions,  U.S. Government  securities,  commercial
paper and repurchase agreements. In addition, when the Sub-advisor's analysis of
economic and  technical  market  factors  suggests that common stock prices will
decline sufficiently so that a temporary defensive position is deemed advisable,
the Portfolio may invest in cash,  commercial  paper,  high-grade  bonds or cash
equivalents, all without limitation.

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

         Short-term   Corporate   Debt   Securities.   These   are   outstanding
nonconvertible corporate debt securities (e.g., bonds and debentures) which have
one year or less  remaining  to maturity.  Corporate  debt  securities  may have
fixed,  variable,  or floating  rates.  For additional  discussion on Short-term
Corporate Debt  Securities  see this  Statement  under "Certain Risk Factors and
Investment Methods."

     Commercial  Paper.   These  are  short-term   promissory  notes  issued  by
corporations primarily to finance short-term credit needs.

         Repurchase Agreements.  Under the terms of a repurchase agreement,  the
Portfolio would acquire a high quality money market  instrument for a relatively
short period  (usually not more than one week)  subject to an  obligation of the
seller to repurchase,  and the Portfolio to resell,  the instrument at an agreed
price  (including  accrued  interest) and time,  thereby  determining  the yield
during the Portfolio's  holding period.  Repurchase  agreements may be viewed as
loans  by the  Portfolio  collateralized  by  the  underlying  instrument.  This
arrangement  results  in a fixed  rate of return  that is not  subject to market
fluctuations  during the Portfolio's  holding period and not necessarily related
to the  rate of  return  on the  underlying  instrument.  The  value of the sold
securities,  including accrued interest,  will be at least equal at all times to
the  total  amount  of  the  repurchase  obligation,   including  interest.  For
additional  information  about  repurchase  agreements and their risks,  see the
Trust's Prospectus under "Certain Risk factors and Investment Methods."

         Small  Capitalization  and Related  Investments.  Certain  companies in
which  the  Portfolio  will  invest  may  still be in the  developmental  stage.
Investing  in  smaller,  newer  issuers  generally  involves  greater  risk than
investing in larger, more established  issuers.  Such companies may have limited
product lines,  markets or financial  resources and may lack  management  depth.
Their  securities  may have  limited  marketability  and may be  subject to more
abrupt or erratic price  movements than securities of larger,  more  established
companies or the market  averages in general.  The Portfolio  also may invest in
older  companies that appear to be entering a new stage of growth progress owing
to factors such as management changes or development of new technology, products
or markets,  or companies providing products or services with a high unit volume
growth  rate.  These  companies  may be  subject  to many of the  same  risks as
small-cap companies.

         Convertible Securities,  Warrants, and Rights. The Portfolio may invest
in securities convertible into or exchangeable for equity securities,  including
warrants and rights. A warrant is a type of security that entitles the holder to
buy a proportionate  amount of common stock at a specified price, usually higher
than  the  market  price at the time of  issuance,  for a period  of years or to
perpetuity.  In contrast,  rights,  which also represent the right to buy common
shares,  normally have a subscription  price lower than the current market value
of the  common  stock and a life of two to four  weeks.  Warrants  may be freely
transferable and may be traded on the major securities exchanges. For additional
discussion about Convertible  Securities,  Warrants, and Rights and their risks,
see this Statement under "Certain Risk Factors and Investment Methods."

         Portfolio Depositary Receipts.  To the extent otherwise consistent with
applicable  law,  the  Portfolio  may  invest  up to 5% of its  total  assets in
Portfolio  Depositary  Receipts,  exchange-traded  shares  issued by  investment
companies, typically unit investment trusts, holding portfolios of common stocks
designed  to  replicated  and,  therefore,  track  the  performance  of  various
broadly-based  securities indexes or sectors of such indexes.  For example,  the
Portfolio may invest in Standard & Poor's Depositary Receipts(R) (SPDRs), issued
by a unit investment  trust whose  portfolio  tracks the S&P 500 Composite Stock
Price Index,  or Standard & Poor's  MidCap 400  Depositary  Receipts(R)  (MidCap
SPDRs), which are similarly linked to the S&P Midcap 400 Index.

         Lending of Portfolio Securities. The Portfolio will not lend securities
to the Sub-advisor or its affiliates.  By lending its securities,  the Portfolio
can increase its income by  continuing  to receive  interest or dividends on the
loaned  securities  as well as by either  investing  the cash  collateral  or by
earning income in the form of interest paid by the borrower when U.S. Government
securities  are used as  collateral.  The Portfolio will adhere to the following
conditions whenever its securities are loaned: (a) the Portfolio must receive at
least 100 percent cash  collateral or equivalent  securities  from the borrower,
(b) the borrower must increase this collateral  whenever the market value of the
loaned   securities   including  accrued  interest  exceeds  the  value  of  the
collateral,  (c) the Portfolio must receive reasonable  interest on the loan, as
well as any dividends,  interest or other distributions on the loaned securities
and any increase in market  value,  (d) the  Portfolio  may pay only  reasonable
custodian fees in connection  with the loan.  For additional  information on the
lending of Portfolio securities and its risks see this Statement and the Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Options.  The  Portfolio  may  purchase  put and call options and write
(sell) put and covered  call options on  securities  and  securities  indexes to
increase  gain or to hedge  against  the  risk of  unfavorable  price  movements
although,  as in the  past,  it does  not  currently  intend  to  rely on  these
strategies extensively,  if at all. The Portfolio will purchase or write options
only if such options are  exchange-traded  or traded on an  automated  quotation
system of a national securities association.

         The Portfolio  will only sell options that are "covered." A call option
written by the  Portfolio on a security is "covered" if the  Portfolio  owns the
underlying  security  covered by the call or has an absolute and immediate right
to  acquire  that  security  without   additional  cash  consideration  (or  for
additional cash consideration  held in a segregated  account) upon conversion or
exchange  of other  securities  held in its  portfolio.  A call  option  is also
covered if the  Portfolio  holds a call on the same security as the call written
where  the  exercise  price of the call  held is (a)  equal to or less  than the
exercise price of the call written or (b) greater than the exercise price of the
call written if the  difference  is maintained by the Portfolio in cash or other
liquid  assets  in a  segregated  account.  A put  option  is  considered  to be
"covered" if the  Portfolio  maintains  cash or other liquid assets with a value
equal to the exercise  price in a segregated  account or else holds a put on the
same  security as the put written  where the  exercise  price of the put held is
equal to or greater than the exercise price of the put written.

         Although the  Portfolio  will  generally  not purchase or write options
that appear to lack an active  secondary  market,  there is no assurance  that a
liquid secondary market on an exchange will exist for any particular  option. In
such event it might not be possible to effect closing transactions in particular
options,  so that the  Portfolio  would have to exercise  its option in order to
realize any profit and would incur  brokerage  commissions  upon the exercise of
the options.  If the Portfolio,  as a covered call option  writer,  is unable to
effect a closing purchase transaction in a secondary market, it will not be able
to sell the underlying security until the option expires,  until it delivers the
underlying security upon exercise, or until it otherwise covers the position.

         In addition to options on  securities,  the Portfolio may also purchase
and sell call and put options on  securities  indexes.  The Portfolio may offset
its  position in stock index  options  prior to  expiration  by entering  into a
closing  transaction on an exchange or it may let the option expire unexercised.
The  Portfolio  will not  purchase  these  options  unless  the  Sub-advisor  is
satisfied  with the  development,  depth and  liquidity  of the  market  and the
Sub-advisor believes the options can be closed out.

         The Portfolio will not purchase options if, as a result,  the aggregate
cost of all outstanding  options  exceeds 10% of the  Portfolio's  total assets,
although no more than 5% of the total assets will be  committed to  transactions
entered into for non-hedging (speculative) purposes.

         Stock Index  Futures and  Options on Stock Index  Futures.  Futures are
generally bought and sold on the commodities  exchanges where they are listed. A
stock index future  obligates  the seller to deliver (and the purchaser to take)
an amount of cash equal to a specific dollar amount times the difference between
the value of a specific  stock index at the close of the last trading day of the
contract and the price at which the agreement is made.  No physical  delivery of
the underlying stocks in the index is made.

         While  incidental  to its  securities  activities,  the  Portfolio  may
purchase index futures as a substitute for a comparable  market  position in the
underlying securities. Securities index futures might be sold to protect against
a general  decline  in the value of  securities  of the type that  comprise  the
index.  Put options on futures might be purchased to protect against declines in
the market values of securities occasioned by a decline in stock prices.

         In an effort to compensate  for the imperfect  correlation of movements
in the price of the  securities  being hedged and  movements in the price of the
stock index futures, the Portfolio may buy or sell stock index futures contracts
in a greater or lesser dollar  amount than the dollar  amount of the  securities
being hedged if the  historical  volatility  of the stock index futures has been
less or  greater  than that of the  securities.  Such "over  hedging"  or "under
hedging" may adversely  affect the Portfolio's net investment  results if market
movements are not as anticipated when the hedge is established.

         The Portfolio  will sell options on stock index futures  contracts only
as part of closing transactions to terminate options positions it has purchased.
No assurance can be given that such closing transactions can be effected.

         The Portfolio's use, if any, of stock index futures and options thereon
will in all cases be consistent with applicable  regulatory  requirements and in
particular  the rules and  regulations of the CFTC and will be entered into only
for bona fide hedging,  risk management or other portfolio  management purposes.
If the Portfolio  exercises an option on a futures contract it will be obligated
to post  initial  margin (and  potential  subsequent  variation  margin) for the
resulting futures position just as it would for any position.  In order to cover
its  potential  obligations  if the Portfolio  enters into futures  contracts or
options  thereon,  the Portfolio  will maintain a segregated  account which will
contain only liquid  assets in an amount equal to the total market value of such
futures  contracts  less the  amount  of  initial  margin  on  deposit  for such
contracts.

         For additional information about futures contracts and related options,
see this  Statement and the Trust's  Prospectus  under "Certain Risk Factors and
Investment Methods."

         Borrowing.  The  Portfolio  may  borrow  from  banks for  temporary  or
emergency  purposes.  If asset coverage for such borrowings should decline below
the  required  300% as a result of market  fluctuations  or other  reasons,  the
Portfolio may be required to sell some of its  portfolio  holdings to reduce the
debt and restore the 300% asset coverage,  even though it may be disadvantageous
from an  investment  standpoint  to sell  securities  at that  time.  Additional
information about borrowings and its risks is included in the Trust's Prospectus
under "Certain Risk Factors and Investment Methods."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The  following  limitations  are  applicable  to the AST  Alger  All-Cap  Growth
Portfolio.  These  limitations  are not  "fundamental"  restrictions  and may be
changed by the Trustees without shareholder approval. The Portfolio will not:

1.   Purchase  securities  on margin,  except (I) for use of  short-term  credit
     necessary for clearance of purchases of portfolio  securities  and (ii) the
     Portfolio may take margin deposits in connection with futures  contracts or
     to her permissible investments;

2.   Mortgage,  pledge,  hypothecate  or, in any manner,  transfer  any security
     owned by the  Portfolio  as  security  for  indebtedness  except  as may be
     necessary in connection with permissible borrowings or investments and then
     such mortgaging,  pledging or  hypothecating  may not exceed 33 1/3% of the
     Portfolio's total assets at the time of borrowing or investment;

3.   Invest in oil, gas or mineral leases.

4.   Purchase securities of open-end or closed-end  investment  companies except
     in compliance with the 1940 Act.

5.   The  Portfolio  may not invest more than 15% of the assets of the Portfolio
     (taken at the time of the investments) in "illiquid  securities,"  illiquid
     securities  being  defined  to  include  securities  subject  to  legal  or
     contractual  restrictions on resale (which may include private placements),
     repurchase  agreements  maturing in more than seven days,  certain  options
     traded over the counter that the Portfolio has purchased,  securities being
     used to cover options a Portfolio has written,  securities for which market
     quotations are not readily available,  or other securities which legally or
     in the Sub-advisor's option may be deemed illiquid.

AST  Gabelli All-Cap Value Portfolio:

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

Investment Policies:


         Convertible  Securities.   The  Portfolio  may  invest  in  convertible
securities  when it appears to the  Portfolio's  Sub-advisor  that it may not be
prudent to be fully  invested in common  stocks.  In  evaluating  a  convertible
security,  the Sub-advisor  places primary emphasis on the attractiveness of the
underlying common stock and the potential for capital growth through conversion.
The Portfolio will normally  purchase only  investment  grade  convertible  debt
securities  having a  rating  of,  or  equivalent  to,  at  least  "BBB"  (which
securities  may have  speculative  characteristics)  by Standard & Poor's Rating
Service  ("S&P") or, if unrated,  judged by the  Sub-advisor to be of comparable
quality.  However, the Portfolio may also invest up to 25% of its assets in more
speculative convertible debt securities,  provided such securities have a rating
of, or equivalent to, at least B by S&P.


         Convertible  securities may include  corporate notes or preferred stock
but are  ordinarily a long-term debt  obligation of the issuer  convertible at a
stated  exchange  rate  into  common  stock  of the  issuer.  As with  all  debt
securities,  the  market  value of  convertible  securities  tends to decline as
interest rates increase and, conversely,  to increase as interest rates decline.
Convertible  securities  generally  offer lower interest or dividend yields than
non-convertible securities of similar quality. However, when the market price of
the common stock underlying a convertible security exceeds the conversion price,
the  price  of the  convertible  security  tends  to  reflect  the  value of the
underlying  common  stock.  As the market price of the  underlying  common stock
declines, the convertible security tends to trade increasingly on a yield basis,
and thus may not depreciate to the same extent as the  underlying  common stock.
Convertible  securities  rank  senior to common  stocks in an  issuer's  capital
structure  and  consequently  entail less risk than the issuer's  common  stock,
although the extent to which such risk is reduced  depends in large measure upon
the degree to which the  convertible  security  sells above its value as a fixed
income security.

         In selecting convertible securities for the Portfolio,  the Sub-advisor
relies  primarily  on its own  evaluation  of the issuer and the  potential  for
capital  growth  through  conversion.  It does  not  rely on the  rating  of the
security or sell the security  because of a change in rating  absent a change in
its own evaluation of the underlying  common stock and the ability of the issuer
to pay  principal  and interest or  dividends  when due without  disrupting  its
business goals.  Interest or dividend yield is a factor only to the extent it is
reasonably  consistent with  prevailing  rates for securities of similar quality
and thereby  provides a support level for the market price of the security.  The
Portfolio will purchase the convertible  securities of highly leveraged  issuers
only when, in the judgment of the Sub-advisor, the risk of default is outweighed
by the potential for capital growth.

         The issuers of debt obligations having speculative  characteristics may
experience  difficulty in paying principal and interest when due in the event of
a downturn in the economy or unanticipated  corporate  developments.  The market
prices of such  securities  may  become  increasingly  volatile  in  periods  of
economic  uncertainty.   Moreover,  adverse  publicity  or  the  perceptions  of
investors, over which the Sub-advisor has no control and whether or not based on
Fundamental  analysis,  may  decrease  the market  price and  liquidity  of such
investments.  Although  the  Sub-advisor  will  attempt  to avoid  exposing  the
Portfolio to such risks,  there is no assurance  that it will be  successful  or
that a liquid secondary market will continue to be available for the disposition
of such securities.

         Lower-rated Debt  Securities.  The Portfolio may invest up to 5% of its
assets in low-rated and unrated  corporate debt securities (often referred to as
"junk  bonds").  Corporate  debt  securities  that are either  unrated or have a
predominantly  speculative  rating may  present  opportunities  for  significant
long-term  capital  growth if the ability of the issuer to repay  principal  and
interest when due is underestimated  by the market or the rating  organizations.
Because of its perceived  credit weakness,  the issuer is generally  required to
pay a higher  interest  rate  and/or  its debt  securities  may be  selling at a
significantly  lower market price than the debt securities of other issuers.  If
the inherent  value of such  securities  is higher than was  perceived  and such
value  is  eventually  recognized,  the  market  value  of  the  securities  may
appreciate  significantly.  The  Sub-advisor  believes  that its research on the
credit and balance sheet  strength of certain  issuers may enable it to select a
limited  number of corporate  debt  securities  that, in certain  markets,  will
better serve the objective of capital  growth than  alternative  investments  in
common stocks. Of course, there can be no assurance that the Sub-advisor will be
successful.  In its  evaluation,  the Sub-advisor  will not rely  exclusively on
ratings and the receipt of income from these  securities  is only an  incidental
consideration.

         The ratings of Moody's  Investors  Service,  Inc.  ("Moody's")  and S&P
generally represent the opinions of those organizations as to the quality of the
securities that they rate. Such ratings,  however,  are relative and subjective,
and are not absolute  standards of quality.  Although the Sub-advisor uses these
ratings as a criterion for the selection of securities  for the  Portfolio,  the
Sub-advisor  also  relies on its  independent  analysis  to  evaluate  potential
investments  for the  Portfolio.  The Portfolio does not intend to purchase debt
securities for which a liquid trading market does not exist, but there can be no
assurance that such a market will exist for the sale of such securities.


         Additional  information on lower-rated  debt securities and their risks
is included in this  Statement and the Trust's  Prospectus  under  "Certain Risk
Factors and  Investment  Methods."  Additional  information  on  corporate  bond
ratings is included in the Appendix to this Statement.

         Borrowing. The Portfolio may borrow subject to certain restrictions set
forth in the Trust's  Prospectus  under  "Certain  Risk  Factors and  Investment
Methods" and in this Statement under  "Investment  Restrictions."  The Portfolio
may  mortgage,  pledge  or  hypothecate  up to  20%  of  its  assets  to  secure
permissible borrowings.  Money borrowed will be subject to interest costs, which
may or may not be recovered by appreciation if securities are purchased with the
proceeds of the borrowing.

         Investments  in  Warrants  and  Rights.  The  Portfolio  may  invest in
warrants and rights (in addition to those acquired in units or attached to other
securities),  which  entitle the holder to buy equity  securities  at a specific
price for or at the end of a  specific  period of time.  The value of a right or
warrant  may  decline  because  of a  decline  in the  value  of the  underlying
security,  the passage of time,  changes in interest rates or in the dividend or
other policies of the issuer whose equity underlies the warrant, a change in the
perception as to the future price of the underlying security, or any combination
thereof.  Additional  information  about  warrants and rights and their risks is
included  in this  Statement  and the Trust's  Prospectus  under  "Certain  Risk
Factors and Investment Methods."

         Investment in Small, Unseasoned Companies.  The Portfolio may invest in
small,  less  well-known  companies that have operated for less than three years
(including  predecessors).  The  securities of such companies may have a limited
trading market,  which may adversely affect their  disposition and can result in
their being priced lower than might  otherwise be the case. If other  investment
companies and  investors  who invest in such issuers  trade the same  securities
when the  Portfolio  attempts  to dispose of its  holdings,  the  Portfolio  may
receive lower prices than might otherwise be obtained.



         Corporate Reorganizations.  In general, securities of companies engaged
in reorganization  transactions sell at a premium to their historic market price
immediately  prior to the  announcement  of the tender  offer or  reorganization
proposal.  However,  the  increased  market  price of such  securities  may also
discount  what the stated or  appraised  value of the  security  would be if the
contemplated  transaction were approved or consummated.  Such investments may be
advantageous  when  the  discount  significantly  overstates  the  risk  of  the
contingencies involved, significantly undervalues the securities, assets or cash
to be received  by  shareholders  of the issuer as a result of the  contemplated
transaction,  or fails adequately to recognize the possibility that the offer or
proposal may be replaced or superseded by an offer or proposal of greater value.
The evaluation of such  contingencies  requires  unusually  broad  knowledge and
experience  on the part of the  Sub-advisor,  which must  appraise  not only the
value of the issuer and its component businesses and the assets or securities to
be received as a result of the contemplated transaction,  but also the financial
resources  and business  motivation of the offeror as well as the dynamic of the
business climate when the offer or proposal is in progress.


         In making  such  investments,  the  Portfolio  will be  subject  to its
diversification  and other  investment  restrictions,  including the requirement
that,  except with respect to 25% of its assets,  not more than 5% of its assets
may be  invested  in the  securities  of any issuer  (see this  Statement  under
"Investment  Restrictions").  Because such investments are ordinarily short term
in nature,  they will tend to increase the Portfolio's  portfolio turnover rate,
thereby increasing its brokerage and other transaction expenses. The Sub-advisor
intends to select  investments of the type described  that, in its view,  have a
reasonable  prospect of capital  growth that is  significant in relation to both
the risk involved and the potential of available alternate investments.

         When-Issued,  Delayed-Delivery and Forward Commitment Transactions. The
Portfolio  may  enter  into  forward  commitments  for the  purchase  or sale of
securities,  including on a "when issued" or "delayed delivery" basis, in excess
of customary  settlement  periods for the type of securities  involved.  In some
cases,  the  obligations  of the  parties  under  a  forward  commitment  may be
conditioned  upon the  occurrence  of a subsequent  event,  such as approval and
consummation of a merger,  corporate reorganization or debt restructuring (i.e.,
a when, as and if issued security).  When such transactions are negotiated,  the
price  is  fixed  at the  time of the  commitment,  with  payment  and  delivery
generally  taking place a month or more after the date of the commitment.  While
the Portfolio  will only enter into a forward  commitment  with the intention of
actually acquiring the security,  the Portfolio may sell the security before the
settlement date if it is deemed advisable. The Portfolio will segregate with its
custodian cash or liquid securities in an aggregate amount at least equal to the
amount of its outstanding forward commitments.  Additional information regarding
when-issued,  delayed-delivery  and forward  commitment  transactions  and their
risks is included in this  Statement and the Trust's  Prospectus  under "Certain
Risk Factors and Investment Methods."


         Other Investment  Companies.  The Portfolio may invest up to 10% of its
total assets in the securities of other  investment  companies,  including small
business  investment  companies.  (Not more than 5% of its total  assets  may be
invested in any one  investment  company,  nor will the Portfolio  purchase more
than 3% of the securities of any other  investment  company.) To the extent that
the  Portfolio  invests  in  the  securities  of  other  investment   companies,
shareholders  in the  Portfolio  may be subject to  duplicative  management  and
administrative fees.

         Short Sales.  The Portfolio may, from time to time, make short sales of
securities it owns or has the right to acquire through conversion or exchange of
other  securities it owns (short sales "against the box").  In a short sale, the
Portfolio  does not  immediately  deliver  the  securities  sold or receive  the
proceeds  from the sale.  The Portfolio may make a short sale against the box in
order to  hedge  against  market  risks  when it  believes  that the  price of a
security may decline,  affecting the Portfolio directly if it owns that security
or causing a decline in the value of a security  owned by the Portfolio  that is
convertible into the security sold short.

         To secure its  obligations  to deliver the securities  sold short,  the
Portfolio will  segregate  assets with its custodian in an amount at least equal
to the value of the securities sold short or the securities convertible into, or
exchangeable  for, the securities.  The Portfolio may close out a short position
by purchasing  and delivering an equal amount of securities  sold short,  rather
than by  delivering  securities  already  held  by the  Portfolio,  because  the
Portfolio  may want to continue to receive  interest  and  dividend  payments on
securities in its portfolio that are convertible into the securities sold short.

         Options.  The Portfolio may purchase or sell listed call or put options
on securities as a means of achieving  additional return or of hedging the value
of the  Portfolio's  portfolio.  In  addition  to  changes  in the  price  of an
underlying security, other principal factors affecting the market value of a put
or a call option include supply and demand,  interest rates, price volatility of
the underlying security and the time remaining until the expiration date.

         The Portfolio will only write calls options if they are covered. A call
option is covered if the Portfolio owns the underlying  security  covered by the
call or has an absolute and  immediate  right to acquire that  security  without
additional cash  consideration (or for additional cash  consideration if cash or
other  liquid  assets with a value equal to such  additional  consideration  are
segregated with the Portfolio's  custodian) upon conversion or exchange of other
securities held in its portfolio. A call option is also covered if the Portfolio
holds a call on the same security as the call written  where the exercise  price
of the call  held is (1) equal to or less  than the  exercise  price of the call
written or (2) greater  than the  exercise  price of the call written if cash or
other liquid assets equal to the difference  are segregated  with the custodian.
If the Portfolio writes a put option, the Portfolio will segregate cash or other
assets with a value equal to the  exercise  price of the option,  or will hold a
put on the same security as the put written where the exercise  price of the put
held is equal to or greater than the exercise price of the put written.

         If the Portfolio has written an option, it may terminate its obligation
by effecting a closing  purchase  transaction.  However,  once the Portfolio has
been  assigned  an exercise  notice,  the  Portfolio  will be unable to effect a
closing purchase  transaction.  Similarly,  if the Portfolio is the holder of an
option it may  liquidate  its position by effecting a closing sale  transaction.
This is  accomplished  by  selling  an option of the same  series as the  option
previously  purchased.  There can be no assurance that either a closing purchase
or sale transaction can be effected when the Portfolio so desires. The Portfolio
will  realize  a profit  from a  closing  sale  transaction  if the price of the
transaction is more than the premium paid to purchase the option;  the Portfolio
will  realize  a loss  from a  closing  sale  transaction  if the  price  of the
transaction is less than the premium paid to purchase the option.

         The Portfolio will  generally  purchase or write only those options for
which there appears to be an active secondary market.  If, however,  there is no
liquid secondary  market when the Sub-advisor  wishes to close out an option the
Portfolio  has  purchased,  it might not be  possible  to effect a closing  sale
transaction,  so that the Portfolio  would have to exercise its options in order
to realize any profit and would incur brokerage commissions upon the exercise of
call options and upon the subsequent  disposition  of underlying  securities for
the exercise of put options. If the Portfolio,  as a covered call option writer,
is unable to effect a closing  purchase  transaction in a secondary  market,  it
will not be able to sell the underlying  security until the option expires or it
delivers the underlying security upon exercise or otherwise covers the position.


         In addition to options on  securities,  the Portfolio may also purchase
and sell call and put options on  securities  indices.  The Portfolio may offset
its  position in stock index  options  prior to  expiration  by entering  into a
closing  transaction  on an exchange  or it may let the option it has  purchased
expire  unexercised.  The  Portfolio  may  write put and call  options  on stock
indices for the  purposes of  increasing  its gross  income,  thereby  partially
protecting its portfolio against declines in the value of the securities it owns
or  increases  in the value of  securities  to be  acquired.  In  addition,  the
Portfolio  may purchase put and call options on stock  indices in order to hedge
its  investments  against a decline in value or to attempt to reduce the risk of
missing a market or industry segment advance.  While one purpose of writing such
options is to  generate  additional  income  for the  Portfolio,  the  Portfolio
recognizes that it may be required to deliver an amount of cash in excess of the
market value of a stock index at such time as an option written by the Portfolio
is  exercised  by the holder.  Because  options on  securities  indices  require
settlement  in cash,  the  Sub-advisor  may be  forced  to  liquidate  portfolio
securities  to meet  settlement  obligations.  The  Portfolio  will not purchase
options on indexes unless the  Sub-advisor  is satisfied  with the  development,
depth and  liquidity of the market and  believes  that the options can be closed
out.


         Although the Sub-advisor will attempt to take  appropriate  measures to
minimize the risks relating to the Portfolio's  writing of put and call options,
there can be no assurance that the Portfolio will succeed in any  option-writing
program it undertakes.


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


         Futures Contracts and Options on Futures.  The Portfolio may enter into
futures contracts that are traded on a U.S. exchange or board of trade. Although
the  Portfolio has no current  intention of using options on futures  contracts,
the Portfolio may at some future date enter into such  options.  Investments  in
futures  contracts and related options will be made by the Portfolio  solely for
the purpose of hedging against changes in the value of its portfolio  securities
or in the value of securities it intends to purchase. Such investments will only
be made if they are economically  appropriate to the reduction of risks involved
in the management of the Portfolio. In this regard, the Portfolio may enter into
futures contracts or options on futures relating to securities  indices or other
financial instruments,  including but not limited to U.S. Government securities.
Futures  exchanges  and  trading in the United  States are  regulated  under the
Commodity Exchange Act by the Commodity Futures Trading Commission.

         Initial margin payments  required in connection with futures  contracts
will range from  approximately 1% to 10% of the contract amount.  Initial margin
amounts  are  subject to change by the  exchange  or board of trade on which the
contract  is  traded,  and  brokers or members of such board of trade may charge
higher amounts.  At any time prior to the expiration of a futures contract,  the
portfolio may elect to close the position by taking an opposite position,  which
will operate to terminate the Portfolio's existing position in the contract.  At
expiration,  certain futures contracts,  including stock and bond index futures,
are settled on a net cash payment  basis rather than by the sale and delivery of
the securities underlying the futures contracts.


         The  potential  loss  related to the purchase of an option on a futures
contract is limited to the premium paid for the option (plus transaction costs).
There are no daily  cash  payments  by the  purchaser  of an option on a futures
contract to reflect  changes in the value of the underlying  contract;  however,
the value of the option does change  daily and that change would be reflected in
the net asset value of the Portfolio.


         The  Sub-advisor may use such  instruments for the Portfolio  depending
upon market conditions prevailing at the time and the perceived investment needs
of the Portfolio.  In the event the Portfolio  enters into futures  contracts or
writes  related  options,  an amount of cash or other liquid assets equal to the
market value of the contract will be segregated with the  Portfolio's  custodian
to collateralize the positions, thereby insuring that the use of the contract is
unleveraged.

         The Sub-advisor may have difficulty selling or buying futures contracts
and  options  when  it  chooses.  In  addition,  hedging  practices  may  not be
available, may be too costly to be used effectively, or may be unable to be used
for other reasons.


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


         Investment  Opportunities  and Related  Limitations.  Affiliates of the
Sub-advisor may, in the ordinary course of their business, acquire for their own
account or for the accounts of their advisory clients, significant (and possibly
controlling)  positions in the securities of companies that may also be suitable
for  investment by the Portfolio.  The  securities in which the Portfolio  might
invest may thereby be limited to some extent.  For instance,  many  companies in
the past several years have adopted  so-called  "poison pill" or other defensive
measures  designed to  discourage or prevent the  completion  of  non-negotiated
offers for control of the company.  Such defensive  measures may have the effect
of limiting  the shares of the company  that might  otherwise be acquired by the
Portfolio if the affiliates of the  Sub-advisor or their advisory  accounts have
or  acquire  a  significant  position  in  the  same  securities.  However,  the
Sub-advisor  does not believe that the  investment  activities of its affiliates
will have a material adverse effect upon the Portfolio in seeking to achieve its
investment  objectives.  In addition,  orders for the  Portfolio  generally  are
accorded  priority of  execution  over  orders  entered on behalf of accounts in
which the Sub-advisor or its affiliates have a substantial  pecuniary  interest.
The Portfolio  may invest in the  securities  of companies  that are  investment
management  clients of the  Sub-advisor's  affiliates.  In  addition,  portfolio
companies or their  officers or directors  may be minority  shareholders  of the
Sub-advisor or its affiliates.

         Investment Policies Which May be Changed Without Shareholder  Approval.
The  following  limitations  are  applicable  to the AST Gabelli  All-Cap  Value
Portfolio. These limitations are not Fundamental restrictions and can be changed
without shareholder approval. The Portfolio may not:

1.   Purchase  securities on margin,  but it may obtain such short-term  credits
     from banks as may be necessary  for the  clearance of purchase and sales of
     securities;

2.   Mortgage,  pledge  or  hypothecate  any  of  its  assets  except  that,  in
     connection with permissible borrowings,  not more than 20% of the assets of
     the Portfolio (not including amounts borrowed) may be used as collateral;

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

4.   Invest, in the aggregate, more than 15% of the value of its total assets in
     securities  for  which  market   quotations  are  not  readily   available,
     securities that are restricted for public sale, or in repurchase agreements
     maturing or terminable in more than seven days;

5.   Sell securities short, except that the Portfolio may make short sales if it
     owns the securities  sold short or has the right to acquire such securities
     through conversion or exchange of other securities it owns; or

6.   Invest in companies for the purpose of exercising control.



AST Kinetics Internet Portfolio:

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

Investment Policies:

         The Portfolio is designed for long-term  investors who  understand  and
are willing to accept the risk of loss  involved in  investing  in a mutual fund
seeking long-term capital growth. Except during temporary defensive periods, the
Portfolio  invests at least 65% of its total assets in  securities  of companies
that provide products or services designed for the Internet.

         Preferred  Stock.  Some  preferred  stocks in which the  Portfolio  may
invest  may  be  convertible  into  common  stock.  Convertible  securities  are
securities  that may be converted  into or exchanged  for a specified  amount of
common stock of the same or different issuer within a particular  period of time
at a specified  price or formula.  Additional  information on preferred stock is
included in the Trust's  Prospectus  under  "Certain Risk Factors and Investment
Methods."

         Fixed-Income  Securities.  Debt purchased by the Portfolio will consist
of obligations of medium-grade or higher,  having at least adequate  capacity to
pay interest and repay principal. Non-convertible debt obligations will be rated
BBB or higher by S&P, or Baa or higher by Moody's.  Convertible debt obligations
will be rated B or higher by S&P or Moody's.  See  Appendix B to this  Statement
for a description of debt security ratings.


         Medium- and lower-rated securities (BBB or Baa and lower) and non-rated
securities of comparable  quality tend to be subject to wilder  fluctuations  in
yields and  market  values  than  higher-rated  securities.  At no time will the
Portfolio  have  more  than 5% of its  total  assets  invested  in  fixed-income
securities that are unrated or rated below  investment  grade either at the time
of purchase or as a result of a reduction  in rating after  purchase.  Except to
comply with this  limitation,  the  Portfolio is not required to dispose of debt
securities  whose ratings are downgraded  below the Portfolio's  minimum ratings
subsequent to the Portfolio's purchase of the securities.


         Additional  information on fixed-income  or debt securities  (including
lower-rated  fixed  income  securities)  and  their  risks is  included  in this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Depositary  Receipts.  The Portfolio may invest in American  Depositary
Receipts ("ADRs") or other forms of depositary  receipts,  such as International
Depositary  Receipts ("IDRs").  Investments in these types of securities involve
certain  inherent  risks  generally   associated  with  investments  in  foreign
securities, including those relating to political and economic factors, currency
fluctuation, and foreign withholding taxes. A change in the value of any foreign
currency  against the U.S. dollar will result in a  corresponding  change in the
U.S. dollar value of portfolio securities underlying an ADR that are denominated
in that currency.  For additional  information on depositary  receipts,  foreign
securities  generally,  and their  risks,  see this  Statement  and the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."


         Futures  Contracts.  The  Portfolio  may  purchase  and sell  financial
futures  contracts  and  related  options  for  hedging  purposes  and/or  as  a
substitute  for  direct  investment.   For  additional  information  on  futures
contracts and their risks,  see this Statement and the Trust's  Prospectus under
"Certain Risk Factors and Investment Methods."


         Options  Transactions:  Most mutual funds that use option strategies to
hedge  portfolio  positions do not depend solely on the option profit or loss to
justify the use of options, because such funds also take into account the profit
or loss of the underlying securities.


                  Purchasing  Put and Call  Options.  The Portfolio may purchase
put and call options on securities eligible for purchase by the Portfolio and on
securities indices.  Prior to exercise or expiration,  the Portfolio may sell an
option through a "closing sale transaction," which is accomplished by selling an
option of the same  series as the option  previously  purchased.  The  Portfolio
generally  will purchase only those options for which the  Sub-advisor  believes
there is an active secondary market to facilitate closing transactions.


         The Portfolio may purchase call options to hedge against an increase in
the price of securities that the Portfolio  wants  ultimately to buy. Such hedge
protection is provided  during the life of the call option since the  Portfolio,
as holder of the call  option,  is able to buy the  underlying  security  at the
exercise price  regardless of any increase in the underlying  security's  market
price.  In order for a call  option to be  profitable,  the market  price of the
underlying security must rise sufficiently above the exercise price to cover the
premium and transaction costs.


                  Writing Call  Options.  The  Portfolio  may write covered call
options on securities  eligible for purchase by the Portfolio.  A call option is
"covered"  if the  Portfolio  owns the  security  underlying  the call or has an
absolute right to acquire the security  without  additional  cash  consideration
(or, if additional cash  consideration is required,  cash or cash equivalents in
such amount are segregated with the Portfolio's custodian).

                  Writing Put Options.  The Portfolio may also write put options
on securities eligible for purchase by the Portfolio.  If the Portfolio writes a
put option, it will, at all times when the put option is outstanding,  segregate
cash or other liquid  assets in an amount equal to or  exceeding  its  potential
obligation  under  the  option,  or will own an  option  to sell the  underlying
security  at a price  equal to or  greater  than the  exercise  price of the put
option.


         A writer of an option  may not  effect a closing  purchase  transaction
after it has been  notified of the  exercise of the option.  Effecting a closing
transaction  in the case of a written  call  option  allows the cash or proceeds
from the concurrent sale of any securities  subject to the option to be used for
other investments of the Portfolio.

         The Portfolio realizes a gain from a closing transaction if the cost of
the closing  transaction  is less than the  premium  received  from  writing the
option or if the proceeds from the closing transaction are more than the premium
paid to  purchase  the  option.  The  Portfolio  realizes  a loss from a closing
transaction  if the cost of the  closing  transaction  is more than the  premium
received from writing the option or if the proceeds from the closing transaction
are less than the premium paid to purchase the option.

                  Risk Factors in Options  Transactions.  The  successful use of
options by the Portfolio  depends on the ability of the  Sub-advisor to forecast
correctly interest rate and market movements. For example, if the Portfolio were
to write a call option based on the Sub-advisor's  expectation that the price of
the  underlying  security  would fall,  but the price were to rise instead,  the
Portfolio  could be required to sell the security upon exercise at a price below
the current market price. Similarly, if the Portfolio were to write a put option
based on the Sub-advisor's expectation that the price of the underlying security
would rise, but the price were to fall instead,  the Portfolio could be required
to purchase the security upon exercise at a price higher than the current market
price.

         When the Portfolio  purchases an option,  it runs the risk that it will
lose its entire  investment in the option in a relatively  short period of time,
unless  the  Portfolio  exercises  the  option  or enters  into a  closing  sale
transaction  before  the  option's  expiration.  If the price of the  underlying
security does not rise (in the case of a call) or fall (in the case of a put) to
an extent  sufficient to cover the option  premium and  transaction  costs,  the
Portfolio will lose part or all of its investment in the option.  This contrasts
with an  investment  by the  Portfolio  in the  underlying  security,  since the
Portfolio will not realize a loss if the security's price does not change.

         The effective use of options also depends on the Portfolio's ability to
terminate option  positions at times when the Sub-advisor  deems it desirable to
do so. There is no assurance  that the Portfolio  will be able to effect closing
transactions at any particular time or at an acceptable price.

         A market  may at times  find it  necessary  to impose  restrictions  on
particular  types of options  transactions,  such as opening  transactions.  For
example, if an underlying security ceases to meet qualifications  imposed by the
market  or an  options  clearing  corporation,  new  series of  options  on that
security  will no longer  be opened to  replace  expiring  series,  and  opening
transactions in existing series may be prohibited.  If an options market were to
become illiquid, the Portfolio as a holder of an option would be able to realize
profits or limit losses only by exercising  the option,  and the  Portfolio,  as
option  writer,  would remain  obligated  under the option until  expiration  or
exercise.

         Disruptions  in the  markets  for  the  securities  underlying  options
purchased or sold by the  Portfolio  could  result in losses on the options.  If
trading is interrupted in an underlying security, the trading of options on that
security is normally halted as well. As a result,  the Portfolio as purchaser or
writer of an option  will be unable  to close out its  positions  until  options
trading resumes,  and it may be faced with considerable losses if trading in the
security  reopens at a substantially  different  price. In addition,  an options
clearing corporation or other options markets may impose exercise restrictions.

                  Dealer  Options.  The  Portfolio  may  engage in  transactions
involving dealer options as well as exchange-traded  options.  Certain risks are
specific to dealer  options.  While the  Portfolio  might look to an  exchange's
clearing  corporation  to exercise  exchange-traded  options,  if the  Portfolio
purchases a dealer  option it must rely on the selling  dealer to perform if the
Portfolio  exercises the option.  Failure by the dealer to do so would result in
the loss of the premium  paid by the  Portfolio  as well as loss of the expected
benefit of the transaction.

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

         Temporary  Investments.  Due to the changing nature of the Internet and
related  companies,  the national economy and market  conditions,  the Portfolio
may, as a temporary  defensive measure,  invest without limitation in short-term
debt securities and money market securities with a rating of A2-P2 or higher.

         In  order  to  have  funds  available  for  redemption  and  investment
opportunities,  the  Portfolio  may also hold a portion of its assets in cash or
U.S. short-term money market  instruments.  Certificates of deposit purchased by
the  Portfolio  will be those of U.S.  banks  having total assets at the time of
purchase in excess of $1 billion,  and  bankers'  acceptances  purchased  by the
Portfolio will be guaranteed by U.S. or foreign banks having total assets at the
time of purchase in excess of $1 billion.  Under normal market  conditions,  the
Portfolio  anticipates  that  not  more  than 10% of its  total  assets  will be
invested in these short-term instruments or held in cash.

         Portfolio  Turnover.  In  order  to  qualify  for  the  beneficial  tax
treatment afforded regulated investment companies, and to be relieved of Federal
tax  liabilities,  the Portfolio must  distribute  substantially  all of its net
income to  shareholders  generally on an annual basis.  Thus,  the Portfolio may
have to dispose of portfolio securities under  disadvantageous  circumstances to
generate cash or borrow cash in order to satisfy the  distribution  requirement.
The Portfolio  does not trade in  securities  for  short-term  profits but, when
circumstances  warrant,  securities  may be sold without regard to the length of
time they have been held.

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following limitations are applicable to the AST Kinetics Internet Portfolio.
The limitations  are not  "fundamental"  restrictions  and may be changed by the
Trustees without shareholder approval.

         1. The Portfolio  will not invest more than 15% of the value of its net
assets in illiquid securities,  restricted securities,  and other securities for
which market quotations are not readily available.

         2. The  Portfolio  will not purchase or sell  commodities  or commodity
contracts,  or invest in oil, gas or mineral exploration or development programs
or real estate,  except that the Portfolio  may purchase and sell  securities of
companies that deal in oil, gas, or mineral exploration or development  programs
or interests therein.

AST T. Rowe Price Natural Resources Portfolio:

Investment  Objective:  The  investment  objective  of the  Portfolio is to seek
long-term  growth of capital  through  investment  primarily in common stocks of
companies  which own or develop natural  resources and other basic  commodities.
Current  income is not a factor in the selection of stocks for investment by the
Portfolio.  Total return will  consist  primarily  of capital  appreciation  (or
depreciation).

Investment  Policies:  The Portfolio  will  normally  have  primarily all of its
assets  in  equity  securities  (e.g.,  common  stocks).  This  portion  of  the
Portfolio's assets will be subject to all of the risks of investing in the stock
market.  There is risk in all investment.  The value of the portfolio securities
of the  Portfolio  will  fluctuate  based upon market  conditions.  Although the
Portfolio  seeks to reduce risk by investing in a  diversified  portfolio,  such
diversification  does not eliminate  all risk.  The  fixed-income  securities in
which the Portfolio may invest include,  but are not limited to, those described
below.


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


         U.S.  Government  Agency  Securities.  Issued  or  guaranteed  by  U.S.
Government sponsored enterprises and federal agencies.  These include securities
issued  by  the  Federal  National  Mortgage  Association,  Government  National
Mortgage  Association,  Federal Home Loan Bank, Federal Land Banks, Farmers Home
Administration,  Banks for  Cooperatives,  Federal  Intermediate  Credit  Banks,
Federal Financing Bank, Farm Credit Banks, the Small Business  Association,  and
the Tennessee  Valley  Authority.  Some of these securities are supported by the
full faith and credit of the U.S. Treasury; and the remainder are supported only
by the credit of the instrumentality,  which may or may not include the right of
the issuer to borrow from the Treasury.

     Bank Obligations.  Certificates of deposit, bankers' acceptances, and other
short-term debt obligations.  Certificates of deposit are short-term obligations
of commercial banks. A bankers' acceptance is a time draft drawn on a commercial
bank  by  a  borrower,  usually  in  connection  with  international  commercial
transactions.  Certificates  of deposit  may have fixed or variable  rates.  The
Portfolio  may  invest in U.S.  banks,  foreign  branches  of U.S.  banks,  U.S.
branches of foreign banks, and foreign branches of foreign banks.

     Short-Term Corporate Debt Securities.  Outstanding nonconvertible corporate
debt  securities  (e.g.,  bonds  and  debentures)  which  have  one year or less
remaining to maturity.  Corporate  notes may have fixed,  variable,  or floating
rates.

     Commercial  Paper.  Short-term  promissory  notes  issued  by  corporations
primarily to finance short-term credit needs. Certain notes may have floating or
variable rates.

     Foreign   Government   Securities.   Issued  or  guaranteed  by  a  foreign
government,  province,  instrumentality,  political  subdivision or similar unit
thereof.

     Savings and Loan Obligations.  Negotiable certificates of deposit and other
short-term debt obligations of savings and loan associations.

     Supranational  Entities. The Portfolio may also invest in the securities of
certain supranational entities, such as the International Development Bank.

         Debt Obligations.  Although primarily all of the Portfolio's assets are
invested in common stocks,  the Portfolio may invest in convertible  securities,
corporate  debt  securities  and  preferred  stocks.  See this  Statement  under
"Certain  Risk  Factors  and  Investment  Methods,"  for a  discussion  of  debt
obligations.

         The  Portfolio's  investment  program  permits  it  to  purchase  below
investment grade securities.  Since investors  generally perceive that there are
greater risks associated with investment in lower quality securities, the yields
from such  securities  normally  exceed  those  obtainable  from higher  quality
securities.  However,  the principal value of lower-rated  securities  generally
will  fluctuate  more widely  than  higher  quality  securities.  Lower  quality
investments  entail a higher  risk of  default  -- that is,  the  nonpayment  of
interest  and  principal  by the issuer than higher  quality  investments.  Such
securities  are also subject to special  risks,  discussed  below.  Although the
Portfolio seeks to reduce risk by portfolio  diversification,  credit  analysis,
and attention to trends in the economy,  industries and financial markets,  such
efforts will not eliminate all risk. There can, of course,  be no assurance that
the Portfolio will achieve its investment objective.

         After purchase by the Portfolio,  a debt security may cease to be rated
or its rating may be reduced  below the  minimum  required  for  purchase by the
Portfolio.  Neither event will require a sale of such security by the Portfolio.
However,  Sub-advisor  will consider such event in its  determination of whether
the  Portfolio  should  continue  to hold the  security.  To the extent that the
ratings  given by  Moody's  or S&P may  change  as a result of  changes  in such
organizations  or their  rating  systems,  the  Portfolio  will  attempt  to use
comparable   ratings  as  standards  for  investments  in  accordance  with  the
investment policies contained in the prospectus.

         Risks of Low-Rated  Debt  Securities.  The  Portfolio may invest in low
quality bonds  commonly  referred to as "junk bonds." Junk bonds are regarded as
predominantly  speculative  with respect to the issuer's  continuing  ability to
meet principal and interest payments. Because investment in low and lower-medium
quality  bonds  involves  greater  investment  risk, to the extent the Portfolio
invests in such bonds,  achievement  of its  investment  objective  will be more
dependent  on  Sub-advisor's  credit  analysis  than  would  be the  case if the
Portfolio was investing in higher quality bonds. For a discussion of the special
risks involved in low-rated bonds, see this Statement and the Trust's Prospectus
under "Certain Risk Factors and Investment Methods."

         Mortgage-Backed  Securities.  Mortgage-backed securities are securities
representing interest in a pool of mortgages. After purchase by the Portfolio, a
security  may cease to be rated or its rating may be reduced  below the  minimum
required for  purchase by the  Portfolio.  Neither  event will require a sale of
such security by the  Portfolio.  However,  the  Sub-advisor  will consider such
event in its  determination of whether the Portfolio should continue to hold the
security. To the extent that the ratings given by Moody's or S&P may change as a
result of changes in such  organizations or their rating systems,  the Portfolio
will  attempt  to  use  comparable  ratings  as  standards  for  investments  in
accordance with the investment policies continued in the Trust's Prospectus. For
a discussion of  mortgage-backed  securities and certain risks involved therein,
see this  Statement and the Trust's  Prospectus  under "Certain Risk Factors and
Investment Methods."

         Collateralized  Mortgage Obligations (CMOs). CMOs are obligations fully
collateralized  by a portfolio  of  mortgages  or  mortgage-related  securities.
Payments of principal and interest on the  mortgages  are passed  through to the
holders of the CMOs on the same schedule as they are received,  although certain
classes  of CMOs have  priority  over  others  with  respect  to the  receipt of
prepayments on the mortgages.  Therefore, depending on the type of CMOs in which
a Portfolio  invests,  the investment may be subject to a greater or lesser risk
of prepayment than other types of mortgage-related securities. For an additional
discussion  of  CMOs  and  certain  risks  involved  therein,  see  the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Asset-Backed  Securities.  The  Portfolio  may  invest a portion of its
assets in debt obligations known as asset-backed securities.  The credit quality
of most asset-backed  securities  depends primarily on the credit quality of the
assets  underlying such securities,  how well the entity issuing the security is
insulated  from  the  credit  risk of the  originator  or any  other  affiliated
entities  and the amount  and  quality of any  credit  support  provided  to the
securities.  The rate of principal payment on asset-backed  securities generally
depends on the rate of  principal  payments  received on the  underlying  assets
which in turn may be affected by a variety of economic and other  factors.  As a
result,  the yield on any  asset-backed  security is  difficult  to predict with
precision and actual yield to maturity may be more or less than the  anticipated
yield to maturity.

                  Automobile Receivable Securities.  The Portfolio may invest in
asset-backed  securities  which are backed by  receivables  from  motor  vehicle
installment  sales  contracts or  installment  loans  secured by motor  vehicles
("Automobile Receivable Securities").

                  Credit Card Receivable Securities. The Portfolio may invest in
asset-backed  securities  backed  by  receivables  from  revolving  credit  card
agreements ("Credit Card Receivable Securities").

                  Other Assets.  The Sub-advisor  anticipates that  asset-backed
securities  backed by assets other than those  described above will be issued in
the future.  The Portfolio  may invest in such  securities in the future if such
investment is otherwise  consistent with its investment  objective and policies.
For a  discussion  of these  securities,  see  this  Statement  and the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Stripped   Agency   Mortgage-Backed    Securities.    Stripped   Agency
Mortgage-Backed  securities represent interests in a pool of mortgages, the cash
flow of which has been  separated  into its interest and  principal  components.
"IOs" (interest only  securities)  receive the interest portion of the cash flow
while "POs" (principal only securities) receive the principal portion.  Stripped
Agency  Mortgage-Backed  Securities may be issued by U.S. Government Agencies or
by private  issuers  similar to those  described  above with respect to CMOs and
privately-issued  mortgage-backed certificates. As interest rates rise and fall,
the value of IOs tends to move in the same  direction  as  interest  rates.  The
value of the other mortgage-backed  securities described herein, like other debt
instruments,  will tend to move in the opposite  direction  compared to interest
rates. Under the Internal Revenue Code of 1986, as amended (the "Code"), POs may
generate  taxable income from the current  accrual of original  issue  discount,
without a corresponding distribution of cash to the Portfolio.

         The cash flows and yields on IO and PO classes are extremely  sensitive
to the  rate  of  principal  payments  (including  prepayments)  on the  related
underlying  mortgage  assets.  For  example,  a rapid or slow rate of  principal
payments  may  have a  material  adverse  effect  on the  prices  of IOs or POs,
respectively.   If  the  underlying  mortgage  assets  experience  greater  than
anticipated  prepayments of principal,  an investor may fail to recoup fully its
initial investment in an IO class of a stripped  mortgage-backed  security, even
if the IO class is rated AAA or Aaa or is  derived  from a full faith and credit
obligation. Conversely, if the underlying mortgage assets experience slower than
anticipated  prepayments of principal,  the price on a PO class will be affected
more  severely  than  would  be  the  case  with a  traditional  mortgage-backed
security.

         The Portfolio will treat IOs and POs, other than  government-issued IOs
or POs backed by fixed rate mortgages,  as illiquid securities and, accordingly,
limit its  investments  in such  securities,  together  with all other  illiquid
securities, to 15% of the Portfolio's net assets. Sub-advisor will determine the
liquidity of these  investments based on the following  guidelines:  the type of
issuer; type of collateral,  including age and prepayment characteristics;  rate
of interest on coupon  relative  to current  market  rates and the effect of the
rate on the potential  for  prepayments;  complexity  of the issue's  structure,
including  the number of  tranches;  size of the issue and the number of dealers
who   make   a   market   in   the  IO  or  PO.   The   Portfolio   will   treat
non-government-issued  IOs  and POs not  backed  by  fixed  or  adjustable  rate
mortgages as illiquid unless and until the SEC modifies its position.

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

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

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

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

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

         The  Portfolio  will  realize a profit or loss from a closing  purchase
transaction  if the cost of the  transaction  is less or more  than the  premium
received from the writing of the option.  Because  increases in the market price
of a call option will  generally  reflect  increases  in the market price of the
underlying  security or currency,  any loss  resulting  from the repurchase of a
call  option is likely to be offset in whole or in part by  appreciation  of the
underlying security or currency owned by the Portfolio.

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

         Writing  Covered  Put  Options.  The  Portfolio  may write  American or
European  style  covered put options and  purchase  options to close out options
previously written by the Portfolio.

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

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

         Purchasing Put Options. The Portfolio may purchase American or European
style put options. As the holder of a put option, the Portfolio has the right to
sell the  underlying  security  or currency  at the  exercise  price at any time
during the option  period  (American  style) or at the  expiration of the option
(European  style).  The Portfolio may enter into closing sale  transactions with
respect to such options,  exercise them or permit them to expire.  The Portfolio
may purchase put options for defensive  purposes in order to protect  against an
anticipated decline in the value of its securities or currencies.  An example of
such use of put  options is  provided  in this  Statement  under  "Certain  Risk
Factors and Investment Methods."

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

         Purchasing  Call  Options.  The  Portfolio  may  purchase  American  or
European style call options.  As the holder of a call option,  the Portfolio has
the right to purchase the underlying  security or currency at the exercise price
at any time during the option period  (American  style) or at the  expiration of
the  option  (European  style).  The  Portfolio  may  enter  into  closing  sale
transactions  with  respect to such  options,  exercise  them or permit  them to
expire.  The  Portfolio  may purchase call options for the purpose of increasing
its current return or avoiding tax  consequences  which could reduce its current
return.  The  Portfolio  may also  purchase call options in order to acquire the
underlying  securities or currencies.  Examples of such uses of call options are
provided in this Statement under "Certain Risk Factors and Investment Methods."

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

         The  Portfolio  will not  commit  more than 5% of its  total  assets to
premiums when purchasing call or put options.

         Dealer   (Over-the-Counter)   Options.  The  Portfolio  may  engage  in
transactions  involving  dealer  options.  Certain  risks are specific to dealer
options.  While the Portfolio  would look to a clearing  corporation to exercise
exchange-traded  options,  if the Portfolio were to purchase a dealer option, it
would rely on the  dealer  from whom it  purchased  the option to perform if the
option were  exercised.  Failure by the dealer to do so would result in the loss
of the premium paid by the Portfolio as well as loss of the expected  benefit of
the  transaction.  For a discussion of dealer options,  see this Statement under
"Certain Risk Factors and Investment Methods."

         Futures Contracts.

                  Transactions in Futures.  The Portfolio may enter into futures
contracts,  including stock index, interest rate and currency futures ("futures"
or  "futures  contracts").   The  Portfolio  may  also  enter  into  futures  on
commodities  related to the types of companies in which it invests,  such as oil
and gold  futures.  Otherwise  the  nature of such  futures  and the  regulatory
limitations  and risks to which they are subject are the same as those described
below.

         Stock index futures contracts may be used to attempt to hedge a portion
of the  Portfolio,  as a cash  management  tool,  or as an efficient way for the
Sub-advisor  to  implement  either an increase or decrease in  portfolio  market
exposure in response to changing market  conditions.  The Portfolio may purchase
or sell futures  contracts  with respect to any stock  index.  Nevertheless,  to
hedge the Portfolio successfully,  the Portfolio must sell futures contacts with
respect  to  indices  or  subindices  whose  movements  will have a  significant
correlation with movements in the prices of the Portfolio's securities.

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

         The  Portfolio  will enter into futures  contracts  which are traded on
national or foreign futures exchanges,  and are standardized as to maturity date
and underlying financial instrument. Futures exchanges and trading in the United
States are  regulated  under the  Commodity  Exchange Act by the CFTC.  Although
techniques  other than the sale and purchase of futures  contracts could be used
for the  above-referenced  purposes,  futures  contracts  offer an effective and
relatively low cost means of implementing  the  Portfolio's  objectives in these
areas.

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

         The  Portfolio  may not purchase or sell  futures  contracts or related
options if, with respect to positions  which do not qualify as bona fide hedging
under  applicable CFTC rules,  the sum of the amounts of initial margin deposits
and premiums paid on those  positions  would exceed 5% of the net asset value of
the Portfolio after taking into account unrealized profits and unrealized losses
on any such contracts it has entered into; provided,  however,  that in the case
of an option that is  in-the-money  at the time of  purchase,  the  in-the-money
amount may be excluded in calculating  the 5%  limitation.  For purposes of this
policy  options on futures  contracts and foreign  currency  options traded on a
commodities  exchange will be considered  "related  options." This policy may be
modified by the Board of Trustees of the Trust  without a  shareholder  vote and
does not limit the percentage of the Portfolio's assets at risk to 5%.

         In instances involving the purchase of futures contracts or the writing
of call or put  options  thereon  by the  Portfolio,  an  amount  of cash,  U.S.
government securities or other liquid, high-grade debt obligations, equal to the
market  value of the futures  contracts  and options  thereon  (less any related
margin deposits),  will be identified by the Portfolio to cover the position, or
alternative  cover (such as owning an  offsetting  position)  will be  employed.
Assets used as cover or held in an identified  account  cannot be sold while the
position in the corresponding option or future is open, unless they are replaced
with  similar  assets.  As a result,  the  commitment  of a large  portion  of a
Portfolio's  assets  to cover or  identified  accounts  could  impede  portfolio
management  or the  Portfolio's  ability to meet  redemption  requests  or other
current obligations.

         Options on Futures  Contracts.  The  Portfolio  may  purchase  and sell
options on the same types of futures in which it may invest.  As an  alternative
to writing  or  purchasing  call and put  options on stock  index  futures,  the
Portfolio may write or purchase call and put options on financial indices.  Such
options  would be used in a manner  similar  to the use of  options  on  futures
contracts.  From  time to time,  a  single  order to  purchase  or sell  futures
contracts (or options  thereon) may be made on behalf of the Portfolio and other
mutual funds or portfolios of mutual funds  managed by the  Sub-advisor  or Rowe
Price-Fleming  International,  Inc.  Such  aggregated  orders would be allocated
among such portfolios in a fair and non-discriminatory manner.

         See this Statement and Trust's  Prospectus  under "Certain Risk Factors
and Investment Methods" for a description of certain risks in options and future
contracts.

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

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

         Foreign Securities. The Portfolio may invest in U.S. dollar-denominated
and non-U.S. dollar-denominated securities of foreign issuers. There are special
risks  in  foreign  investing.  Certain  of  these  risks  are  inherent  in any
international mutual fund while others relate more to the countries in which the
Portfolio will invest.  Many of the risks are more pronounced for investments in
developing  or emerging  countries,  such as many of the  countries of Southeast
Asia,  Latin  America,  Eastern  Europe and the Middle East.  For an  additional
discussion of certain  risks  involved in investing in foreign  securities,  see
this  Statement  and the Trust's  Prospectus  under  "Certain  Risk  Factors and
Investment Methods."

         Foreign  Currency  Transactions.  A forward foreign  currency  exchange
contract  involves an  obligation  to purchase or sell a specific  currency at a
future date, which may be any fixed number of days from the date of the contract
agreed upon by the parties,  at a price set at the time of the  contract.  These
contracts are  principally  traded in the interbank  market  conducted  directly
between currency traders (usually large,  commercial banks) and their customers.
A forward contract generally has no deposit requirement,  and no commissions are
charged at any stage for trades.

         The  Portfolio  may enter  into  forward  contracts  for a  variety  of
purposes in connection with the management of the foreign  securities portion of
its portfolio.  The Portfolio's use of such contracts would include,  but not be
limited to, the following.  First, when the Portfolio enters into a contract for
the purchase or sale of a security  denominated  in a foreign  currency,  it may
desire to "lock in" the U.S.  dollar  price of the  security.  Second,  when the
Sub-advisor  believes that one currency may  experience a  substantial  movement
against another currency, including the U.S. dollar, it may enter into a forward
contract to sell or buy the amount of the former foreign currency, approximating
the  value  of some or all of the  Portfolio's  securities  denominated  in such
foreign currency. Alternatively,  where appropriate, the Portfolio may hedge all
or part  of its  foreign  currency  exposure  through  the  use of a  basket  of
currencies  or a proxy  currency  where such  currency or  currencies  act as an
effective  proxy for other  currencies.  In such a case, the Portfolio may enter
into a forward  contract  where the amount of the  foreign  currency  to be sold
exceeds the value of the securities  denominated  in such  currency.  The use of
this basket hedging technique may be more efficient and economical than entering
into separate  forward  contracts for each currency held in the  Portfolio.  The
precise matching of the forward contract amounts and the value of the securities
involved  will  not  generally  be  possible  since  the  future  value  of such
securities  in  foreign  currencies  will  change  as a  consequence  of  market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures.  The projection of short-term  currency
market  movement is  extremely  difficult,  and the  successful  execution  of a
short-term  hedging strategy is highly  uncertain.  Under normal  circumstances,
consideration  of the prospect for currency  parities will be incorporated  into
the longer term investment decisions made with regard to overall diversification
strategies.  However,  Sub-advisor  believes  that it is  important  to have the
flexibility  to enter into such forward  contracts  when it determines  that the
best interests of the Portfolio will be served. The Portfolio will generally not
enter into a forward contract with a term of greater than one year.

         The  Portfolio  may enter into forward  contracts for any other purpose
consistent with the Portfolio's investment objective and policies.  However, the
Portfolio will not enter into a forward  contract,  or maintain  exposure to any
such  contract(s),  if the amount of foreign  currency  required to be delivered
thereunder  would exceed the  Portfolio's  holdings of liquid,  high-grade  debt
securities  and  currency  available  for cover of the forward  contract(s).  In
determining the amount to be delivered  under a contract,  the Portfolio may net
offsetting positions.

         At the  maturity  of a forward  contract,  the  Portfolio  may sell the
portfolio  security and make delivery of the foreign currency,  or it may retain
the  security  and either  extend  the  maturity  of the  forward  contract  (by
"rolling" that contract forward) or may initiate a new forward contract.

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

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

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

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

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

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

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

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

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

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

         Reverse  Repurchase  Agreements.  Although the Portfolio has no current
intention,  in  the  foreseeable  future,  of  engaging  in  reverse  repurchase
agreements,  the  Portfolio  reserves  the  right to do so.  Reverse  repurchase
agreements are ordinary repurchase agreements in which a Portfolio is the seller
of, rather than the investor in, securities, and agrees to repurchase them at an
agreed  upon  time and  price.  Use of a  reverse  repurchase  agreement  may be
preferable to a regular sale and later  repurchase of the securities  because it
avoids  certain  market  risks  and  transaction  costs.  A  reverse  repurchase
agreement may be viewed as a type of borrowing by the Portfolio.

     Warrants.  The Portfolio may acquire warrants.  For a discussion of certain
risks  involved  therein,  see this  Statement  under  "Certain  Risk Factor and
Investment Methods."

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

         Other  Lending/Borrowing.  Subject to  approval  by the SEC and certain
state  regulatory  agencies,  the  Portfolio  may make loans to, or borrow funds
from,  other  mutual  funds  sponsored  or  advised by the  Sub-advisor  or Rowe
Price-Fleming  International,  Inc. The  Portfolio  has no current  intention of
engaging in these practices at this time.

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

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations are applicable to the AST T. Rowe Price Natural Resources
Portfolio.  These  limitations  are not  "fundamental"  restrictions  and can be
changed by the Trustees without shareholder approval. The Portfolio will not:

1.   Purchase additional  securities when money borrowed exceeds 5% of its total
     assets;

2.   Invest in companies for the purpose of exercising management or control;

3.   Purchase  a futures  contract  or an option  thereon  if,  with  respect to
     positions in futures or options on futures which do not represent bona fide
     hedging,  the aggregate  initial  margin and premiums on such options would
     exceed 5% of the Portfolio's net asset value;

4.   Purchase  illiquid  securities  if, as a  result,  more than 15% of its net
     assets would be invested in such securities. Securities eligible for resale
     under  Rule 144A of the  Securities  Act of 1933 may be subject to this 15%
     limitation;

5.   Purchase securities of open-end or closed-end  investment  companies except
     in compliance with the 1940 Act.

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

7.   Mortgage,  pledge,  hypothecate  or, in any manner,  transfer  any security
     owned by the  Portfolio  as  security  for  indebtedness  except  as may be
     necessary in connection with permissible borrowings or investments and then
     such mortgaging,  pledging or  hypothecating  may not exceed 33 1/3% of the
     Portfolio's total assets at the time of borrowing or investment;

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

9.   Effect short sales of securities; or

10.  Invest in warrants if, as a result  thereof,  more than 10% of the value of
     the net assets of the Portfolio would be invested in warrants,  except that
     this  restriction  does not apply to  warrants  acquired as a result of the
     purchase of another security. For purposes of these percentage limitations,
     the warrants will be valued at the lower of cost or market.

AST Alliance Growth Portfolio:

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

Investment Policies:

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

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

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

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

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

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

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

Options and Futures:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AST MFS Growth Portfolio:

Investment  Objective:  The investment  objective of the Portfolio is to seek to
provide  long-term  growth of capital  and future  income  rather  than  current
income.

Investment Policies:

         Variable and Floating  Rate  Obligations.  The  Portfolio may invest in
floating or variable rate  securities.  Investments in variable or floating rate
securities  normally will involve industrial  development or revenue bonds which
provide  that  the  rate  of  interest  is set  as a  specific  percentage  of a
designated base rate, such as rates on Treasury Bonds or Bills or the prime rate
at a major  commercial  bank,  and that a bondholder  can demand  payment of the
obligations  on  behalf of the  Portfolio  on short  notice at par plus  accrued
interest,  which  amount may be more or less than the  amount of the  bondholder
paid for them. The maturity of floating or variable rate obligations  (including
participation  interests  therein)  is deemed to be the longer of (i) the notice
period  required  before the  Portfolio  is entitled  to receive  payment of the
obligation upon demand or (ii) the period remaining until the obligation's  next
interest rate  adjustment.  If not redeemed by the Portfolio  through the demand
feature,  the  obligations  mature on a  specified  date,  which may range up to
thirty years from the date of issuance.

         Equity  Securities.  The  Portfolio  may  invest in all types of equity
securities,  including  the  following:  common  stocks,  preferred  stocks  and
preference  stocks;  securities  such as  bonds,  warrants  or  rights  that are
convertible into stocks;  and depository  receipts for those  securities.  These
securities   may  be  listed  on   securities   exchanges,   traded  in  various
over-the-counter markets or have no organized market.

         Foreign Securities.  The Portfolio may invest in dollar-denominated and
non-dollar  denominated foreign  securities.  Investing in securities of foreign
issuers  generally  involves risks not ordinarily  associated  with investing in
securities  of  domestic  issuers.  For a  discussion  of the risks  involved in
foreign securities, see this Statement and the Trust's Prospectus under "Certain
Risk Factors and Investment Methods."

         Depository  Receipts.  The Portfolio may invest in American  Depository
Receipts  ("ADRs"),  Global  Depository  Receipts  ("GDRs")  and other  types of
depository receipts. ADRs are certificates by a U.S. depository (usually a bank)
and represent a specified quantity of shares of an underlying non-U.S.  stock on
deposit with a custodian bank as collateral.  GDRs and other types of depository
receipts are typically  issued by foreign banks or trust  companies and evidence
ownership of underlying securities issued by either a foreign or a U.S. company.
For the purposes of the Portfolio's policy to invest a certain percentage of its
assets in foreign securities, the investments of the Portfolio in ADRs, GDRs and
other  types  of  depository  receipts  are  deemed  to be  investments  in  the
underlying securities.

         ADRs may be sponsored or  unsponsored.  A sponsored  ADR is issued by a
depository which has an exclusive relationship with the issuer of the underlying
security.  An unsponsored ADR may be issued by any number of U.S.  depositories.
Under the terms of most sponsored arrangements, depositories agree to distribute
notices  of  shareholder  meetings  and  voting  instructions,  and  to  provide
shareholder  communications  and other  information  to the ADR  holders  at the
request  of the  issuer  of  the  deposited  securities.  The  depository  of an
unsponsored  ADR,  on the  other  hand,  is under no  obligation  to  distribute
shareholder  communications received from the issuer of the deposited securities
or to pass  through  voting  rights to ADR  holders in respect of the  deposited
securities.  The Portfolio  may invest in either type of ADR.  Although the U.S.
investor  holds a  substitute  receipt of  ownership  rather than  direct  stock
certificates,  the use of the depository receipts in the United Sates can reduce
costs and delays as well as potential currency exchange and other  difficulties.
The  Portfolio may purchase  securities in local markets and direct  delivery of
these  shares  to the  local  depositary  of an ADR  agent  bank in the  foreign
country.  Simultaneously,  the ADR agents create a certificate  which settles at
the Portfolio's custodian in five days. The Portfolio may also execute trades on
the  U.S.  markets  using  existing  ADRs.  A  foreign  issuer  of the  security
underlying an ADR is generally not subject to the same reporting requirements in
the United States as a domestic issuer. Accordingly,  information available to a
U.S.  investor will be limited to the information the foreign issuer is required
to  disclose  in its  country  and the  market  value of an ADR may not  reflect
undisclosed  material  information  concerning  the  issuer  of  the  underlying
security.  ADRs may also be subject  to  exchange  rate risks if the  underlying
foreign securities are denominated in a foreign currency.

     Emerging  Markets.  The Portfolio  may invest in securities of  government,
government-related,  supranational  and  corporate  issuers  located in emerging
markets. Such investments entail significant risks as described below.

         Company  Debt.  Governments  of many  emerging  market  countries  have
exercised and continue to exercise  substantial  influence  over many aspects of
the private sector through the ownership or control of many companies, including
some of the largest in any given country. As a result, government actions in the
future  could have a  significant  effect on  economic  conditions  in  emerging
markets,  which in turn, may adversely  affect  companies in the private sector,
general market  conditions and prices and yields of certain of the securities in
the    Portfolio's    portfolio.    Expropriation,     confiscatory    taxation,
nationalization,  political,  economic or social  instability  or other  similar
developments  have  occurred  frequently  over the  history of certain  emerging
markets  and  could  adversely  affect  the  Portfolio's   assets  should  these
conditions recur.

         Foreign  currencies.  Some emerging  market  countries may have managed
currencies,  which are not free floating against the U.S.  dollar.  In addition,
there is risk that  certain  emerging  market  countries  may  restrict the free
conversion of their currencies into other currencies.  Further, certain emerging
market currencies may not be internationally traded. Certain of these currencies
have  experienced  a  steep  devaluation   relative  to  the  U.S.  dollar.  Any
devaluations in the currencies in which a Portfolio's  portfolio  securities are
denominated may have a detrimental impact on the Portfolio's net asset value.

         Inflation.  Many emerging markets have experienced substantial,  and in
some periods  extremely high,  rates of inflation for many years.  Inflation and
rapid  fluctuations in inflation rates have had and may continue to have adverse
effects on the  economies  and  securities  markets of certain  emerging  market
countries. In an attempt to control inflation, wage and price controls have been
imposed in certain  countries.  Of these countries,  some, in recent years, have
begun to control inflation through prudent economic policies.

         Liquidity; Trading Volume; Regulatory Oversight. The securities markets
of emerging market countries are  substantially  smaller,  less developed,  less
liquid  and  more  volatile  than  the  major  securities  markets  in the  U.S.
Disclosure  and  regulatory  standards are in many respects less  stringent than
U.S.  standards.  Furthermore  ,  there  is a  lower  level  of  monitoring  and
regulation of the markets and the activities of investors in such markets.

         The limited size of many emerging market securities markets and limited
trading volume in the securities of emerging  market issuers  compared to volume
of trading in the  securities  of U.S.  issuers could cause prices to be erratic
for reasons apart from factors that affect the soundness and  competitiveness of
the securities issuers. For example,  limited market size may cause prices to be
unduly influenced by traders who control large positions.  Adverse publicity and
investors'  perceptions,  whether or not based on in-depth fundamental analysis,
may decrease the value and liquidity of portfolio securities.

         The risk also exists that an  emergency  situation  may arise in one or
more emerging  markets,  as a result of which trading of securities may cease or
may be substantially curtailed and prices for the Portfolio's securities in such
markets may not be readily  available.  The Portfolio may suspend  redemption of
its shares for any period during which an emergency exists, as determined by the
SEC. If market prices are not readily available,  the Portfolio's  securities in
the affected markets will be valued at fair value determined in good faith by or
under the direction of the Board of Trustees.

         Withholding.  Income from  securities  held by the  Portfolio  could be
reduced  by a  withholding  tax on the  source  or other  taxes  imposed  by the
emerging  market  countries in which the Portfolio  makes its  investments.  The
Portfolio's  net asset  value may also be  affected  by  changes in the rates or
methods of  taxation  applicable  to the  Portfolio  or to entities in which the
Portfolio has invested.  The Sub-advisor  will consider the cost of any taxes in
determining  whether to acquire any particular  investments,  but can provide no
assurance that the taxes will not be subject to change.

         Forward  Contracts.  The  Portfolio  may enter into  contracts  for the
purchase or sale of a specific  currency at a future date at a price at the time
the contract is entered into (a "Forward Contract"), for hedging purposes (e.g.,
to protect its current or intended  investments  from  fluctuations  in currency
exchange rates) as well as for non-hedging purposes.

         The  Portfolio  does not  presently  intend to hold  Forward  Contracts
entered  into until  maturity,  at which time it would be required to deliver or
accept delivery of the underlying  currency,  but will seek in most instances to
close out positions in such Contracts by entering into offsetting  transactions,
which will serve to fix the  Portfolio's  profit or loss based upon the value of
the Contracts at the time the offsetting transactions is executed.

         The Portfolio will also enter into  transactions  in Forward  Contracts
for other than hedging  purposes,  which presents  greater profit  potential but
also involves  increased  risk. For example,  the Portfolio may purchase a given
foreign  currency  through  a  Forward  Contract  if,  in the  judgement  of the
Sub-advisor, the value of such currency is expected to rise relative to the U.S.
dollar.  Conversely,  the  Portfolio  may sell the  currency  through  a Forward
Contract if the Sub-advisor believes that its value will decline relative to the
dollar.

         For an additional  discussion of Forward  Contracts see this  Statement
and the Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         Futures  Contracts.   The  Portfolio  may  purchase  and  sell  futures
contracts ("Future  Contracts") on stock indices,  foreign currencies,  interest
rates or interest-rate  related  instruments,  indices of foreign  currencies or
commodities.  The  Portfolio  also may purchase  and sell  Futures  Contracts on
foreign or  domestic  fixed  income  securities  or  indices of such  securities
including  municipal  bond indices and any other  indices of foreign or domestic
fixed income  securities that may become available for trading.  Such investment
strategies  will be used for  hedging  purposes  and for  non-hedging  purposes,
subject to applicable law.

         Futures  Contracts  differ  from  options  in that  they are  bilateral
agreements, with both the purchaser and the seller equally obligated to complete
the  transaction.  Futures  Contracts call for settlement only on the expiration
date and cannot be exercised at any other time during their term.

         Purchases or sales of stock index futures contracts are used to attempt
to protect the  Portfolio's  current or intended  stock  investments  from broad
fluctuations  in stock prices.  For example,  the Portfolio may sell stock index
futures  contracts in  anticipations  of or during market  decline to attempt to
offset the decrease in market value of the Portfolio's securities portfolio that
might otherwise result.  If such decline occurs,  the loss in value of portfolio
securities may be offset, in whole or in part, by gains on the futures position.
When  the  Portfolio  is  not  fully  invested  in  the  securities  market  and
anticipates a significant market advance, it may purchase stock index futures in
order to gain  rapid  market  exposure  that may,  in part or  entirely,  offset
increases in the cost of securities that the Portfolio  intends to purchase.  As
such  purchases  are made,  the  corresponding  positions in stock index futures
contracts will be closed out. In a substantial  majority of these  transactions,
the Portfolio  will purchase such  securities  upon  termination  of the futures
position,  but under unusual market  conditions,  a long futures position may be
terminated without a related purchase of securities.

         The Portfolio may purchase and sell foreign currency futures  contracts
for hedging purposes,  to attempt to protect its current or intended investments
from fluctuations in currency exchange rates. Such fluctuations could reduce the
dollar value of  portfolio  securities  denominated  in foreign  currencies,  or
increase  the dollar cost of  foreign-denominated  securities,  or increase  the
dollar cost of foreign-denominated  securities to be acquired, even if the value
of such  securities  in the  currencies  in which they are  denominated  remains
constant.  The Portfolio may sell futures contracts on a foreign  currency,  for
example,  where  it  holds  securities  denominated  in  such  currency  and  it
anticipates a decline in the value of such currency  relative to the dollar.  In
the event such decline  occurs,  the  resulting  adverse  effect on the value of
foreign-denominated  securities may be offset,  in whole or in part, by gains on
the futures contracts.

         Conversely,  the Portfolio  could protect  against a rise in the dollar
cost of  foreign-denominated  securities  to be acquired by  purchasing  futures
contracts on the relevant security, which could offset, in whole or in part, the
increased cost of such securities resulting from the rise in the dollar value of
the underlying currencies. Where the Portfolio purchases futures contracts under
such circumstances, however, and the prices of securities to be acquired instead
decline,  the Portfolio will sustain losses on its futures  position which could
reduce or eliminate the benefits of the reduced cost of portfolio  securities to
be acquired.

         For further information on Futures Contracts,  see this Statement under
"Certain Risk Factors and Investment Methods."

         Investment in Other Investment  Companies.  The Portfolio may invest in
other investment  companies,  including both open-end and closed-end  companies.
Investments  in  closed-end  investment  companies  may  involve  the payment of
substantial  premiums above the value of such  investment  companies'  portfolio
securities.

     Options. The Portfolio may invest in the following types of options,  which
involves the risks described below under the caption "Risk Factors."

         Options on Foreign  Currencies.  The  Portfolio  may purchase and write
options on foreign  currencies for hedging and non-hedging  purposes in a manner
similar to that in which  Futures  Contracts on foreign  currencies,  or Forward
Contracts,  will be utilized. For example, where a rise in the dollar value of a
currency  in which  securities  to be acquired  are  denominated  is  projected,
thereby increasing the cost of such securities,  the Portfolio may purchase call
options thereon.  The purchase of such options could offset, at least partially,
the effect of the adverse movements in exchange rates.

         Similarly,  instead of  purchasing  a call  option to hedge  against an
anticipated  increase  in the dollar  cost of  securities  to be  acquired,  the
Portfolio could write a put option on the relevant currency which, if rates move
in the manner  projected,  will expire  unexercised  and allow the  Portfolio to
hedge such  increased  cost up to the amount of the  premium.  Foreign  currency
options  written by the Portfolio  will generally be covered in a manner similar
to the covering of other types of options.

         Options of Futures Contracts. The Portfolio may also purchase and write
options  to buy or sell  those  Futures  Contracts  in  which it may  invest  as
described above under "Futures  Contracts."  Such investment  strategies will be
used for hedging  purposes and for non-hedging  purposes,  subject to applicable
law.

         Options on Futures  Contracts  that are  written  or  purchased  by the
Portfolio  on U.S.  Exchanges  are  traded  on the same  contract  market as the
underlying  Futures Contract,  and, like Futures  Contracts,  are subject to the
regulation  by  the  CFTC  and  the   performance   guarantee  of  the  exchange
clearinghouse.  In  addition,  Options  on  Futures  Contracts  may be traded on
foreign  exchanges.  The  Portfolio  may cover the  writing  of call  Options on
Futures Contracts (a) through purchases of the underlying Futures Contract,  (b)
through  ownership  of the  instrument,  or  instruments  included in the index,
underlying  the  Futures  Contract,  or (c) through the holding of a call on the
same Futures Contract and in the same principal amount as the call written where
the  exercise  price of the call held (i) is equal to or less than the  exercise
price of the call written or (ii) is greater than the exercise price of the call
written if the  Portfolio  owns  liquid  and  unencumbered  assets  equal to the
difference.  The  Portfolio  may cover the  writing  of put  Options  on Futures
Contracts (a) through sales of the underlying Futures Contract,  (b) through the
ownership of liquid and  unencumbered  assets equal to the value of the security
or index underlying the Futures Contract, or (c) through the holding of a put on
the same Futures  Contract and in the same  principal  amount as the put written
where the  exercise  price of the put held (i) is equal to or  greater  than the
exercise  price of the put written or where the  exercise  price of the put held
(ii) is less than the exercise  price of the put written if the  Portfolio  owns
liquid and unencumbered assets equal to the difference.  Put and call Options on
Futures  Contracts  may  also be  covered  in  such  other  manner  as may be in
accordance  with the rules of the  exchange  on which the  option is traded  and
applicable laws and regulations. Upon the exercise of a call Option on a Futures
Contract  written by the  Portfolio,  the Portfolio will be required to sell the
underlying  Futures  Contract which, if the Portfolio has covered its obligation
through  the  purchase of such  Contract,  will serve to  liquidate  its futures
position.  Similarly,  where a put Option on a Futures  Contract  written by the
Portfolio  is  exercised,  the  Portfolio  will  be  required  to  purchase  the
underlying  Futures  Contract which, if the Portfolio has covered its obligation
through the sale of such Contract, will close out its futures position.

         Depending on the degree of correlation  between changes in the value of
its portfolio  securities and the changes in the value of its futures positions,
the Portfolio's  losses from existing  Options on Futures  Contracts may to some
extent be reduced or increased by changes in the value of portfolio securities.

     Options on Securities.  The Portfolio may write (sell) covered put and call
options, and purchase put and call options, on securities.

         A call option  written by the  Portfolio is "covered" if the  Portfolio
owns the security  underlying the call or has an absolute and immediate right to
acquire that security without  additional cash  consideration (or for additional
cash consideration if the Portfolio owns liquid and unencumbered assets equal to
the  amount  of  cash  consideration)  upon  conversion  or  exchange  of  other
securities held in its portfolio. A call option is also covered if the Portfolio
holds a call on the same security and in the same  principal  amount as the call
written  where the exercise  price of the call held (a) is equal to or less than
the exercise price of the call written or (b) is greater than the exercise price
of the call written if the Portfolio owns liquid and  unencumbered  assets equal
to the difference. If the portfolio writes a put option it must segregate liquid
and unencumbered  assets with a value equal to the exercise price, or else holds
a put on the same security and in the same  principal  amount as the put written
where  the  exercise  price  of the put held is  equal  to or  greater  than the
exercise price of the put written or where the exercise price of the put held is
less than the exercise price of the put written if the Portfolio owns liquid and
unencumbered assets equal to the difference. Put and call options written by the
Portfolio may also be covered in such other manner as may be in accordance  with
the requirements of the exchange on which, or the  counterparty  with which, the
option is traded, and applicable laws and regulations.

         Effecting a closing  transaction  in the case of a written  call option
will  permit  the  Portfolio  to write  another  call  option on the  underlying
security with either a different  exercise price or expiration  date or both, or
in the case of a written put option will permit the  Portfolio to write  another
put option to the extent that the Portfolio owns liquid and unencumbered assets.
Such transactions  permit the Portfolio to generate  additional  premium income,
which will  partially  offset  declines in the value of portfolio  securities or
increases in the cost of  securities to be acquired.  Also,  effecting a closing
transaction  will permit the cash or proceeds  from the  concurrent  sale of any
securities  subject  to the  option  to be used  for  other  investments  of the
Portfolio,  provided that another option on such security is not written. If the
Portfolio  desires to sell a particular  security from its portfolio on which it
has written a call option,  it will effect a closing  transaction  in connection
with the option prior to or concurrent with the sale of the security.

         The  Portfolio  may write  options  in  connection  with  buy-and-write
transactions;  that is, the  Portfolio  may purchase a security and then write a
call option  against that  security.  The exercise  price of the call option the
Portfolio  determines to write will depend upon the expected  price  movement of
the  underlying  security.  The  exercise  price of a call  option  may be below
("in-the-money"),  equal to ("at-the-money") or above  ("out-of-the-money")  the
current  value of the  underlying  security  at the time the option is  written.
Buy-and-write  transactions  using in-the-money call options may be used when it
is expected that the price of the  underlying  security will decline  moderately
during the option period. Buy-and-write transactions using out-of-the-money call
options may be used when it is expected that the premiums  received from writing
the call  option plus the  appreciation  in the market  price of the  underlying
security up to the exercise price will be greater than the  appreciation  in the
price of the  underlying  security  alone.  If the call options are exercised in
such transactions,  the Portfolio's maximum gain will be the premium received by
it for writing the  option,  adjusted  upwards or  downwards  by the  difference
between the  Portfolio's  purchase price of the security and the exercise price,
less related  transaction  costs. If the options are not exercised and the price
of the underlying  security declines,  the amount of such decline will be offset
in part, or entirely, by the premium received.

         The writing of covered  put options is similar in terms of  risk/return
characteristics  to  buy-and-write  transactions.  If the  market  price  or the
underlying  security  rises or otherwise is above the  exercise  price,  the put
option will expire  worthless  and the  Portfolio's  gain will be limited to the
premium  received,  less related  transaction  costs. If the market price of the
underlying  security  declines or  otherwise is below the  exercise  price,  the
Portfolio  may elect to close the  position  or retain  the  option  until it is
exercised,  at which time the Portfolio will be required to take delivery of the
security  at the  exercise  price;  the  Portfolio's  return will be the premium
received  from the put option  minus the amount by which the market price of the
security  is  below  the  exercise   price,   which  could  result  in  a  loss.
Out-of-the-money,  at-the-money  and in-the-money put options may be used by the
Portfolio  in the  same  market  environments  that  call  options  are  used in
equivalent buy-and-write transactions.

         The  Portfolio may also write  combinations  of put and call options on
the same  security,  known as  "straddles"  with the  same  exercise  price  and
expiration date. By writing a straddle,  the Portfolio undertakes a simultaneous
obligation  to sell and purchase the same  security in the event that one of the
options  is  exercised.   If  the  price  of  the  security  subsequently  rises
sufficiently  above the  exercise  price to cover the amount of the  premium and
transaction  costs,  the call will likely be exercised and the Portfolio will be
required to sell the underlying  security at a below market price. This loss may
be offset, however, in whole or in part, by the premiums received on the writing
of the two  options.  Conversely,  if the price of the  security  declines  by a
sufficient  amount,  the put will likely be exercised.  The writing of straddles
will  likely be  effective,  therefore,  only  where  the price of the  security
remains stable and neither the call nor the put is exercised. In those instances
where one of the options is  exercised,  the loss on the purchase or sale of the
underlying security may exceed the amount of the premiums received.

         The  writing of options on  securities  will not be  undertaken  by the
Portfolio solely for hedging purposes, and could involve certain risks which are
not present in the case of hedging  transactions.  Moreover,  even where options
are written for hedging purposes,  such  transactions  constitute only a partial
hedge against declines in the value of portfolio securities or against increases
in the value of securities to be acquired,  up to the amount of the premium. The
Portfolio  may also  purchase  options for hedging  purposes or to increase  its
return.

         The  Portfolio  may also  purchase  call  options  to hedge  against an
increase in the price of securities that the Portfolio anticipates purchasing in
the future.  If such increase occurs,  the call option will permit the Portfolio
to purchase the securities at the exercise price, or to close out the options at
a profit.

         Options on Stock  Indices.  The Portfolio may write (sell) covered call
and put  options  and  purchase  call  and put  options  on stock  indices.  The
Portfolio may cover  written call options on stock indices by owning  securities
whose price  changes,  in the  opinion of the  Sub-advisor,  are  expected to be
similar to those of the underlying index, or by having an absolute and immediate
right to acquire such securities  without  additional cash consideration (or for
additional  cash  consideration  if the Portfolio  owns liquid and  unencumbered
assets equal to the amount of cash consideration) upon conversion or exchange of
other securities in its portfolio.  The Portfolio may also cover call options on
stock  indices  by  holding a call on the same  index and in the same  principal
amount  as the call  written  where the  exercise  price of the call held (a) is
equal to or less than the  exercise  price of the call written or (b) is greater
than the  exercise  price of the call  written if the  Portfolio  own liquid and
unencumbered assets equal to the difference. If the Portfolio writes put options
on stock indices,  it must segregate liquid and unencumbered assets with a value
equal to the  exercise  price,  or hold a put on the same stock index and in the
same  principal  amount as the put written  where the exercise  price of the put
held (a) is equal to or greater  than the  exercise  price of the put written or
(b) is less than the  exercise  price of the put written if the  Portfolio  owns
liquid and unencumbered assets equal to the difference.  Put and call options on
stock  indices may also be covered in such other manner as may be in  accordance
with the rules of the exchange on which,  or the  counterparty  with which,  the
option is traded and applicable laws and regulations.

         The  purchase  of call  options  on  stock  indices  may be used by the
Portfolio to attempt to reduce the risk of missing a broad market advance, or an
advance in an industry or market  segment,  at a time when the  Portfolio  holds
uninvested  cash  or  short-term  debt  securities  awaiting  investment.   When
purchasing call options for this purpose,  the Portfolio will also bear the risk
of losing  all or a portion of the  premium  paid it the value of the index does
not rise.  The purchase of call options on stock  indices when the  Portfolio is
substantially  fully  invested  is a form of  leverage,  up to the amount of the
premium  and  related  transaction  costs,  and  involves  risks  of loss and of
increased volatility similar to those involved in purchasing calls on securities
the Portfolio owns.

         The index underlying a stock index option may be a "broad-based" index,
such as the Standard & Poor's 500 Index or the New York Stock Exchange Composite
Index,  the changes in value of which  ordinarily will reflect  movements in the
stock market in general.  In contrast,  certain options may be based on narrower
market  indices,  such as the  Standard  & Poor's  100  Index,  or on indices of
securities  of  particular  industry  groups,  such as  those  of oil and gas or
technology  companies.  A stock  index  assigns  relative  values to the  stocks
included in the index and the index fluctuates with changes in the market values
of the stocks so included. The composition of the index is changed periodically.

         For an  additional  discussion  of options,  see this  Statement  under
"Certain Risk Factors and Investment Methods."

         Special Risk Factors.

Risk of  Imperfect  Correlation  of  Hedging  Instruments  with the  Portfolio's
Portfolio.  The use of  derivatives  for  "cross  hedging"  purposes  (such as a
transaction  in a  Forward  Contract  on one  currency  to hedge  exposure  to a
different  currency) may involve greater  correlation risks.  Consequently,  the
Portfolio bears the risk that the price of the portfolio securities being hedged
will  not  move in the same  amount  or  direction  as the  underlying  index or
obligation.

         It should be noted that stock index futures  contracts or options based
upon a narrower  index of  securities,  such as those of a  particular  industry
group,  may present greater risk than options or futures based on a broad market
index.  This is due to the fact that a  narrower  index is more  susceptible  to
rapid and  extreme  fluctuations  as a result of changes in the value of a small
number of securities. Nevertheless, where the Portfolio enters into transactions
in options or futures on narrowly-based indices for hedging purposes,  movements
in the value of the index should, if the hedge is successful,  correlate closely
with the portion of the Portfolio's portfolio or the intended acquisitions being
hedged.

         The trading of derivatives for hedging  purposes entails the additional
risk of imperfect  correlation  between movements in the price of the derivative
and the price of the underlying  index or  obligation.  The  anticipated  spread
between the prices may be distorted  due to the  difference in the nature of the
markets  such as  differences  in margin  requirements,  the  liquidity  of such
markets and the participation of speculators in the derivatives markets. In this
regard,  trading by  speculators  in  derivatives  has in the past  occasionally
resulted in market distortions, which may be difficult or impossible to predict,
particularly near the expiration of such instruments.

         The trading of Options on Futures  Contracts also entails the risk that
changes  in the  value of the  underlying  Futures  Contracts  will not be fully
reflected  in the  value  of the  option.  The  risk of  imperfect  correlation,
however,  generally  tends  to  diminish  as the  maturity  date of the  Futures
Contract or expiration date of the option approaches.

         Further,  with  respect  to  options  on  securities,  options on stock
indices,  options on currencies and Options on Futures Contracts,  the Portfolio
is subject to the risk of market  movements  between the time that the option is
exercised and the time of performance thereunder. This could increase the extent
of any loss suffered by the Portfolio in connection with such transactions.

         In  writing  a covered  call  option on a  security,  index or  futures
contract,  the  Portfolio  also incurs the risk that changes in the value of the
instruments  used to cover the position will not correlate  closely with changes
in the value of the option or underlying index or instrument. For example, where
the Portfolio covers a call option written on a stock index through  segregation
of securities,  such securities may not match the composition of the index,  and
the  Portfolio may not be fully  covered.  As a result,  the Portfolio  could be
subject to risk of loss in the event of adverse market movements.

         Risks of Non-Hedging Transactions. The Portfolio may enter transactions
in derivatives for non-hedging purposes as well as hedging purposes. Non-hedging
transactions in such instruments  involve greater risks and may result in losses
which may not be offset by  increases in the value of  portfolio  securities  or
declines in the cost of securities to be acquired.  Nevertheless,  the method of
covering an option  employed by the  Portfolio  may not fully protect it against
risk of loss and, in any event,  the Portfolio could suffer losses on the option
position  which  might not be  offset  by  corresponding  portfolio  gains.  The
Portfolio  may also  enter  into  futures,  Forward  Contracts  for  non-hedging
purposes.  For example,  the Portfolio  may enter into such a transaction  as an
alternative  to  purchasing  or selling the  underlying  instrument or to obtain
desired exposure to an index or market. In such instances, the Portfolio will be
exposed to the same  economic  risks  incurred  in  purchasing  or  selling  the
underlying instrument or instruments.  However, transactions in futures, Forward
Contracts may be leveraged,  which could expose the Portfolio to greater risk of
loss than such purchases or sales. Entering into transactions in derivatives for
other  than  hedging  purposes,   therefore,   could  expose  the  Portfolio  to
significant  risk of loss if the  prices,  rates  or  values  of the  underlying
instruments  or  indices  do  not  move  in  the  direction  or  to  the  extent
anticipated.

         With respect to the writing of straddles on  securities,  the Portfolio
incurs  the risk  that the  price of the  underlying  security  will not  remain
stable, that one of the options written will be exercised and that the resulting
loss  will  not  be  offset  by  the  amount  of  the  premiums  received.  Such
transactions, therefore, create an opportunity for increased return by providing
the Portfolio with two simultaneous  premiums on the same security,  but involve
additional  risk,  since the Portfolio may have an option  exercised  against it
regardless of whether the price of the security increases or decreases.

         Risk of a  Potential  Lack  of a  Liquid  Secondary  Market.  Prior  to
exercise or expiration,  a futures or option  position can only be terminated by
entering into a closing purchase or sale transaction.  In that event, it may not
be possible to close out a position  held by the  Portfolio,  and the  Portfolio
could be required to purchase or sell the instrument  underlying an option, make
or receive a cash  settlement  or meet ongoing  variation  margin  requirements.
Under such  circumstances,  if the Portfolio has insufficient  cash available to
meet margin requirements, it will be necessary to liquidate portfolio securities
or other assets at a time when it is  disadvantageous to do so. The inability to
close out options and futures positions, therefore, could have an adverse impact
on the Portfolio's ability effectively to hedge its portfolio,  and could result
in trading losses.

         The trading of Futures  Contracts  and  options is also  subject to the
risk  of  trading  halts,  suspensions,   exchange  or  clearinghouse  equipment
failures,   government   intervention,   insolvency  of  a  brokerage   firm  or
clearinghouse or other  disruptions of normal trading  activity,  which could at
times make it difficult or  impossible  to  liquidate  existing  positions or to
recover excess variation margin payments.

         Potential  Bankruptcy of a Clearinghouse or Broker.  When the Portfolio
enters into transactions in exchange-traded futures or options, it is exposed to
the risk of the potential  bankruptcy of the relevant exchange  clearinghouse or
the broker  through which the Portfolio  has effected the  transaction.  In that
event,  the Portfolio might not be able to recover amounts  deposited as margin,
or amounts owed to the Portfolio in  connection  with its  transactions,  for an
indefinite  period of time, and could sustain losses of a portion or all of such
amounts.  Moreover,  the  performance  guarantee  of an  exchange  clearinghouse
generally  extends only to its members and the Portfolio  could sustain  losses,
notwithstanding such guarantee, in the event of the bankruptcy of its broker.

         Trading and Position Limits. The exchanges on which futures and options
are traded may impose  limitations  governing the maximum number of positions on
the same side of the market and involving the same underlying  instrument  which
may be held by a single investor, whether acting alone or in concert with others
(regardless  of  whether  such  contracts  are  held on the  same  or  different
exchanges  or held or written  in one or more  accounts  or through  one or more
brokers.)  Further,  the CFTC and the various  contract markets have established
limits referred to as "speculative  position  limits" on the maximum net long or
net short position which any person may hold or control in a particular  futures
or option contract.  An exchange may order the liquidation of positions found to
be  in  violation  of  these  limits  and  it  may  impose  other  sanctions  or
restrictions.  The Sub-advisor  does not believe that these trading and position
limits will have any adverse impact on the strategies for hedging the portfolios
of the Portfolio.

         Risks of Options on Futures Contracts. The amount of risk the Portfolio
assumes when it  purchases  an Option on a Futures  Contract is the premium paid
for the  option,  plus  related  transaction  costs.  In order to profit from an
option  purchased,  however,  it may be  necessary to exercise the option and to
liquidate  the  underlying  Futures  Contract,  subject  to  the  risks  of  the
availability of a liquid offset market described herein. The writer of an Option
on a Futures  Contract  is subject to the risks of  commodity  futures  trading,
including the requirement of initial and variation margin  payments,  as well as
the additional  risk that movements in the price of the option may not correlate
with  movements  in the price of the  underlying  security,  index,  currency or
Futures Contract.

         Risks  of  Transactions  in  Foreign  Currencies  and  Over-the-Counter
Derivatives and Other Transactions Not Conducted on U.S. Exchanges. Transactions
in Forward  Contracts on foreign  currencies,  as well as futures and options on
foreign currencies and transactions  executed on foreign exchanges,  are subject
to all of  the  correlation,  liquidity  and  other  risks  outlined  above.  In
addition,  however,  such  transactions  are subject to the risk of governmental
actions  affecting  trading  in or the  prices  of  currencies  underlying  such
contracts,   which  could  restrict  or  eliminate  trading  and  could  have  a
substantial  adverse  effect on the value of  positions  held by the  Portfolio.
Further,  the value of such positions could be adversely affected by a number of
other complex political and economic factors applicable to the countries issuing
the underlying currencies.

         Further, unlike trading in most other types of instruments, there is no
systematic  reporting  of last sale  information  with  respect  to the  foreign
currencies  underlying contracts thereon. As a result, the available information
on which trading  systems will be based may not be as complete as the comparable
data on which the Portfolio makes investment and trading decisions in connection
with other  transactions.  Moreover,  because the foreign  currency  market is a
global,  24-hour  market,  events  could occur in that market  which will not be
reflected in the forward,  futures or options  market until the  following  day,
thereby  making it more difficult for the Portfolio to respond to such events in
a timely manner.

         Settlements  of  exercises  of  over-the-counter  Forward  Contracts or
foreign  currency  options  generally must occur within the country  issuing the
underlying  currency,  which in turn requires traders to accept or make delivery
of such  currencies  in  conformity  with any U.S. or foreign  restrictions  and
regulations  regarding the maintenance of foreign banking  relationships,  fees,
taxes or other charges.

         Unlike transactions  entered into by the Portfolio in Futures Contracts
and  exchange-traded   options,   on  foreign  currencies,   Forward  Contracts,
over-the-counter  options  on  securities,   swaps  and  other  over-the-counter
derivatives  are not traded on contract  markets  regulated by the CFTC or (with
the  exception of certain  foreign  currency  options) the SEC. To the contrary,
such   instruments  are  traded  through   financial   institutions   acting  as
market-makers,  although  foreign  currency  options  are also traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs,  this entire  amount  could be lost.  Moreover,  the option  writer and a
trader of Forward Contracts could lose amounts  substantially in excess of their
initial investments,  due to the margin and collateral  requirements  associated
with such positions.

         In  addition,  over-the-counter  transactions  can only be entered into
with a financial institution willing to take the opposite side, as principal, of
the Portfolio's  position  unless the institution  acts as broker and is able to
find  another  counterparty  willing  to  enter  into the  transaction  with the
Portfolio.  Where no such counterparty is available,  it will not be possible to
enter into a desired transaction.

         Further, over-the-counter transactions are not subject to the guarantee
of an exchange clearinghouse, and the Portfolio will therefore be subject to the
risk of default by, or the bankruptcy of, the financial  institution  serving as
its  counterparty.  One  or  more  of  such  institutions  also  may  decide  to
discontinue  their role as market-makers  in a particular  currency or security,
thereby  restricting  the  Portfolio's  ability  to enter into  desired  hedging
transactions.

         Options on  securities,  options on stock indices,  Futures  Contracts,
Options on Futures Contracts and options on foreign  currencies may be traded on
exchanges located in foreign  countries.  Such transactions may not be conducted
in the same manner as those entered into on U.S.  exchanges,  and may be subject
to different margin, exercise, settlement or expiration procedures. As a result,
many of the risks of over-the-counter  trading may be present in connection with
such transactions.

         Options on foreign currencies traded on national  securities  exchanges
are within the jurisdiction of the SEC, as are other  securities  traded on such
exchanges. As a result, many of the protections provided to traders on organized
exchanges  will be available with respect to such  transactions.  In particular,
all foreign  currency  option  positions  entered into on a national  securities
exchange are cleared and  guaranteed by the Options  Clearing  Corporation  (the
"OCC"), thereby reducing the risk of counterparty default.

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

     Short  Term  Instruments.  The  Portfolio  may hold cash and invest in cash
equivalents, such as short-term U.S. Government Securities, commercial paper and
bank instruments.

         Temporary  Defensive  Positions.   During  periods  of  unusual  market
conditions when the Sub-advisor  believes that investing for temporary defensive
purposes is appropriate,  or in order to meet anticipated redemption requests, a
large  portion or all of the assets of the  Portfolio  may be  invested  in cash
(including foreign currency) or cash equivalents, including, but not limited to,
obligations of banks (including  certificates of deposit,  bankers  acceptances,
time deposits and repurchase  agreements),  commercial paper,  short-term notes,
U.S. Government securities and related repurchase agreements.

         "When-Issued"  Securities.  The Portfolio may purchase  securities on a
"when-issued," "forward commitment," or "delayed delivery basis." The commitment
to purchase a security  for which  payment  will be made on a future date may be
deemed a separate security.  While awaiting delivery of securities  purchased on
such basis, the Portfolio will identify liquid and unencumbered  assets equal to
its forward delivery commitment.

         For more  information  about  when-issued  securities,  please see this
Statement under "Certain Risk Factors and Investment Methods."

AST Alger Growth Portfolio:

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

Investment Policies:

         Cash Position. In order to afford the Portfolio the flexibility to take
advantage of new opportunities for investments in accordance with its investment
objective or to meet redemptions, it may, under normal circumstances, hold up to
15% of its total assets in money market instruments  including,  but not limited
to,  certificates of deposit,  time deposits and bankers'  acceptances issued by
domestic bank and thrift institutions,  U.S. Government  securities,  commercial
paper and repurchase agreements. In addition, when the Sub-advisor's analysis of
economic and  technical  market  factors  suggests that common stock prices will
decline sufficiently so that a temporary defensive position is deemed advisable,
the Portfolio may invest in these instruments without limitation.

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

         U.S.  Government  Agency  Obligations.  These  securities are issued or
guaranteed by U.S. Government-sponsored  enterprises and federal agencies. These
include  securities  issued  by  the  Federal  National  Mortgage   Association,
Government National Mortgage  Association,  Federal Home Loan Bank, Federal Land
Banks, Farmers Home Administration, Banks for Cooperatives, Federal Intermediate
Credit Banks,  Federal  Financing  Bank,  Farm Credit Banks,  the Small Business
Administration, Federal Housing Administration and Maritime Administration. Some
of these  securities  are  supported  by the full  faith and  credit of the U.S.
Treasury;   and  the  remainder  are  supported   only  by  the  credit  of  the
instrumentality,  which may or may not include the right of the issuer to borrow
from the  Treasury.  Certain  of these  securities  may have  volatility  risks,
prepayment  risks and extension risk,  which could have a negative impact on the
Portfolio's net asset value.

         Bank   Obligations.   These  are  certificates  of  deposit,   bankers'
acceptances and other short-term debt  obligations.  Certificates of deposit are
short-term  obligations  of commercial  banks.  A bankers'  acceptance is a time
draft drawn on a  commercial  bank by a  borrower,  usually in  connection  with
international commercial transactions. Certificates of deposit may have fixed or
variable rates.

         The  Portfolio  will  not  invest  in any  debt  security  issued  by a
commercial bank unless (i) the bank has total assets of at least $1 billion,  or
the equivalent in other  currencies,  or, in the case of domestic banks which do
not have total assets of at least $1 billion,  the aggregate  investment made in
any one such  bank is  limited  to  $100,000  and the  principal  amount of such
investment is insured in full by the Federal Deposit Insurance Corporation, (ii)
in the case of U.S.  banks,  it is a member  of the  Federal  Deposit  Insurance
Corporation,  and (iii) in the case of foreign  banks,  the  security is, in the
opinion of the Sub-advisor,  of an investment  quality  comparable to other debt
securities  which may be purchased by the Portfolios.  These  limitations do not
prohibit  investments in securities  issued by foreign  branches of U.S.  banks,
provided such U.S. banks meet the foregoing requirements.

         Investments   by  the  Portfolio  in  foreign  bank   obligations   and
obligations of foreign branches of domestic banks present many of the same risks
as  investments in foreign  securities  generally.  In view of these risks,  the
Sub-advisor will carefully  evaluate these investments on a case-by-case  basis.
For  additional  discussion  of foreign  securities  and their  risks,  see this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Short-term   Corporate   Debt   Securities.   These   are   outstanding
nonconvertible corporate debt securities (e.g., bonds and debentures) which have
one year or less  remaining  to maturity.  Corporate  debt  securities  may have
fixed, variable, or floating rates. For additional discussion on debt securities
see this Statement under "Certain Risk Factors and Investment Methods."

     Commercial  Paper.   These  are  short-term   promissory  notes  issued  by
corporations primarily to finance short-term credit needs.

         Variable Rate Master Demand Notes. These are unsecured instruments that
permit the amount of  indebtedness  thereunder  to vary and provide for periodic
adjustments  in the  interest  rate.  Because  these  notes are  direct  lending
arrangements between the Portfolio and the issuer, they are not normally traded.
Although no active secondary market may exist for these notes, the Portfolio may
demand  payment of principal and accrued  interest at any time or may resell the
note to a third party.  While the notes are not typically rated by credit rating
agencies,  issuers  of  variable  rate  master  demand  notes must  satisfy  the
Sub-advisor  that the same criteria for issuers of commercial  paper are met. In
addition,  when purchasing  variable rate master demand notes for the Portfolio,
the Sub-advisor will consider the earning power,  cash flows and other liquidity
ratios of the issuers of the notes and will continuously monitor their financial
status  and  ability  to meet  payment  on  demand.  In the event an issuer of a
variable rate master demand note were to default on its payment obligations, the
Portfolio  might be unable to  dispose of the note  because of the  absence of a
secondary  market and  could,  for this or other  reasons,  suffer a loss to the
extent of the default.


     Firm Commitment  Agreements and When-Issued  Transactions.  Firm commitment
agreements  and  when-issued  transactions  would be used,  for example,  when a
decline in the yield of securities of a given issuer is  anticipated  and a more
advantageous  yield  may  be  obtained  by  committing   currently  to  purchase
securities  to be issued  later.  The Portfolio  will  segregate  cash or liquid
securities in an amount sufficient at all times to meet its purchase obligations
under these agreements. Additional information about firm commitment agreements,
when-issued  transactions  and their risks is included in this Statement and the
Trust's Prospectus under "Certain Risk Factors and Investment Methods."


         Lending of Portfolio Securities. The Portfolio will not lend securities
to the Investment Manager,  the Sub-advisor or their affiliates.  By lending its
securities,  the  Portfolio  can  increase its income by  continuing  to receive
interest or dividends on the loaned  securities  as well as by either  investing
the cash  collateral  or by earning  income in the form of interest  paid by the
borrower when U.S. Government  securities are used as collateral.  The Portfolio
will adhere to the following  conditions whenever its securities are loaned: (a)
the  Portfolio  must receive at least 100 percent cash  collateral or equivalent
securities  from the borrower,  (b) the borrower  must increase this  collateral
whenever the market value of the loaned  securities  including  accrued interest
exceeds the value of the collateral,  (c) the Portfolio must receive  reasonable
interest on the loan, as well as any dividends,  interest or other distributions
on the loaned securities and any increase in market value, (d) the Portfolio may
pay only  reasonable  custodian fees in connection with the loan. For additional
information  on the  lending  of  Portfolio  securities  and its  risks see this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Foreign Securities.  The Portfolio may invest up to 20% of the value of
its total  assets in  foreign  securities  (not  including  American  Depositary
Receipts,  American Depositary Shares or U.S.  dollar-denominated  securities of
foreign issuers). Foreign securities investments may be affected by, among other
matters,  changes in governmental  administration or economic or monetary policy
(in the United  States and  abroad) or changed  circumstances  in dealing  among
nations.  Securities purchased on a foreign exchange may be held in custody by a
bank or other depository  located in that market.  For additional  discussion on
foreign  securities see this Statement and the Trust's Prospectus under "Certain
Risk Factors and Investment Methods."

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

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

2.   Mortgage,  pledge,  hypothecate  or, in any manner,  transfer  any security
     owned by the  Portfolio  as  security  for  indebtedness  except  as may be
     necessary in connection with permissible borrowings or investments and then
     such  mortgaging,  pledging  or  hypothecating  may not  exceed  10% of the
     Portfolio's  total  assets at the time of borrowing  or  investment.  These
     restrictions  shall not apply to transactions  involving reverse repurchase
     agreements  or the  purchase  of  securities  subject  to  firm  commitment
     agreements or on a when-issued basis;

3.   Invest in oil, gas or mineral leases.

4.   Purchase securities of open-end or closed-end  investment  companies except
     in compliance with the 1940 Act.


5.   The  Portfolio  may not invest more than 15% of the assets of the Portfolio
     (taken at the time of the investments) in "illiquid  securities,"  illiquid
     securities  being  defined  to  include  securities  subject  to  legal  or
     contractual  restrictions on resale (which may include private placements),
     repurchase  agreements  maturing in more than seven days,  certain  options
     traded over the counter that the Portfolio has purchased,  securities being
     used to cover options a Portfolio has written,  securities for which market
     quotations are not readily available,  or other securities which legally or
     in the Sub-advisor's option may be deemed illiquid.


6.   Selling  securities  short,  except that the Portfolio may sell  securities
     "short against the box."

7.   Writing or selling puts, calls, straddles, spreads or combinations thereof.

8.   Making investments for the purpose of exercising control or management.

AST Marsico Capital Growth Portfolio:

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

Investment Policies:

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

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

         Interest Rate Swaps and Purchasing  and Selling  Interest Rate Caps and
Floors.  In addition to the strategies noted above,  the Portfolio,  in order to
attempt to protect the value of its  investments  from interest rate or currency
exchange  rate  fluctuations,  may enter into interest rate swaps and may buy or
sell  interest rate caps and floors.  The Portfolio  expects to enter into these
transactions primarily to preserve a return or spread on a particular investment
or  portion  of its  investments.  The  Portfolio  also  may  enter  into  these
transactions  to protect  against any  increase in the price of  securities  the
Portfolio may consider  buying at a later date. The Portfolio does not intend to
use these transactions as speculative  investments.  Interest rate swaps involve
the exchange by the Portfolio with another party of their respective commitments
to pay or receive  interest,  e.g.,  an exchange of floating  rate  payments for
fixed rate payments. The exchange commitments can involve payments to be made in
the same currency or in different  currencies.  The purchase of an interest rate
cap  entitles  the  purchaser,  to the extent that a specified  index  exceeds a
predetermined  interest rate, to receive payments of interest on a contractually
based  principal  amount  from the party  selling  the  interest  rate cap.  The
purchase of an interest rate floor entitles the purchaser,  to the extent that a
specified index falls below a predetermined  interest rate, to receive  payments
of interest on a contractually based principal amount from the party selling the
interest rate floor.

         The Portfolio  may enter into  interest rate swaps,  caps and floors on
either an asset-based  or  liability-based  basis,  depending upon whether it is
hedging its assets or its liabilities, and will usually enter into interest rate
swaps on a net basis,  i.e.,  the two payment  streams are netted out,  with the
Portfolio  receiving  or paying,  as the case may be, only the net amount of the
two  payments.  The  net  amount  of the  excess,  if  any,  of the  Portfolio's
obligations over its  entitlements  with respect to each interest rate swap will
be  calculated  on a daily  basis and an amount of cash or other  liquid  assets
having an aggregate net asset value at least equal to the accrued excess will be
maintained  in a  segregated  account  by  the  Portfolio's  custodian.  If  the
Portfolio enters into an interest rate swap on other than a net asset basis, the
Portfolio  would  maintain a segregated  account in the full amount accrued on a
daily  basis of the  Portfolio's  obligations  with  respect  to the  swap.  The
Portfolio will not enter into any interest rate swap,  cap or floor  transaction
unless the unsecured senior debt or the claims-paying ability of the other party
thereto is rated in one of the three highest  rating  categories of at least one
nationally  recognized  statistical rating  organization at the time of entering
into such transaction.  The Sub-advisor will monitor the creditworthiness of all
counterparties  on an ongoing basis. If there is a default by the other party to
such a transaction, the Portfolio will have contractual remedies pursuant to the
agreements related to the transaction.

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

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

         Reverse  Repurchase  Agreements.  The  Portfolio may enter into reverse
repurchase agreements. For a description of these investment techniques, see the
Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         High-Yield/High-Risk  Securities.  High-yield/high-risk  securities (or
"junk" bonds) are debt securities  rated below  investment  grade by the primary
rating agencies such as Standard & Poor's Rating Services  ("Standard & Poor's")
and Moody's Investors Service, Inc.  ("Moody's").  The Portfolio will not invest
more  than 5% of its total  assets in  high-yield/high-risk  and  mortgage-  and
asset-backed securities.

         The value of lower quality  securities  generally is more  dependent on
the ability of the issuer to meet interest and principal  payments (i.e.  credit
risk) than is the case for higher quality securities.  Conversely,  the value of
higher quality  securities may be more sensitive to interest rate movements than
lower quality securities.  The Portfolio will not purchase debt securities rated
below "CCC-" by Standard & Poor's or "Caa" by Moody's.  The  Portfolio  may also
purchase  unrated  bonds of foreign  and  domestic  issuers.  For an  additional
discussion of  high-yield/high-risk  and mortgage- and asset-backed  securities,
see this  Statement and the Trust's  Prospectus  under "Certain Risk Factors and
Investment Methods."

         Zero Coupon,  Pay-in-Kind,  and Step Coupon  Bonds.  The  Portfolio may
purchase zero coupon, pay-in-kind,  and step coupon bonds. Zero coupon bonds are
debt securities that do not pay periodic interest,  but are issued at a discount
from their face value.  The discount  approximates  the total amount of interest
the  security  will accrue from the date of  issuance to  maturity.  Pay-in-kind
bonds  normally give the issuer the option to pay cash at a coupon  payment date
or give the holder of the  security a similar bond with the same coupon rate and
a face  value  equal to the amount of the  coupon  payment  that would have been
made. Step coupon bonds begin to pay coupon  interest,  or pay an increased rate
of  interest,  at some time after they are  issued.  The  discount at which step
coupon bonds trade  depends on the time  remaining  until cash  payments  begin,
prevailing  interest  rates,  the  liquidity of the  security and the  perceived
credit quality of the issuer.  The market value of zero coupon,  pay-in-kind and
step  coupon  bonds  generally  will  fluctuate  more in  response to changes in
interest rates than will conventional interest-paying securities with comparable
maturities. For an additional discussion of zero coupon securities, see this SAI
under "Certain Risk Factors and Investment Methods."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The  following  limitations  are  applicable to the AST Marsico  Capital  Growth
Portfolio.  These  limitations are not  "fundamental"  restrictions,  and may be
changed by the Trustees without shareholder approval.

1.   The Portfolio does not currently intend to sell securities short, unless it
     owns or has the right to obtain securities equivalent in kind and amount to
     the   securities   sold  short  without  the  payment  of  any   additional
     consideration therefor, and provided that transactions in futures, options,
     swaps and forward contracts are not deemed to constitute selling securities
     short.

2.   The Portfolio does not currently  intend to purchase  securities on margin,
     except  that the  Portfolio  may  obtain  such  short-term  credits  as are
     necessary  for the  clearance of  transactions,  and  provided  that margin
     payments and other  deposits in connection  with  transactions  in futures,
     options,  swaps and  forward  contracts  shall not be deemed to  constitute
     purchasing securities on margin.

3.   The  Portfolio may not mortgage or pledge any  securities  owned or held by
     the  Portfolio  in  amounts  that  exceed,  in  the  aggregate,  15% of the
     Portfolio's  net asset value,  provided that this limitation does not apply
     to (i) reverse  repurchase  agreements;  (ii) deposits of assets on margin;
     (iii) guaranteed positions in futures, options, swaps or forward contracts;
     or (iv) the segregation of assets in connection with such contracts.

4.   The Portfolio does not currently intend to purchase any securities or enter
     into a  repurchase  agreement  if,  as a  result,  more than 15% of its net
     assets would be invested in repurchase  agreements not entitling the holder
     to payment of principal  and interest  within seven days and in  securities
     that are illiquid by virtue of legal or contractual  restrictions on resale
     or the absence of a readily available market. The Trustees of the Trust, or
     the Sub-advisor acting pursuant to authority delegated by the Trustees, may
     determine that a readily  available  market exists for securities  eligible
     for resale  pursuant  to Rule 144A  under the  Securities  Act of 1933,  as
     amended,  or any successor to such rule, and Section 4(2) commercial paper.
     Accordingly,   such   securities  may  not  be  subject  to  the  foregoing
     limitation.

5.   The  Portfolio  may not invest in companies  for the purpose of  exercising
     control or management.

AST JanCap Growth Portfolio:

Investment  Objective:  The  investment  objective of the Portfolio is 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.

Investment Policies:

         The Portfolio may, as a fundamental policy, invest all of its assets in
the  securities  of  a  single  open-end  management   investment  company  with
substantially  the  same  fundamental   investment   objectives,   policies  and
restrictions  as the Portfolio  subject to the prior  approval of the Investment
Manager. The Investment Manager will not approve such investment unless: (a) the
Investment Manager believes, on the advice of counsel, that such investment will
not have an adverse  effect on the tax status of the  annuity  contracts  and/or
life insurance  policies supported by the separate accounts of the Participating
Insurance  Companies  which  purchase  shares of the Trust;  (b) the  Investment
Manager has given prior notice to the Participating  Insurance Companies that it
intends to permit such investment and has determined  whether such Participating
Insurance  Companies intend to redeem any shares and/or discontinue the purchase
of shares because of such investment;  (c) the Trustees have determined that the
fees to be paid by the  Trust  for  administrative,  accounting,  custodial  and
transfer agency services for the Portfolio  subsequent to such an investment are
appropriate,  or the Trustees have approved changes to the agreements  providing
such  services  to reflect a  reduction  in fees;  (d) the  Sub-advisor  for the
Portfolio has agreed to reduce its fee by the amount of any investment  advisory
fees paid to the  investment  manager  of such  open-end  management  investment
company;  and (e)  shareholder  approval is  obtained  if  required by law.  The
Portfolio  will apply for such exemptive or other relief under the provisions of
the Investment  Company Act of 1940 (the "1940 Act") and the rules thereunder as
may be necessary regarding investments in such investment companies.

         Corporate  Bonds and Debentures.  The Portfolio may purchase  corporate
bonds and  debentures,  including  bonds  rated  below  investment  grade by the
primary rating agencies.  The Portfolio will not invest more than 35% of its net
assets in bonds rated below  investment  grade.  For a discussion of lower rated
securities,  see this Statement and the Trust's  Prospectus  under "Certain Risk
Factors and Investment Methods."

         Futures,  Options and Other Derivative  Instruments.  The Portfolio may
enter into  futures  contracts on  securities,  financial  indices,  and foreign
currencies  and  options  on  such  contracts,  and may  invest  in  options  on
securities,  financial  indices and foreign  currencies,  forward  contracts and
swaps.  The  Portfolio  will not enter into any futures  contracts or options on
futures  contracts if the aggregate amount of the Portfolio's  commitments under
outstanding  futures contract positions and options on futures contracts written
by the  Portfolio  would  exceed  the  market  value of the total  assets of the
Portfolio.  The Portfolio may invest in forward  currency  contracts with stated
values of up to the value of the Portfolio's assets.

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

         Interest Rate Swaps and Purchasing  and Selling  Interest Rate Caps and
Floors.  In addition to the strategies noted above,  the Portfolio,  in order to
attempt to protect the value of its  investments  from interest rate or currency
exchange  rate  fluctuations,  may enter into interest rate swaps and may buy or
sell  interest rate caps and floors.  The Portfolio  expects to enter into these
transactions primarily to preserve a return or spread on a particular investment
or  portion  of its  investments.  The  Portfolio  also  may  enter  into  these
transactions  to protect  against any  increase in the price of  securities  the
Portfolio may consider  buying at a later date. The Portfolio does not intend to
use these transactions as speculative  investments.  Interest rate swaps involve
the exchange by the Portfolio with another party of their respective commitments
to pay or receive  interest,  e.g.,  an exchange of floating  rate  payments for
fixed rate payments. The exchange commitments can involve payments to be made in
the same currency or in different  currencies.  The purchase of an interest rate
cap  entitles  the  purchaser,  to the extent that a specified  index  exceeds a
predetermined  interest rate, to receive payments of interest on a contractually
based  principal  amount  from the party  selling  the  interest  rate cap.  The
purchase of an interest rate floor entitles the purchaser,  to the extent that a
specified index falls below a predetermined  interest rate, to receive  payments
of interest on a contractually based principal amount from the party selling the
interest rate floor.

         The Portfolio  may enter into  interest rate swaps,  caps and floors on
either an asset-based  or  liability-based  basis,  depending upon whether it is
hedging its assets or its liabilities, and will usually enter into interest rate
swaps on a net basis,  i.e.,  the two payment  streams are netted out,  with the
Portfolio  receiving  or paying,  as the case may be, only the net amount of the
two  payments.  The  net  amount  of the  excess,  if  any,  of the  Portfolio's
obligations over its  entitlements  with respect to each interest rate swap will
be  calculated  on a daily  basis and an amount of cash or other  liquid  assets
having an aggregate net asset value at least equal to the accrued excess will be
maintained  in a  segregated  account  by  the  Portfolio's  custodian.  If  the
Portfolio  enters  into an  interest  rate swap on other than a net  basis,  the
Portfolio  would  maintain a segregated  account in the full amount accrued on a
daily  basis of the  Portfolio's  obligations  with  respect  to the  swap.  The
Portfolio will not enter into any interest rate swap,  cap or floor  transaction
unless the unsecured senior debt or the claims-paying ability of the other party
thereto is rated in one of the three highest  rating  categories of at least one
nationally  recognized  statistical rating  organization at the time of entering
into such transaction.  The Sub-advisor will monitor the creditworthiness of all
counterparties  on an ongoing basis. If there is a default by the other party to
such a transaction, the Portfolio will have contractual remedies pursuant to the
agreements related to the transaction.

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

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

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

         Reverse  Repurchase  Agreements.  The  Portfolio may enter into reverse
repurchase  agreements.  The Portfolio will enter into such  agreements  only to
provide  cash to  satisfy  unusually  heavy  redemption  requests  and for other
temporary or emergency  purposes,  rather than to obtain cash to make additional
investments.  For a description of these investment techniques,  see the Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  limitations  are  applicable to the AST JanCap Growth  Portfolio.
These limitations are not "fundamental" restrictions,  and may be changed by the
Trustees without shareholder approval.

1.   The Portfolio will not purchase a security if as a result, more than 15% of
     its net assets in the  aggregate,  at market  value,  would be  invested in
     securities  which cannot be readily  resold because of legal or contractual
     restrictions on resale or for which there is no readily  available  market,
     or  repurchase  agreements  maturing in more than seven days or  securities
     used as a cover for written over-the-counter options, if any. The Trustees,
     or the Investment  Manager or the Sub-advisor  acting pursuant to authority
     delegated by the Trustees,  may determine that a readily  available  market
     exists for securities  eligible for resale  pursuant to Rule 144A under the
     Securities  Act of 1933, or any successor to such rule,  and therefore that
     such securities are not subject to the foregoing limitation.

2.   The Portfolio may borrow money for temporary or emergency purposes (not for
     leveraging  or  investment)  in an amount not exceeding 25% of the value of
     its total assets  (including the amount borrowed) less  liabilities  (other
     than  borrowings).  Any borrowings  that come to exceed 25% of the value of
     the  Portfolio's  total assets by reason of a decline in net assets will be
     reduced within three  business days to the extent  necessary to comply with
     the 25% limitation.  Under such a  circumstance,  the Portfolio may have to
     liquidate  securities at a time when it is  disadvantageous  to do so. This
     policy  shall not prohibit  reverse  repurchase  agreements  or deposits of
     assets to margin or  guarantee  positions  in  futures,  options,  swaps or
     forward  contracts,  or the  segregation of assets in connection  with such
     contracts.

3.   The  Portfolio  will not enter  into any  futures  contracts  or options on
     futures  contracts for purposes  other than bona fide hedging  transactions
     (as  defined  by the  CFTC) if as a result  the sum of the  initial  margin
     deposits and premium required to establish  positions in futures  contracts
     and related  options  that do not fall within the  definition  of bona fide
     hedging  transactions  would  exceed  5% of the  fair  market  value of the
     Portfolio's net assets.

4.   The  Portfolio  will not enter into any futures  contracts if the aggregate
     amount of the Portfolio's  commitments under outstanding  futures contracts
     positions  of the  Portfolio  would  exceed the  market  value of the total
     assets of the Portfolio.

5.   The Portfolio  will not sell  securities  short,  unless it owns or has the
     right to obtain securities  equivalent in kind and amount to the securities
     sold short,  and provided that  transactions in options,  swaps and forward
     futures contracts are not deemed to constitute selling securities short.

6.   The Portfolio will not mortgage or pledge any  securities  owned or held by
     the  Portfolio  in  amounts  that  exceed,  in  the  aggregate,  15% of the
     Portfolio's  net asset value,  provided that this limitation does not apply
     to reverse  repurchase  agreements  or in the case of assets  deposited  to
     margin  or  guarantee  positions  in  futures,  options,  swaps or  forward
     contracts  or  placed  in a  segregated  account  in  connection  with such
     contracts.



AST Janus Strategic Value Portfolio:

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

Investment Policies:

         Foreign  Securities.  The  Portfolio  may  invest  up to 25% of its net
assets in foreign securities  denominated in foreign currencies and not publicly
traded  in the  United  States.  Investing  in  securities  of  foreign  issuers
generally involves risks not ordinarily  associated with investing in securities
of  domestic  issuers.  For a  discussion  of  the  risks  involved  in  foreign
securities,  see this Statement and the Trust's  Prospectus  under "Certain Risk
Factors and Investment Methods."

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

         Investment  Company  Securities.  From time to time,  the Portfolio may
invest in securities of other investment companies, subject to the provisions of
Section  12(d)(1) of the 1940 Act. The  Portfolio  may invest in  securities  of
money market funds managed by the  Sub-advisor  in excess of the  limitations of
Section  12(d)(1)  under the terms of an SEC  exemptive  order  obtained  by the
Sub-advisor and the funds that are advised or sub-advised by the Sub-advisor.

         Municipal   Obligations.   The   Portfolio   may  invest  in  municipal
obligations  issued by states,  territories and possessions of the United States
and the District of Columbia. The value of municipal obligations can be affected
by changes in their actual or perceived  credit  quality.  The credit quality of
municipal  obligations  can be  affected  by among  other  things the  financial
condition of the issuer or guarantor,  the issuer's  future  borrowing plans and
sources of revenue,  the  economic  feasibility  of the revenue  bond project or
general  borrowing  purpose,  political or economic  developments  in the region
where the  security  is  issued,  and the  liquidity  of the  security.  Because
municipal securities are generally traded  over-the-counter,  the liquidity of a
particular issue often depends on the willingness of dealers to make a market in
the security.  The liquidity of some  municipal  obligations  may be enhanced by
demand  features,  which would enable the  Portfolio to demand  payment on short
notice from the issuer or a financial intermediary.

         Income-Producing  Securities. Types of income producing securities that
the  Portfolio  may purchase  include,  but are not limited to, (i) variable and
floating rate  obligations,  which are securities having interest rates that are
adjusted periodically  according to a specified formula,  usually with reference
to some interest rate index or market interest rate,  (ii) standby  commitments,
which  are  instruments  similar  to puts  that give the  holder  the  option to
obligate a broker, dealer or bank to repurchase a security at a specified price,
and (iii) tender option bonds,  which are  relatively  long-term  bonds that are
coupled with the  agreement of a third party (such as a broker,  dealer or bank)
to grant the holders of such  securities  the option to tender the securities to
the  institution  at periodic  intervals.  The Portfolio  will purchase  standby
commitments,  tender option bonds and instruments with demand features primarily
for the purpose of increasing the liquidity of its portfolio.  The Portfolio may
also invest in inverse  floaters,  which are debt  instruments  the  interest on
which  varies  in an  inverse  relationship  to the  interest  rate  on  another
security.  If  movements  in interest  rates are  incorrectly  anticipated,  the
Portfolio  could lose money or its net asset value  could  decline by the use of
inverse  floaters.  The Portfolio  will not invest more than 5% of its assets in
inverse floaters.  The Portfolio may also invest in strip bonds,  which are debt
securities  that  are  stripped  of  their  interest  (usually  by  a  financial
intermediary)  after  the  securities  are  issued.  The  market  value of these
securities  generally  fluctuates  more in response to changes in interest rates
than interest-paying securities of comparable maturity.

         Zero Coupon, Step Coupon and Pay-In-Kind Securities.  The Portfolio may
invest  up to 10% of its  assets in zero  coupon,  pay-in-kind  and step  coupon
securities.  Zero coupon bonds are described in this  Statement  under  "Certain
Risk Factors and Investment Methods." Step coupon bonds trade at a discount from
their face value and pay coupon interest.  The coupon rate is low for an initial
period and then increases to a higher coupon rate thereafter.  The discount from
the face amount or par value depends on the time  remaining  until cash payments
begin,  prevailing  interest rates,  liquidity of the security and the perceived
credit  quality of the issuer.  Pay-in-kind  bonds  normally  give the issuer an
option to pay cash at a coupon payment date or give the holder of the security a
similar  bond with the same  coupon rate and a face value equal to the amount of
the coupon payment that would have been made.

         Generally,   the  market  prices  of  zero  coupon,   step  coupon  and
pay-in-kind  securities are more volatile than the prices of securities that pay
interest  periodically  and in cash and are  likely to  respond  to  changes  in
interest  rates to a greater degree than other types of debt  securities  having
similar maturities and credit quality.

         High-Yield/High-Risk  Securities. The Portfolio may invest up to 35% of
its net assets in bonds that are rated below investment grade. The Portfolio may
also invest in unrated debt securities of foreign and domestic issuers.  Unrated
debt, while not necessarily of lower quality than rated securities, may not have
as broad a market.  Because of the size and perceived demand of the issue, among
other  factors,  certain  municipalities  may  elect  not to incur  the costs of
obtaining a rating.  The Sub-advisor  will analyze the  creditworthiness  of the
issuer,  as well as any financial  institution  or other party  responsible  for
payments on the security,  in determining  whether to purchase unrated municipal
bonds.  Unrated  bonds will be included in the 35% limit unless the  Sub-advisor
deems such securities to be the equivalent of investment grade securities. For a
description of these securities and a discussion of the risks involved  therein,
see this  Statement and the Trust's  Prospectus  under "Certain Risk Factors and
Investment Methods."

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

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

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

                  Other. Defaulted securities require active monitoring and may,
at times,  require  participation  in bankruptcy or receivership  proceedings on
behalf of the Portfolio at additional  expense to the  Portfolio,  which expense
could be substantial.

         Reverse Repurchase Agreements. The Portfolio may use reverse repurchase
agreements to provide cash to satisfy unusually heavy redemption requests or for
other temporary or emergency purposes without the necessity of selling portfolio
securities,  or to earn  additional  income  on  portfolio  securities,  such as
Treasury  bills or notes.  The  Portfolio  will  enter into  reverse  repurchase
agreements  only with parties that the  Sub-advisor  deems  creditworthy.  Using
reverse  repurchase  agreements to earn additional income involves the risk that
the  interest  earned on the  invested  proceeds is less than the expense of the
reverse  repurchase  agreement  transaction.  This  technique  may  also  have a
leveraging  effect on the Portfolio,  although the requirement for the Portfolio
to segregate assets in the amount of the reverse repurchase  agreement minimizes
this effect.

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

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

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

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

         Swaps and Swap-Related  Products. The Portfolio may enter into interest
rate swaps, caps and floors on either an asset-based or  liability-based  basis,
depending  upon  whether it is hedging its assets or its  liabilities,  and will
usually  enter into  interest  rate swaps on a net basis (i.e.,  the two payment
streams are netted out, with the Portfolio  receiving or paying, as the case may
be, only the net amount of the two payments).  The net amount of the excess,  if
any, of the Portfolio's  obligations  over its entitlement  with respect to each
interest  rate swap will be calculated on a daily basis and an amount of cash or
other liquid  assets  having an aggregate  net asset value at least equal to the
accrued  excess will be  maintained in a segregated  account by the  Portfolio's
custodian.  If the  Portfolio  enters into an interest rate swap on other than a
net basis, it would maintain a segregated  account in the full amount accrued on
a daily basis of its  obligations  with respect to the swap.  The Portfolio will
not enter into any  interest  rate  swap,  cap or floor  transaction  unless the
unsecured senior debt or the claims-paying ability of the other party thereto is
rated in one of the three highest rating categories of at least one NRSRO at the
time of  entering  into such  transaction.  The  Sub-advisor  will  monitor  the
creditworthiness  of all  counterparties  on an  ongoing  basis.  If  there is a
default  by the  other  party to such a  transaction,  the  Portfolio  will have
contractual remedies pursuant to the agreements related to the transaction.

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

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

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The  following  limitations  are  applicable  to the AST Janus  Strategic  Value
Portfolio. The limitations are not "fundamental  restrictions and may be changed
by the Trustees without shareholder approval.

1.   The Portfolio does not currently intend to sell securities short, unless it
     owns or has the right to obtain securities equivalent in kind and amount to
     the   securities   sold  short  without  the  payment  of  any   additional
     consideration therefor, and provided that transactions in futures, options,
     swaps and forward contracts are not deemed to constitute selling securities
     short.

2.   The Portfolio does not currently  intend to purchase  securities on margin,
     except  that the  Portfolio  may  obtain  such  short-term  credits  as are
     necessary  for the  clearance of  transactions,  and  provided  that margin
     payments and other  deposits in connection  with  transactions  in futures,
     options,  swaps and  forward  contracts  shall not be deemed to  constitute
     purchasing securities on margin.

3.   The  Portfolio may not mortgage or pledge any  securities  owned or held by
     the  Portfolio  in  amounts  that  exceed,  in  the  aggregate,  15% of the
     Portfolio's  net asset value,  provided that this limitation does not apply
     to reverse repurchase  agreements,  margin and other deposits in connection
     with transactions in futures,  options, swaps or forward contracts,  or the
     segregation of assets in connection with such contracts.

4.   The Portfolio  does not currently  intend to purchase any security or enter
     into a  repurchase  agreement  if,  as a  result,  more than 15% of its net
     assets would be invested in repurchase  agreements not entitling the holder
     to payment of principal  and interest  within seven days and in  securities
     that are illiquid by virtue of legal or contractual  restrictions on resale
     or  the  absence  of a  readily  available  market.  The  Trustees,  or the
     Portfoio's  Sub-advisor  acting  pursuant  to  authority  delegated  by the
     Trustees,  may  determine  that  a  readily  available  market  exists  for
     securities  eligible for resale  pursuant to Rule 144A under the Securities
     Act of 1933 or any successor to such rule,  Section 4(2) commercial  paper,
     and municipal lease  obligations.  Accordingly,  such securities may not be
     subject to the foregoing limitation.

5.   The  Portfolio  may not invest in companies  for the purpose of  exercising
     control of management.

AST Cohen & Steers Realty Portfolio:

Investment  Objective:  The  investment  objective of AST Cohen & Steers  Realty
Portfolio.  (the "Portfolio") is to maximize total return through  investment in
real estate securities.

Investment Policies:

     Investment  Techniques.  The following sections provide expanded discussion
of several of the types of investments  and investment  techniques  which may be
used by the Portfolio.

                  Real Estate Investment Trusts.  REITs are sometimes informally
characterized  as equity REITs,  mortgage REITs and hybrid REITs. An equity REIT
invests  primarily  in the fee  ownership  or  leasehold  ownership  of land and
buildings and derives its income  primarily from rental  income.  An equity REIT
may also realize capital gains (or losses) by selling real estate  properties in
its portfolio that have  appreciated (or  depreciated) in value. A mortgage REIT
invests  primarily in mortgages on real estate,  which may secure  construction,
development or long-term  loans.  A mortgage REIT  generally  derives its income
primarily  from interest  payments on the credit it has extended.  A hybrid REIT
combines the  characteristics  of equity REITs and mortgage REITs,  generally by
holding both ownership  interests and mortgage  interests in real estate.  It is
anticipated,  although not required,  that under normal circumstances a majority
of the Portfolio's investments in REITs will consist of equity REITs.

         A REIT is not  taxed  on  amounts  distributed  to  shareholders  if it
complies  with several  requirements  relating to its  organization,  ownership,
assets,  and income and a requirement  that it distribute to its shareholders at
least 95% of its taxable  income (other than net capital gains) for each taxable
year.  Equity and Mortgage REITs are dependent upon the skills of their managers
and generally may not be diversified. Equity and Mortgage REITs are also subject
to heavy cash flow dependency,  defaults by borrowers and  self-liquidation.  In
addition,  Equity and Mortgage REITs could possibly fail to qualify for tax free
pass-through of income under the Internal  Revenue Code of 1986, as amended (the
"Code"),  or to maintain their exemptions from registration under the Investment
Company Act of 1940 (the "1940 Act").

                  Futures  Contracts.   The  Portfolio  may  purchase  and  sell
financial futures contracts. A futures contract is an agreement to buy or sell a
specific security or financial  instrument at a particular price on a stipulated
future date. Although some financial futures contracts call for making or taking
delivery  of the  underlying  securities,  in most cases these  obligations  are
closed out before the settlement  date. The closing of a contractual  obligation
is  accomplished  by  purchasing  or selling  an  identical  offsetting  futures
contract.  Other  financial  futures  contracts  by  their  terms  call for cash
settlements.

         The  Portfolio  may also  buy and sell  index  futures  contracts  with
respect to any stock or bond index  traded on a  recognized  stock  exchange  or
board of trade. An index futures  contract is a contract to buy or sell units of
an index at a specified  future date at a price agreed upon when the contract is
made. The stock index futures contract  specifies that no delivery of the actual
stocks  making up the index will take place.  Instead,  settlement  in cash must
occur  upon the  termination  of the  contract,  with the  settlement  being the
difference between the contract price and the actual level of the stock index at
the expiration of the contract.

         At the time the Portfolio  purchases a futures  contract,  an amount of
cash or other liquid  assets  equal to the market value of the futures  contract
will be deposited in a segregated account with the Portfolio's  custodian.  When
writing a futures  contract,  the  Portfolio  will  maintain  with its custodian
similar liquid assets that,  when added to the amounts  deposited with a futures
commission  merchant or broker as margin,  are equal to the market  value of the
instruments  underlying the contract.  Alternatively,  the Portfolio may "cover"
its position by owning the instruments  underlying the contract (or, in the case
of an index  futures  contract,  a  portfolio  with a  volatility  substantially
similar to that of the index on which the futures contract is based), or holding
a call option  permitting the Portfolio to purchase the same futures contract at
a price no higher than the price of the contract written by the Portfolio (or at
a higher  price if the  difference  is  maintained  in  liquid  assets  with the
Portfolio's  custodian).  For an additional  discussion of futures contracts and
the risks  associated  with them, see this Statement and the Trust's  Prospectus
under "Certain Risk Factors and Investment Methods."

                  Options on  Securities  and Stock  Indices.  The Portfolio may
write  covered  call  and put  options  and  purchase  call and put  options  on
securities or stock indices that are traded on United States exchanges.

         An option on a security is a contract  that gives the  purchaser of the
option,  in return for the premium paid,  the right to buy a specified  security
(in the case of a call option) or to sell a specified security (in the case of a
put option) from or to the writer of the option at a designated price during the
term of the option.  An option on a securities  index gives the purchaser of the
option,  in return for the premium  paid,  the right to receive  from the seller
cash equal to the  difference  between  the  closing  price of the index and the
exercise price of the option.  The value of the  underlying  securities on which
options  may be written at any one time will not exceed 25% of the total  assets
of the  Portfolio.  The  Portfolio  will not purchase put or call options if the
aggregate  premiums paid for such options would exceed 5% of its total assets at
the time of purchase.

         The  Portfolio  may write a call or put  option  only if the  option is
"covered."  A call option on a security  written by the  Portfolio is covered if
the  Portfolio  owns  the  underlying  security  covered  by the  call or has an
absolute and immediate  right to acquire that security  without  additional cash
consideration (or for additional cash consideration held in a segregated account
by its custodian)  upon  conversion or exchange of other  securities held in its
portfolio.  A call option on a security is also covered if the Portfolio holds a
call on the same security and in the same  principal  amount as the call written
where  the  exercise  price  of the call  held (a) is equal to or less  than the
exercise  price of the call written or (b) is greater than the exercise price of
the call written if the  difference  is  maintained  by the Portfolio in cash or
other liquid assets in a segregated account with its custodian.  A put option on
a security  written by the  Portfolio is "covered"  if the  Portfolio  maintains
similar  liquid assets with a value equal to the exercise  price in a segregated
account with its custodian,  or else holds a put on the same security and in the
same  principal  amount as the put written  where the exercise  price of the put
held is equal to or greater than the exercise price of the put written.

         The  Portfolio  will  cover  call  options  on stock  indices by owning
securities  whose price changes,  in the opinion of the Sub-advisor are expected
to be  similar  to those of the  index,  or in such  other  manner  as may be in
accordance  with the rules of the  exchange  on which the  option is traded  and
applicable laws and regulations. Nevertheless, where the Portfolio covers a call
option on a stock index through ownership of securities, such securities may not
match the  composition  of the index.  In that event,  the Portfolio will not be
fully  covered  and could be  subject  to risk of loss in the  event of  adverse
changes in the value of the index. The Portfolio will cover put options on stock
indices by segregating  assets equal to the option's  exercise price, or in such
other manner as may be in accordance with the rules of the exchange on which the
option is traded and applicable laws and regulations.

         The Portfolio will receive a premium from writing a put or call option,
which  increases the  Portfolio's  gross income in the event the option  expires
unexercised or is closed out at a profit. If the value of a security or an index
on which the Portfolio has written a call option falls or remains the same,  the
Portfolio  will  realize  a profit  in the form of the  premium  received  (less
transaction  costs)  that could  offset  all or a portion of any  decline in the
value of the portfolio  securities being hedged.  If the value of the underlying
security or index rises,  however, the Portfolio will realize a loss in its call
option position, which will reduce the benefit of any unrealized appreciation in
the  Portfolio's  stock  investments.  By writing a put  option,  the  Portfolio
assumes the risk of a decline in the underlying security or index. To the extent
that the price changes of the portfolio  securities  being hedged correlate with
changes in the value of the underlying  security or index,  writing  covered put
options on  securities or indices will  increase the  Portfolio's  losses in the
event of a market  decline,  although  such losses will be offset in part by the
premium received for writing the option.

         The Portfolio  may also  purchase put options to hedge its  investments
against a decline in value. By purchasing a put option,  the Portfolio will seek
to  offset a decline  in the  value of the  portfolio  securities  being  hedged
through  appreciation  of the  put  option.  If  the  value  of the  Portfolio's
investments does not decline as anticipated,  or if the value of the option does
not increase,  the Portfolio's  loss will be limited to the premium paid for the
option plus related transaction costs. The success of this strategy will depend,
in part, on the accuracy of the correlation  between the changes in value of the
underlying  security  or index  and the  changes  in  value  of the  Portfolio's
security holdings being hedged.

         The Portfolio  may purchase  call options on  individual  securities to
hedge  against  an  increase  in the  price of  securities  that  the  Portfolio
anticipates purchasing in the future. Similarly, the Portfolio may purchase call
options to attempt to reduce the risk of missing a broad market  advance,  or an
advance in an industry or market  segment,  at a time when the  Portfolio  holds
uninvested  cash  or  short-term  debt  securities  awaiting  investment.   When
purchasing  call options,  the  Portfolio  will bear the risk of losing all or a
portion of the  premium  paid if the value of the  underlying  security or index
does not rise.

         There can be no  assurance  that a liquid  market  will  exist when the
Portfolio seeks to close out an option  position.  Trading could be interrupted,
for  example,  because of supply and demand  imbalances  arising  from a lack of
either buyers or sellers,  or the options  exchange could suspend  trading after
the price has risen or fallen more than the maximum  specified by the  exchange.
Although the Portfolio may be able to offset to some extent any adverse  effects
of being unable to liquidate an option  position,  the Portfolio may  experience
losses in some cases as a result of such inability.

         Foreign Currency Contracts and Currency Hedging  Transaction.  In order
to hedge against foreign  currency  exchange rate risks, the Portfolio may enter
into forward foreign  currency  exchange  contracts and foreign currency futures
contracts,  as well as purchase  put or call options on foreign  currencies,  as
described below.  The Portfolio may also conduct its foreign  currency  exchange
transactions  on a spot (i.e.,  cash) basis at the spot rate  prevailing  in the
foreign  currency  exchange  market.  The Portfolio  will not enter into forward
foreign  currency  contracts if, as a result,  the Portfolio will have more than
15% of the  value  of its  net  assets  committed  to the  consummation  of such
contracts.

         The  Portfolio  may  enter  into  forward  foreign  currency   exchange
contracts ("forward contracts") to attempt to minimize the risk to the Portfolio
from adverse  changes in the  relationship  between the U.S.  dollar and foreign
currencies.  A forward  contract is an obligation to purchase or sell a specific
currency for an agreed price at a future date which is  individually  negotiated
and privately traded by currency traders and their customers.  The Portfolio may
enter into a forward contract,  for example,  when it enters into a contract for
the purchase or sale of a security denominated in a foreign currency in order to
"lock in" the U.S. dollar price of the security. In addition,  for example, when
the Portfolio believes that a foreign currency may suffer or enjoy a substantial
movement against another currency,  it may enter into a forward contract to sell
an amount of the former  foreign  currency (or another  currency which acts as a
proxy  for  that  currency)  approximating  the  value  of  some  or  all of the
Portfolio's  portfolio  securities  denominated in such foreign  currency.  This
second investment practice is generally referred to as "cross-hedging."  Because
in connection  with the Portfolio's  foreign  currency  forward  transactions an
amount of the  Portfolio's  assets equal to the amount of the  purchase  will be
held aside or  segregated  to be used to pay for the  commitment,  the Portfolio
will always have cash or other liquid assets  available  sufficient to cover any
commitments under these contracts or to limit any potential risk. The segregated
account will be  marked-to-market  on a daily basis. In addition,  the Portfolio
will not enter into such forward  contracts if, as a result,  the Portfolio will
have more than 15% of the value of its total assets committed to such contracts.
While these  contracts are not presently  regulated by the CFTC, the CFTC may in
the future assert  authority to regulate forward  contracts.  In such event, the
Portfolio's  ability to utilize forward  contracts in the manner set forth above
may be restricted.  Forward  contracts may limit  potential gain from a positive
change in the  relationship  between  the U.S.  dollar and  foreign  currencies.
Unanticipated   changes  in  currency   prices  may  result  in  poorer  overall
performance for the Portfolio than if it had not engaged in such contracts.

         The  Portfolio  may  purchase and write put and call options on foreign
currencies for the purpose of protecting against declines in the dollar value of
foreign portfolio securities and against increases in the dollar cost of foreign
securities to be acquired. As is the case with other kinds of options,  however,
the  writing of an option on foreign  currency  will  constitute  only a partial
hedge,  up to the amount of the premium  received,  and the  Portfolio  could be
required to purchase or sell  foreign  currencies  at  disadvantageous  exchange
rates,  thereby incurring losses.  The purchase of an option on foreign currency
may  constitute  an  effective  hedge  against  fluctuation  in  exchange  rates
although,  in the event of rate movements  adverse to the Portfolio's  position,
the  Portfolio  may  forfeit  the  entire  amount of the  premium  plus  related
transaction costs.

         The Portfolio may enter into exchange-traded contracts for the purchase
or sale for future delivery of foreign currencies  ("foreign currency futures").
This investment  technique will be used only to hedge against anticipated future
changes in exchange rates which otherwise  might  adversely  affect the value of
the  Portfolio's   portfolio  securities  or  adversely  affect  the  prices  of
securities  that  the  Portfolio  intends  to  purchase  at a  later  date.  The
successful  use of currency  futures  will usually  depend on the  Sub-advisor's
ability to forecast currency exchange rate movements correctly.  Should exchange
rates  move  in  an  unexpected  manner,  the  Portfolio  may  not  achieve  the
anticipated benefits of foreign currency futures or may realize losses.

         Short Sales.  The  Portfolio  may enter into short sales,  provided the
dollar  amount of short  sales at any one time  would not  exceed 25% of the net
assets of the Portfolio,  and the value of securities of any one issuer in which
the  Portfolio  is short  would not  exceed the lesser of 2% of the value of the
Portfolio's  net assets or 2% of the securities of any class of any issuer.  The
Portfolio must maintain collateral in a segregated account consisting of cash or
other  liquid  assets  with a value  equal to the  current  market  value of the
shorted  securities,  which are marked to market daily. If the Portfolio owns an
equal amount of such securities or securities  convertible  into or exchangeable
for, without payment of any further consideration, securities of the same issuer
as, and equal in amount to, the securities  sold short (which sales are commonly
referred to as "short sales against the box"),  the above  requirements  are not
applicable.

         Non-Diversified    Status.   The   Portfolio   is   classified   as   a
"non-diversified"  investment  company  under  the 1940  Act,  which  means  the
Portfolio  is not limited by the 1940 Act in the  proportion  of its assets that
may be invested in the  securities of a single  issuer.  However,  the Portfolio
intends  conduct  its  operations  so as to  qualify as a  regulated  investment
company for purposes of the Code,  which generally will relieve the Portfolio of
any liability for Federal income tax to the extent its earnings are  distributed
to shareholders.  To so qualify,  among other  requirements,  the Portfolio will
limit its investments so that, at the close of each quarter of the taxable year,
(i) not more than 25% of the market value of the  Portfolio's  total assets will
be invested in the securities of a single  issuer,  and (ii) with respect to 50%
of the market value of its total assets, not more than 5% of the market value of
its total assets will be invested in the  securities  of a single issuer and the
Portfolio will not own more than 10% of the outstanding  voting  securities of a
single issuer.  The  Portfolio's  investments  in securities  issued by the U.S.
Government,  its  agencies  and  instrumentalities  are  not  subject  to  these
limitations.

Investment  Policies  Which May Be Changed  Without  Shareholder  Approval.  The
following limitations are applicable to the AST Cohen & Steers Realty Portfolio.
These limitations are not  "fundamental"  restrictions and may be changed by the
Trustees without shareholder approval. The Portfolio will not:

1.   Invest  in  illiquid  securities,   as  defined  in  the  prospectus  under
     "Investment Objective and Policies, AST Cohen & Steers Realty Portfolio" if
     immediately  after such  investment  more than 15% of the  Portfolio's  net
     assets (taken at market value) would be invested in such securities;

2.   Pledge,  hypothecate,  mortgage or otherwise encumber its assets, except to
     secure permitted borrowings;

3.   Participate on a joint or joint and several basis in any securities trading
     account;

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

5.   Purchase  securities of investment  companies except in compliance with the
     1940 Act; or

6.   (a) invest in  interests  in oil,  gas,  or other  mineral  exploration  or
     development programs; or (b) purchase securities on margin, except for such
     short-term credits as may be necessary for the clearance of transactions.


AST Sanford Bernstein Managed Index 500 Portfolio:

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

Investment Policies:

         As a  diversified  fund, no more than 5% of the assets of the Portfolio
may be  invested in the  securities  of one issuer  (other than U.S.  Government
Securities),  except  that up to 25% of the  Portfolio's  assets may be invested
without regard to this  limitation.  The Portfolio will not invest more than 25%
of its assets in the securities of issuers in any one industry.  In the unlikely
event that the S&P 500 should concentrate to an extent greater than that amount,
the Portfolio's ability to achieve its objective may be impaired.

         Certificates  of Deposit  and  Bankers'  Acceptances.  Certificates  of
deposit are  receipts  issued by a  depository  institution  in exchange for the
deposit of funds. The issuer agrees to pay the amount deposited plus interest to
the  bearer  of the  receipt  on the  date  specified  on the  certificate.  The
certificate  usually can be traded in the  secondary  market  prior to maturity.
Bankers'  acceptances   typically  arise  from  short-term  credit  arrangements
designed  to  enable   businesses   to  obtain   funds  to  finance   commercial
transactions.  Generally,  an  acceptance  is a time draft drawn on a bank by an
exporter or an importer to obtain a stated  amount of funds to pay for  specific
merchandise.   The  draft  is  then  "accepted"  by  a  bank  that,  in  effect,
unconditionally  guarantees  to pay the  face  value  of the  instrument  on its
maturity date. The acceptance may then be held by the accepting bank as an asset
or it may be sold in the  secondary  market at the going rate of discount  for a
specific  maturity.  Although  maturities for  acceptances can be as long as 270
days, most acceptances have maturities of six months or less.

         Commercial Paper. Commercial paper consists of short-term (usually from
1 to 270 days)  unsecured  promissory  notes issued by  corporations in order to
finance their current operations. A variable amount master demand note (which is
a type of commercial paper) represents a direct borrowing  arrangement involving
periodically  fluctuating  rates of interest under a letter agreement  between a
commercial paper issuer and an institutional lender pursuant to which the lender
may determine to invest varying amounts.

         Short-Term  Instruments.  When the  Portfolio  experiences  large  cash
inflows through the sale of securities and desirable equity  securities that are
consistent  with  the  Portfolio's   investment  objective  are  unavailable  in
sufficient quantities or at attractive prices, the Portfolio may hold short-term
investments for a limited time pending  availability of such equity  securities.
Short-term   instruments  consist  of:  (i)  short-term  obligations  issued  or
guaranteed by the U.S. government or any of its agencies or instrumentalities or
by any of the states;  (ii) other  short-term debt securities rated AA or higher
by S&P or Aa or higher by Moody's or, if unrated,  of comparable  quality in the
opinion of the  Sub-advisor;  (iii)  commercial  paper;  (iv) bank  obligations,
including  negotiable  certificates  of  deposit,  time  deposits  and  bankers'
acceptances; and (v) repurchase agreements. At the time the Portfolio invests in
commercial paper, bank obligations or repurchase  agreements,  the issuer of the
issuer's  parent must have  outstanding  debt rated AA or higher by S&P or Aa or
higher by Moody's or outstanding  commercial paper or bank obligations rated A-1
by S&P or  Prime-1  by  Moody's;  or,  if no such  ratings  are  available,  the
instrument must be of comparable quality in the opinion of the Sub-advisor.

         Additional  U.S.  Government  Obligations.  The Portfolio may invest in
obligations   issued   or   guaranteed   by   U.S.    Government   agencies   or
instrumentalities. These obligations may or may not be backed by the "full faith
and credit" of the United  States.  In the case of securities  not backed by the
full faith and credit of the United States,  the Portfolio must look principally
to the federal  agency  issuing or  guaranteeing  the  obligation  for  ultimate
repayment,  and may not be able to  assert a claim  against  the  United  States
itself in the event the agency or instrumentality does not meet its commitments.
Securities  in which the  Portfolio  may invest  that are not backed by the full
faith  and  credit  of the  United  States  include,  but  are not  limited  to,
obligations of the Tennessee  Valley  Authority,  the Federal Home Loan Mortgage
Corporation and the U.S.  Postal Service,  each of which has the right to borrow
from the U.S.  Treasury to meet its obligations,  and obligations of the Federal
Farm Credit  System and the Federal Home Loan Banks,  both of whose  obligations
may be  satisfied  only  by the  individual  credits  of  each  issuing  agency.
Securities  which are backed by the full  faith and credit of the United  States
include obligations of the Government National Mortgage Association, the Farmers
Home Administration, and the Export-Import Bank.

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

         Warrants.  Warrants  entitle  the holder to buy  common  stock from the
issuer at a specific price (the strike price) for a specific period of time. The
strike price of warrants  sometimes is much lower than the current  market price
of the  underlying  securities,  yet  warrants  are  subject  to  similar  price
fluctuations.  As a result,  warrants may be more volatile  investments than the
underlying securities.

         Warrants do not entitle the holder to dividends  or voting  rights with
respect to the  underlying  securities  and do not  represent  any rights in the
assets  of the  issuing  company.  Also,  the  value  of the  warrant  does  not
necessarily  change with the value of the  underlying  securities  and a warrant
ceases to have value if it is not exercised prior to the expiration date.

         Convertible  Securities.  Convertible securities may be debt securities
or preferred  stocks that may be  converted  into common stock or that carry the
right to purchase  common stock.  Convertible  securities  entitle the holder to
exchange  the  securities  for a  specified  number of  shares of common  stock,
usually of the same  company,  at specified  prices  within a certain  period of
time.

         The  terms of any  convertible  security  determine  its  ranking  in a
company's capital structure. In the case of subordinated convertible debentures,
the holders'  claims on assets and earnings  are  subordinated  to the claims of
other  creditors,  and  are  senior  to  the  claims  of  preferred  and  common
shareholders. In the case of convertible preferred stock, the holders' claims on
assets and  earnings are  subordinated  to the claims of all  creditors  and are
senior to the claims of common shareholders.

Futures Contracts and Options on Futures Contracts.

                  Futures  Contracts.  The Portfolio  may enter into  securities
index futures contracts.  U.S. futures contracts have been designed by exchanges
which have been designated "contracts markets" by the CFTC, and must be executed
through a futures commission  merchant,  or brokerage firm, which is a member of
the relevant  contract market.  Futures  contracts trade on a number of exchange
markets,  and,  through their  clearing  corporations,  the exchanges  guarantee
performance  of the  contracts as between the clearing  members of the exchange.
These  investments  will be made by the Portfolio  solely for hedging  purposes.
Such investments  will be made only if they are economically  appropriate to the
reduction of risks involved in the management of the Portfolio.  In this regard,
the Portfolio may enter into futures  contracts or options on futures related to
the S&P 500.

         At the same time a futures contract is purchased or sold, the Portfolio
must allocate cash or securities as a deposit payment ("initial deposit"). It is
expected  that the  initial  deposit  would be  approximately  1 1/2% to 5% of a
contract's face value. Daily thereafter,  the futures contract is valued and the
payment of  "variation  margin" may be  required,  since each day the  Portfolio
would  provide or receive  cash that  reflects  any  decline or  increase in the
contract's value.

         Although futures  contracts by their terms call for the actual delivery
or  acquisition  of  securities,  in most cases the  contractual  obligation  is
fulfilled  before  the  date  of the  contract  without  having  to make or take
delivery of the  securities.  The  offsetting  of a  contractual  obligation  is
accomplished  by  buying  (or  selling,  as the  case  may be) on a  commodities
exchange an identical  futures  contract calling for delivery in the same month.
Such a transaction,  which is effected through a member of an exchange,  cancels
the  obligation  to  make  or  take  delivery  of  the  securities.   Since  all
transactions  in the  futures  market are made,  offset or  fulfilled  through a
clearinghouse  associated  with the exchange on which the  contracts are traded,
the  Portfolio  will incur  brokerage  fees when it purchases  or sells  futures
contracts.  The liquidity of the futures market depends on participants entering
into  offsetting  transactions  rather  than making or taking  delivery.  To the
extent  participants  decide to make or take delivery,  liquidity in the futures
market could be reduced, thus producing distortion.

         In addition,  futures  contracts  entail other risks.  The  Sub-advisor
believes that use of such contracts  will benefit the Portfolio.  The successful
use of futures contracts,  however, depends on the degree of correlation between
the futures and  securities  markets.  In  addition,  successful  use of futures
contracts  is  dependent  on the  Sub-advisor's  ability  to  correctly  predict
movements  in the  securities  markets  and no  assurance  can be given that its
judgment will be correct. For an additional  discussion of futures contracts and
the risks involved therein,  see the Trust's Prospectus and this Statement under
"Certain Risk Factors and Investment Methods."

                  Options  on Futures  Contracts.  The  Portfolio  may use stock
index  futures on a continual  basis to equitize  cash so that the Portfolio may
maintain 100% equity  exposure.  The  Portfolio  will not enter into any futures
contracts or options on futures  contracts if immediately  thereafter the amount
of margin  deposits on all the futures  contracts of the  Portfolio and premiums
paid on outstanding  options on futures  contracts owned by the Portfolio (other
than those entered into for bona fide hedging  purposes)  would exceed 5% of the
market value of the total assets of the Portfolio.

         A futures option gives the holder,  in return for the premium paid, the
right to buy  (call)  from or sell  (put) to the  writer of the option a futures
contract at a specified price at any time during the period of the option.  Upon
exercise,  the writer of the option is obligated to pay the  difference  between
the cash value of the futures contract and the exercise price. Like the buyer or
seller of a futures contract,  the holder, or writer, of an option has the right
to terminate  its position  prior to the  scheduled  expiration of the option by
selling or  purchasing  an option of the same  series,  at which time the person
entering into the closing transaction will realize a gain or loss. The Portfolio
will be required to deposit initial margin and variation  margin with respect to
put and call  options on futures  contracts  written by it  pursuant to brokers'
requirements similar to those described above. Net option premiums received will
be included as initial margin deposits. In anticipation of a decline in interest
rates,  the  Portfolio  may  purchase  call  options on futures  contracts  as a
substitute  for the purchase of futures  contracts  to hedge  against a possible
increase in the price of  securities  that the  Portfolio  intends to  purchase.
Similarly,  if the value of the securities  held by the Portfolio is expected to
decline as a result of an  increase  in  interest  rates,  the  Portfolio  might
purchase put options or sell call options on futures  contracts rather than sell
futures contracts.

         Investments in futures options involve some of the same  considerations
that are involved in  connection  with  investments  in futures  contracts  (for
example, the existence of a liquid secondary market). In addition,  the purchase
or sale of an option  also  entails  the risk that  changes  in the value of the
underlying  futures  contract will not correspond to changes in the value of the
option purchased.  Depending on the pricing of the option compared to either the
futures  contract  upon which it is based,  or upon the price of the  securities
being  hedged,  an  option my or may not be less  risky  than  ownership  of the
futures  contract or such securities.  In general,  the market prices of options
can be expected to be more  volatile  than the market  prices on the  underlying
futures  contract.  Compared  to the  purchase  or  sale of  futures  contracts,
however, the purchase of call or put options on futures contracts may frequently
involve less potential risk to the Portfolio  because the maximum amount at risk
is the premium paid for the options (plus transaction  costs). The writing of an
option on a futures  contact  involves  risks similar to those risks relating to
the sale of futures contracts.

         Options on  Securities  Indices.  The  Portfolio may purchase and write
(sell) call and put options on securities indices.  Such options give the holder
the right to receive a cash settlement  during the term of the option based upon
the difference between the exercise price and the value of the index.

         Options on securities  indices entail  certain risks.  The absence of a
liquid secondary market to close out options positions on securities indices may
occur,  although the  Portfolio  generally  will only  purchase or write such an
option if the Sub-advisor believes the option can be closed out.

         Use of options on securities indices also entails the risk that trading
in such options may be interrupted if trading in certain securities  included in
the index is  interrupted.  The Portfolio  will not purchase such options unless
the Sub-advisor believes the market is sufficiently developed such that the risk
of trading in such  options is no greater than the risk of trading in options on
securities.

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

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  limitations are applicable to the AST Sanford  Bernstein  Managed
Index 500 Portfolio.  These limitations are not  "fundamental'  restrictions and
may be changed by the Trustees without shareholder approval.  The Portfolio will
not:

1.   Purchase  any  security or evidence of interest  therein on margin,  except
     that  such  short-term  credit as may be  necessary  for the  clearance  of
     purchases and sales of securities  may be obtained and except that deposits
     of initial deposit and variation  margin may be made in connection with the
     purchase, ownership, holding or sale of futures;

2.   Invest for the purpose of exercising control or management;

3.   Purchase securities of other investment companies except in compliance with
     the 1940 Act; or

4.   Invest more than 15% of the Portfolio's net assets (taken at the greater of
     cost or market  value)  in  securities  that are  illiquid  or not  readily
     marketable, not including Rule 144A securities and commercial paper that is
     sold under  section  4(2) of the 1933 Act that have been  determined  to be
     liquid under procedures established by the Board of Trustees.


AST American Century Income & Growth Portfolio:

Investment  Objective:  The primary investment  objective of the Portfolio is to
seek capital growth. Current income is a secondary investment objective.

Investment Policies:

         In general,  within the  restrictions  outlined here and in the Trust's
Prospectus,  the  Sub-advisor  has broad  powers to  decide  how to invest  fund
assets.  Investments are varied according to what is judged  advantageous  under
changing  economic  conditions.  It is  the  Sub-advisor's  intention  that  the
Portfolio  will  generally  consist of domestic  and foreign  common  stocks and
equity  equivalent  securities.  However,  subject to the  specific  limitations
applicable  to the  Portfolio,  the  Sub-advisor  may  invest  the assets of the
Portfolio  in varying  amounts  in other  instruments,  such as those  discussed
below,  when such a course is deemed  appropriate  in order to attempt to attain
its investment objective.

         Senior  securities that, in the opinion of the manager,  are high-grade
issues also may be  purchased  for  defensive  purposes.  However,  so long as a
sufficient number of such securities are available,  the manager intends to keep
the  Portfolio  fully  invested in stocks that meet the  Portfolio's  investment
criteria,  regardless  of the  movement  of  stock  prices  generally.  In  most
circumstances, the Portfolio's actual level of cash and cash equivalents will be
less than 10%. As noted in the Prospectus, the Sub-advisor may use S&P 500 Index
futures as a way to expose the  Portfolio's  cash  assets to the  market,  while
maintaining  liquidity.  The Sub-advisor may not leverage the Portfolio  through
investment in these  futures,  so there should be no greater  market risk to the
Portfolio than if they purchased stocks.

         As a diversified  fund as defined in the 1940 Act, the  Portfolio  will
not, with respect to 75% of its total  assets,  invest more than 5% of its total
assets in the  securities  of a single  issuer or purchase  more than 10% of the
outstanding   voting  securities  of  a  single  issuer.  To  meet  federal  tax
requirements for qualification as a regulated  investment company, the Portfolio
must limit its  investments  so that at the close of each quarter of its taxable
year (1) no more than 25% of its total assets are invested in the  securities of
a  single  issuer  (other  than the U.S  government  or a  regulated  investment
company), and (2) with respect to at least 50% of its total assets, no more than
5% of its total assets are invested in the securities of a single issuer.

     Foreign  Securities.  The Portfolio  may invest an unlimited  amount of its
assets in the securities of foreign issuers, including foreign governments, when
these securities meet its standards of selection.  Securities of foreign issuers
may trade in the U.S. or foreign securities markets.

         Investments in foreign securities involve risks that are different from
and  generally  greater than  investments  in U.S.  securities.  These risks are
discussed in this  Statement  and the Trust's  Prospectus  under  "Certain  Risk
Factors and Investment  Methods." In addition,  because most foreign  securities
are  denominated  in non-U.S.  currencies,  the  investment  performance  of the
Portfolio  could be  affected  by changes in foreign  currency  exchange  rates.
Currency  exchange  rates can be  volatile  at times in  response  to supply and
demand in the currency  exchange  markets,  international  balances of payments,
governmental  intervention,   speculation,  and  other  political  and  economic
conditions.  As discussed  below,  the  Portfolio  may purchase and sell foreign
currency on a spot basis and may engage in forward currency contracts,  currency
options and futures transactions for hedging or any other lawful purpose.

         In certain  countries  one  securities  broker may  represent  all or a
significant  part of the trading  volume,  resulting in higher trading costs and
decreased  liquidity due to a lack of alternative  trading partners.  In certain
markets  there have been times when  settlements  have been  unable to keep pace
with the volume of securities transactions,  making it difficult to conduct such
transactions.  Delays in  clearance  and  settlement  could  result in temporary
periods  when assets of the  Portfolio  are  uninvested  and no return is earned
thereon.  The inability of the Portfolio to make intended security purchases due
to  clearance  and  settlement  problems  could  cause  the  Portfolio  to  miss
attractive   investment   opportunities.   Inability  to  dispose  of  portfolio
securities  due to clearance  and  settlement  problems  could result  either in
losses to the  Portfolio due to  subsequent  due to  subsequent  declines in the
value of the portfolio security or, if the Portfolio has entered into a contract
to sell the security, liability to the purchaser.

         Evidence of  securities  ownership  may be  uncertain  in many  foreign
countries. In many of these countries,  the most notable of which is the Russian
Federation,  the ultimate evidence of securities ownership is the share register
held by the issuing  company or its  registrar.  While some  companies may issue
share  certificates or provide  extracts of the company's share register,  these
are not  negotiable  instruments  and are not  effective  evidence of securities
ownership. In an ownership dispute, the company's share register is controlling.
As a  result,  there  is a risk  that the  Portfolio's  trade  details  could be
incorrectly or  fraudulently  entered on the issuer's share register at the time
of the  transaction,  or that the  Portfolio's  ownership  could  thereafter  be
altered or deleted entirely, resulting in a loss to the Portfolio.

         Depositary  Receipts.  The  Portfolio  may invest in foreign  companies
through  American  Depositary  Receipts  (ADRs),  European  Depositary  Receipts
(EDRs),  ordinary shares and New York shares.  Additional information about ADRs
and EDRs is included in the Trust's  prospectus  under "Certain Risk Factors and
Investment  Methods."  Ordinary  shares are shares of foreign  issuers  that are
traded abroad and on a U.S. exchange.  New York shares are shares that a foreign
issuer has allocated for trading in the United States.  ADRs,  ordinary  shares,
and New York shares all may be purchased with and sold for U.S.  dollars,  which
protects the fund from foreign settlement risks.

         Forward  Currency  Exchange  Contracts.  The Portfolio may purchase and
sell  foreign  currency  either on a spot  (i.e.,  cash) basis and may engage in
forward  foreign  currency  exchange  contracts,  currency  options  and futures
transactions for hedging or any lawful purpose.  The Portfolio will segregate on
its records cash or other  liquid  assets in an amount  sufficient  to cover its
obligations under the contract.

         The  Sub-advisor  does not  intend to enter  into such  contracts  on a
regular basis. Normally, consideration of the prospect for currency parties will
be  incorporated  into the long-term  investment  decisions made with respect to
overall diversification strategies. However, the Sub-advisor believes that it is
important  to have  flexibility  to enter into such  forward  contracts  when it
determines that the Portfolio's best interests may be served.

         At the maturity of the forward contract,  the Portfolio may either sell
the  portfolio  security and make  delivery of the foreign  currency,  or it may
retain the security and terminate the obligation to deliver the foreign currency
by  purchasing  an offsetting  forward  contract  with the same currency  trader
obligating  the fund to purchase,  on the same maturity date, the same amount of
the foreign currency.

         Convertible  Securities.  A  convertible  security  is a  fixed  income
security that offers the potential for capital appreciation through a conversion
feature  that  enables the holder to convert the fixed  income  security  into a
stated number of shares of common stock. As fixed income securities, convertible
securities provide a stable stream of income,  with generally higher yields than
common stocks.  Because  convertible  securities  offer the potential to benefit
from increases in the market price of the underlying common stock, however, they
generally offer lower yields than non-convertible securities of similar quality.
Of  course,  like all fixed  income  securities,  there can be no  assurance  of
current income because the issuers of the convertible  securities may default on
their  obligations.   In  addition,   there  can  be  no  assurance  of  capital
appreciation because the value of the underlying common stock will fluctuate.

         Unlike a convertible  security that is a single  security,  a synthetic
convertible  security is  comprised  of two distinct  securities  that  together
resemble  convertible  securities  in certain  respects.  Synthetic  convertible
securities are created by combining  non-convertible  bonds or preferred  stocks
with  warrants or stock call  options.  The options  that will form  elements of
synthetic  convertible  securities will be listed on a securities exchange or on
the National  Association of Securities Dealers Automated Quotation Systems. The
two components of a synthetic  convertible  security,  which will be issued with
respect to the same  entity,  generally  are not  offered as a unit,  and may be
purchased and sold by the Portfolio at different  times.  Synthetic  convertible
securities  differ from convertible  securities in certain  respects,  including
that each component of a synthetic  convertible  security has a separate  market
value and responds  differently to market  fluctuations.  Investing in synthetic
convertible  securities  involves  the risk  normally  involved  in holding  the
securities comprising the synthetic convertible security.

         Additional  information about convertible securities is included in the
Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         Short Sales "Against the Box." As discussed in the Trust's  Prospectus,
the Portfolio  may engage in short sales if, at the time of the short sale,  the
Portfolio  owns or has the right to acquire  securities  equivalent  in kind and
amount to the securities  being sold short.  While the short sale is maintained,
the Portfolio will segregate assets to  collateralize  its obligation to deliver
the  securities  sold short in an amount equal to the proceeds of the short sale
plus an additional  margin amount  established  by the Board of Governors of the
Federal Reserve.  There will be certain additional  transaction costs associated
with short sales,  but the  Portfolio  will  endeavor to offset these costs with
income from the investment of the cash proceeds of short sales.

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

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

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

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

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

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

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

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

         Futures and Options.  The Portfolio  may enter into futures  contracts,
options or options on futures contracts.  The Portfolio may not, however,  enter
into  a  futures  transaction  for  speculative  purposes.   Generally,  futures
transactions will be used to:

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

o    protect  against the risk of an increase in market value for  securities in
     which the Portfolio  generally  invests at a time when the Portfolio is not
     fully-invested (taking a long futures position), or

o    provide a temporary  substitute for the purchase of an individual  security
     that may be purchased in an orderly fashion.

Some futures and options  strategies,  such as selling futures,  buying puts and
writing calls,  hedge the Portfolio's  investments  against price  fluctuations.
Other strategies, such as buying futures, writing puts and buying calls, tend to
increase market exposure.

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

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

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

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

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

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

         When-Issued  and  Forward  Commitment  Agreements.  The  Portfolio  may
sometimes  purchase  new  issues  of  securities  on a  when-issued  or  forward
commitment basis in which the transaction  price and yield are each fixed at the
time the  commitment  is made,  but payment and delivery  occur at a future date
(typically 15 to 45 days later).

         In purchasing  securities on a when-issued or forward commitment basis,
the Portfolio  will  segregate  until the  settlement  date cash or other liquid
assets in an amount  sufficient to meet the purchase price.  When the time comes
to pay for the when-issued  securities,  the Portfolio will meet its obligations
with available cash,  through the sale of securities,  or, although it would not
normally  expect to do so, by  selling  the  when-issued  securities  themselves
(which  may have a market  value  greater or less than the  Portfolio's  payment
obligation).  Additional  information about  when-issued and forward  commitment
transactions is included in this Statement and in the Trust's  Prospectus  under
"Certain Risk Factors and Investment Methods."

         Investments in Companies with Limited Operating History.  The Portfolio
may invest in the  securities of issuers with limiting  operating  history.  The
Sub-advisor  considers  an issuer to have a limited  operating  history  if that
issuer  has a record of less  than  three  years of  continuous  operation.  The
Sub-advisor   will   consider   periods   of  capital   formation,   incubation,
consolidation,  and research and development in determining whether a particular
issuer has a record of three years of continuous operation.

         Investments in securities of issuers with limited operating history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the  Portfolio.  In addition,  financial and other  information  regarding  such
issuers, when available, may be incomplete or inaccurate.

         Other  Investment  Companies.  The Portfolio may invest in other mutual
funds, including those advised by the Sub-advisor,  provided that the investment
is consistent with the fund's investment  policies and restrictions and with the
limitations of the 1940 Act. Under the 1940 Act, the  Portfolio's  investment in
such securities,  subject to certain exceptions,  currently is limited to (a) 3%
of  the  total  voting  stock  of  any  one  investment  company,  (b) 5% of the
Portfolio's total assets with respect to any one investment  company and (c) 10%
of the Portfolio's total assets in the aggregate. Such purchases will be made in
the open market  where no  commission  or profit to a sponsor or dealer  results
from the purchase  other than the  customary  brokers'  commissions.  Additional
information  about  other  investment  companies  is  included  in  the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Short-Term  Securities.  In order to meet anticipated  redemptions,  to
hold assets pending the purchase of additional securities for the Portfolio, or,
in some cases,  for  temporary  defensive  purposes,  the Portfolio may invest a
portion of its assets in money market and other short-term securities.

         Examples of those securities include:

o    Securities issued or guaranteed by the U.S. government and its agencies and
     instrumentalities;

o    Commercial Paper;

o    Certificates of Deposit and Eurodollar Certificates of Deposit;

o    Bankers' Acceptances;

o    Short-term notes, bonds, debentures, or other debt instruments; and

o    Repurchase agreements.

     U.S.  Government  Securities.  The Portfolio may invest in U.S.  government
securities,  including bills,  notes, and bonds issued by the U.S.  Treasury and
securities  issued or  guaranteed by agencies or  instrumentalities  of the U.S.
government.  Some U.S.  government  securities  are supported by the direct full
faith and credit  pledge of the U.S.  government;  others are  supported  by the
right of the issuer to borrow from the U.S. Treasury; others, such as securities
issued by the  Federal  National  Mortgage  Association,  are  supported  by the
discretionary  authority  of the  U.S.  government  to  purchase  the  agencies'
obligations; and others are supported only by assurance that the U.S. government
will provide financial support to an  instrumentality it sponsors when it is not
obligated by law to do so.

         Lending  of  Securities.   The  Portfolio  may  lend  its   securities.
Additional  information  on securities  lending and its risk is included in this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

AST Alliance Growth and Income Portfolio:

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

Investment Policies:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2.   Sell securities short.

AST MFS Growth with Income Portfolio:

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

Investment Policies:

         Corporate Debt Securities. The Portfolio may invest in debt securities,
such as convertible and non-convertible  bonds, notes and debentures,  issued by
corporations, limited partnerships and similar entities.

         Variable and Floating  Rate  Obligations.  The  Portfolio may invest in
floating or variable rate  securities.  Investments in variable or floating rate
securities  normally will involve industrial  development or revenue bonds which
provide  that  the  rate  of  interest  is set  as a  specific  percentage  of a
designated base rate, such as rates on Treasury Bonds or Bills or the prime rate
at a major  commercial  bank,  and that a bondholder  can demand  payment of the
obligations  on  behalf of the  Portfolio  on short  notice at par plus  accrued
interest,  which  amount may be more or less than the  amount of the  bondholder
paid for them. The maturity of floating or variable rate obligations  (including
participation  interests  therein)  is deemed to be the longer of (i) the notice
period  required  before the  Portfolio  is entitled  to receive  payment of the
obligation upon demand or (ii) the period remaining until the obligation's  next
interest rate  adjustment.  If not redeemed by the Portfolio  through the demand
feature,  the  obligations  mature on a  specified  date,  which may range up to
thirty years from the date of issuance.

         Zero Coupon Bonds, Deferred Interest Bonds and PIK Bonds. The Portfolio
may invest in zero coupon bonds,  deferred bonds and bonds on which the interest
is payable in kind ("PIK  bonds").  Zero coupon and deferred  interest bonds are
debt  obligations,  which are issued at a significant  discount from face value.
The discount approximates the total amount of interest the bonds will accrue and
compound over the period until maturity or the first interest  payment date at a
rate of  interest  reflecting  the market  rate of the  security  at the time of
issuance.  While  zero  coupon  bonds do not  require  the  periodic  payment of
interest,  deferred  interest  bonds do provide for a period of delay before the
regular  payment  of  interest  begins.  PIK bonds are debt  obligations,  which
provide  that the issuer may, at its option,  pay interest on such bonds in cash
or in the form of additional  debt  obligations.  Such  investments  benefit the
issuer by mitigating its need for cash to meet debt service,  but also require a
higher rate of return to attract  investors  who are willing to defer receipt of
such cash. Such  investments may experience  greater  volatility in market value
than debt  obligations,  which make regular payments of interest.  The Portfolio
will accrue income on such  investments for tax and accounting  purposes,  which
are distributable to shareholders and which,  because no cash is received at the
time of accrual,  may require the liquidation of other  portfolio  securities to
satisfy the Portfolio's distribution obligations.

         Equity  Securities.  The  Portfolio  may  invest in all types of equity
securities,  including  the  following:  common  stocks,  preferred  stocks  and
preference  stocks;  securities  such as  bonds,  warrants  or  rights  that are
convertible into stocks;  and depository  receipts for those  securities.  These
securities   may  be  listed  on   securities   exchanges,   traded  in  various
over-the-counter markets or have no organized market.

         Foreign Securities.  The Portfolio may invest in dollar-denominated and
non-dollar  denominated foreign  securities.  Investing in securities of foreign
issuers  generally  involves risks not ordinarily  associated  with investing in
securities  of  domestic  issuers.  For a  discussion  of the risks  involved in
foreign securities, see this Statement and the Trust's Prospectus under "Certain
Risk Factors and Investment Methods."

         Depository  Receipts.  The Portfolio may invest in American  Depository
Receipts  ("ADRs"),  Global  Depository  Receipts  ("GDRs")  and other  types of
depository receipts. ADRs are certificates by a U.S. depository (usually a bank)
and represent a specified quantity of shares of an underlying non-U.S.  stock on
deposit with a custodian bank as collateral.  GDRs and other types of depository
receipts are typically  issued by foreign banks or trust  companies and evidence
ownership of underlying securities issued by either a foreign or a U.S. company.
For the purposes of the Portfolio's policy to invest a certain percentage of its
assets in foreign securities, the investments of the Portfolio in ADRs, GDRs and
other  types  of  depository  receipts  are  deemed  to be  investments  in  the
underlying securities.

         ADRs may be sponsored or  unsponsored.  A sponsored  ADR is issued by a
depository which has an exclusive relationship with the issuer of the underlying
security.  An unsponsored ADR may be issued by any number of U.S.  depositories.
Under the terms of most sponsored arrangements, depositories agree to distribute
notices  of  shareholder  meetings  and  voting  instructions,  and  to  provide
shareholder  communications  and other  information  to the ADR  holders  at the
request  of the  issuer  of  the  deposited  securities.  The  depository  of an
unsponsored  ADR,  on the  other  hand,  is under no  obligation  to  distribute
shareholder  communications received from the issuer of the deposited securities
or to pass  through  voting  rights to ADR  holders in respect of the  deposited
securities.  The Portfolio  may invest in either type of ADR.  Although the U.S.
investor  holds a  substitute  receipt of  ownership  rather than  direct  stock
certificates,  the use of the depository receipts in the United Sates can reduce
costs and delays as well as potential currency exchange and other  difficulties.
The  Portfolio may purchase  securities in local markets and direct  delivery of
these  shares  to the  local  depositary  of an ADR  agent  bank in the  foreign
country.  Simultaneously,  the ADR agents create a certificate  which settles at
the Portfolio's custodian in five days. The Portfolio may also execute trades on
the  U.S.  markets  using  existing  ADRs.  A  foreign  issuer  of the  security
underlying an ADR is generally not subject to the same reporting requirements in
the United States as a domestic issuer. Accordingly,  information available to a
U.S.  investor will be limited to the information the foreign issuer is required
to  disclose  in its  country  and the  market  value of an ADR may not  reflect
undisclosed  material  information  concerning  the  issuer  of  the  underlying
security.  ADRs may also be subject  to  exchange  rate risks if the  underlying
foreign securities are denominated in a foreign currency.

     Emerging  Markets.  The Portfolio  may invest in securities of  government,
government-related,  supranational  and  corporate  issuers  located in emerging
markets. Such investments entail significant risks as described below.

         Company  Debt.  Governments  of many  emerging  market  countries  have
exercised and continue to exercise  substantial  influence  over many aspects of
the private sector through the ownership or control of many companies, including
some of the largest in any given country. As a result, government actions in the
future  could have a  significant  effect on  economic  conditions  in  emerging
markets,  which in turn, may adversely  affect  companies in the private sector,
general market  conditions and prices and yields of certain of the securities in
the    Portfolio's    portfolio.    Expropriation,     confiscatory    taxation,
nationalization,  political,  economic or social  instability  or other  similar
developments  have  occurred  frequently  over the  history of certain  emerging
markets  and  could  adversely  affect  the  Portfolio's   assets  should  these
conditions recur.

         Foreign  currencies.  Some emerging  market  countries may have managed
currencies,  which are not free floating against the U.S.  dollar.  In addition,
there is risk that  certain  emerging  market  countries  may  restrict the free
conversion of their currencies into other currencies.  Further, certain emerging
market currencies may not be internationally traded. Certain of these currencies
have  experienced  a  steep  devaluation   relative  to  the  U.S.  dollar.  Any
devaluations in the currencies in which a Portfolio's  portfolio  securities are
denominated may have a detrimental impact on the Portfolio's net asset value.

         Inflation.  Many emerging markets have experienced substantial,  and in
some periods  extremely high,  rates of inflation for many years.  Inflation and
rapid  fluctuations in inflation rates have had and may continue to have adverse
effects on the  economies  and  securities  markets of certain  emerging  market
countries. In an attempt to control inflation, wage and price controls have been
imposed in certain  countries.  Of these countries,  some, in recent years, have
begun to control inflation through prudent economic policies.

         Liquidity; Trading Volume; Regulatory Oversight. The securities markets
of emerging market countries are  substantially  smaller,  less developed,  less
liquid  and  more  volatile  than  the  major  securities  markets  in the  U.S.
Disclosure  and  regulatory  standards are in many respects less  stringent than
U.S.  standards.  Furthermore  ,  there  is a  lower  level  of  monitoring  and
regulation of the markets and the activities of investors in such markets.

         The limited size of many emerging market securities markets and limited
trading volume in the securities of emerging  market issuers  compared to volume
of trading in the  securities  of U.S.  issuers could cause prices to be erratic
for reasons apart from factors that affect the soundness and  competitiveness of
the securities issuers. For example,  limited market size may cause prices to be
unduly influenced by traders who control large positions.  Adverse publicity and
investors'  perceptions,  whether or not based on in-depth fundamental analysis,
may decrease the value and liquidity of portfolio securities.

         The risk also exists that an  emergency  situation  may arise in one or
more emerging  markets,  as a result of which trading of securities may cease or
may be substantially curtailed and prices for the Portfolio's securities in such
markets may not be readily  available.  The Portfolio may suspend  redemption of
its shares for any period during which an emergency exists, as determined by the
SEC. If market prices are not readily available,  the Portfolio's  securities in
the affected markets will be valued at fair value determined in good faith by or
under the direction of the Board of Directors.

         Withholding.  Income from  securities  held by the  Portfolio  could be
reduced  by a  withholding  tax on the  source  or other  taxes  imposed  by the
emerging  market  countries in which the Portfolio  makes its  investments.  The
Portfolio's  net asset  value may also be  affected  by  changes in the rates or
methods of  taxation  applicable  to the  Portfolio  or to entities in which the
Portfolio has invested.  The Sub-advisor  will consider the cost of any taxes in
determining  whether to acquire any particular  investments,  but can provide no
assurance that the taxes will not be subject to change.

         Forward  Contracts.  The  Portfolio  may enter into  contracts  for the
purchase or sale of a specific  currency at a future date at a price at the time
the contract is entered into (a "Forward Contract"), for hedging purposes (e.g.,
to protect its current or intended  investments  from  fluctuations  in currency
exchange rates) as well as for non-hedging purposes.

         The  Portfolio  does not  presently  intend to hold  Forward  Contracts
entered  into until  maturity,  at which time it would be required to deliver or
accept delivery of the underlying  currency,  but will seek in most instances to
close out positions in such Contracts by entering into offsetting  transactions,
which will serve to fix the  Portfolio's  profit or loss based upon the value of
the Contracts at the time the offsetting transactions is executed.

         The Portfolio will also enter into  transactions  in Forward  Contracts
for other than hedging  purposes,  which presents  greater profit  potential but
also involves  increased  risk. For example,  the Portfolio may purchase a given
foreign  currency  through  a  Forward  Contract  if,  in the  judgement  of the
Sub-advisor, the value of such currency is expected to rise relative to the U.S.
dollar.  Conversely,  the  Portfolio  may sell the  currency  through  a Forward
Contract if the Sub-advisor believes that its value will decline relative to the
dollar.

         For an additional  discussion of Forward  Contracts see this  Statement
and the Trust's Prospectus under "certain Risk Factors and Investment Methods."

         Futures  Contracts.   The  Portfolio  may  purchase  and  sell  futures
contracts ("Future  Contracts") on stock indices,  foreign currencies,  interest
rates or interest-rate  related  instruments,  indices of foreign  currencies or
commodities.  The  Portfolio  also may purchase  and sell  Futures  Contracts on
foreign or  domestic  fixed  income  securities  or  indices of such  securities
including  municipal  bond indices and any other  indices of foreign or domestic
fixed income  securities that may become available for trading.  Such investment
strategies  will be used for  hedging  purposes  and for  non-hedging  purposes,
subject to applicable law.

         Futures  Contracts  differ  from  options  in that  they are  bilateral
agreements, with both the purchaser and the seller equally obligated to complete
the  transaction.  Futures  Contracts call for settlement only on the expiration
date and cannot be exercised at any other time during their term.

         Purchases or sales of stock index futures contracts are used to attempt
to protect the  Portfolio's  current or intended  stock  investments  from broad
fluctuations  in stock prices.  For example,  the Portfolio may sell stock index
futures  contracts in  anticipations  of or during market  decline to attempt to
offset the decrease in market value of the Portfolio's securities portfolio that
might otherwise result.  If such decline occurs,  the loss in value of portfolio
securities may be offset, in whole or in part, by gains on the futures position.
When  the  Portfolio  is  not  fully  invested  in  the  securities  market  and
anticipates a significant market advance, it may purchase stock index futures in
order to gain  rapid  market  exposure  that may,  in part or  entirely,  offset
increases in the cost of securities that the Portfolio  intends to purchase.  As
such  purchases  are made,  the  corresponding  positions in stock index futures
contracts will be closed out. In a substantial  majority of these  transactions,
the Portfolio  will purchase such  securities  upon  termination  of the futures
position,  but under unusual market  conditions,  a long futures position may be
terminated without a related purchase of securities.

         The Portfolio may purchase and sell foreign currency futures  contracts
for hedging purposes,  to attempt to protect its current or intended investments
from fluctuations in currency exchange rates. Such fluctuations could reduce the
dollar value of  portfolio  securities  denominated  in foreign  currencies,  or
increase  the dollar cost of  foreign-denominated  securities,  or increase  the
dollar cost of foreign-denominated  securities to be acquired, even if the value
of such  securities  in the  currencies  in which they are  denominated  remains
constant.  The Portfolio may sell futures contracts on a foreign  currency,  for
example,  where  it  holds  securities  denominated  in  such  currency  and  it
anticipates a decline in the value of such currency  relative to the dollar.  In
the event such decline  occurs,  the  resulting  adverse  effect on the value of
foreign-denominated  securities may be offset,  in whole or in part, by gains on
the futures contracts.

         Conversely,  the Portfolio  could protect  against a rise in the dollar
cost of  foreign-denominated  securities  to be acquired by  purchasing  futures
contracts on the relevant security, which could offset, in whole or in part, the
increased cost of such securities resulting from the rise in the dollar value of
the underlying currencies. Where the Portfolio purchases futures contracts under
such circumstances, however, and the prices of securities to be acquired instead
decline,  the Portfolio will sustain losses on its futures  position which could
reduce or eliminate the benefits of the reduced cost of portfolio  securities to
be acquired.

         For further information on Futures Contracts,  see this Statement under
"Certain Risk Factors and Investment Methods."

         Investment in Other Investment  Companies.  The Portfolio may invest in
other investment  companies,  including both open-end and closed-end  companies.
Investments  in  closed-end  investment  companies  may  involve  the payment of
substantial  premiums above the value of such  investment  companies'  portfolio
securities.

     Options. The Portfolio may invest in the following types of options,  which
involves the risks described below under the caption "Risk Factors."

         Options on Foreign  Currencies.  The  Portfolio  may purchase and write
options on foreign  currencies for hedging and non-hedging  purposes in a manner
similar to that in which  Futures  Contracts on foreign  currencies,  or Forward
Contracts,  will be utilized. For example, where a rise in the dollar value of a
currency  in which  securities  to be acquired  are  denominated  is  projected,
thereby increasing the cost of such securities,  the Portfolio may purchase call
options thereon.  The purchase of such options could offset, at least partially,
the effect of the adverse movements in exchange rates.

         Similarly,  instead of  purchasing  a call  option to hedge  against an
anticipated  increase  in the dollar  cost of  securities  to be  acquired,  the
Portfolio could write a put option on the relevant currency which, if rates move
in the manner  projected,  will expire  unexercised  and allow the  Portfolio to
hedge such  increased  cost up to the amount of the  premium.  Foreign  currency
options  written by the Portfolio  will generally be covered in a manner similar
to the covering of other types of options.

         Options of Futures Contracts. The Portfolio may also purchase and write
options  to buy or sell  those  Futures  Contracts  in  which it may  invest  as
described above under "Futures  Contracts."  Such investment  strategies will be
used for hedging  purposes and for non-hedging  purposes,  subject to applicable
law.

         Options on Futures  Contracts  that are  written  or  purchased  by the
Portfolio  on U.S.  Exchanges  are  traded  on the same  contract  market as the
underlying  Futures Contract,  and, like Futures  Contracts,  are subject to the
regulation  by  the  CFTC  and  the   performance   guarantee  of  the  exchange
clearinghouse.  In  addition,  Options  on  Futures  Contracts  may be traded on
foreign  exchanges.  The  Portfolio  may cover the  writing  of call  Options on
Futures Contracts (a) through purchases of the underlying Futures Contract,  (b)
through  ownership  of the  instrument,  or  instruments  included in the index,
underlying  the  Futures  Contract,  or (c) through the holding of a call on the
same Futures Contract and in the same principal amount as the call written where
the  exercise  price of the call held (i) is equal to or less than the  exercise
price of the call written or (ii) is greater than the exercise price of the call
written if the  Portfolio  owns  liquid  and  unencumbered  assets  equal to the
difference.  The  Portfolio  may cover the  writing  of put  Options  on Futures
Contracts (a) through sales of the underlying Futures Contract,  (b) through the
ownership of liquid and  unencumbered  assets equal to the value of the security
or index underlying the Futures Contract, or (c) through the holding of a put on
the same Futures  Contract and in the same  principal  amount as the put written
where the  exercise  price of the put held (i) is equal to or  greater  than the
exercise  price of the put written or where the  exercise  price of the put held
(ii) is less than the exercise  price of the put written if the  Portfolio  owns
liquid and unencumbered assets equal to the difference.  Put and call Options on
Futures  Contracts  may  also be  covered  in  such  other  manner  as may be in
accordance  with the rules of the  exchange  on which the  option is traded  and
applicable laws and regulations. Upon the exercise of a call Option on a Futures
Contract  written by the  Portfolio,  the Portfolio will be required to sell the
underlying  Futures  Contract which, if the Portfolio has covered its obligation
through  the  purchase of such  Contract,  will serve to  liquidate  its futures
position.  Similarly,  where a put Option on a Futures  Contract  written by the
Portfolio  is  exercised,  the  Portfolio  will  be  required  to  purchase  the
underlying  Futures  Contract which, if the Portfolio has covered its obligation
through the sale of such Contract, will close out its futures position.

         Depending on the degree of correlation  between changes in the value of
its portfolio  securities and the changes in the value of its futures positions,
the Portfolio's  losses from existing  Options on Futures  Contracts may to some
extent be reduced or increased by changes in the value of portfolio securities.

     Options on Securities.  The Portfolio may write (sell) covered put and call
options, and purchase put and call options, on securities.

         A call option  written by the  Portfolio is "covered" if the  Portfolio
owns the security  underlying the call or has an absolute and immediate right to
acquire that security without  additional cash  consideration (or for additional
cash consideration if the Portfolio owns liquid and unencumbered assets equal to
the  amount  of  cash  consideration)  upon  conversion  or  exchange  of  other
securities held in its portfolio. A call option is also covered if the Portfolio
holds a call on the same security and in the same  principal  amount as the call
written  where the exercise  price of the call held (a) is equal to or less than
the exercise price of the call written or (b) is greater than the exercise price
of the call written if the Portfolio owns liquid and  unencumbered  assets equal
to the difference. If the portfolio writes a put option it must segregate liquid
and unencumbered  assets with a value equal to the exercise price, or else holds
a put on the same security and in the same  principal  amount as the put written
where  the  exercise  price  of the put held is  equal  to or  greater  than the
exercise price of the put written or where the exercise price of the put held is
less than the exercise price of the put written if the Portfolio owns liquid and
unencumbered assets equal to the difference. Put and call options written by the
Portfolio may also be covered in such other manner as may be in accordance  with
the requirements of the exchange on which, or the  counterparty  with which, the
option is traded, and applicable laws and regulations.

         Effecting a closing  transaction  in the case of a written  call option
will  permit  the  Portfolio  to write  another  call  option on the  underlying
security with either a different  exercise price or expiration  date or both, or
in the case of a written put option will permit the  Portfolio to write  another
put option to the extent that the Portfolio owns liquid and unencumbered assets.
Such transactions  permit the Portfolio to generate  additional  premium income,
which will  partially  offset  declines in the value of portfolio  securities or
increases in the cost of  securities to be acquired.  Also,  effecting a closing
transaction  will permit the cash or proceeds  from the  concurrent  sale of any
securities  subject  to the  option  to be used  for  other  investments  of the
Portfolio,  provided that another option on such security is not written. If the
Portfolio  desires to sell a particular  security from its portfolio on which it
has written a call option,  it will effect a closing  transaction  in connection
with the option prior to or concurrent with the sale of the security.

         The  Portfolio  may write  options  in  connection  with  buy-and-write
transactions;  that is, the  Portfolio  may purchase a security and then write a
call option  against that  security.  The exercise  price of the call option the
Portfolio  determines to write will depend upon the expected  price  movement of
the  underlying  security.  The  exercise  price of a call  option  may be below
("in-the-money"),  equal to ("at-the-money") or above  ("out-of-the-money")  the
current  value of the  underlying  security  at the time the option is  written.
Buy-and-write  transactions  using in-the-money call options may be used when it
is expected that the price of the  underlying  security will decline  moderately
during the option period. Buy-and-write transactions using out-of-the-money call
options may be used when it is expected that the premiums  received from writing
the call  option plus the  appreciation  in the market  price of the  underlying
security up to the exercise price will be greater than the  appreciation  in the
price of the  underlying  security  alone.  If the call options are exercised in
such transactions,  the Portfolio's maximum gain will be the premium received by
it for writing the  option,  adjusted  upwards or  downwards  by the  difference
between the  Portfolio's  purchase price of the security and the exercise price,
less related  transaction  costs. If the options are not exercised and the price
of the underlying  security declines,  the amount of such decline will be offset
in part, or entirely, by the premium received.

         The writing of covered  put options is similar in terms of  risk/return
characteristics  to  buy-and-write  transactions.  If the  market  price  or the
underlying  security  rises or otherwise is above the  exercise  price,  the put
option will expire  worthless  and the  Portfolio's  gain will be limited to the
premium  received,  less related  transaction  costs. If the market price of the
underlying  security  declines or  otherwise is below the  exercise  price,  the
Portfolio  may elect to close the  position  or retain  the  option  until it is
exercised,  at which time the Portfolio will be required to take delivery of the
security  at the  exercise  price;  the  Portfolio's  return will be the premium
received  from the put option  minus the amount by which the market price of the
security  is  below  the  exercise   price,   which  could  result  in  a  loss.
Out-of-the-money,  at-the-money  and in-the-money put options may be used by the
Portfolio  in the  same  market  environments  that  call  options  are  used in
equivalent buy-and-write transactions.

         The  Portfolio may also write  combinations  of put and call options on
the same  security,  known as  "straddles"  with the  same  exercise  price  and
expiration date. By writing a straddle,  the Portfolio undertakes a simultaneous
obligation  to sell and purchase the same  security in the event that one of the
options  is  exercised.   If  the  price  of  the  security  subsequently  rises
sufficiently  above the  exercise  price to cover the amount of the  premium and
transaction  costs,  the call will likely be exercised and the Portfolio will be
required to sell the underlying  security at a below market price. This loss may
be offset, however, in whole or in part, by the premiums received on the writing
of the two  options.  Conversely,  if the price of the  security  declines  by a
sufficient  amount,  the put will likely be exercised.  The writing of straddles
will  likely be  effective,  therefore,  only  where  the price of the  security
remains stable and neither the call nor the put is exercised. In those instances
where one of the options is  exercised,  the loss on the purchase or sale of the
underlying security may exceed the amount of the premiums received.

         The  writing of options on  securities  will not be  undertaken  by the
Portfolio solely for hedging purposes, and could involve certain risks which are
not present in the case of hedging  transactions.  Moreover,  even where options
are written for hedging purposes,  such  transactions  constitute only a partial
hedge against declines in the value of portfolio securities or against increases
in the value of securities to be acquired,  up to the amount of the premium. The
Portfolio  may also  purchase  options for hedging  purposes or to increase  its
return.

         The  Portfolio  may also  purchase  call  options  to hedge  against an
increase in the price of securities that the Portfolio anticipates purchasing in
the future.  If such increase occurs,  the call option will permit the Portfolio
to purchase the securities at the exercise price, or to close out the options at
a profit.

         Options on Stock  Indices.  The Portfolio may write (sell) covered call
and put  options  and  purchase  call  and put  options  on stock  indices.  The
Portfolio may cover  written call options on stock indices by owning  securities
whose price  changes,  in the  opinion of the  Sub-advisor,  are  expected to be
similar to those of the underlying index, or by having an absolute and immediate
right to acquire such securities  without  additional cash consideration (or for
additional  cash  consideration  if the Portfolio  owns liquid and  unencumbered
assets equal to the amount of cash consideration) upon conversion or exchange of
other securities in its portfolio.  The Portfolio may also cover call options on
stock  indices  by  holding a call on the same  index and in the same  principal
amount  as the call  written  where the  exercise  price of the call held (a) is
equal to or less than the  exercise  price of the call written or (b) is greater
than the  exercise  price of the call  written if the  Portfolio  own liquid and
unencumbered assets equal to the difference. If the Portfolio writes put options
on stock indices,  it must segregate liquid and unencumbered assets with a value
equal to the  exercise  price,  or hold a put on the same stock index and in the
same  principal  amount as the put written  where the exercise  price of the put
held (a) is equal to or greater  than the  exercise  price of the put written or
(b) is less than the  exercise  price of the put written if the  Portfolio  owns
liquid and unencumbered assets equal to the difference.  Put and call options on
stock  indices may also be covered in such other manner as may be in  accordance
with the rules of the exchange on which,  or the  counterparty  with which,  the
option is traded and applicable laws and regulations.

         The  purchase  of call  options  on  stock  indices  may be used by the
Portfolio to attempt to reduce the risk of missing a broad market advance, or an
advance in an industry or market  segment,  at a time when the  Portfolio  holds
uninvested  cash  or  short-term  debt  securities  awaiting  investment.   When
purchasing call options for this purpose,  the Portfolio will also bear the risk
of losing  all or a portion of the  premium  paid it the value of the index does
not rise.  The purchase of call options on stock  indices when the  Portfolio is
substantially  fully  invested  is a form of  leverage,  up to the amount of the
premium  and  related  transaction  costs,  and  involves  risks  of loss and of
increased volatility similar to those involved in purchasing calls on securities
the Portfolio owns.

         The index underlying a stock index option may be a "broad-based" index,
such as the Standard & Poor's 500 Index or the New York Stock Exchange Composite
Index,  the changes in value of which  ordinarily will reflect  movements in the
stock market in general.  In contrast,  certain options may be based on narrower
market  indices,  such as the  Standard  & Poor's  100  Index,  or on indices of
securities  of  particular  industry  groups,  such as  those  of oil and gas or
technology  companies.  A stock  index  assigns  relative  values to the  stocks
included in the index and the index fluctuates with changes in the market values
of the stocks so included. The composition of the index is changed periodically.

         For an  additional  discussion  of options,  see this  Statement  under
"Certain Risk Factors and Investment Methods."

         Special Risk Factors.

Risk of  Imperfect  Correlation  of  Hedging  Instruments  with the  Portfolio's
Portfolio.  The use of  derivatives  for  "cross  hedging"  purposes  (such as a
transaction  in a  Forward  Contract  on one  currency  to hedge  exposure  to a
different  currency) may involve greater  correlation risks.  Consequently,  the
Portfolio bears the risk that the price of the portfolio securities being hedged
will  not  move in the same  amount  or  direction  as the  underlying  index or
obligation.

         It should be noted that stock index futures  contracts or options based
upon a narrower  index of  securities,  such as those of a  particular  industry
group,  may present greater risk than options or futures based on a broad market
index.  This is due to the fact that a  narrower  index is more  susceptible  to
rapid and  extreme  fluctuations  as a result of changes in the value of a small
number of securities. Nevertheless, where the Portfolio enters into transactions
in options or futures on narrowly-based indices for hedging purposes,  movements
in the value of the index should, if the hedge is successful,  correlate closely
with the portion of the Portfolio's portfolio or the intended acquisitions being
hedged.

         The trading of derivatives for hedging  purposes entails the additional
risk of imperfect  correlation  between movements in the price of the derivative
and the price of the underlying  index or  obligation.  The  anticipated  spread
between the prices may be distorted  due to the  difference in the nature of the
markets  such as  differences  in margin  requirements,  the  liquidity  of such
markets and the participation of speculators in the derivatives markets. In this
regard,  trading by  speculators  in  derivatives  has in the past  occasionally
resulted in market distortions, which may be difficult or impossible to predict,
particularly near the expiration of such instruments.

         The trading of Options on Futures  Contracts also entails the risk that
changes  in the  value of the  underlying  Futures  Contracts  will not be fully
reflected  in the  value  of the  option.  The  risk of  imperfect  correlation,
however,  generally  tends  to  diminish  as the  maturity  date of the  Futures
Contract or expiration date of the option approaches.

         Further,  with  respect  to  options  on  securities,  options on stock
indices,  options on currencies and Options on Futures Contracts,  the Portfolio
is subject to the risk of market  movements  between the time that the option is
exercised and the time of performance thereunder. This could increase the extent
of any loss suffered by the Portfolio in connection with such transactions.

         In  writing  a covered  call  option on a  security,  index or  futures
contract,  the  Portfolio  also incurs the risk that changes in the value of the
instruments  used to cover the position will not correlate  closely with changes
in the value of the option or underlying index or instrument. For example, where
the Portfolio covers a call option written on a stock index through  segregation
of securities,  such securities may not match the composition of the index,  and
the  Portfolio may not be fully  covered.  As a result,  the Portfolio  could be
subject to risk of loss in the event of adverse market movements.

         Risks of Non-Hedging Transactions. The Portfolio may enter transactions
in derivatives for non-hedging purposes as well as hedging purposes. Non-hedging
transactions in such instruments  involve greater risks and may result in losses
which may not be offset by  increases in the value of  portfolio  securities  or
declines in the cost of securities to be acquired.  Nevertheless,  the method of
covering an option  employed by the  Portfolio  may not fully protect it against
risk of loss and, in any event,  the Portfolio could suffer losses on the option
position  which  might not be  offset  by  corresponding  portfolio  gains.  The
Portfolio  may also  enter  into  futures,  Forward  Contracts  for  non-hedging
purposes.  For example,  the Portfolio  may enter into such a transaction  as an
alternative  to  purchasing  or selling the  underlying  instrument or to obtain
desired exposure to an index or market. In such instances, the Portfolio will be
exposed to the same  economic  risks  incurred  in  purchasing  or  selling  the
underlying instrument or instruments.  However, transactions in futures, Forward
Contracts may be leveraged,  which could expose the Portfolio to greater risk of
loss than such purchases or sales. Entering into transactions in derivatives for
other  than  hedging  purposes,   therefore,   could  expose  the  Portfolio  to
significant  risk of loss if the  prices,  rates  or  values  of the  underlying
instruments  or  indices  do  not  move  in  the  direction  or  to  the  extent
anticipated.

         With respect to the writing of straddles on  securities,  the Portfolio
incurs  the risk  that the  price of the  underlying  security  will not  remain
stable, that one of the options written will be exercised and that the resulting
loss  will  not  be  offset  by  the  amount  of  the  premiums  received.  Such
transactions, therefore, create an opportunity for increased return by providing
the Portfolio with two simultaneous  premiums on the same security,  but involve
additional  risk,  since the Portfolio may have an option  exercised  against it
regardless of whether the price of the security increases or decreases.

         Risk of a  Potential  Lack  of a  Liquid  Secondary  Market.  Prior  to
exercise or expiration,  a futures or option  position can only be terminated by
entering into a closing purchase or sale transaction.  In that event, it may not
be possible to close out a position  held by the  Portfolio,  and the  Portfolio
could be required to purchase or sell the instrument  underlying an option, make
or receive a cash  settlement  or meet ongoing  variation  margin  requirements.
Under such  circumstances,  if the Portfolio has insufficient  cash available to
meet margin requirements, it will be necessary to liquidate portfolio securities
or other assets at a time when it is  disadvantageous to do so. The inability to
close out options and futures positions, therefore, could have an adverse impact
on the Portfolio's ability effectively to hedge its portfolio,  and could result
in trading losses.

         The trading of Futures  Contracts  and  options is also  subject to the
risk  of  trading  halts,  suspensions,   exchange  or  clearinghouse  equipment
failures,   government   intervention,   insolvency  of  a  brokerage   firm  or
clearinghouse or other  disruptions of normal trading  activity,  which could at
times make it difficult or  impossible  to  liquidate  existing  positions or to
recover excess variation margin payments.

         Potential  Bankruptcy of a Clearinghouse or Broker.  When the Portfolio
enters into transactions in exchange-traded futures or options, it is exposed to
the risk of the potential  bankruptcy of the relevant exchange  clearinghouse or
the broker  through which the Portfolio  has effected the  transaction.  In that
event,  the Portfolio might not be able to recover amounts  deposited as margin,
or amounts owed to the Portfolio in  connection  with its  transactions,  for an
indefinite  period of time, and could sustain losses of a portion or all of such
amounts.  Moreover,  the  performance  guarantee  of an  exchange  clearinghouse
generally  extends only to its members and the Portfolio  could sustain  losses,
notwithstanding such guarantee, in the event of the bankruptcy of its broker.

         Trading and Position Limits. The exchanges on which futures and options
are traded may impose  limitations  governing the maximum number of positions on
the same side of the market and involving the same underlying  instrument  which
may be held by a single investor, whether acting alone or in concert with others
(regardless  of  whether  such  contracts  are  held on the  same  or  different
exchanges  or held or written  in one or more  accounts  or through  one or more
brokers.)  Further,  the CFTC and the various  contract markets have established
limits referred to as "speculative  position  limits" on the maximum net long or
net short position which any person may hold or control in a particular  futures
or option contract.  An exchange may order the liquidation of positions found to
be  in  violation  of  these  limits  and  it  may  impose  other  sanctions  or
restrictions.  The Sub-advisor  does not believe that these trading and position
limits will have any adverse impact on the strategies for hedging the portfolios
of the Portfolio.

         Risks of Options on Futures Contracts. The amount of risk the Portfolio
assumes when it  purchases  an Option on a Futures  Contract is the premium paid
for the  option,  plus  related  transaction  costs.  In order to profit from an
option  purchased,  however,  it may be  necessary to exercise the option and to
liquidate  the  underlying  Futures  Contract,  subject  to  the  risks  of  the
availability of a liquid offset market described herein. The writer of an Option
on a Futures  Contract  is subject to the risks of  commodity  futures  trading,
including the requirement of initial and variation margin  payments,  as well as
the additional  risk that movements in the price of the option may not correlate
with  movements  in the price of the  underlying  security,  index,  currency or
Futures Contract.

         Risks  of  Transactions  in  Foreign  Currencies  and  Over-the-Counter
Derivatives and Other Transactions Not Conducted on U.S. Exchanges. Transactions
in Forward  Contracts on foreign  currencies,  as well as futures and options on
foreign currencies and transactions  executed on foreign exchanges,  are subject
to all of  the  correlation,  liquidity  and  other  risks  outlined  above.  In
addition,  however,  such  transactions  are subject to the risk of governmental
actions  affecting  trading  in or the  prices  of  currencies  underlying  such
contracts,   which  could  restrict  or  eliminate  trading  and  could  have  a
substantial  adverse  effect on the value of  positions  held by the  Portfolio.
Further,  the value of such positions could be adversely affected by a number of
other complex political and economic factors applicable to the countries issuing
the underlying currencies.

         Further, unlike trading in most other types of instruments, there is no
systematic  reporting  of last sale  information  with  respect  to the  foreign
currencies  underlying contracts thereon. As a result, the available information
on which trading  systems will be based may not be as complete as the comparable
data on which the Portfolio makes investment and trading decisions in connection
with other  transactions.  Moreover,  because the foreign  currency  market is a
global,  24-hour  market,  events  could occur in that market  which will not be
reflected in the forward,  futures or options  market until the  following  day,
thereby  making it more difficult for the Portfolio to respond to such events in
a timely manner.

         Settlements  of  exercises  of  over-the-counter  Forward  Contracts or
foreign  currency  options  generally must occur within the country  issuing the
underlying  currency,  which in turn requires traders to accept or make delivery
of such  currencies  in  conformity  with any U.S. or foreign  restrictions  and
regulations  regarding the maintenance of foreign banking  relationships,  fees,
taxes or other charges.

         Unlike transactions  entered into by the Portfolio in Futures Contracts
and  exchange-traded   options,   on  foreign  currencies,   Forward  Contracts,
over-the-counter  options  on  securities,   swaps  and  other  over-the-counter
derivatives  are not traded on contract  markets  regulated by the CFTC or (with
the  exception of certain  foreign  currency  options) the SEC. To the contrary,
such   instruments  are  traded  through   financial   institutions   acting  as
market-makers,  although  foreign  currency  options  are also traded on certain
national securities  exchanges,  such as the Philadelphia Stock Exchange and the
Chicago   Board   Options   Exchange,   subject   to  SEC   regulation.   In  an
over-the-counter  trading  environment,  many  of the  protections  afforded  to
exchange  participants  will not be available.  For example,  there are no daily
price fluctuation  limits, and adverse market movements could therefore continue
to an  unlimited  extent over a period of time.  Although  the  purchaser  of an
option cannot lose more than the amount of the premium plus related  transaction
costs,  this entire  amount  could be lost.  Moreover,  the option  writer and a
trader of Forward Contracts could lose amounts  substantially in excess of their
initial investments,  due to the margin and collateral  requirements  associated
with such positions.

         In  addition,  over-the-counter  transactions  can only be entered into
with a financial institution willing to take the opposite side, as principal, of
the Portfolio's  position  unless the institution  acts as broker and is able to
find  another  counterparty  willing  to  enter  into the  transaction  with the
Portfolio.  Where no such counterparty is available,  it will not be possible to
enter into a desired transaction.

         Further, over-the-counter transactions are not subject to the guarantee
of an exchange clearinghouse, and the Portfolio will therefore be subject to the
risk of default by, or the bankruptcy of, the financial  institution  serving as
its  counterparty.  One  or  more  of  such  institutions  also  may  decide  to
discontinue  their role as market-makers  in a particular  currency or security,
thereby  restricting  the  Portfolio's  ability  to enter into  desired  hedging
transactions.

         Options on  securities,  options on stock indices,  Futures  Contracts,
Options on Futures Contracts and options on foreign  currencies may be traded on
exchanges located in foreign  countries.  Such transactions may not be conducted
in the same manner as those entered into on U.S.  exchanges,  and may be subject
to different margin, exercise, settlement or expiration procedures. As a result,
many of the risks of over-the-counter  trading may be present in connection with
such transactions.

         Options on foreign currencies traded on national  securities  exchanges
are within the jurisdiction of the SEC, as are other  securities  traded on such
exchanges. As a result, many of the protections provided to traders on organized
exchanges  will be available with respect to such  transactions.  In particular,
all foreign  currency  option  positions  entered into on a national  securities
exchange are cleared and  guaranteed by the Options  Clearing  Corporation  (the
"OCC"), thereby reducing the risk of counterparty default.

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

         Short  Sales  Against  The Box.  The  Portfolio  may make  short  sales
"against the box." If the  Portfolio  enters into a short sales against the box,
it is  required to  segregate  securities  equivalent  in kind and amount to the
securities  sold short (or  securities  convertible  or  exchangeable  into such
securities)  and is  required  to hold such  securities  while the short sale is
outstanding.  The Portfolio will incur transaction costs, including interest, in
connection with opening,  maintaining,  and closing short sales against the box.
For  further  information  about  this  practice,  please  refer to the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

     Short  Term  Instruments.  The  Portfolio  may hold cash and invest in cash
equivalents, such as short-term U.S. Government Securities, commercial paper and
bank instruments.

         Temporary  Defensive  Positions.   During  periods  of  unusual  market
conditions when the Sub-advisor  believes that investing for temporary defensive
purposes is appropriate,  or in order to meet anticipated redemption requests, a
large  portion or all of the assets of the  Portfolio  may be  invested  in cash
(including foreign currency) or cash equivalents, including, but not limited to,
obligations of banks (including  certificates of deposit,  bankers  acceptances,
time deposits and repurchase  agreements),  commercial paper,  short-term notes,
U.S. Government securities and related repurchase agreements.

         Warrants.  The  Portfolio  may invest in warrants.  The strike price of
warrants typically is much lower than the current market price of the underlying
securities,  yet they are  subject to similar  price  fluctuations,  in absolute
terms.  As a  result,  warrants  may  be  more  volatile  investments  than  the
underlying  securities and may offer greater potential for capital  appreciation
as well as capital loss.  Additional  information regarding warrants is included
in this  Statement and the Trust's  Prospectus  under  "Certain Risk factors and
Investment Methods."

         "When-Issued"  Securities.  The Portfolio may purchase  securities on a
"when-issued," "forward commitment," or "delayed delivery basis." The commitment
to purchase a security  for which  payment  will be made on a future date may be
deemed a separate security.  While awaiting delivery of securities  purchased on
such basis, the Portfolio will identify liquid and unencumbered  assets equal to
its forward delivery commitment.

         For more  information  about  when-issued  securities,  please see this
Statement under "Certain Risk Factors and Investment Methods."

AST INVESCO Equity Income Portfolio:

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

Investment Policies:

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

         In pursuing its investment objective, the Portfolio normally invests at
least 65% of its total assets in dividend paying common and preferred stocks. Up
to 30% of the  Portfolio's  assets may be invested in equity  securities that do
not  pay  regular  dividends.   The  remaining  assets  are  invested  in  other
income-producing  securities,  such as corporate bonds.  Sometimes  warrants are
acquired  when offered with  income-producing  securities,  but the warrants are
disposed of at the first favorable  opportunity.  Acquiring  warrants involves a
risk that the Portfolio will lose the premium it pays to acquire warrants if the
Portfolio  does not exercise a warrant  before it expires.  The major portion of
the investment  portfolio normally consists of common stocks,  convertible bonds
and debentures,  and preferred  stocks;  however,  there may also be substantial
holdings of debt  securities,  including  non-investment  grade and unrated debt
securities.

         Debt Securities. The debt securities in which the Portfolio invests are
generally subject to two kinds of risk, credit risk and market risk. The ratings
given a debt  security  by  Moody's  and  Standard  & Poor's  ("S&P")  provide a
generally useful guide as to such credit risk. The lower the rating given a debt
security by such rating service, the greater the credit risk such rating service
perceives  to exist with  respect  to such  security.  Increasing  the amount of
Portfolio  assets invested in unrated or lower grade (Ba or less by Moody's,  BB
or less by S&P) debt  securities,  while intended to increase the yield produced
by the Portfolio's debt securities,  will also increase the credit risk to which
those debt securities are subject.

         Lower-rated  debt  securities  and  non-rated  securities of comparable
quality  tend to be subject to wider  fluctuations  in yields and market  values
than higher  rated debt  securities  and may have  speculative  characteristics.
Although  the  Portfolio  may invest in debt  securities  assigned  lower  grade
ratings by S&P or Moody's,  the  Portfolio's  investments  have  generally  been
limited  to debt  securities  rated B or higher by either S&P or  Moody's.  Debt
securities  rated  lower  than  B  by  either  S&P  or  Moody's  may  be  highly
speculative. The Sub-advisor intends to limit such portfolio investments to debt
securities  which are not believed by the  Sub-advisor to be highly  speculative
and which are rated at least CCC or Caa,  respectively,  by S&P or  Moody's.  In
addition,  a significant  economic  downturn or major increase in interest rates
may well result in issuers of lower-rated debt securities experiencing increased
financial  stress which would  adversely  affect their  ability to service their
principal and interest  obligations,  to meet projected  business goals,  and to
obtain additional  financing.  While the Sub-advisor attempts to limit purchases
of  lower-rated  debt  securities to  securities  having an  established  retail
secondary  market,  the market for such  securities  may not be as liquid as the
market for higher rated debt securities. For an additional discussion of certain
risks involved in lower-rated or unrated securities,  see this Statement and the
Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         Lending Portfolio Securities.  The Portfolio may lend its securities to
qualified brokers, dealers, banks, or other financial institutions. While voting
rights may pass with the loaned securities,  if a material event (e.g., proposed
merger,  sale of assets,  or liquidation) is to occur affecting an investment on
loan, the loan must be called and the securities voted. Loans of securities made
by the Portfolio will comply with all other applicable regulatory  requirements,
including the rules of the New York Stock Exchange and the  requirements  of the
1940 Act and the rules of the SEC thereunder.

AST AIM Balanced Portfolio:

Investment Objective:  The investment objective of the Portfolio is to provide a
well-diversified  portfolio of stocks that will produce both capital  growth and
current income.

Investment Policies:

         The Portfolio,  investing in both equity and debt securities,  acquires
securities in the over-the-counter  market and on national securities exchanges,
and acquires bonds in new offerings or in principal trades with  broker-dealers.
Ordinarily,  the Portfolio  does not purchase  securities  with the intention of
engaging in short-term trading.  However,  any particular security will be sold,
and the proceeds  reinvested,  whenever  such action is deemed  prudent from the
viewpoint of the  Portfolio's  investment  objective,  regardless of the holding
period of that security.

         Short-Term Investments. A portion of the Portfolio's assets may be held
in  cash  and  high  quality,   short-term  money  market  instruments  such  as
certificates of deposit, commercial paper, bankers' acceptances, short-term U.S.
Government  obligations,   taxable  municipal  securities,   master  notes,  and
repurchase  agreements,  pending  investment  in portfolio  securities,  to meet
anticipated  short-term  cash needs such as dividend  payments or redemptions of
shares, or for temporary defensive purposes.  Such investments generally will be
"Eligible  Securities"  within the meaning of Rule 2a-7 under the 1940 Act, will
have maturities of 90 days or less, and will be held to maturity.  The Portfolio
is not limited to investing in money  market  instruments  that are "First Tier"
securities as defined in Rule 2a-7.

         U.S. Government securities may take the form of participation interests
in, and may be evidenced  by,  deposit or  safekeeping  receipts.  Participation
interests are pro rata interests in U.S.  Government  securities.  The Portfolio
may acquire participation interests in pools of mortgages sold by the Government
National   Mortgage   Association   ("GNMA"),   the  Federal  National  Mortgage
Association  ("FNMA")  and the Federal Home Loan Banks.  Instruments  evidencing
deposit or safekeeping  are  documentary  receipts for such original  securities
held in custody by others.

         U.S.  Government  securities,  including  those that are  guaranteed by
federal  agencies  or  instrumentalities,  may or may not be backed by the "full
faith and  credit"  of the  United  States.  Some  securities  issued by federal
agencies or instrumentalities  are only supported by the credit of the agency or
instrumentality  (such as the  Federal  Home Loan  Banks)  while  others have an
additional line of credit with the U.S.  Treasury (such as FNMA). In the case of
securities  not backed by the full faith and  credit of the United  States,  the
Portfolio  must look  principally  to the  agency  issuing or  guaranteeing  the
obligation for ultimate  repayment and may not be able to assert a claim against
the United  States  itself in the event the agency or  instrumentality  does not
meet its commitments.

         Debt Securities.  Most debt securities  purchased by the Portfolio will
be rated Baa or better by Moody's Investors Service,  Inc. ("Moody's") or BBB or
better by Standard & Poor's Ratings Services  ("S&P") or, if unrated,  deemed to
be of comparable  quality by the Sub-advisor,  although the Portfolio may invest
to a limited extent in lower-rated  securities.  The fixed income  securities in
which  the   Portfolio   invests  may  include  U.S.   Government   obligations,
mortgage-backed securities, asset-backed securities, bank obligations, corporate
debt  obligations and unrated  obligations,  including those of foreign issuers.
The Portfolio  may, in pursuit of its  objective,  invest up to 10% of its total
assets in debt  securities  rated  lower than Baa by Moody's or BBB by S&P (or a
comparable  rating  of  any  other  nationally  recognized   statistical  rating
organizations  "NRSROs") or unrated securities  determined by the Sub-advisor to
be  of  comparable   quality  ("junk  bonds").   Junk  bonds  have   speculative
characteristics that are likely to increase in number and significance with each
successive lower rating category.  Additional information about lower-rated debt
securities  and  their  risks is  included  in this  Statement  and the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Real Estate Investment Trusts ("REITs").  To the extent consistent with
its investment objective and policies, the Portfolio may invest up to 25% of its
total assets and in equity and/or debt securities issued by REITs.

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

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

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

         Lending  Portfolio  Securities.  Consistent with applicable  regulatory
requirements,  the Portfolio may lend its  portfolio  securities.  The Portfolio
would continue to receive the income on loaned securities and would, at the same
time,  earn  interest on the loan  collateral  or on the  investment of the loan
collateral  if it were cash.  Lending  securities  entails a risk of loss to the
Portfolio  if and to the extent that the market value of the  securities  loaned
were to increase  and the lender did not increase  the  collateral  accordingly.
Other risks and  limitations  of lending  portfolio  securities are discussed in
this  Statement  and the Trust's  Prospectus  under  "Certain  Risk  Factors and
Investment Methods."

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

         The Portfolio will make a short sale, as a hedge, when it believes that
the  price of a  security  may  decline,  causing  a  decline  in the value of a
security owned by the Portfolio or a security  convertible  into or exchangeable
for such  security.  In such case,  any future  losses in the  Portfolio's  long
position should be reduced by a gain in the short position. Conversely, any gain
in the long  position  should be  reduced by a loss in the short  position.  The
extent to which such gains or losses are reduced  will depend upon the amount of
the  security  sold short  relative  to the amount the  Portfolio  owns,  either
directly or indirectly,  and, in the case where the Portfolio  owns  convertible
securities,  changes in the conversion  premium.  In  determining  the number of
shares  to be  sold  short  against  a  Portfolio's  position  in a  convertible
security,  the anticipated  fluctuation in the conversion premium is considered.
The Portfolio may also make short sales to generate  additional  income from the
investment of the cash proceeds of short sales.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Delayed-Delivery   Agreements.  The  Portfolio  may  purchase  or  sell
securities on a  delayed-delivery  basis.  Delayed-delivery  agreements  involve
commitments  by the  Portfolio  to dealers or issuers to acquire  securities  or
instruments at a specified future date beyond the customary same-day  settlement
for such securities or instruments.  These commitments may fix the payment price
and interest rate to be received on the investment.  Delayed-delivery agreements
will not be used as a speculative or leverage  technique.  Rather,  from time to
time,  the  Sub-advisor  can anticipate  that cash for investment  purposes will
result from,  among other things,  scheduled  maturities  of existing  portfolio
instruments  or from net sales of shares of the  Portfolio.  To assure  that the
Portfolio  will be as fully  invested  as possible  in  instruments  meeting its
investment objective, the Portfolio may enter into delayed-delivery  agreements,
but only to the extent of anticipated  funds  available for investment  during a
period of not more than five  business  days.  Until the  settlement  date,  the
Portfolio will segregate liquid assets of a dollar value sufficient at all times
to make  payment for the  delayed-delivery  securities.  No more than 25% of the
Portfolio's  total assets will be committed to  delayed-delivery  agreements and
when-issued securities, as described below. The delayed-delivery securities will
be  recorded  as  an  asset  of  the  Portfolio.   The  purchase  price  of  the
delayed-delivery securities is a liability of the Portfolio until settlement. If
cash is not available to the Portfolio at the time of settlement,  the Portfolio
may be required to dispose of portfolio  securities that it would otherwise hold
to  maturity  in  order  to meet  its  obligation  to  accept  delivery  under a
delayed-delivery  agreement. Absent extraordinary  circumstances,  the Portfolio
will  not  sell or  otherwise  transfer  delayed-delivery  securities  prior  to
settlement.

         Additional  information  about  delayed-delivery  agreements  and their
risks is included in this Statement and in the Trust's Prospectus under "Certain
Risk Factors and Investment Methods."

         When-Issued  Securities.  The  Portfolio  may purchase  securities on a
"when-issued"  basis;  that is, the date for  delivery  of and  payment  for the
securities is not fixed at the date of purchase, but is set after the securities
are issued (normally within  forty-five days after the date of the transaction).
The  payment  obligation  and, if  applicable,  the  interest  rate that will be
received  on the  securities  are  fixed at the time the buyer  enters  into the
commitment.  No additional  when-issued  commitments will be made if as a result
more than 25% of a Portfolio's  total assets would become committed to purchases
of when-issued securities and delayed delivery agreements.

         If the Portfolio purchases a when-issued  security,  it will direct the
its custodian bank to  collateralize  the when-issued  commitment by segregating
liquid assets in the same fashion as required for a delayed-delivery  agreement.
Such segregated liquid assets will likewise be marked-to-market,  and the amount
segregated will be increased if necessary to maintain  adequate  coverage of the
when-issued commitments.  To the extent assets are segregated,  they will not be
available for new investments or to meet redemptions.

         Securities  purchased on a when-issued basis and the securities held by
the  Portfolio  are subject to changes in market  value based upon the  public's
perception of the creditworthiness of the issuer and, if applicable,  changes in
the  level  of  interest  rates.  Therefore,  if  the  Portfolio  is  to  remain
substantially  fully invested at the same time that it has purchased  securities
on a when-issued basis, there will be a possibility that the market value of the
Portfolio's  assets will fluctuate to a greater  degree.  Furthermore,  when the
time  comes  for  the  Portfolio  to  meet  its  obligations  under  when-issued
commitments, the Portfolio will do so by using then-available cash flow, by sale
of the segregated  liquid assets,  by sale of other  securities or,  although it
would not  normally  expect to do so, by directing  the sale of the  when-issued
securities  themselves  (which may have a market value  greater or less than the
Portfolio's payment obligation).

         Additional  information about when-issued  transactions and their risks
is included in this Statement and in the Trust's  Prospectus under "Certain Risk
Factors and Investment Methods."

         Investments in Foreign  Securities.  The Portfolio may invest up to 20%
of its  total  assets  in  foreign  securities.  To the  extent  it  invests  in
securities  denominated in foreign currencies,  the Portfolio bears the risks of
changes in the exchange rates between U.S. currency and the foreign currency, as
well as the availability and status of foreign securities markets. The Portfolio
may invest in  securities  of foreign  issuers  that are in the form of American
Depositary Receipts ("ADRs"),  European  Depositary Receipts ("EDRs"),  or other
securities  representing  underlying  securities  of foreign  issuers,  and such
investments  are  treated as  foreign  securities  for  purposes  of  percentage
limitations on investments in foreign securities.

         Investments by the Portfolio in foreign securities, whether denominated
in U.S. currencies or foreign currencies, may entail risks that are greater than
those  associated with domestic  investments.  The risks of investing in foreign
securities are discussed in detail in this Statement and the Trust's  Prospectus
under "Certain Risk Factors and Investment Methods."

         Foreign Exchange  Transactions.  The Portfolio has authority to deal in
foreign exchange between currencies of the different  countries in which it will
invest either for the settlement of transactions or as a hedge against  possible
variations in the foreign exchange rates between those  currencies.  This may be
accomplished through direct purchases or sales of foreign currency, purchases of
options on futures contracts with respect to foreign  currency,  and contractual
agreements to purchase or sell a specified  currency at a specified  future date
(up to one year) at a price set at the time of the  contract.  Such  contractual
commitments may be forward contracts entered into directly with another party or
exchange traded futures contracts.

         The  Portfolio  may  purchase  and sell  options on futures  contracts,
forward  contracts or futures  contracts  that are  denominated  in a particular
foreign  currency  to hedge the risk of  fluctuations  in the  value of  another
currency.  The  Portfolio's  dealings  in  foreign  exchange  will be limited to
hedging foreign currency  exposure and may involve either specific  transactions
or portfolio  positions.  Transaction hedging is the purchase or sale of foreign
currency  with  respect to specific  receivables  or  payables of the  Portfolio
accruing in connection  with the purchase or sale of its  portfolio  securities,
the sale and redemption of shares of the Portfolio,  or the payment of dividends
and distributions by the Portfolio.  Position hedging is the purchase or sale of
foreign  currency with respect to portfolio  security  positions (or  underlying
portfolio  security  positions,  such as in an ADR)  denominated  or quoted in a
foreign currency. The Portfolio will not speculate in foreign exchange, and will
not commit a larger  percentage of its total assets to foreign  exchange  hedges
than  the  percentage  of its  total  assets  that  it  can  invest  in  foreign
securities.

         Additional  information about the various foreign currency transactions
that the Portfolio may enter into and their risks is included in this  Statement
and in the  Trust's  Prospectus  under  "Certain  Risk  Factors  and  Investment
Methods."

         Borrowings.  The  Portfolio  may borrow money to a limited  extent from
banks for temporary or emergency  purposes subject to the limitations  under the
1940 Act.  The  Portfolio  will not  purchase  additional  securities  while any
borrowings are outstanding.  Additional  information about borrowing is included
in the Trust's Prospectus under "Certain Risk Factors and Investment Methods."

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

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

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

AST American Century Strategic Balanced Portfolio:

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

Investment Policies:

         In general,  within the restrictions  outlined herein,  the Sub-advisor
has broad  powers with respect to  investing  funds or holding them  uninvested.
Investments are varied according to what is judged  advantageous  under changing
economic conditions.  It will be the policy of the Sub-advisor to retain maximum
flexibility in management without restrictive provisions as to the proportion of
one or another  class of securities  that may be held subject to the  investment
restrictions  described below. However, the Sub-advisor may invest the assets of
the Portfolio in varying amounts in other instruments and in senior  securities,
such as bonds, debentures,  preferred stocks and convertible issues, when such a
course  is deemed  appropriate  in order to  attempt  to  attain  its  financial
objectives.  Senior  securities  that,  in the opinion of the  Sub-advisor,  are
high-grade issues may also be purchased for defensive purposes.

         The  above  statement  of  investment   policy  gives  the  Sub-advisor
authority to invest in securities  other than common stocks and traditional debt
and   convertible   issues.   The  Sub-advisor  may  invest  in  master  limited
partnerships (other than real estate  partnerships) and royalty trusts which are
traded on domestic stock exchanges when such investments are deemed  appropriate
for the attainment of the Portfolio's investment objectives.

         The  Sub-advisor  will invest  approximately  60% of the  Portfolio  in
common  stocks  and  the  balance  in  fixed  income  securities.  Common  stock
investments  are  described  above.  The fixed  income  assets  will be invested
primarily in investment grade securities.  The Portfolio may invest up to 10% of
its  fixed  income  assets  in high  yield  securities.  There  are no credit or
maturity  restrictions  on the fixed income  securities  in which the high yield
portion of the Portfolio may be invested. The Portfolio may invest in securities
of  the  United  States  government  and  its  agencies  and  instrumentalities,
corporate,   sovereign  government,   municipal,   mortgage-backed,   and  other
asset-backed  securities.  For  purposes of  determining  the  weighted  average
maturity of the fixed income portion of the Portfolio,  the Sub-advisor will use
weighted  average  life as the measure of maturity for all  mortgage-backed  and
asset-backed  securities.  It can be expected that the  Sub-advisor  will invest
from time to time in bonds and preferred stock convertible into common stock.

         Forward Currency Exchange Contracts. The Portfolio conducts its foreign
currency exchange  transactions  either on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign  currency  exchange  market,  or through entering
into forward  foreign  currency  exchange  contracts to purchase or sell foreign
currencies.

         The Portfolio expects to use forward contracts under two circumstances:
(1) when the Sub-advisor wishes to "lock in" the U.S. dollar price of a security
when the Portfolio is purchasing or selling a security  denominated in a foreign
currency,  the Portfolio would be able to enter into a forward contract to do so
("transaction  hedging"); (2) when the Sub-advisor believes that the currency of
a particular  foreign country may suffer a substantial  decline against the U.S.
dollar,  the  Portfolio  would be able to enter into a forward  contract to sell
foreign currency for a fixed U.S. dollar amount  approximating the value of some
or all of the Portfolio's  securities  either  denominated in, or whose value is
tied to, such foreign currency ("portfolio hedging"). It is anticipated that the
Portfolio will enter into portfolio hedges much less frequently than transaction
hedges.

         As to transaction  hedging,  when the Portfolio enters into a trade for
the purchase or sale of a security denominated in a foreign currency,  it may be
desirable to establish (lock in) the U.S.  dollar cost or proceeds.  By entering
into  forward  contracts  in U.S.  dollars for the purchase or sale of a foreign
currency involved in an underlying security  transaction,  the Portfolio will be
able to protect  itself  against a possible  loss between  trade and  settlement
dates  resulting  from the adverse change in the  relationship  between the U.S.
dollar at the subject foreign currency.

         Under  portfolio  hedging,  when  the  Sub-advisor  believes  that  the
currency of a particular  country may suffer a substantial  decline  relative to
the U.S. dollar, the Portfolio could enter into a foreign contract to sell for a
fixed dollar amount the amount in foreign currencies  approximating the value of
some or all of its portfolio securities either denominated in, or whose value is
tied to, such foreign  currency.  The  Portfolio  will place cash or  high-grade
liquid  securities  in a  separate  account  with  its  custodian  in an  amount
sufficient  to cover  its  obligation  under the  contract.  If the value of the
securities  placed  in  the  separate  account  declines,   additional  cash  or
securities  will be placed in the  account on a daily basis so that the value of
the account  equals the amount of the  Portfolio's  commitments  with respect to
such contracts.  At any given time, no more than 10% of the  Portfolio's  assets
will be committed to a segregated  account in connection with portfolio  hedging
transactions.

         The precise matching of forward  contracts in the amounts and values of
securities  involved  would not generally be possible since the future values of
such foreign  currencies will change as a consequence of market movements in the
values of those securities between the date the forward contract is entered into
and the date it matures.  Predicting  short-term  currency  market  movements is
extremely difficult, and the successful execution of short-term hedging strategy
is  highly  uncertain.  The  Sub-advisor  does not  intend  to enter  into  such
contracts  on a regular  basis.  Normally,  consideration  of the  prospect  for
currency parities will be incorporated into the long-term  investment  decisions
made  with  respect  to  overall   diversification   strategies.   However,  the
Sub-advisor believes that it is important to have flexibility to enter into such
forward contracts when it determines that the Portfolio 's best interests may be
served.

         Generally,  the Portfolio will not enter into a forward contract with a
term of greater  than one year.  At the  maturity of the forward  contract,  the
Portfolio  may either  sell the  portfolio  security  and make  delivery  of the
foreign currency,  or it may retain the security and terminate the obligation to
deliver the foreign currency by purchasing an "offsetting" forward contract with
the same  currency  trader  obligating  the  Portfolio to purchase,  on the same
maturity date, the same amount of the foreign currency.

         It is impossible  to forecast with absolute  precision the market value
of the  Portfolio's  securities  at the  expiration  of  the  forward  contract.
Accordingly,  it may be  necessary  for the  Portfolio  to  purchase  additional
foreign  currency on the spot market (and bear the expense of such  purchase) if
the market value of the security is less than the amount of foreign currency the
Portfolio is obligated to deliver and if a decision is made to sell the security
and make delivery of the foreign currency the Portfolio is obligated to deliver.
For an additional  discussion of forward currency exchange contracts and certain
risks  involved  therein,  see this Statement and the Trust's  Prospectus  under
"Certain Risk Factors and Investment Methods."

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

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

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

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

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

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

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

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

         Futures and Options.  The Portfolio  may enter into futures  contracts,
options or options on futures contracts.  The Portfolio may not, however,  enter
into  a  futures  transaction  for  speculative  purposes.   Generally,  futures
transactions will be used to:

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

o    protect  against the risk of an increase in market value for  securities in
     which the Portfolio  generally  invests at a time when the Portfolio is not
     fully-invested (taking a long futures position), or

o    provide a temporary  substitute for the purchase of an individual  security
     that may be purchased in an orderly fashion.

Some futures and options  strategies,  such as selling futures,  buying puts and
writing calls,  hedge the Portfolio's  investments  against price  fluctuations.
Other strategies, such as buying futures, writing puts and buying calls, tend to
increase market exposure.

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

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

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

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

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

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

         Investments in Companies with Limited Operating History.  The Portfolio
may invest in the  securities of issuers with limiting  operating  history.  The
Sub-advisor  considers  an issuer to have a limited  operating  history  if that
issuer has a record of less than three years of continuous operation.

         Investments in securities of issuers with limited operating history may
involve greater risks than investments in securities of more mature issuers.  By
their  nature,  such issuers  present  limited  operating  history and financial
information upon which the manager may base its investment decision on behalf of
the  Portfolio.  In addition,  financial and other  information  regarding  such
issuers, when available, may be incomplete or inaccurate.

         The  Portfolio  will not invest more than 5% of its total assets in the
securities  of  issuers  with  less than a  three-year  operating  history.  The
Sub-advisor   will   consider   periods   of  capital   formation,   incubation,
consolidation,  and research and development in determining whether a particular
issuer has a record of three years of continuous operation.

         Short Sales. The Portfolio may engage in short sales if, at the time of
the short sale,  the Portfolio  owns or has the right to acquire an equal amount
of the security being sold short at no additional cost.

         In a short sale, the seller does not immediately deliver the securities
sold and is said to have a short  position in those  securities  until  delivery
occurs.  To make delivery to the  purchaser,  the executing  broker  borrows the
securities being sold short on behalf of the seller. While the short position is
maintained,  the seller  collateralizes its obligation to deliver the securities
sold  short in an  amount  equal  to the  proceeds  of the  short  sale  plus an
additional  margin amount  established  by the Board of Governors of the Federal
Reserve.  If the Portfolio engages in a short sale, the collateral  account will
be maintained by the  Portfolio's  custodian.  While the short sale is open, the
Portfolio  will  maintain  in  a  segregated  custodial  account  an  amount  of
securities  convertible into, or exchangeable for, such equivalent securities at
no additional  cost.  These  securities  would  constitute the Portfolio's  long
position.

         If the Portfolio sells short  securities that it owns, any future gains
or losses in the  Portfolio's  long position should be reduced by a gain or loss
in the short  position.  The extent to which  such  gains or losses are  reduced
would depend upon the amount of the security  sold short  relative to the amount
the  Portfolio  owns.  There  will  be  certain  additional   transaction  costs
associated  with short sales,  but the  Portfolio  will endeavor to offset these
costs with income from the investment of the cash proceeds of short sales.

         Portfolio  Turnover.  The Sub-advisor will purchase and sell securities
without  regard  to  the  length  of  time  the  security  has  been  held  and,
accordingly,  it can be  expected  that the rate of  portfolio  turnover  may be
substantial.

         The  Sub-advisor  intends to  purchase a given  security  whenever  the
Sub-advisor  believes  it  will  contribute  to  the  stated  objective  of  the
Portfolio,  even if the same security has only recently been sold. The Portfolio
will sell a given security,  no matter for how long or for how short a period it
has been held,  and no matter whether the sale is at a gain or at a loss, if the
Sub-advisor  believes that it is not  fulfilling  its purpose,  either  because,
among other things,  it did not live up to the  Sub-advisor's  expectations,  or
because it may be replaced with another  security  holding greater  promise,  or
because it has  reached  its  optimum  potential,  or because of a change in the
circumstances  of a  particular  company  or  industry  or in  general  economic
conditions, or because of some combination of such reasons.

         When a general decline in security  prices is  anticipated,  the equity
portion of the Portfolio may decrease or eliminate  entirely its equity position
and increase its cash position,  and when a rise in price levels is anticipated,
it may increase its equity position and decrease its cash position.  However, it
should be  expected  that the  Portfolio  will,  under  most  circumstances,  be
essentially fully invested in equity securities.

         Since investment decisions are based on the anticipated contribution of
the security in question to the  Portfolio's  objectives,  the rate of portfolio
turnover is  irrelevant  when the  Sub-advisor  believes a change is in order to
achieve those  objectives,  and the Portfolio's  annual portfolio  turnover rate
cannot be anticipated and may be comparatively  high. Since the Sub-advisor does
not take portfolio  turnover rate into account in making  investment  decisions,
(1) the  Sub-advisor  has no intention of  accomplishing  any particular rate of
portfolio turnover, whether high or low, and (2) the portfolio turnover rates in
the past should not be considered as a representation of the rates which will be
attained in the future.

         Collateralized   Mortgage   Obligations.    The   Portfolio   may   buy
collateralized  mortgage obligations  ("CMOs").  The Portfolio may buy CMOs that
are: (i)  collateralized by pools of mortgages in which payment of principal and
interest of each mortgage is guaranteed by an agency or  instrumentality  of the
U.S.  government;  (ii) collateralized by pools of mortgages in which payment of
principal  and  interest  are  guaranteed  by the issuer,  and the  guarantee is
collateralized by U.S. government  securities;  or (iii) securities in which the
proceeds  of the issue are  invested  in  mortgage  securities  and  payments of
principal   and  interest   are   supported  by  the  credit  of  an  agency  or
instrumentality of the U.S.  government.  For a discussion of CMOs and the risks
involved therein,  see the Company's  Prospectus under "Certain Risk Factors and
Investment Methods."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  limitations are applicable to the AST American Century  Strategic
Balanced Portfolio. These limitations are not "fundamental" restrictions and may
be changed by the Trustees without shareholder approval. The Portfolio will not:

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

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

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

4.   Invest for control or for management.

AST T. Rowe Price Asset Allocation Portfolio:

Investment  Objective:  The  investment  objective of the Portfolio is to seek a
high level of total return by  investing  primarily  in a  diversified  group of
fixed-income and equity securities.

Investment  Policies:  The Portfolio's  share price will fluctuate with changing
market conditions and interest rate levels and your investment may be worth more
or less when redeemed than when  purchased.  The Portfolio  should not be relied
upon for short-term  financial needs, nor used to play short-term  swings in the
stock or bond markets.  The Portfolio  cannot guarantee that it will achieve its
investment objectives. Fixed income securities in which the Portfolio may invest
include, but are not limited to, those described below.

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

         U.S.  Government  Agency  Securities.  Issued  or  guaranteed  by  U.S.
Government sponsored enterprises and federal agencies.  These include securities
issued  by  the  Federal  National  Mortgage  Association,  Government  National
Mortgage  Association,  Federal Home Loan Bank, Federal Land Banks, Farmers Home
Administration,  Banks for  Cooperatives,  Federal  Intermediate  Credit  Banks,
Federal Financing Bank, Farm Credit Banks, the Small Business  Association,  and
the Tennessee  Valley  Authority.  Some of these securities are supported by the
full faith and credit of the U.S. Treasury, and the remainder are supported only
by the credit of the instrumentality,  which may or may not include the right of
the issuer to borrow from the Treasury.

     Bank Obligations.  Certificates of deposit, bankers' acceptances, and other
short-term debt obligations.  Certificates of deposit are short-term obligations
of commercial banks. A bankers' acceptance is a time draft drawn on a commercial
bank  by  a  borrower,  usually  in  connection  with  international  commercial
transactions.  Certificates  of deposit  may have fixed or variable  rates.  The
Portfolio  may  invest in U.S.  banks,  foreign  branches  of U.S.  banks,  U.S.
branches of foreign banks and foreign branches of foreign banks.

     Savings and Loan Obligations.  Negotiable certificates of deposit and other
short-term debt obligations of savings and loan associations.

     Supranational  Entities. The Portfolio may also invest in the securities of
certain supranational entities, such as the International Development Bank.

         Mortgage-Backed  Securities.  Mortgage-backed securities are securities
representing interest in a pool of mortgages. After purchase by the Portfolio, a
security  may cease to be rated or its rating may be reduced  below the  minimum
required for  purchase by the  Portfolio.  Neither  event will require a sale of
such security by the  Portfolio.  However,  the  Sub-advisor  will consider such
event in its  determination of whether the Portfolio should continue to hold the
security. To the extent that the ratings given by Moody's or S&P may change as a
result of changes in such  organizations or their rating systems,  the Portfolio
will  attempt  to  use  comparable  ratings  as  standards  for  investments  in
accordance with the investment policies continued in the Trust's Prospectus. For
a discussion of  mortgage-backed  securities and certain risks involved therein,
see this  Statement and the Trust's  Prospectus  under "Certain Risk Factors and
Investment Methods."

         Collateralized  Mortgage Obligations (CMOs). CMOs are obligations fully
collateralized  by a portfolio  of  mortgages  or  mortgage-related  securities.
Payments of principal and interest on the  mortgages  are passed  through to the
holders of the CMOs on the same schedule as they are received,  although certain
classes  of CMOs have  priority  over  others  with  respect  to the  receipt of
prepayments on the mortgages.  Therefore, depending on the type of CMOs in which
a Portfolio  invests,  the investment may be subject to a greater or lesser risk
of prepayment than other types of mortgage-related securities. For an additional
discussion  of  CMOs  and  certain  risks  involved  therein,  see  the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         Asset-Backed  Securities.  The  Portfolio  may  invest a portion of its
assets in debt obligations known as asset-backed securities.  The credit quality
of most asset-backed  securities  depends primarily on the credit quality of the
assets  underlying such securities,  how well the entity issuing the security is
insulated  from  the  credit  risk of the  originator  or any  other  affiliated
entities  and the amount  and  quality of any  credit  support  provided  to the
securities.  The rate of principal payment on asset-backed  securities generally
depends on the rate of  principal  payments  received on the  underlying  assets
which in turn may be affected by a variety of economic and other  factors.  As a
result,  the yield on any  asset-backed  security is  difficult  to predict with
precision and actual yield to maturity may be more or less than the  anticipated
yield to maturity.

                  Automobile Receivable Securities.  The Portfolio may invest in
asset-backed  securities  which are backed by  receivables  from  motor  vehicle
installment  sales  contracts or  installment  loans  secured by motor  vehicles
("Automobile Receivable Securities").

                  Credit Card Receivable Securities. The Portfolio may invest in
asset-backed  securities  backed  by  receivables  from  revolving  credit  card
agreements ("Credit Card Receivable Securities").

                  Other Assets.  The Sub-advisor  anticipates that  asset-backed
securities  backed by assets other than those  described above will be issued in
the future.  The Portfolio  may invest in such  securities in the future if such
investment is otherwise  consistent with its investment  objective and policies.
For a  discussion  of these  securities,  see  this  Statement  and the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

         In addition to the investments described in the Trust's Prospectus, the
Portfolio may invest in the following:

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

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

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

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

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

         The  Portfolio  will  realize a profit or loss from a closing  purchase
transaction  if the cost of the  transaction  is less or more  than the  premium
received from the writing of the option.  Because  increases in the market price
of a call option will  generally  reflect  increases  in the market price of the
underlying  security or currency,  any loss  resulting  from the repurchase of a
call  option is likely to be offset in whole or in part by  appreciation  of the
underlying security or currency owned by the Portfolio.

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

         Writing  Covered  Put  Options.  The  Portfolio  may write  American or
European  style  covered put options and  purchase  options to close out options
previously written by the Portfolio.

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

         The Portfolio will not write a covered put option if, as a result,  the
aggregate market value of all portfolio securities or currencies covering put or
call options exceeds 25% of the market value of the  Portfolio's net assets.  In
calculating  the 25% limit,  the  Portfolio  will  offset,  against the value of
assets covering written puts and calls, the value of purchased puts and calls on
identical  securities  or  currencies.  For a  discussion  of options,  see this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Purchasing Put Options. The Portfolio may purchase American or European
style put options.  The Portfolio may enter into closing sale  transactions with
respect to such options,  exercise them or permit them to expire.  The Portfolio
may purchase put options for defensive  purposes in order to protect  against an
anticipated decline in the value of its securities or currencies.  An example of
such use of put  options is  provided  in this  Statement  under  "Certain  Risk
Factors and Investment Methods."

         The  Portfolio  will not commit  more than 5% of its assets to premiums
when  purchasing  call and put options.  The  Portfolio  may also  purchase call
options  on  underlying  securities  or  currencies  it owns in order to protect
unrealized gains on call options  previously  written by it. A call option would
be purchased for this purpose where tax  considerations  make it  inadvisable to
realize such gains through a closing purchase transaction. Call options may also
be purchased at times to avoid realizing losses.

         Purchasing  Call  Options.  The  Portfolio  may  purchase  American  or
European  call options.  The Portfolio may enter into closing sale  transactions
with  respect to such  options,  exercise  them or permit  them to  expire.  The
Portfolio may purchase  call options for the purpose of  increasing  its current
return or avoiding tax consequences  which could reduce its current return.  The
Portfolio  may also  purchase  call  options in order to acquire the  underlying
securities  or  currencies.  Examples of such uses of call  options are provided
this Statement under "Certain Risk Factors and Investment Methods."

         The  Portfolio  will not commit  more than 5% of its assets to premiums
when  purchasing  call and put options.  The  Portfolio  may also  purchase call
options  on  underlying  securities  or  currencies  it owns in order to protect
unrealized gains on call options  previously  written by it. A call option would
be purchased for this purpose where tax  considerations  make it  inadvisable to
realize such gains through a closing purchase transaction. Call options may also
be purchased at times to avoid realizing losses.

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

         Futures Contracts.

                  Transactions   in  Futures.   The  Portfolio  may  enter  into
financial futures contracts,  including stock index,  interest rate and currency
futures ("futures" or "futures contracts").

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

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

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

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

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

         In  instances  involving  the  purchase  of futures  contracts  or call
options  thereon or the  writing of put  options  thereon by the  Portfolio,  an
amount of cash,  U.S.  government  securities or other liquid,  high-grade  debt
obligations,  equal to the market  value of the  futures  contracts  and options
thereon (less any related margin deposits),  will be identified by the Portfolio
to cover the  position,  or  alternative  cover  (such as  owning an  offsetting
position) will be employed.

                  Risks of Transactions in Futures Contracts. See this Statement
and the Trust's  Prospectus under "Certain Risks and Investment  Methods" for an
additional description of certain risks involved in futures contracts.

         Options  on  Futures  Contracts.   As  an  alternative  to  writing  or
purchasing call and put options on stock index futures,  the Portfolio may write
or purchase  call and put options on financial  indices.  Such options  would be
used in a manner similar to the use of options on futures  contracts.  From time
to time,  a single  order to  purchase  or sell  futures  contracts  (or options
thereon)  may be made on  behalf of the  Portfolio  and  other  mutual  funds or
portfolios  of mutual funds  managed by the  Sub-advisor  or Rowe  Price-Fleming
International,  Inc.  Such  aggregated  orders  would  be  allocated  among  the
Portfolio  and such other mutual funds or  portfolios  of mutual funds in a fair
and  non-discriminatory  manner.  See this Statement and the Trust's  Prospectus
under "Certain Risk Factors and Investment Methods" for a description of certain
risks involved in options on futures contracts.

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

         Foreign  Futures and Options.  The Portfolio is permitted to enter into
foreign  futures and options  transactions.  See this  Statement and the Trust's
Prospectus under "Certain Risk Factors and Investment Methods" for a description
of certain risks involved in foreign futures and options.

         Foreign Securities. The Portfolio may invest in U.S. dollar-denominated
and  non-U.S.  dollar-denominated  securities  of foreign  issuers in  developed
countries. Because the Portfolio may invest in foreign securities, investment in
the  Portfolio  involves  risks  that are  different  in some  respects  from an
investment in a Portfolio  which  invests only in  securities  of U.S.  domestic
issuers. Foreign investments may be affected favorably or unfavorably by changes
in currency rates and exchange control  regulations.  There may be less publicly
available  information  about a foreign company than about a U.S.  company,  and
foreign  companies  may not be subject to  accounting,  auditing,  and financial
reporting  standards and  requirements  comparable  to those  applicable to U.S.
companies.  There may be less  governmental  supervision of securities  markets,
brokers and issuers of securities. Securities of some foreign companies are less
liquid or more volatile than securities of U.S. companies, and foreign brokerage
commissions  and custodian fees are generally  higher than in the United States.
Settlement  practices may include delays and may differ from those  customary in
United States markets.  Investments in foreign securities may also be subject to
other risks  different from those  affecting U.S.  investments,  including local
political or economic developments,  expropriation or nationalization of assets,
restrictions on foreign  investment and  repatriation of capital,  imposition of
withholding  taxes on dividend or interest  payments,  currency  blockage (which
would prevent cash from being brought back to the United States), and difficulty
in enforcing  legal  rights  outside the U.S. For an  additional  discussion  of
certain risks  involved in investing in foreign  securities,  see this Statement
and the Trust's Prospectus under "Certain Risk Factors and Investment Methods."

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Other Lending/Borrowing.  Subject to approval by the SEC, the Portfolio
may make loans to, or borrow  Portfolios  from, other mutual funds or portfolios
of mutual funds  sponsored or advised by the  Sub-advisor or Rowe  Price-Fleming
International,  Inc. The Portfolio has no current intention of engaging in these
practices at this time.

         When-Issued  Securities.  The  Portfolio may from time to time purchase
securities  on a  "when-issued"  basis.  At the time  the  Portfolio  makes  the
commitment  to purchase a security on a  when-issued  basis,  it will record the
transaction  and reflect the value of the security in determining  its net asset
value. The Portfolio does not believe that its net asset value or income will be
adversely  affected by its purchase of securities on a  when-issued  basis.  The
Portfolio  will  maintain  cash  and  marketable  securities  equal  in value to
commitments for when-issued  securities.  Such segregated securities either will
mature  or,  if  necessary,  be sold on or before  the  settlement  date.  For a
discussion of when-issued  securities,  see this  Statement  under "Certain Risk
Factors and Investment Methods."

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations  are  applicable  only to the  AST T.  Rowe  Price  Asset
Allocation Portfolio.  These limitations are not fundamental  restrictions,  and
can be changed by the Trustees without shareholder approval.  The Portfolio will
not:

1.   Purchase  additional  securities  when  money  borrowed  exceeds  5% of the
     Portfolio's total assets;

2.   Invest in companies for the purpose of exercising management or control;

3.   Purchase  illiquid  securities  if, as a  result,  more than 15% of its net
     assets would be invested in such securities. Securities eligible for resale
     under  Rule 144A of the  Securities  Act of 1933 may be subject to this 15%
     limitation;

4.   Purchase securities of open-end or closed-end  investment  companies except
     in compliance with the 1940 Act;

5.   Mortgage,  pledge,  hypothecate  or, in any manner,  transfer  any security
     owned by the  Portfolio  as  security  for  indebtedness  except  as may be
     necessary in connection with permissible borrowings or investments and then
     such mortgaging,  pledging or  hypothecating  may not exceed 33 1/3% of the
     Portfolio's total assets at the time of borrowing or investment;

6.   Invest in puts, calls,  straddles,  spreads,  or any combination thereof to
     the extent permitted by the Trust's Prospectus and this Statement;

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

8.   Invest in warrants if, as a result  thereof,  more than 10% of the value of
     the total assets of the Portfolio  would be invested in warrants,  provided
     that this restriction does not apply to warrants  acquired as the result of
     the  purchase  of  another  security.  For  purposes  of  these  percentage
     limitations, the warrants will be valued at the lower of cost or market;

9.   Effect short sales of securities; or

10.  Purchase  a futures  contract  or an option  thereon  if,  with  respect to
     positions in futures or options on futures which do not represent bona fide
     hedging,  the aggregate initial margin and premiums on such positions would
     exceed 5% of the Portfolio's net assets.

         Notwithstanding   anything  in  the  above  fundamental  and  operating
restrictions to the contrary, the Portfolio may, as a fundamental policy, invest
all of its assets in the securities of a single open-end  management  investment
company with substantially the same fundamental investment objectives,  policies
and  restrictions  as  the  Portfolio  subject  to  the  prior  approval  of the
Investment  Manager.  The  Investment  Manager will not approve such  investment
unless: (a) the Investment Manager believes, on the advice of counsel, that such
investment  will not have an  adverse  effect on the tax  status of the  annuity
contracts and/or life insurance  policies  supported by the separate accounts of
the  Participating  Insurance  Companies which purchase shares of the Trust; (b)
the  Investment  Manager has given prior notice to the  Participating  Insurance
Companies that it intends to permit such  investment and has determined  whether
such  Participating  Insurance  Companies  intend to redeem  any  shares  and/or
discontinue purchase of shares because of such investment; (c) the Trustees have
determined that the fees to be paid by the Trust for administrative, accounting,
custodial and transfer agency  services for the Portfolio  subsequent to such an
investment  are  appropriate,  or the  Trustees  have  approved  changes  to the
agreements  providing  such  services  to reflect a reduction  in fees;  (d) the
Sub-advisor  for the Portfolio has agreed to reduce its fee by the amount of any
investment  advisory  fees  paid to the  investment  manager  of  such  open-end
management  investment  company;  and (e)  shareholder  approval  is obtained if
required by law. The Portfolio  will apply for such  exemptive  relief under the
provisions  of the 1940 Act, or other such relief as may be necessary  under the
then governing rules and regulations of the 1940 Act,  regarding  investments in
such investment companies.

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.

Investment  Policies:  The Portfolio also seeks to moderate price fluctuation by
actively managing its currency exposure. The Portfolio's investments may include
debt  securities  issued or guaranteed  by a foreign  national  government,  its
agencies, instrumentalities or political subdivisions, debt securities issued or
guaranteed by supranational  organizations,  corporate debt securities,  bank or
bank holding company debt  securities and other debt securities  including those
convertible  into common stock.  The  Portfolio  will invest at least 65% of its
assets in high-quality bonds but may invest up to 20% of assets in the aggregate
in below investment-grade, high-risk bonds and emerging market bonds.

          Sub-advisor  regularly analyzes a broad range of international  equity
and  fixed-income  markets  in order to assess  the  degree of risk and level of
return  that can be  expected  from  each  market.  Of  course,  there can be no
assurance that  Sub-advisor's  forecasts of expected return will be reflected in
the actual returns achieved by the Portfolio.

         The  Portfolio's  share price will fluctuate with market,  economic and
foreign exchange conditions,  and your investment may be worth more or less when
redeemed  than when  purchased.  The  Portfolio  should not be relied  upon as a
complete  investment  program,  nor used to play short-term swings in the global
bond or foreign  exchange  markets.  The Portfolio is subject to risks unique to
international investing.

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

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

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

          The  Portfolio  may invest in  companies  located  in Eastern  Europe,
Russia or certain Latin American countries.  The Portfolio will only invest in a
company located in, or a government of, Eastern Europe, Russia or Latin America,
if the Sub-advisor believes the potential return justifies the risk.

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

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

          The Portfolio may invest in the following:

          Brady Bonds.  The  Portfolio  may invest in Brady Bonds.  Brady Bonds,
which are named after former U.S.  Secretary of the Treasury Nicholas Brady, are
used as a means of  restructuring  the external  debt burden of a government  in
certain emerging markets. A Brady bond is created when an outstanding commercial
bank loan to a  government  or  private  entity is  exchanged  for a new bond in
connection with a debt restructuring  plan. Brady bonds may be collateralized or
uncollateralized  and issued in various  currencies  (although  typically in the
U.S.  dollar).  They are often  fully  collateralized  as to  principal  in U.S.
Treasury zero coupon bonds. However, even with this  collateralization  feature,
Brady Bonds are often considered speculative, below investment grade investments
because  the timely  payment of interest  is the  responsibility  of the issuing
party (for  example,  a Latin  American  country) and the value of the bonds can
fluctuate  significantly  based on the issuer's ability or perceived  ability to
make these payments.  Finally,  some Brady Bonds may be structured with floating
rate or low fixed rate coupons.  The Portfolio does not expect to have more than
10% of its total assets invested in Brady Bonds.

         Nondiversified  Investment Company.  Despite its nondiversified  status
under the Investment  Company Act, the Portfolio  generally will not invest more
than 5% of its assets in any individual corporate issuer. However, the Portfolio
(1) may place assets in bank deposits or other  short-term bank instruments with
a maturity of up to 30 days provided  that (i) the bank has a short-term  credit
rating of A1+ (or, if unrated,  the equivalent as determined by the Sub-advisor)
and (ii) the  Portfolio  may not maintain more than 10% of its total assets with
any  single  bank;  and (2) may  maintain  more  than  5% of its  total  assets,
including cash and currencies,  in custodial accounts or deposits of the Trust's
custodian or sub-custodians.

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

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

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

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

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

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

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

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

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

          The Portfolio will not write a covered put option if, as a result, the
aggregate market value of all portfolio securities or currencies covering put or
call options exceeds 25% of the market value of the  Portfolio's net assets.  In
calculating  the 25% limit,  the  Portfolio  will  offset,  against the value of
assets covering written puts and calls, the value of purchased puts and calls on
identical  securities  or  currencies  with  identical  maturity  dates.  For  a
discussion  of certain  risks  involved in options,  see this  Statement and the
Trust's Prospectus under "Certain Risk Factors and Investment Methods."

          Purchasing  Put  Options.  The  Portfolio  may  purchase  American  or
European style put options. As the holder of a put option, the Portfolio has the
right to sell the  underlying  security or currency at the exercise price at any
time  during the option  period.  The  Portfolio  may enter  into  closing  sale
transactions  with  respect to such  options,  exercise  them or permit  them to
expire.  The Portfolio may purchase put options for defensive  purposes in order
to protect  against an  anticipated  decline in the value of its  securities  or
currencies.  An example of such use of put options is provided in this Statement
under "Certain Risk Factors and Investment Methods."

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

          Purchasing  Call  Options.  The  Portfolio  may  purchase  American or
European style call options.  As the holder of a call option,  the Portfolio has
the right to purchase the underlying  security or currency at the exercise price
at any time during the option period  (American  style) or at the  expiration of
the  option  (European  style).  The  Portfolio  may  enter  into  closing  sale
transactions  with  respect to such  options,  exercise  them or permit  them to
expire.  The  Portfolio  may purchase call options for the purpose of increasing
its current return or avoiding tax  consequences  which could reduce its current
return.  The  Portfolio  may also  purchase call options in order to acquire the
underlying  securities or currencies.  Examples of such uses of call options are
provided below.

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

          The  Portfolio  will not  commit  more than 5% of its total  assets to
premiums when purchasing call or put options.

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

          Futures Contracts.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Although  the  Portfolio  values  its  assets  daily  in  terms of U.S.
dollars,  it does not intend to convert its holdings of foreign  currencies into
U.S.  dollars on a daily basis.  It will do so from time to time,  and investors
should be aware of the costs of currency  conversion.  Although foreign exchange
dealers do not charge a fee for  conversion,  they do realize a profit  based on
the difference  (the  "spread")  between the prices at which they are buying and
selling various currencies.  Thus, a dealer may offer to sell a foreign currency
to the Portfolio at one rate,  while  offering a lesser rate of exchange  should
the Portfolio desire to resell that currency to the dealer.

         When the Portfolio purchases a foreign bond with a higher interest rate
than is available on U.S. bonds of a similar  maturity,  the additional yield on
the foreign bond could be substantially lost if the Portfolio were to enter into
a direct hedge by selling the foreign  currency and purchasing the U.S.  dollar.
This is what is known as the "cost" of hedging. Proxy hedging attempts to reduce
this cost through an indirect hedge back to the U.S. dollar.  It is important to
note that  hedging  costs  are  treated  as  capital  transactions  and are not,
therefore,  deducted  from the  Portfolio's  dividend  distribution  and are not
reflected in its yield.  Instead such costs will, over time, be reflected in the
Portfolio's net asset value per share.  For an additional  discussion of certain
risks  involved  in  foreign  investing,  see  this  Statement  and the  Trust's
Prospectus under "Certain Risk Factors and Investment Methods."

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

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

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

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

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

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

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

         Debt  Securities.  The  Portfolio's  investment  program  permits it to
purchase below investment grade securities.  Since investors  generally perceive
that  there are  greater  risks  associated  with  investment  in lower  quality
securities,  the yields from such securities  normally  exceed those  obtainable
from higher  quality  securities.  However,  the principal  value of lower-rated
securities  generally will fluctuate more widely than higher quality securities.
Lower  quality  investments  entail a higher  risk of  default  -- that is,  the
nonpayment  of  interest  and  principal  by  the  issuer  than  higher  quality
investments. Such securities are also subject to special risks, discussed below.
Although the Portfolio seeks to reduce risk by portfolio diversification, credit
analysis,  and  attention to trends in the  economy,  industries  and  financial
markets,  such efforts will not eliminate all risk. There can, of course,  be no
assurance that the Portfolio will achieve its investment objective.

         After purchase by the Portfolio,  a debt security may cease to be rated
or its rating may be reduced  below the  minimum  required  for  purchase by the
Portfolio.  Neither event will require a sale of such security by the Portfolio.
However,  Sub-advisor  will consider such event in its  determination of whether
the  Portfolio  should  continue  to hold the  security.  To the extent that the
ratings  given by Moody's  Investors  Service,  Inc.  ("Moody's")  or Standard &
Poor's  Corporation   ("S&P")  may  change  as  a  result  of  changes  in  such
organizations  or their  rating  systems,  the  Portfolio  will  attempt  to use
comparable   ratings  as  standards  for  investments  in  accordance  with  the
investment policies contained in the prospectus.  The Portfolio may invest up to
20% of its total assets in securities rated below BBB or Baa, including bonds in
default or those with the lowest rating.  See the Appendix to this Statement for
a more complete description of the ratings assigned by ratings organizations and
their respective characteristics.

         High Yield,  High Risk  Securities.  Below  investment grade securities
(rated  below Baa by  Moody's  and below BBB by S&P) or  unrated  securities  of
equivalent  quality in the Sub-advisor's  judgment,  carry a high degree of risk
(including  the  possibility  of default or  bankruptcy  of the  issuers of such
securities), generally involve greater volatility of price and risk of principal
and  income,  and may be less  liquid,  than  securities  in the  higher  rating
categories  and are considered  speculative.  The lower the ratings of such debt
securities,  the greater their risks render them like equity securities.  For an
additional discussion of certain risks involved in investing in lower-rated debt
securities,  see this Statement and the Trust's  Prospectus  under "Certain Risk
Factors and Investment Methods."

         Zero-Coupon  Securities.   The  Portfolio  may  invest  in  zero-coupon
securities  which pay no cash income and are sold at substantial  discounts from
their value at maturity.  For a discussion of zero-coupon securities and certain
risks  involved  therein,  see this  Statement  under  "Certain Risk Factors and
Investment Methods."

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

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

     Investment Policies Which May Be Changed Without Shareholder Approval.  The
following  limitations  are  applicable  to the AST T. Rowe  Price  Global  Bond
Portfolio.  These  limitations  are not  "fundamental"  restrictions  and may be
changed by the Trustees without shareholder approval. The Portfolio will not:

1.   Pledge,  mortgage  or  hypothecate  its  assets in  excess,  together  with
     permitted borrowings, of 1/3 of its total assets;

2.   Purchase securities on margin,  unless, by virtue of its ownership of other
     securities,  it has the right to obtain  securities  equivalent in kind and
     amount to the securities sold and, if the right is conditional, the sale is
     made  upon  the  same  conditions,  except  in  connection  with  arbitrage
     transactions  and except  that the  Portfolio  may obtain  such  short-term
     credits as may be necessary  for the  clearance  of purchases  and sales of
     securities;

3.   Purchase  illiquid  securities  if, as a  result,  more than 15% of its net
     assets would be invested in such securities;

4.   Buy options on  securities or financial  instruments,  unless the aggregate
     premiums  paid on all such options held by the Portfolio at any time do not
     exceed 20% of its net assets;  or sell put options on  securities  if, as a
     result, the aggregate value of the obligations  underlying such put options
     would exceed 50% of the Portfolio's net assets;

5.   Enter into  futures  contracts  or purchase  options  thereon  which do not
     represent  bona fide hedging  unless  immediately  after the purchase,  the
     value of the  aggregate  initial  margin with  respect to all such  futures
     contracts entered into on behalf of the Portfolio and the premiums paid for
     such  options on futures  contracts  does not exceed 5% of the  Portfolio's
     total assets,  provided that in the case of an option that is  in-the-money
     at the  time of  purchase,  the  in-the-money  amount  may be  excluded  in
     computing the 5% limit;

6.   Purchase  warrants  if as a result  warrants  taken at the lower of cost or
     market value would  represent more than 10% of the value of the Portfolio's
     total net assets,  except that this  restriction does not apply to warrants
     acquired as a result of the purchase of another security;

7.   Make securities loans if the value of such securities loaned exceeds 30% of
     the value of the Portfolio's total assets at the time any loan is made; all
     loans of portfolio  securities will be fully  collateralized  and marked to
     market daily.  The  Portfolio  has no current  intention of making loans of
     portfolio   securities  that  would  amount  to  greater  than  5%  of  the
     Portfolio's total assets; or

8.   Purchase or sell real estate limited partnership interests.

9.   Purchase  securities  which are not bonds  denominated in foreign  currency
     ("international  bonds") if, immediately after such purchase, less than 65%
     of its total assets would be invested in international  bonds,  except that
     for temporary  defensive  purposes the  Portfolio  may purchase  securities
     which are not international bonds without limitation;

10.  Borrow money in excess of 5% of its total assets (taken at market value) or
     borrow other than from banks;  however,  in the case of reverse  repurchase
     agreements,  the  Portfolio may invest in such  agreements  with other than
     banks subject to total asset  coverage of 300% for such  agreements and all
     borrowings;

11.  Invest  more  than  20% of its  total  assets  in below  investment  grade,
     high-risk  bonds,  including  bonds in  default  or those  with the  lowest
     rating;

12.  Invest in companies for the purpose of exercising management or control;

13.  Purchase securities of open-end or closed-end  investment  companies except
     in compliance with the 1940 Act; or

14.  Effect short sales of securities.

         In addition to the restrictions described above, some foreign countries
limit,  or prohibit,  all direct  foreign  investment in the securities of their
companies.  However,  the  governments  of some  countries  have  authorized the
organization of investment funds to permit indirect  foreign  investment in such
securities.  For tax  purposes  these  funds  may be  known as  Passive  Foreign
Investment Companies. The Portfolio is subject to certain percentage limitations
under  the 1940  Act  relating  to the  purchase  of  securities  of  investment
companies,  and may be  subject to the  limitation  that no more than 10% of the
value of the Portfolio's total assets may be invested in such securities.

         Restrictions  with respect to repurchase  agreements shall be construed
to be for  repurchase  agreements  entered into for the  investment of available
cash  consistent  with the  Portfolio's  repurchase  agreement  procedures,  not
repurchase commitments entered into for general investment purposes.

         If a percentage  restriction  on investment or utilization of assets as
set forth under  "Investment  Restrictions"  and "Investment  Policies" above is
adhered  to at the time an  investment  is made,  a later  change in  percentage
resulting from changes in the value or the total cost of Portfolio's assets will
not be considered a violation of the restriction.

AST Federated High Yield Portfolio:

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

Investment Policies:

         Corporate Debt Securities. The Portfolio invests primarily in corporate
debt securities.  The corporate debt obligations in which the Portfolio  intends
to invest are expected to be lower-rated.  For a discussion of the special risks
associated  with  lower-rated  securities,  see the Trust's  Prospectus and this
Statement  under "Certain Risk Factors and Investment  Methods."  Corporate debt
obligations in which the Portfolio  invests may bear fixed,  floating,  floating
and  contingent,  or  increasing  rates of  interest.  They may  involve  equity
features such as conversion or exchange rights,  warrants for the acquisition of
common  stock  of the  same  or a  different  issuer,  participations  based  on
revenues,  sales  or  profits,  or  the  purchase  of  common  stock  in a  unit
transaction  (where  corporate debt securities and common stock are offered as a
unit).

         U.S. Government  Obligations.  The types of U.S. government obligations
in which the  Portfolio  may invest  include,  but are not  limited  to,  direct
obligations of the U.S. Treasury (such as U.S. Treasury bills, notes, and bonds)
and   obligations   issued  or  guaranteed  by  U.S.   government   agencies  or
instrumentalities  (such  as the  Federal  Home  Loan  Banks,  Federal  National
Mortgage  Association,  Government National Mortgage  Association,  Federal Farm
Credit  Banks,  Tennessee  Valley  Authority,  Export-Import  Bank of the United
States,  Commodity  Credit  Corporation,  Federal  Financing Bank,  Student Loan
Marketing  Association,  Federal  Home Loan  Mortgage  Corporation,  or National
Credit Union Administration).  These securities may be backed by: the full faith
and credit of the U.S.  Treasury;  the  issuer's  right to borrow  from the U.S.
Treasury; the discretionary authority of the U.S. government to purchase certain
obligations  of  agencies or  instrumentalities;  or the credit of the agency or
instrumentality  issuing the  obligations.  For an additional  discussion of the
types of U.S. government  obligations in which the Portfolio may invest, see the
Trust's Prospectus under "Investment Objectives and Policies."

         Time and Savings Deposits and Bankers'  Acceptances.  The Portfolio may
enter into time and savings deposits (including certificates of deposit) and may
purchase  bankers'  acceptances.  The  Portfolio may enter into time and savings
deposits  (including  certificates  of deposit) in  commercial  or savings banks
whose deposits are insured by the Bank  Insurance  Fund ("BIF"),  or the Savings
Association Insurance Fund ("SAIF"), including certificates of deposit issued by
and other time deposits in foreign branches of BIF-insured  banks. The Portfolio
may also purchase bankers'  acceptances  issued by a BIF-insured bank, or issued
by the bank's Edge Act  subsidiary  and  guaranteed by the bank,  with remaining
maturities of nine months or less. The total acceptances of any bank held by the
Portfolio  cannot exceed 0.25 of 1% of such bank's total  deposits  according to
the  bank's  last  published  statement  of  condition  preceding  the  date  of
acceptance;  and general obligations of any state,  territory,  or possession of
the United States, or their political  subdivisions,  so long as they are either
(1) rated in one of the four highest grades by nationally recognized statistical
rating  organizations or (2) issued by a public housing agency and backed by the
full faith and credit of the United States.

         When-Issued  and  Delayed  Delivery  Transactions.  The  Portfolio  may
purchase fixed-income securities on a when-issued or delayed delivery basis. The
Portfolio may engage in when-issued and delayed delivery  transactions  only for
the purpose of acquiring  portfolio  securities  consistent with the Portfolio's
investment  objective  and  policies,   not  for  investment   leverage.   These
transactions are arrangements in which the Portfolio  purchases  securities with
payment and  delivery  scheduled  for a future time.  Settlement  dates may be a
month or more after entering into these  transactions,  and the market values of
the securities  purchased may vary from the purchase prices.  These transactions
are made to secure what is considered to be an advantageous  price and yield for
the Portfolio.

         No fees or other expenses,  other than normal  transaction  costs,  are
incurred. However, liquid assets of the Portfolio sufficient to make payment for
the  securities  to be  purchased  are  segregated  at  the  trade  date.  These
securities are marked to market daily and will maintain until the transaction is
settled.  For an additional  discussion of  when-issued  securities  and certain
risks  involved  therein,  see this  Statement  under  "Certain Risk Factors and
Investment Methods."

         Lending Portfolio  Securities.  In order to generate additional income,
the  Portfolio  may lend its  securities  to  brokers/dealers,  banks,  or other
institutional  borrowers  of  securities.   The  collateral  received  when  the
Portfolio lends portfolio securities must be valued daily and, should the market
value of the loaned securities  increase,  the borrower must furnish  additional
collateral to the Portfolio.  During the time portfolio  securities are on loan,
the  borrower  pays  the  Portfolio  any  dividends  or  interest  paid  on such
securities.  Loans are subject to  termination at the option of the Portfolio or
the borrower. The Portfolio may pay reasonable administrative and custodial fees
in  connection  with a loan and may pay a  negotiated  portion  of the  interest
earned on the cash or cash  equivalent  collateral  to the  borrower  or placing
broker.  The Portfolio  does not have the right to vote  securities on loan, but
would  terminate  the loan and regain the right to vote if that were  considered
important with respect to the investment.

         Reverse  Repurchase  Agreements.  The  Portfolio  may also  enter  into
reverse repurchase  agreements.  When effecting reverse  repurchase  agreements,
liquid assets of the  Portfolio,  in a dollar amount  sufficient to make payment
for the  obligations to be purchased,  are  segregated at the trade date.  These
securities are marked to market daily and are maintained  until the  transaction
is settled. During the period any reverse repurchase agreements are outstanding,
but only to the extent necessary to ensure completion of the reverse  repurchase
agreements, the Portfolio will restrict the purchase of portfolio instruments to
money  market  instruments  maturing  on or before  the  expiration  date of the
reverse repurchase agreements. For a discussion of reverse repurchase agreements
and certain risks involved  therein,  see the Trust's  Prospectus under "Certain
Risk Factors and Investment Methods."

         Portfolio  Turnover.  The Portfolio may  experience  greater  portfolio
turnover than would be expected with a portfolio of higher-rated securities. For
an  additional  discussion  of portfolio  turnover,  see this  Statement and the
Trust's Prospectus under "Portfolio Turnover."

         Adverse  Legislation.  In 1989,  legislation  was enacted that required
federally  insured  savings and loan  associations  to divest their  holdings of
lower-rated  bonds by 1994. This  legislation  also created the Resolution Trust
Corporation (the "RTC"),  which disposed of a substantial portion of lower-rated
bonds held by failed savings and loan associations.  The reduction of the number
of  institutions  empowered  to purchase  and hold  lower-rated  bonds,  and the
divestiture  of bonds by these  institutions  and the RTC,  have had an  adverse
impact on the overall liquidity of the market for such bonds.  Federal and state
legislatures  and  regulators  have and may  continue  to  propose  new laws and
regulations  designed  to limit  the  number  or type of  institutions  that may
purchase lower-rated bonds, reduce the tax benefits to issuers of such bonds, or
otherwise  adversely  impact the liquidity of such bonds.  The Portfolio  cannot
predict the likelihood  that any of these  proposals  will be adopted,  or their
potential impact on the liquidity of lower-rated bonds.

         Foreign  Securities.  The  Portfolio  may  invest up to 5% of its total
assets in foreign  securities that are not publicly traded in the United States.
For a discussion of certain risks involved with investing in foreign securities,
including  currency risks,  see this Statement and the Trust's  Prospectus under
"Certain Risk Factors and Investment Methods."

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The  following  limitations  are  applicable  to the AST  Federated  High  Yield
Portfolio. The limitations are not "fundamental" restrictions and may be changed
by the Trustees without shareholder approval.

1.   The Portfolio  will not invest more than 15% of the value of its net assets
     in securities that are not readily marketable;

2.   The  Portfolio  will not purchase the  securities of any issuer (other than
     the U.S.  government,  its agencies,  or  instrumentalities  or instruments
     secured by securities of such issuers, such as repurchase agreements) if as
     a result more than 5% of the value of its total assets would be invested in
     the securities of such issuer. For these purposes,  the Portfolio takes all
     common stock and all  preferred  stock of an issuer each as a single class,
     regardless of priorities, series designations or other differences.


AST Lord Abbett Bond-Debenture Portfolio:


Investment Objective:  The investment objective of the Portfolio is to seek high
current income and the  opportunity  for capital  appreciation to produce a high
total return.

Investment Policies:

         Convertible  Securities.  The Portfolio may invest in convertible bonds
and convertible  preferred  stocks.  These  investments tend to be more volatile
than debt  securities  but tend to be less volatile and produce more income than
their underlying common stocks.


         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  limitations are applicable to the AST Lord Abbett  Bond-Debenture
Portfolio.  These  limitations  are not  "fundamental"  restrictions  and may be
changed by the Trustees without shareholder approval. The Portfolio will not:


1.   Pledge  its  assets  (other  than to secure  borrowings,  or to the  extent
     permitted by the Portfolio's investment policies);

2.   Make short sales of securities;

3.   Invest  knowingly  more  than  15%  of its  net  assets  (at  the  time  of
     investment) in illiquid securities;

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

5.   Invest in real estate  limited  partnership  interests or interests in oil,
     gas or other mineral leases, or exploration or other development  programs,
     except that the Portfolio may invest in securities issued by companies that
     engage  in oil,  gas or other  mineral  exploration  or  other  development
     activities;

6.   Write,  purchase or sell puts,  calls,  straddles,  spreads or combinations
     thereof,  except to the extent  permitted in this Statement and the Trust's
     Prospectus, as they may be amended from time to time;

7.   Invest more than 10% of the market value of its gross assets at the time of
     investment  in debt  securities  that  are in  default  as to  interest  or
     principal.

AST PIMCO Total Return Bond Portfolio:

Investment  Objective:  The investment  objective of the Portfolio is to seek to
maximize total return,  consistent with preservation of capital. The Sub-advisor
will seek to employ  prudent  investment  management  techniques,  especially in
light of the broad range of  investment  instruments  in which the Portfolio may
invest.

Investment Policies:

         Borrowing.  The  Portfolio  may  borrow  for  temporary  administrative
purposes.  This borrowing may be unsecured.  The 1940 Act requires the Portfolio
to  maintain   continuous  asset  coverage  (that  is,  total  assets  including
borrowings,  less  liabilities  exclusive of  borrowings)  of 300% of the amount
borrowed.  If the 300%  asset  coverage  should  decline  as a result  of market
fluctuations or other reasons, the Portfolio may be required to sell some of its
holdings  within  three  days to  reduce  the debt and  restore  the 300%  asset
coverage, even though it may be disadvantageous from an investment standpoint to
sell  securities at that time.  Borrowing  will tend to exaggerate the effect on
net  asset  value  of any  increase  or  decrease  in the  market  value  of the
Portfolio. Money borrowed will be subject to interest costs which may or may not
be recovered by appreciation of the securities purchased. The Portfolio also may
be  required to  maintain  minimum  average  balances  in  connection  with such
borrowing  or to pay a  commitment  or other fee to  maintain  a line of credit;
either of these  requirements  would  increase  the cost of  borrowing  over the
stated interest rate.

         In  addition  to the  above,  the  Portfolio  may  enter  into  reverse
repurchase   agreements  and  "mortgage  dollar  rolls."  A  reverse  repurchase
agreement involves the sale of a  portfolio-eligible  security by the Portfolio,
coupled with its agreement to repurchase  the instrument at a specified time and
price. In a "dollar roll"  transaction  the Portfolio  sells a  mortgage-related
security  (such as a GNMA  security)  to a dealer and  simultaneously  agrees to
repurchase  a similar  security  (but not the same  security) in the future at a
pre-determined  price. A "dollar roll" can be viewed,  like a reverse repurchase
agreement,  as a  collateralized  borrowing  in which  the  Portfolio  pledges a
mortgage-related  security  to a dealer  to obtain  cash.  Unlike in the case of
reverse repurchase agreements, the dealer with which the Portfolio enters into a
dollar roll  transaction is not obligated to return the same securities as those
originally sold by the Portfolio,  but only securities which are  "substantially
identical." To be considered "substantially  identical," the securities returned
to the Portfolio  generally  must:  (1) be  collateralized  by the same types of
underlying  mortgages;  (2) be issued by the same agency and be part of the same
program;  (3) have a similar  original stated  maturity;  (4) have identical net
coupon rates;  (5) have similar  maturity:  (4) have identical net coupon rates;
(5) have similar  market  yields (and  therefore  price);  and (6) satisfy "good
delivery"  requirements,  meaning that the  aggregate  principal  amounts of the
securities delivered and received back must be within 2.5% of the initial amount
delivered.  The  Portfolio's  obligations  under a dollar roll agreement must be
covered by cash or other liquid assets equal in value to the securities  subject
to repurchase by the Portfolio, maintained in a segregated account.

         Both dollar roll and reverse  repurchase  agreements will be subject to
the 1940 Act's  limitations  on  borrowing,  as  discussed  above.  Furthermore,
because dollar roll  transactions  may be for terms ranging  between one and six
months,  dollar roll  transactions  may be deemed  "illiquid" and subject to the
Portfolio's overall limitations on investments in illiquid securities.

         Corporate Debt Securities.  The Portfolio's investments in U.S. dollar-
or foreign currency-denominated corporate debt securities of domestic or foreign
issuers are limited to corporate debt securities  (corporate bonds,  debentures,
notes  and other  similar  corporate  debt  instruments,  including  convertible
securities) which meet the minimum ratings criteria set forth for the Portfolio,
or, if  unrated,  are in the  Sub-advisor's  opinion  comparable  in  quality to
corporate debt  securities in which the Portfolio may invest.  In the event that
ratings services assign different ratings to the same security,  the Sub-advisor
will determine which rating it believes best reflects the security's quality and
risk at that time, which may be the higher of the several assigned ratings.  The
rate of return or return of principal on some debt  obligations may be linked or
indexed to the level of exchange  rates  between  the U.S.  dollar and a foreign
currency or currencies.

         Among  the  corporate  bonds in which  the  Portfolio  may  invest  are
convertible  securities.  A convertible security is a bond, debenture,  note, or
other  security that entitles the holder to acquire common stock or other equity
securities of the same or a different issuer. A convertible  security  generally
entitles the holder to receive  interest paid or accrued  until the  convertible
security  matures or is redeemed,  converted or  exchanged.  Before  conversion,
convertible  securities  have  characteristics  similar to  nonconvertible  debt
securities.   Convertible   securities   rank  senior  to  common   stock  in  a
corporation's capital structure and, therefore,  generally entail less risk than
the  corporation's  common  stock,  although  the  extent to which  such risk is
reduced  depends  in large  measure  upon the  degree to which  the  convertible
security sells above its value as a fixed-income security.

         A  convertible  security may be subject to  redemption at the option of
the issuer at a  predetermined  price.  If a  convertible  security  held by the
Portfolio is called for redemption, the Portfolio will be required to permit the
issuer to redeem the security and convert it to underlying common stock, or will
sell the convertible  security to a third party.  The Portfolio  generally would
invest in convertible  securities for their favorable price  characteristics and
total return potential and would normally not exercise an option to convert.

         Investments  in  securities  rated  below  investment  grade  that  are
eligible for purchase by the  Portfolio  (i.e.,  rated B or better by Moody's or
S&P) are  described  as  "speculative"  by both Moody's and S&P.  Investment  in
lower-rated  corporate  debt  securities  ("high  yield  securities")  generally
provides greater income and increased  opportunity for capital appreciation than
investments in higher quality securities, but they also typically entail greater
price  volatility and principal and income risk. These high yield securities are
regarded as high risk and predominantly speculative with respect to the issuer's
continuing ability to meet principal and interest payments. The market for these
securities is relatively new, and many of the outstanding  high yield securities
have not endured a major business recession. A long-term track record on default
rates,  such as that for investment  grade corporate  bonds,  does not exist for
this market. Analysis of the creditworthiness of issuers of debt securities that
are high  yield may be more  complex  than for  issuers of higher  quality  debt
securities.

         High yield,  high risk  securities  may be more  susceptible to real or
perceived adverse economic and competitive  industry  conditions than investment
grade securities.  The price of high yield securities have been found to be less
sensitive to interest-rate  adverse economic  downturns or individual  corporate
developments.  A  projection  of an  economic  downturn or of a period of rising
interest rates, for example, could cause a decline in high yield security prices
because the advent of a recession could lessen the ability of a highly leveraged
company to make principal and interest  payments on its debt  securities.  If an
issuer of high yield securities defaults,  in addition to risking payment of all
or a portion of interest  and  principal,  the  Portfolio  may incur  additional
expenses to seek recovery.  In the case of high yield  securities  structured as
zero-coupon  or  pay-in-kind  securities,  their market prices are affected to a
greater extent by interest rate changes,  and therefore tend to be more volatile
than securities which pay interest periodically and in cash.

         The  secondary  market on which high yield,  high risk  securities  are
traded may be less  liquid  than the market for higher  grade  securities.  Less
liquidity in the secondary  trading market could  adversely  affect the price at
which the Portfolio could sell a high yield security, and could adversely affect
the  daily  net  asset  value of the  shares.  Adverse  publicity  and  investor
perceptions,  whether or not based on  fundamental  analysis,  may  decrease the
values and  liquidity of high yield  securities  especially  in a  thinly-traded
market.  When secondary  markets for high yield  securities are less liquid than
the market for higher grade  securities,  it may be more  difficult to value the
securities  because such  valuation may require more  research,  and elements of
judgment  may  play a  greater  role  in the  valuation  because  there  is less
reliable,  objective data available. The Sub-advisor seeks to minimize the risks
of investing in all securities through diversification, in-depth credit analysis
and attention to current  developments in interest rates and market  conditions.
For an  additional  discussion  of certain risks  involved in  lower-rated  debt
securities,  see this Statement and the Trust's  Prospectus  under "Certain Risk
Factors and Investment Objectives."

         Participation on Creditors  Committees.  The Portfolio may from time to
time  participate  on  committees  formed by  creditors  to  negotiate  with the
management of financially  troubled issuers of securities held by the Portfolio.
Such  participation may subject the Portfolio to expenses such as legal fees and
may make the  Portfolio  an  "insider" of the issuer for purposes of the federal
securities laws, and therefore may restrict the Portfolio's  ability to trade in
or acquire additional positions in a particular security when it might otherwise
desire to do so.  Participation  by the  Portfolio on such  committees  also may
expose the Portfolio to potential  liabilities under the federal bankruptcy laws
or other laws governing the rights of creditors and debtors.  The Portfolio will
participate  on such  committees  only when the  Sub-advisor  believes that such
participation  is necessary or desirable to enforce the Portfolio's  rights as a
creditor or to protect the value of securities held by the Portfolio.

         Mortgage-Related    Securities.    The    Portfolio   may   invest   in
mortgage-backed  securities.  Mortgage-related securities are interests in pools
of mortgage loans made to residential home buyers, including mortgage loans made
by savings and loan institutions, mortgage bankers, commercial banks and others.
Pools of mortgage  loans are  assembled as  securities  for sale to investors by
various   governmental,   government-related   and  private  organizations  (see
"Mortgage  Pass-Through  Securities").  The  Portfolio  may also  invest in debt
securities  which are secured with  collateral  consisting  of  mortgage-related
securities (see "Collateralized  Mortgage  Obligations"),  and in other types of
mortgage-related securities.

         Interests  in pools of  mortgage-related  securities  differ from other
forms of debt  securities,  which  normally  provide  for  periodic  payment  of
interest in fixed amounts with principal  payments at maturity or specified call
dates.  Instead,  these  securities  provide a monthly payment which consists of
both  interest  and  principal  payments.   In  effect,  these  payments  are  a
"pass-through" of the monthly payments made by the individual borrowers on their
residential or commercial  mortgage loans, net of any fees paid to the issuer or
guarantor of such  securities.  Additional  payments are caused by repayments of
principal  resulting  from the sale of the underlying  property,  refinancing or
foreclosure,  net of fees or costs which may be incurred.  Some mortgage-related
securities  (such as  securities  issued  by the  Government  National  Mortgage
Association) are described as "modified  pass-through." These securities entitle
the holder to receive all interest and principal  payments owned on the mortgage
pool, net of certain fees, at the scheduled  payment dates regardless of whether
or not the mortgagor actually makes the payment.

         The principal governmental guarantor of mortgage-related  securities is
the Government National Mortgage  Association  ("GNMA").  GNMA is a wholly owned
United States Government  corporation within the Department of Housing and Urban
Development.  GNMA is authorized to guarantee, with the full faith and credit of
the United States  Government,  the timely  payment of principal and interest on
securities  issued by  institutions  approved  by GNMA (such as savings and loan
institutions,  commercial  banks and  mortgage  bankers)  and backed by pools of
FHA-insured or VA-guaranteed mortgages.

         Government-related  guarantors  (i.e., not backed by the full faith and
credit of the United States  Government)  include the Federal National  Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage  Corporation  ("FHLMC").
FNMA  is  a   government-sponsored   corporation   owned   entirely  by  private
stockholders.  It is subject to general  regulation  by the Secretary of Housing
and Urban  Development.  FNMA  purchases  conventional  (i.e.,  not  insured  or
guaranteed  by any  government  agency)  residential  mortgages  from a list  of
approved  seller/servicers  which include state and federally  chartered savings
and loan associations,  mutual savings banks, commercial banks and credit unions
and mortgage bankers. Pass-though securities issued by FNMA are guaranteed as to
timely  payment of principal and interest by FNMA but are not backed by the full
faith and credit of the United States Government.

         FHLMC was created by Congress in 1970 for the purpose of increasing the
availability   of   mortgage   credit   for   residential   housing.   It  is  a
government-sponsored  corporation formerly owned by the twelve Federal Home Loan
Banks and now owned entirely by private stockholders. FHLMC issues Participation
Certificates  ("PC's") which represent interests in conventional  mortgages from
FHLMC's national portfolio.  FHLMC guarantees the timely payment of interest and
ultimate  collection of principal,  but PCs are not backed by the full faith and
credit of the United States Government.

         Commercial  banks,  savings  and loan  institutions,  private  mortgage
insurance  companies,  mortgage  bankers and other secondary market issuers also
create  pass-though  pools of  conventional  residential  mortgage  loans.  Such
issuers may, in addition,  be the originators and/or servicers of the underlying
mortgage  loans as well as the  guarantors of the  mortgage-related  securities.
Pools created by such  nongovernmental  issuers generally offer a higher rate of
interest  than  government  and  government-related  pools  because there are no
direct or indirect  government  or agency  guarantees  of payments in the former
pools.  However,  timely payment of interest and principal of these pools may be
supported  by various  forms of insurance or  guarantees,  including  individual
loan, title, pool and hazard insurance and letters of credit.  The insurance and
guarantees  are  issued  by  governmental  entities,  private  insurers  and the
mortgage poolers.  Such insurance and guarantees and the creditworthiness of the
issuers  thereof will be considered in  determining  whether a  mortgage-related
security  meets  the  Trust's  investment  quality  standards.  There  can be no
assurance  that the private  insurers or guarantors  can meet their  obligations
under the insurance  policies or guarantee  arrangements.  The Portfolio may buy
mortgage-related  securities  without  insurance or  guarantees  if,  through an
examination of the loan experience and practices of the originator/servicers and
poolers, the Sub-advisor determines that the securities meet the Trust's quality
standards.  Although  the market for such  securities  is becoming  increasingly
liquid,  securities  issued by certain private  organizations may not be readily
marketable.  The Portfolio will not purchase mortgage-related  securities or any
other  assets which in the  Sub-advisor's  opinion are illiquid if, as a result,
more than 15% of the value of the Portfolio's total assets will be illiquid.

         Mortgage-backed  securities  that are issued or  guaranteed by the U.S.
Government,   its  agencies  or  instrumentalities,   are  not  subject  to  the
Portfolio's  industry  concentration  restrictions,  set forth in this Statement
under  "Investment  Restrictions,"  by  virtue of the  exclusion  from that test
available to all U.S.  Government  securities.  In the case of privately  issued
mortgage-related   securities,   the   Portfolio   takes   the   position   that
mortgage-related  securities  do  not  represent  interests  in  any  particular
"industry" or group of industries.  The assets underlying such securities may be
represented by a portfolio of first lien residential  mortgages  (including both
whole  mortgage  loans and mortgage  participation  interests)  or portfolios of
mortgage  pass-through  securities  issued or guaranteed by GNMA, FNMA or FHLMC.
Mortgage loans underlying a mortgage-related  security may in turn be insured or
guaranteed by the Federal Housing  Administration  or the Department of Veterans
Affairs.  In  the  case  of  private  issue  mortgage-related  securities  whose
underlying   assets   are   neither   U.S.   Government   securities   nor  U.S.
Government-insured  mortgages,  to the extent that real properties securing such
assets may be located  in the same  geographical  region,  the  security  may be
subject to a greater risk of default  that other  comparable  securities  in the
event of adverse  economic,  political or business  developments that may affect
such  region and  ultimately,  the  ability of  residential  homeowners  to make
payments of principal and interest on the underlying mortgages.

                  Collateralized  Mortgage Obligations (CMOs). A CMO is a hybrid
between a mortgage-backed bond and a mortgage pass-through security.  Similar to
a bond,  interest and prepaid  principal is paid,  in most cases,  semiannually.
CMOs may be  collateralized  by whole  mortgage  loans,  but are more  typically
collateralized by portfolios of mortgage  pass-through  securities guaranteed by
GNMA, FHLMC, or FNMA, and their income streams.

         CMOs are  structured  into multiple  classes,  each bearing a different
stated  maturity.  Actual  maturity  and  average  life  will  depend  upon  the
prepayment  experience  of the  collateral.  CMOs provide for a modified form of
call protection through a de facto breakdown of the underlying pool of mortgages
according  to how  quickly the loans are repaid.  Monthly  payment of  principal
received from the pool of underlying mortgages,  including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity  classes  receive  principal only after the first class has been
retired.  An investor is partially  guarded against a sooner than desired return
or principal because of the sequential payments.

         In a typical CMO transaction,  a corporation ("issuer") issues multiple
series  (e.g.,  A, B, C, Z) of the CMO  bonds  ("Bonds").  Proceeds  of the Bond
offering are used to purchase  mortgages or mortgage  pass-through  certificates
("Collateral").  The  Collateral is pledged to a third party trustee as security
for the Bonds.  Principal and interest  payments from the Collateral are used to
pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds
all bear current interest. Interest on the Series Z Bond is accrued and added to
principal  and a like amount is paid as  principal on the Series A, B, or C Bond
currently  being  paid off.  When the Series A, B, and C Bonds are paid in full,
interest and  principal on the Series Z Bond begins to be paid  currently.  With
some CMOs, the issuer serves as a conduit to allow loan  originators  (primarily
builders  or  savings  and loan  associations)  to  borrow  against  their  loan
portfolios.

                  FHLMC Collateralized Mortgage Obligations. FHLMC CMOs are debt
obligations of FHLMC issued in multiple classes having different  maturity dates
which  are  secured  by the  pledge  of a pool of  conventional  mortgage  loans
purchased by FHLMC.  Unlike FHLMC PCs, payments of principal and interest on the
CMOs are made  semiannually,  as opposed  to  monthly.  The amount of  principal
payable on each semiannual payment date is determined in accordance with FHLMC's
mandatory sinking fund schedule,  which, in turn, is equal to approximately 100%
of FHA  prepayment  experience  applied to the  mortgage  collateral  pool.  All
sinking  fund  payments  in the  CMOs are  allocated  to the  retirement  of the
individual classes of bonds in the order of their stated maturities.  Payment of
principal on the mortgage loans in the  collateral  pool in excess of the amount
of FHLMC's  minimum sinking fund obligation for any payment date are paid to the
holders  of the  CMOs  as  additional  sinking  fund  payments.  Because  of the
"pass-through"  nature of all principal payments received on the collateral pool
in  excess  of  FHLMC's  minimum  sinking  fund  requirement,  the rate at which
principal of the CMOs is actually repaid is likely to be such that each class of
bonds will be retired in advance of its scheduled maturity date.

         If  collection  of principal  (including  prepayments)  on the mortgage
loans during any  semiannual  payment  period is not  sufficient to meet FHLMC's
minimum  sinking fund  obligation on the next sinking fund payment  date,  FHLMC
agrees to make up the deficiency from its general funds.

         Criteria for the mortgage  loans in the pool backing the FHLMC CMOs are
identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in
the event of delinquencies and/or defaults.

         For an additional discussion of mortgage-backed  securities and certain
risks  involved  therein,  see this Statement and the Trust's  Prospectus  under
"Certain Risk Factors and Investment Methods."

         Other Mortgage-Related  Securities.  Other mortgage-related  securities
include  securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on  real   property,   including  CMO  residuals  or  stripped   mortgage-backed
securities.  Other mortgage-related  securities may be equity or debt securities
issued by agencies or  instrumentalities  of the U.S.  Government  or by private
originators  of, or investors in,  mortgage  loans,  including  savings and loan
associations,  homebuilders, mortgage banks, commercial banks, investment banks,
partnerships, trusts and special purpose entities of the foregoing.

                  CMO   Residuals.   CMO  residuals  are   derivative   mortgage
securities issued by agencies or  instrumentalities of the U.S. Government or by
private  originators of, or investors in, mortgage loans,  including savings and
loan associations,  homebuilders,  mortgage banks,  commercial banks, investment
banks and special purpose entities of the foregoing.

         The cash flow generated by the mortgage  assets  underlying a series of
CMOs is applied first to make required payments of principal and interest on the
CMOs and second to pay the related  administrative  expenses of the issuer.  The
residual in a CMO structure generally represents the interest in any excess cash
flow remaining after making the foregoing payments.  Each payment of such excess
cash flow to a holder of the related CMO  residual  represents  income  and/or a
return of capital.  The amount of residual cash flow  resulting  from a CMO will
depend on, among other things,  the  characteristics of the mortgage assets, the
coupon  rate of each  class of CMO,  prevailing  interest  rates,  the amount of
administrative expenses and the prepayment experience on the mortgage assets. In
particular,  the yield to maturity on CMO  residuals is  extremely  sensitive to
prepayments on the related underlying  mortgage assets, in the same manner as an
interest-only ("IO") class of stripped  mortgage-backed  securities.  See "Other
Mortgage-Related   Securities  --  Stripped   Mortgage-Backed   Securities."  In
addition,  if a series of a CMO  includes  a class  that  bears  interest  at an
adjustable  rate, the yield to maturity on the related CMO residual will also be
extremely  sensitive  to changes  in the level of the index upon which  interest
rate  adjustments  are  based.  As  described  below with  respect  to  stripped
mortgage-backed  securities,  in certain circumstances the Portfolio may fail to
recoup fully its initial investment in a CMO residual.

         CMO  residuals  are  generally  purchased  and  sold  by  institutional
investors through several investment banking firms acting as brokers or dealers.
The CMO  residual  market has only very  recently  developed  and CMO  residuals
currently  may not  have the  liquidity  of other  more  established  securities
trading in other markets.  Transactions in CMO residuals are generally completed
only after careful review of the  characteristics of the securities in question.
In addition,  CMO residuals may or, pursuant to an exemption therefrom,  may not
have  been  registered  under  the  Securities  Act of  1933,  as  amended.  CMO
residuals,  whether or not registered  under such Act, may be subject to certain
restrictions on transferability, and may be deemed "illiquid" and subject to the
Portfolio's limitations on investment in illiquid securities.

                  Stripped Mortgage-Backed Securities.  Stripped mortgage-backed
securities ("SMBS") are derivative multi-class mortgage securities.  SMBS may be
issued by agencies or instrumentalities  of the U.S.  Government,  or by private
originators  of, or investors in,  mortgage  loans,  including  savings and loan
associations,  mortgage banks,  commercial  banks,  investment banks and special
purpose entities of the foregoing.

         SMBS are usually  structured  with two classes that  receive  different
proportions  of the interest and principal  distributions  on a pool of mortgage
assets. A common type of SMBS will have one class receiving some of the interest
and most of the principal from the mortgage  assets,  which the other class will
receive  most of the interest and the  remainder of the  principal.  In the most
extreme case,  one class will receive all of the interest (the IO class),  while
the other class will receive all of the principal  (the  principal-only  or "PO"
class). The yield to maturity on an IO class is extremely  sensitive to the rate
of principal payments (including prepayments) on the related underlying mortgage
assets,  and a rapid rate of  principal  payments  may have a  material  adverse
effect on the  Portfolio's  yield to  maturity  from  these  securities.  If the
underlying  mortgage assets experience  greater than anticipated  prepayments of
principal,  the  Portfolio  may fail to fully recoup its initial  investment  in
these  securities  even  if  the  security  is in  one  of  the  highest  rating
categories.

         Although SMBS are purchased and sold by institutional investors through
several investment banking firms acting as brokers or dealers,  these securities
were only recently developed. As a result,  established trading markets have not
yet developed and,  accordingly,  these securities may be deemed  "illiquid" and
subject to the Portfolio's limitations on investment in illiquid securities.

         Other Asset-Backed Securities.  Similarly, the Sub-advisor expects that
other asset-backed  securities  (unrelated to mortgage loans) will be offered to
investors in the future. Several types of asset-backed securities may be offered
to  investors,   including  Certificates  for  Automobile  Receivables.   For  a
discussion of automobile  receivables,  see this  Statement  under "Certain Risk
Factors and Investment  Methods."  Consistent  with the  Portfolio's  investment
objectives  and  policies,  the  Sub-advisor  also may invest in other  types of
asset-backed securities.

         Foreign  Securities.   The  Portfolio  may  invest  in  corporate  debt
securities of foreign issuers (including preferred or preference stock), certain
foreign bank  obligations (see "Bank  Obligations")  and U.S. dollar- or foreign
currency-denominated  obligations of foreign  governments or their subdivisions,
agencies  and   instrumentalities,   international  agencies  and  supranational
entities.  The  Portfolio  may  invest  up to 20% of its  assets  in  securities
denominated  in foreign  currencies,  and may invest  beyond  this limit in U.S.
dollar-denominated securities of foreign issuers. The Portfolio may invest up to
10% of its assets in securities of issuers based in emerging  market  countries.
Investing  in the  securities  of foreign  issuers  involves  special  risks and
considerations not typically associated with investing in U.S. companies.  For a
discussion of certain risks involved in foreign investments, in general, and the
special risks of investing in developing  countries,  see this Statement and the
Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         The Portfolio also may purchase and sell foreign  currency  options and
foreign  currency  futures  contracts  and  related  options  (see  ""Derivative
Instruments"),  and enter into forward foreign  currency  exchange  contracts in
order to protect  against  uncertainty in the level of future  foreign  exchange
rates in the purchase and sale of securities.

         A forward foreign currency  contract involves an obligation to purchase
or sell a specific  currency at a future date,  which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the tine of the contract.  These  contracts may be bought or sold to protect the
Portfolio  against a  possible  loss  resulting  from an  adverse  change in the
relationship  between  foreign  currencies  and the U.S.  dollar or to  increase
exposure to a particular  foreign currency.  Open positions in forward contracts
are  covered by the  segregation  with the  Trust's  custodian  of cash or other
liquid  assets and are  marked to market  daily.  Although  such  contracts  are
intended  to  minimize  the risk of loss due to a  decline  on the  value of the
hedged currencies, at the same time, they tend to limit any potential gain which
might result should the value of such currencies increase.

         Brady Bonds.  The Portfolio may invest in Brady Bonds.  Brady Bonds are
securities  created  through the exchange of existing  commercial  bank loans to
sovereign  entities for new obligations in connection  with debt  restructurings
under a debt  restructuring  plan  introduced  by former U.S.  Secretary  of the
Treasury,  Nicholas F. Brady (the "Brady Plan").  Brady Plan debt restructurings
have been implemented in a number of countries, including in Argentina, Bolivia,
Bulgaria,  Costa Rica, the Dominican Republic,  Ecuador,  Jordan, Mexico, Niger,
Nigeria, the Philippines,  Poland, Uruguay, and Venezuela.  In addition,  Brazil
has  concluded a  Brady-like  plan.  It is expected  that other  countries  will
undertake a Brady Plan in the future.

         Brady Bonds have been issued only recently, and accordingly do not have
a long payment history.  Brady Bonds may be collateralized or  uncollateralized,
are issued in various  currencies  (primarily the U.S.  dollar) and are actively
traded  in  the  over-the-counter  secondary  market.  U.S.  dollar-denominated,
collateralized  Brady Bonds,  which may be fixed rate par bonds or floating rate
discount  bonds,  are generally  collateralized  in full as to principal by U.S.
Treasury zero-coupon bonds having the same maturity as the Brady Bonds. Interest
payments on these  Brady Bonds  generally  are  collateralized  on a one-year or
longer  rolling-forward  basis by cash or  securities  in an amount that, in the
case of fixed rate bonds, is equal to at least one year of interest payments or,
in the case of floating  rate bonds,  initially  is equal to at least one year's
interest  payments  based on the  applicable  interest  rate at that time and is
adjusted at regular  intervals  thereafter.  Certain Brady Bonds are entitled to
"value recovery payments" in certain  circumstances,  which in effect constitute
supplemental interest payments but generally are not collateralized. Brady Bonds
are  often  viewed  as  having  three  or  four  valuation  components:  (i) the
collateralized repayment of principal at final maturity; (ii) the collateralized
interest payments;  (iii) the uncollateralized  interest payments;  and (iv) any
uncollateralized  repayment  of principal  at maturity  (these  uncollateralized
amounts constitute the "residual risk").

         Most Mexican  Brady Bonds issued to date have  principal  repayments at
final maturity  fully  collateralized  by U.S.  Treasury  zero-coupon  bonds (or
comparable  collateral  denominated  in other  currencies)  and interest  coupon
payments  collateralized on an 18-month  rolling-forward  basis by funds held in
escrow by an agent for the bondholders.  A significant portion of the Venezuelan
Brady  Bonds  and the  Argentine  Brady  Bonds  issued  to date  have  principal
repayments at final maturity  collateralized by U.S. Treasury  zero-coupon bonds
(or comparable  collateral  denominated  in other  currencies)  and/or  interest
coupon  payments  collateralized  on a 14-month (for Venezuela) or 12-month (for
Argentina)  rolling-forward basis by securities held by the Federal Reserve Bank
of New York as collateral agent.

         Brady Bonds involve  various risk factors  including  residual risk and
the  history of defaults  with  respect to  commercial  bank loans by public and
private  entities of countries  issuing  Brady Bonds.  There can be no assurance
that  Brady  Bonds in which the  Portfolio  may  invest  will not be  subject to
restructuring  arrangements  or to requests for new credit,  which may cause the
Portfolio to suffer a loss of interest or principal on any of its holdings.

         Bank  Obligations.  Bank  obligations  in which the  Portfolios  invest
include certificates of deposit, bankers' acceptances,  and fixed time deposits.
Certificates  of  deposit  are  negotiable  certificates  issued  against  funds
deposited  in a  commercial  bank for a  definite  period of time and  earning a
specified  return.  Bankers'  acceptances  are  negotiable  drafts  or  bills of
exchange,  normally  drawn  by an  importer  or  exporter  to pay  for  specific
merchandise,  which are "accepted" by a bank,  meaning, in effect, that the bank
unconditionally  agrees to pay the face  value of the  instrument  on  maturity.
Fixed time deposits are bank  obligations  payable at a stated maturity date and
bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand
by the investor,  but may be subject to early  withdrawal  penalties  which vary
depending upon market  conditions and the remaining  maturity of the obligation.
There are no  contractual  restrictions  on the right to  transfer a  beneficial
interest in a fixed time deposit to a third party,  although  there is no market
for such  deposits.  The Portfolio  will not invest in fixed time deposits which
(1) are not subject to prepayment or (2) provide for  withdrawal  penalties upon
prepayment (other than overnight  deposits) if, in the aggregate,  more than 15%
of its assets would be invested in such deposits, repurchase agreements maturing
in more than seven days and other illiquid assets.

         The  Portfolio  will  limit  its  investments  in  United  States  bank
obligations to obligations of United States bank  (including  foreign  branches)
which have more than $1 billion in total  assets at the time of  investment  and
are member of the Federal Reserve System, are examined by the Comptroller of the
Currency  or  whose  deposits  are  insured  by the  Federal  Deposit  Insurance
Corporation. The Portfolio also may invest in certificates of deposit of savings
and loan  associations  (federally or state  chartered  and  federally  insured)
having total assets in excess $1 billion.

         The Portfolio will limit its investments in foreign bank obligations to
United States  dollar- or foreign  currency-denominated  obligations  of foreign
banks  (including  United States branches of foreign banks) which at the time of
investment  (i)  have  more  than  $10  billion,  or  the  equivalent  in  other
currencies,  in total  assets;  (ii) in terms of assets are among the 75 largest
foreign  banks in the world;  (iii) have branches or agencies  (limited  purpose
offices which do not offer all banking services) in the United States;  and (iv)
in the opinion of the Sub-advisor,  are of an investment  quality  comparable to
obligations of United States banks in which the Portfolio may invest. Subject to
the Portfolio's limitation on concentration of no more than 25% of its assets in
the securities of issuers in particular industry,  there is no limitation on the
amount of the Portfolio's assets which may be invested in obligations of foreign
banks which meet the conditions set forth herein.

         Obligations  of foreign banks  involve  somewhat  different  investment
risks than those  affecting  obligations  of United States banks,  including the
possibilities that their liquidity could be impaired because of future political
and economic  developments,  that their  obligations may be less marketable than
comparable obligations of United States banks, that a foreign jurisdiction might
impose withholding taxes on interest income payable on those  obligations,  that
foreign  deposits  may be  seized or  nationalized,  that  foreign  governmental
restrictions  such as exchange  controls  may be adopted  which might  adversely
affect the payment of principal and interest on those  obligations  and that the
selection of those  obligations may be more difficult  because there may be less
publicly  available  information  concerning  foreign  banks or the  accounting,
auditing  and  financial   reporting   standards,   practices  and  requirements
applicable  to foreign  banks may differ from those  applicable to United States
banks.  Foreign banks are not  generally  subject to  examination  by any United
States Government agency or instrumentality.

         Short Sales.  The  Portfolio may make short sales of securities as part
of their overall portfolio management strategies involving the use of derivative
instruments  and to offset  potential  declines  in long  positions  in  similar
securities.  A short  sale is a  transaction  in  which  the  Portfolio  sells a
security it does not own in anticipation  that the market price of that security
will decline.

         When the Portfolio makes a short sale, it must borrow the security sold
short and deliver it to the  broker-dealer  through which it made the short sale
as collateral for its obligation to deliver the security upon  conclusion of the
sale. The Portfolio may have to pay a fee to borrow particular securities and is
often obligated to pay over any accrued interest on such borrowed securities.

         If the price of the security sold short  increases  between the time of
the short sale and the time and the  Portfolio  replaces the borrowed  security,
the  Portfolio  will  incur a  loss;  conversely,  if the  price  declines,  the
Portfolio will realize a capital gain. Any gain will be decreased,  and any loss
increased, by the transaction costs described above. The successful use of short
selling may be adversely affected by imperfect  correlation between movements in
the price of the security sold short and the securities being hedged.

         To the  extent  that the  Portfolio  engages  in short  sales,  it will
provide  collateral to the  broker-dealer and (except in the case of short sales
"against the box") will maintain  additional  asset coverage in the form of cash
or other liquid assets in a segregated account. The Portfolio does not intend to
enter into short sales (other than those "against the box") if immediately after
such sale the aggregate of the value of all  collateral  plus the amount in such
segregated account exceeds one-third of the value of the Portfolio's net assets.
This  percentage  may be varied by action of the Trust's  Board of  Trustees.  A
short   sale  is   "against   the  box"  to  the  extent   that  the   Portfolio
contemporaneously  owns, or has the right to obtain at no added cost, securities
identical to those sold short.

         Derivative  Instruments.  In pursuing  its  individual  objective,  the
Portfolio  may, as described in the  Prospectus,  purchase and sell (write) both
put options and call  options on  securities,  securities  indexes,  and foreign
currencies,  and enter into interest  rate,  foreign  currency and index futures
contracts  and  purchase and sell  options on such  futures  contracts  ("future
options")  for  hedging  purposes.  The  Portfolio  also  may  enter  into  swap
agreements  with respect to foreign  currencies,  interest  rates and indexes of
securities.  If other types of financial  instruments,  including other types of
options,  futures  contracts,  or futures options are traded in the future,  the
Portfolio  may also use those  instruments,  provided  that the Trust's Board of
Trustees determines that their use is consistent with the Portfolio's investment
objective,   and  provided  that  their  use  is  consistent  with  restrictions
applicable to options and futures  contracts  currently  eligible for use by the
Trust (i.e., that written call or put options will be "covered" or "secured" and
that futures and futures options will be used only for hedging purposes).

         Options on Securities and Indexes.  The Portfolio may purchase and sell
both put and call options on debt or other securities or indexes in standardized
contracts traded on foreign or national securities  exchanges,  boards of trade,
or  similar   entities,   or  quoted  on  NASDAQ  or  on  a  regulated   foreign
over-the-counter  market,  and agreements  sometimes called cash puts, which may
accompany the purchase of a new issue of bonds from a dealer.

         The Portfolio  will write call options and put options only if they are
"covered."  In the case of a call option on a security,  the option is "covered"
if the Portfolio  owns the security  underlying  the call or has an absolute and
immediate right to acquire that security without  additional cash  consideration
(or, if additional cash  consideration is required,  cash or cash equivalents in
such amount are placed in a segregated account by its custodian) upon conversion
or exchange of other  securities held by the Portfolio.  For a call option on an
index, the option is covered if the Portfolio  maintains with its custodian cash
or cash  equivalents  equal to the contract value. A call option is also covered
if the Portfolio  holds a call on the same security or index as the call written
where  the  exercise  price of the call  held is (i)  equal to or less  than the
exercise  price of the call written,  or (ii) greater than the exercise price of
the call written, provided the difference is maintained by the Portfolio in cash
or cash equivalents in a segregated account with its custodian.  A put option on
a security or an index is  "covered"  if the  Portfolio  maintains  cash or cash
equivalents  equal  to the  exercise  price  in a  segregated  account  with its
custodian. A put option is also covered if the Portfolio holds a put on the same
security or index as the put written where the exercise price of the put held is
(i) equal to or greater than the exercise price of the put written, or (ii) less
than  the  exercise  price  of the  put  written,  provided  the  difference  is
maintained by the Portfolio in cash or cash equivalents in a segregated  account
with its custodian.

         If an option written by the Portfolio expires, the Portfolio realizes a
capital  gain equal to the premium  received at the time the option was written.
If an option  purchased by the  Portfolio  expires  unexercised,  the  Portfolio
realizes a capital loss equal to the premium paid.

         Prior to the earlier of exercise or expiration, an option may be closed
out by an  offsetting  purchase or sale of an option of the same  series  (type,
exchange,  underlying security or index, exercise price, and expiration).  There
can be no assurance, however, that a closing purchase or sale transaction can be
effected when the Portfolio desires.

         The  Portfolio  will  realize  a capital  gain from a closing  purchase
transaction if the cost of the closing option is less than the premium  received
from writing the option,  or if it is more, the Portfolio will realize a capital
loss. If the premium  received from a closing sale  transaction is more than the
premium paid to purchase the option,  the Portfolio  will realize a capital gain
or, if it is less,  the  Portfolio  will realize a capital  loss.  The principal
factors  affecting the market value of a put or a call option include supply and
demand,  interest rates, the current market price of the underlying  security or
index in relation to the exercise  price of the option,  the  volatility  of the
underlying security or index, and the time remaining until the expiration date.

         The premium paid for a put or call option purchased by the Portfolio is
an asset of the  Portfolio.  The premium  received  for a option  written by the
Portfolio is recorded as a deferred credit.  The value of an option purchased or
written  is  marked to market  daily and is valued at the  closing  price on the
exchange  on which it is traded or, if not traded on an  exchange  or no closing
price is  available,  at the mean between the last bid and asked  prices.  For a
discussion  of certain  risks  involved in options,  see this  Statement and the
Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         Foreign  Currency  Options.  The Portfolio may buy or sell put and call
options on foreign  currencies  either on exchanges  or in the  over-the-counter
market. A put option on a foreign currency gives the purchaser of the option the
right to sell a foreign currency at the exercise price until the option expires.
Currency  options  traded on U.S. or other  exchanges may be subject to position
limits which may limit the ability of the Portfolio to reduce  foreign  currency
risk using such options.  Over-the-counter options differ from traded options in
that they are two-party  contracts with price and other terms negotiated between
buyer  and  seller,  and  generally  do not  have as much  market  liquidity  as
exchange-traded options.

         Futures Contracts and Options on Futures  Contracts.  The Portfolio may
use interest rate, foreign currency or index futures contracts,  as specified in
the Trust's  Prospectus.  An interest  rate,  foreign  currency or index futures
contract provides for the future sale by one party and purchase by another party
of a specified quantity of a financial instrument,  foreign currency or the cash
value of an index at a specified price and time. A futures  contract on an index
is an agreement  pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the difference  between the value of the index at the
close of the last  trading day of the  contract and the price at which the index
contract  was  originally  written.  Although  the value of an index  might be a
function of the value of certain specified  securities,  no physical delivery of
these securities is made.

         The  Portfolio  may  purchase  and write call and put futures  options.
Futures  options  possess  many  of  the  same  characteristics  as  options  on
securities and indexes  (discussed above). A futures option gives the holder the
right, in return for the premium paid, to assume a long position (call) or short
position (put) in a futures  contract at a specified  exercise price at any time
during the period of the  option.  Upon  exercise of a call  option,  the holder
acquires a long position in the futures  contract and the writer is assigned the
opposite short position. In the case of a put option, the opposite is true.

         To comply with  applicable  rules of the CFTC under which the Trust and
the  Portfolio  avoid  being  deemed a  "commodity  pool" or a  "commodity  pool
operator," the Portfolio intends generally to limit its use of futures contracts
and futures options to "bona fide hedging" transactions, as such term is defined
in  applicable  regulations,  interpretations  and  practice.  For example,  the
Portfolio might use futures  contracts to hedge against  anticipated  changes in
interest rates that might  adversely  affect either the value of the Portfolio's
securities  or the  price of the  securities  which  the  Portfolio  intends  to
purchase.  The  Portfolio's  hedging  activities  may  include  sales of futures
contracts  as an offset  against  the effect or expected  increases  in interest
rates,  and  purchases of futures  contracts as an offset  against the effect of
expected declines in interest rates.  Although other techniques could be used to
reduce that Portfolio's  exposure to interest rate  fluctuations,  the Portfolio
may be able to hedge its exposure more  effectively  and perhaps at a lower cost
by using futures contracts and futures options.

         The  Portfolio  will only  enter into  futures  contracts  and  futures
options which are standardized and traded on a U.S. or foreign  exchange,  board
of trade, or similar entity, or quoted on an automated quotation system.

         When a purchase or sale of a futures contract is made by the Portfolio,
the Portfolio is required to deposit with its  custodian (or broker,  if legally
permitted) a specified amount of cash or U.S.  Government  securities  ("initial
margin").  The margin required for a futures  contract is set by the exchange on
which  the  contract  is  traded  and may be  modified  during  the  term of the
contract.  The  initial  margin is in the nature of a  performance  bond or good
faith deposit on the futures  contract  which is returned to the Portfolio  upon
termination  of the contract,  assuming all  contractual  obligations  have been
satisfied.  The Portfolio  expects to earn interest income on its initial margin
deposits.  A futures  contract  held by the  Portfolio  is  valued  daily at the
official  settlement  price of the exchange on which it is traded.  Each day the
Portfolio pays or receives cash, called  "variation  margin," equal to the daily
change in value of the futures  contract.  This  process is known as "marking to
market."  Variation  margin  does  not  represent  a  borrowing  or  loan by the
Portfolio  but is instead a settlement  between the  Portfolio and the broker of
the amount one would owe the other if the futures contract expired. In computing
daily net asset  value,  each  Portfolio  will mark to market  its open  futures
positions.

         The  Portfolio  is also  required to deposit and  maintain  margin with
respect to put and call options on futures  contracts written by it. Such margin
deposits will vary  depending on the nature of the underlying  futures  contract
(and the related initial margin  requirements),  the current market value of the
option, and other futures positions held by the Portfolio.

         Although some futures  contracts call for making or taking  delivery of
the underlying  securities,  generally these obligations are closed out prior to
delivery by offsetting  purchases or sales of matching  futures  contracts (same
exchange,  underlying  security or index, and delivery month).  If an offsetting
purchase  price is less than the original sale price,  the Portfolio  realizes a
capital  gain,  or if  it is  more,  the  Portfolio  realizes  a  capital  loss.
Conversely,  if an  offsetting  sale  price is more than the  original  purchase
price,  the Portfolio  realizes a capital gain, or if it is less,  the Portfolio
realizes a capital loss.  The  transaction  costs must also be included in these
calculations.

         Limitations  on Use of Futures and  Futures  Options.  In general,  the
Portfolio  intends to enter into  positions  in futures  contracts  and  related
options  only for "bona fide  hedging"  purposes.  With  respect to positions in
futures and related options that do not constitute bona fide hedging  positions,
the Portfolio will not enter into a futures  contract or futures option contract
if,  immediately  thereafter,  the aggregate initial margin deposits relating to
such positions plus premiums paid by it for open futures option positions,  less
the amount by which any such options are "in-the-money,"  would exceed 5% of the
Portfolio's  total assets. A call option is  "in-the-money"  if the value of the
futures contract that is the subject of the option exceeds the exercise price. A
put option is  "in-the-money"  if the  exercise  price  exceeds the value of the
futures contract that is the subject of the option.

         When  purchasing a futures  contract,  the Portfolio will maintain with
its custodian (and  mark-to-market on a daily basis) cash or other liquid assets
that, when added to the amounts deposited with a futures commission  merchant as
margin,  are equal to the market value of the futures  contract.  Alternatively,
the  Portfolio  may "cover" its position by  purchasing a put option on the same
futures  contract  with a strike  price as high or higher  than the price of the
contract held by the Portfolio.

         When selling a futures  contract,  the Portfolio will maintain with its
custodian (and  mark-to-market  on a daily basis) liquid assets that, when added
to the amount deposited with a futures commission  merchant as margin, are equal
to the market value of the instruments  underlying the contract.  Alternatively,
the Portfolio may "cover" its position by owning the instruments  underlying the
contract  (or, in the case of an index  futures  contract,  a  portfolio  with a
volatility  substantially  similar  to that of the  index on which  the  futures
contract is based),  or by holding a call option  permitting  the  Portfolio  to
purchase  the same  futures  contract at a price no higher than the price of the
contract  written by the  Portfolio  (or at a higher price if the  difference is
maintained in liquid assets with the Trust's custodian).

         When selling a call option on a futures  contract,  the Portfolio  will
maintain with its custodian (and  mark-to-market on a daily basis) cash or other
liquid  assets  that,  when  added  to the  amounts  deposited  with  a  futures
commission  merchant  as margin,  equal the total  market  value of the  futures
contract underlying the call option. Alternatively,  the Portfolio may cover its
position by entering  into a long  position  in the same  futures  contract at a
price  no  higher  than the  strike  price of the call  option,  by  owning  the
instruments  underlying  the  futures  contract,  or by holding a separate  call
option permitting the Portfolio to purchase the same futures contract at a price
not higher than the strike price of the call option sold by the Portfolio.

         When selling a put option on a futures  contract,  the  Portfolio  will
maintain with its custodian  (and mark-to market on a daily basis) cash or other
liquid assets that equal the purchase  price of the futures  contract,  less any
margin on deposit. Alternatively, the Portfolio may cover the position either by
entering  into a short  position in the same  futures  contract,  or by owning a
separate put option  permitting it to sell the same futures  contract so long as
the strike  price of the  purchased  put  option is the same or higher  than the
strike price of the put option sold by the Portfolio.

         Swap Agreements.  The Portfolio may enter into interest rate, index and
currency  exchange rate swap  agreements  for purposes of attempting to obtain a
particular desired return at a lower cost to the Portfolio than if the Portfolio
had invested  directly in an instrument that yielded that desired return.  For a
discussion of swap  agreements,  see the Trust's  Prospectus  under  "Investment
Objectives  and Policies." The  Portfolio's  obligations  under a swap agreement
will be accrued daily (offset  against any amounts owing to the  Portfolio)  and
any accrued but unpaid net amounts owed to a swap  counterparty  will be covered
by the  maintenance of a segregated  account  consisting of cash or other liquid
assets to avoid any  potential  leveraging  of the  Portfolio's  portfolio.  The
Portfolio  will not enter into a swap agreement with any single party if the net
amount owned or to be received  under  existing  contracts with that party would
exceed 5% of the Portfolio's assets.

         Whether the  Portfolio's  use of swap  agreements will be successful in
furthering  its  investment  objective  of  total  return  will  depend  on  the
Sub-advisor's  ability correctly to predict whether certain types of investments
are likely to produce greater returns than other  investments.  Because they are
two party  contracts  and because they may have terms of longer than seven days,
swap agreements may be considered to be illiquid.  Moreover, the Portfolio bears
the risk of loss of the amount expected to be received under a swap agreement in
the event of the default or bankruptcy  of a swap  agreement  counterparty.  The
Sub-advisor  will cause the  Portfolio to enter into swap  agreements  only with
counterparties that would be eligible for consideration as repurchase  agreement
counterparties under the Portfolio's  repurchase agreement  guidelines.  Certain
restrictions imposed on the Portfolio by the Internal Revenue Code may limit the
Portfolio's ability to use swap agreements. The swaps market is a relatively new
market and is largely unregulated. It is possible that developments in the swaps
market,  including potential government  regulation,  could adversely affect the
Portfolio's  ability to terminate existing swap agreements or to realize amounts
to be received under such agreements.

         Certain  swap  agreements  are  exempt  from  most  provisions  of  the
Commodity Exchange Act ("CEA") and,  therefore,  are not regulated as futures or
commodity option transactions under the CEA, pursuant to regulations approved by
the CFTC. To qualify for this  exemption,  a swap agreement must be entered into
by  "eligible  participants."  To be  eligible,  natural  persons and most other
entities  must have total  assets  exceeding  $10 million;  commodity  pools and
employee  benefit plans must have assets exceeding $5 million.  In addition,  an
eligible swap transaction must meet three conditions.  First, the swap agreement
may not be part of a fungible class of agreements  that are  standardized  as to
their material  economic terms.  Second,  the  creditworthiness  of parties with
actual or  potential  obligations  under the swap  agreement  must be a material
consideration  in entering into or determining  the terms of the swap agreement,
including pricing,  cost or credit enhancement terms. Third, swap agreements may
not be  entered  into  and  traded  on or  through  a  multilateral  transaction
execution facility.

         This exemption is not exclusive,  and partnerships may continue to rely
on existing  exclusions for swaps,  such as the Policy  Statement issued in July
1989 which  recognized a safe harbor for swap  transactions  from  regulation as
futures or commodity option  transactions under the CEA or its regulations.  The
Policy  Statement  applies  to swap  transactions  settled in cash that (1) have
individual  tailored  terms,  (2) lack  exchange-style  offset  and the use of a
clearing organization or margin system, (3) are undertaken in conjunction with a
line of business, and (4) are not marketed to the public.

         Structured Notes. Structured notes are derivative debt securities,  the
interest rate or principal of which is related to another economic  indicator or
financial market index.  Indexed  securities include structured notes as well as
securities other than debt  securities,  the interest rate or principal of which
is determined by such an unrelated  indicator.  Indexed securities may include a
multiplier  that  multiplies  the  indexed  element by a  specified  factor and,
therefore,  the value of such securities may be very volatile. To the extent the
Portfolio invests in these securities,  however,  the Sub-advisor analyzes these
securities  in  its  overall   assessment  of  the  effective  duration  of  the
Portfolio's  portfolio  in an effort to monitor the  Portfolio's  interest  rate
risk.

         Foreign Currency Exchange-Related  Securities. The Portfolio may invest
in foreign  currency  warrants,  principal  exchange rate linked  securities and
performance  indexed  paper.  For a description of these  instruments,  see this
Statement under "Certain Risk Factor and Investment Methods."

         Warrants to Purchase Securities. The Portfolio may invest in or acquire
warrants to purchase  equity or  fixed-income  securities.  Bonds with  warrants
attached to purchase equity securities have many  characteristics of convertible
bonds and their  prices may, to some  degree,  reflect  the  performance  of the
underlying  stock.  Bonds also may be issued with warrants  attached to purchase
additional  fixed-income  securities  at the same  coupon  rate.  A  decline  in
interest  rates  would  permit  the  Portfolio  to buy  additional  bonds at the
favorable rate or to sell the warrants at a profit.  If interest rates rise, the
warrants would generally expire with no value.

         Hybrid Instruments.  The Portfolio may invest up to 5% of its assets in
hybrid  instruments.  A hybrid  instrument  can combine the  characteristics  of
securities,  futures, and options.  Hybrids can be used as an efficient means of
pursuing a variety of investment goals,  including  currency  hedging,  duration
management,  and increased total return. For an additional  discussion of hybrid
instruments  and  certain  risks  involved  therein,  see this  Statement  under
"Certain Risk Factors and Investment Methods."

         Inverse  Floaters.  The Portfolio  may also invest in inverse  floating
rate debt  instruments  ("inverse  floaters").  The interest  rate on an inverse
floater  resets in the  opposite  direction  from the market rate of interest to
which the inverse  floater is indexed.  An inverse  floating  rate  security may
exhibit greater price  volatility than a fixed rate obligation of similar credit
quality.  The  Portfolio  will not invest  more than 5% of its net assets in any
combination of inverse floater, interest only, or principal only securities.

         Loan  Participations.  The  Portfolio  may purchase  participations  in
commercial  loans.   Such  indebtedness  may  be  secured  or  unsecured.   Loan
participations typically represent direct participation in a loan to a corporate
borrower,  and generally are offered by banks or other financial institutions or
lending syndicates.  When purchasing loan participations,  the Portfolio assumes
the credit risk associated with the corporate borrower and may assume the credit
risk associated with an interposed  bank or other  financial  intermediary.  The
participation  interests  in which the  Portfolio  intends  to invest may not be
rated by any nationally recognized rating service.

         A loan is often  administered  by an agent bank acting as agent for all
holders.  The agent bank  administers the terms of the loan, as specified in the
loan  agreement.  In addition,  the agent bank is normally  responsible  for the
collection  of principal and interest  payments from the corporate  borrower and
the apportionment of these payments to the credit of all institutions  which are
parties  to the loan  agreement.  Unless,  under  the terms of the loan or other
indebtedness,  the Portfolio has direct recourse against the corporate borrower,
the Portfolio may have to rely on the agent bank or other financial intermediary
to apply appropriate credit remedies against a corporate borrower.

         A financial institution's  employment as agent bank might be terminated
in the event that it fails to observe a  requisite  standard  of care or becomes
insolvent.  A successor  agent bank would  generally be appointed to replace the
terminated  agent  bank,  and  assets  held by the  agent  bank  under  the loan
agreement should remain available to holders of such indebtedness.  However,  if
assets held by the agent bank for the benefit of the Portfolio  were  determined
to be subject to the claims of the agent bank's general creditors, the Portfolio
might  incur  certain  costs and delays in  realizing  payment on a loan or loan
participation  and  could  suffer  a  loss  of  principal  and/or  interest.  In
situations involving other interposed financial institutions (e.g., an insurance
company or governmental agency) similar risks may arise.

         Purchasers  of loans and  other  forms of  direct  indebtedness  depend
primarily  upon the  creditworthiness  of the corporate  borrower for payment of
principal and interest.  If the Portfolio does not receive scheduled interest or
principal payments on such  indebtedness,  the Portfolio's share price and yield
could be adversely  affected.  Loans that are fully  secured offer the Portfolio
more  protection than an unsecured loan in the event of non-payment of scheduled
interest or principal.  However,  there is no assurance that the  liquidation of
collateral   from  a  secured  loan  would  satisfy  the  corporate   borrower's
obligation, or that the collateral can be liquidated.

         The Portfolio  may invest in loan  participations  with credit  quality
comparable to that of issuers of its  securities  investments.  Indebtedness  of
companies whose  creditworthiness is poor involves  substantially greater risks,
and  may  be  highly  speculative.  Some  companies  may  never  pay  off  their
indebtedness, or may pay only a small fraction of the amount owed. Consequently,
when  investing in  indebtedness  of companies  with poor credit,  the Portfolio
bears a substantial risk of losing the entire amount invested.

         The Portfolio limits the amount of its total assets that it will invest
in any one  issuer or in  issuers  within  the same  industry  (see  "Investment
Restrictions"). For purposes of these limits, the Portfolio generally will treat
the corporate borrower as the "issuer" of indebtedness held by the Portfolio. In
the case of loan participations where a bank or other lending institution serves
as a financial intermediary between the Portfolio and the corporate borrower, if
the  participation  does not shift to the Portfolio  the direct  debtor-creditor
relationship  with the  corporate  borrower,  SEC  interpretations  require  the
Portfolio to treat both the lending bank or other  lending  institution  and the
corporate  borrower as  "issuers"  for the purposes of  determining  whether the
Portfolio  has  invested  more than 5% of its total  assets in a single  issuer.
Treating a financial  intermediary as an issuer of indebtedness may restrict the
Portfolio's  ability to invest in  indebtedness  related  to a single  financial
intermediary, or a group of intermediaries engaged in the same industry, even if
the underlying borrowers represent many different companies and industries.

         Loan  and  other  types  of  direct  indebtedness  may  not be  readily
marketable  and may be  subject  to  restrictions  on  resale.  In  some  cases,
negotiations  involved  in  disposing  of  indebtedness  may  require  weeks  to
complete.  Consequently,  some  indebtedness  may be difficult or  impossible to
dispose of readily  at what the  Sub-advisor  believes  to be a fair  price.  In
addition,  valuation  of  illiquid  indebtedness  involves  a greater  degree of
judgment in determining  the Portfolio's net asset value than if that value were
based on available market quotations, and could result in significant variations
in the Portfolio's  daily share price. At the same time, some loan interests are
traded  among  certain  financial  institutions  and  accordingly  may be deemed
liquid.  As the  market  for  different  types  of  indebtedness  develops,  the
liquidity  of these  instruments  is  expected  to  improve.  In  addition,  the
Portfolio  currently intends to treat indebtedness for which there is no readily
available  market as illiquid  for  purposes of the  Portfolio's  limitation  on
illiquid  investments.  Investments in loan  participations are considered to be
debt obligations for purposes of the Company's  investment  restriction relating
to the lending of funds or assets by the Portfolio.

         Investments  in loans  through  a direct  assignment  of the  financial
institution's interests with respect to the loan may involve additional risks to
the Portfolio. For example, if a loan is foreclosed,  the Portfolio could become
part  owner  of any  collateral,  and  would  bear  the  costs  and  liabilities
associated  with owning and  disposing of the  collateral.  In  addition,  it is
conceivable  that  under  emerging  legal  theories  of  lender  liability,  the
Portfolio  could be held liable as  co-lender.  It is unclear  whether loans and
other forms of direct  indebtedness  offer  securities law  protections  against
fraud and  misrepresentation.  In the absence of definitive regulatory guidance,
the  Portfolio  relies on the  Sub-advisor's  research  in an  attempt  to avoid
situations  where  fraud  or   misrepresentation   could  adversely  affect  the
Portfolio.

         Delayed Funding Loans and Revolving  Credit  Facilities.  The Portfolio
may  enter  into,  or  acquire  participations  in,  delayed  funding  loans and
revolving  credit  facilities.   Delayed  funding  loans  and  revolving  credit
facilities are borrowing  arrangements  in which the lender agrees to make loans
up to a maximum  amount upon  demand by the  borrower  during a specified  term.
These commitments may have the effect of requiring the Portfolio to increase its
investment  in a company at a time when it might not  otherwise  decide to do so
(including at a time when the company's  financial  condition  makes it unlikely
that such amounts will be repaid). To the extent that the Portfolio is committed
to advance  additional  funds,  it will at all times  segregate  liquid  assets,
determined  to be  liquid  by the  Sub-advisor  in  accordance  with  procedures
established  by the Board of  Directors,  in an amount  sufficient  to meet such
commitments.  The  Portfolio  may invest in delayed  funding loans and revolving
credit  facilities  with  credit  quality  comparable  to that of issuers of its
securities  investments.  Delayed funding loans and revolving credit  facilities
may be subject to restrictions on transfer,  and only limited  opportunities may
exist to resell such  instruments.  As a result,  the Portfolio may be unable to
sell such  investments  at an opportune  time or may have to resell them at less
than fair market value. The Portfolio  currently intend to treat delayed funding
loans and revolving  credit  facilities for which there is no readily  available
market as  illiquid  for  purposes  of the  Portfolio's  limitation  on illiquid
investments.  Participation  interests in revolving  credit  facilities  will be
subject to the limitations discussed above under "Loan Participations."  Delayed
funding  loans  and  revolving  credit  facilities  are  considered  to be  debt
obligations for purposes of the Company's investment restriction relating to the
lending of funds or assets by the Portfolio.

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The  following  limitations  are  applicable  to the AST PIMCO Total Return Bond
Portfolio.  These  limitations are not  "fundamental"  restrictions,  and may be
changed by the Trustees without shareholder approval.

         1. The  Portfolio  will not  invest  more than 15% of the assets of the
Portfolio  (taken at market  value at the time of the  investment)  in "illiquid
securities,"  illiquid securities being defined to include securities subject to
legal  or  contractual   restrictions  on  resale  (which  may  include  private
placements),  repurchase  agreements  maturing in more than seven days,  certain
options  traded over the counter that the  Portfolio has  purchased,  securities
being used to cover options a Portfolio has written, securities for which market
quotations are not readily  available,  or other  securities which legally or in
the Sub-advisor's option may be deemed illiquid.

         2. The Portfolio will not purchase  securities for the Portfolio  from,
or sell  portfolio  securities to, any of the officers and directors or Trustees
of the Trust or of the Investment Manager or of the Sub-advisor.

         3. The  Portfolio  will not  invest  more than 5% of the  assets of the
Portfolio  (taken at market value at the time of investment) in any  combination
of interest only, principal only, or inverse floating rate securities.

AST PIMCO Limited Maturity Bond Portfolio:

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

Investment Policies:

         Borrowing.  The  Portfolio  may  borrow  for  temporary  administrative
purposes.  This borrowing may be unsecured.  The 1940 Act requires the Portfolio
to  maintain   continuous  asset  coverage  (that  is,  total  assets  including
borrowings,  less  liabilities  exclusive of  borrowings)  of 300% of the amount
borrowed.  If the 300%  asset  coverage  should  decline  as a result  of market
fluctuations or other reasons, the Portfolio may be required to sell some of its
portfolio  holdings  within  three days to reduce the debt and  restore the 300%
asset  coverage,  even  though  it may be  disadvantageous  from  an  investment
standpoint to sell  securities at that time.  Borrowing  will tend to exaggerate
the effect on net asset value of any increase or decrease in the market value of
the  Portfolio's  securities.  Money  borrowed will be subject to interest costs
which may or may not be recovered by appreciation  of the securities  purchased.
The  Portfolio  also may be  required to maintain  minimum  average  balances in
connection with such borrowing or to pay a commitment or other fee to maintain a
line of  credit;  either  of  these  requirements  would  increase  the  cost of
borrowing over the stated interest rate.

         Among the forms of borrowing in which the  Portfolio  may engage is the
entry  into  reverse  repurchase  agreements.  A  reverse  repurchase  agreement
involves the sale of the Portfolio-eligible  security by the Portfolio,  coupled
with its agreement to repurchase  the  instrument at a specified time and price.
The Portfolio will maintain a segregated  account with its Custodian  consisting
of cash or other liquid  assets equal (on a daily  mark-to-market  basis) to its
obligations under reverse  repurchase  agreements with  broker-dealers  (but not
banks). However,  reverse repurchase agreements involve the risk that the market
value of securities  retained by the Portfolio may decline below the  repurchase
price  of the  securities  sold  by  the  Portfolio  which  it is  obligated  to
repurchase.  To the extent that the  Portfolio  collateralizes  its  obligations
under a reverse  repurchase  agreement,  the asset coverage  requirements of the
1940 Act will not apply.

         In  addition  to the  above,  the  Portfolio  may  enter  into  reverse
repurchase   agreements  and  "mortgage  dollar  rolls."  A  reverse  repurchase
agreement involves the sale of a  portfolio-eligible  security by the Portfolio,
coupled with its agreement to repurchase  the instrument at a specified time and
price. In a "dollar roll"  transaction  the Portfolio  sells a  mortgage-related
security  (such as a GNMA  security)  to a dealer and  simultaneously  agrees to
repurchase  a similar  security  (but not the same  security) in the future at a
pre-determined  price. A "dollar roll" can be viewed,  like a reverse repurchase
agreement,  as a  collateralized  borrowing  in which  the  Portfolio  pledges a
mortgage-related  security  to a dealer  to obtain  cash.  Unlike in the case of
reverse repurchase agreements, the dealer with which the Portfolio enters into a
dollar roll  transaction is not obligated to return the same securities as those
originally sold by the Portfolio,  but only securities which are  "substantially
identical." To be considered "substantially  identical," the securities returned
to the Portfolio  generally  must:  (1) be  collateralized  by the same types of
underlying  mortgages;  (2) be issued by the same agency and be part of the same
program;  (3) have a similar  original stated  maturity;  (4) have identical net
coupon rates;  (5) have similar  market yields (and  therefore  price);  and (6)
satisfy  "good  delivery"  requirements,  meaning that the  aggregate  principal
amounts of the securities delivered and received back must be within 2.5% of the
initial  amount  delivered.  The  Portfolio's  obligations  under a dollar  roll
agreement  must be covered by cash or other liquid  assets equal in value to the
securities  subject to repurchase by the  Portfolio,  maintained in a segregated
account.

         Both dollar roll and reverse  repurchase  agreements will be subject to
the 1940 Act's  limitations  on  borrowing,  as  discussed  above.  Furthermore,
because dollar roll  transactions  may be for terms ranging  between one and six
months,  dollar roll  transactions  may be deemed  "illiquid" and subject to the
Portfolio's overall limitations on investments in illiquid securities.

         Corporate Debt Securities.  The Portfolio's investments in U.S. dollar-
or foreign currency-denominated corporate debt securities of domestic or foreign
issuers are limited to corporate debt securities  (corporate bonds,  debentures,
notes  and other  similar  corporate  debt  instruments,  including  convertible
securities) which meet the minimum ratings criteria set forth for the Portfolio,
or, if  unrated,  are in the  Sub-advisor's  opinion  comparable  in  quality to
corporate debt securities in which the Portfolio may invest.  The rate of return
or return of principal on some debt  obligations may be linked or indexed to the
level of  exchange  rates  between  the U.S.  dollar and a foreign  currency  or
currencies.

         Among  the  corporate  bonds in which  the  Portfolio  may  invest  are
convertible  securities.  A convertible security is a bond, debenture,  note, or
other  security that entitles the holder to acquire common stock or other equity
securities of the same or a different issuer. A convertible  security  generally
entitles the holder to receive  interest paid or accrued  until the  convertible
security  matures or is redeemed,  converted or  exchanged.  Before  conversion,
convertible  securities  have  characteristics  similar to  nonconvertible  debt
securities.   Convertible   securities   rank  senior  to  common   stock  in  a
corporation's capital structure and, therefore,  generally entail less risk than
the  corporation's  common  stock,  although  the  extent to which  such risk is
reduced  depends  in large  measure  upon the  degree to which  the  convertible
security sells above its value as a fixed-income security.

         A  convertible  security may be subject to  redemption at the option of
the issuer at a  predetermined  price.  If a  convertible  security  held by the
Portfolio is called for  redemption,  the Portfolio  would be required to permit
the issuer to redeem the security and convert it to underlying  common stock, or
would sell the convertible  security to a third party.  The Portfolio  generally
would invest in convertible securities for their favorable price characteristics
and total return potential and would normally not exercise an option to convert.

         Investments  in  securities  rated  below  investment  grade  that  are
eligible for purchase by the  Portfolio  (i.e.,  rated B or better by Moody's or
S&P),  are  described as  "speculative"  by both Moody's and S&P.  Investment in
lower-rated  corporate  debt  securities  ("high  yield  securities")  generally
provides greater income and increased  opportunity for capital appreciation than
investments in higher quality securities, but they also typically entail greater
price  volatility and principal and income risk. These high yield securities are
regarded as predominantly  speculative  with respect to the issuer's  continuing
ability to meet principal and interest payments. The market for these securities
is relatively  new, and many of the outstanding  high yield  securities have not
endured a major business  recession.  A long-term track record on default rates,
such as that for  investment  grade  corporate  bonds,  does not  exist for this
market.  Analysis of the creditworthiness of issuers of debt securities that are
high  yield  may be more  complex  than  for  issuers  of  higher  quality  debt
securities.

         High yield  securities  may be more  susceptible  to real or  perceived
adverse  economic and competitive  industry  conditions  than  investment  grade
securities.  The  prices of high  yield  securities  have been  found to be less
sensitive to  interest-rate  changes  than  higher-rated  investments,  but more
sensitive to adverse economic downturns or individual corporate developments.  A
projection of an economic  downturn or of a period of rising interest rates, for
example,  could cause a decline in high yield security prices because the advent
of a recession  could lessen the ability of a highly  leveraged  company to make
principal  and interest  payments on its debt  securities.  If an issuer of high
yield securities defaults, in addition to risking payment of all or a portion of
interest and  principal,  the  Portfolio may incur  additional  expenses to seek
recovery.  In the case of high yield  securities  structured as  zero-coupon  or
pay-in-kind securities,  their market prices are affected to a greater extent by
interest rate changes,  and therefore  tend to be more volatile than  securities
which pay interest periodically and in cash.

         The secondary  market on which high yield  securities are traded may be
less liquid than the market for higher grade  securities.  Less liquidity in the
secondary trading market could adversely affect the price at which the Portfolio
could sell a high yield security, and could adversely affect the daily net asset
value of the shares. Adverse publicity and investor perceptions,  whether or not
based on  fundamental  analysis,  may decrease the values and  liquidity of high
yield securities  especially in a thinly-traded  market.  When secondary markets
for high yield  securities  are less  liquid  than the  market for higher  grade
securities,  it may be more  difficult  to value  the  securities  because  such
valuation may require more research, and elements of judgment may play a greater
role in the valuation because there is less reliable,  objective data available.
The  Sub-advisor  seeks to minimize  the risks of  investing  in all  securities
through  diversification,  in-depth  credit  analysis  and  attention to current
developments  in interest rates and market  conditions.  For a discussion of the
risks  involved in  lower-rated  debt  securities,  see this  Statement  and the
Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         Participation on Creditors  Committees.  The Portfolio may from time to
time  participate  on  committees  formed by  creditors  to  negotiate  with the
management of financially  troubled issuers of securities held by the Portfolio.
Such  participation may subject the Portfolio to expenses such as legal fees and
may make the  Portfolio  an  "insider" of the issuer for purposes of the federal
securities laws, and therefore may restrict the Portfolio's  ability to trade in
or acquire additional positions in a particular security when it might otherwise
desire to do so.  Participation  by the  Portfolio on such  committees  also may
expose the Portfolio to potential  liabilities under the federal bankruptcy laws
or other laws governing the rights of creditors and debtors. The Portfolio would
participate  on such  committees  only  when  the  Adviser  believed  that  such
participation was necessary or desirable to enforce the Portfolio's  rights as a
creditor or to protect the value of securities held by the Portfolio.

         Mortgage-Related    Securities.    The    Portfolio   may   invest   in
mortgage-backed  securities.  Mortgage-related securities are interests in pools
of residential or commercial  mortgage loans,  including  mortgage loans made by
savings and loan  institutions,  mortgage bankers,  commercial banks and others.
Pools of mortgage  loans are  assembled as  securities  for sale to investors by
various   governmental,   government-related   and  private  organizations  (see
"Mortgage  Pass-Through  Securities").  The  Portfolio  may also  invest in debt
securities  which are secured with  collateral  consisting  of  mortgage-related
securities (see "Collateralized  Mortgage  Obligations"),  and in other types of
mortgage-related securities.

         Interests  in pools of  mortgage-related  securities  differ from other
forms of debt  securities,  which  normally  provide  for  periodic  payment  of
interest in fixed amounts with principal  payments at maturity or specified call
dates.  Instead,  these  securities  provide a monthly payment which consists of
both  interest  and  principal  payments.   In  effect,  these  payments  are  a
"pass-through" of the monthly payments made by the individual borrowers on their
residential or commercial  mortgage loans, net of any fees paid to the issuer or
guarantor of such  securities.  Additional  payments are caused by repayments of
principal  resulting  from the sale of the underlying  property,  refinancing or
foreclosure,  net of fees or costs which may be incurred.  Some mortgage-related
securities  (such as  securities  issued  by the  Government  National  Mortgage
Association) are described as "modified  pass-through." These securities entitle
the holder to receive all interest and  principal  payments owed on the mortgage
pool, net of certain fees, at the scheduled  payment dates regardless of whether
or not the mortgagor actually makes the payment.

         The principal governmental guarantor of mortgage-related  securities is
the Government National Mortgage  Association  ("GNMA").  GNMA is a wholly owned
United States Government  corporation within the Department of Housing and Urban
Development.  GNMA is authorized to guarantee, with the full faith and credit of
the United States  Government,  the timely  payment of principal and interest on
securities  issued by  institutions  approved  by GNMA (such as savings and loan
institutions,  commercial  banks and  mortgage  bankers)  and backed by pools of
FHA-insured or VA-guaranteed mortgages.

         Government-related  guarantors  (i.e., not backed by the full faith and
credit of the United States  Government)  include the Federal National  Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage  Corporation  ("FHLMC").
FNMA  is  a   government-sponsored   corporation   owned   entirely  by  private
stockholders.  It is subject to general  regulation  by the Secretary of Housing
and Urban  Development.  FNMA  purchases  conventional  (i.e.,  not  insured  or
guaranteed  by any  government  agency)  residential  mortgages  from a list  of
approved  seller/servicers  which include state and federally  chartered savings
and loan associations,  mutual savings banks, commercial banks and credit unions
and mortgage bankers.  Pass-through  securities issued by FNMA are guaranteed as
to timely  payment of  principal  and interest by FNMA but are not backed by the
full faith and credit of the United States Government.

         FHLMC was created by Congress in 1970 for the purpose of increasing the
availability   of   mortgage   credit   for   residential   housing.   It  is  a
government-sponsored  corporation formerly owned by the twelve Federal Home Loan
Banks and now owned entirely by private stockholders. FHLMC issues Participation
Certificates  ("PCs") which represent  interests in conventional  mortgages from
FHLMC's national portfolio.  FHLMC guarantees the timely payment of interest and
ultimate  collection of principal,  but PCs are not backed by the full faith and
credit of the United States Government.

         Commercial  banks,  savings  and loan  institutions,  private  mortgage
insurance  companies,  mortgage  bankers and other secondary market issuers also
create  pass-through  pools of conventional  residential  mortgage  loans.  Such
issuers may, in addition,  be the originators and/or servicers of the underlying
mortgage  loans as well as the  guarantors of the  mortgage-related  securities.
Pools created by such non-governmental  issuers generally offer a higher rate of
interest  than  government  and  government-related  pools  because there are no
direct or indirect  government  or agency  guarantees  of payments in the former
pools.  However,  timely payment of interest and principal of these pools may be
supported  by various  forms of insurance or  guarantees,  including  individual
loan, title, pool and hazard insurance and letters of credit.  The insurance and
guarantees  are  issued  by  governmental  entities,  private  insurers  and the
mortgage poolers.  Such insurance and guarantees and the creditworthiness of the
issuers  thereof will be considered in  determining  whether a  mortgage-related
security  meets  the  Trust's  investment  quality  standards.  There  can be no
assurance  that the private  insurers or guarantors  can meet their  obligations
under  the  insurance  policies  or  guarantee  arrangements.  The  Fixed-Income
Portfolio may buy  mortgage-related  securities  without insurance or guarantees
if,  through  an  examination  of  the  loan  experience  and  practices  of the
originator/servicers  and poolers,  the Adviser  determines  that the securities
meet the Trust's quality  standards.  Although the market for such securities is
becoming increasingly liquid, securities issued by certain private organizations
may not be readily  marketable.  No  Portfolio  will  purchase  mortgage-related
securities or any other assets which in the  Adviser's  opinion are illiquid if,
as a result,  more than 15% of the value of the Portfolio's total assets will be
illiquid.

         Mortgage-backed  securities  that are issued or  guaranteed by the U.S.
Government, its agencies or instrumentalities, are not subject to the Portfolio'
industry  concentration   restrictions,   set  forth  in  this  Statement  under
"Investment  Restrictions,"  by virtue of the exclusion from that test available
to  all  U.S.   Government   securities.   In  the  case  of  privately   issued
mortgage-related   securities,   the   Portfolio   takes   the   position   that
mortgage-related  securities  do  not  represent  interests  in  any  particular
"industry" or group of industries.  The assets underlying such securities may be
represented by the Portfolio of first lien residential mortgages (including both
whole  mortgage  loans and mortgage  participation  interests)  or portfolios of
mortgage  pass-through  securities  issued or guaranteed by GNMA, FNMA or FHLMC.
Mortgage loans underlying a mortgage-related  security may in turn be insured or
guaranteed by the Federal Housing  Administration  or the Department of Veterans
Affairs.  In  the  case  of  private  issue  mortgage-related  securities  whose
underlying   assets   are   neither   U.S.   Government   securities   nor  U.S.
Government-insured  mortgages,  to the extent that real properties securing such
assets may be located  in the same  geographical  region,  the  security  may be
subject to a greater risk of default  than other  comparable  securities  in the
event of adverse  economic,  political or business  developments that may affect
such  region and,  ultimately,  the ability of  residential  homeowners  to make
payments of principal and interest on the underlying mortgages.

                  Collateralized  Mortgage Obligations (CMOs). A CMO is a hybrid
between a mortgage-backed bond and a mortgage pass-through security.  Similar to
a bond,  interest and prepaid  principal is paid,  in most cases,  semiannually.
CMOs may be  collateralized  by whole  mortgage  loans,  but are more  typically
collateralized by portfolios of mortgage  pass-through  securities guaranteed by
GNMA, FHLMC, or FNMA, and their income streams.

         CMOs are  structured  into multiple  classes,  each bearing a different
stated  maturity.  Actual  maturity  and  average  life  will  depend  upon  the
prepayment  experience  of the  collateral.  CMOs provide for a modified form of
call protection through a de facto breakdown of the underlying pool of mortgages
according  to how  quickly the loans are repaid.  Monthly  payment of  principal
received from the pool of underlying mortgages,  including prepayments, is first
returned to investors holding the shortest maturity class. Investors holding the
longer maturity  classes  receive  principal only after the first class has been
retired.  An investor is partially  guarded against a sooner than desired return
of principal because of the sequential payments.

         In a typical CMO transaction,  a corporation ("issuer") issues multiple
series (e.g., A, B, C, Z) of CMO bonds ("Bonds").  Proceeds of the Bond offering
are  used  to  purchase   mortgages   or  mortgage   pass-through   certificates
("Collateral").  The  Collateral is pledged to a third party trustee as security
for the Bonds.  Principal and interest  payments from the Collateral are used to
pay principal on the Bonds in the order A, B, C, Z. The Series A, B, and C Bonds
all bear current interest. Interest on the Series Z Bond is accrued and added to
principal  and a like amount is paid as  principal on the Series A, B, or C Bond
currently  being  paid off.  When the Series A, B, and C Bonds are paid in full,
interest and  principal on the Series Z Bond begins to be paid  currently.  With
some CMOs, the issuer serves as a conduit to allow loan  originators  (primarily
builders  or  savings  and loan  associations)  to  borrow  against  their  loan
portfolios.

                  FHLMC Collateralized Mortgage Obligations. FHLMC CMOs are debt
obligations of FHLMC issued in multiple classes having different  maturity dates
which  are  secured  by the  pledge  of a pool of  conventional  mortgage  loans
purchased by FHLMC.  Unlike FHLMC PCs, payments of principal and interest on the
CMOs are made  semiannually,  as opposed  to  monthly.  The amount of  principal
payable on each semiannual payment date is determined in accordance with FHLMC's
mandatory sinking fund schedule,  which, in turn, is equal to approximately 100%
of FHA  prepayment  experience  applied to the  mortgage  collateral  pool.  All
sinking  fund  payments  in the  CMOs are  allocated  to the  retirement  of the
individual classes of bonds in the order of their stated maturities.  Payment of
principal on the mortgage loans in the  collateral  pool in excess of the amount
of FHLMC's  minimum sinking fund obligation for any payment date are paid to the
holders  of the  CMOs  as  additional  sinking  fund  payments.  Because  of the
"pass-through"  nature of all principal payments received on the collateral pool
in  excess  of  FHLMC's  minimum  sinking  fund  requirement,  the rate at which
principal of the CMOs is actually repaid is likely to be such that each class of
bonds will be retired in advance of its scheduled maturity date.

         If  collection  of principal  (including  prepayments)  on the mortgage
loans during any  semiannual  payment  period is not  sufficient to meet FHLMC's
minimum  sinking fund  obligation on the next sinking fund payment  date,  FHLMC
agrees to make up the deficiency from its general funds.

         Criteria for the mortgage  loans in the pool backing the FHLMC CMOs are
identical to those of FHLMC PCs. FHLMC has the right to substitute collateral in
the event of  delinquencies  and/or  defaults.  For an additional  discussion of
mortgage-backed   securities  and  certain  risks  involved  therein,  see  this
Statement and the Trust's  Prospectus under "Certain Risk Factors and Investment
Methods."

         Other Mortgage-Related  Securities.  Other mortgage-related  securities
include  securities other than those described above that directly or indirectly
represent a participation in, or are secured by and payable from, mortgage loans
on  real   property,   including  CMO  residuals  or  stripped   mortgage-backed
securities.  Other mortgage-related  securities may be equity or debt securities
issued by agencies or  instrumentalities  of the U.S.  Government  or by private
originators  of, or investors in,  mortgage  loans,  including  savings and loan
associations,  homebuilders, mortgage banks, commercial banks, investment banks,
partnerships, trusts and special purpose entities of the foregoing.

                  CMO   Residuals.   CMO  residuals  are   derivative   mortgage
securities issued by agencies or  instrumentalities of the U.S. Government or by
private  originators of, or investors in, mortgage loans,  including savings and
loan associations,  homebuilders,  mortgage banks,  commercial banks, investment
banks and special purpose entities of the foregoing.

         The cash flow generated by the mortgage  assets  underlying a series of
CMOs is applied first to make required payments of principal and interest on the
CMOs and second to pay the related  administrative  expenses of the issuer.  The
residual in a CMO structure generally represents the interest in any excess cash
flow remaining after making the foregoing payments.  Each payment of such excess
cash flow to a holder of the related CMO  residual  represents  income  and/or a
return of capital.  The amount of residual cash flow  resulting  from a CMO will
depend on, among other things,  the  characteristics of the mortgage assets, the
coupon  rate of each  class of CMO,  prevailing  interest  rates,  the amount of
administrative expenses and the prepayment experience on the mortgage assets. In
particular,  the yield to maturity on CMO  residuals is  extremely  sensitive to
prepayments on the related underlying  mortgage assets, in the same manner as an
interest-only ("IO") class of stripped  mortgage-backed  securities.  See "Other
Mortgage-Related   Securities  --  Stripped   Mortgage-Backed   Securities."  In
addition,  if a series of a CMO  includes  a class  that  bears  interest  at an
adjustable  rate, the yield to maturity on the related CMO residual will also be
extremely  sensitive  to changes  in the level of the index upon which  interest
rate  adjustments  are  based.  As  described  below with  respect  to  stripped
mortgage-backed  securities,  in certain circumstances the Portfolio may fail to
recoup fully its initial investment in a CMO residual.

         CMO  residuals  are  generally  purchased  and  sold  by  institutional
investors through several investment banking firms acting as brokers or dealers.
The CMO  residual  market has only very  recently  developed  and CMO  residuals
currently  may not  have the  liquidity  of other  more  established  securities
trading in other markets.  Transactions in CMO residuals are generally completed
only after careful review of the  characteristics of the securities in question.
In addition,  CMO residuals may or, pursuant to an exemption therefrom,  may not
have  been  registered  under  the  Securities  Act of  1933,  as  amended.  CMO
residuals,  whether or not registered  under such Act, may be subject to certain
restrictions on transferability, and may be deemed "illiquid" and subject to the
Portfolio's limitations on investment in illiquid securities.

                  Stripped Mortgage-Backed Securities.  Stripped mortgage-backed
securities ("SMBS") are derivative multi-class mortgage securities.  SMBS may be
issued by agencies or instrumentalities  of the U.S.  Government,  or by private
originators  of, or investors in,  mortgage  loans,  including  savings and loan
associations,  mortgage banks,  commercial  banks,  investment banks and special
purpose entities of the foregoing.

         SMBS are usually  structured  with two classes that  receive  different
proportions  of the interest and principal  distributions  on a pool of mortgage
assets. A common type of SMBS will have one class receiving some of the interest
and most of the principal from the mortgage  assets,  while the other class will
receive  most of the interest and the  remainder of the  principal.  In the most
extreme case,  one class will receive all of the interest (the IO class),  while
the other class will receive all of the principal  (the  principal-only  or "PO"
class). The yield to maturity on an IO class is extremely  sensitive to the rate
of principal payments (including prepayments) on the related underlying mortgage
assets,  and a rapid rate of  principal  payments  may have a  material  adverse
effect on the  Portfolio's  yield to  maturity  from  these  securities.  If the
underlying  mortgage assets experience  greater than anticipated  prepayments of
principal,  the  Portfolio  may fail to fully recoup its initial  investment  in
these  securities  even  if  the  security  is in  one  of  the  highest  rating
categories.

         Although SMBS are purchased and sold by institutional investors through
several investment banking firms acting as brokers or dealers,  these securities
were only recently developed. As a result,  established trading markets have not
yet developed and,  accordingly,  these securities may be deemed  "illiquid" and
subject to the Portfolio's limitations on investment in illiquid securities.

         Other Asset-Backed Securities.  Similarly, the Sub-advisor expects that
other asset-backed  securities  (unrelated to mortgage loans) will be offered to
investors in the future. Several types of asset-backed  securities maybe offered
to  investors,   including  Certificates  for  Automobile  Receivables.   For  a
discussion of automobile  receivables,  see this  Statement  under "Certain Risk
Factors and Investment Methods."

         Foreign  Securities.   The  Portfolio  may  invest  in  corporate  debt
securities of foreign issuers (including preferred or preference stock), certain
foreign bank  obligations (see "Bank  Obligations")  and U.S. dollar- or foreign
currency-denominated  obligations of foreign  governments or their subdivisions,
agencies  and   instrumentalities,   international  agencies  and  supranational
entities.  The  Portfolio  may  invest  up to 20% of its  assets  in  securities
denominated  in foreign  currencies,  and may invest  beyond  this limit in U.S.
dollar-denominated securities of foreign issuers. The Portfolio will concentrate
its foreign  investments in securities of issuers based in developed  countries.
The  Portfolio  may invest up to 5% of its assets in securities of issuers based
in emerging  market  countries.  Investing in the securities of foreign  issuers
involves  special  risks  and  considerations  not  typically   associated  with
investing in U.S.  companies.  For a  discussion  of certain  risks  involved in
foreign  investments,  in  general,  and  the  special  risks  of  investing  in
developing  countries,  see this  Statement  and the  Trust's  Prospectus  under
"Certain Risk Factors and Investment Methods."

         The Portfolio also may purchase and sell foreign  currency  options and
foreign  currency  futures   contracts  and  related  options  (see  "Derivative
Instruments"),  and enter into forward foreign  currency  exchange  contracts in
order to protect  against  uncertainty in the level of future  foreign  exchange
rates in the purchase and sale of securities.

         A forward foreign currency  contract involves an obligation to purchase
or sell a specific  currency at a future date,  which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract.  These  contracts may be bought or sold to protect the
Portfolio  against a  possible  loss  resulting  from an  adverse  change in the
relationship  between  foreign  currencies  and the U.S.  dollar or to  increase
exposure to a particular  foreign currency.  Open positions in forward contracts
are  covered by the  segregation  with the  Trust's  custodian  of cash or other
liquid  assets and are  marked to market  daily.  Although  such  contracts  are
intended  to  minimize  the risk of loss due to a  decline  in the  value of the
hedged currencies, at the same time, they tend to limit any potential gain which
might result should the value of such currencies increase.

         Brady Bonds.  The Portfolio may invest in Brady Bonds.  Brady Bonds are
securities  created  through the exchange of existing  commercial  bank loans to
sovereign  entities for new obligations in connection  with debt  restructurings
under a debt  restructuring  plan  introduced  by former U.S.  Secretary  of the
Treasury,  Nicholas F. Brady (the "Brady Plan").  Brady Plan debt restructurings
have been implemented in a number of countries, including in Argentina, Bolivia,
Bulgaria,  Costa Rica, the Dominican Republic,  Ecuador,  Jordan, Mexico, Niger,
Nigeria, the Philippines,  Poland, Uruguay, and Venezuela.  In addition,  Brazil
has  concluded a  Brady-like  plan.  It is expected  that other  countries  will
undertake a Brady Plan in the future.

         Brady Bonds have been issued only recently, and accordingly do not have
a long payment history.  Brady Bonds may be collateralized or  uncollateralized,
are issued in various  currencies  (primarily the U.S.  dollar) and are actively
traded  in  the  over-the-counter  secondary  market.  U.S.  dollar-denominated,
collateralized  Brady Bonds,  which may be fixed rate par bonds or floating rate
discount  bonds,  are generally  collateralized  in full as to principal by U.S.
Treasury zero-coupon bonds having the same maturity as the Brady Bonds. Interest
payments on these  Brady Bonds  generally  are  collateralized  on a one-year or
longer  rolling-forward  basis by cash or  securities  in an amount that, in the
case of fixed rate bonds, is equal to at least one year of interest payments or,
in the case of floating  rate bonds,  initially  is equal to at least one year's
interest  payments  based on the  applicable  interest  rate at that time and is
adjusted at regular  intervals  thereafter.  Certain Brady Bonds are entitled to
"value recovery payments" in certain  circumstances,  which in effect constitute
supplemental interest payments but generally are not collateralized. Brady Bonds
are  often  viewed  as  having  three  or  four  valuation  components:  (i) the
collateralized repayment of principal at final maturity; (ii) the collateralized
interest payments;  (iii) the uncollateralized  interest payments;  and (iv) any
uncollateralized  repayment  of principal  at maturity  (these  uncollateralized
amounts constitute the "residual risk").

         Most Mexican  Brady Bonds issued to date have  principal  repayments at
final maturity  fully  collateralized  by U.S.  Treasury  zero-coupon  bonds (or
comparable  collateral  denominated  in other  currencies)  and interest  coupon
payments  collateralized on an 18-month  rolling-forward  basis by funds held in
escrow by an agent for the bondholders.  A significant portion of the Venezuelan
Brady  Bonds  and the  Argentine  Brady  Bonds  issued  to date  have  principal
repayments at final maturity  collateralized by U.S. Treasury  zero-coupon bonds
(or comparable  collateral  denominated  in other  currencies)  and/or  interest
coupon  payments  collateralized  on a 14-month (for Venezuela) or 12-month (for
Argentina)  rolling-forward basis by securities held by the Federal Reserve Bank
of New York as collateral agent.

         Brady Bonds involve  various risk factors  including  residual risk and
the  history of defaults  with  respect to  commercial  bank loans by public and
private  entities of countries  issuing  Brady Bonds.  There can be no assurance
that  Brady  Bonds in which the  Portfolio  may  invest  will not be  subject to
restructuring  arrangements  or to requests for new credit,  which may cause the
Portfolio to suffer a loss of interest or principal on any of its holdings.

         Bank  Obligations.  Bank  obligations  in which the  Portfolio  invests
include certificates of deposit, bankers' acceptances,  and fixed time deposits.
Certificates  of  deposit  are  negotiable  certificates  issued  against  funds
deposited  in a  commercial  bank for a  definite  period of time and  earning a
specified  return.  Bankers'  acceptances  are  negotiable  drafts  or  bills of
exchange,  normally  drawn  by an  importer  or  exporter  to pay  for  specific
merchandise,  which are "accepted" by a bank,  meaning, in effect, that the bank
unconditionally  agrees to pay the face  value of the  instrument  on  maturity.
Fixed time deposits are bank  obligations  payable at a stated maturity date and
bearing interest at a fixed rate. Fixed time deposits may be withdrawn on demand
by the investor,  but may be subject to early  withdrawal  penalties  which vary
depending upon market  conditions and the remaining  maturity of the obligation.
There are no  contractual  restrictions  on the right to  transfer a  beneficial
interest in a fixed time deposit to a third party,  although  there is no market
for such  deposits.  The Portfolio  will not invest in fixed time deposits which
(1) are not subject to prepayment or (2) provide for  withdrawal  penalties upon
prepayment (other than overnight  deposits) if, in the aggregate,  more than 15%
of its assets would be invested in such deposits, repurchase agreements maturing
in more than seven days and other illiquid assets.

         The  Portfolio  will  limit  its  investments  in  United  States  bank
obligations to obligations of United States banks (including  foreign  branches)
which have more than $1 billion in total  assets at the time of  investment  and
are members of the Federal  Reserve  System,  are examined by the Comptroller of
the  Currency or whose  deposits  are insured by the Federal  Deposit  Insurance
Corporation. The Portfolio also may invest in certificates of deposit of savings
and loan  associations  (federally or state  chartered  and  federally  insured)
having total assets in excess of $1 billion.

         The Portfolio will limit its investments in foreign bank obligations to
United States  dollar- or foreign  currency-denominated  obligations  of foreign
banks  (including  United States branches of foreign banks) which at the time of
investment  (I)  have  more  than  $10  billion,  or  the  equivalent  in  other
currencies,  in total  assets;  (ii) in terms of assets are among the 75 largest
foreign  banks in the world;  (iii) have branches or agencies  (limited  purpose
offices which do not offer all banking services) in the United States;  and (iv)
in the opinion of the Sub-advisor,  are of an investment  quality  comparable to
obligations of United States banks in which the Portfolio may invest. Subject to
the Trust's limitation on concentration of no more than 25% of its assets in the
securities  of issuers in a particular  industry,  there is no limitation on the
amount of the Portfolio's assets which may be invested in obligations of foreign
banks which meet the conditions set forth herein.

         Obligations  of foreign banks  involve  somewhat  different  investment
risks than those  affecting  obligations  of United States banks,  including the
possibilities that their liquidity could be impaired because of future political
and economic  developments,  that their  obligations may be less marketable than
comparable obligations of United States banks, that a foreign jurisdiction might
impose withholding taxes on interest income payable on those  obligations,  that
foreign  deposits  may be  seized or  nationalized,  that  foreign  governmental
restrictions  such as exchange  controls  may be adopted  which might  adversely
affect the payment of principal and interest on those  obligations  and that the
selection of those  obligations may be more difficult  because there may be less
publicly  available   information   concerning  foreign  banks  or  because  the
accounting,   auditing  and  financial   reporting   standards,   practices  and
requirements  applicable  to foreign  banks may differ from those  applicable to
United States banks.  Foreign banks are not generally  subject to examination by
any United States Government agency or instrumentality.

         Short Sales.  The  Portfolio may make short sales of securities as part
of their overall portfolio management strategies involving the use of derivative
instruments  and to offset  potential  declines  in long  positions  in  similar
securities.  A short  sale is a  transaction  in  which  the  Portfolio  sells a
security it does not own in anticipation  that the market price of that security
will decline.

         When the Portfolio makes a short sale, it must borrow the security sold
short and deliver it to the  broker-dealer  through which it made the short sale
as collateral for its obligation to deliver the security upon  conclusion of the
sale. The Portfolio may have to pay a fee to borrow particular securities and is
often obligated to pay over any accrued interest on such borrowed securities.

         If the price of the security sold short  increases  between the time of
the short sale and the time and the  Portfolio  replaces the borrowed  security,
the  Portfolio  will  incur a  loss;  conversely,  if the  price  declines,  the
Portfolio will realize a capital gain. Any gain will be decreased,  and any loss
increased, by the transaction costs described above. The successful use of short
selling may be adversely affected by imperfect  correlation between movements in
the price of the security sold short and the securities being hedged.

         To the  extent  that the  Portfolio  engages  in short  sales,  it will
provide  collateral to the  broker-dealer and (except in the case of short sales
"against the box") will maintain  additional  asset coverage in the form of cash
or other liquid assets in a segregated account. The Portfolio does not intend to
enter into short sales (other than those "against the box") if immediately after
such sale the aggregate of the value of all  collateral  plus the amount in such
segregated account exceeds one-third of the value of the Portfolio's net assets.
This  percentage  may be varied by action of the Trust's  Board of  Trustees.  A
short   sale  is   "against   the  box"  to  the  extent   that  the   Portfolio
contemporaneously  owns, or has the right to obtain at no added cost, securities
identical to those sold short.

         Derivative Instruments.  In pursuing its objective,  the Portfolio may,
as described in the  Prospectus,  purchase and sell (write) both put options and
call options on securities,  securities  indexes,  and foreign  currencies,  and
enter into  interest  rate,  foreign  currency and index  futures  contracts and
purchase and sell  options on such futures  contracts  ("futures  options")  for
hedging  purposes.  The  Portfolio  also may purchase and sell foreign  currency
options for purposes of  increasing  exposure to a foreign  currency or to shift
exposure to foreign  currency  fluctuations  from one  country to  another.  The
Portfolio  also  may  enter  into  swap   agreements  with  respect  to  foreign
currencies,  interest  rates  and  indexes  of  securities.  If  other  types of
financial instruments,  including other types of options,  futures contracts, or
futures  options  are traded in the  future,  the  Portfolio  may also use those
instruments,  provided that the Trust's Board of Trustees  determines that their
use is consistent with the Portfolio's  investment objective,  and provided that
their use is  consistent  with  restrictions  applicable  to options and futures
contracts  currently  eligible for use by the Trust (i.e.,  that written call or
put options will be "covered" or "secured" and that futures and futures  options
will be used only for hedging purposes).

         Options on Securities and Indexes.  The Portfolio may purchase and sell
both put and call options on debt or other securities or indexes in standardized
contracts traded on foreign or national securities  exchanges,  boards of trade,
or  similar   entities,   or  quoted  on  NASDAQ  or  on  a  regulated   foreign
over-the-counter  market, and agreements,  sometimes called cash puts, which may
accompany the purchase of a new issue of bonds from a dealer.

         The Portfolio  will write call options and put options only if they are
"covered."  In the case of a call option on a security,  the option is "covered"
if the Portfolio  owns the security  underlying  the call or has an absolute and
immediate right to acquire that security without  additional cash  consideration
(or, if additional cash  consideration is required,  cash or cash equivalents in
such amount are placed in a segregated account by its custodian) upon conversion
or exchange of other  securities held by the Portfolio.  For a call option on an
index, the option is covered if the Portfolio  maintains with its custodian cash
or cash  equivalents  equal to the contract value. A call option is also covered
if the Portfolio  holds a call on the same security or index as the call written
where  the  exercise  price of the call  held is (I)  equal to or less  than the
exercise  price of the call written,  or (ii) greater than the exercise price of
the call written, provided the difference is maintained by the Portfolio in cash
or cash equivalents in a segregated account with its custodian.  A put option on
a security or an index is  "covered"  if the  Portfolio  maintains  cash or cash
equivalents  equal  to the  exercise  price  in a  segregated  account  with its
custodian. A put option is also covered if the Portfolio holds a put on the same
security or index as the put written where the exercise price of the put held is
(i) equal to or greater than the exercise price of the put written, or (ii) less
than  the  exercise  price  of the  put  written,  provided  the  difference  is
maintained by the Portfolio in cash or cash equivalents in a segregated  account
with its custodian.

         If an option written by the Portfolio expires, the Portfolio realizes a
capital  gain equal to the premium  received at the time the option was written.
If an option  purchased by the  Portfolio  expires  unexercised,  the  Portfolio
realizes a capital loss equal to the premium paid.

         Prior to the earlier of exercise or expiration, an option may be closed
out by an  offsetting  purchase or sale of an option of the same  series  (type,
exchange,  underlying security or index, exercise price, and expiration).  There
can be no assurance, however, that a closing purchase or sale transaction can be
effected when the Portfolio desires.

         The  Portfolio  will  realize  a capital  gain from a closing  purchase
transaction if the cost of the closing option is less than the premium  received
from writing the option, or, if it is more, the Portfolio will realize a capital
loss. If the premium  received from a closing sale  transaction is more than the
premium paid to purchase the option,  the Portfolio  will realize a capital gain
or, if it is less,  the  Portfolio  will realize a capital  loss.  The principal
factors  affecting the market value of a put or a call option include supply and
demand,  interest rates, the current market price of the underlying  security or
index in relation to the exercise  price of the option,  the  volatility  of the
underlying security or index, and the time remaining until the expiration date.

         The premium paid for a put or call option purchased by the Portfolio is
an asset of the  Portfolio.  The premium  received for an option  written by the
Portfolio is recorded as a deferred credit.  The value of an option purchased or
written  is  marked to market  daily and is valued at the  closing  price on the
exchange  on which it is traded or, if not traded on an  exchange  or no closing
price is  available,  at the mean between the last bid and asked  prices.  For a
discussion  of certain  risks  involved in options,  see this  Statement and the
Trust's Prospectus under "Certain Risk Factors and Investment Methods."

         Foreign  Currency  Options.  The Portfolio may buy or sell put and call
options on foreign  currencies  either on exchanges  or in the  over-the-counter
market. A put option on a foreign currency gives the purchaser of the option the
right to sell a foreign currency at the exercise price until the option expires.
Currency  options  traded on U.S. or other  exchanges may be subject to position
limits which may limit the ability of the Portfolio to reduce  foreign  currency
risk using such options.  Over-the-counter options differ from traded options in
that they are two-party  contracts with price and other terms negotiated between
buyer  and  seller,  and  generally  do not  have as much  market  liquidity  as
exchange-traded options.

         Futures Contracts and Options on Futures  Contracts.  The Portfolio may
use interest rate, foreign currency or index futures contracts,  as specified in
the Trust's  Prospectus.  An interest  rate,  foreign  currency or index futures
contract provides for the future sale by one party and purchase by another party
of a specified quantity of a financial instrument,  foreign currency or the cash
value of an index at a specified price and time. A futures  contract on an index
is an agreement  pursuant to which two parties agree to take or make delivery of
an amount of cash equal to the difference  between the value of the index at the
close of the last  trading day of the  contract and the price at which the index
contract  was  originally  written.  Although  the value of an index  might be a
function of the value of certain specified  securities,  no physical delivery of
these securities is made.

         The  Portfolio  may  purchase  and write call and put futures  options.
Futures  options  possess  many  of  the  same  characteristics  as  options  on
securities and indexes  (discussed above). A futures option gives the holder the
right, in return for the premium paid, to assume a long position (call) or short
position (put) in a futures  contract at a specified  exercise price at any time
during the period of the  option.  Upon  exercise of a call  option,  the holder
acquires a long position in the futures  contract and the writer is assigned the
opposite short position. In the case of a put option, the opposite is true.

         To comply with  applicable  rules of the CFTC under which the Trust and
the  Portfolio  avoid  being  deemed a  "commodity  pool" or a  "commodity  pool
operator," the Portfolio intends generally to limit its use of futures contracts
and futures options to "bona fide hedging" transactions, as such term is defined
in  applicable  regulations,  interpretations  and  practice.  For example,  the
Portfolio might use futures  contracts to hedge against  anticipated  changes in
interest rates that might  adversely  affect either the value of the Portfolio's
securities  or the  price of the  securities  which  the  Portfolio  intends  to
purchase.  The  Portfolio's  hedging  activities  may  include  sales of futures
contracts  as an offset  against  the effect of expected  increases  in interest
rates,  and  purchases of futures  contracts as an offset  against the effect of
expected declines in interest rates.  Although other techniques could be used to
reduce that Portfolio's  exposure to interest rate  fluctuations,  the Portfolio
may be able to hedge its exposure more  effectively  and perhaps at a lower cost
by using futures contracts and futures options.

         The  Portfolio  will only  enter into  futures  contracts  and  futures
options which are standardized and traded on a U.S. or foreign  exchange,  board
of trade, or similar entity, or quoted on an automated quotation system.

         When a purchase or sale of a futures contract is made by the Portfolio,
the Portfolio is required to deposit with its  custodian (or broker,  if legally
permitted) a specified amount of cash or U.S.  Government  securities  ("initial
margin").  The margin required for a futures  contract is set by the exchange on
which  the  contract  is  traded  and may be  modified  during  the  term of the
contract.  The  initial  margin is in the nature of a  performance  bond or good
faith deposit on the futures  contract  which is returned to the Portfolio  upon
termination  of the contract,  assuming all  contractual  obligations  have been
satisfied.  The Portfolio  expects to earn interest income on its initial margin
deposits.  A futures  contract  held by the  Portfolio  is  valued  daily at the
official  settlement  price of the exchange on which it is traded.  Each day the
Portfolio pays or receives cash, called  "variation  margin," equal to the daily
change in value of the futures  contract.  This  process is known as "marking to
market."  Variation  margin  does  not  represent  a  borrowing  or  loan by the
Portfolio  but is instead a settlement  between the  Portfolio and the broker of
the amount one would owe the other if the futures contract expired. In computing
daily net asset  value,  the  Portfolio  will  mark to market  its open  futures
positions.

         The  Portfolio  is also  required to deposit and  maintain  margin with
respect to put and call options on futures  contracts written by it. Such margin
deposits will vary  depending on the nature of the underlying  futures  contract
(and the related initial margin  requirements),  the current market value of the
option, and other futures positions held by the Portfolio.

         Although some futures  contracts call for making or taking  delivery of
the underlying  securities,  generally these obligations are closed out prior to
delivery by offsetting  purchases or sales of matching  futures  contracts (same
exchange,  underlying  security or index, and delivery month).  If an offsetting
purchase  price is less than the original sale price,  the Portfolio  realizes a
capital  gain,  or if  it is  more,  the  Portfolio  realizes  a  capital  loss.
Conversely,  if an  offsetting  sale  price is more than the  original  purchase
price,  the Portfolio  realizes a capital gain, or if it is less,  the Portfolio
realizes a capital loss.  The  transaction  costs must also be included in these
calculations.

         Limitations  on Use of Futures and  Futures  Options.  In general,  the
Portfolio  intends to enter into  positions  in futures  contracts  and  related
options  only for "bona fide  hedging"  purposes.  With  respect to positions in
futures and related options that do not constitute bona fide hedging  positions,
the Portfolio will not enter into a futures  contract or futures option contract
if,  immediately  thereafter,  the aggregate initial margin deposits relating to
such positions plus premiums paid by it for open futures option positions,  less
the amount by which any such options are "in-the-money,"  would exceed 5% of the
Portfolio's  total net assets. A call option is  "in-the-money"  if the value of
the  futures  contract  that is the subject of the option  exceeds the  exercise
price. A put option is "in-the-money" if the exercise price exceeds the value of
the futures contract that is the subject of the option.

         When  purchasing a futures  contract,  the Portfolio will maintain with
its custodian (and  mark-to-market on a daily basis) cash or other liquid assets
that, when added to the amounts deposited with a futures commission  merchant as
margin,  are equal to the market value of the futures  contract.  Alternatively,
the  Portfolio  may "cover" its position by  purchasing a put option on the same
futures  contract  with a strike  price as high or higher  than the price of the
contract held by the Portfolio.

         When selling a futures  contract,  the Portfolio will maintain with its
custodian (and  mark-to-market  on a daily basis) liquid assets that, when added
to the amount deposited with a futures commission  merchant as margin, are equal
to the market value of the instruments  underlying the contract.  Alternatively,
the Portfolio may "cover" its position by owning the instruments  underlying the
contract  (or, in the case of an index  futures  contract,  a  portfolio  with a
volatility  substantially  similar  to that of the  index on which  the  futures
contract is based),  or by holding a call option  permitting  the  Portfolio  to
purchase  the same  futures  contract at a price no higher than the price of the
contract  written by the  Portfolio  (or at a higher price if the  difference is
maintained in liquid assets with the Trust's custodian).

         When selling a call option on a futures  contract,  the Portfolio  will
maintain with its custodian (and  mark-to-market on a daily basis) cash or other
liquid  assets  that,  when  added  to the  amounts  deposited  with  a  futures
commission  merchant  as margin,  equal the total  market  value of the  futures
contract underlying the call option. Alternatively,  the Portfolio may cover its
position by entering  into a long  position  in the same  futures  contract at a
price  no  higher  than the  strike  price of the call  option,  by  owning  the
instruments  underlying  the  futures  contract,  or by holding a separate  call
option permitting the Portfolio to purchase the same futures contract at a price
not higher than the strike price of the call option sold by the Portfolio.

         When selling a put option on a futures  contract,  the  Portfolio  will
maintain with its custodian (and  mark-to-market on a daily basis) cash or other
liquid assets that equal the purchase  price of the futures  contract,  less any
margin on deposit. Alternatively, the Portfolio may cover the position either by
entering  into a short  position in the same  futures  contract,  or by owning a
separate put option  permitting it to sell the same futures  contract so long as
the strike  price of the  purchased  put  option is the same or higher  than the
strike price of the put option sold by the  Portfolio.  For a discussion  of the
risks  involved  in futures  contracts  and  related  options,  see the  Trust's
Prospectus and this Statement under "Certain Factors and Investment Methods."

         Swap Agreements.  The Portfolio may enter into interest rate, index and
currency  exchange rate swap  agreements  for purposes of attempting to obtain a
particular desired return at a lower cost to the Portfolio than if the Portfolio
had invested  directly in an instrument that yielded that desired return.  For a
discussion of swap  agreements,  see the Trust's  Prospectus  under  "Investment
Objectives and Policies." The  Portfolio's  obligations (or rights) under a swap
agreement  will generally be equal only to the net amount to be paid or received
under the agreement  based on the relative  values of the positions held by each
party to the agreement (the "net amount").  The Portfolio's  obligations under a
swap  agreement  will be accrued daily (offset  against any amounts owing to the
Portfolio)  and any accrued but unpaid net amounts  owed to a swap  counterparty
will be covered by the maintenance of a segregated account consisting of cash or
other  liquid  assets  to avoid  any  potential  leveraging  of the  Portfolio's
portfolio.  The Portfolio  will not enter into a swap  agreement with any single
party if the net amount owed or to be received  under  existing  contracts  with
that party would exceed 5% of the Portfolio's assets.

         Whether the  Portfolio's  use of swap  agreements will be successful in
furthering  its  investment  objective  of  total  return  will  depend  on  the
Sub-advisor's  ability correctly to predict whether certain types of investments
are likely to produce greater returns than other  investments.  Because they are
two party  contracts  and because they may have terms of longer than seven days,
swap agreements may be considered to be illiquid.  Moreover, the Portfolio bears
the risk of loss of the amount expected to be received under a swap agreement in
the event of the default or bankruptcy  of a swap  agreement  counterparty.  The
Sub-advisor  will cause the  Portfolio to enter into swap  agreements  only with
counterparties that would be eligible for consideration as repurchase  agreement
counterparties under the Portfolio's  repurchase agreement  guidelines.  Certain
restrictions imposed on the Portfolio by the Internal Revenue Code may limit the
Portfolio's ability to use swap agreements. The swaps market is a relatively new
market and is largely unregulated. It is possible that developments in the swaps
market,  including potential government  regulation,  could adversely affect the
Portfolio's  ability to terminate existing swap agreements or to realize amounts
to be received under such agreements.

         Certain  swap  agreements  are  exempt  from  most  provisions  of  the
Commodity Exchange Act ("CEA") and,  therefore,  are not regulated as futures or
commodity option transactions under the CEA, pursuant to regulations approved by
the CFTC. To qualify for this  exemption,  a swap agreement must be entered into
by  "eligible   participants,"  which  includes  the  following,   provided  the
participants'  total assets exceed established  levels: a bank or trust company,
savings  association  or credit union,  insurance  company,  investment  company
subject  to  regulation  under  the  1940  Act,  commodity  pool,   corporation,
partnership,  proprietorship,  organization,  trust  or other  entity,  employee
benefit plan, governmental entity,  broker-dealer,  futures commission merchant,
natural person, or regulated foreign person. To be eligible, natural persons and
most other  entities  must have total assets  exceeding  $10 million;  commodity
pools and  employee  benefit  plans must have assets  exceeding  $5 million.  In
addition,  an eligible swap transaction must meet three  conditions.  First, the
swap  agreement  may not be part of a  fungible  class  of  agreements  that are
standardized as to their material economic terms.  Second, the  creditworthiness
of parties with actual or potential obligations under the swap agreement must be
a material  consideration  in entering into or determining the terms of the swap
agreement,  including pricing,  cost or credit  enhancement  terms.  Third, swap
agreements  may not be  entered  into and  traded on or  through a  multilateral
transaction execution facility.

         This exemption is not exclusive,  and participants may continue to rely
on existing  exclusions for swaps,  such as the Policy  Statement issued in July
1989 which  recognized a safe harbor for swap  transactions  from  regulation as
futures or commodity option  transactions under the CEA or its regulations.  The
Policy  Statement  applies  to swap  transactions  settled in cash that (1) have
individually  tailored terms,  (2) lack  exchange-style  offset and the use of a
clearing organization or margin system, (3) are undertaken in conjunction with a
line of business, and (4) are not marketed to the public.

         Structured Notes. Structured notes are derivative debt securities,  the
interest rate or principal of which is related to another economic  indicator or
financial market index.  Indexed  securities include structured notes as well as
securities other than debt  securities,  the interest rate or principal of which
is determined by such an unrelated  indicator.  Indexed securities may include a
multiplier  that  multiplies  the  indexed  element by a  specified  factor and,
therefore,  the value of such securities may be very volatile. To the extent the
Portfolio invests in these securities,  however,  the Sub-advisor analyzes these
securities  in  its  overall   assessment  of  the  effective  duration  of  the
Portfolio's  portfolio  in an effort to monitor the  Portfolio's  interest  rate
risk.

         Foreign Currency  Exchange Related  Securities.  The Portfolio may also
invest in foreign currency  warrants,  principal exchange rate linked securities
and  performance  indexed paper.  For a discussion of these,  see this Statement
under "Certain Risk Factors and Investment Methods."

         Warrants to Purchase Securities. The Portfolio may invest in or acquire
warrants to purchase  equity or  fixed-income  securities.  Bonds with  warrants
attached to purchase equity securities have many  characteristics of convertible
bonds and their  prices may, to some  degree,  reflect  the  performance  of the
underlying  stock.  Bonds also may be issued with warrants  attached to purchase
additional  fixed-income  securities  at the same  coupon  rate.  A  decline  in
interest  rates  would  permit  the  Portfolio  to buy  additional  bonds at the
favorable rate or to sell the warrants at a profit.  If interest rates rise, the
warrants would generally expire with no value.

         Hybrid Instruments.  The Portfolio may invest up to 5% of its assets in
hybrid  instruments.  A hybrid  instrument  can combine the  characteristics  of
securities,  futures, and options.  Hybrids can be used as an efficient means of
pursuing a variety of investment goals,  including  currency  hedging,  duration
management,  and increased total return. For an additional  discussion of hybrid
instruments  and  certain  risks  involved  therein,  see this  Statement  under
"Certain Risk Factors and Investment Methods."

         Inverse  Floaters.  The Portfolio  may also invest in inverse  floating
rate debt  instruments  ("inverse  floaters").  The interest  rate on an inverse
floater  resets in the  opposite  direction  from the market rate of interest to
which the inverse  floater is indexed.  An inverse  floating  rate  security may
exhibit greater price  volatility than a fixed rate obligation of similar credit
quality.  The  Portfolio  will not invest  more than 5% of its net assets in any
combination of inverse floater, interest only, or principal only securities.

         Loan  Participations.  The  Portfolio  may purchase  participations  in
commercial  loans.   Such  indebtedness  may  be  secured  or  unsecured.   Loan
participations typically represent direct participation in a loan to a corporate
borrower,  and generally are offered by banks or other financial institutions or
lending syndicates.  When purchasing loan participations,  the Portfolio assumes
the credit risk associated with the corporate borrower and may assume the credit
risk associated with an interposed  bank or other  financial  intermediary.  The
participation  interests  in which the  Portfolio  intends  to invest may not be
rated by any nationally recognized rating service.

         A loan is often  administered  by an agent bank acting as agent for all
holders.  The agent bank  administers the terms of the loan, as specified in the
loan  agreement.  In addition,  the agent bank is normally  responsible  for the
collection  of principal and interest  payments from the corporate  borrower and
the apportionment of these payments to the credit of all institutions  which are
parties  to the loan  agreement.  Unless,  under  the terms of the loan or other
indebtedness,  the Portfolio has direct recourse against the corporate borrower,
the Portfolio may have to rely on the agent bank or other financial intermediary
to apply appropriate credit remedies against a corporate borrower.

         A financial institution's  employment as agent bank might be terminated
in the event that it fails to observe a  requisite  standard  of care or becomes
insolvent.  A successor  agent bank would  generally be appointed to replace the
terminated  agent  bank,  and  assets  held by the  agent  bank  under  the loan
agreement should remain available to holders of such indebtedness.  However,  if
assets held by the agent bank for the benefit of the Portfolio  were  determined
to be subject to the claims of the agent bank's general creditors, the Portfolio
might  incur  certain  costs and delays in  realizing  payment on a loan or loan
participation  and  could  suffer  a  loss  of  principal  and/or  interest.  In
situations involving other interposed financial institutions (e.g., an insurance
company or governmental agency) similar risks may arise.

         Purchasers  of loans and  other  forms of  direct  indebtedness  depend
primarily  upon the  creditworthiness  of the corporate  borrower for payment of
principal and interest.  If the Portfolio does not receive scheduled interest or
principal payments on such  indebtedness,  the Portfolio's share price and yield
could be adversely  affected.  Loans that are fully  secured offer the Portfolio
more  protection than an unsecured loan in the event of non-payment of scheduled
interest or principal.  However,  there is no assurance that the  liquidation of
collateral   from  a  secured  loan  would  satisfy  the  corporate   borrower's
obligation, or that the collateral can be liquidated.

         The Portfolio  may invest in loan  participations  with credit  quality
comparable to that of issuers of its  securities  investments.  Indebtedness  of
companies whose  creditworthiness is poor involves  substantially greater risks,
and  may  be  highly  speculative.  Some  companies  may  never  pay  off  their
indebtedness, or may pay only a small fraction of the amount owed. Consequently,
when  investing in  indebtedness  of companies  with poor credit,  the Portfolio
bears a substantial risk of losing the entire amount invested.

         The Portfolio limits the amount of its total assets that it will invest
in any one  issuer or in  issuers  within  the same  industry  (see  "Investment
Restrictions"). For purposes of these limits, the Portfolio generally will treat
the corporate borrower as the "issuer" of indebtedness held by the Portfolio. In
the case of loan participations where a bank or other lending institution serves
as a financial intermediary between the Portfolio and the corporate borrower, if
the  participation  does not shift to the Portfolio  the direct  debtor-creditor
relationship  with the  corporate  borrower,  SEC  interpretations  require  the
Portfolio to treat both the lending bank or other  lending  institution  and the
corporate  borrower as  "issuers"  for the purposes of  determining  whether the
Portfolio  has  invested  more than 5% of its total  assets in a single  issuer.
Treating a financial  intermediary as an issuer of indebtedness may restrict the
Portfolio's  ability to invest in  indebtedness  related  to a single  financial
intermediary, or a group of intermediaries engaged in the same industry, even if
the underlying borrowers represent many different companies and industries.

         Loan  and  other  types  of  direct  indebtedness  may  not be  readily
marketable  and may be  subject  to  restrictions  on  resale.  In  some  cases,
negotiations  involved  in  disposing  of  indebtedness  may  require  weeks  to
complete.  Consequently,  some  indebtedness  may be difficult or  impossible to
dispose of readily  at what the  Sub-advisor  believes  to be a fair  price.  In
addition,  valuation  of  illiquid  indebtedness  involves  a greater  degree of
judgment in determining  the Portfolio's net asset value than if that value were
based on available market quotations, and could result in significant variations
in the Portfolio's  daily share price. At the same time, some loan interests are
traded  among  certain  financial  institutions  and  accordingly  may be deemed
liquid.  As the  market  for  different  types  of  indebtedness  develops,  the
liquidity  of these  instruments  is  expected  to  improve.  In  addition,  the
Portfolio  currently intends to treat indebtedness for which there is no readily
available  market as illiquid  for  purposes of the  Portfolio's  limitation  on
illiquid  investments.  Investments in loan  participations are considered to be
debt obligations for purposes of the Company's  investment  restriction relating
to the lending of funds or assets by the Portfolio.

         Investments  in loans  through  a direct  assignment  of the  financial
institution's interests with respect to the loan may involve additional risks to
the Portfolio. For example, if a loan is foreclosed,  the Portfolio could become
part  owner  of any  collateral,  and  would  bear  the  costs  and  liabilities
associated  with owning and  disposing of the  collateral.  In  addition,  it is
conceivable  that  under  emerging  legal  theories  of  lender  liability,  the
Portfolio  could be held liable as  co-lender.  It is unclear  whether loans and
other forms of direct  indebtedness  offer  securities law  protections  against
fraud and  misrepresentation.  In the absence of definitive regulatory guidance,
the  Portfolio  relies on the  Sub-advisor's  research  in an  attempt  to avoid
situations  where  fraud  or   misrepresentation   could  adversely  affect  the
Portfolio.

         Delayed Funding Loans and Revolving  Credit  Facilities.  The Portfolio
may  enter  into,  or  acquire  participations  in,  delayed  funding  loans and
revolving  credit  facilities.   Delayed  funding  loans  and  revolving  credit
facilities are borrowing  arrangements  in which the lender agrees to make loans
up to a maximum  amount upon  demand by the  borrower  during a specified  term.
These commitments may have the effect of requiring the Portfolio to increase its
investment  in a company at a time when it might not  otherwise  decide to do so
(including at a time when the company's  financial  condition  makes it unlikely
that such amounts will be repaid). To the extent that the Portfolio is committed
to advance  additional  funds,  it will at all times  segregate  liquid  assets,
determined  to be  liquid  by the  Sub-advisor  in  accordance  with  procedures
established  by the Board of  Directors,  in an amount  sufficient  to meet such
commitments.  The  Portfolio  may invest in delayed  funding loans and revolving
credit  facilities  with  credit  quality  comparable  to that of issuers of its
securities  investments.  Delayed funding loans and revolving credit  facilities
may be subject to restrictions on transfer,  and only limited  opportunities may
exist to resell such  instruments.  As a result,  the Portfolio may be unable to
sell such  investments  at an opportune  time or may have to resell them at less
than fair market value. The Portfolio  currently intend to treat delayed funding
loans and revolving  credit  facilities for which there is no readily  available
market as  illiquid  for  purposes  of the  Portfolio's  limitation  on illiquid
investments.  Participation  interests in revolving  credit  facilities  will be
subject to the limitations discussed above under "Loan Participations."  Delayed
funding  loans  and  revolving  credit  facilities  are  considered  to be  debt
obligations for purposes of the Company's investment restriction relating to the
lending of funds or assets by the Portfolio.

         Investment Policies Which May Be Changed Without Shareholder  Approval.
The following  limitations are applicable to the AST PIMCO Limited Maturity Bond
Portfolio.  These  limitations  are not  "fundamental"  restrictions  and may be
changed by the Trustees without shareholder approval. The Portfolio will not:

         1. Invest more than 15% of the assets of the Portfolio (taken at market
value  at the  time  of  the  investment)  in  "illiquid  securities,"  illiquid
securities being defined to include  securities  subject to legal or contractual
restrictions  on resale  (which  may  include  private  placements),  repurchase
agreements  maturing in more than seven days,  certain  options  traded over the
counter  that a Portfolio  has  purchased,  securities  being used to cover such
options a Portfolio has written,  securities for which market quotations are not
readily  available,  or other securities  which legally or in the  Sub-advisor's
opinion may be deemed illiquid.

         2. Invest more than 5% of the assets of the Portfolio  (taken at market
value at the time of investment) in any combination of interest only,  principal
only, or inverse floating rate securities.

         The Staff of the SEC has taken the position that  purchased OTC options
and the assets used as cover for written  OTC options are  illiquid  securities.
Therefore,  the Portfolio has adopted an investment policy pursuant to which the
Portfolio  will  not  purchase  or sell OTC  options  if,  as a  result  of such
transactions,  the sum of the market value of OTC options currently  outstanding
which are held by the Portfolio,  the market value of the underlying  securities
covered  by OTC  call  options  currently  outstanding  which  were  sold by the
Portfolio and margin deposits on the Portfolio's existing OTC options on futures
contracts  exceeds  15% of the total  assets of the  Portfolio,  taken at market
value, together with all other assets of the Portfolio which are illiquid or are
otherwise  not  readily  marketable.  However,  if an OTC  option is sold by the
Portfolio to a primary  U.S.  Government  securities  dealer  recognized  by the
Federal  Reserve  Bank of New York and if the  Portfolio  has the  unconditional
contractual   right  to  repurchase  such  OTC  option  from  the  dealer  at  a
predetermined  price,  then the Portfolio  will treat as illiquid such amount of
the underlying securities equal to the repurchase price less the amount by which
the option is  "in-the-money"  (i.e.,  current  market  value of the  underlying
securities  minus the option's  strike  price).  The  repurchase  price with the
primary  dealers is  typically  a formula  price which is  generally  based on a
multiple of the premium  received  for the option,  plus the amount by which the
option is "in-the-money."

AST Money Market Portfolio:

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

Investment Policies:

     Bank  Obligations.  The Portfolio will not invest in bank  obligations  for
which any  affiliate of the  Sub-advisor  is the  ultimate  obligor or accepting
bank.

         Asset-Backed  Securities.  The  asset-backed  securities  in which  the
Portfolio may invest are subject to the Portfolio's overall credit requirements.
However, asset-backed securities, in general, are subject to certain risks. Most
of these risks are related to limited  interests in applicable  collateral.  For
example,  credit card  receivables  are generally  unsecured and the debtors are
entitled  to the  protection  of a number of state and federal  consumer  credit
laws,  many of which give such  debtors the right to set off certain  amounts on
credit card debt thereby reducing the balance due.  Additionally,  if the letter
of credit is exhausted,  holders of asset-backed  securities may also experience
delays in  payments  or  losses  if the full  amounts  due on  underlying  sales
contracts are not realized.  Because asset-backed securities are relatively new,
the market experience in these securities is limited and the market's ability to
sustain  liquidity  through all phases of the market  cycle has not been tested.
For a discussion of asset-backed  securities and the risks involved  therein see
the Trust's  Prospectus  and this  Statement  under  "Certain  Risk  Factors and
Investment Methods."

         Synthetic  Instruments.  As  may  be  permitted  by  current  laws  and
regulations  and if  expressly  permitted by the Board of Trustees of the Trust,
the  Portfolio may invest in certain  synthetic  instruments.  Such  instruments
generally involve the deposit of asset-backed  securities in a trust arrangement
and  the  issuance  of  certificates  evidencing  interests  in the  trust.  The
certificates  are generally sold in private  placements in reliance on Rule 144A
of the Securities Act of 1933 (without  registering the certificates  under such
Act).

         Reverse  Repurchase  Agreements.  The Portfolio invests the proceeds of
borrowings under reverse repurchase agreements.  The Portfolio will enter into a
reverse repurchase agreement only when the interest income to be earned from the
investment  of  the  proceeds  is  greater  than  the  interest  expense  of the
transaction.  The Portfolio will not invest the proceeds of a reverse repurchase
agreement  for a period  which  exceeds the  duration of the reverse  repurchase
agreement.  The  Portfolio  may not enter  into  reverse  repurchase  agreements
exceeding in the  aggregate  one-third of the market value of its total  assets,
less  liabilities  other than the  obligations  created  by  reverse  repurchase
agreements.  The  Portfolio  will  establish  and maintain  with its custodian a
separate account with a segregated portfolio of securities in an amount at least
equal to its purchase  obligations under its reverse repurchase  agreements.  If
interest  rates rise  during the term of a reverse  repurchase  agreement,  such
reverse  repurchase  agreement  may have a  negative  impact on the  Portfolio's
ability to maintain a net asset value of $1.00 per share.

         Foreign Securities. The Portfolio may invest in U.S. dollar-denominated
foreign securities.  Any foreign commercial paper must not be subject to foreign
withholding  tax at the  time  of  purchase.  Foreign  investments  may be  made
directly in securities of foreign issuers or in the form of American  Depositary
Receipts ("ADRs") and European Depositary Receipts ("EDRs"). Generally, ADRs and
EDRs are receipts  issued by a bank or trust company that evidence  ownership of
underlying  securities issued by a foreign corporation and that are designed for
use in the  domestic,  in the case of ADRs,  or  European,  in the case of EDRs,
securities  markets.  For a  discussion  of  depositary  receipts  and the risks
involved in investing in foreign  securities,  see the Trust's  Prospectus under
"Certain Risk Factors and Investment Methods."

         Lending Portfolio  Securities.  Loans will be subject to termination by
the Portfolio in the normal settlement time, generally three business days after
notice.  Borrowed  securities must be returned when the loan is terminated.  The
Portfolio may pay reasonable  finders' and custodial  fees in connection  with a
loan. In making a loan, the Portfolio will consider the  creditworthiness of the
borrowing financial institution.

Investment Objective and Policy Applicable to All Portfolios:

         In order to permit the sale of shares of the Trust to separate accounts
of  Participating  Insurance  Companies  in certain  states,  the Trust may make
commitments more  restrictive than the restrictions  described in the section of
this Statement entitled  "Investment  Restrictions."  Should the Trust determine
that any such commitment is no longer in the best interests of the Trust and its
shareholders  it will revoke the commitment and terminate sales of its shares in
the state(s) involved.

         The Board of Trustees of the Trust may,  from time to time,  promulgate
guidelines with respect to the investment policies of the Portfolios.

INVESTMENT RESTRICTIONS:

         The investment restrictions set forth below are "fundamental" policies.
See the  subsection  of  this  Statement  entitled  "Investment  Objectives  and
Policies" for further discussion of "fundamental"  policies of the Trust and the
requirements for changing such "fundamental" policies.  Investment policies that
are not "fundamental" may be found in the general  description of the investment
policies of each  Portfolio,  as described in the section of this  Statement and
the Trust's Prospectus entitled "Investment Objectives and Policies."

         The  investment  restrictions  below  apply  only to the  Portfolio  or
Portfolios described in the text preceding the restrictions.

Investment  Restrictions  Applicable  Only to the AST Alliance Growth and Income
Portfolio,  the AST JanCap  Growth  Portfolio,  the AST  INVESCO  Equity  Income
Portfolio,  the AST Federated High Yield  Portfolio,  the AST PIMCO Total Return
Bond Portfolio,  the AST PIMCO Limited Maturity Bond Portfolio and the AST Money
Market Portfolio.

1.   A Portfolio will not buy any securities or other property on margin (except
     for  such  short-term  credits  as  are  necessary  for  the  clearance  of
     transactions).

2.   Portfolio  will not  invest in  companies  for the  purpose  of  exercising
     control or management.

3.   A Portfolio will not underwrite  securities  issued by others except to the
     extent that the Portfolio may be deemed an underwriter  when  purchasing or
     selling securities.

4.   A Portfolio will not issue senior securities.

Investment Restrictions Applicable Only to the AST Founders Passport Portfolio:

         As a matter of fundamental policy, the Portfolio will not:

1.   Make loans of money or  securities  other than (a) through the  purchase of
     securities in accordance with the  Portfolio's  investment  objective,  (b)
     through repurchase  agreements,  and (c) by lending portfolio securities in
     an amount not to exceed 33 1/3% of the Portfolio's total assets;

2.   Underwrite  securities  issued by  others  except  to the  extent  that the
     Portfolio  may  be  deemed  an  underwriter   when  purchasing  or  selling
     securities;

3.   Issue senior securities;

4.   Invest directly in physical  commodities  (other than foreign  currencies),
     real estate or interests in real estate;  provided,  that the Portfolio may
     invest in securities of issuers which invest in physical commodities,  real
     estate or  interests  in real  estate;  and,  provided  further,  that this
     restriction  shall not prevent the  Portfolio  from  purchasing  or selling
     options,  futures,  swaps  and  forward  contracts,  or from  investing  in
     securities or other instruments backed by physical commodities, real estate
     or interests in real estate;

5.   Make any investment which would  concentrate 25% or more of the Portfolio's
     total assets in the securities of issuers having their  principal  business
     activities in the same  industry,  provided that this  limitation  does not
     apply to  obligations  issued or  guaranteed  by the U.S.  government,  its
     agencies or instrumentalities;

6.   Borrow money except from banks in amounts up to 33 1/3% of the  Portfolio's
     total assets;

7.   As to 75% of the  value of its  total  assets,  invest  more than 5% of its
     total assets,  at market value, in the securities of any one issuer (except
     securities  issued or  guaranteed by the U.S.  Government,  its agencies or
     instrumentalities); or

8.   As to 75% of the value of its total  assets,  purchase more than 10% of any
     class of  securities  of any single issuer or purchase more than 10% of the
     voting securities of any single issuer.

         In applying the above  restriction  regarding  investments  in a single
industry,  the Portfolio uses industry  classifications based, where applicable,
on Baseline,  Bridge Information Systems, Reuters, the S&P Stock Guide published
by Standard & Poor's,  information  obtained  from  Bloomberg  L.P.  and Moody's
International,  and/or the  prospectus of the issuing  company.  Selection of an
appropriate industry  classification resource will be made by the Sub-advisor in
the  exercise  of its  reasonable  discretion.  (This note is not a  fundamental
policy.)

Investment  Restrictions  Applicable  Only  to the  AST  Janus  Overseas  Growth
Portfolio:

1.   The Portfolio may borrow money for temporary or emergency purposes (not for
     leveraging or  investment)  in an amount not exceeding 33 1/3% of the value
     of its total assets (including the amount borrowed) less liabilities (other
     than  borrowings).  If  borrowings  exceed  33  1/3%  of the  value  of the
     Portfolio's  total  assets  by  reason  of a  decline  in net  assets,  the
     Portfolio  will reduce its  borrowings  within three  business  days to the
     extent necessary to comply with the 33 1/3%  limitation.  This policy shall
     not prohibit reverse repurchase agreements, deposits of assets to margin or
     guarantee positions in futures, options, swaps or forward contracts, or the
     segregation of assets in connection with such contracts.

2.   The  Portfolio  will not, as to 75% of the value of its total  assets,  own
     more than 10% of the outstanding  voting  securities of any one issuer,  or
     purchase  the   securities  of  any  one  issuer  (except  cash  items  and
     "government  securities"  as  defined  under the 1940 Act as  amended),  if
     immediately  after  and as a  result  of such  purchase,  the  value of the
     holdings of the Portfolio in the  securities  of such issuer  exceeds 5% of
     the value of its total assets.

3.   The  Portfolio  will not invest more than 25% of the value of its assets in
     any particular industry (other than U.S. government securities).

4.   The Portfolio will not invest  directly in real estate or interests in real
     estate;  however, the Portfolio may own debt or equity securities issued by
     companies engaged in those businesses.

5.   The  Portfolio  will not purchase or sell physical  commodities  other than
     foreign  currencies  unless acquired as a result of ownership of securities
     (but this  limitation  shall not prevent the Portfolio  from  purchasing or
     selling options,  futures, swaps and forward contracts or from investing in
     securities or other instruments backed by physical commodities).

6.   The  Portfolio  may not make loans,  except that the Portfolio may (i) lend
     portfolio securities in accordance with the Portfolio's investment policies
     in  amounts up to 33-1/3%  of the total  assets of the  Portfolio  taken at
     market  value;  (ii)  purchase  money  market  securities  and  enter  into
     repurchase agreements;  and (iii) acquire publicly distributed or privately
     placed debt securities.

7.   The  Portfolio  will not act as an  underwriter  of  securities  issued  by
     others,  except  to  the  extent  that  the  Portfolio  may  be  deemed  an
     underwriter in connection with the disposition of its securities.

8.   The Portfolio will not issue senior  securities  except in compliance  with
     the 1940 Act.

Investment   Restrictions   Applicable   Only  to  the  AST   American   Century
International Growth Portfolio:

         As a matter of fundamental policy, the Portfolio will not:

1.   The  Portfolio  may not make loans,  except that the Portfolio may (i) lend
     portfolio securities in accordance with the Portfolio's investment policies
     in  amounts up to 33-1/3%  of the total  assets of the  Portfolio  taken at
     market  value;  (ii)  purchase  money  market  securities  and  enter  into
     repurchase agreements;  and (iii) acquire publicly distributed or privately
     placed debt securities;

2.   With respect to 75% of the value of its total assets, purchase the security
     of any  one  issuer  if  such  purchase  would  cause  more  than 5% of the
     Portfolio's  assets at  market to be  invested  in the  securities  of such
     issuer, except U.S. government  securities,  or if the purchase would cause
     more than 10% of the outstanding  voting securities of any one issuer to be
     held in the Portfolio;

3.   Invest more than 25% of the assets of the Portfolio,  exclusive of cash and
     U.S. government securities, in securities of any one industry;

4.   Issue any senior security except in compliance with the 1940 Act;

5.   Underwrite  any  securities  except to the extent that the Portfolio may be
     deemed an underwriter when purchasing or selling securities;

6.   Purchase  or sell real  estate.  (In the opinion of the  Sub-advisor,  this
     restriction will not preclude the Portfolio from investing in securities of
     corporations that deal in real estate);

7.   The Portfolio may not purchase or sell physical commodities unless acquired
     as a result of the ownership of securities  or  instruments;  provided that
     this  restriction  shall not  prohibit a  Portfolio  from (i)  engaging  in
     permissable  options and futures  transactions and forward foreign currency
     contracts in accordance  with the Portfolio's  investment  policies or (ii)
     investing in securities of any kind; or

8.   Borrow any money, except in an amount not in excess of 33 1/3% of the total
     assets of the  Portfolio,  and then only for  emergency  and  extraordinary
     purposes;  this does not prohibit the escrow and collateral arrangements in
     connection with  investment in interest rate futures  contracts and related
     options by the Portfolio.

     In  determining  industry  groups  for  purposes  of the above  restriction
regarding investments in a single industry, the SEC ordinarily uses the Standard
Industry   Classification  codes  developed  by  the  United  States  Office  of
Management and Budget. The Sub-advisor  monitors industry  concentration using a
more  restrictive  list of industry groups than that recommended by the SEC. The
Sub-advisor  believes that these  classifications  are reasonable and are not so
broad that the primary  economic  characteristics  of the  companies in a single
class are  materially  different.  The use of these  more  restrictive  industry
classifications   may,  however,   cause  the  Portfolio  to  forego  investment
possibilities  which may otherwise be available to it under the 1940 Act.  (This
note is not a fundamental policy.)

Investment   Restrictions   Applicable   Only  to  the  AST   American   Century
International Growth Portfolio II:

          The following  fundamental  policies should be read in connection with
the notes set forth below. The notes are not fundamental  policies.  As a matter
of fundamental policy, the Portfolio may not:

1.   Borrow money except that the Portfolio  may (i) borrow for  non-leveraging,
     temporary  or  emergency  purposes  and (ii)  engage in reverse  repurchase
     agreements  and make  other  investments  or engage in other  transactions,
     which may or may be deemed to involve a borrowing,  in a manner  consistent
     with the Portfolio's  investment objective and policies,  provided that the
     combination  of (i) and (ii)  shall not  exceed 33 1/3% of the value of the
     Portfolio's  total assets  (including the amount borrowed) less liabilities
     (other than  borrowings)  or such other  percentage  permitted  by law. Any
     borrowings  which come to exceed this amount will be reduced in  accordance
     with  applicable  law.  The  Portfolio  may borrow from banks,  other funds
     advised or  sub-advised  by the  Sub-advisor or other persons to the extent
     permitted by applicable law;

2.   Purchase or sell physical commodities;  except that the Portfolio may enter
     into futures contracts and options thereon;

3.   Purchase the securities of any issuer if, as a result, more than 25% of the
     value of the  Portfolio's  total assets would be invested in the securities
     of issuers having their principal business activities in the same industry;

4.   Make loans, although the Portfolio may (i) purchase money market securities
     and enter into repurchase agreements; (ii) acquire  publicly-distributed or
     privately  placed debt  securities and purchase debt;  (iii) lend portfolio
     securities; and (iv) participate in an interfund lending program with other
     funds advised or sub-advised by the Sub-advisor  provided that no such loan
     may be made if, as a result,  the  aggregate  of such loans would exceed 33
     1/3% of the value of the Portfolio's total assets;

5.   Purchase a security  if, as a result,  with  respect to 75% of the value of
     the Portfolio's total assets, more than 5% of the value of its total assets
     would  be  invested  in  the  securities  of any  one  issuer  (other  than
     obligations  issued or guaranteed by the U.S.  Government,  its agencies or
     instrumentalities);

6.   Purchase a security  if, as a result,  with  respect to 75% of the value of
     the  Portfolio's  total  assets,  more than 10% of the  outstanding  voting
     securities  of any  issuer  would  be held  by the  Portfolio  (other  than
     obligations  issued or guaranteed by the U.S.  Government,  its agencies or
     instrumentalities);

7.   Purchase or sell real estate  unless  acquired as a result of  ownership of
     securities or other  instruments  (but this shall not prevent the Portfolio
     from  investing in securities or other  instruments  back by real estate or
     securities of companies engaged in the real estate business);

8.   Issue senior securities except in compliance with the 1940 Act; or

9.   Underwrite  securities  issued by other persons,  except to the extent that
     the Portfolio may be deemed to be an underwriter  within the meaning of the
     Securities  Act of 1933 in  connection  with the  purchase  and sale of its
     portfolio  securities  in the ordinary  course of pursuing  its  investment
     program.

     Notes:  The  following  notes should be read in  connection  with the above
described fundamental policies. The notes are not fundamental policies.

         With respect to investment restrictions (1) and (4), the Portfolio will
not  borrow or lend to any other  fund  unless it applies  for and  receives  an
exemptive order from the SEC, if so required, or the SEC issues rules permitting
such  transactions.  The Portfolio  has no current  intention of engaging in any
such activity and there is no assurance the SEC would grant any order  requested
by the Portfolio or promulgate any rules allowing the transactions.

         With respect to  investment  restriction  (2), the  Portfolio  does not
consider currency contracts or hybrid investments to be commodities.

         For the purposes of investment  restriction (3), United States federal,
state or local governments,  or related agencies and instrumentalities,  are not
considered an industry. Foreign governments are considered an industry.

         For purposes of investment restriction (4), the Portfolio will consider
the  acquisition  of a debt security to include the execution of a note or other
evidence of an extension of credit with a term of more than nine months.

Investment  Restrictions  Applicable  Only to the AST  Gabelli  Small-Cap  Value
Portfolio:

          The following  fundamental  policies should be read in connection with
the notes set forth below. The notes are not fundamental  policies.  As a matter
of fundamental policy, the Portfolio may not:

1.   Borrow money except that the Portfolio  may (i) borrow for  non-leveraging,
     temporary  or  emergency  purposes  and (ii)  engage in reverse  repurchase
     agreements  and make  other  investments  or engage in other  transactions,
     which may involve a borrowing,  in a manner consistent with the Portfolio's
     investment objective and program,  provided that the combination of (i) and
     (ii) shall not exceed 33 1/3% of the value of the Portfolio's  total assets
     (including the amount borrowed) less liabilities (other than borrowings) or
     such other percentage permitted by law. Any borrowings which come to exceed
     this  amount  will be  reduced  in  accordance  with  applicable  law.  The
     Portfolio  may borrow from banks,  and other funds or other  persons to the
     extent permitted by applicable law;

2.   Purchase  or sell  physical  commodities;  except  that it may  enter  into
     futures contracts and options thereon;

3.   Purchase the securities of any issuer if, as a result, more than 25% of the
     value of the  Portfolio's  total assets would be invested in the securities
     of issuers having their principal business activities in the same industry;

4.   Make loans,  although the Portfolio may (i) lend  portfolio  securities and
     participate  in an  interfund  lending  program to the extent  permitted by
     applicable law, provided that no such loan may be made if, as a result, the
     aggregate  of  such  loans  would  exceed  33  1/3%  of  the  value  of the
     Portfolio's  total assets;  (ii) purchase money market securities and enter
     into  repurchase  agreements;  and (iii)  acquire  publicly-distributed  or
     privately-placed debt securities and purchase debt;

5.   Purchase a security  if, as a result,  with  respect to 75% of the value of
     its total assets, more than 5% of the value of the Portfolio's total assets
     would be invested in the securities of a single issuer,  except  securities
     issued or  guaranteed  by the U.S.  Government  or any of its  agencies  or
     instrumentalities;

6.   Purchase a security  if, as a result,  with  respect to 75% of the value of
     the  Portfolio's  total  assets,  more than 10% of the  outstanding  voting
     securities  of any  issuer  would  be held  by the  Portfolio  (other  than
     obligations  issued or guaranteed by the U.S.  Government,  its agencies or
     instrumentalities);

7.   Purchase or sell real estate  unless  acquired as a result of  ownership of
     securities or other  instruments  (but this shall not prevent the Portfolio
     from investing in securities or other instruments  backed by real estate or
     in securities of companies engaged in the real estate business);

8.   Issue senior securities except in compliance with the 1940 Act; or

9.   Underwrite  securities  issued by other persons,  except to the extent that
     the Portfolio may be deemed to be an underwriter  within the meaning of the
     Securities  Act of 1933 in  connection  with the  purchase  and sale of its
     portfolio  securities  in the ordinary  course of pursuing  its  investment
     program.

     Notes:   The  following  notes  should  be  read  in  connection  with  the
above-described fundamental policies. The notes are not fundamental policies.

         With respect to investment restrictions (1) and (4), the Portfolio will
not borrow from or lend to any other fund unless it applies for and  receives an
exemptive order from the SEC, if so required, or the SEC issues rules permitting
such  transactions.  The Portfolio  has no current  intention of engaging in any
such activity and there is no assurance the SEC would grant any order  requested
by the Portfolio or promulgate any rules allowing the transactions.

         With respect to  investment  restriction  (2), the  Portfolio  does not
consider currency contracts or hybrid investments to be commodities.

         For  purposes  of  investment  restriction  (3),  U.S.,  state or local
governments,  or related  agencies or  instrumentalities,  are not considered an
industry.

         For purposes of investment restriction (4), the Portfolio will consider
the  acquisition  of a debt security to include the execution of a note or other
evidence of an extension of credit with a term of more than nine months.

Investment  Restrictions  Applicable  Only  to the  AST T.  Rowe  Price  Natural
Resources Portfolio:

          The following  fundamental  policies should be read in connection with
the notes set forth below. The notes are not fundamental  policies.  As a matter
of fundamental policy, the Portfolio may not:

1.   Borrow money except that the Portfolio  may (i) borrow for  non-leveraging,
     temporary  or  emergency  purposes  and (ii)  engage in reverse  repurchase
     agreements  and make  other  investments  or engage in other  transactions,
     which may involve a borrowing,  in a manner consistent with the Portfolio's
     investment objective and program,  provided that the combination of (i) and
     (ii) shall not exceed 33 1/3% of the value of the Portfolio's  total assets
     (including the amount borrowed) less liabilities (other than borrowings) or
     such other percentage permitted by law. Any borrowings which come to exceed
     this  amount  will be  reduced  in  accordance  with  applicable  law.  The
     Portfolio may borrow from banks, other Price Portfolios or other persons to
     the extent permitted by applicable law;

2.   Purchase  or sell  physical  commodities;  except  that it may  enter  into
     futures contracts and options thereon;

3.   Purchase the securities of any issuer if, as a result, more than 25% of the
     value of the  Portfolio's  total assets would be invested in the securities
     of issuers having their principal business activities in the same industry;

4.   Make loans,  although the Portfolio may (i) lend  portfolio  securities and
     participate  in an interfund  lending  program with other Price  Portfolios
     provided  that no such loan may be made if, as a result,  the  aggregate of
     such  loans  would  exceed  33 1/3% of the value of the  Portfolio's  total
     assets;  (ii) purchase money market  securities  and enter into  repurchase
     agreements; and (iii) acquire publicly-distributed or privately-placed debt
     securities and purchase debt;

5.   Purchase a security  if, as a result,  with  respect to 75% of the value of
     its total assets, more than 5% of the value of the Portfolio's total assets
     would be invested in the securities of a single issuer,  except  securities
     issued or  guaranteed  by the U.S.  Government  or any of its  agencies  or
     instrumentalities;

6.   Purchase a security  if, as a result,  with  respect to 75% of the value of
     the  Portfolio's  total  assets,  more than 10% of the  outstanding  voting
     securities  of any  issuer  would  be held  by the  Portfolio  (other  than
     obligations  issued or guaranteed by the U.S.  Government,  its agencies or
     instrumentalities);

7.   Purchase or sell real estate  unless  acquired as a result of  ownership of
     securities or other  instruments  (but this shall not prevent the Portfolio
     from investing in securities or other instruments  backed by real estate or
     in securities of companies engaged in the real estate business);

8.   Issue senior securities except in compliance with the 1940 Act; or

9.   Underwrite  securities  issued by other persons,  except to the extent that
     the Portfolio may be deemed to be an underwriter  within the meaning of the
     Securities  Act of 1933 in  connection  with the  purchase  and sale of its
     portfolio  securities  in the ordinary  course of pursuing  its  investment
     program.

     Notes:   The  following  notes  should  be  read  in  connection  with  the
above-described fundamental policies. The notes are not fundamental policies.

         With respect to investment restrictions (1) and (4), the Portfolio will
not borrow from or lend to any other fund unless it applies for and  receives an
exemptive order from the SEC, if so required, or the SEC issues rules permitting
such  transactions.  The Portfolio  has no current  intention of engaging in any
such activity and there is no assurance the SEC would grant any order  requested
by the Portfolio or promulgate any rules allowing the transactions.

         With respect to  investment  restriction  (2), the  Portfolio  does not
consider currency contracts or hybrid investments to be commodities.

         For  purposes  of  investment  restriction  (3),  U.S.,  state or local
governments,  or related  agencies or  instrumentalities,  are not considered an
industry.  Industries  are  determined  by reference to the  classifications  of
industries set forth in the Portfolio's semi-annual and annual reports.

         For purposes of investment restriction (4), the Portfolio will consider
the  acquisition  of a debt security to include the execution of a note or other
evidence of an extension of credit with a term of more than nine months.

Investment Restrictions Applicable Only to the AST JanCap Growth Portfolio:

1.   The Portfolio  will not purchase a security if as a result,  that Portfolio
     would own more than 10% of the outstanding voting securities of any issuer.

2.   As to 75% of the value of its total assets,  the Portfolio  will not invest
     more than 5% of its total assets, at market value, in the securities of any
     one issuer  (except cash items and  securities  issued or guaranteed by the
     U.S. Government, its agencies or instrumentalities).

3.   The Portfolio will not purchase a security if as a result, more than 25% of
     its total assets,  at market value,  would be invested in the securities of
     issuers  principally engaged in the same industry (except securities issued
     or guaranteed by the U.S. Government, its agencies or instrumentalities).

4.   The  Portfolio  will not  purchase  or sell real  estate  (although  it may
     purchase  securities secured by real estate interests or interests therein,
     or issued by companies or investment  trusts which invest in real estate or
     interests therein).

5.   The  Portfolio  will not purchase or sell physical  commodities  other than
     foreign  currencies  unless acquired as a result of ownership of securities
     (but this  shall not  prevent  the  Portfolio  from  purchasing  or selling
     options,  futures,  swaps  and  forward  contracts  or  from  investing  in
     securities and other instruments backed by physical commodities).

6.   The  Portfolio  may not make loans,  except that the Portfolio may (i) lend
     portfolio securities in accordance with the Portfolio's investment policies
     in  amounts up to 33-1/3%  of the total  assets of the  Portfolio  taken at
     market  value;  (ii)  purchase  money  market  securities  and  enter  into
     repurchase agreements;  and (iii) acquire publicly distributed or privately
     placed debt securities.

Investment  Restrictions  Applicable  Only to the AST Alliance Growth and Income
Portfolio:

1.   The Portfolio  will not purchase a security if as a result,  that Portfolio
     would own more than 10% of the outstanding voting securities of any issuer.

2.   The  Portfolio  may not make loans,  except that the Portfolio may (i) lend
     portfolio securities in accordance with the Portfolio's investment policies
     in  amounts up to 33-1/3%  of the total  assets of the  Portfolio  taken at
     market  value;  (ii)  purchase  money  market  securities  and  enter  into
     repurchase agreements;  and (iii) acquire publicly distributed or privately
     placed debt securities.

3.   The  Portfolio  will not pledge,  mortgage,  or  hypothecate  its assets --
     however,  this provision does not apply to the grant of escrow  receipts or
     the entry into other similar escrow arrangements arising out of the writing
     of covered call options.

4.   The Portfolio  will not purchase  securities of any issuer unless it or its
     predecessor has a record of three years' continuous operation,  except that
     the Portfolio may purchase securities of such issuers through  subscription
     offers or other  rights  it  receives  as a  security  holder of  companies
     offering such  subscriptions  or rights,  and such  purchases  will then be
     limited in the aggregate to 5% of the Portfolio's net assets at the time of
     investment.

5.   The Portfolio will not concentrate its investments in any one industry (the
     Portfolio's  investment  policy of keeping  its assets in those  securities
     which  are  selling  at the most  reasonable  prices in  relation  to value
     normally  results in  diversification  among many  industries -- consistent
     with this,  the  Portfolio  does not intend to invest  more than 25% of its
     assets  in any one  industry  classification  used by the  Sub-advisor  for
     investment  purposes,  although  such  concentration  could,  under unusual
     economic  and  market  conditions,  amount to 30% or  conceivably  somewhat
     more).

6.   The  Portfolio  will not borrow money except from banks and then in amounts
     not in excess of 33 1/3% of its total  assets.  The Portfolio may borrow at
     prevailing   interest   rates  and  invest  the  Portfolios  in  additional
     securities.  The  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 the  Portfolio,  for any
     reason,  have borrowings that do not meet the above test then, within three
     business days, the Portfolio must reduce such  borrowings so as to meet the
     necessary test. Under such a circumstance,  the Portfolio have to liquidate
     securities at a time when it is disadvantageous to do so.

7.   The  Portfolio  will not make short sales except short sales made  "against
     the box" to defer recognition of taxable gains or losses.

8.   The  Portfolio  will not  purchase  or sell real  estate  (although  it may
     purchase  securities secured by real estate interests or interests therein,
     or issued by companies or investment  trusts which invest in real estate or
     interests therein).

9.   The  Portfolio  will not invest  directly  in oil,  gas,  or other  mineral
     exploration or development  programs;  however,  the Portfolio may purchase
     securities of issuers whose principal business  activities fall within such
     areas.

10.  The Portfolio will not purchase a security if as a result,  more than 5% of
     the value of that Portfolio's assets, at market value, would be invested in
     the  securities of issuers  which,  with their  predecessors,  have been in
     business less than three years.

Investment  Restrictions  Applicable  Only  to the  AST  INVESCO  Equity  Income
Portfolio:

         As a matter of fundamental policy, the Portfolio may not:

1.   Issue preference shares or create any funded debt;

2.   Sell short;

3.   Borrow  money  except  from banks in excess of 5% of the value of its total
     net assets,  and when  borrowing,  it is a temporary  measure for emergency
     purposes;

4.   Buy or sell real estate,  commodities,  commodity contracts  (however,  the
     Portfolio may purchase securities of companies investing in real estate);

5.   Purchase any security or enter into a repurchase agreement, if as a result,
     more than 15% of its net assets would be invested in repurchase  agreements
     not entitling the holder to payment of principal and interest  within seven
     days and in securities  that are illiquid by virtue of legal or contractual
     restrictions on resale or the absence of a readily  available  market.  The
     Trustees or the Investment  Manager or the Sub-advisor,  acting pursuant to
     authority delegated by the Trustees, may determine that a readily available
     market  exists for  securities  eligible  for resale  pursuant to Rule 144A
     under the  Securities  Act of 1933,  or any  successor  to that  rule,  and
     therefore that such securities are not subject to the foregoing limitation;

6.   Purchase securities if the purchase would cause the Portfolio, at the time,
     to have more than 5% of its total assets  invested in the securities of any
     one  company  or to own more than 10% of the voting  securities  of any one
     company (except obligations issued or guaranteed by the U.S. Government);

7.   The  Portfolio  may not make loans,  except that the Portfolio may (i) lend
     portfolio securities in accordance with the Portfolio's investment policies
     in  amounts up to 33-1/3%  of the total  assets of the  Portfolio  taken at
     market  value;  (ii)  purchase  money  market  securities  and  enter  into
     repurchase agreements;  and (iii) acquire publicly distributed or privately
     placed debt securities; or

8.   Invest  more  than  25%  of the  value  of the  Portfolio's  assets  in one
     particular industry.

Investment  Restrictions  Applicable Only to the AST American Century  Strategic
Balanced Portfolio:

         As a matter of fundamental policy, the Portfolio will not:

1.   The  Portfolio  may not make loans,  except that the Portfolio may (i) lend
     portfolio securities in accordance with the Portfolio's investment policies
     in  amounts up to 33-1/3%  of the total  assets of the  Portfolio  taken at
     market  value;  (ii)  purchase  money  market  securities  and  enter  into
     repurchase agreements;  and (iii) acquire publicly distributed or privately
     placed debt securities.

2.   With respect to 75% of the value of its total assets, purchase the security
     of any  one  issuer  if  such  purchase  would  cause  more  than 5% of the
     Portfolio's  assets at  market to be  invested  in the  securities  of such
     issuer,  except United  States  government  securities,  or if the purchase
     would cause more than 10% of the outstanding  voting  securities of any one
     issuer to be held in the Portfolio;

3.   Invest more than 25% of the assets of the Portfolio,  exclusive of cash and
     U.S. government securities, in securities of any one industry;

4.   Issue any senior security except in compliance with the 1940 Act;

5.   Underwrite  any  securities  except to the extent that the Portfolio may be
     deemed an underwriter when purchasing or selling securities;

6.   Purchase  or sell real  estate.  (In the opinion of the  Sub-advisor,  this
     restriction will not preclude the Portfolio from investing in securities of
     corporations that deal in real estate.);

7.   The Portfolio may not purchase or sell physical commodities unless acquired
     as a result of the ownership of securities  or  instruments;  provided that
     this  restriction  shall not  prohibit a  Portfolio  from (i)  engaging  in
     permissable  options and futures  transactions and forward foreign currency
     contracts in accordance  with the Portfolio's  investment  policies or (ii)
     investing in securities of any kind; or

8.   Borrow any money, except in an amount not in excess of 33 1/3% of the total
     assets of the  Portfolio,  and then only for  emergency  and  extraordinary
     purposes;  this does not prohibit the escrow and collateral arrangements in
     connection with  investment in interest rate futures  contracts and related
     options by the Portfolio.

Investment  Restrictions  Only  Applicable  to  the  AST  T.  Rowe  Price  Asset
Allocation Portfolio:

         The following  fundamental  policies  should be read in connection with
the notes set forth below. The notes are not fundamental  policies.  As a matter
of fundamental policy, the Portfolio may not:

1.   Borrow money except that the Portfolio  may (i) borrow for  non-leveraging,
     temporary  or  emergency  purposes  and (ii)  engage in reverse  repurchase
     agreements  and make  other  investments  or engage in other  transactions,
     which may or may be deemed to involve a borrowing,  in a manner  consistent
     with the Portfolio's  investment objective and policies,  provided that the
     combination  of (i) and (ii)  shall not  exceed 33 1/3% of the value of the
     Portfolio's  total assets  (including the amount borrowed) less liabilities
     (other than  borrowings)  or such other  percentage  permitted  by law. Any
     borrowings  which come to exceed this amount will be reduced in  accordance
     with  applicable  law.  The  Portfolio  may borrow from banks,  other Price
     Portfolios or other persons to the extent permitted by applicable law;

2.   Purchase  or sell  physical  commodities;  except  that it may  enter  into
     futures contracts and options thereon;

3.   Purchase the securities of any issuer if, as a result, more than 25% of the
     value of the  Portfolio's  total assets would be invested in the securities
     of issuers having their principal business activities in the same industry;

4.   Make loans, although the Portfolio may (i) purchase money market securities
     and enter into repurchase agreements; (ii) acquire publicly- distributed or
     privately  placed debt  securities and purchase debt;  (iii) lend portfolio
     securities; and (iv) participate in an interfund lending program with other
     Price  Portfolios  provided  that no such loan may be made if, as a result,
     the  aggregate  of such  loans  would  exceed  33 1/3% of the  value of the
     Portfolio's total assets;

5.   Purchase a security  if, as a result,  with  respect to 75% of the value of
     its total assets, more than 5% of the value of the Portfolio's total assets
     would be invested in the securities of a single issuer,  except  securities
     issued or  guaranteed  by the U.S.  government,  or any of its  agencies or
     instrumentalities;

6.   Purchase a security  if, as a result,  with  respect to 75% of the value of
     the  Portfolio's  total  assets,  more than 10% of the  outstanding  voting
     securities  of any  issuer  would  be held  by the  Portfolio  (other  than
     obligations  issued or guaranteed by the U.S.  government,  its agencies or
     instrumentalities);

7.   Purchase or sell real estate  unless  acquired as a result of  ownership of
     securities or other  instruments  (but this shall not prevent the Portfolio
     from investing in securities or other instruments  backed by real estate or
     securities of companies engaged in the real estate business);

8.   Issue senior securities except in compliance with the 1940 Act; or

9.   Underwrite  securities  issued by other persons,  except to the extent that
     the Portfolio may be deemed to be an underwriter  within the meaning of the
     Securities  Act of 1933 in  connection  with the  purchase  and sale of its
     portfolio  securities  in the ordinary  course of pursuing  its  investment
     program.

     Notes:  The  following  notes should be read in  connection  with the above
described fundamental policies. The notes are not fundamental policies. ---

         With respect to investment restrictions (1) and (4), the Portfolio will
not  borrow or lend to any other  fund  unless it applies  for and  receives  an
exemptive order from the SEC, if so required, or the SEC issues rules permitting
such  transactions.  The Portfolio  has no current  intention of engaging in any
such activity and there is no assurance the SEC would grant any order  requested
by the Portfolio or promulgate any rules allowing the transactions.

         With respect to  investment  restriction  (2), the  Portfolio  does not
consider currency contracts on hybrid investments to be commodities.

         For the purposes of investment  restriction (3), United States federal,
state or local governments,  or related agencies and instrumentalities,  are not
considered an industry. Foreign governments are considered an industry.

         For purposes of investment restriction (4), the Portfolio will consider
the  acquisition  of a debt security to include the execution of a note or other
evidence of an extension of credit with a term of more than nine months.

Investment  Restrictions  Applicable  Only to the AST T. Rowe Price  Global Bond
Portfolio:

         As a matter of fundamental policy, the Portfolio may not:

1.   Borrow money,  except as a temporary measure for extraordinary or emergency
     purposes  or  except  in  connection  with  reverse  repurchase  agreements
     provided  that  the  Portfolio  maintains  asset  coverage  of 300% for all
     borrowings;

2.   Purchase or sell real estate  (except that the  Portfolio may invest in (i)
     securities of companies  which deal in real estate or  mortgages,  and (ii)
     securities  secured  by real  estate  or  interests  therein,  and that the
     Portfolio  reserves  freedom  of  action  to hold and to sell  real  estate
     acquired  as a  result  of the  Portfolio's  ownership  of  securities)  or
     purchase or sell  physical  commodities  or contracts  relating to physical
     commodities;

3.   Act as  underwriter  of securities  issued by others,  except to the extent
     that it may be deemed an underwriter in connection  with the disposition of
     portfolio securities of the Portfolio;

4.   Make loans to other persons, except (a) loans of portfolio securities,  and
     (b) to the extent the entry into repurchase  agreements and the purchase of
     debt securities in accordance with its investment objectives and investment
     policies may be deemed to be loans;

5.   Issue senior securities except in compliance with the 1940 Act; or

6.   Purchase any securities which would cause more than 25% of the market value
     of its total  assets at the time of such  purchase  to be  invested  in the
     securities  of  one  or  more  issuers  having  their  principal   business
     activities in the same industry,  provided that there is no limitation with
     respect to  investments  in  obligations  issued or  guaranteed by the U.S.
     Government,  its  agencies or  instrumentalities  (for the purposes of this
     restriction,  telephone  companies  are  considered  to  be  in a  separate
     industry from gas and electric public utilities,  and wholly-owned  finance
     companies  are  considered  to be in the industry of their parents if their
     activities  are  primarily  related to financing  the  activities  of their
     parents).

Investment  Restrictions  Applicable  Only  to  the  AST  Federated  High  Yield
Portfolio:

1.   The  Portfolio  will not purchase any  securities  on margin but may obtain
     such  short-term   credits  as  may  be  necessary  for  the  clearance  of
     transactions.

2.   The  Portfolio  will not borrow  money  except as a  temporary  measure for
     extraordinary  or  emergency  purposes and then only from banks and only in
     amounts  not in excess of 5% of the value of its net  assets,  taken at the
     lower of cost or market. In addition,  to meet redemption  requests without
     immediately  selling portfolio  securities,  the Portfolio may borrow up to
     one-third of the value of its total assets  (including the amount borrowed)
     less its liabilities (not including  borrowings,  but including the current
     fair market value of any securities carried in open short positions).  This
     practice is not for investment leverage but solely to facilitate management
     of the portfolio by enabling the Portfolio to meet redemption requests when
     the  liquidation of portfolio  securities is deemed to be  inconvenient  or
     disadvantageous. If, due to market fluctuations or other reasons, the value
     of the  Portfolio's  assets  falls  below 300% of its  borrowings,  it will
     reduce its  borrowings  within three business days. No more than 10% of the
     value  of the  Portfolio's  total  assets  at the  time of  providing  such
     security may be used to secure borrowings.

3.   The  Portfolio  will not  invest  more than 5% of its  total  assets in the
     securities of any one issuer (except cash and cash instruments,  securities
     issued  or  guaranteed   by  the  U.S.   government,   its   agencies,   or
     instrumentalities,   or   instruments   secured  by  these   money   market
     instruments, such as repurchase agreements).

4.   The Portfolio will not invest more than 5% of the value of its total assets
     in securities of companies, including their predecessors, that have been in
     operation for less than three years.

5.   The Portfolio will not invest more than 5% of the value of its total assets
     in foreign securities which are not publicly traded in the United States.

6.   The Portfolio will not purchase or sell real estate, although it may invest
     in  marketable  securities  secured  by real  estate or  interests  in real
     estate,  and it  may  invest  in the  marketable  securities  of  companies
     investing or dealing in real estate.

7.   The Portfolio will not purchase or sell commodities or commodity  contracts
     or oil, gas, or other mineral exploration or development programs. However,
     it may invest in the  marketable  securities  of companies  investing in or
     sponsoring such programs.

8.   The  Portfolio  may not make loans,  except that the Portfolio may (i) lend
     portfolio securities in accordance with the Portfolio's investment policies
     in  amounts up to 33-1/3%  of the total  assets of the  Portfolio  taken at
     market  value;  (ii)  purchase  money  market  securities  and  enter  into
     repurchase agreements;  and (iii) acquire publicly distributed or privately
     placed debt securities.

9.   The  Portfolio  will not  write,  purchase,  or sell  puts,  calls,  or any
     combination thereof.

10.  The Portfolio  will not make short sales of  securities  or maintain  short
     positions,  unless:  during the time the short position is open, it owns an
     equal  amount of the  securities  sold or  securities  readily  and  freely
     convertible   into  or   exchangeable,   without   payment  of   additional
     consideration, for securities of the same issue as, and equal in amount to,
     the securities  sold short;  and not more than 10% of the  Portfolio's  net
     assets (taken at current value) is held as collateral for such sales at any
     one time.

11.  The Portfolio will not purchase  securities of a company for the purpose of
     exercising control or management.  However,  the Portfolio may invest in up
     to 10% of the voting  securities  of any one issuer  and may  exercise  its
     voting powers  consistent  with the best interests of the  Portfolio.  From
     time to time,  the  Portfolio,  together  with other  investment  companies
     advised by subsidiaries or affiliates of Federated Investors,  may together
     buy and hold  substantial  amounts of a company's  voting  stock.  All such
     stock may be voted  together.  In some such cases,  the  Portfolio  and the
     other  investment  companies  might  collectively  be  considered  to be in
     control  of the  company  in  which  they  have  invested.  In some  cases,
     Directors, agents, employees, officers, or others affiliated with or acting
     for the Portfolio, its Sub-advisor,  or affiliated companies might possibly
     become directors of companies in which the Portfolio holds stock.

12.  The  Portfolio  will not  invest  more  than 25% of the  value of its total
     assets in one industry.  However,  for temporary  defensive  purposes,  the
     Portfolio may at times invest more than that  percentage  in: cash and cash
     items;  securities  issued  or  guaranteed  by  the  U.S.  government,  its
     agencies,  or  instrumentalities;  or  instruments  secured by these  money
     market instruments, such as repurchase agreements.

Investment  Restrictions  Applicable  Only to the AST PIMCO  Total  Return  Bond
Portfolio:

1.   The  Portfolio  will not  invest  in a  security  if,  as a result  of such
     investment, more than 25% of its total assets (taken at market value at the
     time of  investment)  would be  invested  in  securities  of  issuers  of a
     particular  industry,  except  that  this  restriction  does  not  apply to
     securities  issued or guaranteed by the U.S.  government or its agencies or
     instrumentalities (or repurchase agreements with respect thereto);

2.   The Portfolio will not, with respect to 75% of its total assets,  invest in
     a security  if, as a result of such  investment,  more than 5% of its total
     assets (taken at market value at the time of investment)  would be invested
     in the securities of any one issuer,  except that this restriction does not
     apply to  securities  issued or  guaranteed  by the U.S.  government or its
     agencies  or  instrumentalities  (or  repurchase  agreements  with  respect
     thereto);

3.   The  Portfolio  will not,  with  respect to 75% of its assets,  invest in a
     security  if, as a result of such  investment,  it would hold more than 10%
     (taken at the time of investment) of the outstanding  voting  securities of
     any one issuer;

4.   The  Portfolio  will not  purchase  or sell real  estate  (although  it may
     purchase  securities  secured  by real  estate  or  interests  therein,  or
     securities  issued by companies  which invest in real estate,  or interests
     therein);

5.   The Portfolio will not purchase or sell  commodities  contracts or oil, gas
     or mineral  programs.  This  restriction  shall not prohibit the Portfolio,
     subject to restrictions  stated in the Trust's  Prospectus and elsewhere in
     this  Statement,   from  purchasing,   selling  or  entering  into  futures
     contracts,   options  on  futures   contracts,   foreign  currency  forward
     contracts,  foreign  currency  options,  or any interest  rate,  securities
     related or foreign  currency-related  hedging  instrument,  including  swap
     agreements and other derivative instruments, subject to compliance with any
     applicable provisions of the federal securities laws or commodities laws;

6.   The  Portfolio  will not borrow  money,  issue senior  securities,  pledge,
     mortgage,  hypothecate its assets, except that the Portfolio may (i) borrow
     from banks or enter into reverse repurchase  agreements,  or employ similar
     investment techniques,  and pledge its assets in connection therewith,  but
     only if immediately after each borrowing there is an asset coverage of 300%
     and (ii) enter into transactions in options, futures and options on futures
     and other derivative instruments as described in the Trust's Prospectus and
     this  Statement  (the  deposit of assets in escrow in  connection  with the
     writing of covered put and call options and the purchase of securities on a
     when-issued or delayed delivery basis, collateral arrangements with respect
     to  initial  or  variation   margin  deposits  for  future   contracts  and
     commitments   entered  into  under  swap  agreements  or  other  derivative
     instruments, will not be deemed to be pledges of the Portfolio's assets);

7.   The  Portfolio  will  not  lend  funds or  other  assets,  except  that the
     Portfolio may, consistent with its investment  objective and policies:  (a)
     invest in debt  obligations,  including  bonds,  debentures  or other  debt
     securities,  bankers'  acceptances  and commercial  paper,  even though the
     purchase of such  obligations may be deemed to be the making of a loan, (b)
     enter into repurchase agreements,  and (c) lend its Portfolio securities in
     an amount not to exceed  one-third the value of its total assets,  provided
     such loans are and in accordance with applicable guidelines  established by
     the SEC and the Trust's Board of Trustees; or

8.   The Portfolio  will not maintain a short  position,  or purchase,  write or
     sell puts, calls, straddles, spreads or combinations thereof, except as set
     forth in the Trust's  Prospectus  and this  Statement for  transactions  in
     options,  futures,  and options on futures  transactions arising under swap
     agreements or other derivative instruments.

Investment  Restrictions  Applicable Only to the AST PIMCO Limited Maturity Bond
Portfolio:

         As a matter of fundamental policy, the Portfolio may not:

1.   Invest in a security if, as a result of such  investment,  more than 25% of
     its total  assets  (taken at market  value at the time of such  investment)
     would be invested in the securities of issuers in any particular  industry,
     except  that  this  restriction  does not  apply to  securities  issued  or
     guaranteed by the U.S. Government or its agencies or instrumentalities  (or
     repurchase agreements with respect thereto);

2.   With respect to 75% of its assets,  invest in a security if, as a result of
     such investment, more than 5% of its total assets (taken at market value at
     the time of such  investment)  would be invested in  securities  of any one
     issuer, except that this restriction does not apply to securities issued or
     guaranteed by the U.S. Government or its agencies or instrumentalities;

3.   With respect to 75% of its assets,  invest in a security if, as a result of
     such  investment,  it would  hold more than 10%  (taken at the time of such
     investment) of the outstanding voting securities of any one issuer;

4.   Purchase or sell real estate (although it may purchase  securities  secured
     by real estate or  interests  therein,  or  securities  issued by companies
     which invest in real estate, or interests therein);

5.   Purchase  or sell  commodities  or  commodities  contracts  or oil,  gas or
     mineral  programs.  This  restriction  shall not  prohibit  the  Portfolio,
     subject to  restrictions  described in the Prospectus and elsewhere in this
     Statement,  from  purchasing,  selling or entering into futures  contracts,
     options,   or   any   interest   rate,    securities-related   or   foreign
     currency-related  hedging  instrument,  including swap agreements and other
     derivative   instruments,   subject  to  compliance   with  any  applicable
     provisions of the federal securities or commodities laws;

6.   Borrow money, issue senior securities,  or pledge,  mortgage or hypothecate
     its assets,  except that the  Portfolio  may (i) borrow from banks or enter
     into  reverse   repurchase   agreements,   or  employ  similar   investment
     techniques,  and  pledge its assets in  connection  therewith,  but only if
     immediately  after each borrowing  there is asset coverage of 300% and (ii)
     enter into  transactions  in  options,  futures  and options on futures and
     other  derivative  instruments  as described in the  Prospectus and in this
     Statement  (the deposit of assets in escrow in connection  with the writing
     of  covered  put and call  options  and the  purchase  of  securities  on a
     when-issued or delayed delivery basis, collateral arrangements with respect
     to  initial  or  variation  margin  deposits  for  futures   contracts  and
     commitments   entered  into  under  swap  agreements  or  other  derivative
     instruments, will not be deemed to be pledges of the Portfolio assets);

7.   Lend any funds or other  assets,  except that a Portfolio  may,  consistent
     with its investment objective and policies: (a) invest in debt obligations,
     including bonds,  debentures or other debt securities,  banker'  acceptance
     and commercial  paper,  even though the purchase of such obligations may be
     deemed to be the making of loans, (b) enter into repurchase agreements, and
     (c) lend its portfolio  securities in an amount not to exceed  one-third of
     the value of its total  assets,  provided such loans are made in accordance
     with applicable guidelines  established by the SEC and the Trust's Board of
     Trustees; or

8.   Maintain  a  short  position,  or  purchase,  write  or sell  puts,  calls,
     straddles,  spreads or combinations  thereof,  except on such conditions as
     may be set forth in the Prospectus and in this Statement.

Investment Restrictions Applicable Only to the AST Money Market Portfolio:

1.   The  Portfolio  will not purchase a security if as a result,  the Portfolio
     would own more than 10% of the outstanding voting securities of any issuer.

2.   As to 75% of the value of its total assets,  the Portfolio  will not invest
     more than 5% of its total assets, at market value, in the securities of any
     one issuer (except securities issued or guaranteed by the U.S.  Government,
     its agencies or instrumentalities).

3.   The Portfolio will not acquire any illiquid securities,  such as repurchase
     agreements  with more than seven days to  maturity  or fixed time  deposits
     with a duration of over seven calendar days, if as a result  thereof,  more
     than 10% of the market  value of the  Portfolio's  total assets would be in
     investments which are illiquid.

4.   The Portfolio will not purchase a security if as a result, more than 25% of
     its total assets,  at market value,  would be invested in the securities of
     issuers  principally engaged in the same industry (except securities issued
     or guaranteed by the U.S.  Government,  its agencies or  instrumentalities,
     negotiable certificates of deposit, time deposits, and bankers' acceptances
     of United States branches of United States banks).

5.   The Portfolio will not enter into reverse repurchase  agreements  exceeding
     in the  aggregate  one-third of the market value of the  Portfolio's  total
     assets,   less  liabilities  other  than  obligations  created  by  reverse
     repurchase agreements.

6.   The Portfolio will not borrow money, except from banks for extraordinary or
     emergency  purposes and then only in amounts not to exceed 10% of the value
     of the  Portfolio's  total  assets,  taken  at  cost,  at the  time of such
     borrowing. The Portfolio may not mortgage, pledge or hypothecate any assets
     except in connection  with any such  borrowing and in amounts not to exceed
     10% of the  value  of the  Portfolio's  net  assets  at the  time  of  such
     borrowing.  The Portfolio  will not purchase  securities  while  borrowings
     exceed 5% of the  Portfolio's  total assets.  This  borrowing  provision is
     included to facilitate the orderly sale of securities,  for example, in the
     event of abnormally  heavy redemption  requests,  and is not for investment
     purposes and shall not apply to reverse repurchase agreements.

7.   The Portfolio  will not make loans,  except  through  purchasing or holding
     debt  obligations,  or entering  into  repurchase  agreements,  or loans of
     Portfolio   securities  in  accordance  with  the  Portfolio's   investment
     objectives and policies.

8.   The Portfolio will not purchase  securities on margin,  make short sales of
     securities,  or maintain a short position,  provided that this  restriction
     shall not be deemed to be applicable to the purchase or sale of when-issued
     securities or of securities for delivery at a future date.

9.   The Portfolio will not purchase or sell puts, calls, straddles, spreads, or
     any combination thereof; real estate;  commodities;  or commodity contracts
     or interests in oil, gas or mineral  exploration or  development  programs.
     However,  the  Portfolio may purchase  bonds or commercial  paper issued by
     companies which invest in real estate or interests  therein  including real
     estate investment trusts.


Investment Restrictions Applicable Only to the AST Scudder Japan Portfolio,  AST
AIM International Equity Portfolio, the AST MFS Global Equity Portfolio, the AST
Janus Small-Cap Growth Portfolio, the AST Kemper Small-Cap Growth Portfolio, the
AST Federated  Aggressive Growth Portfolio,  the AST Lord Abbett Small Cap Value
Portfolio,  the AST Janus Mid-Cap Growth Portfolio, the AST Alger Mid-Cap Growth
Portfolio,  the AST Neuberger Berman Mid-Cap Growth Portfolio, the AST Neuberger
Berman Mid-Cap Value Portfolio,  the AST Alger All-Cap Growth Portfolio, the AST
Gabelli All-Cap Value Portfolio,  the AST Kinetics Internet  Portfolio,  the AST
Alliance Growth Portfolio,  the AST MFS Growth  Portfolio,  the AST Alger Growth
Portfolio,  the AST Marsico  Capital Growth  Portfolio,  the AST Janus Strategic
Value  Portfolio,  the AST  Cohen & Steers  Realty  Portfolio,  the AST  Sanford
Bernstein Managed Index 500 Portfolio,  the AST American Century Income & Growth
Portfolio,  the AST MFS  Growth  with  Income  Portfolio,  the AST AIM  Balanced
Portfolio and the AST Lord Abbett Bond-Debenture Portfolio.


1.   No Portfolio  may issue senior  securities,  except as permitted  under the
     1940 Act.

2.   No Portfolio may borrow money, except that a Portfolio may (i) borrow money
     for  non-leveraging,  temporary or emergency  purposes,  and (ii) engage in
     reverse repurchase agreements and make other investments or engage in other
     transactions,  which may involve a borrowing,  in a manner  consistent with
     the  Portfolio's  investment  objective  and  policies;  provided  that the
     combination  of (i) and (ii)  shall not  exceed 33 1/3% of the value of the
     Portfolio's  assets (including the amount borrowed) less liabilities (other
     than borrowings) or such other percentage  permitted by law. Any borrowings
     which  come to exceed  this  amount  will be  reduced  in  accordance  with
     applicable law.  Subject to the above  limitations,  a Portfolio may borrow
     from banks or other persons to the extent permitted by applicable law.

3.   No Portfolio may underwrite  securities issued by other persons,  except to
     the extent that the  Portfolio may be deemed to be an  underwriter  (within
     the meaning of the Securities Act of 1933) in connection  with the purchase
     and sale of portfolio securities.

4.   No Portfolio may purchase or sell real estate  unless  acquired as a result
     of the  ownership of securities  or other  instruments;  provided that this
     restriction  shall not prohibit a Portfolio from investing in securities or
     other  instruments  backed by real  estate or in  securities  of  companies
     engaged in the real estate business.

5.   No Portfolio may purchase or sell physical commodities unless acquired as a
     result of the ownership of securities  or  instruments;  provided that this
     restriction shall not prohibit a Portfolio from (i) engaging in permissible
     options and futures  transactions and forward foreign currency contracts in
     accordance with the Portfolio's  investment policies,  or (ii) investing in
     securities of any kind.

6.   No Portfolio may make loans, except that a Portfolio may (i) lend portfolio
     securities  in  accordance  with the  Portfolio's  investment  policies  in
     amounts up to 33 1/3% of the total assets of the Portfolio  taken at market
     value,  (ii) purchase  money market  securities  and enter into  repurchase
     agreements, and (iii) acquire publicly distributed or privately placed debt
     securities.


7.   No Portfolio  other than the AST Kinetics  Internet  Portfolio  and the AST
     Cohen & Steers Realty  Portfolio may purchase any security if, as a result,
     more than 25% of the value of the  Portfolio's  assets would be invested in
     the securities of issuers having their principal business activities in the
     same industry; provided that this restriction does not apply to investments
     in  obligations  issued or guaranteed by the U.S.  Government or any of its
     agencies  or  instrumentalities  (or  repurchase  agreements  with  respect
     thereto).  The AST Kinetics Internet  Portfolio will invest at least 25% of
     its total assets in  securities  of  companies  engaged in the Internet and
     Internet-related  activities.  The AST Cohen & Steers Realty Portfolio will
     invest at least 25% of its total assets in securities of companies  engaged
     in the real estate business.

8.   No Portfolio  other than the AST Janus Mid-Cap  Growth  Portfolio,  the AST
     Kinetics  Internet  Portfolio,  the AST Janus Strategic Value Portfolio and
     the AST Cohen & Steers  Realty  Portfolio  may,  with respect to 75% of the
     value of its total  assets,  purchase the  securities  of any issuer (other
     than securities  issued or guaranteed by the U.S.  Government or any of its
     agencies  or  instrumentalities)  if, as a result,  (i) more than 5% of the
     value of the  Portfolio's  total assets would be invested in the securities
     of such issuer, or (ii) more than 10% of the outstanding  voting securities
     of such issuer would be held by the Portfolio. The AST Janus Mid-Cap Growth
     Portfolio,  the AST Kinetics  Internet  Portfolio,  the AST Janus Strategic
     Value  Portfolio and the AST Cohen & Steers Realty  Portfolio may not, with
     respect to 50% of a Portfolio's  total assets,  invest in the securities of
     any one  issuer  (other  than  the U.S.  Government  and its  agencies  and
     instrumentalities), if immediately after and as a result of such investment
     more than 5% of the total assets of the Portfolio would be invested in such
     issuer.


         If a restriction on a Portfolio's investments is adhered to at the time
an investment is made, a subsequent change in the percentage of Portfolio assets
invested  in  certain  securities  or other  instruments,  or change in  average
duration of the Portfolio's investment portfolio,  resulting from changes in the
value of the Portfolio's total assets, will not be considered a violation of the
restriction;  provided,  however, that the asset coverage requirement applicable
to borrowings shall be maintained in the manner contemplated by applicable law.

         With respect to investment  restrictions  (2) and (6), a Portfolio will
not  borrow or lend to any other  fund  unless it applies  for and  receives  an
exemptive order from the SEC, if so required, or the SEC issues rules permitting
such transactions. There is no assurance the SEC would grant any order requested
by a Portfolio or promulgate any rules allowing the transactions.

         With respect to investment  restriction  (6), the restriction on making
loans  is  not   considered   to  limit  a  Portfolio's   investments   in  loan
participations and assignments.

         With respect to investment  restriction (7), the AST AIM  International
Equity  Portfolio  and  the AST AIM  Balanced  Portfolio  will  not  consider  a
bank-issued  guaranty or financial guaranty insurance as a separate security for
purposes of determining the percentage of the Portfolios' assets invested in the
securities of issuers in a particular industry.

CERTAIN RISK FACTORS AND INVESTMENT METHODS:

         Some of the investment instruments, techniques and methods which may be
used by one or more  of the  Portfolios  and the  risks  attendant  thereto  are
described below.  Other risk factors and investment  methods may be described in
the  "Investment   Objectives  and  Policies"  and  "Certain  Risk  Factors  and
Investment  Methods"  section in the Trust's  Prospectus and in the  "Investment
Objectives  and Policies"  section of this  Statement.  The risks and investment
methods  described below apply only to those Portfolios which may invest in such
instruments or use such techniques.

Debt Obligations:

         Yields on short,  intermediate,  and long-term securities are dependent
on a variety of factors, including, the general conditions of the money and bond
markets, the size of a particular offering, the maturity of the obligation,  and
the rating of the issue.  Debt securities with longer maturities tend to produce
higher  yields  and  are  generally  subject  to  potentially   greater  capital
appreciation and depreciation than obligations with shorter maturities and lower
yields.  The market  prices of debt  securities  usually  vary,  depending  upon
available  yields. An increase in interest rates will generally reduce the value
of  portfolio  investments,  and a decline  in  interest  rates  will  generally
increase the value of  portfolio  investments.  The ability of the  Portfolio to
achieve its investment objectives is also dependent on the continuing ability of
the issuers of the debt securities in which the Portfolio  invests to meet their
obligations for the payment of interest and principal when due.

Special Risks Associated with Low-Rated and Comparable Unrated Securities:

         Low-rated and comparable unrated  securities,  while generally offering
higher yields than investment-grade securities with similar maturities,  involve
greater risks,  including the  possibility  of default or  bankruptcy.  They are
regarded as predominantly  speculative with respect to the issuer's  capacity to
pay interest and repay principal.  The special risk considerations in connection
with such  investments are discussed  below.  See the Appendix of this Statement
for a discussion of securities ratings.

         Effect of  Interest  Rates and  Economic  Changes.  The  low-rated  and
comparable   unrated  securities  market  is  relatively  new,  and  its  growth
paralleled  a long  economic  expansion.  As a result,  it is not clear how this
market  may  withstand  a  prolonged  recession  or  economic  downturn.  Such a
prolonged  economic downturn could severely disrupt the market for and adversely
affect the value of such securities.

         All interest-bearing  securities typically experience appreciation when
interest  rates decline and  depreciation  when interest  rates rise. The market
values of low-rated and comparable unrated securities tend to reflect individual
corporate  developments  to a greater  extent than do  higher-rated  securities,
which react  primarily to  fluctuations  in the general level of interest rates.
Low-rated and comparable  unrated  securities  also tend to be more sensitive to
economic  conditions  than  are  higher-rated  securities.  As  a  result,  they
generally  involve  more  credit  risks  than  securities  in  the  higher-rated
categories. During an economic downturn or a sustained period of rising interest
rates,  highly leveraged issuers of low-rated and comparable  unrated securities
may experience  financial  stress and may not have  sufficient  revenues to meet
their payment obligations.  The issuer's ability to service its debt obligations
may also be adversely affected by specific corporate developments,  the issuer's
inability to meet specific projected business  forecasts,  or the unavailability
of  additional  financing.  The  risk of loss due to  default  by an  issuer  of
low-rated  and  comparable  unrated  securities  is  significantly  greater than
issuers  of  higher-rated  securities  because  such  securities  are  generally
unsecured and are often subordinated to other creditors.  Further, if the issuer
of a low-rated and comparable  unrated  security  defaulted,  a Portfolio  might
incur additional expenses to seek recovery.  Periods of economic uncertainty and
changes would also generally result in increased volatility in the market prices
of low-rated and comparable  unrated  securities  and thus in a Portfolio's  net
asset value.

         As previously  stated,  the value of such a security will decrease in a
rising  interest rate market and  accordingly,  so will a Portfolio's  net asset
value. If a Portfolio  experiences  unexpected net redemptions in such a market,
it may be forced to  liquidate  a portion of its  portfolio  securities  without
regard to their investment  merits.  Due to the limited  liquidity of high-yield
securities  (discussed  below) a  Portfolio  may be  forced to  liquidate  these
securities  at a  substantial  discount.  Any such  liquidation  would  reduce a
Portfolio's  asset base over which  expenses could be allocated and could result
in a reduced rate of return for a Portfolio.

         Payment  Expectations.  Low-rated  and  comparable  unrated  securities
typically contain  redemption,  call, or prepayment  provisions which permit the
issuer of such securities  containing  such provisions to, at their  discretion,
redeem the  securities.  During periods of falling  interest  rates,  issuers of
high-yield  securities  are  likely  to  redeem or  prepay  the  securities  and
refinance them with debt securities with a lower interest rate. To the extent an
issuer  is able to  refinance  the  securities,  or  otherwise  redeem  them,  a
Portfolio may have to replace the  securities  with a  lower-yielding  security,
which would result in a lower return for a Portfolio.

         Issuers of lower-rated  securities are often highly leveraged,  so that
their ability to service their debt obligations  during an economic  downturn or
during sustained periods of rising interest rates may be impaired.  Such issuers
may not have more traditional  methods of financing available to them and may be
unable to repay outstanding obligations at maturity by refinancing.  The risk of
loss due to default in payment of interest or  repayment  of  principal  by such
issuers  is  significantly   greater  because  such  securities  frequently  are
unsecured and subordinated to the prior payment of senior indebtedness.

         Credit  Ratings.   Credit  ratings  issued  by  credit-rating  agencies
evaluate the safety of principal and interest payments of rated securities. They
do not,  however,  evaluate the market value risk of  low-rated  and  comparable
unrated  securities and,  therefore,  may not fully reflect the true risks of an
investment.  In  addition,  credit-rating  agencies  may or may not make  timely
changes in a rating to reflect changes in the economy or in the condition of the
issuer  that  affect  the market  value of the  security.  Consequently,  credit
ratings  are  used  only  as a  preliminary  indicator  of  investment  quality.
Investments  in  low-rated  and  comparable  unrated  securities  will  be  more
dependent  on the  Sub-advisor's  credit  analysis  than  would be the case with
investments in investment-grade debt securities.  The Sub-advisor may employ its
own credit research and analysis,  which could include a study of existing debt,
capital  structure,  ability to service debt and to pay dividends,  the issuer's
sensitivity to economic conditions, its operating history, and the current trend
of earnings. The Sub-advisor continually monitors the investments in a Portfolio
and  evaluates  whether  to  dispose of or to retain  low-rated  and  comparable
unrated securities whose credit ratings or credit quality may have changed.

         Liquidity and Valuation.  A Portfolio may have difficulty  disposing of
certain low-rated and comparable  unrated securities because there may be a thin
trading market for such securities.  Because not all dealers maintain markets in
all low-rated and comparable unrated securities,  there is no established retail
secondary market for many of these securities. A Portfolio anticipates that such
securities  could be sold only to a limited  number of dealers or  institutional
investors.  To the extent a secondary trading market does exist, it is generally
not as liquid as the secondary market for higher-rated securities. The lack of a
liquid  secondary  market may have an adverse  impact on the market price of the
security.  As a result, a Portfolio's  asset value and a Portfolio's  ability to
dispose of particular securities, when necessary to meet a Portfolio's liquidity
needs or in response to a specific economic event, may be impacted.  The lack of
a liquid secondary market for certain securities may also make it more difficult
for the Portfolio to obtain accurate market quotations for purposes of valuing a
Portfolio.  Market  quotations  are  generally  available on many  low-rated and
comparable  unrated  issues  only from a limited  number of dealers  and may not
necessarily  represent  firm bids of such  dealers or prices  for actual  sales.
During  periods of thin  trading,  the spread  between  bid and asked  prices is
likely to increase  significantly.  In addition,  adverse publicity and investor
perceptions,  whether or not based on  fundamental  analysis,  may  decrease the
values and liquidity of low-rated and comparable unrated securities,  especially
in a thinly-traded market.

Put and Call Options:

         Writing (Selling) Call Options.  A call option gives the holder (buyer)
the "right to  purchase"  a  security  or  currency  at a  specified  price (the
exercise  price),  at expiration of the option  (European  style) or at any time
until a certain date (the  expiration  date)  (American  style).  So long as the
obligation  of the writer of a call  option  continues,  he may be  assigned  an
exercise  notice  by the  broker-dealer  through  whom  such  option  was  sold,
requiring him to deliver the underlying  security or currency against payment of
the exercise price.  This obligation  terminates upon the expiration of the call
option,  or such  earlier  time at which the writer  effects a closing  purchase
transaction by repurchasing an option identical to that previously sold.

          When  writing a call option,  a Portfolio,  in return for the premium,
gives up the  opportunity  for profit from a price  increase  in the  underlying
security or currency above the exercise price,  but conversely  retains the risk
of loss should the price of the  security or  currency  decline.  Unlike one who
owns  securities  or currencies  not subject to an option,  the Portfolio has no
control  over  when it may be  required  to sell the  underlying  securities  or
currencies, since it may be assigned an exercise notice at any time prior to the
expiration of its  obligation as a writer.  If a call option which the Portfolio
has written  expires,  the  Portfolio  will  realize a gain in the amount of the
premium;  however,  such gain may be offset by a decline in the market  value of
the underlying security or currency during the option period. If the call option
is  exercised,  a  Portfolio  will  realize  a gain or loss from the sale of the
underlying security or currency.

          Writing (Selling) Put Options. A put option gives the purchaser of the
option the right to sell, and the writer (seller) has the obligation to buy, the
underlying  security or currency at the exercise  price during the option period
(American style) or at the expiration of the option (European style). So long as
the obligation of the writer continues, he may be assigned an exercise notice by
the  broker-dealer  through  whom such  option was sold,  requiring  him to make
payment of the exercise  price against  delivery of the  underlying  security or
currency.  The  operation  of put  options in other  respects,  including  their
related risks and rewards, is substantially identical to that of call options.

         Premium  Received  from Writing Call or Put Options.  A Portfolio  will
receive a  premium  from  writing a put or call  option,  which  increases  such
Portfolio's return in the event the option expires  unexercised or is closed out
at a profit.  The amount of the premium will reflect,  among other  things,  the
relationship  of the market  price of the  underlying  security to the  exercise
price of the  option,  the term of the option and the  volatility  of the market
price of the underlying  security.  By writing a call option, a Portfolio limits
its  opportunity  to  profit  from  any  increase  in the  market  value  of the
underlying  security  above the exercise  price of the option.  By writing a put
option,  a Portfolio  assumes  the risk that it may be required to purchase  the
underlying  security for an exercise  price higher than its then current  market
value,  resulting in a potential  capital loss if the purchase price exceeds the
market  value  plus the amount of the  premium  received,  unless  the  security
subsequently appreciates in value.

         Closing Transactions.  Closing transactions may be effected in order to
realize a profit  on an  outstanding  call  option,  to  prevent  an  underlying
security or currency from being called, or, to permit the sale of the underlying
security or currency.  A Portfolio  may  terminate an option that it has written
prior to its expiration by entering into a closing purchase transaction in which
it purchases an option having the same terms as the option written.  A Portfolio
will  realize  a  profit  or loss  from  such  transaction  if the  cost of such
transaction  is less or more than the premium  received  from the writing of the
option.  In the case of a put option,  any loss so incurred  may be partially or
entirely  offset by the premium  received from a simultaneous or subsequent sale
of a  different  put option.  Because  increases  in the market  price of a call
option will  generally  reflect  increases in the market price of the underlying
security,  any loss  resulting from the repurchase of a call option is likely to
be  offset  in whole or in part by  unrealized  appreciation  of the  underlying
security owned by such Portfolio.

          Furthermore, effecting a closing transaction will permit the Portfolio
to write another call option on the underlying  security or currency with either
a different  exercise price or expiration date or both. If the Portfolio desires
to sell a  particular  security or currency  from its  portfolio on which it has
written a call  option,  or  purchased  a put  option,  it will seek to effect a
closing  transaction prior to, or concurrently with, the sale of the security or
currency.  There is, of course,  no assurance that the Portfolio will be able to
effect such closing  transactions at a favorable  price. If the Portfolio cannot
enter into such a transaction, it may be required to hold a security or currency
that it might  otherwise  have sold.  When the  Portfolio  writes a covered call
option, it runs the risk of not being able to participate in the appreciation of
the underlying securities or currencies above the exercise price, as well as the
risk  of  being  required  to hold  on to  securities  or  currencies  that  are
depreciating  in value.  This  could  result in higher  transaction  costs.  The
Portfolio will pay  transaction  costs in connection with the writing of options
to close out previously  written options.  Such  transaction  costs are normally
higher than those applicable to purchases and sales of portfolio securities.

          Purchasing Call Options.  Call options may be purchased by a Portfolio
for the purpose of acquiring the  underlying  securities  or currencies  for its
portfolio.  Utilized in this fashion,  the purchase of call options  enables the
Portfolio to acquire the  securities or currencies at the exercise  price of the
call option plus the premium paid. At times the net cost of acquiring securities
or  currencies  in this  manner  may be less  than  the  cost of  acquiring  the
securities  or  currencies  directly.  This  technique  may also be  useful to a
Portfolio in purchasing a large block of securities or currencies  that would be
more difficult to acquire by direct market purchases. So long as it holds such a
call  option  rather  than the  underlying  security  or  currency  itself,  the
Portfolio is partially protected from any unexpected decline in the market price
of the  underlying  security or currency  and in such event could allow the call
option to expire,  incurring a loss only to the extent of the  premium  paid for
the option.

          Purchasing  Put Options.  A Portfolio  may purchase a put option on an
underlying security or currency (a "protective put") owned by the Portfolio as a
defensive  technique in order to protect  against an anticipated  decline in the
value of the security or currency. Such hedge protection is provided only during
the life of the put option when the Portfolio,  as the holder of the put option,
is able to sell the  underlying  security or currency at the put exercise  price
regardless  of  any  decline  in  the  underlying  security's  market  price  or
currency's  exchange value. For example,  a put option may be purchased in order
to protect unrealized appreciation of a security or currency where a Sub-advisor
deems it desirable  to continue to hold the security or currency  because of tax
considerations.  The premium paid for the put option and any  transaction  costs
would reduce any capital gain  otherwise  available  for  distribution  when the
security or currency is eventually sold.

          By  purchasing  put options on a security or currency it does not own,
the  Portfolio  seeks to  benefit  from a  decline  in the  market  price of the
underlying  security  or  currency.  If the put  option  is not sold when it has
remaining value, and if the market price of the underlying  security or currency
remains  equal to or greater than the exercise  price during the life of the put
option,  the Portfolio  will lose its entire  investment  in the put option.  In
order for the purchase of a put option to be profitable, the market price of the
underlying  security or currency  must decline  sufficiently  below the exercise
price to cover the premium and transaction costs,  unless the put option is sold
in a closing sale transaction.

          Dealer Options.  Exchange-traded  options  generally have a continuous
liquid market while dealer options have none.  Consequently,  the Portfolio will
generally be able to realize the value of a dealer option it has purchased  only
by  exercising it or reselling it to the dealer who issued it.  Similarly,  when
the Portfolio writes a dealer option, it generally will be able to close out the
option  prior  to its  expiration  only  by  entering  into a  closing  purchase
transaction with the dealer to which the Portfolio  originally wrote the option.
While the Portfolio will seek to enter into dealer options only with dealers who
will agree to and which are  expected  to be capable of  entering  into  closing
transactions  with the  Portfolio,  there can be no assurance that the Portfolio
will be able to liquidate a dealer option at a favorable price at any time prior
to expiration.  Until the Portfolio,  as a covered dealer call option writer, is
able to effect a closing purchase transaction,  it will not be able to liquidate
securities  (or other  assets)  used as cover  until the  option  expires  or is
exercised.  In the event of insolvency of the contra party, the Portfolio may be
unable to  liquidate a dealer  option.  With  respect to options  written by the
Portfolio,  the  inability  to enter  into a closing  transaction  may result in
material losses to the Portfolio. For example, since the Portfolio must maintain
a secured position with respect to any call option on a security it writes,  the
Portfolio may not sell the assets which it has segregated to secure the position
while it is  obligated  under  the  option.  This  requirement  may  impair  the
Portfolio's ability to sell portfolio  securities at a time when such sale might
be advantageous.

          The Staff of the SEC has  taken the  position  that  purchased  dealer
options and the assets used to secure the written  dealer  options are  illiquid
securities.  The  Portfolio  may treat the cover used for written OTC options as
liquid if the dealer agrees that the Portfolio may  repurchase the OTC option it
has written for a maximum price to be calculated by a predetermined  formula. In
such cases,  the OTC option would be considered  illiquid only to the extent the
maximum  repurchase  price under the formula  exceeds the intrinsic value of the
option.  To this extent,  the Portfolio  will treat dealer options as subject to
the Portfolio's  limitation on unmarketable  securities.  If the SEC changes its
position on the  liquidity  of dealer  options,  the  Portfolio  will change its
treatment of such instruments accordingly.

         Certain Risk Factors in Writing Call Options and in Purchasing Call and
Put Options:  During the option period, a Portfolio,  as writer of a call option
has, in return for the premium received on the option,  given up the opportunity
for capital appreciation above the exercise price should the market price of the
underlying security increase, but has retained the risk of loss should the price
of the underlying security decline. The writer has no control over the time when
it may be required to fulfill its obligation as a writer of the option. The risk
of purchasing a call or put option is that the Portfolio may lose the premium it
paid plus  transaction  costs. If the Portfolio does not exercise the option and
is unable to close out the position  prior to expiration of the option,  it will
lose its entire investment.

         An option position may be closed out only on an exchange which provides
a secondary  market.  There can be no assurance that a liquid  secondary  market
will exist for a particular  option at a particular  time and that the Portfolio
can close out its position by effecting a closing transaction.  If the Portfolio
is  unable  to  effect  a  closing  purchase  transaction,  it  cannot  sell the
underlying  security  until the  option  expires  or the  option  is  exercised.
Accordingly,  the Portfolio may not be able to sell the underlying security at a
time when it might otherwise be advantageous to do so. Possible  reasons for the
absence of a liquid  secondary  market include the following:  (i)  insufficient
trading interest in certain options;  (ii) restrictions on transactions  imposed
by an exchange;  (iii) trading halts,  suspensions or other restrictions imposed
with  respect  to  particular   classes  or  series  of  options  or  underlying
securities;  (iv)  inadequacy  of the  facilities of an exchange or the clearing
corporation  to  handle  trading  volume;  and  (v) a  decision  by one or  more
exchanges  to  discontinue  the  trading of options  or impose  restrictions  on
orders.  In  addition,  the hours of trading  for options may not conform to the
hours during which the underlying  securities are traded. To the extent that the
options  markets  close  before  the  markets  for  the  underlying  securities,
significant  price and rate movements can take place in the  underlying  markets
that cannot be  reflected in the options  markets.  The purchase of options is a
highly  specialized  activity  which  involves  investment  techniques and risks
different from those associated with ordinary portfolio securities transactions.

         Each exchange has established  limitations governing the maximum number
of call  options,  whether  or not  covered,  which may be  written  by a single
investor  acting  alone or in concert  with others  (regardless  of whether such
options are written on the same or different exchanges or are held or written on
one or more accounts or through one or more brokers).  An exchange may order the
liquidation  of  positions  found to be in  violation of these limits and it may
impose other sanctions or restrictions.

Options on Stock Indices:

         Options on stock indices are similar to options on specific  securities
except  that,  rather than the right to take or make  delivery  of the  specific
security  at a specific  price,  an option on a stock index gives the holder the
right to receive,  upon exercise of the option, an amount of cash if the closing
level of that stock index is greater  than, in the case of a call, or less than,
in the case of a put, the exercise  price of the option.  This amount of cash is
equal to such difference between the closing price of the index and the exercise
price of the option expressed in dollars multiplied by a specified multiple. The
writer of the option is obligated,  in return for the premium received,  to make
delivery of this amount. Unlike options on specific securities,  all settlements
of  options  on stock  indices  are in cash and gain or loss  depends on general
movements  in the stocks  included in the index  rather than price  movements in
particular  stocks.  A stock index futures contract is an agreement in which one
party  agrees to  deliver  to the other an  amount of cash  equal to a  specific
amount multiplied by the difference  between the value of a specific stock index
at the close of the last  trading day of the contract and the price at which the
agreement is made. No physical delivery of securities is made.

         Risk  Factors  in  Options on  Indices.  Because  the value of an index
option  depends  upon the  movements  in the level of the index rather than upon
movements  in the price of a particular  security,  whether the  Portfolio  will
realize  a gain or a loss on the  purchase  or sale  of an  option  on an  index
depends upon the movements in the level of prices in the market  generally or in
an industry or market  segment  rather than upon  movements  in the price of the
individual security. Accordingly, successful use of positions will depend upon a
Sub-advisor's  ability to predict  correctly  movements in the  direction of the
market  generally or in the  direction of a particular  industry.  This requires
different  skills  and  techniques  than  predicting  changes  in the  prices of
individual securities.

         Index prices may be distorted if trading of securities  included in the
index is  interrupted.  Trading  in index  options  also may be  interrupted  in
certain circumstances, such as if trading were halted in a substantial number of
securities  in the index.  If this  occurred,  a Portfolio  would not be able to
close out options  which it had written or  purchased  and, if  restrictions  on
exercise were imposed, might be unable to exercise an option it purchased, which
would result in substantial losses.

         Price movements in Portfolio  securities  will not correlate  perfectly
with  movements in the level of the index and therefore,  a Portfolio  bears the
risk that the price of the  securities  may not increase as much as the level of
the index.  In this  event,  the  Portfolio  would bear a loss on the call which
would not be completely offset by movements in the prices of the securities.  It
is also  possible  that the index  may rise  when the  value of the  Portfolio's
securities does not. If this occurred,  a Portfolio  would  experience a loss on
the call which would not be offset by an increase in the value of its securities
and might also experience a loss in the market value of its securities.

         Unless a Portfolio  has other  liquid  assets which are  sufficient  to
satisfy the exercise of a call on the index,  the Portfolio  will be required to
liquidate securities in order to satisfy the exercise.

         When a Portfolio has written a call on an index, there is also the risk
that  the  market  may  decline  between  the time  the  Portfolio  has the call
exercised  against it, at a price which is fixed as of the closing  level of the
index  on the date of  exercise,  and the  time  the  Portfolio  is able to sell
securities. As with options on securities, the Sub-advisor will not learn that a
call has been exercised until the day following the exercise date, but, unlike a
call on securities  where the Portfolio  would be able to deliver the underlying
security in settlement, the Portfolio may have to sell part of its securities in
order to make settlement in cash, and the price of such securities might decline
before they could be sold.

         If a  Portfolio  exercises  a put  option  on an  index  which  it  has
purchased before final  determination of the closing index value for the day, it
runs the risk that the level of the underlying  index may change before closing.
If this  change  causes  the  exercised  option to fall  "out-of-the-money"  the
Portfolio will be required to pay the difference between the closing index value
and the exercise price of the option  (multiplied by the applicable  multiplier)
to the assigned writer. Although the Portfolio may be able to minimize this risk
by withholding exercise  instructions until just before the daily cutoff time or
by selling rather than exercising an option when the index level is close to the
exercise price,  it may not be possible to eliminate this risk entirely  because
the cutoff  time for index  options  may be earlier  than those  fixed for other
types of  options  and may occur  before  definitive  closing  index  values are
announced.

Trading in Futures:

          A  futures  contract  provides  for the  future  sale by one party and
purchase  by  another  party  of a  specified  amount  of a  specific  financial
instrument (e.g.,  units of a stock index) for a specified price, date, time and
place  designated at the time the contract is made.  Brokerage fees are incurred
when a  futures  contract  is  bought  or  sold  and  margin  deposits  must  be
maintained. Entering into a contract to buy is commonly referred to as buying or
purchasing a contract or holding a long  position.  Entering  into a contract to
sell is commonly referred to as selling a contract or holding a short position.

          Unlike when the  Portfolio  purchases  or sells a  security,  no price
would  be paid or  received  by the  Portfolio  upon the  purchase  or sale of a
futures  contract.  Upon entering into a futures  contract,  and to maintain the
Portfolio's open positions in futures contracts, the Portfolio would be required
to deposit with its custodian in a segregated account in the name of the futures
broker an amount of cash,  U.S.  government  securities,  suitable  money market
instruments,  or other liquid securities,  known as "initial margin." The margin
required for a particular  futures  contract is set by the exchange on which the
contract is traded,  and may be significantly  modified from time to time by the
exchange  during the term of the contract.  Futures  contracts  are  customarily
purchased  and sold on margins  that may range  upward  from less than 5% of the
value of the contract being traded.

          If the price of an open futures  contract  changes (by increase in the
case of a sale or by decrease in the case of a purchase) so that the loss on the
futures contract reaches a point at which the margin on deposit does not satisfy
margin requirements, the broker will require an increase in the margin. However,
if the value of a position  increases  because of favorable price changes in the
futures  contract so that the margin deposit  exceeds the required  margin,  the
broker will pay the excess to the Portfolio.

          These subsequent payments,  called "variation margin," to and from the
futures broker,  are made on a daily basis as the price of the underlying assets
fluctuate  making the long and short  positions in the futures  contract more or
less  valuable,  a process  known as "marking to the market." A Portfolio may or
may not earn interest income on its margin  deposits.  Although  certain futures
contracts, by their terms, require actual future delivery of and payment for the
underlying  instruments,  in practice most futures  contracts are usually closed
out before the delivery date.  Closing out an open futures contract  purchase or
sale is effected by entering into an  offsetting  futures  contract  purchase or
sale,  respectively,  for the same aggregate amount of the identical  securities
and the same delivery  date. If the  offsetting  purchase price is less than the
original sale price, the Portfolio realizes a gain; if it is more, the Portfolio
realizes  a loss.  Conversely,  if the  offsetting  sale  price is more than the
original  purchase  price,  the Portfolio  realizes a gain;  if it is less,  the
Portfolio  realizes a loss. The transaction costs must also be included in these
calculations.  There can be no assurance, however, that a Portfolio will be able
to enter into an  offsetting  transaction  with respect to a particular  futures
contract at a  particular  time.  If the  Portfolio is not able to enter into an
offsetting  transaction,  the Portfolio will continue to be required to maintain
the margin deposits on the futures contract.

          For example,  one contract in the Financial  Times Stock  Exchange 100
Index future is a contract to buy 25 pounds sterling  multiplied by the level of
the UK Financial  Times 100 Share Index on a given future date.  Settlement of a
stock index futures  contract may or may not be in the underlying  security.  If
not in the underlying security, then settlement will be made in cash, equivalent
over time to the  difference  between the contract price and the actual price of
the underlying asset at the time the stock index futures contract expires.

         Options on futures  are  similar to options on  underlying  instruments
except that options on futures give the purchaser  the right,  in return for the
premium paid, to assume a position in a futures contract (a long position if the
option is a call and a short  position  if the option is a put),  rather than to
purchase or sell the futures contract, at a specified exercise price at any time
during the period of the option.  Upon  exercise of the option,  the delivery of
the  futures  position  by the  writer of the option to the holder of the option
will be accompanied by the delivery of the  accumulated  balance in the writer's
futures margin account which  represents the amount by which the market price of
the futures  contract,  at exercise,  exceeds (in the case of a call) or is less
than (in the case of a put) the  exercise  price of the  option  on the  futures
contract.  Alternatively,  settlement may be made totally in cash. Purchasers of
options who fail to exercise  their  options prior to the exercise date suffer a
loss of the premium paid.

         The writer of an option on a futures  contract  is  required to deposit
margin  pursuant  to  requirements   similar  to  those  applicable  to  futures
contracts. Upon exercise of an option on a futures contract, the delivery of the
futures position by the writer of the option to the holder of the option will be
accompanied  by  delivery  of the  accumulated  balance in the  writer's  margin
account.  This amount  will be equal to the amount by which the market  price of
the futures contract at the time of exercise exceeds,  in the case of a call, or
is less  than,  in the case of a put,  the  exercise  price of the option on the
futures contract.

         Although  financial  futures  contracts  by their terms call for actual
delivery or acceptance of securities, in most cases the contracts are closed out
before the settlement date without the making or taking of delivery. Closing out
is accomplished by effecting an offsetting transaction.  A futures contract sale
is closed out by effecting a futures  contract  purchase for the same  aggregate
amount of securities  and the same delivery  date. If the sale price exceeds the
offsetting  purchase price, the seller  immediately would be paid the difference
and would  realize a gain.  If the  offsetting  purchase  price exceeds the sale
price, the seller would immediately pay the difference and would realize a loss.
Similarly,  a futures  contract  purchase  is closed out by  effecting a futures
contract  sale  for the  same  securities  and the same  delivery  date.  If the
offsetting sale price exceeds the purchase price,  the purchaser would realize a
gain,  whereas if the purchase  price  exceeds the  offsetting  sale price,  the
purchaser would realize a loss.

         Commissions  on  financial   futures   contracts  and  related  options
transactions  may be higher than those which would apply to purchases  and sales
of securities directly.

         A public  market  exists in interest  rate futures  contracts  covering
primarily  the  following  financial  instruments:  U.S.  Treasury  bonds;  U.S.
Treasury notes;  Government  National  Mortgage  Association  ("GNMA")  modified
pass-through mortgage-backed securities; three-month U.S. Treasury bills; 90-day
commercial paper; bank certificates of deposit;  and Eurodollar  certificates of
deposit.  It is expected that Futures contracts trading in additional  financial
instruments will be authorized. The standard contract size is generally $100,000
for Futures  contracts in U.S.  Treasury bonds,  U.S.  Treasury notes,  and GNMA
pass-through   securities  and  $1,000,000  for  the  other  designated  Futures
contracts.  A public  market  exists in Futures  contracts  covering a number of
indexes,  including,  but not limited to, the  Standard & Poor's 500 Index,  the
Standard  & Poor's 100 Index,  the  NASDAQ 100 Index,  the Value Line  Composite
Index and the New York Stock Exchange Composite Index.

         Regulatory  Matters.  The Staff of SEC has taken the position  that the
purchase and sale of futures  contracts  and the writing of related  options may
give rise to "senior securities" for the purposes of the restrictions  contained
in  Section  18  of  the  1940  Act  on  investment  companies'  issuing  senior
securities.  However,  the Staff has taken the position that no senior  security
will be created if a Portfolio  maintains in a  segregated  account an amount of
cash or other  liquid  assets at least  equal to the  amount of the  Portfolio's
obligation under the futures contract or option.  Similarly,  no senior security
will be created if a Portfolio  "covers"  its futures and options  positions  by
owning  corresponding  positions or securities  underlying  the  positions  that
enable the  Portfolio  to close out its futures and  options  positions  without
paying additional cash consideration.  Each Portfolio will conduct its purchases
and sales of any futures  contracts and writing of related options  transactions
in accordance with these requirements.

     Certain Risks Relating to Futures Contracts and Related Options.  There are
special risks involved in futures transactions.

                   Volatility and Leverage.  The prices of futures contracts are
volatile  and are  influenced,  among other  things,  by actual and  anticipated
changes in the market and interest  rates,  which in turn are affected by fiscal
and  monetary  policies and  national  and  international  policies and economic
events.

          Most United States futures  exchanges  limit the amount of fluctuation
permitted  in futures  contract  prices  during a single  trading day. The daily
limit  establishes  the maximum amount that the price of a futures  contract may
vary either up or down from the previous day's  settlement price at the end of a
trading  session.  Once the daily limit has been reached in a particular type of
futures  contract,  no  trades  may be made on that day at a price  beyond  that
limit.  The daily limit governs only price movement during a particular  trading
day and therefore does not limit potential losses, because the limit may prevent
the  liquidation  of  unfavorable   positions.   Futures  contract  prices  have
occasionally moved to the daily limit for several  consecutive trading days with
little or no trading, thereby preventing prompt liquidation of futures positions
and subjecting some futures traders to substantial losses.

          Because of the low margin deposits required,  futures trading involves
an extremely  high degree of  leverage.  As a result,  a relatively  small price
movement in a futures contract may result in immediate and substantial  loss, as
well as gain, to the investor.  For example, if at the time of purchase,  10% of
the value of the futures  contract is  deposited  as margin,  a  subsequent  10%
decrease in the value of the futures  contract  would  result in a total loss of
the margin  deposit,  before any deduction  for the  transaction  costs,  if the
account  were then closed out. A 15%  decrease  would  result in a loss equal to
150% of the original  margin  deposit,  if the contract were closed out. Thus, a
purchase  or sale of a futures  contract  may  result in losses in excess of the
amount invested in the futures contract. However, the Portfolio would presumably
have sustained  comparable  losses if, instead of the futures  contract,  it had
invested  in  the   underlying   instrument  and  sold  it  after  the  decline.
Furthermore,  in the case of a futures contract purchase, in order to be certain
that the  Portfolio has  sufficient  assets to satisfy its  obligations  under a
futures  contract,  the Portfolio  earmarks to the futures contract money market
instruments  equal in value to the current  value of the  underlying  instrument
less the margin deposit.

                   Liquidity.  The  Portfolio  may elect to close some or all of
its futures positions at any time prior to their expiration. The Portfolio would
do so to reduce  exposure  represented  by long  futures  positions  or increase
exposure  represented  by short futures  positions.  The Portfolio may close its
positions by taking  opposite  positions  which would  operate to terminate  the
Portfolio's position in the futures contracts. Final determinations of variation
margin  would then be made,  additional  cash would be required to be paid by or
released to the Portfolio, and the Portfolio would realize a loss or a gain.

          Futures  contracts  may be closed out only on the exchange or board of
trade where the contracts were initially traded.  Although the Portfolio intends
to purchase or sell futures contracts only on exchanges or boards of trade where
there appears to be an active market, there is no assurance that a liquid market
on an exchange or board of trade will exist for any  particular  contract at any
particular  time.  In such  event,  it might not be  possible to close a futures
contract,  and in the event of adverse  price  movements,  the  Portfolio  would
continue  to be  required  to make  daily cash  payments  of  variation  margin.
However,  in the event futures  contracts have been used to hedge the underlying
instruments,  the Portfolio  would continue to hold the  underlying  instruments
subject to the hedge until the futures  contracts  could be terminated.  In such
circumstances,  an increase in the price of the underlying instruments,  if any,
might partially or completely offset losses on the futures contract. However, as
described  below,  there  is no  guarantee  that  the  price  of the  underlying
instruments  will, in fact,  correlate  with the price  movements in the futures
contract and thus provide an offset to losses on a futures contract.

                   Hedging Risk. A decision of whether,  when,  and how to hedge
involves skill and judgment, and even a well-conceived hedge may be unsuccessful
to some degree because of unexpected  market  behavior,  market or interest rate
trends.  There are several risks in connection  with the use by the Portfolio of
futures contracts as a hedging device.  One risk arises because of the imperfect
correlation  between  movements  in the  prices  of the  futures  contracts  and
movements in the prices of the underlying  instruments  which are the subject of
the hedge.  Sub-advisor will,  however,  attempt to reduce this risk by entering
into futures contracts whose movements, in its judgment, will have a significant
correlation  with  movements  in  the  prices  of  the  Portfolio's   underlying
instruments sought to be hedged.

          Successful  use of futures  contracts  by the  Portfolio  for  hedging
purposes  is also  subject  to a  Sub-advisor's  ability  to  correctly  predict
movements  in the  direction  of the  market.  It is  possible  that,  when  the
Portfolio  has sold  futures  to hedge its  portfolio  against a decline  in the
market, the index,  indices, or underlying  instruments on which the futures are
written might advance and the value of the  underlying  instruments  held in the
Portfolio's  portfolio might decline. If this were to occur, the Portfolio would
lose money on the  futures and also would  experience  a decline in value in its
underlying  instruments.  However,  while this might occur to a certain  degree,
Sub-advisor  may believe that over time the value of the  Portfolio's  portfolio
will tend to move in the same direction as the market indices which are intended
to correlate to the price movements of the underlying  instruments  sought to be
hedged.  It is also  possible  that if the  Portfolio  were to hedge against the
possibility  of a decline  in the market  (adversely  affecting  the  underlying
instruments held in its portfolio) and prices instead  increased,  the Portfolio
would lose part or all of the  benefit of  increased  value of those  underlying
instruments that it has hedged,  because it would have offsetting  losses in its
futures  positions.  In  addition,  in such  situations,  if the  Portfolio  had
insufficient  cash, it might have to sell  underlying  instruments to meet daily
variation margin  requirements.  Such sales of underlying  instruments might be,
but would not  necessarily  be, at increased  prices  (which  would  reflect the
rising market).  The Portfolio  might have to sell  underlying  instruments at a
time when it would be disadvantageous to do so.

          In  addition  to the  possibility  that  there  might be an  imperfect
correlation,  or no correlation at all,  between price  movements in the futures
contracts and the portion of the portfolio being hedged,  the price movements of
futures  contracts  might not correlate  perfectly  with price  movements in the
underlying   instruments  due  to  certain  market   distortions.   First,   all
participants in the futures market are subject to margin deposit and maintenance
requirements.  Rather  than  meeting  additional  margin  deposit  requirements,
investors might close futures contracts through  offsetting  transactions  which
could distort the normal  relationship  between the underlying  instruments  and
futures markets.  Second, the margin requirements in the futures market are less
onerous than margin requirements in the securities markets,  and as a result the
futures market might attract more  speculators  than the securities  markets do.
Increased  participation  by  speculators in the futures market might also cause
temporary price  distortions.  Due to the possibility of price distortion in the
futures  market and also  because of the  imperfect  correlation  between  price
movements in the underlying  instruments  and movements in the prices of futures
contracts, even a correct forecast of general market trends by Sub-advisor might
not result in a successful hedging transaction over a very short time period.

         Certain Risks of Options on Futures  Contracts.  The Portfolio may seek
to close out an option  position  by  writing  or  buying an  offsetting  option
covering the same index, underlying instruments, or contract and having the same
exercise  price and  expiration  date.  The ability to  establish  and close out
positions  on such  options  will be  subject  to the  maintenance  of a  liquid
secondary  market.  Reasons for the absence of a liquid  secondary  market on an
exchange include the following:  (i) there may be insufficient  trading interest
in certain options;  (ii)  restrictions may be imposed by an exchange on opening
transactions or closing  transactions or both; (iii) trading halts,  suspensions
or other  restrictions  may be imposed  with  respect to  particular  classes or
series of  options,  or  underlying  instruments;  (iv)  unusual  or  unforeseen
circumstances may interrupt normal operations on an exchange; (v) the facilities
of an  exchange  or a clearing  corporation  may not at all times be adequate to
handle current trading volume; or (vi) one or more exchanges could, for economic
or other reasons,  decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options),  in which event
the  secondary  market on that  exchange  (or in the class or series of options)
would cease to exist, although outstanding options on the exchange that had been
issued by a clearing  corporation  as a result of trades on that exchange  would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated  trading activity or other unforeseen  events might
not,  at  times,  render  certain  of the  facilities  of  any  of the  clearing
corporations inadequate, and thereby result in the institution by an exchange of
special  procedures  which may interfere with the timely execution of customers'
orders.

Foreign Futures and Options:

         Participation  in foreign  futures  and  foreign  options  transactions
involves  the  execution  and clearing of trades on or subject to the rules of a
foreign  board of  trade.  Neither  the  National  Futures  Association  nor any
domestic exchange regulates activities of any foreign boards of trade, including
the execution, delivery and clearing of transactions, or has the power to compel
enforcement of the rules of a foreign board of trade or any  applicable  foreign
law. This is true even if the exchange is formally  linked to a domestic  market
so that a position  taken on the market may be liquidated  by a  transaction  on
another market.  Moreover,  such laws or regulations  will vary depending on the
foreign  country in which the  foreign  futures or foreign  options  transaction
occurs.  For these  reasons,  customers  who trade  foreign  futures  or foreign
options  contracts  may  not be  afforded  certain  of the  protective  measures
provided by the Commodity  Exchange Act, the CFTC's regulations and the rules of
the National Futures Association and any domestic exchange,  including the right
to use reparations proceedings before the Commission and arbitration proceedings
provided by the National Futures  Association or any domestic futures  exchange.
In  particular,  funds  received from  customers for foreign  futures or foreign
options  transactions may not be provided the same protections as funds received
in respect of transactions on United States futures exchanges.  In addition, the
price of any foreign futures or foreign  options  contract and,  therefore,  the
potential profit and loss thereon may be affected by any variance in the foreign
exchange  rate  between  the  time  your  order  is  placed  and the  time it is
liquidated, offset or exercised.

          Forward  Foreign  Currency  Exchange  Contracts.   A  forward  foreign
currency exchange contract involves an obligation to purchase or sell a specific
currency at a future  date,  which may be any fixed number of days from the date
of the contract  agreed upon by the  parties,  at a price set at the time of the
contract.  These  contracts  are  principally  traded  in the  interbank  market
conducted  directly between currency traders (usually large,  commercial  banks)
and their customers.  A forward contract  generally has no deposit  requirement,
and no commissions are charged at any stage for trades.

          Depending  on the  applicable  investment  policies  and  restrictions
applicable to a Portfolio,  a Portfolio may generally enter into forward foreign
currency  exchange  contracts under two  circumstances.  First, when a Portfolio
enters into a contract for the purchase or sale of a security  denominated  in a
foreign  currency,  it may  desire  to "lock  in" the U.S.  dollar  price of the
security.  By entering into a forward  contract for the purchase or sale,  for a
fixed  amount of  dollars,  of the amount of foreign  currency  involved  in the
underlying  security  transactions,  the Portfolio may be able to protect itself
against a possible loss  resulting  from an adverse  change in the  relationship
between  the U.S.  dollar and the  subject  foreign  currency  during the period
between the date the security is purchased or sold and the date on which payment
is made or received.

          Second, when a Sub-advisor  believes that the currency of a particular
foreign  country  may suffer or enjoy a  substantial  movement  against  another
currency,  including the U.S.  dollar,  it may enter into a forward  contract to
sell or buy the amount of the former foreign  currency,  approximating the value
of  some  or all of the  Portfolio's  securities  denominated  in  such  foreign
currency. Alternatively,  where appropriate, the Portfolio may hedge all or part
of its foreign currency  exposure through the use of a basket of currencies or a
proxy currency where such  currencies or currency act as an effective  proxy for
other  currencies.  In such a case,  the  Portfolio  may  enter  into a  forward
contract  where the amount of the foreign  currency to be sold exceeds the value
of the securities  denominated in such currency.  The use of this basket hedging
technique  may be more  efficient  and  economical  than  entering into separate
forward contracts for each currency held in the Portfolio.  The precise matching
of the forward  contract  amounts and the value of the securities  involved will
not generally be possible  since the future value of such  securities in foreign
currencies  will change as a  consequence  of market  movements  in the value of
those  securities  between the date the forward contract is entered into and the
date it matures.  The  projection  of  short-term  currency  market  movement is
extremely  difficult,  and the  successful  execution  of a  short-term  hedging
strategy is highly uncertain.

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

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

         Foreign Currency Contracts. A currency futures contract sale creates an
obligation by a Portfolio,  as seller,  to deliver the amount of currency called
for in the contract at a specified  future time for a special  price. A currency
futures contract purchase creates an obligation by a Portfolio, as purchaser, to
take delivery of an amount of currency at a specified future time at a specified
price.  Unlike forward foreign  currency  exchange  contracts,  currency futures
contracts  and options on currency  futures  contracts  are  standardized  as to
amount and  delivery  period  and are traded on boards of trade and  commodities
exchanges.  Although  the terms of currency  futures  contracts  specify  actual
delivery or receipt,  in most  instances the contracts are closed out before the
settlement  date  without  the  making or taking of  delivery  of the  currency.
Closing out of a currency  futures  contract  is  effected  by entering  into an
offsetting  purchase or sale  transaction.  Unlike a currency futures  contract,
which  requires the parties to buy and sell currency on a set date, an option on
a currency futures contract  entitles its holder to decide on or before a future
date whether to enter into such a contract.  If the holder  decides not to enter
into the  contract,  the  premium  paid for the  option is fixed at the point of
sale.

Interest Rate Swaps and Interest Rate Caps and Floors:

         Interest rate swaps involve the exchange by the Portfolio  with another
party of their  respective  commitments  to pay or receive  interest,  e.g.,  an
exchange  of  floating  rate  payments  for fixed rate  payments.  The  exchange
commitments can involve payments to be made in the same currency or in different
currencies.  The purchase of an interest rate cap entitles the purchaser, to the
extent that a specified index exceeds a predetermined  interest rate, to receive
payments of interest on a contractually  based  principal  amount from the party
selling the interest rate cap. The purchase of an interest  rate floor  entitles
the purchaser,  to the extent that a specified index falls below a predetermined
interest  rate,  to  receive  payments  of  interest  on a  contractually  based
principal amount from the party selling the interest rate floor.

Hybrid Instruments:

         Hybrid instruments combine the elements of futures contracts or options
with those of debt,  preferred equity or a depository  instrument.  The risks of
investing  in  hybrid  instruments  reflect  a  combination  of the  risks  from
investing in securities,  futures and currencies,  including volatility and lack
of  liquidity.  Reference  is made to the  discussion  of  futures  and  forward
contracts in this Statement for a discussion of these risks. Further, the prices
of the hybrid  instrument and the related  commodity or currency may not move in
the same direction or at the same time. Hybrid  instruments may bear interest or
pay preferred  dividends at below market (or even relatively  nominal) rates. In
addition,  because the purchase and sale of hybrid  instruments could take place
in an over-the-counter  market or in a private transaction between the Portfolio
and the  seller of the hybrid  instrument,  the  creditworthiness  of the contra
party to the  transaction  would be a risk factor which the Portfolio would have
to consider.  Hybrid  instruments  also may not be subject to  regulation of the
CFTC,  which  generally  regulates  the  trading  of  commodity  futures by U.S.
persons,  the SEC,  which  regulates  the offer and sale of securities by and to
U.S. persons, or any other governmental regulatory authority.

Zero-Coupon Securities:

         Zero-coupon  securities  pay no cash income and are sold at substantial
discounts  from their value at  maturity.  When held to  maturity,  their entire
income,  which  consists of  accretion of  discount,  comes from the  difference
between the issue price and their value at maturity.  Zero-coupon securities are
subject to greater market value  fluctuations  from changing interest rates than
debt obligations of comparable  maturities  which make current  distributions of
interest (cash).  Zero-coupon securities which are convertible into common stock
offer the  opportunity  for capital  appreciation as increases (or decreases) in
market  value of such  securities  closely  follows the  movements in the market
value  of  the  underlying  common  stock.  Zero-coupon  convertible  securities
generally are expected to be less volatile than the underlying common stocks, as
they usually are issued with  maturities of 15 years or less and are issued with
options and/or redemption  features  exercisable by the holder of the obligation
entitling  the  holder to  redeem  the  obligation  and  receive a defined  cash
payment.

         Zero-coupon  securities  include securities issued directly by the U.S.
Treasury,  and U.S. Treasury bonds or notes and their unmatured interest coupons
and  receipts  for  their  underlying  principal  ("coupons")  which  have  been
separated by their holder,  typically a custodian  bank or investment  brokerage
firm. A holder will separate the interest coupons from the underlying  principal
(the "corpus") of the U.S. Treasury  security.  A number of securities firms and
banks have  stripped the  interest  coupons and receipts and then resold them in
custodial receipt programs with a number of different names, including "Treasury
Income  Growth  Receipts"  (TIGRSTM)  and  Certificate  of Accrual on Treasuries
(CATSTM).  The underlying U.S.  Treasury bonds and notes  themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e.,  unregistered  securities  which are owned  ostensibly  by the  bearer or
holder  thereof),  in trust on  behalf of the  owners  thereof.  Counsel  to the
underwriters  of these  certificates or other evidences of ownership of the U.S.
Treasury  securities have stated that, for federal tax and securities  purposes,
in their opinion  purchasers of such certificates,  such as the Portfolio,  most
likely will be deemed the beneficial  holder of the underlying  U.S.  Government
securities.

         The U.S. Treasury has facilitated transfers of ownership of zero-coupon
securities by accounting  separately for the beneficial  ownership of particular
interest coupon and corpus payments on Treasury  securities  through the Federal
Reserve  book-entry  record  keeping  system.  The  Federal  Reserve  program as
established by the Treasury Department is known as "STRIPS" or "Separate Trading
of Registered  Interest and Principal of Securities."  Under the STRIPS program,
the  Portfolio  will be able to have its  beneficial  ownership  of  zero-coupon
securities recorded directly in the book-entry  record-keeping system in lieu of
having to hold  certificates  or other  evidences of ownership of the underlying
U.S. Treasury securities.

         When U.S.  Treasury  obligations  have been stripped of their unmatured
interest  coupons  by the  holder,  the  principal  or  corpus is sold at a deep
discount  because the buyer  receives  only the right to receive a future  fixed
payment on the  security  and does not receive  any rights to periodic  interest
(cash) payments. Once stripped or separated,  the corpus and coupons may be sold
separately.  Typically,  the coupons are sold  separately  or grouped with other
coupons with like  maturity  dates and sold bundled in such form.  Purchasers of
stripped  obligations   acquire,  in  effect,   discount  obligations  that  are
economically  identical to the  zero-coupon  securities  that the Treasury sells
itself.

When-Issued Securities:

         The price of  when-issued  securities,  which may be expressed in yield
terms, is fixed at the time the commitment to purchase is made, but delivery and
payment for the when-issued securities take place at a later date. Normally, the
settlement date occurs within 90 days of the purchase. During the period between
purchase and settlement,  no payment is made by a Portfolio to the issuer and no
interest accrues to the Portfolio. Forward commitments involve a risk of loss if
the value of the security to be purchased declines prior to the settlement date,
which risk is in addition to the risk of decline in value of a Portfolio's other
assets.  While when-issued  securities may be sold prior to the settlement date,
the  Portfolios  generally  will  purchase such  securities  with the purpose of
actually acquiring them unless a sale appears desirable for investment reasons.

Mortgage-Backed Securities:

         When  a  Portfolio  owns  a  mortgage-backed  security,  principal  and
interest  payments  made on the  mortgages in an  underlying  mortgage  pool are
passed through to the Portfolio.  Unscheduled  prepayments of principal  shorten
the securities'  weighted average life and may lower their total return. (When a
mortgage in the underlying  mortgage pool is prepaid,  an unscheduled  principal
prepayment is passed through to the Portfolio. This principal is returned to the
Portfolio at par. As a result, if a mortgage security were trading at a premium,
its total return would be lowered by prepayments,  and if a mortgage  securities
were trading at a discount, its total return would be increased by prepayments.)
The value of these securities also may change because of changes in the market's
perception of the  creditworthiness  of the federal  agency that issued them. In
addition, the mortgage securities market in general may be adversely affected by
changes in governmental regulation or tax policies.

Asset-Backed Securities:

         Asset-backed    securities   directly   or   indirectly   represent   a
participation  interest  in, or are  secured by and  payable  from,  a stream of
payments  generated by  particular  assets such as motor  vehicle or credit card
receivables.  Payments of principal and interest may be guaranteed up to certain
amounts  and for a  certain  time  period  by a letter  of  credit  issued  by a
financial  institution  unaffiliated  with the entities  issuing the securities.
Asset-backed  securities  may be  classified  as  pass-through  certificates  or
collateralized obligations.

         Pass-through  certificates are asset-backed  securities which represent
an undivided  fractional  ownership  interest in an  underlying  pool of assets.
Pass-through certificates usually provide for payments of principal and interest
received to be passed  through to their  holders,  usually  after  deduction for
certain  costs  and  expenses  incurred  in  administering  the  pool.   Because
pass-through  certificates  represent  an ownership  interest in the  underlying
assets,  the  holders  thereof  bear  directly  the risk of any  defaults by the
obligors on the underlying assets not covered by any credit support.  See "Types
of Credit Support."

         Asset-backed  securities issued in the form of debt  instruments,  also
known as  collateralized  obligations,  are  generally  issued  as the debt of a
special  purpose entity  organized  solely for the purpose of owning such assets
and  issuing  such  debt.  Such  assets  are most often  trade,  credit  card or
automobile receivables.  The assets collateralizing such asset-backed securities
are pledged to a trustee or  custodian  for the benefit of the holders  thereof.
Such  issuers   generally  hold  no  assets  other  than  those  underlying  the
asset-backed  securities and any credit support provided. As a result,  although
payments on such asset-backed  securities are obligations of the issuers, in the
event of defaults  on the  underlying  assets not covered by any credit  support
(see "Types of Credit  Support"),  the  issuing  entities  are  unlikely to have
sufficient  assets to satisfy  their  obligations  on the  related  asset-backed
securities.

         Methods of Allocating Cash Flows.  While many  asset-backed  securities
are issued with only one class of security,  many  asset-backed  securities  are
issued in more than one class, each with different payment terms. Multiple class
asset-backed securities are issued for two main reasons. First, multiple classes
may be used as a  method  of  providing  credit  support.  This is  accomplished
typically through creation of one or more classes whose right to payments on the
asset-backed  security is made  subordinate to the right to such payments of the
remaining  class or classes.  See "Types of Credit  Support."  Second,  multiple
classes may permit the issuance of securities with payment terms, interest rates
or other characteristics  differing both from those of each other and from those
of the underlying  assets.  Examples include  so-called  "strips"  (asset-backed
securities  entitling the holder to  disproportionate  interests with respect to
the  allocation of interest and principal of the assets  backing the  security),
and securities  with a class or classes having  characteristics  which mimic the
characteristics of non-asset-backed  securities, such as floating interest rates
(i.e.,  interest  rates  which  adjust  as a  specified  benchmark  changes)  or
scheduled amortization of principal.

         Asset-backed  securities in which the payment streams on the underlying
assets are allocated in a manner  different  than those  described  above may be
issued in the future.  The Portfolio may invest in such asset-backed  securities
if such investment is otherwise  consistent  with its investment  objectives and
policies and with the investment restrictions of the Portfolio.

         Types of Credit Support.  Asset-backed securities are often backed by a
pool of assets representing the obligations of a number of different parties. To
lessen the effect of failures by obligors on underlying assets to make payments,
such  securities  may contain  elements of credit  support.  Such credit support
falls into two classes:  liquidity  protection and protection  against  ultimate
default by an obligor on the underlying assets.  Liquidity  protection refers to
the  provision of advances,  generally by the entity  administering  the pool of
assets,  to ensure that scheduled  payments on the underlying pool are made in a
timely fashion.  Protection against ultimate default ensures ultimate payment of
the obligations on at least a portion of the assets in the pool. Such protection
may be  provided  through  guarantees,  insurance  policies or letters of credit
obtained  from  third  parties,   through   various  means  of  structuring  the
transaction   or  through  a  combination  of  such   approaches.   Examples  of
asset-backed  securities with credit support arising out of the structure of the
transaction   include    "senior-subordinated    securities"   (multiple   class
asset-backed  securities with certain classes subordinate to other classes as to
the  payment  of  principal  thereon,  with  the  result  that  defaults  on the
underlying assets are borne first by the holders of the subordinated  class) and
asset-backed   securities  that  have  "reserve   portfolios"   (where  cash  or
investments,  sometimes  funded  from a portion of the  initial  payments on the
underlying  assets, are held in reserve against future losses) or that have been
"over collateralized"  (where the scheduled payments on, or the principal amount
of, the underlying assets substantially exceeds that required to make payment of
the asset-backed  securities and pay any servicing or other fees). The degree of
credit  support  provided  on  each  issue  is  based  generally  on  historical
information  respecting the level of credit risk  associated with such payments.
Delinquency or loss in excess of that  anticipated  could  adversely  affect the
return on an investment in an asset-backed security. Additionally, if the letter
of credit is exhausted,  holders of asset-backed  securities may also experience
delays in  payments  or  losses  if the full  amounts  due on  underlying  sales
contracts are not realized.

         Automobile Receivable Securities. Asset-backed securities may be backed
by receivables  from motor vehicle  installment  sales  contracts or installment
loans secured by motor  vehicles  ("Automobile  Receivable  Securities").  Since
installment  sales  contracts for motor  vehicles or  installment  loans related
thereto  ("Automobile  Contracts")  typically  have shorter  durations and lower
incidences  of  prepayment,  Automobile  Receivable  Securities  generally  will
exhibit a shorter average life and are less susceptible to prepayment risk.

         Most entities that issue  Automobile  Receivable  Securities  create an
enforceable  interest in their respective  Automobile Contracts only by filing a
financing  statement  and by having the  servicer of the  Automobile  Contracts,
which is usually  the  originator  of the  Automobile  Contracts,  take  custody
thereof. In such circumstances, if the servicer of the Automobile Contracts were
to sell the same  Automobile  Contracts  to another  party,  in violation of its
obligation  not to do so,  there is a risk  that such  party  could  acquire  an
interest  in the  Automobile  Contracts  superior  to  that  of the  holders  of
Automobile Receivable Securities.  Also although most Automobile Contracts grant
a security  interest in the motor  vehicle  being  financed,  in most states the
security  interest in a motor vehicle must be noted on the  certificate of title
to create an enforceable  security  interest  against  competing claims of other
parties. Due to the large number of vehicles involved,  however, the certificate
of  title  to  each  vehicle  financed,  pursuant  to the  Automobile  Contracts
underlying the Automobile Receivable Security, usually is not amended to reflect
the assignment of the seller's  security interest for the benefit of the holders
of the Automobile  Receivable  Securities.  Therefore,  there is the possibility
that  recoveries on repossessed  collateral may not, in some cases, be available
to support  payments on the securities.  In addition,  various state and federal
securities  laws give the motor  vehicle  owner the right to assert  against the
holder of the owner's Automobile Contract certain defenses such owner would have
against the seller of the motor  vehicle.  The assertion of such defenses  could
reduce payments on the Automobile Receivable Securities.

         Credit  Card  Receivable  Securities.  Asset-backed  securities  may be
backed by  receivables  from  revolving  credit card  agreements  ("Credit  Card
Receivable  Securities").  Credit  balances on revolving  credit card agreements
("Accounts") are generally paid down more rapidly than are Automobile Contracts.
Most of the Credit Card Receivable  Securities issued publicly to date have been
Pass-Through  Certificates.  In order to  lengthen  the  maturity of Credit Card
Receivable  Securities,  most such securities  provide for a fixed period during
which only interest  payments on the  underlying  Accounts are passed through to
the security holder and principal payments received on such Accounts are used to
fund the  transfer  to the pool of assets  supporting  the  related  Credit Card
Receivable  Securities of additional credit card charges made on an Account. The
initial fixed period  usually may be shortened  upon the occurrence of specified
events  which  signal a  potential  deterioration  in the  quality of the assets
backing the security,  such as the  imposition of a cap on interest  rates.  The
ability of the issuer to extend the life of an issue of Credit  Card  Receivable
Securities  thus depends upon the continued  generation of additional  principal
amounts  in  the  underlying   accounts   during  the  initial  period  and  the
non-occurrence  of specified  events.  An acceleration  in cardholders'  payment
rates or any other event  which  shortens  the period  during  which  additional
credit  card  charges on an  Account  may be  transferred  to the pool of assets
supporting  the  related  Credit  Card  Receivable  Security  could  shorten the
weighted average life and yield of the Credit Card Receivable Security.

         Credit card holders are entitled to the protection of a number of state
and federal  consumer  credit laws,  many of which give such holder the right to
set off  certain  amounts  against  balances  owed on the credit  card,  thereby
reducing amounts paid on Accounts.  In addition,  unlike most other asset-backed
securities, Accounts are unsecured obligations of the cardholder.

Warrants:

         Investments  in warrants is speculative in that warrants have no voting
rights,  pay no dividends,  and have no rights with respect to the assets of the
corporation  issuing them.  Warrants  basically  are options to purchase  equity
securities at a specific price valid for a specific  period of time. They do not
represent  ownership of the securities but only the right to buy them.  Warrants
differ  from call  options  in that  warrants  are  issued by the  issuer of the
security which may be purchased on their  exercise,  whereas call options may be
written or issued by anyone.  The prices of  warrants  do not  necessarily  move
parallel to the prices of the underlying securities.

Certain Risks of Foreign Investing:

          Currency Fluctuations. Investment in securities denominated in foreign
currencies  involves  certain  risks. A change in the value of any such currency
against the U.S. dollar will result in a corresponding change in the U.S. dollar
value of a Portfolio's  assets  denominated in that currency.  Such changes will
also affect a Portfolio's income.  Generally,  when a given currency appreciates
against the dollar (the dollar  weakens) the value of a  Portfolio's  securities
denominated  in that  currency  will  rise.  When a given  currency  depreciates
against  the  dollar  (the  dollar  strengthens),  the  value  of a  Portfolio's
securities denominated in that currency would be expected to decline.

          Investment and Repatriation  Restrictions.  Foreign  investment in the
securities  markets of certain foreign  countries is restricted or controlled in
varying degrees. These restrictions may at times limit or preclude investment in
certain of such countries and may increase the cost and expenses of a Portfolio.
Investments  by foreign  investors are subject to a variety of  restrictions  in
many  developing  countries.  These  restrictions  may  take  the  form of prior
governmental  approval,  limits  on the  amount  or type of  securities  held by
foreigners, and limits on the types of companies in which foreigners may invest.
Additional  or  different  restrictions  may be  imposed at any time by these or
other countries in which a Portfolio invests.  In addition,  the repatriation of
both investment  income and capital from several foreign countries is restricted
and controlled under certain  regulations,  including in some cases the need for
certain government consents.

          Market  Characteristics.   Foreign  securities  may  be  purchased  in
over-the-counter markets or on stock exchanges located in the countries in which
the respective  principal  offices of the issuers of the various  securities are
located,  if that is the  best  available  market.  Foreign  stock  markets  are
generally not as developed or efficient as, and may be more volatile than, those
in the United States.  While growing in volume,  they usually have substantially
less volume than U.S.  markets and a Portfolio's  securities  may be less liquid
and  more  volatile  than  securities  of  comparable  U.S.  companies.   Equity
securities may trade at  price/earnings  multiples  higher than  comparable U.S.
securities and such levels may not be sustainable.  Fixed commissions on foreign
stock  exchanges  are  generally  higher  than  negotiated  commissions  on U.S.
exchanges,  although a Portfolio will endeavor to achieve the most favorable net
results  on its  portfolio  transactions.  There is  generally  less  government
supervision  and  regulation  of foreign  stock  exchanges,  brokers  and listed
companies  than  in  the  United  States.  Moreover,  settlement  practices  for
transactions in foreign markets may differ from those in U.S.  markets,  and may
include delays beyond periods customary in the United States.

          Political  and  Economic  Factors.  Individual  foreign  economies  of
certain  countries may differ  favorably or unfavorably  from the United States'
economy in such respects as growth of gross national product, rate of inflation,
capital  reinvestment,   resource   self-sufficiency  and  balance  of  payments
position.  The internal  politics of certain foreign countries are not as stable
as in the United States.

          Governments in certain foreign countries  continue to participate to a
significant  degree,   through  ownership  interest  or  regulation,   in  their
respective  economies.  Action by these  governments  could  have a  significant
effect on market prices of securities and payment of dividends. The economies of
many foreign  countries are heavily dependent upon  international  trade and are
accordingly  affected by protective  trade  barriers and economic  conditions of
their trading partners. The enactment by these trading partners of protectionist
trade  legislation  could have a significant  adverse effect upon the securities
markets of such countries.

          Information  and   Supervision.   There  is  generally  less  publicly
available  information about foreign companies comparable to reports and ratings
that are published about companies in the United States.  Foreign  companies are
also  generally  not  subject  to uniform  accounting,  auditing  and  financial
reporting standards,  practices and requirements  comparable to those applicable
to U.S. companies.

          Taxes.  The dividends and interest payable on certain of a Portfolio's
foreign  securities may be subject to foreign  withholding  taxes, thus reducing
the  net  amount  of  income  available  for  distribution  to  the  Portfolio's
shareholders.  A shareholder otherwise subject to U.S. federal income taxes may,
subject to certain  limitations,  be entitled to claim a credit or deduction for
U.S.  federal  income tax  purposes for his or her  proportionate  share of such
foreign taxes paid by the Portfolio.

          Costs.  Investors  should  understand  that the  expense  ratio of the
Portfolio can be expected to be higher than  investment  companies  investing in
domestic  securities  since  the cost of  maintaining  the  custody  of  foreign
securities and the rate of advisory fees paid by the Portfolio are higher.

          Other.   With  respect  to  certain  foreign   countries,   especially
developing and emerging  ones,  there is the  possibility of adverse  changes in
investment  or  exchange  control  regulations,  expropriation  or  confiscatory
taxation,  limitations on the removal of funds or other assets of the Portfolio,
political or social instability,  or diplomatic  developments which could affect
investments by U.S. persons in those countries.

          Eastern Europe.  Changes  occurring in Eastern Europe and Russia today
could have long-term  potential  consequences.  As restrictions fall, this could
result in  rising  standards  of  living,  lower  manufacturing  costs,  growing
consumer spending, and substantial economic growth.  However,  investment in the
countries  of  Eastern  Europe and  Russia is highly  speculative  at this time.
Political and economic reforms are too recent to establish a definite trend away
from  centrally-planned  economies  and state owned  industries.  In many of the
countries  of Eastern  Europe and Russia,  there is no stock  exchange or formal
market  for  securities.  Such  countries  may  also  have  government  exchange
controls,   currencies  with  no  recognizable  market  value  relative  to  the
established  currencies of western market economies,  little or no experience in
trading in securities, no financial reporting standards, a lack of a banking and
securities  infrastructure  to handle such trading,  and a legal tradition which
does not recognize rights in private property. In addition,  these countries may
have national policies which restrict  investments in companies deemed sensitive
to the country's national interest.  Further,  the governments in such countries
may require governmental or  quasi-governmental  authorities to act as custodian
of the Portfolio's  assets invested in such countries and these  authorities may
not qualify as a foreign  custodian under the 1940 Act and exemptive relief from
such Act may be  required.  All of these  considerations  are among the  factors
which could cause  significant  risks and uncertainties to investment in Eastern
Europe and Russia.

          Latin  America.  The  political  history  of  certain  Latin  American
countries has been characterized by political  uncertainty,  intervention by the
military in civilian  and  economic  spheres,  and  political  corruption.  Such
developments,  if they were to reoccur,  could reverse  favorable  trends toward
market and  economic  reform,  privatization  and removal of trade  barriers and
result in significant  disruption in securities  markets.  Persistent  levels of
inflation or in some cases,  hyperinflation,  have led to high  interest  rates,
extreme  measures  by  governments  to keep  inflation  in check and a generally
debilitating effect on economic growth. Although inflation in many countries has
lessened,  there is no guarantee it will remain at lower levels. In addition,  a
number of Latin  American  countries  are also  among  the  largest  debtors  of
developing  countries.  There  have been  moratoria  on, and  reschedulings  of,
repayment with respect to these debts.  Such events can restrict the flexibility
of  these  debtor  nations  in  the  international  markets  and  result  in the
imposition of onerous conditions on their economics.

          Certain Latin American countries may have managed currencies which are
maintained  at  artificial  levels  to the U.S.  dollar  rather  than at  levels
determined  by the  market.  This  type of system  can lead to sudden  and large
adjustments in the currency  which,  in turn, can have a disruptive and negative
effect on foreign investors.  Certain Latin American countries also may restrict
the free  conversion of their  currency into foreign  currencies,  including the
U.S.  dollar.  There is no  significant  foreign  exchange  market  for  certain
currencies and it would,  as a result,  be difficult for the Portfolio to engage
in  foreign  currency   transactions  designed  to  protect  the  value  of  the
Portfolio's interests in securities denominated in such currencies.

Illiquid and Restricted Securities:

         Subject  to  limitations  discussed  in the  Trust's  Prospectus  under
"Certain  Risk Factors and  Investment  Methods," the  Portfolios  generally may
invest in illiquid securities. Illiquid securities include securities subject to
contractual or legal  restrictions  on resale (e.g.,  because they have not been
registered under the Securities Act of 1933, as amended (the "Securities  Act"))
and securities that are otherwise not readily marketable (e.g.,  because trading
in the security is suspended or because  market  makers do not exist or will not
entertain bids or offers).  Securities that have not been  registered  under the
Securities  Act are referred to as private  placements or restricted  securities
and are purchased  directly from the issuer or in the secondary market.  Foreign
securities  that  are  freely  tradable  in  their  principal  markets  are  not
considered to be illiquid.

         Restricted  and  other  illiquid  securities  may  be  subject  to  the
potential for delays on resale and  uncertainty in valuation.  A Portfolio might
be unable to dispose of illiquid securities promptly or at reasonable prices and
might  thereby  experience  difficulty in  satisfying  redemption  requests from
shareholders.  A Portfolio might have to register restricted securities in order
to dispose of them,  resulting in additional  expense and delay.  Adverse market
conditions could impede such a public offering of securities.

         A large institutional market exists for certain securities that are not
registered under the Securities Act, including foreign securities. The fact that
there are  contractual or legal  restrictions on resale to the general public or
to  certain  institutions  may  not be  indicative  of  the  liquidity  of  such
investments.

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

         Under  guidelines   adopted  by  the  Trust's  Board  of  Trustees,   a
Portfolio's Sub-Advisor may determine that particular Rule 144A securities,  and
commercial  paper  issued in reliance on the private  placement  exemption  from
registration  afforded by Section  4(2) of the  Securities  Act, are liquid even
though they are not registered.  A  determination  of whether such a security is
liquid  or  not is a  question  of  fact.  In  making  this  determination,  the
Sub-Advisor will consider,  as it deems  appropriate under the circumstances and
among other  factors:  (1) the  frequency of trades and quotes for the security;
(2) the number of dealers  willing to  purchase  or sell the  security;  (3) the
number of other potential purchasers of the security; (4) dealer undertakings to
make a market in the  security;  (5) the nature of the security  (e.g.,  debt or
equity,  date of  maturity,  terms of dividend or interest  payments,  and other
material terms) and the nature of the marketplace  trades (e.g., the time needed
to dispose of the security,  the method of soliciting  offers, and the mechanics
of transfer); and (6) the rating of the security and the financial condition and
prospects of the issuer.  In the case of commercial  paper, the Sub-advisor will
also  determine  that the  paper  (1) is not  traded  flat or in  default  as to
principal  and  interest,  and (2) is  rated  in one of the two  highest  rating
categories   by  at  least  two   Nationally   Recognized   Statistical   Rating
Organizations  ("NRSROs")  or, if only one NRSRO  rates  the  security,  by that
NRSRO, or, if the security is unrated, the Sub-advisor  determines that it is of
equivalent quality.

         Rule 144A securities and Section 4(2)  commercial  paper that have been
deemed  liquid  as  described  above  will  continue  to  be  monitored  by  the
Sub-advisor  to determine  if the security is no longer  liquid as the result of
changed conditions. Investing in Rule 144A securities or Section 4(2) commercial
paper could have the effect of  increasing  the amount of a  Portfolio's  assets
invested  in  illiquid  securities  if  institutional  buyers are  unwilling  to
purchase such securities.

Repurchase Agreements:

         As stated in the Prospectus  under "Certain Risk Factors and Investment
Methods," certain of the Portfolios may enter into repurchase  agreements.  In a
repurchase  agreement,  an investor (such as the Portfolio) purchases a security
(known as the "underlying  security") from a securities dealer or bank. Any such
dealer or bank must be deemed creditworthy by the Sub-advisor. At that time, the
bank or  securities  dealer agrees to repurchase  the  underlying  security at a
mutually agreed upon price on a designated future date. The repurchase price may
be higher than the purchase price, the difference being income to the Portfolio,
or the  purchase  and  repurchase  prices may be the same,  with  interest at an
agreed upon rate due to the Portfolio on repurchase.  In either case, the income
to the  Portfolio  generally  will  be  unrelated  to the  interest  rate on the
underlying securities.  Repurchase agreements must be "fully collateralized," in
that the market value of the underlying  securities (including accrued interest)
must at all times be equal to or greater than the repurchase price. Therefore, a
repurchase  agreement can be considered a loan  collateralized by the underlying
securities.

         Repurchase  agreements are generally for a short period of time,  often
less than a week,  and will  generally be used by a Portfolio  to invest  excess
cash or as part of a temporary defensive strategy. Repurchase agreements that do
not  provide  for  payment  within  seven  days  will  be  treated  as  illiquid
securities.  In the event of a  bankruptcy  or other  default by the seller of a
repurchase agreement,  the Portfolio could experience both delays in liquidating
the underlying security and losses. These losses could result from: (a) possible
decline in the value of the  underlying  security while the Portfolio is seeking
to enforce its rights  under the  repurchase  agreement;  (b)  possible  reduced
levels  of  income or lack of access  to  income  during  this  period;  and (c)
expenses of enforcing its rights.

Securities Lending:

         The  Trust  has  made  arrangements  for  certain  Portfolios  to  lend
securities.   While  a  Portfolio  may  earn  additional   income  from  lending
securities,  such  activity is  incidental  to the  investment  objective of the
Portfolio. In addition to the compensation payable by borrowers under securities
loans, a Portfolio would also earn income from the investment of cash collateral
for such loans.  Any cash collateral  received by a Portfolio in connection with
such loans normally will be invested in  high-quality  money market  securities.
However,  any losses  resulting from the investment of cash collateral  would be
borne by the lending Portfolio. There is no assurance that collateral for loaned
securities will be sufficient to provide for recovery of interest, dividends, or
other  distributions  paid in respect of loaned securities and not received by a
Portfolio or to pay all expenses  incurred by a Portfolio in arranging the loans
or in exercising  rights in the  collateral in the event that loaned  securities
are not returned.

PORTFOLIO  TURNOVER:  High turnover involves  correspondingly  greater brokerage
commissions and other transaction costs.  Portfolio turnover  information can be
found in the Trust's  Prospectus  under  "Financial  Highlights"  and "Portfolio
Turnover."

         Over the past two fiscal  years the  following  Portfolios  experienced
significant  variation in their portfolio turnover rates. The turnover rates for
the AST Founders  Passport  Portfolio for the years ended  December 31, 1998 and
1999 were 46% and 309% respectively.  The Portfolio's turnover rate increased in
1999 as the  result  of a change in its  portfolio  manager.  The new  portfolio
manager is expected to engage in more frequent  trading for the  Portfolio  than
the prior portfolio manager.

         The  policy of the AST Money  Market  Portfolio  of  investing  only in
securities  maturing 397 days or less from the date of  acquisition or purchased
pursuant to  repurchase  agreements  that provide for  repurchase  by the seller
within 397 days from the date of  acquisition  will  result in a high  portfolio
turnover rate.

ORGANIZATION  AND  MANAGEMENT  OF THE TRUST:  The Trust is a  managed,  open-end
investment  company organized as a Massachusetts  business trust, whose separate
Portfolios are diversified,  unless otherwise indicated.  As of the date of this
Prospectus,  thirty-one Portfolios are available. The Trust may offer additional
Portfolios with a range of investment  objectives that  Participating  Insurance
Companies  may  consider  suitable  for variable  annuities  and  variable  life
insurance  policies or that may be considered  suitable for Qualified Plans. The
Trust's  current  approach to  achieving  this goal is to seek to have  multiple
organizations  unaffiliated  with each other be  responsible  for conducting the
investment  programs  for  the  Portfolios.  Each  such  organization  would  be
responsible  for the  Portfolio  or  Portfolios  to  which  such  organization's
expertise is best suited.

         Formerly,  the Trust was known as the  Henderson  International  Growth
Fund,  which  consisted  of only  one  Portfolio.  The  Investment  Manager  was
Henderson  International,  Inc.  Shareholders  of what  was,  at the  time,  the
Henderson  International Growth Fund, approved certain changes in a meeting held
April 17, 1992. These changes included  engagement of a new Investment  Manager,
engagement  of a Sub-advisor  and election of new  Trustees.  Subsequent to that
meeting,  the new Trustees adopted a number of resolutions,  including,  but not
limited to,  resolutions  renaming the Trust.  Since that time the Trustees have
adopted a number of  resolutions,  including,  but not  limited  to,  making new
Portfolios available and adopting forms of Investment  Management Agreements and
Sub-advisory  Agreements  between the  Investment  Manager and the Trust and the
Investment Manager and each Sub-advisor, respectively.

         American Skandia Life Assurance Corporation,  a Participating Insurance
Company,  is also a wholly-owned  subsidiary of American Skandia,  Incorporated.
Certain  officers of the Trust are officers  and/or  directors of one or more of
the following  companies:  ASISI,  American Skandia Life Assurance  Corporation,
American Skandia Marketing,  Incorporated (the principal underwriter for various
annuities   deemed  to  be  securities  for  American   Skandia  Life  Assurance
Corporation) and American Skandia, Incorporated.

         ASISI, a Connecticut corporation organized in 1991, is registered as an
investment  adviser  with the SEC.  Prior to April 7,  1995,  ASISI was known as
American Skandia Life Investment Management, Inc.

         The  overall  management  of the  business  and affairs of the Trust is
vested  with  the  Board  of  Trustees.  The  Board  of  Trustees  approves  all
significant  agreements  between the Trust and persons or  companies  furnishing
services to the Trust,  including  the Trust's  agreements  with the  Investment
Manager,  Administrator,  Custodian and Transfer and Shareholder Servicing Agent
and the agreements  between the  Investment  Manager and each  Sub-advisor.  The
day-to-day operations of the Trust are delegated to the Trust's officers subject
always to the investment objectives and policies of the Trust and to the general
supervision of the Board of Trustees.

         The Trustees and officers of the Trust and their principal  occupations
are listed below.  Unless otherwise  indicated,  the address of each Trustee and
executive officer is One Corporate Drive, Shelton, Connecticut 06484:

<TABLE>
<CAPTION>
Name, Office and Age(1)                                                  Principal Occupation(2)
--------------------                                                     --------------------

<S>  <C>                                                                 <C>
John Birch                                                               Chief Operating Officer:
     Vice President (50)                                                 American Skandia Investment Services, Incorporated
                                                                         December 1997 to present

                                                                         Executive Vice President and
                                                                         Chief Operating Officer
                                                                         International Fund Administration
                                                                         Bermuda
                                                                         August 1996 to October 1997

                                                                         Senior Vice President and
                                                                         Chief Administrative Officer
                                                                         Gabelli Funds, Inc.
                                                                         Rye, New York
                                                                         March 1995 to August 1996

Gordon C. Boronow                                                        President and Chief Operating Officer:
    Vice President (47)                                                  American Skandia Life Assurance Corporation
                                                                         June 1989 to present

Jan R. Carendi*                                                          Deputy Chief Executive Officer:
    President, Principal Executive Officer                               Skandia Insurance Company Ltd.
    and Trustee (55)                                                     September 1986 to present


David E. A. Carson                                                       Director
    Trustee (66)                                                         People's Bank
                                                                         850 Main Street
                                                                         Bridgeport, Connecticut 06604
                                                                         January 2000 to present

                                                                         Chairman
                                                                         People's Bank
                                                                         January 1999 to December 1999

                                                                         Chairman and Chief Executive Officer:
                                                                         People's Bank
                                                                         January 1998 to December 1998

                                                                         President, Chairman and Chief Executive Officer:
                                                                         People's Bank
                                                                         1983 to December 1997

Richard G. Davy, Jr.                                                     Vice President
    Treasurer (52)                                                       (June 1997 to present)
                                                                         Controller (September 1994 to June 1997)
                                                                         American Skandia Investment
                                                                         Services, Incorporated

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

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

Julian A. Lerner                                                         Semi-retired since 1995; Senior Vice President
    Trustee (75)                                                         and Portfolio Manager of AIM Charter Fund
                                                                         and AIM Summit Fund from 1986 to 1995:
                                                                         12850 Spurling Road -- Suite 208
                                                                         Dallas, Texas 75230

Thomas M. Mazzaferro                                                     Executive Vice President and
    Trustee (47)*                                                        Chief Financial Officer
                                                                         American Skandia Life Assurance Corporation
                                                                         April 1988 to present


Thomas M. O'Brien                                                        President and Chief Executive Officer
    Trustee (49)                                                         Atlantic Bank of New York
                                                                         Two World Trade Center
                                                                         New York, NY 10048
                                                                         May 2000 to present

                                                                         Vice Chairman
                                                                         North Fork Bank
                                                                         275 Broad Hollow Road
                                                                         Melville, NY 11747;
                                                                         January 1997 to April 2000


                                                                         President and Chief Executive Officer:
                                                                         North Side Savings Bank
                                                                         170 Tulip Avenue
                                                                         Floral Park, New York  11001
                                                                         December 1984 to December 1996

F. Don Schwartz                                                          Management Consultant:
    Trustee (65)                                                         6 Sugan Close Drive
                                                                         New Hope, PA 18938
                                                                         April 1985 to present
</TABLE>

*  Indicates  a Trustee of the Trust who is an  "interested  person"  within the
meaning set forth in the 1940 Act.

(1) All of the  officers and Trustees of the Trust listed above serve in similar
capacities for American  Skandia Advisor Funds,  Inc.,  and/or American  Skandia
Master Trust,  which are also  investment  companies  managed by the  Investment
Manager.


(2) Unless otherwise  indicated,  each officer and Trustee listed above has held
his/her  principal  occupation for at least the last five years.  In addition to
the principal  occupations  noted above, the following  officers and Trustees of
the Trust hold various  positions  with American  Skandia  Investment  Services,
Incorporated  ("ASISI"),  the Trust's  Investment  Manager,  and its affiliates,
including  American  Skandia  Life  Assurance  Corporation  ("ASLAC"),  American
Skandia Fund Services,  Inc. ("ASFS") American Skandia  Marketing,  Incorporated
("ASM"),  American  Skandia  Information  Services  and  Technology  Corporation
("ASIST") or American Skandia,  Incorporated ("ASI"): Mr. Boronow also serves as
Deputy Chief  Executive  Officer and a Director of ASI,  ASLAC,  ASISI,  ASM and
ASIST;  Mr. Birch also serves as Senior Vice  President of ASI and ASFS and as a
Director of ASISI and ASFS.  Mr.  Davy also  serves as a Director of ASISI.  Mr.
Mazzaferro  also serves as Executive  Vice  President  and as a Director of ASI,
ASLAC, ASM, ASIST and ASFS, and as President and a Director of ASISI.


         The  Trustees  and  officers  of the  Trust who are  affiliates  of the
Investment  Manager  do not  receive  compensation  directly  from the Trust for
serving in such  capacities.  However,  those officers and Trustees of the Trust
who  are  affiliated  with  the  Investment  Manager  may  receive  remuneration
indirectly,  as the Investment  Manager will receive fees from the Trust for the
services it provides. Each of the other Trustees receives annual and per meeting
fees  paid by the  Trust  plus  expenses  for each  meeting  of the Board and of
shareholders  which he  attends.  Compensation  received  during  the year ended
December  31, 1999 by the  Trustees  who are not  affiliates  of the  Investment
Manager was as follows:

<TABLE>
<CAPTION>
                                                  Aggregate Compensation from          Total Compensation from Registrant and
Name of Trustee                             ----------------------------------------      Fund Complex Paid to Trustee(1)
                                                           Registrant

-------------------------------------------                                           -----------------------------------------
<S>                                                         <C>                                       <C>
David E. A. Carson                                           $49,000                                   $84,600
Julian A. Lerner                                              49,000                                    87,900
Thomas M. O'Brien                                             49,000(2)                                 87,900(2)
F. Don Schwartz                                               49,000                                    87,900
</TABLE>

(1)  As of the date of this  Statement,  the  "Fund  Complex"  consisted  of the
     Trust, American Skandia Advisor Funds, Inc. ("ASAF"),  and American Skandia
     Master Trust ("ASMT").

(2)  Mr. O'Brien deferred a portion of this  compensation  from the Trust valued
     as of December 31, 1999 at $15,188 and from the Fund  Complex  valued as of
     December 31, 1999 at $27,867.

         The  Trust  does  not  offer  pension  or  retirement  benefits  to its
Trustees.

         Under the terms of the Massachusetts General Corporation Law, the Trust
may  indemnify  any person who was or is a Trustee,  officer or  employee of the
Trust to the maximum extent permitted by the Massachusetts  General  Corporation
Law;  provided,  however,  that any such  indemnification  (unless  ordered by a
court) shall be made by the Trust only as authorized in the specific case upon a
determination   that   indemnification   of  such   persons  is  proper  in  the
circumstances. Such determination shall be made (i) by the Board of Trustees, by
a  majority  vote of a  quorum  which  consists  of  Trustees  who  are  neither
"interested persons" of the Trust as defined in Section 2(a)(19) of the 1940 Act
(the "1940 Act"), nor parties to the proceeding,  or (ii) if the required quorum
is not  obtainable  or if a quorum of such  Trustees  so directs by  independent
legal counsel in a written opinion.  No indemnification  will be provided by the
Trust to any Trustee or officer of the Trust for any  liability  to the Trust or
its  shareholders  to which he or she would  otherwise  be  subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of duty.

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

INVESTMENT ADVISORY AND OTHER SERVICES:

         Investment  Advisory  Services:  The Trust has entered into  investment
management agreements with the Investment Manager (the "Management Agreements").
The Investment  Manager  furnishes each  Portfolio  with  investment  advice and
certain  administrative  services  with  respect to the  applicable  Portfolio's
assets  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 the  Sub-advisors  noted on the cover of this  Statement  to conduct the
various investment programs of each Portfolio pursuant to separate  sub-advisory
agreements with the Investment Manager.

         Under the terms of the Management  Agreements,  the Investment  Manager
furnishes,  at its expense,  such personnel as is required by each Portfolio for
the proper  conduct of its affairs and engages the  Sub-advisors  to conduct the
investment programs pursuant to the Investment  Manager's  obligations under the
Management Agreements. The Investment Manager, not the Trust, is responsible for
the  expenses  of  conducting  the  investment  programs.   The  Sub-advisor  is
responsible  for the expenses of conducting the investment  programs in relation
to the  applicable  Portfolio  pursuant to  agreements  between  the  Investment
Manager and each  Sub-advisor.  Each Portfolio  pays all of its other  expenses,
including but not limited to, brokerage commissions,  legal, auditing,  taxes or
governmental  fees,  the  cost  of  preparing  share  certificates,   custodian,
depository,  transfer and shareholder  servicing agent costs, expenses of issue,
sale,  redemption  and  repurchase  of  shares,   expenses  of  registering  and
qualifying  shares  for  sale,  insurance  premiums  on  property  or  personnel
(including  officers and Trustees if  available) of the Trust which inure to its
benefit,  expenses  relating to Trustee and  shareholder  meetings,  the cost of
preparing and  distributing  reports and notices to  shareholders,  the fees and
other expenses incurred by the Trust in connection with membership in investment
company  organizations  and the cost of  printing  copies  of  prospectuses  and
statements of  additional  information  distributed  to  shareholders.  Expenses
incurred by the Trust not directly  attributable  to any  specific  Portfolio or
Portfolios  are  allocated  on the  basis of the net  assets  of the  respective
Portfolios.

         Under the terms of the Management Agreements, the Investment Manager is
permitted to render services to others.  The Management  Agreements provide that
neither the Investment  Manager nor its personnel  shall be liable for any error
of judgment  or mistake of law or for any act or omission in the  administration
or management of the applicable Portfolios,  except for willful misfeasance, bad
faith or gross negligence in the performance of its or their duties or by reason
of  reckless  disregard  of  its or  their  obligations  and  duties  under  the
Management Agreements.

The  Investment  Management  fees payable by each  Portfolio  to the  Investment
Manager are as follows.  Investment  Management fees are payable monthly and are
accrued  daily  for  purposes  of  determining  the  net  asset  values  of  the
Portfolios.

     AST  Founders  Passport  Portfolio:  An annual  rate of 1.0% of the average
daily net assets of the Portfolio.


     AST Scudder  Japan  Portfolio:  An annual rate of 1.0% of the average daily
net assets of the Portfolio.


     AST AIM  International  Equity  Portfolio:  An  annual  rate of 1.0% of the
average  daily net assets of the  Portfolio  not in excess of $75 million;  plus
 .85% of the Portfolio's average daily net assets over $75 million.

     AST Janus Overseas Growth Portfolio:  An annual rate of 1.0% of the average
daily net assets of the Portfolio.

     AST American Century International Growth Portfolio: An annual rate of 1.0%
of the average daily net assets of the Portfolio.

     AST American Century  International  Growth Portfolio II: An annual rate of
1.0% of the average daily net assets of the Portfolio.

     AST MFS Global  Equity  Portfolio:  An annual  rate of 1.0% of the  average
daily net assets of the Portfolio.

     AST Janus Small-Cap Growth Portfolio: An annual rate of .90% of the average
daily net assets of the Portfolio.

     AST  Kemper  Small-Cap  Growth  Portfolio:  An  annual  rate of .95% of the
portion of the  average  daily net assets of the  Portfolio  not in excess of $1
billion; plus .90% of the portion of the net assets over $1 billion.


     AST Federated  Aggressive Growth  Portfolio:  An annual rate of .95% of the
average daily net assets of the Portfolio.


     AST Lord Abbett  Small Cap Value  Portfolio:  An annual rate of .95% of the
average daily net assets of the Portfolio.

     AST  Gabelli  Small-Cap  Value  Portfolio:  An  annual  rate of .90% of the
average daily net assets of the Portfolio.


     AST Janus Mid-Cap Growth  Portfolio:  An annual rate of 1.0% of the average
daily net assets of the Portfolio.


     AST Alger Mid-Cap Growth  Portfolio:  An annual rate of .80% of the average
daily net assets of the Portfolio.

     AST Neuberger  Berman Mid-Cap Growth  Portfolio:  An annual rate of .90% of
the portion of the average daily net assets of the Portfolio not in excess of $1
billion;  plus .85% of the portion of the net assets  over $1 billion.  Prior to
May 1, 1998,  the  Investment  Manager had engaged  Berger  Associates,  Inc. as
Sub-advisor for the Portfolio  (formerly,  the Berger Capital Growth Portfolio),
for a total Investment Management fee of .75% of the average daily net assets of
the Portfolio.

     AST Neuberger Berman Mid-Cap Value Portfolio: An annual rate of .90% of the
portion of the  average  daily net assets of the  Portfolio  not in excess of $1
billion;  plus .85% of the portion of the net assets  over $1 billion.  Prior to
May 1, 1998, the Investment Manager had engaged Federated Investment  Counseling
as  Sub-advisor  for the  Portfolio  (formerly,  the  Federated  Utility  Income
Portfolio), for a total Investment Management fee equal to .75% of the first $50
million  of the  average  daily net  assets of the  Portfolio;  plus .60% of the
Portfolio's average daily net assets in excess of $50 million.

     AST Alger All-Cap Growth  Portfolio:  An annual rate of .95% of the average
daily net assets of the Portfolio.


     AST Gabelli All-Cap Value Fund: An annual rate of .95% of the average daily
net assets of the Portfolio.

     AST  Kinetics  Internet  Portfolio:  An annual  rate of 1.0% of the average
daily net assets of the Portfolio.


     AST T. Rowe Price Natural  Resources  Portfolio:  An annual rate of .90% of
the average daily net assets of the Portfolio.


     AST Alliance Growth Portfolio: An annual rate of .90% of the portion of the
average daily net assets of the Portfolio not in excess of $1 billion; plus .85%
of the portion of the net assets over $1 billion.  Prior to January 1, 1999, the
Investment  Manager  had  engaged  Robertson,   Stephens  &  Company  Investment
Management,  L.P.  as  Sub-advisor  for the  Portfolio,  for a total  Investment
Management fee of 1.0% of the average daily net assets of the Portfolio.


     AST MFS Growth  Portfolio:  An annual rate of .90% of the average daily net
assets of the Portfolio.

     AST Alger Growth Portfolio: An annual rate of .75% of the average daily net
assets of the Portfolio.

     AST Marsico Capital Growth Portfolio: An annual rate of .90% of the average
daily net assets of the Portfolio.

     AST JanCap  Growth  Portfolio:  An annual rate of .90% of the average daily
net assets of the Portfolio.




     AST Janus Strategic Value Portfolio:  An annual rate of 1.0% of the average
daily net assets of the Portfolio.


     AST Cohen & Steers Realty Portfolio:  An annual rate of 1.0% of the average
daily net assets of the Portfolio.


     AST Sanford Bernstein  Managed Index 500 Portfolio:  An annual rate of .60%
of the average daily net assets of the Portfolio.


     AST American Century Income & Growth  Portfolio:  An annual rate of .75% of
the average daily net assets of the Portfolio.

     AST  Alliance  Growth and Income  Portfolio:  An annual rate of .75% of the
average daily net assets of the Portfolio.

     AST MFS Growth with Income Portfolio: An annual rate of .90% of the average
daily net assets of the Portfolio.

     AST INVESCO Equity Income Portfolio:  An annual rate of .75% of the average
daily net assets of the Portfolio.

     AST AIM Balanced Portfolio: An annual rate of .75% of the average daily net
assets  of the  Portfolio  not in  excess  of  $300  million;  plus  .70% of the
Portfolio's average daily net assets in excess of $300 million.

     AST American Century Strategic Balanced  Portfolio:  An annual rate of .85%
of the average daily net assets of the Portfolio.

     AST T. Rowe Price Asset Allocation Portfolio: An annual rate of .85% of the
average daily net assets of the Portfolio.

     AST T. Rowe Price  Global  Bond  Portfolio:  An annual  rate of .80% of the
average daily net assets of the Portfolio.

     AST Federated High Yield  Portfolio:  An annual rate of .75% of the average
daily net assets of the Portfolio.


     AST Lord  Abbett  Bond-Debenture  Portfolio:  An annual rate of .80% of the
average daily net assets of the Portfolio.


     AST PIMCO  Total  Return  Bond  Portfolio:  An  annual  rate of .65% of the
average daily net assets of the Portfolio.

     AST PIMCO Limited  Maturity Bond  Portfolio:  An annual rate of .65% of the
average daily net assets of the Portfolio.

     AST Money Market Portfolio: An annual rate of .50% of the average daily net
assets of the Portfolio.  The Investment Manager has voluntarily agreed to waive
a  portion  of its fee  equal to .05% of the  average  daily  net  assets of the
Portfolio.  The Investment Manager may terminate this voluntary agreement at any
time after April 30, 2001.

         The Investment Manager has voluntarily agreed to waive a portion of its
fee equal to .05% of the average daily net assets in excess of $1 billion of the
following Portfolios:  AST Janus Overseas Growth Portfolio,  AST Janus Small-Cap
Growth  Portfolio,  AST Marsico  Capital  Growth  Portfolio,  AST JanCap  Growth
Portfolio,  AST Alliance Growth and Income Portfolio,  AST INVESCO Equity Income
Portfolio, and AST PIMCO Total Return Bond Portfolio. The Investment Manager may
terminate these voluntary agreements at any time after April 30, 2001.

The  investment  management  fee paid for each of the past three fiscal years by
each Portfolio that was publicly offered prior to January 2000 was as follows:

<TABLE>
<CAPTION>
                                                                                    Investment Management Fees

                                           ---------------------------- --------------------------- ---------------------------
                                                                  1997                        1998                        1999
                                           ---------------------------- --------------------------- ---------------------------
<S>                                                          <C>                         <C>                         <C>
AST Founders Passport                                        1,257,908                   1,219,424                   1,222,849
AST AIM International Equity                                 3,428,762                   4,130,785                   4,695,735
AST Janus Overseas Growth                                    1,260,797                   4,344,867                   8,284,493
AST American Century International Growth                      157,826                     563,488                     992,423
AST   American   Century    International                    4,640,262                   4,652,136                   4,492,741
Growth II

AST MFS Global Equity                                                0                           0                       1,645
AST Janus Small-Cap Growth                                   2,219,824                   2,287,914                   4,980,643
AST Kemper Small-Cap Growth                                          0                           0                   3,958,710
AST Lord Abbett Small-Cap Value                                      0                     201,415                     531,717
AST Gabelli Small-Cap Value                                    713,045                   2,424,142                   2,529,270
AST Neuberger Berman Mid-Cap Growth                          1,259,790                   1,781,639                   2,440,843
AST Neuberger Berman Mid-Cap Value                             886,649                   1,715,060                   4,969,319
AST T. Rowe Price Natural Resources                            986,496                     869,131                     847,431
AST Alliance Growth                                          1,501,894                   2,694,595                   2,537,033
AST MFS Growth                                                       0                           0                       3,675
AST Marsico Capital Growth                                       1,568                   2,445,668                   9,436,188
AST JanCap Growth                                           11,384,457                  18,383,344                  36,922,583
AST Cohen & Steers Realty                                            0                     216,821                     494,430
AST Sanford Bernstein Managed Index 500                              0                     765,065                   2,856,541
AST American Century Income & Growth                           416,420                   1,164,962                   1,854,825
AST Alliance Growth and Income                               5,424,483                   7,877,722                   9,931,237
AST MFS Growth with Income                                           0                           0                       6,155
AST INVESCO Equity Income                                    3.565.372                   5,340,931                   7,204,789
AST AIM Balanced                                             2,387,734                   2,860,309                   3,145,086
AST American Century Strategic Balanced                        115,602                     431,573                   1,399,707
AST T. Rowe Price Asset Allocation                           1,413,730                   2,280,871                   3,419,374
AST T. Rowe Price Global Bond                                  941,760                   1,125,770                   1,178,024
AST Federated High Yield                                     2,345,042                   4,021,190                   4,761,157
AST PIMCO Total Return Bond                                  2,979,876                   4,772,121                   6,473,997
AST PIMCO Limited Maturity Bond                              1,649,461                   2,060,437                   2,494,789
AST Money Market                                             2,941,160                   4,190,913                   7,174,127
</TABLE>

The sub-advisory fee paid by the Investment Manager to the Sub-advisors for each
such Portfolio for each of the past three fiscal years was as follows:

<TABLE>
<CAPTION>
                                                                                    Sub-advisory Fees

                                           ---------------------------- --------------------------- ---------------------------
                                                                  1997                        1998                        1999
                                           ---------------------------- --------------------------- ---------------------------
<S>                                                            <C>                         <C>                         <C>
AST Founders Passport                                          728,954                     709,671                     711,424
AST AIM International Equity(1)                              2,205,668                   2,557,327                   2,876,419
AST Janus Overseas Growth                                      793,793                   2,646,039                   4,692,246
AST American Century International Growth                      110,478                     394,441                     688,553
AST   American   Century    International                    2,230,131                   2,221,182                   2,133,458
Growth II(2)
AST Global Equity                                                    0                           0                         699
AST Janus Small-Cap Growth(3)                                1,469,059                   1,510,669                   2,427,349
AST Kemper Small-Cap Growth                                          0                           0                   1,842,324
AST Lord Abbett Small-Cap Value                                      0                     105,944                     279,851
AST Gabelli Small-Cap Value(4)                                 413,993                   1,366,746                   1,405,150
AST Neuberger Berman Mid-Cap Growth(5)                         734,388                     894,756                   1,134,819
AST Neuberger Berman Mid-Cap Value(6)                          425,687                     915,253                   2,754,647
AST T. Rowe Price Natural Resources                            548,053                     482,850                     470,795
AST Alliance Growth(7)                                         892,079                   1,547,298                     985,165
AST MFS Growth                                                       0                           0                       1,633
AST Marsico Capital Growth                                         784                   1,222,834                   4,718,094
AST JanCap Growth                                            6,261,619                  10,017,653                  19,832,544
AST Cohen & Steers Realty                                            0                     130,090                     296,658
AST  Sanford   Bernstein   Managed  Index                            0                     216,767                     738,621
500(8)
AST American Century Income & Growth(9)                        249,852                     693,921                   1,062,132
AST Alliance Growth and Income(10)                           3,018,989                   4,113,786                   4,991,959
AST MFS Growth with Income                                           0                           0                       3,180
AST INVESCO Equity Income                                    1,763,840                   2,592,435                   3,462,235
AST AIM Balanced(11)                                         1,343,009                   1,580,154                   1,722,543
AST American Century Strategic Balanced                         68,001                     252,933                     766,021
AST T. Rowe Price Asset Allocation                             503,303                     758,344                   1,093,198
AST T. Rowe Price Global Bond                                  470,880                     562,885                     589,012
AST Federated High Yield                                       899,181                   1,457,896                   1,704,552
AST PIMCO Total Return Bond                                  1,221,106                   1,910,431                   2,564,999
AST PIMCO Limited Maturity Bond                                709,408                     867,476                   1,034,534
AST Money Market                                               885,676                   1,113,545                   1,492,378
</TABLE>

(1) For  fiscal  years  1997 and 1998,  the  entire fee noted was paid to Putnam
Investment Management, Inc., the prior Sub-advisor for the Portfolio. For fiscal
year 1999,  $921,003 was paid to Putnam and $1,955,416 was paid to A I M Capital
Management, Inc.

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

(3) For  fiscal  years 1997 and 1998,  the  entire  fee noted  above was paid to
Founders Asset  Management  LLC, the prior  Sub-advisor  for the Portfolio.  For
fiscal year 1999, the entire fee noted was paid to Janus Capital Corporation.

(4) For fiscal years 1997, 1998 and 1999, the entire fee noted above was paid to
T. Rowe Price Associates, Inc., the prior Sub-advisor for the Portfolio.

(5) For  fiscal  year  1997,  the  entire  fee  noted  above  was paid to Berger
Associates, Inc. ("Berger"), the prior Sub-advisor for the Portfolio. For fiscal
year 1998, $313,389 was paid to Berger and $581,367 was paid to Neuberger Berman
Management Inc. ("Neuberger Berman"), the current Sub-advisor for the Portfolio.
For fiscal year 1999, the entire fee noted was paid to Neuberger Berman.

(6) For fiscal  year 1997,  the  entire  fee noted  above was paid to  Federated
Investment  Counseling  ("Federated"),  the prior Sub-advisor for the Portfolio.
For fiscal year 1998,  $186,645 was paid to  Federated  and $728,608 was paid to
Neuberger Berman Management Inc. ("Neuberger  Berman"),  the current Sub-advisor
for the  Portfolio.  For  fiscal  year  1999,  the  entire fee noted was paid to
Neuberger Berman.

(7) For fiscal  year 1997,  the  entire fee noted  above was paid to  Robertson,
Stephens & Company  Investment  Management,  L.P.  ("Robertson  Stephens").  For
fiscal year 1998,  $1,542,651 was paid to Robertson Stephens and $4,657 was paid
to OppenheimerFunds,  Inc. ("Oppenheimer)." For fiscal year 1999, the entire fee
was paid to Oppenheimer, the prior Sub-advisor for the Portfolio.

(8)  For fiscal year 1999,  the entire fee noted above was paid to Bankers Trust
     Company, the prior Sub-advisor for the Portfolio.

(9) For  fiscal  years 1997 and 1998,  the  entire  fee noted  above was paid to
Putnam,  Investment  Management,  the prior  Sub-advisor for the Portfolio.  For
fiscal year 1999,  $297,067 was paid to Putnam and $765,065 was paid to American
Century  Investment  Management,  Inc.,  the  current  the  Sub-advisor  for the
Portfolio.

(10) For the fiscal years ended 1997,  1998 and 1999, the entire fee noted above
was paid to Lord,  Abbett & Co., the prior  Sub-advisor for the Portfolio.  (11)
For fiscal  years 1997 and 1998,  the entire fee noted above was paid to Putnam,
Investment Management, Inc., the prior Sub-advisor for the Portfolio. For fiscal
year 1998,  $559,542 was paid to Putnam and $1,163,001 was paid to A I M Capital
Management, the current the Sub-advisor for the Portfolio.

The Investment Manager has agreed by the terms of the Management  Agreements for
the following  Portfolios of the Trust to reimburse the Portfolio for any fiscal
year in order to  prevent  Portfolio  expenses  (exclusive  of taxes,  interest,
brokerage commissions and extraordinary expenses, determined by the Trust or the
Investment  Manager,  but  inclusive  of the  management  fee) from  exceeding a
specified percentage of the Portfolio's average daily net assets, as follows:

         AST Founders Passport Portfolio:  1.75%

         AST AIM International Equity Portfolio:  1.75%

         AST Janus Small-Cap Growth Portfolio:  1.30%

         AST T. Rowe Price Natural Resources Portfolio:  1.35%

         AST Alliance Growth Portfolio:  1.45%

         AST JanCap Growth Portfolio:  1.35%.  Commencing September 4, 1996, the
Investment  Manager  has  voluntarily  agreed  to  reimburse  certain  operating
expenses in excess of 1.33% for the AST JanCap Growth Portfolio.  This voluntary
agreement may be terminated by the Investment Manager at any time.

         AST Alliance Growth and Income Portfolio:  1.25%

         AST INVESCO Equity Income Portfolio:  1.20%

         AST AIM Balanced Portfolio:  1.25%

         AST T. Rowe Price Asset Allocation Portfolio:  1.25%

         AST T. Rowe Price Global Bond Portfolio:  1.75%

         AST Federated High Yield Portfolio:  1.15%

         AST PIMCO Total Return Bond Portfolio:  1.05%

         AST PIMCO Limited Maturity Bond Portfolio:  1.05%

         AST  Money  Market   Portfolio:   .65%.  The  Investment   Manager  has
voluntarily agreed to reimburse certain operating expenses in excess of .60% for
the AST Money Market  Portfolio.  This voluntary  agreement may be terminated by
the Investment Manager at any time after April 30, 2001.

         The  Investment  Manager has also  voluntarily  agreed to reimburse the
other Portfolios of the Trust for any fiscal year in order to prevent  Portfolio
expenses (exclusive of taxes, interest,  brokerage commissions and extraordinary
expenses,  determined by the Trust or the Investment  Manager,  but inclusive of
the management  fee) from exceeding a specified  percentage of each  Portfolio's
average daily net assets, as follows:


         AST Scudder Japan Portfolio:  1.75%


         AST American Century International Growth Portfolio:  1.75%

         AST American Century International Growth Portfolio II:  1.75%

         AST Janus Overseas Growth Portfolio:  1.75%

         AST MFS Global Equity Portfolio:  1.75%

         AST Kemper Small-Cap Growth Portfolio:  1.35%


         AST Federated Aggressive Growth Portfolio:  1.35%


         AST Lord Abbett Small Cap Value Portfolio:  1.35%

         AST Gabelli Small-Cap Value Portfolio:  1.30%

         AST Janus Mid-Cap Growth Portfolio:  1.35%

         AST Alger Mid-Cap Growth Portfolio:  .85%

         AST Neuberger Berman Mid-Cap Value Portfolio:  1.25%

         AST Neuberger Berman Mid-Cap Growth Portfolio:  1.25%

         AST Alger All-Cap Growth Portfolio:  1.45%


         AST Gabelli All-Cap Value Portfolio:  1.45%

         AST Kinetics Internet Portfolio:  1.40%


         AST Marsico Capital Growth Portfolio:  1.35%

         AST MFS Growth Portfolio:  1.35%

         AST Alger Growth Portfolio:  .79%

         AST American Century Income & Growth Portfolio:  1.25%

         AST MFS Growth with Income Portfolio:  1.35%


         AST Janus Strategic Value Portfolio: 1.40%


         AST Sanford Bernstein Managed Index 500 Portfolio:  .80%

         AST Cohen & Steers Realty Portfolio:  1.45%

         AST American Century Strategic Balanced Portfolio:  1.25%


         AST Lord Abbett Bond-Debenture Portfolio:  1.20%


         Except with respect to the AST MFS Global Equity  Portfolio,  for which
the  Investment  Manager has  committed to keep the above  limitation  in effect
until at least April 30, 2001,  and with respect to the AST Alger Mid-Cap Growth
Portfolio and the AST Alger Growth Portfolio,  for which the Investment  Manager
has committed to keep the above limitations in effect until at least October 23,
2001, the Investment Manager may terminate the above voluntary agreements at any
time.  Voluntary  payments of Portfolio  expenses by the Investment  Manager are
subject to reimbursement by the Portfolio at the Investment Manager's discretion
within the two year  period  following  such  payment to the extent  permissible
under  applicable  law and  provided  that the  Portfolio is able to effect such
reimbursement and remain in compliance with applicable expense limitations.

         Each  Management  Agreement  will continue in effect from year to year,
provided it is approved, at least annually, in the manner stipulated in the 1940
Act. This requires that each Management Agreement and any renewal be approved by
a vote of the majority of the Trustees who are not parties thereto or interested
persons of any such party, cast in person at a meeting  specifically  called for
the  purpose  of voting  on such  approval.  Each  Management  Agreement  may be
terminated  without  penalty on sixty days' written notice by vote of a majority
of the Board of  Trustees  or by the  Investment  Manager,  or by  holders  of a
majority  of  the   applicable   Portfolio's   outstanding   shares,   and  will
automatically terminate in the event of its "assignment" as that term is defined
in the 1940 Act.

         Sub-advisory  Agreements:  The Investment Manager pays each Sub-advisor
for the  performance of sub-advisory  services out of its Investment  Management
fee and at no additional cost to any Portfolio. The fee paid to the Sub-advisors
differs from  Portfolio to Portfolio,  reflecting the  objectives,  policies and
restrictions  of each Portfolio and the nature of each  Sub-advisory  Agreement.
Each  Sub-advisor's  fee is accrued daily for purposes of determining the amount
payable to the Sub-advisor.  The fees payable to the present Sub-advisors are as
follows:

         Founders Asset Management LLC for the AST Founders Passport  Portfolio:
An annual rate of .60% of the portion of the average net assets of the Portfolio
not in excess of $100  million;  plus .50% of the  portion  of the  average  net
assets of the Portfolio in excess of $100 million.

         Scudder Kemper  Investments,  Inc. for the AST Scudder Japan Portfolio:
An annual  rate of .45% of the  portion of the  average  daily net assets not in
excess of $500  million;  plus .40% of the  portion of the net assets  over $500
million  but not in excess of $1  billion;  plus .35% of the  portion of the net
assets over $1 billion.

         A I M Capital  Management,  Inc. for the AST AIM  International  Equity
Portfolio:  An annual rate equal to the  following  percentages  of the combined
average  daily net assets of the  Portfolio  and the series of American  Skandia
Advisor  Funds,  Inc. that is managed by the  Sub-advisor  and identified by the
Sub-advisor and the Investment  Manager as being similar to the Portfolio : .55%
of the  portion of the  combined  average  daily net assets not in excess of $75
million; plus .45% of the portion in excess of $75 million.

         Janus Capital  Corporation for the AST Janus Overseas Growth Portfolio:
An annual  rate of .65% of the  portion of the  average  daily net assets of the
Portfolio  not in excess of $100  million;  plus .60% of the  portion of the net
assets  over $100  million  but not in excess of $500  million;  and .50% of the
portion of the net assets over $500 million.

         American  Century  Investment  Management,  Inc.  for the AST  American
Century   International   Growth   Portfolio   and  the  AST  American   Century
International  Growth  Portfolio II: Because of the large amount of assets being
sub-advised  for  the  Investment   Manager  by  American   Century   Investment
Management,  Inc., the  Investment  Manager was able to negotiate a reduction to
American Century's standard fee schedule. Such reduced fee schedule is an annual
rate of .45% of the combined  average daily net assets of the Portfolios and the
series  of  American  Skandia  Advisor  Funds,  Inc.  that  is  managed  by  the
Sub-advisor  and identified by the  Sub-advisor  and the  Investment  Manager as
being similar to the  Portfolios.  Prior to May 1, 2000, the Investment  Manager
had engaged Rowe  Price-Fleming  International,  Inc. as Sub-advisor for the AST
American  Century  International  Growth  Portfolio II (formerly the AST T. Rowe
Price International  Equity Portfolio),  for a total Sub-advisory fee of .75% of
the portion of the average  daily net assets of the  Portfolio  not in excess of
$20 million; plus .60% of the portion of the net assets over $20 million but not
in excess of $50  million;  plus .50% of the  portion of the net assets over $50
million.

         Massachusetts   Financial  Services  for  the  AST  MFS  Global  Equity
Portfolio: An annual rate of .425% of average daily net assets of the Portfolio.

         Janus Capital Corporation for the AST Janus Small-Cap Growth Portfolio:
An annual  rate of .50% of the  portion of the  average  daily net assets of the
Portfolio  not in excess of $100  million;  plus .45% of the  portion of the net
assets  over $100  million but not in excess of $500  million;  plus .40% of the
portion of the net assets  over $500  million  but not in excess of $1  billion;
plus .35% of the portion of the net assets over $1 billion.  Commencing  January
1, 1999, the Sub-advisor  has  voluntarily  agreed to waive a portion of its fee
equal to .05% of the portions of the  Portfolio's  average daily net assets over
$400  million but not in excess of $500 million and over $900 million but not in
excess of $1 billion.  The Sub-advisor may terminate this voluntary agreement at
any time. Prior to January 1, 1999, the Investment  Manager had engaged Founders
Asset  Management  LLC as Sub-advisor  for the Portfolio  (formerly the Founders
Capital  Appreciation  Portfolio),  for a total  Sub-advisory fee of .65% of the
portion of the average  daily net assets of the  Portfolio  not in excess of $75
million;  plus .60% of the portion of the net assets over $75 million but not in
excess of $150  million;  plus .55% of the  portion of the net assets  over $150
million.

         Scudder Kemper  Investments,  Inc. for the AST Kemper  Small-Cap Growth
Portfolio:  An  annual  rate of .50% of the  average  daily  net  assets  of the
Portfolio  not in excess of $100  million;  plus .45% of the  portion of the net
assets  over $100  million but not in excess of $400  million;  plus .40% of the
portion of the net assets over $400  million but not in excess of $900  million;
plus .35% of the portion of the net assets over $900 million.

         Federated Investment Counseling for the AST Federated Aggressive Growth
Portfolio: An annual rate of .50% of the portion of the average daily net assets
not in excess of $100  million;  plus .45% of the portion of the net assets over
$100 million but not in excess of $400 million;  plus .40% of the portion of the
net assets over $400 million but not in excess of $900 million; plus .35% of the
portion of the net assets over $900 million.

     Lord,  Abbett & Co. for the AST Lord Abbett Small Cap Value  Portfolio:  An
annual rate of .50% of the average daily net assets of the Portfolio.

         GAMCO Investors, Inc. for the AST Gabelli Small-Cap Value Portfolio: An
annual rate equal to the following percentages of the combined average daily net
assets of the Portfolio and the series of American  Skandia Advisor Funds,  Inc.
that is managed by the  Sub-advisor  and identified by the  Sub-advisor  and the
Investment Manager as being similar to the Portfolio: .40% of the portion of the
combined average daily net assets not in excess of $1 billion;  plus .30% of the
portion of the net  assets  over $1  billion.  Prior to October  13,  2000,  the
Investment Manager had engaged T. Rowe Price Associates, Inc. as Sub-advisor for
the Portfolio  (formerly  the AST T. Rowe Price Small Company Value  Portfolio),
for a total  Sub-advisory  fee of .60% of the portion of the  average  daily net
assets of the Portfolio  not in excess of $20 million;  plus .50% of the portion
of the net assets over $20 million  but not in excess of $50  million.  When the
net assets of the Portfolio exceeded $50 million,  the fee was an annual rate of
 .50% of the average daily net assets of the Portfolio.

         Janus Capital  Corporation for the AST Janus Mid-Cap Growth  Portfolio:
An annual rate equal to the following  percentages of the combined average daily
net assets of the Portfolio and the series of American  Skandia  Advisor  Funds,
Inc. that is managed by the  Sub-advisor  and identified by the  Sub-advisor and
the Investment Manager as being similar to the Portfolio: .55% of the portion of
the combined  average daily net assets not in excess of $100 million;  plus .50%
of the  portion of the net assets  over $100  million  but not in excess of $500
million; plus .45% of the portion of the net assets over $500 million but not in
excess of $2 billion; plus .40% of the portion of the net assets over $2 billion
but not in excess of $5  billion;  plus  .375% of the  portion of the net assets
over $5 billion  but not in excess of $10  billion;  plus .35% of the portion of
the net assets over $10 billion.

         Fred Alger Management, Inc. for the AST Alger Mid-Cap Growth Portfolio:
An annual rate equal to the following  percentages of the combined average daily
net assets of all  Portfolios  of the Trust and all series of  American  Skandia
Advisor Funds, Inc. that are managed by the Sub-advisor:  .40% of the portion of
the combined  average daily net assets not in excess of $500 million;  plus .35%
of the  portion  of the net  assets  over $500  million  but not in excess of $1
billion;  plus .30% of the  portion of the net assets over $1 billion but not in
excess of $1.5  billion;  plus .25% of the  portion of the net assets  over $1.5
billion.

         Neuberger  Berman  Management Inc. for the AST Neuberger Berman Mid-Cap
Growth Portfolio: An annual rate of .45% of the portion of the average daily net
assets of the Portfolio not in excess of $100 million;  plus .40% of the portion
of the net  assets  over $100  million.  Prior to May 1,  1998,  the  Investment
Manager had engaged Berger  Associates,  Inc. as  Sub-advisor  for the Portfolio
(formerly, the Berger Capital Growth Portfolio), for a total Sub-advisory fee of
 .55% of the  average  daily  net  assets of the  Portfolio  not in excess of $25
million;  plus .50% of the portion of average  daily net assets over $25 million
but not in excess of $50 million;  plus .40% of the portion of the average daily
net assets over $50 million.

         Neuberger  Berman  Management Inc. for the AST Neuberger Berman Mid-Cap
Value Portfolio:  An annual rate of .50% of the portion of the average daily net
assets of the Portfolio not in excess of $750 million;  plus .45% of the portion
of the net assets over $750  million but not in excess of $1 billion;  plus .40%
of the portion in excess of $1  billion.  Prior to May 1, 1998,  the  Investment
Manager had engaged  Federated  Investment  Counseling  as  Sub-advisor  for the
Portfolio  (formerly,  the  Federated  Utility  Income  Portfolio),  for a total
Sub-advisory  fee of .50% of the portion of the average  daily net assets of the
Portfolio  not in excess $25 million;  plus .35% of the portion in excess of $25
million but not in excess of $50 million;  plus .25% of the portion in excess of
$50 million.

         Fred Alger Management, Inc. for the AST Alger All-Cap Growth Portfolio:
An annual rate equal to the following  percentages of the combined average daily
net assets of all  Portfolios  of the Trust and all series of  American  Skandia
Advisor Funds, Inc. that are managed by the Sub-advisor:  .40% of the portion of
the combined  average daily net assets not in excess of $500 million;  plus .35%
of the  portion  of the net  assets  over $500  million  but not in excess of $1
billion;  plus .30% of the  portion of the net assets over $1 billion but not in
excess of $1.5  billion;  plus .25% of the  portion of the net assets  over $1.5
billion


         GAMCO Investors,  Inc. for the AST Gabelli All-Cap Value Portfolio:  An
annual rate equal to the following percentages of the combined average daily net
assets of the Portfolio and the series of American  Skandia Advisor Funds,  Inc.
that is managed by the  Sub-advisor  and identified by the  Sub-advisor  and the
Investment Manager as being similar to the Portfolio: .50% of the portion of the
combined  average daily net assets not in excess of $500  million;  plus .40% of
the portion of the net assets over $500  million.  Commencing  October 23, 2000,
GAMCO Investors, Inc. has voluntarily agreed to waive a portion of its fee equal
to the  following  percentages  of the combined  average daily net assets of the
Portfolio and the  corresponding  series of American Skandia Advisor Funds, Inc.
referenced  above:  .10% of the portion of the combined average daily net assets
not in excess of $500 million, .05% of the combined assets over $500 million but
not in excess of $1 billion,  and .10% of the  combined  assets over $1 billion.
The Sub-advisor may terminate this voluntary agreement at any time.


         Kinetics  Asset   Management,   Inc.  for  the  AST  Kinetics  Internet
Portfolio: An annual rate of .40% of the portion of the average daily net assets
of the Portfolio  not in excess of $250  million;  plus .35% of the portion over
$250  million but not in excess of $500  million;  plus .30% of the portion over
$500 million but not in excess of $1.2 billion;  plus .25% of the portion of the
net assets over $1.2 billion.

     T. Rowe Price Associates,  Inc. for the AST T. Rowe Price Natural Resources
Portfolio: An annual rate of .60% of the portion of the average daily net assets
of the Portfolio  not in excess of $20 million;  plus .50% of the portion of the
net  assets  over $20  million  but not in excess of $50  million.  When the net
assets of the Portfolio exceed $50 million, the fee is an annual rate of .50% of
the average daily net assets of the Portfolio.

         Alliance Capital Management L.P. for the AST Alliance Growth Portfolio:
An annual  rate equal to .40% of the  combined  average  daily net assets of the
Portfolio and the series of American Skandia Advisor Funds, Inc. that is managed
by the Sub-advisor and identified by the Sub-advisor and the Investment  Manager
as being similar to the Portfolio.  Between December 31, 1998 and April 30, 2000
the Investment Manager had engaged OppenheimerFunds, Inc. as Sub-advisor for the
Portfolio  at a total  Sub-advisory  fee of .35% of the  portion of the  average
daily net assets of the Portfolio  not in excess of $500  million;  plus .30% of
the portion of the net assets over $500 million but not in excess of $1 billion;
plus .25% of the portion of the net assets over $1 billion.  Prior to January 1,
1999,  the  Investment  Manager  had  engaged  Robertson,   Stephens  &  Company
Investment  Management,  L.P.  as  Sub-advisor  for  the  Portfolio,  at a total
Sub-advisory  fee of .60% of the portion of the average  daily net assets of the
Portfolio  not in excess of $200  million;  plus .50% of the  portion of the net
assets over $200 million.

         Massachusetts  Financial  Services  Company  for  the  AST  MFS  Growth
Portfolio:  An annual rate equal to the  following  percentages  of the combined
average  daily net  assets of the  Portfolio,  the AST MFS  Growth  with  Income
Portfolio and the domestic equity series of American Skandia Advisor Funds, Inc.
that is managed by Massachusetts Financial Services Company: .40% of the portion
of the combined  average  daily net assets not in excess of $300  million;  plus
 .375% of the portion over $300 million but not in excess of $600  million;  plus
 .35% of the portion  over $600 million but not in excess of $900  million;  plus
 .325% of the portion over $900 million, but not over $1.5 billion;  plus .25% of
the portion in excess of $1.5 billion.

         Fred Alger  Management,  Inc.  for the AST Alger Growth  Portfolio:  An
annual rate equal to the following percentages of the combined average daily net
assets of all Portfolios of the Trust and all series of American Skandia Advisor
Funds,  Inc.  that are  managed by the  Sub-advisor:  .40% of the portion of the
combined  average daily net assets not in excess of $500  million;  plus .35% of
the portion of the net assets over $500 million but not in excess of $1 billion;
plus .30% of the  portion of the net assets over $1 billion but not in excess of
$1.5 billion; plus .25% of the portion of the net assets over $1.5 billion.

         Marsico  Capital  Management,  LLC for the AST Marsico  Capital  Growth
Portfolio:  An  annual  rate of 0.45% of the  average  daily  net  assets of the
Portfolio.

         Janus  Capital  Corporation  for the AST JanCap  Growth  Portfolio:  An
annual  rate of .60% of the  portion  of the  average  daily  net  assets of the
Portfolio  not in excess of $100  million;  plus .55% of the  portion  over $100
million  but not in  excess of $1  billion;  plus  .50% of the  portion  over $1
billion.  Commencing March 1, 2000, Janus Capital  Corporation,  the Sub-advisor
for the AST JanCap Growth  Portfolio,  has  voluntarily  agreed to the following
revised  fee  schedule  based on the  combined  average  daily net assets of the
Portfolio and the ASMT Janus Capital Growth Portfolio of American Skandia Master
Trust:  .55% of the  portion  of the  combined  average  daily net assets not in
excess of $100  million;  plus .50% of the portion  over $100 million but not in
excess of $500  million;  plus .45% of the portion  over $500 million but not in
excess of $2 billion; plus .40% of the portion over $2 billion but not in excess
of $5 billion; plus.375% of the portion over $5 billion but not in excess of $10
billion; plus .35% of the portion in excess of $10 billion.



         Janus Capital  Corporation for the AST Janus Strategic Value Portfolio:
An annual  rate of .55% of the  portion of the  average  daily net assets of the
Portfolio  not in excess of $100  million;  plus .50% of the  portion of the net
assets  over $100  million but not in excess of $500  million;  plus .45% of the
portion of the net assets  over $500  million  but not in excess of $2  billion;
plus .40% of the  portion of the net assets over $2 billion but not in excess of
$5 billion;  plus .375% of the portion of the net assets over $5 billion but not
in excess of $10  billion;  plus .35% of the  portion of the net assets over $10
billion.

         Cohen & Steers  Capital  Management,  Inc.  for the AST  Cohen & Steers
Realty Portfolio: An annual rate of .60% of the portion of the average daily net
assets of the Portfolio not in excess of $100 million;  plus .40% of the portion
of the net assets over $100 million but not in excess of $250 million; plus .30%
of the portion of the net assets over $250 million.


         Sanford C. Bernstein & Co., LLC for the AST Sanford  Bernstein  Managed
Index 500  Portfolio:  An annual rate equal to the following  percentages of the
combined  average  daily net assets of the  Portfolio and the series of American
Skandia Advisor Funds, Inc. that is managed by the Sub-advisor and identified by
the  Sub-advisor  and the Investment  Manager as being similar to the Portfolio:
 .1533% of the portion of the combined  average daily net assets not in excess of
$300  million;  plus .10% of the  portion of the net assets  over $300  million.
Notwithstanding the foregoing, the following annual rate will apply for each day
that the combined  average  daily net assets are not in excess of $300  million:
 .40% of the first $10 million of the  combined  average  daily net assets;  plus
 .30% of the next $40 million of the combined average daily net assets; plus .20%
of the next $50 million of the combined  average daily net assets;  plus .10% of
the next $200 million of the combined average daily net assets.  Prior to May 1,
2000,  the Investment  Manager had engaged  Bankers Trust Company as Sub-advisor
for the Portfolio at a total Sub-advisory fee equal to the following percentages
of the  combined  average  daily net assets of the  Portfolio  and the series of
American  Skandia  Advisor Funds,  Inc. that is managed by the  Sub-advisor  and
identified by the Sub-advisor and the Investment Manager as being similar to the
Portfolio:  .17% of the portion of the combined  average daily net assets not in
excess of $300  million;  plus .13% of the  portion of the net assets  over $300
million  but not in excess of $1  billion;  plus .08% of the net assets  over $1
billion.


         American  Century  Investment  Management,  Inc.  for the AST  American
Century Income & Growth  Portfolio:  Because of the large amount of assets being
sub-advised  for  the  Investment   Manager  by  American   Century   Investment
Management,  Inc., the  Investment  Manager was able to negotiate a reduction to
American Century's standard fee schedule. Such reduced fee schedule is an annual
rate of: .40% of the portion of the  average  daily net assets of the  Portfolio
not in excess of $100  million;  plus .35% of the portion of the net assets over
$100 million but not in excess of $500 million;  plus .30% of the portion of the
net assets over $500 million.

         Alliance Capital Management L.P. for the AST Alliance Growth and Income
Portfolio:  An annual rate equal to the  following  percentages  of the combined
average  daily net assets of the  Portfolio  and the series of American  Skandia
Advisor  Funds,  Inc. that is managed by the  Sub-advisor  and identified by the
Sub-advisor and the Investment  Manager as being similar to the Portfolio:  .30%
of the  portion  of the  combined  average  daily net assets not in excess of $1
billion;  plus .25% of the  portion  over $1  billion  but not in excess of $1.5
billion;  plus .20% of the  portion in excess of $1.5  billion.  Prior to May 1,
2000 the Investment  Manager had engaged Lord,  Abbett & Co. as Sub-advisor  for
the Portfolio at a total  Sub-advisory fee of .50% of the portion of the average
daily net assets of the Portfolio  not in excess of $200  million;  plus .40% of
the portion over $200 million but not in excess of $500  million;  plus .375% of
the portion  over $500 million but not in excess of $700  million;  plus .35% of
the portion  over $700 million but not in excess of $900  million;  plus .30% of
the portion in excess of $900 million.

         Massachusetts  Financial  Services  Company for the AST MFS Growth with
Income  Portfolio:  An annual  rate equal to the  following  percentages  of the
combined average daily net assets of the Portfolio, the AST MFS Growth Portfolio
and the domestic equity series of American  Skandia Advisor Funds,  Inc. that is
managed by Massachusetts  Financial Services Company: .40% of the portion of the
combined  average daily net assets not in excess of $300 million;  plus .375% of
the portion  over $300 million but not in excess of $600  million;  plus .35% of
the portion over $600 million but not in excess of $900  million;  plus .325% of
the  portion  over  $900  million  but not over $1.5  billion;  plus .25% of the
portion in excess of $1.5 billion.

         INVESCO Funds Group,  Inc. for the AST INVESCO Equity Income Portfolio:
An annual  rate of .50% of the  portion of the  average  daily net assets of the
Portfolio  not in excess of $25  million;  plus .45% of the  portion  of the net
assets  over $25  million  but not in  excess of $75  million;  plus .40% of the
portion  of the net  assets in excess of $75  million  but not in excess of $100
million; and .35% of the portion of the net assets over $100 million. Commencing
May 1, 2000, INVESCO Funds Group, Inc. has voluntarily agreed to waive a portion
of its fee so that the  following  fee schedule  based on the  combined  average
daily net assets of the Portfolio and the ASMT INVESCO  Equity Income  Portfolio
is in effect:  .35% of the portion of the combined  average daily net assets not
in  excess  of $1  billion;  plus  .30%  of the  portion  over $1  billion.  The
Sub-advisor may terminate this voluntary agreement at any time.


         A I M Capital Management,  Inc. for the AST AIM Balanced Portfolio:  An
annual  rate of .45% of the  portion  of the  average  daily  net  assets of the
Portfolio not in excess of $75 million;  plus .40% of the portion of the average
daily net assets of the  Portfolio  over $75  million  but not in excess of $150
million;  plus  .35% of the  portion  of the  average  daily  net  assets of the
Portfolio in excess of $150 million.


         American  Century  Investment  Management,  Inc.  for the AST  American
Century  Strategic  Balanced  Portfolio:  Because of the large  amount of assets
being  sub-advised  for the Investment  Manager by American  Century  Investment
Management,  Inc., the  Investment  Manager was able to negotiate a reduction to
American Century's standard fee schedule. Such reduced fee schedule is an annual
rate equal to the following percentages of the combined average daily net assets
of the Portfolio and the series of American Skandia Advisor Funds,  Inc. that is
managed by the  Sub-advisor and identified by the Sub-advisor and the Investment
Manager as being similar to the  Portfolio:  .45% of the portion of the combined
average  daily net assets of the  Portfolio  not in excess of $50 million;  plus
 .40% of the portion  over $50 million  but not in excess of $100  million;  plus
 .35% of the portion  over $100 million but not in excess of $500  million;  plus
 .30% of the portion over $500 million.

     T. Rowe Price  Associates,  Inc. for the AST T. Rowe Price Asset Allocation
Portfolio: An annual rate of .50% of the portion of the average daily net assets
of the  Portfolio  not in excess of $25  million;  plus .35% of the  portion  in
excess of $25 million but not in excess of $50 million;  and .25% of the portion
in excess of $50 million.

     T. Rowe Price  International,  Inc.  for the AST T. Rowe Price  Global Bond
Portfolio:  An  annual  rate of .40% of the  average  daily  net  assets  of the
Portfolio.

         Federated  Investment  Counseling  for the  AST  Federated  High  Yield
Portfolio: An annual rate of .50% of the portion of the average daily net assets
of the Portfolio  under $30 million;  plus .40% of the portion of the net assets
equal to or in excess of $30  million  but under $50  million;  plus .30% of the
portion equal to or in excess of $50 million but under $75 million;  and .25% of
the portion equal to or in excess of $75 million.


         Lord, Abbett & Co. for the AST Lord Abbett Bond-Debenture Portfolio: An
annual  rate of .35% of the  portion  of the  average  daily  net  assets of the
Portfolio  not in excess of $1  billion;  plus  .25% of the  portion  of the net
assets  over $1  billion  but not in  excess  of $1.5  billion;  and .20% of the
portion over $1.5 million.  Commencing  October 23, 2000, Lord, Abbett & Co. has
voluntarily  agreed to waive a portion of its fee equal to:  .10% of the portion
of the Portfolio's average daily net assets not in excess of $200 million,  .15%
of the portion  over $200  million but not in excess of $1 billion,  and .05% of
the portion over $1 billion but not in excess of $1.5 billion.  The  Sub-advisor
may terminate this voluntary agreement at any time.


         Pacific  Investment  Management  Company  LLC for the AST  PIMCO  Total
Return Bond Portfolio: An annual rate of .30% of the average daily net assets of
the Portfolio not in excess of $150 million;  and .25% on the portion of the net
assets  over $150  million.  Commencing  March 31,  2000,  the  Sub-advisor  has
voluntarily agreed to waive a portion of its fee equal to .05% of the portion of
the  Portfolio's  average  daily net assets not in excess of $150  million.  The
Sub-advisor may terminate this voluntary agreement at any time.

         Pacific  Investment  Management  Company LLC for the AST PIMCO  Limited
Maturity Bond Portfolio:  An annual rate of .30% of the average daily net assets
of the Portfolio  not in excess of $150 million;  and .25% on the portion of the
net assets over $150 million.  Commencing  March 31, 2000, the  Sub-advisor  has
voluntarily agreed to waive a portion of its fee equal to .05% of the portion of
the  Portfolio's  average  daily net assets not in excess of $150  million.  The
Sub-advisor may terminate this voluntary agreement at any time.

     J.P. Morgan Investment  Management Inc. for the AST Money Market Portfolio:
An annual rate equal to the following  percentages of the combined average daily
net assets of the Portfolio and the series of American Skandia Master Trust that
is managed by J.P. Morgan Investment  Management,  Inc. and identified by it and
ASISI as being  similar to the  Portfolio:  .09% of the portion of the  combined
average daily net assets not in excess of $500 million; plus .06% of the portion
over $500  million but not in excess of $1.5  billion;  plus .04% of the portion
over $1.5 billion.

     Corporate  Structure.  Several of the  Sub-advisors are controlled by other
parties as noted below:

         Founders is a  90%-owned  subsidiary  of Mellon  Bank,  N.A.,  with the
remaining 10% held by certain Founders executives and portfolio managers. Mellon
Bank is a wholly owned subsidiary of Mellon Bank  Corporation,  a publicly owned
multibank  holding  company which  provides a  comprehensive  range of financial
products and services in domestic and selected international markets.

         A I M Capital  Management,  Inc. is a wholly-owned  subsidiary of A I M
Advisors,  Inc., also a registered  investment adviser. A I M Advisors,  Inc. is
wholly owned by A I M Management  Group Inc., a holding  company  engaged in the
financial services business and an indirect wholly-owned  subsidiary of AMVESCAP
PLC. AMVESCAP PLC and its subsidiaries are an independent  investment management
group  engaged in  institutional  investment  management  and retail mutual fund
businesses in the United States, Europe and the Pacific Region.

         Stilwell  Financial   ("Stilwell")  owns  approximately  81.5%  of  the
outstanding  voting stock of Janus Capital  Corporation.  Stilwell is a publicly
traded holding company with principal  operations in financial asset  management
businesses.  Thomas H.  Bailey,  President  and  Chairman  of the Board of Janus
Capital,  owns  approximately  12% of its voting  stock and, by  agreement  with
Stilwell, selects a majority of Janus Capital's Board subject to the approval of
Stilwell, which approval can not be unreasonably withheld.

     American Century Companies,  Inc. ("ACC") is the parent of American Century
Investment Management, Inc.

         GAMCO Investors,  Inc. ("GAMCO") is a New York corporation organized in
1999 as successor to the investment  advisory business of a New York corporation
of the same name that was organized in 1978. GAMCO is a wholly-owned  subsidiary
of Gabelli Asset Management Inc. ("GAMI"), a publicly held company listed on the
New York Stock  Exchange.  Mr.  Mario J.  Gabelli  may be deemed a  "controlling
person" of GAMCO on the basis of his  controlling  interest  in GAMI.  GAMCO has
several affiliates that also provide investment advisory services.

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

     Massachusetts  Financial  Services  Company is a subsidiary  of Sun Life of
Canada (US) Financial Services Holdings,  Inc. whose ultimate parent is Sun Life
Assurance Co. of Canada.

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

     Lord,  Abbett & Co.  ("Lord  Abbett")  is a  general  partnership  with the
following partners,  all of whom are actively involved in the management of Lord
Abbett:  Stephen I. Allen, Zane E. Brown, Daniel E. Carper,  Robert S. Dow, John
E. Erard,  Robert P. Fetch, Daria L. Foster,  Robert I. Gerber, Paul A. Hilstad,
W. Thomas Hudson, Stephen J. McGruder, Michael B. McLaughlin,  Robert G. Morris,
Robert J. Noelke, R. Mark Pennington, Christopher Towle and John J. Walsh.

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

     Bank of  America,  N.A.,  a  national  bank  subsidiary  of Bank of America
Corporation,  indirectly  owns 50% of the  voting  control  of  Marsico  Capital
Management,  LLC  ("Marsico  Capital").  Mr.  Thomas  F.  Marsico  and a company
controlled  by Mr.  Marsico  own  the  remainder  of  Marsico  Capital's  voting
interests.  Bank of America,  N.A.  has agreed to purchase  the Marsico  Capital
voting  interests that are currently owned or controlled by Mr.  Marsico.  It is
expected that this purchase will occur in early 2001.

     Martin  Cohen and Robert H. Steers may be deemed  "controlling  persons" of
Cohen & Steers Capital Management, Inc. on the basis of their ownership of Cohen
& Steers' stock.


     Sanford C. Bernstein & Co., LLC is an indirect  wholly owned  subsidiary of
Alliance.


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

     T. Rowe Price  International,  Inc. is a wholly owned subsidiary of T. Rowe
Price Associates, Inc. ("T. Rowe Price").

         Federated Investment Counseling, organized as a Delaware business trust
in 1989 is a wholly owned subsidiary of Federated Investors.

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

     J.P. Morgan Investment Management, Inc is a wholly-owned subsidiary of J.P.
Morgan & Co.  Incorporated,  a bank holding company  organized under the laws of
Delaware.

         The  Administrator  and Transfer and Shareholder  Servicing Agent: PFPC
Inc. (the "Administrator"),  103 Bellevue Parkway, Wilmington, Delaware 19809, a
Delaware  corporation  that  is  an  indirect  wholly-owned  subsidiary  of  PNC
Financial  Corp.,  serves as the  Administrator  and  Transfer  and  Shareholder
Servicing Agent for the Trust. Pursuant to a Trust Accounting and Administration
Agreement  between  the  Trust  and the  Administrator,  dated  May 1, 1992 (the
"Administration  Agreement"),  the  Administrator  has agreed to provide certain
fund accounting and administrative services to the Trust, including, among other
services,  accounting  relating to the Trust and investment  transactions of the
Trust;  computation of daily net asset values;  maintaining the Trust's books of
account;  assisting in monitoring,  in conjunction with the Investment  Manager,
compliance   with  the   Portfolios'   investment   objectives,   policies   and
restrictions;  providing  office space and  equipment  necessary  for the proper
administration  and  accounting  functions of the Trust;  monitoring  investment
activity  and  income of the  Trust for  compliance  with  applicable  tax laws;
preparing  and filing  Trust tax returns;  preparing  financial  information  in
connection with the  preparation of the Trust's annual and  semi-annual  reports
and  making  requisite  filings  thereof;  preparing  schedules  of Trust  share
activity for footnotes to financial statements; furnishing financial information
necessary  for the  completion  of  certain  items to the  Trust's  registration
statement  and  necessary to prepare and file Rule 24f-2  notices;  providing an
administrative   interface  between  the  Investment  Manager  and  the  Trust's
custodian;  creating and  maintaining  all necessary  records in accordance with
applicable  laws, rules and  regulations,  including,  but not limited to, those
records  required to be kept pursuant to the 1940 Act; and performing such other
duties  related to the  administration  of the Trust as may be  requested by the
Board  of  Trustees  of  the  Trust.  The   Administrator   does  not  have  any
responsibility  or authority for the management of the assets of the Trust,  the
determination of its investment  policies,  or for any matter  pertaining to the
distribution of securities issued by the Trust.

         Under  the terms of the  Administration  Agreement,  the  Administrator
shall not be liable for any error of  judgment or mistake of law or for any loss
or expense  suffered by the Trust,  in connection  with the matters to which the
Administration  Agreement  relates,  except for a loss or expense resulting from
willful  misfeasance,  bad  faith,  or  gross  negligence  on  its  part  in the
performance  of its duties or from reckless  disregard by it of its  obligations
and duties  under the  Agreement.  Any  person,  even  though  also an  officer,
director, partner, employee or agent of the Administrator,  who may be or become
an  officer,  Trustee,  employee  or agent of the  Trust,  shall be deemed  when
rendering  services to the Trust or acting on any  business of the Trust  (other
than services or business in connection  with the  Administrator's  duties under
the Administration  Agreement) to be rendering such services to or acting solely
for the Trust and not as an officer, director, partner, employee or agent or one
under the control or direction of the Administrator even though paid by them.

         As  compensation  for  the  services  and  facilities  provided  by the
Administrator under the Administration Agreement, the Trust has agreed to pay to
the  Administrator  the greater of certain  percentages of the average daily net
assets of each Portfolio or certain specified minimum annual amounts  calculated
for each  Portfolio.  Except for the AST  Sanford  Bernstein  Managed  Index 500
Portfolio, the percentages of the average daily net assets are: (a) 0.10% of the
first $200 million;  (b) 0.06% of the next $200 million; (c) 0.0275% of the next
$200  million;  (d) 0.02% of  average  daily net  assets  over $1  billion.  The
percentages for the AST Sanford  Bernstein  Managed Index 500 Portfolio are: (a)
0.05% of the first $200 million;  (b) 0.03% of the next $200 million; (c) 0.0275
of the next $200 million;  (d) 0.02% of the next $400 million;  and (e) 0.01% of
average daily net assets over $1 billion.


         The  minimum  amount is  $75,000  for each of the AST  Janus  Small-Cap
Growth Portfolio, the AST Lord Abbett Small Cap Value Portfolio, the AST Gabelli
Small-Cap Value Portfolio,  the AST Neuberger  Berman Mid-Cap Growth  Portfolio,
the AST Neuberger Berman Mid-Cap Value Portfolio,  the AST T. Rowe Price Natural
Resources  Portfolio,  the AST Oppenheimer  Large-Cap Growth Portfolio,  the AST
Marsico Capital Growth Portfolio, the AST JanCap Growth Portfolio, the AST Cohen
&  Steers  Realty  Portfolio,  the  AST  Sanford  Bernstein  Managed  Index  500
Portfolio,  the AST American  Century  Income & Growth  Portfolio,  the AST Lord
Abbett Growth and Income Portfolio, the AST INVESCO Equity Income Portfolio, the
AST  AIM  Balanced  Portfolio,  the  AST  American  Century  Strategic  Balanced
Portfolio,  the AST T. Rowe Price Asset Allocation Portfolio,  the AST Federated
High Yield Portfolio,  the AST PIMCO Total Return Bond Portfolio,  the AST PIMCO
Limited Maturity Bond Portfolio and the AST Money Market Portfolio.  The minimum
amount  is  $100,000  for  the  AST  Founders  Passport  Portfolio,  the AST AIM
International Equity Portfolio, the AST Janus Overseas Growth Portfolio, the AST
American  Century  International  Growth  Portfolio,  the AST  American  Century
International  Growth  Portfolio  II and  the  AST T.  Rowe  Price  Global  Bond
Portfolio.  For all of these  Portfolios,  monthly  fees have been frozen at the
amounts paid for the month of December 1999. Monthly fees for the AST MFS Global
Equity  Portfolio,  the AST MFS Growth  Portfolio and the MFS Growth with Income
Portfolio  have been  frozen  at levels  determined  under the  asset-based  fee
schedule set forth above based on December 1999 asset levels,  without regard to
any minimum amounts.  The fees payable to the Administrator for those Portfolios
that commenced operations during 2000 (the AST Scudder Japan Portfolio,  the AST
Federated  Aggressive Growth Portfolio,  the AST Janus Mid-Cap Growth Portfolio,
the AST Alger Mid-Cap Growth Portfolio,  the AST Alger All-Cap Growth Portfolio,
the AST Gabelli All-Cap Value Portfolio,  the AST Kinetics  Internet  Portfolio,
the AST Alger Growth Portfolio, the AST Janus Strategic Value Portfolio, and the
AST Lord Abbett Bond-Debenture Portfolio) are not subject to any freeze and each
such Portfolio will pay the  Administrator the greater of the asset based fee or
a phased-in  minimum  amount equal to $34,375 for the first twelve months of the
Portfolio's operations.  These fee arrangements will remain in effect until such
time as the  aggregate  fee  resulting  from  the  application  of  revised  fee
schedules  based on the combined  average daily net assets of each Portfolio and
the  corresponding  series of American  Skandia Advisor Funds,  Inc. or American
Skandia Master Trust would result in a lower fee, at which point the revised fee
schedules will take effect.


         Compensation   for  the  services  and   facilities   provided  by  the
Administrator  under  the  Administration  Agreement  includes  payment  of  the
Administrator's  "out-of-pocket"  expenses. Such "out-of-pocket" expenses of the
Administrator  include,  but are not limited to,  postage  and  mailing,  forms,
envelopes,  checks,  toll-free  lines (if  requested  by the Trust),  telephone,
hardware and  telephone  lines for remote  terminals (if required by the Trust),
wire fees,  certificate issuance fees, microfiche and microfilm,  telex, federal
express,  outside independent pricing service charges, record  retention/storage
and proxy  solicitation,  mailing and  tabulation  expenses  (if required by the
Trust). For the years ended December 31, 1997, 1998 and 1999, the Trust paid the
Administrator $4,902,309, $6,582,808 and $8,445,050 respectively.

         The  Administration  Agreement provides that it will continue in effect
from year to year. The Administration Agreement is terminable,  without penalty,
by the Board of Trustees,  by vote of a majority (as defined in the 1940 Act) of
the outstanding  voting securities,  or by the  Administrator,  on not less than
sixty days' notice. The Administration  Agreement shall automatically  terminate
upon its assignment by the  Administrator  without the prior written  consent of
the  Trust,   provided,   however,   that  no  such  assignment   shall  release
Administrator from its obligations under the Agreement.

BROKERAGE ALLOCATION: Subject to the supervision of the Board of Trustees of the
Trust,  decisions  to buy and sell  securities  for the  Trust are made for each
Portfolio by its Sub-advisor.  Generally,  the primary  consideration in placing
Portfolio securities transactions with broker-dealers is to obtain, and maintain
the  availability  of, execution at the best net price available and in the most
effective manner possible. Each Sub-advisor is authorized to allocate the orders
placed by it on behalf of the  applicable  Portfolio to brokers who also provide
research or  statistical  material,  or other  services to the  Portfolio or the
Sub-advisor for the use of the applicable  Portfolio or the Sub-advisor's  other
accounts.  Such  allocation  shall be in such  amounts  and  proportions  as the
Sub-advisor  shall determine and the Sub-advisor will report on said allocations
either to the Investment  Manager,  which will report on such allocations to the
Board of Trustees,  or, if  requested,  directly to the Board of Trustees.  Such
reports will  indicate the brokers to whom such  allocations  have been made and
the  basis  therefor.  The  Sub-advisor  may  consider  sale  of  shares  of the
Portfolios or variable  insurance products that use the Portfolios as investment
vehicles,  or may consider or follow  recommendations  of the Investment Manager
that take such sales into  account,  as factors in the  selection  of brokers to
effect portfolio  transactions  for a Portfolio,  subject to the requirements of
best net price  available  and most  favorable  execution.  In this regard,  the
Investment  Manager has directed  certain of the Sub-advisors to try to effect a
portion  of their  Portfolios'  transactions  through  broker-dealers  that give
prominence to variable  insurance  products  using the  Portfolios as investment
vehicles,  to the  extent  consistent  with  best net price  available  and most
favorable execution.

         Subject  to the  rules  promulgated  by  the  SEC,  as  well  as  other
regulatory  requirements,  a Sub-advisor  also may allocate orders to brokers or
dealers  affiliated  with  the  Sub-advisor  or  the  Investment  Manager.  Such
allocation  shall be in such amounts and  proportions as the  Sub-advisor  shall
determine  and the  Sub-advisor  will report on said  allocations  either to the
Investment  Manager,  which  will  report  on such  allocations  to the Board of
Trustees, or, if requested, directly to the Board of Trustees.

         In  selecting a broker to execute  each  particular  transaction,  each
Sub-advisor  will  take the  following  into  consideration:  the best net price
available; the reliability, integrity and financial condition of the broker; the
size and  difficulty  in  executing  the  order;  and the value of the  expected
contribution  of the broker to the investment  performance of the Portfolio on a
continuing  basis.  Accordingly,  the cost of the brokerage  commissions  in any
transaction  may be  greater  than that  available  from  other  brokers  if the
difference  is reasonably  justified by other aspects of the brokerage  services
offered.  Subject to such  policies and  procedures as the Board of Trustees may
determine, a Sub-advisor shall not be deemed to have acted unlawfully or to have
breached  any duty solely by reason of its having  caused a  Portfolio  to pay a
broker  that  provides  research  services  to  the  Sub-advisor  an  amount  of
commission  for effecting an investment  transaction  in excess of the amount of
commission another broker would have charged for effecting that transaction,  if
the  Sub-advisor  determines  in good faith that such amount of  commission  was
reasonable  in relation to the value of the  research  service  provided by such
broker  viewed  in  terms  of  either  that   particular   transaction   or  the
Sub-advisor's  ongoing  responsibilities  with  respect  to a  Portfolio  or its
managed  accounts  generally.  For the years ended  December 31, 1997,  1998 and
1999,   aggregate   brokerage   commissions  of  $7,265,436,   $15,887,946   and
$24,608,079,  respectively,  were paid in relation to brokerage transactions for
the Trust. The increase in commissions paid corresponds  roughly to the increase
in the Trust's net assets during those periods.

         During  the years  ended  December  31,  1997,  December  31,  1998 and
December 31, 1999, brokerage commissions were paid to certain affiliates of Rowe
Price-Fleming  International,  Inc. by the AST  American  Century  International
Growth  Portfolio  II  (formerly,  the AST T. Rowe  Price  International  Equity
Portfolio) in the amounts of $29,579, $26,497 and $15,833, respectively. For the
year ended December 31, 1999,  3.0% of the total brokerage  commissions  paid by
this Portfolio were paid to the affiliated brokers, with respect to transactions
representing  3.1%  of the  Portfolio's  total  dollar  amount  of  transactions
involving the payment of commissions. Similarly, brokerage commissions were paid
to  Robertson  Stephens & Co., an  affiliate  of  Robertson,  Stephens & Company
Investment Management L.P., by the AST Alliance Growth Portfolio (formerly,  the
Robertson Stephens Value + Growth Portfolio) in the aggregate amounts of $68,772
and  $71,751  for the  years  ended  December  31,  1997 and 1998  respectively.
Brokerage  commissions  in the  amounts  of  $82,199  and  $35,545  were paid to
Neuberger Berman,  LLC, an affiliate of Neuberger Berman Management Inc., by the
AST Neuberger  Berman Mid-Cap  Growth  Portfolio for the period from May 1, 1998
(when Neuberger Berman Management Inc. became the Portfolio's Sub-advisor) until
December 31, 1998 and for the year ended  December 31, 1999,  respectively.  For
the year ended December 31, 1999, 7.0% of the total brokerage  commissions  paid
by  this  Portfolio  were  paid  to  Neuberger  Berman,  LLC,  with  respect  to
transactions   representing   8.7%  of  the  total  amount  of  the  Portfolio's
transactions involving the payment of commissions.  Brokerage commissions in the
amounts of $277,961 and $652,436 were paid to Neuberger Berman,  LLC, by the AST
Neuberger  Berman Mid-Cap Value  Portfolio for the period from May 1, 1998 (when
Neuberger  Berman  Management  Inc. became the  Portfolio's  Sub-advisor)  until
December 31, 1998 and for the year ended  December 31, 1999,  respectively.  For
the year ended December 31, 1999, 24.4% of the total brokerage  commissions paid
by  this  Portfolio  were  paid  to  Neuberger  Berman,  LLC,  with  respect  to
transactions   representing  26.0%  of  the  total  amount  of  the  Portfolio's
transactions  involving  the  payment  of  commissions.  During  the year  ended
December 31, 1998,  brokerage  commissions  were paid to J.P. Morgan  Securities
Inc. and other affiliates of American Century Investment Management, Inc. by the
AST American Century International Growth Portfolio in the amount of $91. During
the years ended December 31, 1998 and December 31, 1999,  brokerage  commissions
were paid to J.P.  Morgan  Securities  Inc.  and other  affiliates  of  American
Century  Investment  Management,  Inc.  by the AST  American  Century  Strategic
Balanced  Portfolio  in the amount of $3,265 and $1,355,  respectively.  For the
year ended December 31, 1999,  0.9% of the total brokerage  commissions  paid by
this Portfolio were paid to the affiliated brokers, with respect to transactions
representing 0.4% of the total amount of the Portfolio's  transactions involving
the payment of commissions.  During the year ended December 31, 1999,  brokerage
commissions  were paid to J.P. Morgan  Securities  Inc. and other  affiliates of
American Century Investment Management,  Inc. by the AST American Century Income
and Growth  Portfolio in the amount of $5,455.  For that year, 1.4% of the total
brokerage  commissions  paid  by this  Portfolio  were  paid  to the  affiliated
brokers,  with respect to transactions  representing 0.8% of the total amount of
the  Portfolio's  transactions  involving  the payment of  commissions.  For the
fiscal  year  ended  December  31,  1999,  brokerage  commissions  were  paid to
NationsBanc   Montgomery   Services,   LLC,  an  affiliate  of  Marsico  Capital
Management,  LLC, by the AST Marsico  Capital Growth  Portfolio in the amount of
$37,919.  For that period, 2.0% of the total brokerage  commissions paid by this
Portfolio  were paid to the  affiliated  broker,  with  respect to  transactions
representing  1.7%  of the  Portfolio's  total  dollar  amount  of  transactions
involving the payment of commissions.

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

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

------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
<S>                                                                 <C>                          <C>                      <C>
AST AIM International Equity Portfolio                              $121,855                     3.4%                     3.5%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST Janus Overseas Growth Portfolio                                   64,399                     3.0%                     2.9%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST American Century International Growth Portfolio II                61,162                    11.6%                     9.7%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST Janus Small-Cap Growth Portfolio                                  18,169                     2.3%                     1.2%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST Kemper Small-Cap Growth Portfolio                                 16,105                     2.6%                     1.7%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST Neuberger Berman Mid-Cap Growth Portfolio                         50,444                     9.9%                     8.1%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST Neuberger Berman Mid-Cap Value Portfolio                         307,456                    11.5%                    11.3%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST T. Rowe Price Natural Resources Portfolio                          3,822                     1.2%                     1.5%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST Marsico Capital Growth Portfolio                                 205,216                    10.6%                     8.8%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST JanCap Growth Portfolio                                          274,661                    14.2%                    13.6%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST Alliance Growth and Income Portfolio                             518,065                    22.8%                    16.8%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST Cohen & Steers Realty Portfolio                                    3,624                     2.1%                     1.8%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST INVESCO Equity Income Portfolio                                  178,194                    19.9%                    19.5%
------------------------------------------------------------- --------------- ------------------------ ------------------------
------------------------------------------------------------- --------------- ------------------------ ------------------------
AST AIM Balanced Portfolio                                            45,847                     7.3%                     5.5%
------------------------------------------------------------- --------------- ------------------------ ------------------------
</TABLE>


ALLOCATION OF INVESTMENTS: The Sub-advisors have other advisory clients, some of
which have similar  investment  objectives to one or more  Portfolios  for which
advisory services are being provided.  In addition, a Sub-advisor may be engaged
to provide advisory services for more than one of the Trust's Portfolios.  There
will be times when a  Sub-advisor  may recommend  purchases  and/or sales of the
same securities for a Portfolio and such  Sub-advisor's  other clients.  In such
circumstances,  it will be the policy of each Sub-advisor to allocate  purchases
and  sales  among a  Portfolio  and its other  clients,  including  other  Trust
Portfolios  for  which it  provides  advisory  services,  in a manner  which the
Sub-advisor deems equitable,  taking into  consideration such factors as size of
account,  concentration of holdings,  investment  objectives,  tax status,  cash
availability,  purchase  costs,  holding  period  and  other  pertinent  factors
relative to each account.

COMPUTATION OF NET ASSET VALUES:  The Trust determines the net asset values of a
Portfolio's shares at the close of the New York Stock Exchange (the "Exchange"),
currently  4:00 p.m.  Eastern  time,  on each day that the  Exchange is open for
business.  Currently, the Exchange is closed on Saturdays and Sundays and on New
Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,  Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas.

         All  Portfolios  with the exception of the AST Money Market  Portfolio:
The net asset value per share of all of the Portfolios with the exception of the
AST Money  Market  Portfolio is  determined  by dividing the market value of its
securities  as of the close of trading plus any cash or other assets  (including
dividends  and accrued  interest  receivable)  less all  liabilities  (including
accrued expenses),  by the number of shares outstanding.  Portfolio  securities,
including open short positions and options written,  are valued at the last sale
price on the securities  exchange or securities  market on which such securities
primarily are traded. Securities not listed on an exchange or securities market,
or  securities in which there were not  transactions  on that day, are valued at
the average of the most recent bid and asked prices,  except in the case of open
short  positions  where the asked price is  available.  Any  securities or other
assets for which recent market  quotations are not readily  available are valued
at fair  market  value  as  determined  in good  faith  by or  under  procedures
established by the Board of Trustees.  Short-term obligations with sixty days or
less remaining to maturity are valued on an amortized  cost basis.  Expenses and
fees, including the investment management fees, are accrued daily and taken into
account for the purpose of determining net asset value of shares.

         Generally,  trading in foreign  securities,  as well as U.S. Government
securities, money market instruments and repurchase agreements, is substantially
completed  each day at various  times  prior to the close of the  Exchange.  The
values of such securities used in computing the net asset value of the shares of
a Portfolio generally are determined as of such earlier times.  Foreign currency
exchange rates are also generally determined prior to the close of the Exchange.
Occasionally,  events  affecting the value of such  securities and such exchange
rates may occur between the times at which they usually are  determined  and the
close of the Exchange. If such extraordinary events occur, their effects may not
be reflected in the net asset value of a Portfolio calculated as of the close of
the Exchange on that day.

         Foreign  securities  are  valued  on the basis of  quotations  from the
primary market in which they are traded.  All assets and  liabilities  initially
expressed  in  foreign  currencies  will be  converted  into U.S.  dollars at an
exchange  rate  quoted  by a major  bank that is a  regular  participant  in the
foreign  exchange  market or on the basis of a pricing  service  that takes into
account the quotes provided by a number of such major banks.

         AST Money Market  Portfolio:  For the AST Money Market  Portfolio,  all
securities are valued by the amortized cost method. The amortized cost method of
valuation  values a security at its cost at the time of purchase and  thereafter
assumes  a  constant  amortization  to  maturity  of any  discount  or  premium,
regardless of the impact of  fluctuating  interest  rates on the market value of
the  instrument.  The  purpose of this  method of  calculation  is to attempt to
maintain a constant  net asset  value per share of $1.00.  No  assurance  can be
given that this goal can be  attained.  If a  difference  of more than 1/2 of 1%
occurs between  valuation based on the amortized cost method and valuation based
on market value, the Trustees will take steps necessary to reduce such deviation
or any  unfair  results  to  shareholders,  such as  changing  dividend  policy,
shortening the average  maturity of the  investments in the Portfolio or valuing
securities  on the basis of current  market  prices if available  or, if not, at
fair market value.

SALE OF SHARES:  The Trust has entered into separate  agreements for the sale of
shares with American  Skandia Life  Assurance  Corporation  ("ASLAC") and Kemper
Investors Life Insurance  Company  ("Kemper"),  respectively.  Pursuant to these
agreements,  the Trust will pay ASLAC and Kemper for  printing  and  delivery of
certain  documents to the  beneficial  owners of Trust shares who are holders of
variable  annuity  and  variable  life  insurance  policies  issued by ASLAC and
Kemper. Such documents include prospectuses,  semi-annual and annual reports and
any proxy materials.  The Trust will pay ASLAC 0.1%, on an annualized  basis, of
the net asset  value of the  shares  legally  owned by any  separate  account of
ASLAC, and will pay Kemper 0.1%, on an annualized  basis, of the net asset value
of the shares  legally  owned by the  separate  accounts of Kemper  named in the
sales  agreement.  A complete  description  of the  manner by which the  Trust's
shares may be purchased and redeemed appears in the Prospectus under the heading
"Purchase and Redemption of Shares."

         Distribution  Plan.  The Trust has  adopted  a  Distribution  Plan (the
"Distribution  Plan")  under  Rule 12b-1  under the 1940 Act to permit  American
Skandia  Marketing,  Inc. ("ASM"),  an affiliate of the 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 Portfolios.  Under the Distribution  Plan, ASM may use the
brokerage  commissions  received to pay various  distribution-related  expenses,
such as advertising,  printing of sales materials, training sales personnel, and
paying  marketing fees  requested by  broker-dealers  who sell variable  annuity
contracts  and  variable  life  insurance  policies  the  premiums for which are
invested  in  Shares  of the  Trust  ("variable  contracts").  ASM  may  receive
compensation  under the Distribution Plan regardless of whether it actually uses
such compensation to pay distribution expenses.  However, it is anticipated that
amounts received by ASM under the Distribution Plan will be used entirely to pay
distribution expenses and administrative expenses relating to implementation and
operation of the  Distribution  Plan, and that ASM likely will not earn a profit
directly from the compensation  received under the Distribution Plan. During the
year ended December 31, 1999, ASM received  $1,548,117 from the Portfolios under
the Distribution  Plan, all of which was used by ASM to provide  compensation to
broker-dealers.

         The Distribution Plan was adopted by a majority vote of the Trustees of
the Trust,  including  at least a majority of Trustees  who are not  "interested
persons" of the  Portfolios (as defined in the 1940 Act) and who do not have any
direct or indirect financial interest in the operation of the Distribution Plan,
cast in person at a meeting  called for the  purpose  of voting on the Plan.  In
approving the  Distribution  Plan, the Trustees of the Trust  considered,  among
other factors, that the Distribution Plan could improve ASM's ability to attract
new  investments in the  Portfolios by enabling it to compensate  broker-dealers
selling variable products  adequately and in the most effective manner, and that
the resulting increase in the Portfolios' assets should enable the Portfolios to
achieve greater economies of scale and lower their per-share operating expenses.
The Trustees of the Trust believe that there is a reasonable likelihood that the
Distribution  Plan will  benefit  each  Portfolio  and its  current  and  future
shareholders in the manner contemplated. The Distribution Plan was also approved
by a majority of the outstanding voting securities of each Portfolio.

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

         Under  the  terms  of the  Distribution  Plan,  ASM  provides  to  each
Portfolio,  for review by the Trustees of the Trust, a quarterly  written report
of the amounts  received by ASM under the Plan,  the amounts  expended under the
Plan,  and the purposes for which such  expenditures  were made. The Trustees of
the Trust will review such  information  on  compensation  and  expenditures  in
considering the continued appropriateness of the Distribution Plan.

         The  distribution  expenses  paid under the  Distribution  Plan will be
intended to result in the sale of variable products,  the assets attributable to
which may be invested in various Portfolios of the Trust. As a result, brokerage
commissions incurred by a Portfolio under the Distribution Plan may be used in a
manner that promotes the sale of shares of other Portfolios.  Certain Portfolios
of  the  Trust  may  not  be  available  for  new  or  additional   investments.
Distribution  expenses will be allocated among the Portfolios on different bases
(e.g.,  relative asset size and relative new sales of the Portfolios)  depending
on the nature of the expense and the manner in which the amount of such  expense
is determined.

DESCRIPTION OF SHARES OF THE TRUST: The amendment and restatement of the Trust's
Declaration  of Trust dated  October  31,  1988,  which  governs  certain  Trust
matters,  permits the Trust's  Board of  Trustees to issue  multiple  classes of
shares,  and within  each class,  an  unlimited  number of shares of  beneficial
interest with a par value of $.001 per share.  Each share entitles the holder to
one vote for the  election of  Trustees  and on all other  matters  that are not
specific  to one class of  shares,  and to  participate  equally  in  dividends,
distributions of capital gains and net assets of each applicable Portfolio. Only
shareholders of shares of a specific  Portfolio may vote on matters  specific to
that Portfolio.  Shares of one class may not bear the same economic relationship
to the  Trust as  shares  of  another  class.  In the  event of  dissolution  or
liquidation,  holders of shares of a Portfolio will receive pro rata, subject to
the rights of  creditors,  the  proceeds  of the sale of the assets held in such
Portfolio less the liabilities attributable to such Portfolio. Shareholders of a
Portfolio  will not be liable for the expenses,  obligations or debts of another
Portfolio.

         There are no preemptive or conversion  rights  applicable to any of the
Trust's  shares.  The  Trust's  shares,   when  issued,   will  be  fully  paid,
non-assessable and transferable.  The Trustees may at any time create additional
series of shares without shareholder approval.

         Generally, there will not be annual meetings of shareholders. A Trustee
may, in  accordance  with certain  rules of the SEC, be removed from office when
the  holders of record of not less than  two-thirds  of the  outstanding  shares
either present a written  declaration to the Trust's custodian or vote in person
or by proxy at a meeting called for this purpose. In addition, the Trustees will
promptly call a meeting of shareholders to remove a Trustee(s) when requested to
do so in  writing  by record  holders  of not less  than 10% of the  outstanding
shares.  Finally,  the  Trustees  shall,  in  certain  circumstances,  give such
shareholders  access  to a  list  of  the  names  and  addresses  of  all  other
shareholders  or  inform  them of the  number  of  shareholders  and the cost of
mailing their request.

         Under   Massachusetts   law,    shareholders   could,   under   certain
circumstances,  be held liable for the  obligations of the Trust.  However,  the
Declaration of Trust disclaims  shareholder liability for acts or obligations of
the  Trust  and  requires  that  notice  of such  disclaimer  be  given  in each
agreement, obligation or instrument entered into or executed by the Trust or the
Trustees to all parties,  and each party thereto must expressly waive all rights
of action directly against  shareholders.  The Declaration of Trust provides for
indemnification  out of the  Trust's  property  for all loss and  expense of any
shareholder  of the Trust  held  liable  on  account  of being or having  been a
shareholder. Thus, the risk of a shareholder incurring financial loss on account
of shareholder liability is limited to circumstances in which the Trust would be
unable to meet its obligations  wherein the complaining party was held not to be
bound by the disclaimer.

         The  Declaration of Trust further  provides that the Trustees will have
no personal  liability to any person in  connection  with the Trust  property or
affairs  of the  Trust  except  for that  arising  from his bad  faith,  willful
misfeasance,  gross negligence or reckless disregard of his duty to that person.
All persons must look solely to the Trust property for satisfaction of claims of
any nature  arising in  connection  with the Trust's  affairs.  In general,  the
Declaration of Trust provides for  indemnification  by the Trust of the Trustees
and  officers  of the Trust  except  with  respect to any matter as to which the
Trustee  or officer  acted in bad  faith,  or with  willful  misfeasance,  gross
negligence or reckless disregard of his duties.

UNDERWRITER:  The Trust is presently  used for funding  variable  annuities  and
variable life  insurance.  Pursuant to an exemptive  order of the SEC, the Trust
may also sell its shares directly to qualified plans. If the Trust does sell its
shares to qualified plans other than the profit sharing plan covering  employees
of American Skandia Life Assurance Corporation and its affiliates, it intends to
use American Skandia Marketing, Incorporated ("ASM, Inc.") or another affiliated
broker-dealer  as  underwriter,  if so required by applicable  law. ASM, Inc. is
registered  as a  broker-dealer  with the SEC and the  National  Association  of
Securities  Dealers.  It is an  affiliate  of American  Skandia  Life  Assurance
Corporation  and the  Investment  Manager,  being a  wholly-owned  subsidiary of
American Skandia,  Incorporated. As of the date of this Statement, ASM, Inc. has
not  received  payments  from the  Trust in  connection  with any  brokerage  or
underwriting services provided to the Trust.

TAX MATTERS:  This discussion of federal income tax consequences  applies to the
Participating Insurance Companies and qualified plans because these entities are
the  shareholders  of the Trust.  The Trust  intends  to qualify as a  regulated
investment  company by satisfying  the  requirements  under  Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"),  including  requirements
with respect to diversification of assets, distribution of income and sources of
income.  It is the  Trust's  policy to  distribute  to  shareholders  all of its
investment  income  (net of  expenses)  and any  capital  gains  (net of capital
losses) in accordance with the timing  requirements  imposed by the Code so that
the Trust will satisfy the  distribution  requirement of Subchapter M and not be
subject to federal income taxes or the 4% excise tax.

         Distributions by the Trust of its net investment income and the excess,
if any, of its net short-term  capital gain over its net long-term  capital loss
are taxable to shareholders as ordinary income.  These distributions are treated
as  dividends  for federal  income tax  purposes,  but will  qualify for the 70%
dividends-received  deduction  for  corporate  shareholders  only to the  extent
designated as attributable  to dividends  received by the Trust in a notice from
the  Trust.  Distributions  by the  Trust  of the  excess,  if  any,  of its net
long-term  capital gain over its net  short-term  capital loss are designated as
capital gain  dividends  and are taxable to  shareholders  as long-term  capital
gains, regardless of the length of time the shareholder held his shares.

         Portions  of certain  Portfolio's  investment  income may be subject to
foreign income taxes withheld at source.  The Trust may elect to  "pass-through"
to the  shareholders of such Portfolios these foreign taxes, in which event each
shareholder  will be  required to include  his pro rata  portion  thereof in his
gross  income,  but will be able to deduct or (subject  to various  limitations)
claim a foreign tax credit for such amount.

         Distributions  to  shareholders  are  treated  in the same  manner  for
federal income tax purposes whether received in cash or reinvested in additional
shares of the  Trust.  In  general,  distributions  by the Trust are taken  into
account by the shareholders in the year in which they are made. However, certain
distributions  made  during  January  will be treated as having been paid by the
Trust and received by the  shareholders  on December 31 of the preceding year. A
statement setting forth the federal income tax status of all distributions  made
or deemed made during the year,  including  any amount of foreign  taxes "passed
through,"  will be sent to  shareholders  promptly  after the end of each  year.
Notwithstanding  the foregoing,  distributions by the Trust to certain Qualified
Plans may be exempt from federal income tax.

         Under Code  Section  817(h),  a segregated  asset  account upon which a
variable  annuity  contract or variable life  insurance  policy is based must be
"adequately   diversified."  A  segregated  asset  account  will  be  adequately
diversified if it satisfies one of two  alternative  tests set forth in Treasury
regulations.   For  purposes  of  these  alternative  diversification  tests,  a
segregated asset account investing in shares of a regulated  investment  company
will be entitled to "look-through"  the regulated  investment company to its pro
rata  portion  of  the  regulated  investment  company's  assets,  provided  the
regulated  investment  company  satisfies  certain  conditions  relating  to the
ownership  of  its  shares.   The  Trust  intends  to  satisfy  these  ownership
conditions.  Further,  the Trust intends that each Portfolio  separately will be
adequately diversified. Accordingly, a segregated asset account investing solely
in shares of a Portfolio will be adequately diversified,  and a segregated asset
account  investing in shares of one or more Trust Portfolios and shares of other
adequately diversified funds generally will be adequately diversified.

         The foregoing discussion of federal income tax consequences is based on
tax laws and regulations in effect on the date of this Statement, and is subject
to change by legislative or  administrative  action.  A description of other tax
considerations  generally  affecting the Trust and its  shareholders is found in
the section of the  Prospectus  entitled  "Tax  Matters."  No attempt is made to
present  a  detailed  explanation  of the  tax  treatment  of the  Trust  or its
shareholders.  The  discussion  herein in the  Prospectus  is not  intended as a
substitute for careful tax planning.

PERFORMANCE:  The Portfolios  may measure  performance in terms of total return,
which is calculated for any specified period of time by assuming the purchase of
shares of the  Portfolio at the net asset value at the  beginning of the period.
Quotations of average  annual return for a Portfolio  will be expressed in terms
of the average annual compounded rate of return of a hypothetical  investment in
such  Portfolio  over  periods  of 1, 5,  and 10  years  (up to the  life of the
Portfolio)  and for such other periods as deemed  appropriate  by the Investment
Manager.  These are the  annual  total  rates of return  that  would  equate the
initial amount invested to the ending  redeemable  value.  These rates of return
are  calculated  pursuant to the following  formula:  P(1+T)n = ERV (where P = a
hypothetical initial payment of $1,000, T = the average annual total return, n =
the  number of years and ERV = the  ending  redeemable  value of a  hypothetical
$1,000  payment made at the  beginning of the  period).  Each  dividend or other
distribution  paid by each Portfolio  during such period is assumed to have been
reinvested  at the net asset  value on the  reinvestment  date.  The shares then
owned as a result of this  process  are valued at the net asset value at the end
of the period. The percentage  increase is determined by subtracting the initial
value of the investment  from the ending value and dividing the remainder by the
initial value.  All total return figures reflect the deduction of a proportional
share of Portfolio expenses on an annual basis.

         Each Portfolio's  cumulative  total return shows a Portfolio's  overall
dollar or  percentage  change in value,  including  changes  in share  price and
assuming  each  Portfolio's   dividends  and  capital  gains  distributions  are
reinvested.  An average annual total return reflects the  hypothetical  annually
compounded  return  that would have  produced  the same  cumulative  return if a
Portfolio's  performance  had been  constant  over the  entire  period.  Because
average  annual  returns for more than one year tend to smooth out variations in
each  Portfolio's  return,  investors should recognize that such figures are not
the same as actual year-by-year results. To illustrate the components of overall
performance,  a Portfolio may separate its cumulative and average annual returns
into income results and capital gains or losses. The average annual total return
of each Portfolio that had commenced operations as of June 30, 2000, computed as
of that date,  is shown in the table  below.  Such  performance  information  is
historical and is not intended to indicate future  performance of the Portfolio.
The  performance  information  does not reflect any charges  associated with the
variable insurance  contracts through which Portfolio shares are purchased,  and
would be lower if it did.

<TABLE>
<CAPTION>
Total Return

                                                     Date                                                           Since
                                                  Available     One Year    Three       Five Years      Ten       Inception

                                                   for Sale                   Years                    Years

------------------------------------------------ ------------- ------------ ----------- ------------ ----------- ------------
<S>                            <C>                 <C>   <C>      <C>          <C>         <C>          <C>         <C>
AST Founders Passport Portfolio(1)                 05/02/95       58.18%       21.80%      17.30%       N/A         17.06%
AST AIM Internat'l Equity Portfolio(2)             05/17/89       33.65%       21.36%      20.38%       12.43%      14.59%
AST Janus Overseas Growth Portfolio                01/02/97       60.76%       28.06%      N/A          N/A         29.05%
AST American Century Internat'l Growth             01/02/97       43.90%       22.26%      N/A          N/A         23.87%
Portfolio
AST   American   Century    Internat'l   Growth    01/04/94       18.08%       8.13%       11.34%       N/A         8.65%
Portfolio II(3)
AST MFS Global Equity Portfolio*                   10/18/99      N/A           N/A         N/A          N/A         11.28%
AST Janus Small-Cap Growth Portfolio(4)            01/04/94      54.79%        30.07%      24.01%       N/A         22.59%
AST Kemper Small-Cap Growth Portfolio              01/04/99      67.76%        N/A         N/A          N/A         38.54%
AST Lord Abbett Small Cap Value Portfolio          01/02/98       9.95%        N/A         N/A          N/A         8.13%
AST Gabelli Small-Cap Value Portfolio(5)           01/02/97       6.96%        4.99%       N/A          N/A         8.19%
AST Janus Mid-Cap Growth Portfolio*                05/01/00       N/A          N/A         N/A          N/A         1.70%
AST Neuberger Berman Mid-Cap Growth                10/20/94       65.81%       31.24%      25.78%       N/A         24.37%
Portfolio(6)

AST Neuberger Berman Mid-Cap Value Portfolio(7)    05/04/93       -1.15%       7.85%       11.67%       N/A         9.64%
AST Alger All-Cap Growth Portfolio*                01/03/00       N/A          N/A         N/A          N/A         -12.30%
AST T. Rowe Price Natural Resources Portfolio      05/02/95       9.84%        5.80%       12.57%       N/A         12.32%
AST Alliance Growth Portfolio(8)                   05/02/96       38.00%       23.22%      N/A          N/A         23.08%
AST MFS Growth Portfolio*                          10/18/99       N/A          N/A         N/A          N/A         16.63%
AST Marsico Capital Growth Portfolio               12/22/97       25.21%       N/A         N/A          N/A         32.15%
AST JanCap Growth Portfolio                        11/06/92       21.02%       37.86%      35.30%       N/A         26.92%



AST Cohen & Steers Realty Portfolio                01/02/98       4.80%        N/A         N/A          N/A         -2.04%

AST  Sanford   Bernstein   Managed   Index  500    01/02/98       6.04%        N/A         N/A          N/A         17.98%
Portfolio(9)

AST American Century Income & Growth               01/02/97       3.49%        12.50%      N/A          N/A         14.90%
Portfolio(10)
AST Alliance Growth and Income Portfolio(11)       05/01/92       -0.83%       10.82%      15.62%       N/A         14.42%
AST MFS Growth with Income Portfolio*              10/18/99       N/A          N/A         N/A          N/A         6.31%
AST INVESCO Equity Income Portfolio                01/04/94       2.93%        11.79%      15.91%       N/A         14.16%
AST AIM Balanced Portfolio(12)                     05/04/93       15.53%       14.01%      15.50%       N/A         12.83%
AST American Century Strategic Balanced            01/02/97       6.63%        13.65%      N/A          N/A         13.65%
Portfolio
AST T. Rowe Price Asset Allocation Portfolio       01/04/94       6.59%        12.13%      13.86%       N/A         12.71%
AST T. Rowe Price Global Bond Portfolio(13)        05/03/94       -1.68%       0.19%       1.70%        N/A         1.81%
AST Federated High Yield Portfolio                 01/04/94       -2.92%       3.09%       7.23%        N/A         6.75%
AST PIMCO Total Return Bond Portfolio              01/04/94       4.35%        6.28%       6.59%        N/A         6.24%
AST PIMCO Limited Maturity Bond Portfolio          05/02/95       4.88%        5.43%       5.53%        N/A         5.46%
</TABLE>

* Returns for these Portfolios are not annualized.

(1) Prior to October 15, 1996,  Seligman  Henderson Co. served as Sub-advisor to
the Portfolio.  The performance information provided in the above chart reflects
that of the  Portfolio  for  periods  during  part of which  the  Portfolio  was
sub-advised by the prior Sub-advisor.

(2) Prior to October 15, 1996,  Seligman  Henderson Co. served as Sub-advisor to
the  Portfolio.  From  October  15,  1996  to May  3,  1999,  Putnam  Investment
Management,  Inc.  served  as  Sub-advisor  to the  Portfolio.  The  performance
information  provided  in the above chart  reflects  that of the  Portfolio  for
periods  during  part of  which  the  Portfolio  was  sub-advised  by the  prior
Sub-advisors.

(3) Prior to May 1,  2000,  Rowe  Price-Fleming  International,  Inc.  served as
Sub-advisor to the Portfolio.  The performance information provided in the above
chart  reflects  that of the  Portfolio  for  periods  during  part of which the
Portfolio was sub-advised by the prior Sub-advisor.

(4)  Prior  to  January  1,  1999,  Founders  Asset  Management  LLC  served  as
Sub-advisor to the Portfolio.  The performance information provided in the above
chart  reflects  that of the  Portfolio  for  periods  during  part of which the
Portfolio was sub-advised by the prior Sub-advisor.

(5)  Prior to  October  13,  2000,  T. Rowe  Price  Associates,  Inc.  served as
Sub-advisor to the Portfolio.  The performance information provided in the above
chart  reflects that of the Portfolio for periods during which the Portfolio was
sub-advised by the prior Sub-advisor.

(6) Prior to May 1, 1998, Berger  Associates,  Inc. served as Sub-advisor to the
Portfolio. The performance information provided in the above chart reflects that
of the Portfolio for periods during part of which the Portfolio was  sub-advised
by the  prior  Sub-advisor.

(7) Prior to May 1, 1998, Federated Investment  Counseling served as Sub-advisor
to the  Portfolio.  The  performance  information  provided  in the above  chart
reflects that of the  Portfolio  for periods  during part of which the Portfolio
was sub-advised by the prior Sub-advisor.

(8) Prior to  December  31,  1998,  Robertson,  Stephens  &  Company  Investment
Management L.P.  served as Sub-advisor to the Portfolio.  From December 31, 1999
to  April  30,  2000,  OppenheimerFunds,  Inc.  served  as  Sub-advisor  to  the
Portfolio. The performance information provided in the above chart reflects that
of the Portfolio for periods during part of which the Portfolio was  sub-advised
by the prior  Sub-advisors.

(9) Prior to May 1, 2000,  Bankers Trust Company  served as  Sub-advisor  to the
Portfolio. The performance information provided in the above chart reflects that
of the Portfolio for periods during part of which the Portfolio was  sub-advised
by the prior Sub-advisor.

(10)  Prior  to May 4,  1999,  Putnam  Investment  Management,  Inc.  served  as
Sub-advisor to the Portfolio.  The performance information provided in the above
chart  reflects  that of the  Portfolio  for  periods  during  part of which the
Portfolio was sub-advised by the prior Sub-advisor.

(11) Prior to May 1, 2000, Lord, Abbett & Co., Inc. served as Sub-advisor to the
Portfolio. The performance information provided in the above chart reflects that
of the Portfolio for periods during part of which the Portfolio was  sub-advised
by the prior Sub-advisor.

(12) Prior to October 15,  1996,  Phoenix  Investment  Counsel,  Inc.  served as
Sub-advisor  to the  Portfolio.  From  October 15,  1996 to May 3, 1999,  Putnam
Investment  Management  served as Sub-advisor to the Portfolio.  The performance
information  provided  in the above chart  reflects  that of the  Portfolio  for
periods  during  part of  which  the  Portfolio  was  sub-advised  by the  prior
Sub-advisors.

(13) Prior to May 1, 1996, Scudder,  Stevens & Clark, Inc. served as Sub-advisor
to the  Portfolio.  The  performance  information  provided  in the above  chart
reflects that of the  Portfolio  for periods  during part of which the Portfolio
was sub-advised by the prior Sub-advisor.

         The  Portfolios may also measure  performance  in terms of yield.  Each
Portfolio's  yield  shows  the  rate  of  income  the  Portfolio  earns  on  its
investments  as a percentage  of the  Portfolio's  share price.  Quotations of a
Portfolio's  yield (other than the AST Money Market  Portfolio) are based on the
investment  income per share earned during a particular 30-day period (including
dividends, if any, and interest),  less expenses accrued during the period ("net
investment  income"),  and are computed by dividing net investment income by the
net  asset  value  per  share on the last day of the  period,  according  to the
following formula:

                            YIELD = 2[(a-b + 1)6 -1]
                                       ---
                                       cd

where:   a = dividend and interest income
         b = expenses accrued for the period
         c = average daily number of shares  outstanding  during the period that
         were  entitled  to receive  dividends  d = maximum  net asset value per
         share on the last day of the period

         For the  Portfolio's  investments  denominated  in foreign  currencies,
income and expenses  are  calculated  in their  respective  currencies  and then
converted to U.S. dollars.  Yields are calculated  according to methods that are
standardized  for all stock and bond funds.  Because yield  calculation  methods
differ  from the  method  used for  other  accounting  purposes  (for  instance,
currency  gains  and  losses  are not  reflected  in the yield  calculation),  a
Portfolio's yield may not equal the income paid to shareholders' accounts or the
income reported in the Portfolio's financial statements.

         The AST Money Market  Portfolio yield refers to the income generated by
an investment in the Portfolio  over a seven-day  period  expressed as an annual
percentage  rate.  Such  Portfolio  also may  calculate  an  effective  yield by
compounding the base period return over a one-year  period.  The effective yield
will be slightly higher than the yield because of the compounding effect on this
assumed reinvestment.

         The current yield and effective  yield  calculations  for shares of the
AST Money Market  Portfolio are illustrated for the seven-day  period ended June
30, 2000:

                           Current Yield              Effective Yield
                           -------------              ---------------
                               5.75%                       5.92%

         Such  Portfolio's  total  return  is based  on the  overall  dollar  or
percentage  change  in  value  of a  hypothetical  investment  in the  Portfolio
assuming dividend distributions are reinvested.

         The  Portfolios  impose no sales or other charges that would impact the
total return or yield computations. Portfolio performance figures are based upon
historical  results and are not  intended to indicate  future  performance.  The
investment  return and principal value of an investment in any of the Portfolios
will fluctuate so that an investor's shares, when redeemed, may be worth more or
less than their original cost.

         Yield and total returns quoted from the  Portfolios  include the effect
of deducting each Portfolio's expenses, but may not include charges and expenses
attributable  to  any  particular  insurance  product.  Because  shares  of  the
Portfolios may be purchased through variable insurance contracts, the prospectus
of the  Participating  Insurance  Company  sponsoring  such  contract  should be
carefully  reviewed for information on relevant charges and expenses.  Excluding
these charges from quotations of each Portfolio's  performance has the effect of
increasing  the  performance  quoted.  The  effect  of these  charges  should be
considered  when  comparing a  Portfolio's  performance  to that of other mutual
funds. In advertising and sales literature, these figures will be accompanied by
figures that reflect the applicable contract charges.

         From time to time in advertisements  or sales material,  the Portfolios
(or Participating  Insurance Companies) may discuss their performance ratings or
other  information as published by recognized  mutual fund statistical or rating
services,   such  as  Lipper  Analytical  Services,   Inc.,  Morningstar  or  by
publications of general  interest,  such as Forbes or Money.  The Portfolios may
also compare their  performance to that of other selected  mutual funds,  mutual
fund averages or recognized  stock market  indicators,  including the Standard &
Poor's  500  Stock  Index,  the  Standard  & Poor  Midcap  Index,  the Dow Jones
Industrial Average, the Russell 2000 and the NASDAQ composite.  In addition, the
Portfolios may compare their total return or yield to the yield on U.S. Treasury
obligations  and to the percentage  change in the Consumer Price Index.  Each of
the  AST  Janus  Overseas  Growth  Portfolio,  AST T.  Rowe  Price  Global  Bond
Portfolio,  AST Founders Passport Portfolio,  AST American Century International
Growth Portfolio, AST American Century International Growth Portfolio II and AST
AIM International  Equity Portfolio may compare its performance to the record of
global market  indicators such as Morgan Stanley Capital  International  Europe,
Australia,  Far East Index (EAFE Index),  an unmanaged  index of foreign  common
stock  prices  translated  into  U.S.  dollars.   Such  performance  ratings  or
comparisons  may  be  made  with  funds  that  may  have  different   investment
restrictions,  objectives,  policies or techniques  than the Portfolios and such
other funds or market  indicators  may be  comprised of  securities  that differ
significantly from the Portfolios' investments.

CUSTODIAN:

         The custodian for all cash and securities  holdings of the AST Founders
Passport Portfolio,  AST Scudder Japan Portfolio,  AST AIM International  Equity
Portfolio,   AST  Janus  Overseas  Growth   Portfolio,   AST  American   Century
International  Growth  Portfolio,  AST  American  Century  International  Growth
Portfolio II, AST MFS Global Equity  Portfolio and AST T. Rowe Price Global Bond
Portfolio is The Chase Manhattan Bank, One Pierrepont,  Brooklyn,  New York. The
custodian for all cash and securities  holdings of the other  Portfolios is PFPC
Trust  Company,  Airport  Business  Center,  International  Court 2, 200 Stevens
Drive,  Philadelphia,  Pennsylvania  19113.  For  these  Portfolios,  The  Chase
Manhattan  Bank will serve as  co-custodian  with respect to foreign  securities
holdings.

OTHER INFORMATION:


         Principal  Holders:  As of  October  2,  2000,  more  than  99% of each
Portfolio  was owned of record by American  Skandia Life  Assurance  Corporation
("ASLAC")  on behalf of the  owners of  variable  insurance  products  issued by
ASLAC. As of October 2, 2000, the amount of shares of the Trust owned by the ten
persons who were the  officers  and  directors of the Trust at that time and who
are shown as such in the section of this Statement  entitled  "Management,"  was
less than one percent of the shares.  To the  knowledge of the Trust,  no person
owned  beneficially more than 5% of any class of the Trust's  outstanding shares
as of October 2, 2000.


         The Participating  Insurance Companies are not obligated to continue to
invest in shares of any Portfolio under all circumstances.  Variable annuity and
variable life insurance policy holders should refer to the prospectuses for such
products for a  description  of the  circumstances  in which such a change might
occur.

         Reports to Holders:  Holders of variable annuity  contracts or variable
life insurance  policies issued by Participating  Insurance  Companies for which
shares  of  the  Trust  are  the  investment   vehicle  will  receive  from  the
Participating  Insurance Companies,  unaudited  semi-annual financial statements
and audited year-end financial statements. Participants in the Skandia Qualified
Plan may request such  information  from the plan's  trustees.  Each report will
show the investments owned by the Trust and the market values of the investments
and will provide other information about the Trust and its operations.


FINANCIAL  STATEMENTS:  The  statements  which  follow  in  Appendix  A of  this
Statement of Additional  Information  are Audited  Financial  Statements for the
Trust for the year ended  December  31,  1999,  as well as  Unaudited  Financial
Statements  for the period  ending June 30, 2000.  To the extent and only to the
extent that any  statement in a document  incorporated  by  reference  into this
Statement is modified or  superseded  by a statement  in this  Statement or in a
later-filed document,  such statement is hereby deemed so modified or superseded
and not part of this Statement.


        You may  obtain,  without  charge,  a copy  of any or all the  documents
incorporated  by reference  in this  Statement,  including  any exhibits to such
documents which have been specifically  incorporated by reference.  We send such
documents  upon receipt of your  written or oral  request.  Please  address your
request to American Skandia Trust, P.O. Box 883, Shelton, Connecticut,  06484 or
call (203) 926-1888.


<PAGE>








           APPENDIX A FINANCIAL STATEMENTS FOR AMERICAN SKANDIA TRUST


<PAGE>


                                         AMERICAN SKANDIA TRUST
                                        SCHEDULES OF INVESTMENTS
                                        JUNE 30, 2000 (UNAUDITED)

                                 AST AIM INTERNATIONAL EQUITY PORTFOLIO
                                AST ALLIANCE GROWTH AND INCOME PORTFOLIO
                                       AST JANCAP GROWTH PORTFOLIO
                                       AST MONEY MARKET PORTFOLIO
                              AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO
                                       AST AIM BALANCED PORTFOLIO
                                   AST FEDERATED HIGH YIELD PORTFOLIO
                              AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
                                  AST PIMCO TOTAL RETURN BOND PORTFOLIO
                                   AST INVESCO EQUITY INCOME PORTFOLIO
                                  AST JANUS SMALL-CAP GROWTH PORTFOLIO
                                AST AMERICAN CENTURY INTERNATIONAL GROWTH
                                              PORTFOLIO II
                                 AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
                              AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
                                     AST FOUNDERS PASSPORT PORTFOLIO
                              AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
                                AST PIMCO LIMITED MATURITY BOND PORTFOLIO
                                      AST ALLIANCE GROWTH PORTFOLIO
                                   AST JANUS OVERSEAS GROWTH PORTFOLIO
                             AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
                            AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
                                AST AMERICAN CENTURY INTERNATIONAL GROWTH
                                                PORTFOLIO
                             AST T. ROWE PRICE SMALL COMPANY VALUE PORTFOLIO
                                  AST MARSICO CAPITAL GROWTH PORTFOLIO
                                   AST COHEN & STEERS REALTY PORTFOLIO
                                AST LORD ABBETT SMALL CAP VALUE PORTFOLIO
                            AST SANFORD BERNSTEIN MANAGED INDEX 500 PORTFOLIO
                                  AST KEMPER SMALL-CAP GROWTH PORTFOLIO
                                     AST MFS GLOBAL EQUITY PORTFOLIO
                                        AST MFS GROWTH PORTFOLIO
                                  AST MFS GROWTH WITH INCOME PORTFOLIO
                                   AST ALGER ALL-CAP GROWTH PORTFOLIO
                                   AST JANUS MID-CAP GROWTH PORTFOLIO
<PAGE>

AST AIM INTERNATIONAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
FOREIGN STOCK -- 90.1%
AUSTRALIA -- 1.1%
    AMP Ltd...........................    255,000   $  2,602,822
    Brambles Industries Ltd...........     73,400      2,262,421
    Cable & Wireless Optus Ltd.*......    580,000      1,734,254
    Telstra Corp......................    907,000      2,069,409
                                                    ------------
                                                       8,668,906
                                                    ------------
BELGIUM -- 0.2%
    Tele Centro Sul Participacoes SA
      [ADR]...........................     19,203      1,403,019
                                                    ------------
BRAZIL -- 1.0%
    Embartel Participacoes SA [ADR]...     90,500      2,138,063
    Petroleo Brasileiro SA*...........    143,000      4,320,241
    Telecomunicacoes de Sao Paulo SA
      [ADR]...........................     54,000        999,000
                                                    ------------
                                                       7,457,304
                                                    ------------
CANADA -- 8.8%
    Bombardier, Inc. Cl-B.............    425,065     11,532,672
    C-Mac Industries, Inc.*...........    147,800      6,982,661
    Celestica, Inc.*..................    154,000      7,493,841
    Mitel Corp.*......................    156,100      3,255,441
    Nortel Networks Corp. NY Reg.*....    332,600     22,699,951
    Rogers Communications, Inc.
      Cl-B*...........................    266,000      7,531,164
    Shaw Communications, Inc. Cl-B....    277,400      6,833,573
                                                    ------------
                                                      66,329,303
                                                    ------------
DENMARK -- 1.5%
    Novo-Nordisk AS Cl-B..............     45,150      7,716,312
    Vestas Wind Systems AS............     99,900      3,684,239
                                                    ------------
                                                      11,400,551
                                                    ------------
FINLAND -- 3.0%
    Nokia AB Oyj......................    436,584     22,369,071
                                                    ------------
FRANCE -- 14.0%
    Alcatel Corp......................    132,500      8,725,796
    Altran Technologies SA............     53,100     10,439,810
    AXA SA............................     74,447     11,775,072
    Banque National de Paris..........    133,627     12,911,811
    Legrand SA........................     32,525      7,326,855
    M6 Metropole Television...........     28,800      1,755,828
    Peugeot Citroen SA................     26,600      5,359,778
    Pinault-Printemps Redoute SA......     32,500      7,249,569
    Societe Generale..................    121,200      7,319,402
    Societe Television Francaise......    115,170      8,059,250
    STMicroelectronics NV.............    186,250     11,783,455
    Total Fina SA Cl-B*...............     86,600     13,332,016
                                                    ------------
                                                     106,038,642
                                                    ------------
GERMANY -- 4.8%
    Epcos AG*.........................     81,300      8,276,515
    Infineon Technologies AG [ADR]*...     85,300      6,982,956
    Intershop Communications AG.......      4,500      2,066,238
    Marschollek, Lautenschlaeger und
      Partner AG Pfd. ................      3,400      1,693,156
    Porsche AG Pfd. ..................      1,900      5,163,439
    Siemens AG........................     78,200     11,753,988
                                                    ------------
                                                      35,936,292
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
HONG KONG -- 3.5%
    China Telecom Ltd.................  1,761,000   $ 15,531,531
    Dao Heng Bank Group Ltd...........    728,000      3,222,053
    Hutchison Whampoa Ltd.............    589,600      7,412,524
                                                    ------------
                                                      26,166,108
                                                    ------------
ITALY -- 1.1%
    Gruppo Editoriale L'Espresso......     97,000      1,245,044
    Telecom Italia Mobile SPA.........    671,000      6,882,381
                                                    ------------
                                                       8,127,425
                                                    ------------
JAPAN -- 16.8%
    Advantest Corp....................     44,100      9,857,752
    DDI Corp. ........................        655      6,314,655
    Hirose Electric Co. Ltd...........     44,500      6,944,088
    Hoya Corp.........................     51,000      4,579,330
    Matsushita Communication
      Industrial Co. Ltd..............     37,000      4,329,428
    Mitsumi Electric Co. Ltd..........        700         25,803
    Murata Manufacturing Co. Ltd......     47,000      6,761,151
    NEC Corp..........................    390,000     12,274,872
    Nippon Telegraph & Telephone
      Corp. ..........................        473      6,303,596
    NTT Data Corp.....................        373      3,842,762
    NTT Mobile Communication Network,
      Inc.............................        273      7,405,471
    Ricoh Co. Ltd.....................    217,000      4,604,518
    Rohm Co. Ltd......................     19,000      5,567,028
    Sanix, Inc........................     50,400      2,667,637
    Sanyo Electric Co.................  1,355,000     12,217,879
    Sharp Corp. ......................    171,000      3,030,439
    Sony Corp.........................     62,000      5,801,429
    Takeda Chemical Industries Ltd....    120,000      7,894,027
    Tokyo Electron Ltd................     69,000      9,469,430
    Trend Micro, Inc.*................     42,800      7,079,294
                                                    ------------
                                                     126,970,589
                                                    ------------
KOREA -- 2.5%
    Korea Telecom Corp. [ADR].........     86,200      4,169,925
    LG Chemical Ltd...................    113,000      2,260,024
    Pohang Iron & Steel Co. Ltd.
      [ADR]...........................    140,600      3,374,400
    Samsung Electronics Co. ..........     28,200      9,332,654
                                                    ------------
                                                      19,137,003
                                                    ------------
MEXICO -- 3.6%
    Cifra SA de CV Cl-C*..............  1,656,800      3,820,851
    Coca-Cola Femsa SA [ADR]..........    148,503      2,802,994
    Fomento Economico Mexicano
      SA de CV [ADR]..................    126,400      5,443,100
    Grupo Modelo SA de CV Cl-C*.......    830,000      1,926,764
    Grupo Televisa SA [GDR]...........    100,100      6,900,644
    Kimberly-Clark de Mexico SA
      Cl-A*...........................    363,000      1,032,592
    Telefonos de Mexico
      SA Cl-L [ADR]...................     94,226      5,382,660
                                                    ------------
                                                      27,309,605
                                                    ------------
NETHERLANDS -- 3.6%
    ASM Lithography Holding NV*.......    128,300      5,536,873
    Koninklijke (Royal) Philips
      Electronics NV..................    315,536     14,941,984
    VNU NV............................    122,700      6,363,181
                                                    ------------
                                                      26,842,038
                                                    ------------
</TABLE>


<PAGE>
AST AIM INTERNATIONAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
SINGAPORE -- 1.5%
    Chartered Semiconductor
      Manufacturing Ltd. [ADR]*.......     21,600   $  1,944,000
    Datadraft Asia Ltd................    268,840      2,365,792
    DBS Group Holdings Ltd............    267,675      3,436,931
    Keppel Corp. Ltd..................    748,000      1,618,018
    Singapore Press Holdings Ltd......    141,000      2,201,876
                                                    ------------
                                                      11,566,617
                                                    ------------
SPAIN -- 1.5%
    Telefonica SA*....................    508,887     10,975,803
                                                    ------------
SWEDEN -- 3.6%
    Ericsson, (L.M.) Telephone Co.
      Cl-B............................    725,200     14,428,394
    Netcom AB Cl-B....................    128,500      9,537,814
    OM Gruppen AB.....................     71,000      3,189,476
                                                    ------------
                                                      27,155,684
                                                    ------------
SWITZERLAND -- 6.9%
    ABB AG............................     96,870     11,631,644
    Adecco SA.........................     13,825     11,783,902
    Compagnie Financiere Richemont AG
      Cl-A Units......................      3,810     10,297,804
    Kudelski SA*......................        190      2,397,683
    Serono SA Cl-B....................      8,640      7,226,257
    Zurich Allied AG..................     18,400      9,120,395
                                                    ------------
                                                      52,457,685
                                                    ------------
TAIWAN -- 1.1%
    Far Eastern Textile Ltd. [GDR]
      144A............................    165,000      2,070,750
    Taiwan Semiconductor Manufacturing
      Co. Ltd. [ADR]*.................    168,924      6,545,823
                                                    ------------
                                                       8,616,573
                                                    ------------
THAILAND -- 0.1%
    Siam Commercial Bank..............  1,860,000        948,405
                                                    ------------
UNITED KINGDOM -- 9.9%
    ARM Holdings PLC*.................    751,500      8,054,833
    British Petroleum Co. PLC.........    548,000      5,259,738
    Capita Group PLC..................    352,800      8,636,403
    CMG PLC...........................    413,200      5,862,117
    Dialog Semiconductor PLC..........     25,000      1,318,060
    Logica PLC........................    128,400      3,040,157
    Marconi PLC.......................    607,400      7,908,016
    Pace Micro Technology PLC.........    292,000      4,221,633
    Shell Transport & Trading Co.
      PLC.............................  1,345,700     11,235,389
    Vodafone AirTouch PLC.............  2,589,812     10,468,243
    WPP Group PLC.....................    617,338      9,018,714
                                                    ------------
                                                      75,023,303
                                                    ------------
TOTAL FOREIGN STOCK
  (Cost $523,936,596).................               680,899,926
                                                    ------------

<CAPTION>
                                           PAR
                                          (000)        VALUE
                                          -----        -----
<S>                                     <C>         <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 9.0%
    Federal National Mortgage Assoc.
      6.57%, 07/03/00
    (Cost $68,117,128)................  $  68,142   $ 68,117,128
                                                    ------------
<CAPTION>
                                         SHARES
                                         ------
<S>                                     <C>         <C>
U.S. STOCK -- 0.6%
INTERNET SERVICES -- 0.1%
    Crayfish Co. Ltd.*................    161,000      1,127,000
                                                    ------------
OIL & GAS -- 0.3%
    Gulf Indonesia Resources Ltd.*....    216,000      1,728,000
                                                    ------------
TELECOMMUNICATIONS -- 0.2%
    360 Networks, Inc.*...............     91,000      1,387,750
                                                    ------------
TOTAL U.S. STOCK
  (Cost $10,795,050)..................                 4,242,750
                                                    ------------
TOTAL INVESTMENTS -- 99.7%
  (Cost $602,848,774).................               753,259,804
OTHER ASSETS LESS
  LIABILITIES -- 0.3%.................                 2,335,013
                                                    ------------
NET ASSETS -- 100.0%..................              $755,594,817
                                                    ============
</TABLE>

The following is a breakdown of the foreign stock portion of the Portfolio, by
industry classification, as of June 30, 2000. Percentages are based on net
assets.

<TABLE>
<CAPTION>
INDUSTRY
- --------
<S>                                                    <C>
Advertising........................................     1.2%
Automobile Manufacturers...........................     1.4%
Beverages..........................................     0.6%
Broadcasting.......................................     5.4%
Building Materials.................................     0.4%
Business Services..................................     9.0%
Chemicals..........................................     0.3%
Computer Services & Software.......................     3.1%
Consumer Products & Services.......................     2.4%
Electronic Components & Equipment..................    15.8%
Financial-Bank & Trust.............................     3.1%
Financial Services.................................     1.2%
Healthcare Services................................     0.6%
Industrial Products................................     1.6%
Insurance..........................................     3.1%
Office Equipment...................................     0.6%
Oil & Gas..........................................     4.5%
Paper & Forest Products............................     0.1%
Pharmaceuticals....................................     3.0%
Retail & Merchandising.............................     1.5%
Semiconductors.....................................     6.8%
Telecommunications.................................    24.4%
                                                       ----
Total..............................................    90.1%
                                                       ====
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, this security amounted
        to 0.3% of net assets.

See Notes to Financial Statements.


<PAGE>

AST ALLIANCE GROWTH AND INCOME PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
COMMON STOCK -- 97.8%
AEROSPACE -- 1.3%
    Honeywell International,
      Inc. ........................     550,000   $   18,528,125
                                                  --------------
AIRLINES -- 2.3%
    Continental Airlines, Inc.
      Cl-B*........................     250,000       11,749,999
    Delta Air Lines, Inc. .........     225,000       11,376,563
    UAL Corp. .....................     175,000       10,182,813
                                                  --------------
                                                      33,309,375
                                                  --------------
BEVERAGES -- 2.5%
    Pepsi Bottling Group, Inc. ....   1,250,000       36,484,375
                                                  --------------
BROADCASTING -- 1.0%
    Clear Channel Communications,
      Inc.*........................     200,000       15,000,000
                                                  --------------
BUILDING MATERIALS -- 1.7%
    Masco Corp. ...................     900,000       16,256,250
    U.S. Industries, Inc. .........     700,000        8,487,500
                                                  --------------
                                                      24,743,750
                                                  --------------
BUSINESS SERVICES -- 3.9%
    First Data Corp. ..............   1,150,000       57,068,750
                                                  --------------
CHEMICALS -- 3.6%
    Dow Chemical Co. ..............     675,000       20,376,563
    Eastman Chemical Co. ..........     225,000       10,743,750
    Lyondell Chemical Co. .........     500,000        8,375,000
    Solutia, Inc. .................   1,000,000       13,750,000
                                                  --------------
                                                      53,245,313
                                                  --------------
CLOTHING & APPAREL -- 0.6%
    Limited, Inc. .................     400,000        8,650,000
                                                  --------------
COMPUTER HARDWARE -- 2.2%
    Compaq Computer Corp. .........     650,000       16,615,625
    Gateway, Inc.*.................     275,000       15,606,250
                                                  --------------
                                                      32,221,875
                                                  --------------
COMPUTER SERVICES & SOFTWARE -- 2.5%
    Computer Sciences Corp.*.......     211,300       15,781,469
    Electronic Data Systems
      Corp. .......................     500,000       20,624,999
    Unisys Corp.*..................           1               15
                                                  --------------
                                                      36,406,483
                                                  --------------
CONGLOMERATES -- 10.0%
    Philip Morris Companies,
      Inc. ........................   1,200,000       31,875,000
    Tyco International Ltd. .......   1,250,000       59,218,749
    United Technologies Corp. .....   1,000,000       58,875,000
                                                  --------------
                                                     149,968,749
                                                  --------------
ELECTRONIC COMPONENTS &
  EQUIPMENT -- 1.5%
    Solectron Corp.*...............     275,000       11,515,625
    Texas Instruments, Inc. .......     150,000       10,303,125
                                                  --------------
                                                      21,818,750
                                                  --------------
ENERGY SERVICES -- 0.8%
    Dynegy, Inc. ..................     175,000       11,954,688
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
ENTERTAINMENT & LEISURE -- 3.4%
    Mattel, Inc. ..................     600,000   $    7,912,500
    Royal Caribbean Cruises
      Ltd. ........................     400,000        7,400,000
    Time Warner, Inc. .............     280,976       21,354,176
    Viacom, Inc. Cl-B*.............     200,000       13,637,500
                                                  --------------
                                                      50,304,176
                                                  --------------
FINANCIAL-BANK & TRUST -- 7.8%
    Bank of America Corp. .........   1,000,000       43,000,000
    Bank One Corp. ................     600,000       15,937,500
    Chase Manhattan Corp. .........   1,250,000       57,578,125
                                                  --------------
                                                     116,515,625
                                                  --------------
FINANCIAL SERVICES -- 8.2%
    Associates First Capital Corp.
      Cl-A.........................   1,650,000       36,815,625
    CIT Group......................     500,000        8,125,000
    Fleet Financial Group, Inc. ...     250,000        8,500,000
    Household International,
      Inc. ........................   1,150,000       47,796,875
    Morgan Stanley Dean Witter &
      Co. .........................     125,000       10,406,250
    Wells Fargo & Co. .............     275,000       10,656,250
                                                  --------------
                                                     122,300,000
                                                  --------------
FOOD -- 4.7%
    Archer Daniels Midland Co. ....     400,000        3,925,000
    Kroger Co.*....................   3,000,000       66,187,500
                                                  --------------
                                                      70,112,500
                                                  --------------
HEALTHCARE SERVICES -- 4.8%
    HCA - The Healthcare Corp. ....     300,000        9,112,500
    Tenet Healthcare Corp. ........   2,000,000       54,000,000
    United HealthGroup, Inc. ......     100,000        8,575,000
                                                  --------------
                                                      71,687,500
                                                  --------------
INSURANCE -- 2.4%
    Ace Ltd. ......................     850,000       23,800,000
    MGIC Investment Corp. .........     250,000       11,375,000
                                                  --------------
                                                      35,175,000
                                                  --------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.7%
    Abbott Laboratories............     550,000       24,509,375
                                                  --------------
METALS & MINING -- 1.5%
    Alcoa, Inc. ...................     750,000       21,750,000
                                                  --------------
OIL & GAS -- 8.3%
    BP Amoco PLC [ADR].............     400,000       22,625,000
    Coastal Corp. .................     150,000        9,131,250
    Exxon Mobil Corp. .............     175,000       13,748,438
    Kerr-McGee Corp. ..............     400,000       23,575,000
    Repsol SA [ADR]................     500,000        9,906,250
    Total Fina Elf SA [ADR]........     125,000        9,625,000
    Transocean Sedco Forex,
      Inc. ........................     200,000       10,687,500
    USX-Marathon Group, Inc. ......   1,000,000       25,062,500
                                                  --------------
                                                     124,360,938
                                                  --------------
PAPER & FOREST PRODUCTS -- 0.6%
    International Paper Co. .......     300,000        8,943,750
                                                  --------------
</TABLE>


<PAGE>
AST ALLIANCE GROWTH AND INCOME PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
PHARMACEUTICALS -- 4.8%
    Pharmacia Corp. ...............     700,000   $   36,181,250
    Schering-Plough Corp...........     700,000       35,350,000
                                                  --------------
                                                      71,531,250
                                                  --------------
PRINTING & PUBLISHING -- 2.8%
    Belo, (A.H.) Corp. Cl-A........     700,000       12,118,750
    Gannett Co., Inc...............     500,000       29,906,250
                                                  --------------
                                                      42,025,000
                                                  --------------
RAILROADS -- 1.0%
    Burlington Northern
      Santa Fe Corp. ..............     300,000        6,881,250
    Union Pacific Corp.............     200,000        7,437,500
                                                  --------------
                                                      14,318,750
                                                  --------------
RETAIL & MERCHANDISING -- 0.9%
    Circuit City Stores, Inc.......     400,000       13,275,000
                                                  --------------
SEMICONDUCTORS -- 1.7%
    Atmel Corp.*...................     150,000        5,531,250
    Fairchild Semiconductor
      Corp.*.......................     250,000       10,125,000
    Micron Technology, Inc.*.......     100,000        8,806,250
                                                  --------------
                                                      24,462,500
                                                  --------------
TELECOMMUNICATIONS -- 7.3%
    AT&T Corp......................     660,000       20,872,500
    Bell Atlantic Corp.*...........     200,000       10,162,500
    Comcast Corp. Cl-A*............     500,000       20,250,000
    SBC Communications, Inc........     225,000        9,731,250
    Sprint Corp. (FON Group).......     650,000       33,150,000
    WorldCom, Inc.*................     300,000       13,762,500
                                                  --------------
                                                     107,928,750
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
TRANSPORTATION -- 0.5%
    United Parcel Service, Inc.
      Cl-B.........................     125,000   $    7,375,000
                                                  --------------
UTILITIES -- 1.5%
    AES Corp.*.....................     250,000       11,406,250
    Duke Energy Corp...............     200,000       11,275,000
                                                  --------------
                                                      22,681,250
                                                  --------------
TOTAL COMMON STOCK
  (Cost $1,416,896,148)............                1,448,656,597
                                                  --------------
SHORT-TERM INVESTMENTS -- 1.6%
    Temporary Investment Cash
      Fund.........................  11,638,089       11,638,089
    Temporary Investment Fund......  11,638,088       11,638,088
                                                  --------------
    (Cost $23,276,177).............                   23,276,177
                                                  --------------
TOTAL INVESTMENTS -- 99.4%
  (Cost $1,440,172,325)............                1,471,932,774
OTHER ASSETS LESS
  LIABILITIES -- 0.6%..............                    8,316,360
                                                  --------------
NET ASSETS -- 100.0%...............               $1,480,249,134
                                                  ==============
</TABLE>

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

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST JANCAP GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
COMMON STOCK -- 91.7%
ADVERTISING -- 1.3%
    DoubleClick, Inc.*.............   2,002,005   $   76,326,441
                                                  --------------
AEROSPACE -- 1.6%
    General Motors Corp. Cl-H*.....   1,094,835       96,071,771
                                                  --------------
BEVERAGES -- 1.4%
    Coca-Cola Co. .................   1,481,805       85,111,175
                                                  --------------
COMPUTER HARDWARE -- 7.9%
    Apple Computer, Inc.*..........   4,506,470      236,026,367
    Dell Computer Corp.*...........   1,539,515       75,917,333
    EMC Corp.*.....................   1,949,840      150,015,815
    Handspring, Inc.*..............     213,115        5,754,105
                                                  --------------
                                                     467,713,620
                                                  --------------
COMPUTER SERVICES & SOFTWARE -- 22.4%
    3Com Corp.*....................   2,352,325      135,552,728
    Cisco Systems, Inc.*...........   7,209,080      458,227,148
    Inktomi Corp.*.................     659,280       77,959,860
    Intuit, Inc.*..................   1,364,028       56,436,659
    Microsoft Corp.*...............   1,305,140      104,411,200
    Veritas Software Corp.*........   4,332,408      489,629,797
                                                  --------------
                                                   1,322,217,392
                                                  --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 12.3%
    General Electric Co. ..........   4,225,425      215,496,675
    Metromedia Fiber Network, Inc.
      Cl-A*........................   1,791,610       71,104,522
    Texas Instruments, Inc. .......   6,402,380      439,763,476
                                                  --------------
                                                     726,364,673
                                                  --------------
ENTERTAINMENT & LEISURE -- 4.5%
    Time Warner, Inc. .............   3,535,195      268,674,820
                                                  --------------
FINANCIAL SERVICES -- 3.9%
    Schwab, (Charles) Corp. .......   6,910,516      232,366,101
                                                  --------------
INSURANCE -- 2.1%
    American International Group,
      Inc. ........................   1,054,320      123,882,600
                                                  --------------
INTERNET SERVICES -- 7.3%
    America Online, Inc.*..........   6,213,010      327,736,277
    Yahoo!, Inc.*..................     834,345      103,354,487
                                                  --------------
                                                     431,090,764
                                                  --------------
PHARMACEUTICALS -- 2.1%
    Pfizer, Inc. ..................   2,529,245      121,403,760
                                                  --------------
RETAIL & MERCHANDISING -- 2.0%
    Home Depot, Inc. ..............   2,340,220      116,864,736
                                                  --------------
TELECOMMUNICATIONS -- 22.9%
    EchoStar Communications Corp.
      Cl-A*........................     901,640       29,852,737
    Level 3 Communications,
      Inc.*........................   1,397,310      122,963,280
    Nextel Communications, Inc.
      Cl-A*........................   1,804,525      110,414,373
    Nokia Corp. Cl-A [ADR].........  10,081,440      503,441,911
    Nortel Networks Corp. NY
      Reg.*........................   1,490,220      101,707,515
    Sprint Corp. (PCS Group)*......   4,742,070      282,153,165
    Telefonos de Mexico SA Cl-L
      [ADR]........................     791,555       45,217,579
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
    Vodafone AirTouch PLC [ADR]....   3,148,050   $  130,447,322
    WinStar Communications,
      Inc.*........................     625,350       21,183,731
                                                  --------------
                                                   1,347,381,613
                                                  --------------
TOTAL COMMON STOCK
  (Cost $2,875,881,767)............                5,415,469,466
                                                  --------------
<CAPTION>
                                        PAR
                                       (000)
                                       -----
<S>                                  <C>          <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 2.5%
    Federal Home Loan Bank 6.04%,
      10/16/00.....................  $   25,000       24,526,025
      6.27%, 07/31/00..............      50,000       49,738,750
                                                  --------------
                                                      74,264,775
                                                  --------------
    Federal National Mortgage
      Assoc. 6.41%, 08/21/00.......      50,000       49,545,958
      6.44%, 07/28/00..............      25,000       24,879,250
                                                  --------------
                                                      74,425,208
                                                  --------------
    (Cost $148,715,153)............                  148,689,983
                                                  --------------
CORPORATE OBLIGATIONS -- 1.8%
ENTERTAINMENT & LEISURE -- 0.8%
    Venetian Casino Resort LLC
      12.25%, 11/15/04.............      49,725       50,470,874
                                                  --------------
RETAIL & MERCHANDISING -- 0.6%
    Amazon.com, Inc.
      4.75%, 02/01/09..............      51,851       32,795,758
                                                  --------------
TELECOMMUNICATIONS -- 0.4%
    Lenfest Communications, Inc.
      7.625%, 02/15/08.............      11,295       11,026,744
      8.25%, 02/15/08..............      12,480       12,402,000
                                                  --------------
                                                      23,428,744
                                                  --------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $125,956,451)..............                  106,695,376
                                                  --------------
<CAPTION>
                                       SHARES
                                       ------
<S>                                  <C>          <C>
FOREIGN STOCK -- 1.0%
SEMICONDUCTORS -- 0.1%
    Infineon Technologies
      AG -- (DEM)*.................      97,820        8,007,887
                                                  --------------
TELECOMMUNICATIONS -- 0.9%
    Vodafone AirTouch
      PLC -- (GBP).................  12,548,193       50,720,877
                                                  --------------
TOTAL FOREIGN STOCK
(Cost $65,758,884).................                   58,728,764
                                                  --------------
<CAPTION>
                                        PAR
                                       (000)
                                       -----
<S>                                  <C>          <C>
COMMERCIAL PAPER -- 3.0%
    Associates Corp. of North
      America
      6.85%, 07/03/00
    (Cost $179,131,804)............  $  179,200      179,131,804
                                                  --------------
</TABLE>


<PAGE>
AST JANCAP GROWTH PORTFOLIO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment Cash
      Fund.........................      46,620   $       46,620
    Temporary Investment Fund......      46,619           46,619
                                                  --------------
    (Cost $93,239).................                       93,239
                                                  --------------
TOTAL INVESTMENTS -- 100.0%
    (Cost $3,395,537,298)..........                5,908,808,632
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- 0.0%...................                   (2,845,708)
                                                  --------------
NET ASSETS -- 100.0%...............               $5,905,962,924
                                                  ==============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST MONEY MARKET PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
CORPORATE OBLIGATIONS -- 41.7%
FINANCIAL-BANK & TRUST -- 23.9%
    Bank of America NA
      6.75%, 08/15/00..............  $   18,500   $   18,516,350
      6.65%, 09/06/00 [FRN]++......      75,000       74,993,014
    Bank of Austria [FRN]
      6.45%, 07/16/00++............      60,000       59,981,543
    Bank of Scotland [FRN] 144A
      6.079%, 09/06/00++...........      76,000       75,996,136
    Citibank NA
      7.41%, 05/30/01..............      25,500       25,500,000
    Comerica Bank [FRN]
      6.564%, 07/14/00++...........      20,000       19,992,987
    First Union National Bank [FRN]
      6.17%, 08/16/00++............      32,000       32,000,000
      6.792%, 09/15/00++...........      31,000       30,998,159
    Fleet Financial Group [FRN]
      6.343%, 07/13/00++...........      36,500       36,450,069
    National City Bank [FRN]
      6.633%, 07/04/00++...........      11,000       11,000,000
    SouthTrust Bank NA [FRN]
      6.606%, 07/24/00++...........      39,000       38,996,476
    US Bank of Minnesota NA [FRN]
      6.17%, 07/04/00++............      18,000       17,994,088
                                                  --------------
                                                     442,418,822
                                                  --------------
FINANCIAL SERVICES -- 12.1%
    CIT Group, Inc. [FRN]
      6.75%, 07/05/00++............      24,500       24,497,129
      6.16%, 07/19/00++............      30,000       29,989,503
      6.10%, 08/15/00++............      17,000       16,990,653
    Citigroup, Inc. [FRN]
      6.622%, 07/04/00++...........      28,000       28,000,000
    General Electric Capital Corp.
      [FRN]
      6.221%, 07/07/00++...........      75,000       75,000,000
    PNC Financial Services Group,
      Inc. [FRN]
      6.445%, 07/01/00++...........      50,000       49,999,264
                                                  --------------
                                                     224,476,549
                                                  --------------
INDUSTRIAL -- 3.5%
    Diageo Capital PLC [FRN]
      6.815%, 08/24/00++...........      65,000       64,993,862
                                                  --------------
TELECOMMUNICATIONS -- 2.2%
    AT&T Corp. [FRN] 144A
      6.25%, 07/13/00++............      40,000       39,960,186
                                                  --------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $771,849,419)..............                  771,849,419
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
CERTIFICATES OF DEPOSIT -- 25.2%
    Abbey National Treasury
      6.47%, 01/10/01..............  $   31,500   $   31,492,081
    Bayerische Landesbank NY
      6.576%, 07/17/00 [FRN]++.....       7,000        6,997,285
      5.875%, 08/04/00.............      20,000       19,999,465
      6.11%, 10/02/00..............      50,000       49,977,735
    Canadian Imperial Corp.
      7.45%, 06/02/01..............      25,000       24,993,458
    Commerzbank AG NY
      6.601%, 07/26/00 [FRN]++.....      25,000       24,995,986
      6.585%, 07/28/00.............      47,000       46,984,739
    Credit Commercial de Belgium
      6.70%, 02/26/01..............      29,000       28,990,956
    Deutsche Bank
      6.555%, 07/16/00 [FRN]++.....      31,000       30,989,918
      6.19%, 12/01/00..............      40,000       39,988,812
    Landesbank Hessen - Thueringen
      7.142%, 05/08/01.............      25,000       24,998,491
    Rabobank Nederland NV
      6.66%, 03/09/01..............       9,000        8,997,062
    Suntrust Bank Atlanta
      6.24%, 07/06/00..............      25,000       25,000,000
    Union Bank of Switzerland
      6.235%, 12/04/00.............      40,000       39,987,786
      6.39%, 12/21/00..............      30,000       29,993,235
    Westdeutsche Landesbank NY
      [FRN]
      6.571%, 07/25/00++...........      30,000       29,944,908
                                                  --------------
    (Cost $464,331,917)............                  464,331,917
                                                  --------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 6.7%
    Federal Farm Credit Bank
      6.57%, 07/03/00..............      42,047       42,031,653
                                                  --------------
    Federal Home Loan Bank
      6.13%, 07/05/00 [FRN]++......      25,000       24,995,537
      6.48%, 07/03/00 - 07/07/00...      35,753       35,714,929
                                                  --------------
                                                      60,710,466
                                                  --------------
    Student Loan Marketing Assoc.
      6.20%, 07/03/00..............      20,203       20,196,041
                                                  --------------
    (Cost $122,938,160)............                  122,938,160
                                                  --------------
SOVEREIGN ISSUES -- 1.9%
    Province of Manitoba
      9.50%, 10/01/00
    (Cost $34,728,653).............      34,500       34,728,653
                                                  --------------
</TABLE>


<PAGE>
AST MONEY MARKET PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
z~
COMMERCIAL PAPER -- 24.3%
FINANCIAL SERVICES -- 4.6%
    American Express Credit Corp.
      6.88%, 07/03/00..............  $   10,806   $   10,801,870
      6.54%, 07/06/00..............      75,000       74,931,875
                                                  --------------
                                                      85,733,745
                                                  --------------
FOOD -- 1.6%
    Nestle Co.
      6.50%, 07/03/00..............      30,000       29,989,167
                                                  --------------
INDUSTRIAL -- 3.3%
    Ford Motor Co.
      6.65%, 07/05/00..............      60,000       59,955,667
                                                  --------------
REAL ESTATE -- 4.0%
    HD Real Estate Funding+
      6.80%, 11/21/00..............      75,000       72,974,167
                                                  --------------
TELECOMMUNICATIONS -- 10.3%
    AT&T Corp.
      6.366%, 07/08/00.............      25,000       24,996,673
    CDC Corp.
      6.65%, 08/24/00..............      75,000       74,251,875
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
    SBC Communications, Inc.+
      6.56%, 07/20/00..............  $   45,410   $   45,252,780
      6.63%, 08/17/00..............       5,200        5,154,990
      6.65%, 09/01/00..............      24,612       24,330,124
      6.68%, 09/01/00..............      15,000       14,827,433
                                                  --------------
                                                     188,813,875
                                                  --------------
UTILITIES -- 0.5%
    Wisconsin Energy Corp.+
      6.60%, 08/03/00..............      10,000        9,939,500
                                                  --------------
TOTAL COMMERCIAL PAPER
  (Cost $447,406,121)..............                  447,406,121
                                                  --------------
TOTAL INVESTMENTS -- 99.8%
  (Cost $1,841,254,270)............                1,841,254,270
OTHER ASSETS LESS
  LIABILITIES -- 0.2%..............                    3,141,865
                                                  --------------
NET ASSETS -- 100.0%...............               $1,844,396,135
                                                  ==============
</TABLE>

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

+ Security is restricted as to resale and may not be resold except to qualified
  institutional buyers. At the end of the period, these securities amounted to
  9.4% of net assets.

++ Maturity date reflects the next interest rate change date.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 6.3% of net assets.

See Notes to Financial Statements.


<PAGE>

AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
COMMON STOCK -- 100.4%
AEROSPACE -- 2.7%
    General Dynamics Corp.............    246,000   $ 12,853,500
    General Motors Corp. Cl-H*........     62,900      5,519,475
                                                    ------------
                                                      18,372,975
                                                    ------------
AIRLINES -- 2.2%
    Continental Airlines, Inc.
      Cl-B*...........................    185,000      8,695,000
    Southwest Airlines Co.............    345,600      6,544,800
                                                    ------------
                                                      15,239,800
                                                    ------------
AUTOMOTIVE PARTS -- 2.3%
    Eaton Corp. ......................    106,800      7,155,600
    Lear Corp.*.......................    410,100      8,202,000
                                                    ------------
                                                      15,357,600
                                                    ------------
BROADCASTING -- 1.7%
    Emmis Communications Corp. Cl-A*..     79,200      3,276,900
    Scripps, (E.W.) Co. Cl-A..........    170,900      8,416,825
                                                    ------------
                                                      11,693,725
                                                    ------------
BUSINESS SERVICES -- 3.2%
    ChoicePoint, Inc.*................    188,200      7,880,875
    Comdisco, Inc.....................    253,500      5,656,219
    Iron Mountain, Inc.*..............    240,100      7,878,281
                                                    ------------
                                                      21,415,375
                                                    ------------
CAPITAL GOODS -- 3.0%
    American Standard Companies,
      Inc.*...........................    192,200      7,880,200
    SPX Corp.*........................    101,700     12,299,344
                                                    ------------
                                                      20,179,544
                                                    ------------
CHEMICALS -- 3.1%
    Engelhard Corp....................    327,700      5,591,381
    FMC Corp.*........................    141,800      8,224,400
    Praxair, Inc. ....................    194,100      7,266,619
                                                    ------------
                                                      21,082,400
                                                    ------------
CLOTHING & APPAREL -- 0.5%
    AnnTaylor Stores Corp.*...........     96,200      3,186,625
                                                    ------------
COMPUTER HARDWARE -- 2.9%
    Apple Computer, Inc.*.............     87,000      4,556,625
    Gateway, Inc.*....................    109,900      6,236,825
    Insight Enterprises, Inc.*........    146,000      8,659,625
                                                    ------------
                                                      19,453,075
                                                    ------------
COMPUTER SERVICES & SOFTWARE -- 3.4%
    Ceridian Corp.*...................    285,300      6,865,031
    Compuware Corp.*..................    359,900      3,733,963
    Fiserv, Inc.*.....................     76,300      3,299,975
    Intuit, Inc.*.....................     88,800      3,674,100
    Storage Networks, Inc.*...........      1,100         99,275
    SunGard Data Systems, Inc.*.......    174,800      5,418,800
                                                    ------------
                                                      23,091,144
                                                    ------------
CONSUMER PRODUCTS & SERVICES -- 0.6%
    Energizer Holdings, Inc.*.........    228,400      4,168,300
                                                    ------------
CONTAINERS & PACKAGING -- 1.0%
    Sealed Air Corp.*.................    132,900      6,960,638
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
ELECTRONIC COMPONENTS & EQUIPMENT -- 1.3%
    Flextronics International Ltd.*...     70,400   $  4,835,600
    Gemstar International Group
      Ltd.*...........................     67,900      4,172,667
                                                    ------------
                                                       9,008,267
                                                    ------------
ENERGY SERVICES -- 1.2%
    Dynegy, Inc.......................    114,100      7,794,456
                                                    ------------
FINANCIAL-BANK & TRUST -- 2.0%
    M&T Bank Corp. ...................     16,200      7,290,000
    Valley National Bancorp...........    242,970      5,937,579
                                                    ------------
                                                      13,227,579
                                                    ------------
FINANCIAL SERVICES -- 10.5%
    AMBAC Financial Group, Inc........    160,100      8,775,481
    Bear Stearns Companies, Inc. .....    133,200      5,544,450
    Countrywide Credit Industries,
      Inc. ...........................    293,300      8,890,656
    Dun & Bradstreet Corp.............    327,800      9,383,275
    Franklin Resources, Inc...........    228,100      6,928,538
    Household International, Inc......    223,000      9,268,438
    Providian Financial Corp..........     96,700      8,703,000
    SLM Holding Corp. ................    370,000     13,851,873
                                                    ------------
                                                      71,345,711
                                                    ------------
FOOD -- 3.8%
    Hershey Foods Corp................    156,300      7,609,856
    Kroger Co.*.......................    447,000      9,861,938
    Nabisco Holdings Corp. ...........    158,000      8,295,000
                                                    ------------
                                                      25,766,794
                                                    ------------
HEALTHCARE SERVICES -- 4.2%
    Healthsouth Corp.*................    948,000      6,813,750
    Tenet Healthcare Corp. ...........    463,400     12,511,800
    Wellpoint Health Networks,
      Inc.*...........................    123,700      8,960,519
                                                    ------------
                                                      28,286,069
                                                    ------------
HOTELS & MOTELS -- 2.0%
    Starwood Hotels & Resorts
      Worldwide, Inc. [REIT]..........    428,900     13,858,831
                                                    ------------
INDUSTRIAL PRODUCTS -- 1.0%
    Crane Co..........................    267,800      6,510,888
                                                    ------------
INSURANCE -- 10.9%
    Ace Ltd...........................    456,400     12,779,199
    AON Corp..........................    296,000      9,194,500
    John Hancock Financial Services,
      Inc.*...........................     90,900      2,153,194
    MetLife, Inc.*....................    823,700     17,349,180
    Nationwide Financial Services,
      Inc. ...........................    364,900     11,996,088
    UNUM Corp.........................    436,200      8,751,263
    Xl Capital Ltd....................    219,400     11,875,025
                                                    ------------
                                                      74,098,449
                                                    ------------
MACHINERY & EQUIPMENT -- 1.8%
    Danaher Corp......................    124,900      6,174,743
    Pall Corp.........................    315,300      5,951,288
                                                    ------------
                                                      12,126,031
                                                    ------------
</TABLE>


<PAGE>
AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
MEDICAL SUPPLIES & EQUIPMENT -- 6.0%
    Bard, (C.R.), Inc. ...............    205,700   $  9,899,312
    Becton Dickinson & Co. ...........    197,000      5,651,438
    Charles River Laboratories
      International, Inc.*............    159,800      3,545,563
    Genzyme Corp.*....................    251,400     14,942,587
    St. Jude Medical, Inc.*...........    149,800      6,872,074
                                                    ------------
                                                      40,910,974
                                                    ------------
METALS & MINING -- 1.1%
    Homestake Mining Co. .............  1,107,100      7,611,313
                                                    ------------
OIL & GAS -- 9.9%
    Anadarko Petroleum Corp. .........    189,500      9,344,718
    Apache Corp. .....................    134,700      7,922,044
    Coastal Corp. ....................    140,400      8,546,850
    Kinder Morgan, Inc. ..............    168,600      5,827,238
    Noble Drilling Corp.*.............    108,500      4,468,844
    Santa Fe International Corp. .....    148,300      5,181,231
    Transocean Sedco Forex, Inc. .....    171,000      9,137,812
    USX-Marathon Group, Inc. .........    308,100      7,721,756
    Williams Companies, Inc. .........    211,600      8,821,075
                                                    ------------
                                                      66,971,568
                                                    ------------
PAPER & FOREST PRODUCTS -- 0.8%
    Bowater, Inc. ....................    115,400      5,092,025
                                                    ------------
PHARMACEUTICALS -- 0.7%
    Waters Corp.*.....................     35,900      4,480,769
                                                    ------------
PRINTING & PUBLISHING -- 2.0%
    Belo, (A.H.) Corp. Cl-A...........    796,700     13,792,869
                                                    ------------
RAILROADS -- 1.5%
    Kansas City Southern Industries,
      Inc. ...........................    115,400     10,234,538
                                                    ------------
REAL ESTATE -- 5.8%
    Boston Properties, Inc. [REIT]....    281,000     10,730,687
    Indymac Mortgage Holdings, Inc.
      [REIT]..........................    735,900      9,980,644
    Spieker Properties, Inc. [REIT]...    189,700      8,963,325
    Vornado Realty Trust [REIT].......    281,000      9,764,750
                                                    ------------
                                                      39,439,406
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
RETAIL & MERCHANDISING -- 1.3%
    Consolidated Stores Corp.*........    414,100   $  5,357,419
    Tiffany & Co. ....................     53,900      3,638,250
                                                    ------------
                                                       8,995,669
                                                    ------------
TELECOMMUNICATIONS -- 2.6%
    American Tower Corp. Cl-A*........    229,300      9,558,944
    Exfo Electro-Optical Engineering,
      Inc.*...........................        700         30,714
    Loral Space & Communications
      Ltd.*...........................  1,172,100      8,131,444
                                                    ------------
                                                      17,721,102
                                                    ------------
UTILITIES -- 3.4%
    AES Corp.*........................    296,000     13,505,000
    Unicom Corp. .....................    252,600      9,772,463
                                                    ------------
                                                      23,277,463
                                                    ------------
TOTAL COMMON STOCK
  (Cost $652,086,001).................               680,751,972
                                                    ------------
SHORT-TERM INVESTMENTS -- 0.4%
    Temporary Investment Cash Fund....  1,290,838      1,290,838
    Temporary Investment Fund.........  1,290,838      1,290,838
                                                    ------------
    (Cost $2,581,676).................                 2,581,676
                                                    ------------
TOTAL INVESTMENTS -- 100.8%
  (Cost $654,667,677).................               683,333,648
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.8%)....................                (5,586,726)
                                                    ------------
NET ASSETS -- 100.0%..................              $677,746,922
                                                    ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST AIM BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                      <C>       <C>
COMMON STOCK -- 48.2%
ADVERTISING -- 0.8%
    Lamar Advertising Co.*.............   62,800   $  2,720,025
    Omnicom Group, Inc. ...............   25,300      2,253,281
                                                   ------------
                                                      4,973,306
                                                   ------------
AEROSPACE -- 0.5%
    General Motors Corp. Cl-H*.........   30,700      2,693,925
                                                   ------------
AUTOMOBILE MANUFACTURERS -- 0.2%
    Ford Motor Co. ....................   28,900      1,242,700
                                                   ------------
AUTOMOTIVE PARTS -- 0.0%
    Visteon Corp.*.....................    3,784         45,881
                                                   ------------
BROADCASTING -- 1.8%
    Clear Channel Communications,
      Inc.*............................   41,100      3,082,500
    Grupo Televisa SA [GDR]*...........   24,000      1,654,500
    Hispanic Broadcasting Corp.*.......   72,600      2,404,875
    Infinity Broadcasting Corp.*.......   85,250      3,106,297
    UIH Australia Pacific, Inc.
      Warrants 144A*...................       50          1,500
    UnitedGlobalCom, Inc. Cl-A*........   11,000        514,250
                                                   ------------
                                                     10,763,922
                                                   ------------
BUSINESS SERVICES -- 0.3%
    Foundry Networks, Inc.*............   10,600      1,171,300
    Maximus, Inc.*.....................   31,300        692,513
                                                   ------------
                                                      1,863,813
                                                   ------------
COMPUTER HARDWARE -- 1.7%
    EMC Corp.*.........................   96,600      7,432,163
    Immersion Corp.*...................   29,000        870,000
    International Business Machines
      Corp. ...........................   16,128      1,767,024
                                                   ------------
                                                     10,069,187
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 7.9%
    BEA Systems, Inc.*.................   59,900      2,961,306
    Brocade Communications Systems,
      Inc.*............................   25,300      4,642,154
    Cisco Systems, Inc.*...............  116,000      7,373,249
    DST Systems, Inc.*.................   16,900      1,286,513
    InfoSpace.com, Inc.*...............  115,600      6,386,899
    ISS Group, Inc.*...................   34,200      3,376,716
    MarchFirst, Inc.*..................   69,200      1,262,900
    Microsoft Corp.*...................   37,500      3,000,000
    Oracle Corp.*......................   32,200      2,706,813
    Phone.com, Inc.*...................   40,700      2,650,588
    Redback Networks, Inc.*............   19,200      3,417,600
    Sun Microsystems, Inc.*............   69,000      6,274,687
    Veritas Software Corp.*............    9,650      1,090,601
                                                   ------------
                                                     46,430,026
                                                   ------------
CONGLOMERATES -- 0.9%
    Corning, Inc. .....................   11,000      2,968,625
    Tyco International Ltd. ...........   45,400      2,150,825
                                                   ------------
                                                      5,119,450
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                      <C>       <C>
CONSUMER PRODUCTS & SERVICES -- 0.4%
    Critical Path, Inc.*...............   38,300   $  2,233,369
    Hedstrom Holdings, Inc. Warrants
      144A*............................      303              9
                                                   ------------
                                                      2,233,378
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 1.7%
    Analog Devices, Inc.*..............   60,800      4,620,800
    Comverse Technology, Inc.*.........   24,300      2,259,900
    General Electric Co. ..............   60,600      3,090,600
                                                   ------------
                                                      9,971,300
                                                   ------------
ENTERTAINMENT & LEISURE -- 1.1%
    Club Regina Resorts, Inc.
      Warrants*........................       20             20
    Time Warner, Inc...................   26,800      2,036,800
    Viacom, Inc. Cl-B*.................   64,015      4,365,023
                                                   ------------
                                                      6,401,843
                                                   ------------
EQUIPMENT SERVICES -- 0.9%
    Quanta Services, Inc.*.............   94,500      5,197,500
                                                   ------------
FINANCIAL-BANK & TRUST -- 0.6%
    Chase Manhattan Corp. .............   71,100      3,275,044
                                                   ------------
FINANCIAL SERVICES -- 2.8%
    American Express Co. ..............   35,955      1,874,154
    AXA Financial, Inc. ...............   50,000      1,700,000
    Citigroup, Inc. ...................   41,700      2,512,425
    Merrill Lynch & Co., Inc. .........   31,700      3,645,500
    Morgan Stanley Dean Witter &
      Co. .............................   46,800      3,896,100
    Schwab, (Charles) Corp. ...........   89,100      2,995,988
                                                   ------------
                                                     16,624,167
                                                   ------------
FOOD -- 0.3%
    Safeway, Inc.*.....................   43,000      1,940,375
                                                   ------------
INSURANCE -- 1.1%
    American International Group,
      Inc. ............................   27,500      3,231,250
    AXA [ADR]..........................   20,000      1,591,250
    MGIC Investment Corp. .............   33,200      1,510,600
                                                   ------------
                                                      6,333,100
                                                   ------------
INTERNET SERVICES -- 2.0%
    America Online, Inc.*..............   79,200      4,177,800
    Juniper Networks, Inc.*............   26,600      3,871,963
    PSINet, Inc.*......................   22,000        552,750
    VeriSign, Inc.*....................   16,700      2,947,550
                                                   ------------
                                                     11,550,063
                                                   ------------
MEDICAL SUPPLIES & EQUIPMENT -- 2.6%
    Baxter International, Inc. ........   46,600      3,276,563
    Forest Laboratories, Inc.*.........   25,500      2,575,500
    Genzyme Corp.*.....................   67,100      3,988,256
    Guidant Corp.*.....................   35,000      1,732,500
    Medtronic, Inc.....................   76,300      3,800,694
                                                   ------------
                                                     15,373,513
                                                   ------------
OIL & GAS -- 1.2%
    Apache Corp. ......................   16,500        970,406
    Exxon Mobil Corp...................   15,762      1,238,302
    Kerr-McGee Corp. ..................   38,700      2,280,881
</TABLE>


<PAGE>
AST AIM BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                      <C>       <C>
    TCR Holding Corp. Cl-B*............    2,898   $         29
    Williams Companies, Inc............   58,300      2,430,382
                                                   ------------
                                                      6,920,000
                                                   ------------
PHARMACEUTICALS -- 2.3%
    American Home Products Corp. ......   55,500      3,260,625
    Merck & Co., Inc. .................   40,000      3,065,000
    Pfizer, Inc. ......................  156,475      7,510,800
                                                   ------------
                                                     13,836,425
                                                   ------------
RETAIL & MERCHANDISING -- 1.6%
    Amazon.com, Inc.*..................   18,100        657,256
    Bed, Bath & Beyond, Inc.*..........   61,200      2,218,500
    Home Depot, Inc. ..................   48,400      2,416,975
    Linens 'n Things, Inc.*............   48,700      1,320,988
    Target Corp. ......................   54,000      3,132,000
                                                   ------------
                                                      9,745,719
                                                   ------------
SEMICONDUCTORS -- 4.1%
    Applied Materials, Inc.*...........   39,600      3,588,750
    Intel Corp.........................   36,900      4,933,068
    JDS Uniphase Corp.*................   21,000      2,517,375
    Microchip Technology, Inc.*........   32,850      1,914,026
    SDL, Inc.*.........................   28,000      7,985,249
    Vitesse Semiconductor Corp.*.......   45,900      3,376,519
                                                   ------------
                                                     24,314,987
                                                   ------------
TELECOMMUNICATIONS -- 10.4%
    360 Networks, Inc.*................  103,800      1,582,950
    AT&T Canada, Inc. NY Reg.*.........   57,000      1,891,688
    Bell Atlantic Corp.*...............   33,725      1,713,652
    Birch Telecommunications
      Warrants*........................       10            550
    BroadWing, Inc.....................   78,642      2,039,777
    Cellnet Data System Warrants
      144A*............................       95              1
    Comcast Corp. Cl-A*................   49,000      1,984,500
    Copper Mountain Networks, Inc.*....   22,000      1,938,750
    Global Crossing Ltd.*..............   62,200      1,636,638
    Korea Telecom Corp. [ADR]..........   29,659      1,434,754
    Level 3 Communications, Inc.*......   21,600      1,900,800
    Lucent Technologies, Inc...........   74,500      4,414,124
    McLeodUSA, Inc. Cl-A*..............  155,800      3,223,113
    Nextel International, Inc.*........        4              0
    NEXTLINK Communications, Inc.
      Cl-A*............................   88,000      3,338,500
    Nokia Corp. Cl-A [ADR].............   94,600      4,724,087
    Nortel Networks Corp. NY Reg.*.....   49,700      3,392,024
    Pathnet, Inc. Warrants 144A*.......       30            304
    Powertel, Inc.*....................       44          3,121
    Qwest Communications International,
      Inc.*............................  105,000      5,217,187
    SBC Communications, Inc. ..........   39,618      1,713,479
    Sycamore Networks, Inc.*...........   41,000      4,525,374
    Time Warner Telecom, Inc. Cl-A*....   51,600      3,321,750
    Univision Communications, Inc.*....   48,700      5,040,449
    Western Wireless Corp. Cl-A*.......   39,600      2,158,200
    Williams Communications Group,
      Inc.*............................   52,900      1,755,619
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                      <C>       <C>
    WinStar Communications, Inc.*......    2,467   $     83,570
    WorldCom, Inc.*....................   50,100      2,298,338
                                                   ------------
                                                     61,333,299
                                                   ------------
UTILITIES -- 1.0%
    AES Corp.*.........................   67,600      3,084,250
    Enron Corp. .......................   47,000      3,031,500
                                                   ------------
                                                      6,115,750
                                                   ------------
TOTAL COMMON STOCK
  (Cost $203,046,961)..................             284,368,673
                                                   ------------
<CAPTION>
                                           PAR
                                          (000)
                                         -------
<S>                                      <C>       <C>
CORPORATE OBLIGATIONS -- 32.3%
AEROSPACE -- 0.1%
    Boeing Co.
      6.625%, 02/15/38.................  $   580        499,763
AIRLINES -- 0.9%
    AMR Corp.
      10.00%, 04/15/21.................      650        665,404
    Calair Capital Corp. LLC
      8.125%, 04/01/08.................       90         81,675
    Continental Airlines Series 981C
      6.541%, 09/15/09.................      841        787,513
    Delta Air Lines, Inc.
      7.90%, 12/15/09..................    1,000        944,038
      9.00%, 05/15/16..................      900        859,660
      10.375%, 12/15/22................      750        821,357
    United Air Lines, Inc.
      9.75%, 08/15/21..................    1,200      1,164,557
                                                   ------------
                                                      5,324,204
                                                   ------------
AUTOMOBILE MANUFACTURERS -- 0.5%
    DaimlerChrysler NA Holding Co.
      7.40%, 01/20/05..................    1,250      1,248,141
      8.00%, 06/15/10..................      900        917,069
    Ford Motor Co.
      6.625%, 10/01/28.................    1,200      1,015,883
                                                   ------------
                                                      3,181,093
                                                   ------------
BEVERAGES -- 0.3%
    Seagram, (J.) & Sons Co.
      9.65%, 08/15/18..................    1,350      1,499,191
BROADCASTING -- 1.3%
    Continental Cablevision, Inc.
      9.50%, 08/01/13..................    4,450      4,824,699
    Cox Communications, Inc.
      7.75%, 08/15/06..................    1,000        996,321
    Liberty Media Group
      7.875%, 07/15/09.................      580        559,294
      8.25%, 02/01/30..................    1,400      1,288,910
                                                   ------------
                                                      7,669,224
                                                   ------------
</TABLE>


<PAGE>
AST AIM BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)       VALUE
                                         -------   ------------
<S>                                      <C>       <C>
CABLE TELEVISION -- 1.4%
    British Sky Broadcasting
      8.20%, 07/15/09..................  $ 1,750   $  1,644,480
    Comcast Cable Communications, Inc.
      8.50%, 05/01/27..................    2,000      2,039,647
    Cox Enterprises, Inc. 144A
      8.00%, 02/15/07..................    1,400      1,389,319
    CSC Holdings, Inc.
      7.875%, 12/15/07.................    1,425      1,382,083
    Lenfest Communications, Inc.
      8.375%, 11/01/05.................    1,500      1,533,750
                                                   ------------
                                                      7,989,279
                                                   ------------
CHEMICALS -- 0.2%
    Airgas, Inc.
      7.14%, 03/08/04..................    1,200      1,094,568
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 0.9%
    Veritas Software Corp. [CVT]
      1.856%, 08/13/06.................    1,600      5,042,000
                                                   ------------
CONSTRUCTION -- 0.0%
    American Architectural Co.
      11.75%, 12/01/07.................       10          1,750
                                                   ------------
CONSUMER PRODUCTS & SERVICES -- 0.2%
    Procter & Gamble Co.
      8.00%, 09/01/24..................    1,000      1,070,917
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.7%
    Candescent Technologies Corp. [CVT]
      144A
      7.00%, 05/01/03..................    2,050      1,486,249
      7.00%, 05/01/03..................      500        362,500
    CSC Holdings, Inc.
      7.875%, 02/15/18.................      750        691,432
    Israel Electric Corp. Ltd. 144A
      7.75%, 03/01/09..................      800        775,614
      7.75%, 12/15/27..................    1,000        876,509
                                                   ------------
                                                      4,192,304
                                                   ------------
ENTERTAINMENT & LEISURE -- 1.8%
    News America Holdings Co.
      9.25%, 02/01/13..................    1,700      1,807,013
      8.45%, 08/01/34..................    2,000      2,023,144
    Time Warner, Inc.
      9.125%, 01/15/13.................    3,000      3,261,951
      9.15%, 02/01/23..................    3,000      3,297,525
                                                   ------------
                                                     10,389,633
                                                   ------------
ENVIRONMENTAL SERVICES -- 0.3%
    Browning-Ferris Industries, Inc.
      7.40%, 09/15/35..................    1,500      1,047,273
    Waste Management, Inc.
      7.125%, 12/15/17.................      170        139,158
      7.10%, 08/01/26..................      925        870,071
                                                   ------------
                                                      2,056,502
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)       VALUE
                                         -------   ------------
<S>                                      <C>       <C>
FINANCIAL-BANK & TRUST -- 4.6%
    Bank of America Corp.
      9.375%, 09/15/09.................  $ 1,800   $  1,959,620
    Bank of Tokyo-Mitsubishi
      8.40%, 04/15/10..................      270        273,039
    Banponce Trust I
      8.327%, 02/01/27.................    1,635      1,379,636
    BB&T Corp.
      6.375%, 06/30/05.................    1,100      1,044,805
    Dime Capital, Inc. Cl-A
      9.33%, 05/06/27..................    1,500      1,282,929
    First Union Corp.
      7.50%, 04/15/35..................    3,000      2,996,880
      6.55%, 10/15/35..................    1,840      1,753,816
    GreenPoint Capital Corp.
      9.10%, 06/01/27..................       10          8,176
    Mercantile Bancorp
      7.30%, 06/15/07..................    3,000      2,883,330
    Midland Bank PLC
      7.65%, 05/01/25..................      340        346,670
    NBD Bank NA
      8.25%, 11/01/24..................    2,965      3,120,276
    Provident Capital, Inc.
      8.60%, 12/01/26..................       20         16,749
    Regions Financial Corp.
      7.75%, 09/15/24..................    1,000      1,003,250
    Republic New York Corp.
      9.70%, 02/01/09..................      845        926,877
      9.50%, 04/15/14..................      880        976,677
    Sanwa Finance Aruba
      8.35%, 07/15/09..................      400        398,985
    Skandinaviska Enskilda
      6.875%, 02/15/09.................    1,350      1,255,291
    Sovereign Capital, Inc.
      9.00%, 04/01/27..................       15         11,635
    St. Paul Bancorp, Inc.
      7.125%, 02/15/04.................    1,220      1,182,084
    Suntrust Banks, Inc.
      8.75%, 11/15/04..................      600        623,323
    U.S. Bancorp
      7.50%, 06/01/26..................    1,500      1,506,131
    Union Planters Bank NA
      6.50%, 03/15/08..................    2,385      2,091,495
                                                   ------------
                                                     27,041,674
                                                   ------------
FINANCIAL SERVICES -- 6.3%
    AIG Sunamerica Global Financial
      Services II 144A
      7.60%, 06/15/05..................    1,500      1,514,919
    American General Finance
      8.45%, 10/15/09..................    1,650      1,692,540
    Associates Corp.
      6.95%, 11/01/18..................    1,885      1,662,338
    Bear Stearns Co., Inc.
      7.625%, 12/07/09.................    1,270      1,216,049
    Beaver Valley Funding Corp.
      9.00%, 06/01/17..................    1,930      1,930,000
</TABLE>


<PAGE>
AST AIM BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)       VALUE
                                         -------   ------------
<S>                                      <C>       <C>
    Capital One Financial Corp.
      7.25%, 05/01/06..................  $ 1,765   $  1,661,940
    Citicorp Lease 144A
      8.04%, 12/15/19..................      900        897,372
    Colonial Capital II Co. Cl-A
      8.92%, 01/15/27..................       15         12,587
    Countrywide Home Loan Co.
      6.25%, 04/15/09..................    2,000      1,751,466
    Dow Capital BV
      9.20%, 06/01/10..................    1,600      1,709,493
    E*TRADE Group, Inc.
      6.00%, 02/01/07..................      650        593,158
      6.00%, 02/01/07 144A.............    1,000        906,250
    General Electric Capital Corp.
      7.375%, 01/19/10.................    2,860      2,894,119
    General Motors Acceptance Corp.
      9.00%, 10/15/02..................      725        750,867
      5.75%, 11/10/03..................    2,500      2,372,954
    Heller Financial, Inc.
      8.00%, 06/15/05..................    1,750      1,746,173
      7.375%, 11/01/09.................    1,970      1,856,916
    Household Finance Corp.
      8.00%, 05/09/05..................      870        877,756
    KN Capital Trust III
      7.63%, 04/15/28..................    1,595      1,339,902
    Lehman Brothers Holdings, Inc.
      7.375%, 01/15/07.................      700        671,253
      8.80%, 03/01/15..................    1,805      1,912,401
      8.50%, 08/01/15..................    1,850      1,847,473
    MBNA Capital I Cl-A
      8.278%, 12/01/26.................    1,415      1,160,248
    Riggs Capital Trust II
      8.875%, 03/15/27.................    1,535      1,253,281
    Source One Mortgage Services Corp.
      9.00%, 06/01/12..................      890        945,627
    Torchmark Corp.
      7.875%, 05/15/23.................    1,400      1,237,428
    Washington Mutual Capital I
      8.375%, 06/01/27.................      685        611,299
    Washington Mutual, Inc.
      8.25%, 04/01/10..................      875        864,775
    Webster Capital Corp. 144A
      9.36%, 01/29/27..................       10          8,852
                                                   ------------
                                                     37,899,436
                                                   ------------
FOOD -- 0.4%
    Conagra, Inc.
      7.125%, 10/01/26.................    2,500      2,386,610
                                                   ------------
HEALTHCARE SERVICES -- 0.0%
    Healthsouth Corp. [CVT]
      3.25%, 04/01/03..................       10          7,900
                                                   ------------
INDUSTRIAL PRODUCTS -- 0.0%
    Safety Components International,
      Inc. Cl-B
      10.125%, 07/15/07................       10          2,050
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)       VALUE
                                         -------   ------------
<S>                                      <C>       <C>
INSURANCE -- 0.3%
    General Electric Global Insurance
      7.75%, 06/15/30..................  $ 1,000   $    992,331
    John Hancock Global Funding II 144A
      7.90%, 07/02/10..................      900        898,313
                                                   ------------
                                                      1,890,644
                                                   ------------
OIL & GAS -- 1.4%
    Amerada Hess Corp.
      7.875%, 10/01/29.................      700        688,865
    Kinder Morgan Energy Partners
      6.30%, 02/01/09..................    1,400      1,261,352
    Occidental Petroleum Corp.
      7.375%, 11/15/08.................    1,000        968,503
      9.25%, 08/01/19..................    1,190      1,298,753
    Oneok, Inc.
      7.75%, 08/15/06..................      500        498,008
    Statoil 144A
      7.375%, 05/01/16.................      900        851,670
    Tosco Corp.
      7.80%, 01/01/27..................      900        859,839
    Union Pacific Resources
      7.50%, 10/15/26..................    1,300      1,224,677
    YPF SA
      9.125%, 02/24/09.................      700        711,375
                                                   ------------
                                                      8,363,042
                                                   ------------
RAILROADS -- 0.3%
    Norfolk Southern Corp.
      7.05%, 05/01/37..................    1,800      1,762,387
                                                   ------------
REAL ESTATE -- 0.2%
    ERP Operating L.P.
      7.125%, 10/15/17.................      500        423,328
    Spieker Properties, Inc. [REIT]
      7.35%, 12/01/17..................    1,000        870,917
                                                   ------------
                                                      1,294,245
                                                   ------------
TELECOMMUNICATIONS -- 3.9%
    AT&T Canada, Inc.
      7.625%, 03/15/05.................    1,700      1,694,591
      7.65%, 09/15/06..................      700        693,991
    AT&T Corp.
      8.625%, 12/01/31.................    2,100      2,125,780
    Centel Capital Corp.
      9.00%, 10/15/19..................    3,000      3,308,348
    Comverse Technology, Inc. [CVT]
      4.50%, 07/01/05..................      695      2,995,450
    CSC Holdings, Inc.
      7.25%, 07/15/08..................       20         18,584
    Deutsche Telekom Financial Corp.
      8.00%, 06/15/10..................    1,050      1,060,649
    GTE Corp.
      6.84%, 04/15/18..................      400        359,277
    Lenfest Communications, Inc.
      8.25%, 02/15/08..................      350        347,989
    MCI WorldCom, Inc.
      7.125%, 06/15/27.................    1,150      1,138,428
</TABLE>


<PAGE>
AST AIM BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)       VALUE
                                         -------   ------------
<S>                                      <C>       <C>
    NTL, Inc. 144A
      5.75%, 12/15/09..................  $ 1,900   $  1,501,000
    Qwest Communications International,
      Inc.
      7.50%, 11/01/08..................    1,450      1,409,474
    Sprint Spectrum L.P.
      9.658%, 08/15/06 [STEP]..........       20         19,250
      11.00%, 08/15/06.................       10         10,767
    TCI Communications, Inc.
      8.75%, 08/01/15..................      400        433,371
    TeleCommunications, Inc.
      9.80%, 02/01/12..................    2,000      2,299,382
    Vodafone Airtouch PLC 144A
      7.75%, 02/15/10..................    1,500      1,489,664
    WorldCom, Inc.
      8.00%, 05/15/06..................    1,900      1,923,252
                                                   ------------
                                                     22,829,247
                                                   ------------
TRANSPORTATION -- 0.5%
    CSX Corp.
      9.00%, 08/15/06..................    3,000      3,111,732
UTILITIES -- 5.8%
    AES Corp.
      8.00%, 12/31/08..................      100         89,500
    Cleveland Electric Illuminating Co.
      Cl-B
      9.50%, 05/15/05..................       25         25,484
    CMS Energy Corp.
      8.125%, 05/15/02.................    4,000      3,915,487
    CMS Energy Corp. Cl-B
      6.75%, 01/15/04..................       40         37,060
    CMS Panhandle Holding Co.
      6.125%, 03/15/04.................    3,000      2,812,137
    Commonwealth Edison
      7.50%, 07/01/13..................    2,000      1,921,332
    Duke Energy Corp.
      7.875%, 08/15/04.................    1,500      1,510,325
    El Paso Electric Co.
      8.90%, 02/01/06..................    1,750      1,806,875
    El Paso Electric Co. Cl-E
      9.40%, 05/01/11..................       10         10,517
    Empire District Electric Co.
      7.70%, 11/15/04..................    1,300      1,305,421
    Enron Corp.
      8.375%, 05/23/05.................      450        464,418
    Hydro-Quebec
      8.62%, 12/15/11..................    2,000      2,192,752
    KN Energy, Inc.
      7.35%, 08/01/26..................    2,000      1,976,642
    Niagara Mohawk Power Corp. Cl-G
      7.75%, 10/01/08..................    4,000      3,905,288
    Niagara Mohawk Power Corp. Cl-H
      [STEP]
      8.36%, 07/01/10..................    2,500      1,923,735
    Northeast Utilities System
      8.38%, 03/01/05..................       19         18,182
      8.58%, 12/01/06..................        7          7,275
    NRG Energy, Inc.
      7.50%, 06/01/09..................      900        847,196
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)       VALUE
                                         -------   ------------
<S>                                      <C>       <C>
    Public Service of New Mexico Cl-A
      7.10%, 08/01/05..................  $ 1,200   $  1,159,950
    Sonat, Inc.
      7.625%, 07/15/11.................    1,900      1,860,529
    Southern Energy 144A
      7.90%, 07/15/09..................    2,500      2,289,443
    Tennessee Gas Pipeline
      7.50%, 04/01/17..................    2,000      1,903,564
    Texas-New Mexico Power Corp.
      6.25%, 01/15/09..................    1,000        865,593
    UtiliCorp United, Inc.
      6.70%, 10/15/06..................    1,500      1,481,360
                                                   ------------
                                                     34,330,065
                                                   ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $191,123,925)..................             190,929,460
                                                   ------------
U.S. TREASURY OBLIGATIONS -- 10.1%
    U.S. Treasury Notes
      6.625%, 05/31/02.................    4,000      4,007,031
      7.25%, 08/15/04..................    2,500      2,584,375
      5.875%, 11/15/04#................   14,500     14,287,039
      6.75%, 05/15/05..................    5,000      5,090,234
      6.50%, 08/15/05 - 02/15/10.......   23,000     23,301,334
      6.875%, 05/15/06.................   10,000     10,293,750
                                                   ------------
    (Cost $59,712,317).................              59,563,763
                                                   ------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 4.3%
    Federal National Mortgage Assoc.
      5.75%, 04/15/03..................    1,775      1,721,047
      6.57%, 07/03/00..................   23,652     23,643,367
                                                   ------------
    (Cost $25,420,075).................              25,364,414
                                                   ------------
<CAPTION>
                                         SHARES
                                         -------
<S>                                      <C>       <C>
FOREIGN STOCK -- 1.8%
INSURANCE -- 0.0%
    AXA SA -- (FRF)*...................    1,552        245,475
                                                   ------------
TELECOMMUNICATIONS -- 1.8%
    Libertel NV -- (NLG)*..............   74,500      1,139,067
    Nokia AB Oyj -- (FIM)..............   17,560        899,714
    NTT Mobile Communications Network,
      Inc. -- (JPY)....................       40      1,085,051
    Sonera Oyj -- (FIM)................   55,000      2,517,494
    Telefonica SA -- (ESP)*............  100,735      2,172,678
    Vodafone AirTouch PLC -- (GBP).....  661,995      2,675,842
                                                   ------------
                                                     10,489,846
                                                   ------------
TOTAL FOREIGN STOCK
  (Cost $7,468,379)....................              10,735,321
                                                   ------------
PREFERRED STOCK -- 1.6%
FINANCIAL SERVICES -- 0.5%
    Calpine Capital Trust
      5.75%............................   26,400      3,162,983
                                                   ------------
</TABLE>


<PAGE>
AST AIM BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                         SHARES       VALUE
                                         -------   ------------
<S>                                      <C>       <C>
OIL & GAS -- 0.3%
    Kerr-McGee Corp.
      5.50%............................   32,000   $  1,592,000
                                                   ------------
TELECOMMUNICATIONS -- 0.6%
    Broadwing, Inc.
      6.75% [CVT]......................   10,400        488,800
    Cablevision Systems Corp. Cl-M
      11.125% [PIK]....................       10          1,063
    NEXTLINK Communications, Inc.
      6.50% [CVT]......................    3,300        568,013
    Winstar Communications, Inc.
      7.25%............................    2,680      2,639,799
                                                   ------------
                                                      3,697,675
                                                   ------------
UTILITIES -- 0.2%
    AES Corp.
      6.75% [CVT]......................   15,000      1,072,500
    Public Service Co. of New Hampshire
      Cl-A
      10.60%...........................      705         17,691
                                                   ------------
                                                      1,090,191
                                                   ------------
TOTAL PREFERRED STOCK
  (Cost $7,793,807)....................               9,542,849
                                                   ------------
<CAPTION>
                                           PAR
                                          (000)
                                         -------
SOVEREIGN ISSUES -- 0.7%
CANADA
    Province of British Columbia
      5.375%, 10/29/08.................  $   500        443,110
    Province of Manitoba
      7.75%, 07/17/16..................    1,750      1,787,716
    Province of Newfoundland
      9.00%, 06/01/19..................      800        881,512
    Province of Quebec
      6.50%, 01/17/06..................    1,000        961,770
                                                   ------------
    (Cost $4,047,402)..................               4,074,108
                                                   ------------
<CAPTION>
                                         PRINCIPAL
                                         IN LOCAL
                                         CURRENCY
                                           (000)        VALUE
                                         ---------   ------------
<S>                                      <C>       <C>
FOREIGN BONDS -- 0.3%
AUSTRALIA -- 0.0%
    State Bank New South Wales
      8.625%, 08/20/01.................     1,000    $    613,341
NETHERLANDS -- 0.1%
    Tecnost International NV
      6.125%, 07/30/09.................       510         448,305
NEW ZEALAND -- 0.1%
    Export Development Corp.
      6.50%, 12/21/04..................       950         428,881
UNITED KINGDOM -- 0.1%
    British Sky Broadcasting
      7.75%, 07/09/09..................       320         457,161
                                                     ------------
TOTAL FOREIGN BONDS
  (Cost $2,184,223)....................                 1,947,688
                                                     ------------
<CAPTION>
                                            PAR
                                           (000)
                                         ---------
<S>                                      <C>         <C>
COLLATERALIZED MORTGAGE OBLIGATIONS -- 0.1%
    Independent National Mortgage Corp.
      Series 1994-V Cl-A1
      8.841%, 12/25/24.................   $    45          46,368
    Morgan Stanley Capital I Series
      1996-WF1 Cl-A2
      7.227%, 01/16/06.................       655         655,685
                                                     ------------
    (Cost $713,324)....................                   702,053
                                                     ------------
TOTAL INVESTMENTS -- 99.4%
  (Cost $501,510,413)..................               587,228,329
                                                     ------------
<CAPTION>
                                          NUMBER
                                            OF
                                         CONTRACTS
                                         ---------
<S>                                      <C>         <C>
WRITTEN OPTIONS -- 0.0%
CALL OPTIONS
    Analog Devices, Strike Price $105,
      Expires 07/21/00
    (Cost $(100,527))..................        18          (3,375)
                                                     ------------
OTHER ASSETS LESS LIABILITIES --0.6%...                 3,810,921
                                                     ------------
NET ASSETS -- 100.0%...................              $591,035,875
                                                     ============
</TABLE>

# Securities with an aggregate market value of $2,147,982 have been segregated
  with the custodian to cover margin requirements for the following open futures
  contracts at June 30, 2000:

<TABLE>
<CAPTION>
                            EXPIRATION    NUMBER OF      UNREALIZED
       DESCRIPTION            MONTH       CONTRACTS     DEPRECIATION
- ---------------------------------------------------------------------
<S>                         <C>           <C>          <C>
NASDAQ 100................    09/00           41         $   51,250
S&P 500...................    09/00           14             67,550
                                                         ----------
                                                         $  118,800
                                                         ==========
</TABLE>

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

Unless otherwise noted, all stocks are common stock.
Definitions of abbreviations are included following the Schedules of
Investments.
* Non-income producing security.
144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 2.6% of net assets.
See Notes to Financial Statements.


<PAGE>

AST FEDERATED HIGH YIELD PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
CORPORATE OBLIGATIONS -- 85.3%
AEROSPACE -- 0.3%
    Anteon Corp.
      12.00%, 05/15/09.................  $ 1,900  $  1,748,000
    Condor Systems, Inc. 144A
      11.875%, 05/01/09................      600       294,000
                                                  ------------
                                                     2,042,000
                                                  ------------
AUTOMOTIVE PARTS -- 3.4%
    Accuride Corp. Cl-B
      9.25%, 02/01/08..................    1,950     1,667,250
    Aftermarket Technology, Inc.
      12.00%, 08/01/04.................    1,938     1,947,690
    Aftermarket Technology, Inc. Cl-D
      12.00%, 08/01/04.................      350       351,750
    American Axle & Manufacturing, Inc.
      9.75%, 03/01/09..................    5,100     4,806,750
    French, (J.L.) Automotive Casting,
      Inc. 144A
      11.50%, 06/01/09.................    2,550     2,333,250
    HDA Parts System, Inc.
      12.00%, 08/01/05.................    2,275     1,649,375
    Lear Corp.
      9.50%, 07/15/06..................    2,500     2,437,500
      8.11%, 05/15/09..................    3,800     3,479,812
    Oxford Automotive, Inc.
      10.125%, 06/15/07................    2,000     1,850,000
                                                  ------------
                                                    20,523,377
                                                  ------------
BEVERAGES -- 0.6%
    National Wine & Spirits
      10.125%, 01/15/09................    1,450     1,402,875
    Triarc Consumer Beverage Co.
      10.25%, 02/15/09.................    2,500     2,425,000
                                                  ------------
                                                     3,827,875
                                                  ------------
BROADCASTING -- 4.7%
    Acme Television Co. Cl-B [STEP]
      11.043%, 09/30/04................    2,175     2,088,000
    Australis Media Ltd. [STEP]
      45.45%, 05/15/03.................       11           160
    Australis Media Ltd. Units [STEP]
      16.00%, 05/15/03.................      625         9,375
    Big City Radio, Inc. [STEP]
      12.937%, 03/15/05................    2,950     1,666,750
    Capstar Broadcasting Partners, Inc.
      [PIK]
      12.00%, 07/01/09.................      824       953,896
    Chancellor Media Corp. L.A. Cl-B
      8.75%, 06/15/07..................    1,950     1,979,250
      8.125%, 12/15/07.................    5,750     5,800,313
    Fox/Liberty Networks LLC [STEP]
      9.208%, 08/15/07.................    5,550     4,342,875
    Sinclair Broadcast Group, Inc.
      10.00%, 09/30/05.................    2,700     2,602,125
      8.75%, 12/15/07..................    1,650     1,460,250
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    UIH Australia Pacific, Inc. Cl-B
      [STEP]
      11.248%, 05/15/06................  $ 2,725  $  2,493,375
    UnitedGlobalCom, Inc. Cl-B [STEP]
      10.75%, 02/15/08.................    4,300     2,988,500
    XM Satellite Radio, Inc. 144A
      14.00%, 03/15/10.................    1,750     1,553,125
                                                  ------------
                                                    27,937,994
                                                  ------------
BUILDING MATERIALS -- 0.9%
    American Builders & Contractors
      Supply Co., Inc. Cl-B
      10.625%, 05/15/07................    1,625     1,340,625
    ISG Resources, Inc.
      10.00%, 04/15/08.................    1,650     1,513,875
    Juno Lighting, Inc.
      11.875%, 07/01/09................    2,025     1,690,875
    NCI Building Systems, Inc. Cl-B
      9.25%, 05/01/09..................    1,000       945,000
                                                  ------------
                                                     5,490,375
                                                  ------------
BUSINESS SERVICES -- 3.8%
    e.spire Communications, Inc. [STEP]
      13.748%, 04/01/06................    1,400       605,500
    Intermedia Communications, Inc.
      [STEP]
      10.749%, 05/15/06................    4,850     4,631,750
      12.25%, 03/01/09.................    4,500     2,677,500
    Intermedia Communications, Inc.
      Cl-B
      8.875%, 11/01/07.................    1,000       942,500
      8.60%, 06/01/08..................      550       508,750
    Orion Network Systems
      11.25%, 01/15/07.................    2,750     1,608,750
    Sitel Corp.
      9.25%, 03/15/06..................    2,800     2,562,000
    Teligent, Inc.
      11.50%, 12/01/07.................    3,475     2,762,625
    Teligent, Inc. Cl-B [STEP]
      14.981%, 03/01/08................    3,000     1,455,000
    U.S. Office Products Co.
      9.75%, 06/15/08..................    4,475     1,006,875
    Winstar Communications, Inc. 144A
      10.612%, 04/15/10 [STEP].........    4,959     2,380,320
      12.75%, 04/15/10.................    1,693     1,642,210
                                                  ------------
                                                    22,783,780
                                                  ------------
CABLE TELEVISION -- 7.0%
    Charter Communications Holdings LLC
      10.00%, 04/01/09.................    2,000     1,950,000
      12.357%, 04/01/11 [STEP].........    7,850     4,494,125
    Comcast U.K. Cable Corp. [STEP]
      10.997%, 11/15/07................    2,900     2,726,000
    CSC Holdings, Inc.
      9.25%, 11/01/05..................    4,525     4,547,625
      7.875%, 12/15/07.................    1,700     1,648,201
      9.875%, 02/15/13.................      500       507,500
</TABLE>


<PAGE>
AST FEDERATED HIGH YIELD PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Diamond Cable Communications PLC
      [STEP]
      10.751%, 12/15/05................  $ 4,000  $  3,820,000
    Diamond Holdings Co. PLC
      9.125%, 02/01/08.................    1,875     1,753,125
    Echostar DBS Corp.
      9.375%, 02/01/09.................    3,925     3,826,875
    NTL, Inc. Cl-B [STEP]
      10.408%, 02/01/06................    5,100     4,717,499
    Pegasus Communications Corp. Cl-B
      9.625%, 10/15/05.................    1,725     1,673,250
      9.75%, 12/01/06..................    1,500     1,455,000
    Rogers Cablesystems of America,
      Inc.
      11.00%, 12/01/15.................      750       806,250
    TeleWest Communications PLC
      11.25%, 11/01/08.................      525       535,500
      9.25%, 04/15/09 [STEP]...........    3,450     1,880,250
    United Pan-Europe Communication
      Corp. [STEP]
      13.221%, 04/15/08................    3,125     1,546,875
      12.475%, 08/01/09................    7,400     3,663,000
                                                  ------------
                                                    41,551,075
                                                  ------------
CHEMICALS -- 3.9%
    Foamex Capital Corp.
      13.50%, 08/15/05.................      500       430,000
    General Chemical Industry Products,
      Inc.
      10.625%, 05/01/09................    2,000     1,750,000
    Georgia Gulf Corp.
      10.375%, 11/01/07................      950       988,000
    Huntsman Corp. 144A
      9.50%, 07/01/07..................    3,125     2,828,125
    Huntsman ICI Chemicals Corp.
      10.125%, 07/01/09................    1,200     1,212,000
    Lyondell Chemical Co.
      10.875%, 05/01/09................    6,500     6,467,500
    Polymer Group, Inc. Cl-B
      9.00%, 07/01/07..................    3,475     2,971,125
      8.75%, 03/01/08..................    2,450     2,070,250
    Sterling Chemicals Holdings, Inc.
      [STEP]
      11.077%, 08/15/08................    2,150       806,250
    Sterling Chemicals, Inc.
      11.75%, 08/15/06.................      950       783,750
    Texas Petrochemical Corp.
      11.125%, 07/01/06................    1,725     1,474,875
    United Industries Corp. Cl-B
      9.875%, 04/01/09.................    1,700     1,028,500
                                                  ------------
                                                    22,810,375
                                                  ------------
CLOTHING & APPAREL -- 0.6%
    Boyds Collection Ltd.
      9.00%, 05/15/08..................      717       630,960
    Dyersburg Corp. Cl-B
      9.75%, 09/01/07..................    1,725       181,125
    GFSI, Inc. Cl-B
      9.625%, 03/01/07.................    2,425     1,758,125
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Pillowtex Corp.
      10.00%, 11/15/06.................  $ 1,600  $    584,000
    Pillowtex Corp. Cl-B
      9.00%, 12/15/07..................    1,825       647,875
                                                  ------------
                                                     3,802,085
                                                  ------------
COMPUTER SERVICES & SOFTWARE -- 0.6%
    Exodus Communications, Inc. 144A
      11.625%, 07/15/10................    2,000     2,020,000
    Verio, Inc.
      10.625%, 11/15/09................    1,700     1,878,500
                                                  ------------
                                                     3,898,500
                                                  ------------
CONGLOMERATES -- 0.5%
    Eagle-Picher Industries, Inc.
      9.375%, 03/01/08.................    3,350     2,847,500
                                                  ------------
CONSTRUCTION -- 0.7%
    Formica Corp.
      10.875%, 03/01/09................    1,800     1,395,000
    MMI Products, Inc. Cl-B
      11.25%, 04/15/07.................    3,100     3,053,500
                                                  ------------
                                                     4,448,500
                                                  ------------
CONSUMER PRODUCTS & SERVICES -- 4.2%
    Albecca, Inc.
      10.75%, 08/15/08.................    4,000     3,380,000
    American Safety Razor Co.
      9.875%, 08/01/05.................    1,000       965,000
    Amscan Holdings, Inc.
      9.875%, 12/15/07.................    1,800     1,485,000
    Cabot Safety Corp.
      12.50%, 07/15/05.................    2,500     2,512,500
    Chattem, Inc. Cl-B
      8.875%, 04/01/08.................    2,500     2,012,500
    Collins & Aikman Floor Coverings
      Corp.
      10.00%, 01/15/07.................    1,400     1,365,000
    Collins & Aikman Products Corp.
      11.50%, 04/15/06.................    1,000       962,500
    Diamond Brands Operating, Inc.
      [STEP]
      12.83%, 04/15/09.................    1,500       142,500
    Glenoit Corp.++
      11.00%, 04/15/07.................    2,000       290,000
    Jostens, Inc. 144A
      12.75%, 05/01/10.................    1,800     1,791,000
    NBTY, Inc. Cl-B
      8.625%, 09/15/07.................    2,350     2,056,250
    Revlon Consumer Products Corp.
      8.125%, 02/01/06.................    2,000     1,450,000
      8.625%, 02/01/08.................    5,000     2,550,000
    Scotts Co. 144A
      8.625%, 01/15/09.................    1,000       955,000
</TABLE>


<PAGE>
AST FEDERATED HIGH YIELD PORTFOLIO
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Sleepmaster, Inc.
      11.00%, 05/15/09.................  $ 1,100  $  1,039,500
    Volume Services America, Inc.
      11.25%, 03/01/09.................    2,200     2,024,000
                                                  ------------
                                                    24,980,750
                                                  ------------
CONTAINERS & PACKAGING -- 1.6%
    Container Corp. of America
      11.25%, 05/01/04.................      250       255,000
    Huntsman Packaging Corp. 144A
      13.00%, 06/01/10.................    1,000     1,030,000
    Owens-Illinois, Inc.
      7.15%, 05/15/05..................    2,000     1,831,619
      8.10%, 05/15/07..................    1,000       939,840
      7.35%, 05/15/08..................    1,050       930,605
    Russell Stanley Holdings, Inc.
      10.875%, 02/15/09................    1,950     1,335,750
    Stone Container Corp.
      12.25%, 04/01/02.................      125       127,188
      11.50%, 10/01/04.................    1,350     1,404,000
      12.58%, 08/01/16 [VR]............    1,550     1,604,250
                                                  ------------
                                                     9,458,252
                                                  ------------
DIVERSIFIED -- 0.2%
    Blount International, Inc.
      13.00%, 08/01/09.................      950       973,750
                                                  ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 1.2%
    Amphenol Corp.
      9.875%, 05/15/07.................    1,400     1,421,000
    Electronic Retailing Systems, Inc.
      [STEP]
      13.25%, 02/01/04.................      875       185,938
    Flextronics International Ltd. 144A
      9.875%, 07/01/10.................    1,050     1,068,375
    SCG Holdings Corp.
      12.00%, 08/01/09.................      845       908,375
    WESCO Distribution, Inc. Cl-B
      9.125%, 06/01/08.................    4,200     3,864,000
                                                  ------------
                                                     7,447,688
                                                  ------------
ENTERTAINMENT & LEISURE -- 2.7%
    AMF Group, Inc. [STEP]
      9.822%, 03/15/06.................    3,462       709,710
    Florida Panthers Holdings, Inc.
      9.875%, 04/15/09.................    3,925     3,699,313
    Premier Parks, Inc.
      9.25%, 04/01/06..................    2,275     2,166,938
      9.75%, 06/15/07..................    2,600     2,522,000
      9.724%, 04/01/08 [STEP]..........    6,250     4,296,874
    Regal Cinemas, Inc.
      9.50%, 06/01/08..................    5,125     1,255,625
    True Temper Sports, Inc.
      10.875%, 12/01/08................    1,875     1,846,875
                                                  ------------
                                                    16,497,335
                                                  ------------
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
ENVIRONMENTAL SERVICES -- 2.4%
    Allied Waste North America Co.
      10.00%, 08/01/09.................  $17,450  $ 14,658,000
                                                  ------------
EQUIPMENT SERVICES -- 0.2%
    Coinmach Corp. Cl-D
      11.75%, 11/15/05.................    1,100     1,061,500
                                                  ------------
FARMING & AGRICULTURE -- 0.1%
    Royster-Clark, Inc.
      10.25%, 04/01/09.................    1,100       896,500
                                                  ------------
FINANCIAL-BANK & TRUST -- 1.4%
    GS Escrow Corp.
      7.125%, 08/01/05.................    7,925     7,061,017
    RBF Finance Co.
      11.00%, 03/15/06.................      500       540,000
      11.375%, 03/15/09................    1,050     1,139,250
                                                  ------------
                                                     8,740,267
                                                  ------------
FINANCIAL SERVICES -- 0.3%
    Unifrax Investment Corp.
      10.50%, 11/01/03.................    2,125     1,986,875
                                                  ------------
FOOD -- 1.6%
    Agrilink Foods, Inc.
      11.875%, 11/01/08................    3,700     2,978,499
    Del Monte Foods Co. [STEP]
      12.139%, 12/15/07................    1,100       838,750
    Dominos, Inc. Cl-B
      10.375%, 01/15/09................    2,000     1,865,000
    Eagle Family Foods, Inc. Cl-B
      8.75%, 01/15/08..................    2,200     1,309,000
    International Home Foods, Inc.
      10.375%, 11/01/06................    2,600     2,795,000
    Jitney-Jungle Stores, Inc.
      10.375%, 09/15/07................    2,725        34,063
    Nebco Evans Holding Co. [STEP]
      11.645%, 07/15/07................    1,250         7,813
                                                  ------------
                                                     9,828,125
                                                  ------------
FURNITURE -- 0.2%
    Sealy Mattress Co. Cl-B
      9.875%, 12/15/07.................      775       751,750
      10.875%, 12/15/07 [STEP].........    1,000       725,000
                                                  ------------
                                                     1,476,750
                                                  ------------
HEALTHCARE SERVICES -- 3.7%
    Everest Healthcare Services, Inc.
      9.75%, 05/01/08..................    1,575     1,330,875
    Genesis Health Ventures, Inc.
      9.25%, 10/01/06..................    1,000        95,000
      9.875%, 01/15/09.................    1,450       181,250
    HCA-The Healthcare Co.
      6.91%, 06/15/05..................    2,950     2,697,893
</TABLE>


<PAGE>
AST FEDERATED HIGH YIELD PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Hudson Respiratory Care, Inc.
      9.125%, 04/15/08.................  $   850  $    599,250
    Tenet Healthcare Corp.
      8.00%, 01/15/05..................    4,000     3,870,000
      8.625%, 01/15/07.................    3,500     3,368,750
      8.125%, 12/01/08.................    5,000     4,625,000
      9.25%, 09/01/10 144A.............    5,750     5,821,875
                                                  ------------
                                                    22,589,893
                                                  ------------
INDUSTRIAL PRODUCTS -- 0.5%
    Continental Global Group, Inc. Cl-B
      11.00%, 04/01/07.................    2,100       556,500
    Hexcel Corp.
      9.75%, 01/15/09..................      750       686,250
    URS Corp. Cl-B 144A
      12.25%, 05/01/09.................    1,775     1,801,625
                                                  ------------
                                                     3,044,375
                                                  ------------
INTERNET SERVICES -- 2.4%
    Call-Net Enterprises, Inc. [STEP]
      8.522%, 08/15/07.................    4,100     1,962,670
      9.573%, 08/15/08.................    3,800     1,497,846
      10.826%, 05/15/09................    4,800     1,848,000
    Northpoint Communications Group,
      Inc. 144A
      12.875%, 02/15/10................    2,500     1,812,500
    PSINet, Inc.
      11.50%, 11/01/08.................      800       764,000
      11.00%, 08/01/09.................    3,000     2,820,000
    PSINet, Inc. Cl-B
      10.00%, 02/15/05.................    2,500     2,325,000
    Rhythms Netconnections 144A
      14.00%, 02/15/10.................    1,500     1,087,500
    Verio, Inc.
      11.25%, 12/01/08.................      575       641,125
                                                  ------------
                                                    14,758,641
                                                  ------------
MACHINERY & EQUIPMENT -- 2.4%
    Clark Materials Handling Corp.
      Cl-D++
      10.75%, 11/15/06.................    2,625       406,875
    Columbus McKinnon Corp.
      8.50%, 04/01/08..................    1,000       885,000
    National Equipment Services, Inc.
      Cl-B
      10.00%, 11/30/04.................      975       814,125
    National Equipment Services, Inc.
      Cl-D
      10.00%, 11/30/04.................    2,250     1,878,750
    NationsRent, Inc.
      10.375%, 12/15/08................    3,100     1,999,500
    Tekni-Plex, Inc. 144A
      12.75%, 06/15/10.................    1,400     1,403,500
    United Rentals, Inc.
      9.25%, 01/15/09..................    3,600     3,258,000
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    United Rentals, Inc. Cl-B
      9.00%, 04/01/09..................  $ 2,750  $  2,447,500
    Woods Equipment Co.
      12.00%, 07/15/09.................    1,375     1,161,875
                                                  ------------
                                                    14,255,125
                                                  ------------
MEDICAL SUPPLIES & EQUIPMENT -- 2.6%
    CONMED Corp.
      9.00%, 03/15/08..................    2,975     2,737,000
    Dade International, Inc. Cl-B
      11.125%, 05/01/06................    2,575     1,454,875
    Fisher Scientific International,
      Inc.
      9.00%, 02/01/08..................    2,975     2,774,188
      9.00%, 02/01/08..................    4,200     3,916,500
    Hanger Orthopedic Group, Inc.
      11.25%, 06/15/09.................    1,775     1,553,125
    Kinetic Concepts, Inc. Cl-B
      9.625%, 11/01/07.................    4,050     3,017,250
                                                  ------------
                                                    15,452,938
                                                  ------------
METALS & MINING -- 1.1%
    AEI Resources, Inc. 144A
      10.50%, 12/15/05.................    2,800       574,000
      11.50%, 12/15/06.................    3,375       354,375
    Euramax International PLC
      11.25%, 10/01/06.................    1,825     1,742,875
    Murrin Murrin Holdings Pty. Ltd.
      9.375%, 08/31/07.................      650       572,000
    Neenah Corp. Cl-B
      11.125%, 05/01/07................    1,725     1,328,250
    Neenah Corp. Cl-F
      11.125%, 05/01/07................    1,450     1,116,500
    Republic Technologies, Inc.
      13.75%, 07/15/09.................    1,700       221,000
    Ryerson Tull, Inc.
      9.125%, 07/15/06.................      900       859,347
                                                  ------------
                                                     6,768,347
                                                  ------------
OFFICE EQUIPMENT -- 0.4%
    Buhrmann U.S., Inc.
      12.25%, 11/01/09.................    2,425     2,534,125
                                                  ------------
OIL & GAS -- 1.9%
    Continental Resources, Inc.
      10.25%, 08/01/08.................    3,075     2,767,500
    DI Industries, Inc.
      8.875%, 07/01/07.................      975       931,125
    Pogo Producing Co. Cl-B
      10.375%, 02/15/09................    2,100     2,152,500
    R&B Falcon Corp.
      12.25%, 03/15/06.................    3,050     3,370,250
</TABLE>


<PAGE>
AST FEDERATED HIGH YIELD PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    R&B Falcon Corp. Cl-B
      6.75%, 04/15/05..................  $ 1,600  $  1,448,000
    Triton Energy Ltd.
      9.25%, 04/15/05..................      850       845,750
                                                  ------------
                                                    11,515,125
                                                  ------------
PRINTING & PUBLISHING -- 0.5%
    Garden State Newspapers, Inc. Cl-B
      8.75%, 10/01/09..................    2,575     2,356,125
    K-III Communications Corp.
      8.50%, 02/01/06..................    1,000       960,000
                                                  ------------
                                                     3,316,125
                                                  ------------
RAILROADS -- 0.3%
    Railworks Corp.
      11.50%, 04/15/09.................    1,600     1,544,000
                                                  ------------
REAL ESTATE -- 1.5%
    HMH Properties, Inc. Cl-A
      7.875%, 08/01/05.................      400       370,000
    HMH Properties, Inc. Cl-B
      7.875%, 08/01/08.................    6,000     5,422,500
    HMH Properties, Inc. Cl-C
      8.45%, 12/01/08..................    3,250     3,006,250
                                                  ------------
                                                     8,798,750
                                                  ------------
RESTAURANTS -- 0.4%
    Advantica Restaurant Group, Inc.
      11.25%, 01/15/08.................    1,750     1,163,750
    Carrols Corp.
      9.50%, 12/01/08..................    1,800     1,503,000
                                                  ------------
                                                     2,666,750
                                                  ------------
RETAIL & MERCHANDISING -- 0.1%
    Community Distributors, Inc. Cl-B
      10.25%, 10/15/04.................    1,000       795,000
                                                  ------------
SEMICONDUCTORS -- 0.5%
    Fairchild Semiconductor Corp.
      10.375%, 10/01/07 144A...........    1,500     1,522,500
      10.75%, 04/15/09.................    2,100     1,417,500
                                                  ------------
                                                     2,940,000
                                                  ------------
TELECOMMUNICATIONS -- 21.8%
    Arch Communications, Inc.
      12.75%, 07/01/07.................    1,400     1,127,000
    Centennial Cellular Corp.
      10.75%, 12/15/08.................    2,250     2,261,250
    Crown Castle International Corp.
      10.524%, 05/15/11 [STEP].........    7,875     4,843,125
      10.75%, 08/01/11.................    1,100     1,122,000
      11.07%, 08/01/11 [STEP]..........    1,500       937,500
    Dolphin Telecom PLC [STEP]
      14.00%, 05/15/09.................    3,200     1,136,000
    Global Crossing Holdings Ltd.
      9.50%, 11/15/09..................    8,900     8,588,499
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Hermes Europe Railtel BV, Inc.
      11.50%, 08/15/07.................  $ 3,975  $  3,498,000
      10.375%, 01/15/09................    1,825     1,523,875
    Intermedia Communications, Inc.
      Cl-B [STEP]
      10.458%, 07/15/07................    1,050       834,750
    Lenfest Communications, Inc.
      8.25%, 02/15/08..................    2,275     2,253,774
    Level 3 Communications, Inc.
      9.125%, 05/01/08.................    6,300     5,685,750
      11.004%, 12/01/08 [STEP].........    9,575     5,745,000
    McLeodUSA, Inc.
      9.732%, 03/01/07 [STEP]..........    6,175     5,125,250
      9.25%, 07/15/07..................    1,300     1,261,000
      8.375%, 03/15/08.................    1,250     1,150,000
    Metricom, Inc.
      13.00%, 02/15/10.................      700       472,500
    MetroMedia Fiber Network, Inc.
      10.00%, 12/15/09.................    2,725     2,684,125
    Millicom International Cellular SA
      [STEP]
      11.76%, 06/01/06.................    5,375     4,595,625
    Nextel Communications, Inc.
      10.213%, 02/15/08 [STEP].........    6,500     4,793,750
      9.375%, 11/15/09.................    8,050     7,768,249
    Nextel International, Inc. [STEP]
      12.125%, 04/15/08................    1,750     1,149,278
    Nextel Partners, Inc. [STEP]
      6.885%, 02/01/09.................    1,235       864,500
    NEXTLINK Communications, Inc.
      9.00%, 03/15/08..................    1,575     1,452,938
      10.039%, 04/15/08 [STEP].........    3,000     1,890,000
      10.75%, 06/01/09.................    2,750     2,729,375
      12.20%, 06/01/09 [STEP]..........   10,800     6,750,000
    NTL, Inc. Cl-B [STEP]
      9.316%, 04/01/08.................    7,825     4,929,750
      10.822%, 10/01/08................      550       357,500
    Orius Capital Corp. 144A
      12.75%, 02/01/10.................    1,675     1,733,625
    Pegasus Media & Communications,
      Inc.
      12.50%, 07/01/05.................      975     1,018,875
    Qwest Communications International,
      Inc. [STEP]
      8.54%, 10/15/07..................    3,875     3,158,125
    Qwest Communications International,
      Inc. Cl-B [STEP]
      8.29%, 02/01/08..................    2,250     1,738,125
    RCN Corp. [STEP]
      11.939%, 10/15/07................      950       584,250
      12.606%, 07/01/08................    1,100       599,500
    RCN Corp. Cl-B [STEP]
      12.361%, 02/15/08................    1,700       926,500
    Rogers Cantel, Inc.
      8.80%, 10/01/07..................    4,000     4,000,000
    SpectraSite Holdings, Inc. [STEP]
      144A
      12.875%, 03/15/10................    2,500     1,387,500
</TABLE>


<PAGE>
AST FEDERATED HIGH YIELD PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Telecommunications Techniques Co.
      9.75%, 05/15/08..................  $ 5,825  $  5,388,125
    Telesystem International Wireless,
      Inc. Cl-B [STEP]
      12.656%, 06/30/07................    5,325     3,754,125
      10.50%, 11/01/07.................      800       484,000
    Tritel PCS, Inc. [STEP]
      11.607%, 05/15/09................    1,000       665,000
    Triton PCS Holdings, Inc. [STEP]
      11.291%, 05/01/08................    4,850     3,564,750
    U.S. Unwired, Inc. [STEP]
      13.288%, 11/01/09................    1,825     1,012,875
    US Xchange LLC++
      15.00%, 07/01/08.................    1,625     1,775,313
    USA Mobile Communications Holdings,
      Inc.
      9.50%, 02/01/04..................      650       484,250
    Viatel, Inc.
      11.25%, 04/15/08.................    2,525     1,906,375
      12.374%, 04/15/08 [STEP].........    2,250     1,046,250
      11.50%, 03/15/09.................    1,250       956,250
    Voicestream Wireless Holdings
      10.375%, 11/15/09................    1,600     1,672,000
      11.732%, 11/15/09................    5,625     3,796,875
    Williams Communications Group, Inc.
      10.875%, 10/01/09................    1,900     1,862,000
                                                  ------------
                                                   131,045,051
                                                  ------------
TRANSPORTATION -- 1.8%
    Allied Holdings, Inc. Cl-B
      8.625%, 10/01/07.................      400       356,000
    Ameritruck Distribution Corp.
      Cl-B++
      12.25%, 11/15/05.................    1,950           195
    Gearbulk Holding Ltd.
      11.25%, 12/01/04.................    2,400     2,430,000
    Holt Group, Inc.
      9.75%, 01/15/06..................    1,350       141,750
    Motor Coach Industries, Inc.
      11.25%, 05/01/09.................    2,100     1,837,500
    Stena AB
      10.50%, 12/15/05.................    3,275     3,225,875
      8.75%, 06/15/07..................    2,775     2,442,000
    Stena Line AB
      10.625%, 06/01/08................    1,250       737,500
                                                  ------------
                                                    11,170,820
                                                  ------------
UTILITIES -- 0.3%
    CMS Energy Corp.
      7.50%, 01/15/09..................    1,100       986,084
    El Paso Electric Co. Cl-E
      9.40%, 05/01/11..................      175       184,541
    International Utility Structures,
      Inc.
      10.75%, 02/01/08.................      925       763,125
                                                  ------------
                                                     1,933,750
                                                  ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $604,092,306)..................            515,098,043
                                                  ------------
<CAPTION>
                                         SHARES      VALUE
                                         ------      -----
<S>                                      <C>      <C>
PREFERRED STOCK -- 3.3%
BROADCASTING -- 0.5%
    Benedek Communications Corp.
      11.50% [PIK].....................    1,600  $  1,048,000
    Sinclair Capital Cl-A
      11.625%..........................   22,500     2,126,250
                                                  ------------
                                                     3,174,250
                                                  ------------
FINANCIAL SERVICES -- 0.1%
    California Federal Capital Corp.
      Cl-A
      9.125% [PIK].....................   30,000       656,250
                                                  ------------
FOOD -- 0.0%
    Nebco Evans Holding Co.
      11.25% [PIK].....................    8,483         5,302
                                                  ------------
HEALTHCARE SERVICES -- 0.1%
    River Holding Corp. Cl-B
      11.50% [PIK].....................    6,266       441,753
                                                  ------------
INDUSTRIAL PRODUCTS -- 0.0%
    International Utility Structures,
      Inc.
      $13.00 [PIK] 144A................      125       106,875
    International Utility Structures,
      Inc.
      13.00% [PIK] 144A................       34         2,805
                                                  ------------
                                                       109,680
                                                  ------------
MACHINERY & EQUIPMENT -- 0.1%
    Fairfield Manufacturing Co., Inc.
      11.25%...........................      650       555,750
                                                  ------------
OIL & GAS -- 0.3%
    R&B Falcon Corp.
      13.875% [PIK]....................    1,532     1,753,678
                                                  ------------
PRINTING & PUBLISHING -- 1.2%
    Primedia, Inc. Cl-D
      10.00%...........................   23,750     2,303,750
    Primedia, Inc. Cl-F
      9.20%............................   15,000     1,372,500
    Primedia, Inc. Cl-H
      8.625%...........................   43,100     3,685,049
                                                  ------------
                                                     7,361,299
                                                  ------------
TELECOMMUNICATIONS -- 1.0%
    AMFM Operating, Inc.
      12.625% [PIK]....................  967,500     1,117,463
    Nextel Communications, Inc.
      13.00% [PIK].....................    1,200     1,284,000
    Nextel Communications, Inc.
      Cl-E 11.125% [PIK]...............      956       927,320
    Pegasus Communications Corp. Cl-A
      12.75% [PIK].....................    2,758     2,785,658
                                                  ------------
                                                     6,114,441
                                                  ------------
TOTAL PREFERRED STOCK
  (Cost $21,712,832)...................             20,172,403
                                                  ------------
</TABLE>


<PAGE>
AST FEDERATED HIGH YIELD PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES      VALUE
                                         ------      -----
<S>                                      <C>      <C>
COMMON STOCK -- 0.1%
BROADCASTING -- 0.0%
    Australis Holdings Warrants
      144A*............................    1,000  $         10
                                                  ------------
CHEMICALS -- 0.0%
    Sterling Chemicals Holdings, Inc.
      Warrants*........................    1,075         9,406
                                                  ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.0%
    Electronic Retailing Systems, Inc.
      Warrants 144A*...................      875           875
                                                  ------------
METALS & MINING -- 0.0%
    Bar Technologies, Inc. Warrants
      144A*............................      300             0
    Republic Technologies Warrants*....    1,700             0
    Royal Oak Mines, Inc.++*...........   66,164             0
                                                  ------------
OIL & GAS -- 0.1%
    R&B Falcon Corp. Warrants 144A*....      750       374,250
                                                  ------------
PRINTING & PUBLISHING -- 0.0%
    MediaNews Group, Inc.*.............    1,000       150,000
                                                  ------------
TELECOMMUNICATIONS -- 0.0%
    Metricom, Inc. Warrants*...........    1,350         2,734
    MetroNet Communications Corp.
      Warrants 144A*...................    1,525       167,750
    Sullivan Broadcasting Holdings,
      Inc.*............................    2,400             0
    UIH Australia Warrants*............    3,100        93,000
    Wireless One, Inc. Warrants*.......    1,500            15
                                                  ------------
                                                       263,499
                                                  ------------
TOTAL COMMON STOCK
  (Cost $239,288)......................                798,040
                                                  ------------
<CAPTION>
                                           PAR
                                          (000)
                                          -----
<S>                                      <C>      <C>
REPURCHASE AGREEMENTS -- 9.9%
  Greenwich Capital Markets, Inc.
    6.25% dated 06/30/00, maturing
    07/03/00, repurchase price
    $59,895,179 (Collateralized by U.S.
    Treasury Notes, par value
    $61,548,000, market value
    $61,024,365 due 11/15/04)
  (Cost $59,864,000)...................  $59,864  $ 59,864,000
                                                  ------------
TOTAL INVESTMENTS -- 98.6%
  (Cost $685,908,426)..................            595,932,486
OTHER ASSETS LESS
  LIABILITIES -- 1.4%..................              8,677,573
                                                  ------------
NET ASSETS -- 100.0%...................           $604,610,059
                                                  ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

++ Illiquid security. At the end of the period, these securities amounted to
   0.4% of net assets.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 6.0% of net assets.

See Notes to Financial Statements.


<PAGE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
COMMON STOCK -- 46.4%
ADVERTISING -- 0.1%
    Omnicom Group, Inc. .............       3,800   $    338,438
                                                    ------------
AEROSPACE -- 0.3%
    Boeing Co. ......................      10,768        450,237
    General Dynamics Corp. ..........       2,500        130,625
    General Motors Corp. Cl-H*.......         660         57,915
    Honeywell International, Inc. ...      10,012        337,279
    Litton Industries, Inc.*.........       1,700         71,400
    Lockheed Martin Corp. ...........       5,600        138,950
    Northrop Grumman Corp. ..........       1,500         99,375
    Primex Technologies, Inc. .......         840         18,480
    Raytheon Co. Cl-B*...............       4,000         77,000
                                                    ------------
                                                       1,381,261
                                                    ------------
AIRLINES -- 0.1%
    Alaska Air Group, Inc.*..........       2,700         73,238
    AMR Corp.*.......................       2,400         63,450
    Delta Air Lines, Inc. ...........       2,000        101,125
    Southwest Airlines Co. ..........      10,025        189,848
                                                    ------------
                                                         427,661
                                                    ------------
AUTOMOBILE MANUFACTURERS -- 0.3%
    Ford Motor Co. ..................      16,000        688,000
    General Motors Corp. ............       8,080        469,145
    Honda Motor Co. Ltd. [ADR].......       3,700        254,375
                                                    ------------
                                                       1,411,520
                                                    ------------
AUTOMOTIVE PARTS -- 0.2%
    Arvin Industries, Inc. ..........       1,800         31,275
    Dana Corp. ......................       2,880         61,020
    Delphi Automotive Systems
      Corp. .........................       6,919        101,623
    Eaton Corp. .....................       1,600        107,199
    Federal-Mogul Corp. .............       2,600         24,863
    Genuine Parts Co. ...............       4,050         81,000
    Goodyear Tire & Rubber Co. ......       2,400         48,000
    Lear Corp.*......................       3,700         74,000
    Mark IV Industries, Inc. ........       4,300         89,763
    Superior Industries
      International, Inc. ...........       2,500         64,375
    TRW, Inc. .......................       1,400         60,725
    Visteon Corp.*...................       2,095         25,401
                                                    ------------
                                                         769,244
                                                    ------------
BEVERAGES -- 0.8%
    Anheuser-Busch Companies,
      Inc. ..........................       7,500        560,156
    Cadbury Schweppes PLC [ADR]......       4,246        111,458
    Coca-Cola Co. ...................      29,400      1,688,662
    Coca-Cola Enterprises, Inc. .....       7,000        114,188
    Compania Cervecerias Unidas SA
      [ADR]..........................       3,900         88,481
    PepsiCo, Inc. ...................      18,000        799,875
    Whitman Corp. ...................       4,900         60,638
                                                    ------------
                                                       3,423,458
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
BROADCASTING -- 0.2%
    Chris-Craft Industries, Inc.*....       1,462   $     96,583
    Clear Channel Communications,
      Inc.*..........................       4,000        300,000
    Hispanic Broadcasting Corp.*.....       3,800        125,875
    News Corp. Ltd. .................       5,400        294,300
                                                    ------------
                                                         816,758
                                                    ------------
BUILDING MATERIALS -- 0.2%
    Armstrong Holdings, Inc. ........         800         12,250
    Clayton Homes, Inc. .............       6,450         51,600
    Fastenal Co. ....................       2,100        106,313
    Martin Marietta Materials
      Corp. .........................       2,800        113,225
    Masco Corp. .....................       7,200        130,049
    Modine Manufacturing Co. ........       1,100         29,700
    USG Corp. .......................       1,800         54,675
    Vulcan Materials Co. ............       3,000        128,063
    York International Corp. ........       2,000         52,250
                                                    ------------
                                                         678,125
                                                    ------------
BUSINESS SERVICES -- 0.3%
    Adecco SA [ADR]*.................         141         14,964
    Avery Dennison Corp. ............       2,500        167,813
    Comdisco, Inc. ..................       5,700        127,181
    Convergys Corp.*.................       4,300        223,063
    Equifax, Inc. ...................       2,000         52,625
    First Data Corp. ................       7,200        357,299
    Manpower, Inc. ..................       3,800        121,600
    Navigant International, Inc.*....         215          2,069
    Nova Corp. ......................       3,100         86,606
    Parametric Technology Corp.*.....       5,000         55,000
    Quintiles Transnational Corp.*...       4,300         60,738
    Robert Half International,
      Inc.*..........................       7,700        219,450
                                                    ------------
                                                       1,488,408
                                                    ------------
CAPITAL GOODS -- 0.0%
    Harsco Corp. ....................       2,600         66,300
                                                    ------------
CHEMICALS -- 0.5%
    AKZO Nobel NV [ADR]..............         100          4,206
    Arch Chemicals, Inc. ............       1,050         22,969
    Cabot Corp. .....................       4,100        111,725
    Crompton Corp. ..................       9,451        115,775
    Dexter Corp. ....................       1,500         72,000
    Dow Chemical Co. ................       9,000        271,687
    DuPont, (E.I.) de Nemours &
      Co. ...........................      15,059        658,830
    FMC Corp.*.......................       1,600         92,800
    Grace, (W.R.) & Co.*.............       2,000         24,250
    Great Lakes Chemical Corp. ......       2,500         78,750
    Hanna, (M.A.) Co. ...............       3,400         30,600
    IMC Global, Inc. ................       6,000         78,000
    Imperial Chemical Industries
      PLC............................       3,000         92,438
    Lubrizol Corp. ..................       3,100         65,100
    Olin Corp. ......................       3,600         59,400
    Omnova Solutions, Inc. ..........       2,800         17,500
    PPG Industries, Inc. ............       3,000        132,938
    Rohm & Haas Co. .................       2,459         84,836
    Schulman, (A.), Inc. ............       3,000         36,188
    Solutia, Inc. ...................       5,560         76,450
                                                    ------------
                                                       2,126,442
                                                    ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
CLOTHING & APPAREL -- 0.2%
    Abercrombie & Fitch Co. Cl-A*....       3,600   $     43,875
    AnnTaylor Stores Corp.*..........       1,600         53,000
    Cintas Corp. ....................       5,400        198,113
    Jones Apparel Group, Inc.*.......       5,200        122,200
    Nike, Inc. Cl-B..................       5,500        218,968
    Payless ShoeSource, Inc.*........       1,181         61,633
    Ross Stores, Inc. ...............       5,200         88,725
    Springs Industries, Inc. Cl-A....       2,100         67,594
    Unifi, Inc.*.....................       4,800         59,400
                                                    ------------
                                                         913,508
                                                    ------------
COMPUTER HARDWARE -- 2.0%
    Compaq Computer Corp. ...........      23,368        597,345
    Dell Computer Corp.*.............      38,000      1,873,875
    EMC Corp.*.......................      26,000      2,000,375
    Hewlett-Packard Co. .............      12,000      1,498,500
    International Business Machines
      Corp. .........................      24,000      2,629,499
    Quantum Corp. - DLT & Storage
      Systems*.......................       6,500         62,969
    Quantum Corp. - Hard Disk
      Drive*.........................       2,650         29,316
    Seagate Technology, Inc.*........       4,500        247,500
    Storage Technology Corp.*........       3,700         40,469
                                                    ------------
                                                       8,979,848
                                                    ------------
COMPUTER SERVICES & SOFTWARE -- 5.2%
    Adobe Systems, Inc. .............       1,200        156,000
    Automatic Data Processing,
      Inc. ..........................       7,500        401,719
    Aztec Technology Partners,
      Inc.*..........................         430            934
    BMC Software, Inc.*..............       6,200        226,203
    Cadence Design Systems, Inc.*....       9,500        193,563
    Ceridian Corp.*..................       5,200        125,125
    Cisco Systems, Inc.*.............      84,000      5,339,249
    Citrix Systems, Inc.*............       6,200        117,413
    Computer Associates
      International, Inc. ...........       7,362        376,842
    Computer Sciences Corp.*.........       2,000        149,375
    Compuware Corp.*.................      11,400        118,275
    DST Systems, Inc.*...............         900         68,513
    Electronic Arts, Inc.*...........       2,800        204,225
    Electronic Data Systems Corp. ...       7,500        309,375
    Fiserv, Inc.*....................       4,525        195,706
    Informix Corp.*..................       7,300         54,294
    Intuit, Inc.*....................       7,800        322,725
    Legato Systems, Inc.*............       3,100         46,888
    Microsoft Corp.*.................      63,500      5,079,999
    NCR Corp.*.......................       2,400         93,450
    Networks Associates, Inc.*.......       6,350        129,381
    Novell, Inc.*....................       9,500         87,875
    Oracle Corp.*....................      39,250      3,299,452
    Paychex, Inc. ...................      11,400        478,800
    Policy Management Systems
      Corp.*.........................       1,700         26,138
    Siebel Systems, Inc.*............       7,800      1,275,788
    Structural Dynamics Research
      Corp.*.........................       2,500         37,656
    Sun Microsystems, Inc.*..........      18,800      1,709,625
    SunGard Data Systems, Inc.*......       3,200         99,200
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    Symantec Corp.*..................       3,500   $    188,781
    Synopsys, Inc.*..................       2,300         79,494
    Tech Data Corp.*.................       1,900         82,769
    Veritas Software Corp.*..........      14,400      1,627,425
                                                    ------------
                                                      22,702,257
                                                    ------------
CONGLOMERATES -- 1.0%
    Berkshire Hathaway, Inc. Cl-B*...         136        239,360
    Corning, Inc. ...................       5,200      1,403,350
    Minnesota Mining & Manufacturing
      Co. ...........................       5,300        437,250
    Ogden Corp. .....................       2,500         22,500
    Philip Morris Companies, Inc. ...      29,300        778,281
    Textron, Inc. ...................       1,500         81,469
    Tyco International Ltd. .........      20,800        985,400
    United Technologies Corp. .......       8,427        496,140
    Viad Corp. ......................       4,500        122,625
                                                    ------------
                                                       4,566,375
                                                    ------------
CONSTRUCTION -- 0.0%
    Granite Construction, Inc. ......       2,650         64,925
    Jacobs Engineering Group,
      Inc.*..........................       2,400         78,450
                                                    ------------
                                                         143,375
                                                    ------------
CONSUMER PRODUCTS & SERVICES -- 0.7%
    ACNielson Corp.*.................       3,100         68,200
    Church and Dwight Co., Inc. .....       2,000         36,000
    Clorox Co. ......................       3,256        145,910
    Colgate-Palmolive Co. ...........       7,500        449,063
    Cross, (A.T.) Co. Cl-A*..........       1,400          6,825
    Dial Corp. ......................       3,600         37,350
    Eastman Kodak Co. ...............       4,200        249,900
    Energizer Holdings, Inc.*........       2,000         36,500
    Fortune Brands, Inc. ............       4,100         94,556
    Gillette Co. ....................      14,000        489,124
    International Flavors &
      Fragrances, Inc. ..............       2,000         60,375
    Keane, Inc.*.....................       2,600         56,225
    Lancaster Colony Corp. ..........       1,550         29,741
    National Presto Industries,
      Inc. ..........................         800         24,600
    Pittston Brink's Group...........       1,300         17,794
    Procter & Gamble Co. ............      16,000        915,999
    RJ Reynolds Tobacco Holdings.....       4,200        117,338
    Shaw Industries, Inc. ...........       5,100         63,750
    Sotheby's Holdings, Inc. Cl-A....       3,400         59,500
    Stewart Enterprises, Inc. .......       8,900         31,428
    Universal Corp. .................       1,800         38,025
    WestPoint Stevens, Inc. .........       2,300         25,588
                                                    ------------
                                                       3,053,791
                                                    ------------
CONTAINERS & PACKAGING -- 0.1%
    Bemis Co., Inc. .................       2,700         90,788
    Owens Illinois, Inc.*............       3,700         43,244
    Sealed Air Corp.*................       2,400        125,700
    Sonoco Products Co. .............       3,910         80,399
                                                    ------------
                                                         340,131
                                                    ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
ELECTRONIC COMPONENTS & EQUIPMENT -- 3.6%
    Agilent Technologies, Inc.*......       4,576   $    337,480
    American Power Conversion
      Corp.*.........................       8,800        359,150
    Analog Devices, Inc.*............      19,266      1,464,215
    Arrow Electronics, Inc.*.........       5,600        173,600
    Comverse Technology, Inc.*.......       4,800        446,400
    Diebold, Inc. ...................       2,700         75,263
    Emerson Electric Co. ............       5,500        332,063
    General Electric Co. ............     120,000      6,119,999
    Hitachi Ltd. [ADR]...............       5,000        720,625
    Hubbell, Inc. Cl-B*..............       2,500         63,750
    Koninklijke (Royal) Philips
      Electronics NV NY Reg. ........       8,752        415,720
    Linear Technology Corp. .........      12,000        767,250
    Molex, Inc. .....................       8,093        389,476
    PerkinElmer, Inc. ...............       3,000        198,375
    Rockwell International Corp. ....       3,000         94,500
    Sanmina Corp.*...................       4,400        376,200
    SCI Systems, Inc.*...............       4,400        172,975
    Solectron Corp.*.................      12,200        510,875
    Symbol Technologies, Inc. .......       4,443        247,420
    Teleflex, Inc. ..................       1,800         66,713
    Teradyne, Inc.*..................       6,200        455,700
    Texas Instruments, Inc. .........      22,000      1,511,124
    TXU Corp. .......................       4,000        118,000
    Varian Medical Systems, Inc.*....       1,900         74,338
    Varian, Inc.*....................       1,900         87,638
                                                    ------------
                                                      15,578,849
                                                    ------------
ENERGY SERVICES -- 0.1%
    Dynegy, Inc. ....................       3,700        252,756
    Halliburton Co. .................       7,700        363,344
                                                    ------------
                                                         616,100
                                                    ------------
ENTERTAINMENT & LEISURE -- 1.1%
    Brunswick Corp. .................       2,000         33,125
    Callaway Golf Co. ...............       2,200         35,888
    Carnival Corp. ..................       7,700        150,150
    Disney, (Walt) Co. ..............      26,592      1,032,102
    Harley-Davidson, Inc. ...........      11,800        454,300
    International Game Technology....       5,900        156,350
    Mandalay Resort Group*...........       5,000        100,000
    Mattel, Inc. ....................       4,100         54,069
    Premier Parks, Inc. .............       3,000         68,250
    Sabre Holdings Corp. ............       1,734         49,419
    Time Warner, Inc. ...............      15,200      1,155,200
    Viacom, Inc. Cl-B*...............      19,765      1,347,725
                                                    ------------
                                                       4,636,578
                                                    ------------
ENVIRONMENTAL SERVICES -- 0.1%
    Allied Waste Industries, Inc.*...       5,400         54,000
    Tetra Tech, Inc.*................       2,343         53,596
    Waste Management, Inc. ..........      12,959        246,221
                                                    ------------
                                                         353,817
                                                    ------------
FINANCIAL-BANK & TRUST -- 1.9%
    Astoria Financial Corp. .........       3,200         82,400
    Australia & New Zealand Banking
      Group Ltd. [ADR]...............       3,600        137,025
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    Banco Bilbao Vizcaya Argentaria
      SA [ADR].......................      36,300   $    535,424
    Banco Bradesco SA [ADR]..........      14,500        126,195
    Banco Frances SA [ADR]...........       5,060        109,423
    Bank of America Corp. ...........      22,360        961,479
    Bank of New York Co., Inc. ......       9,400        437,099
    Bank One Corp. ..................      14,134        375,434
    CCB Financial Corp. .............       2,000         76,500
    Charter One Financial, Inc. .....       6,237        143,451
    Chase Manhattan Corp. ...........      15,018        691,766
    City National Corp. .............       1,800         63,900
    Compass Bancshares, Inc. ........       4,500         76,781
    Dime Bancorp, Inc. ..............       5,100         80,325
    Fifth Third Bancorp..............       4,225        267,231
    First Security Corp. ............       8,287        112,392
    First Tennessee National
      Corp. .........................       5,400         89,438
    First Union Corp. ...............      12,608        312,836
    First Virginia Banks, Inc. ......       2,000         69,625
    Firstar Corp. ...................      16,093        338,959
    GreenPoint Financial Corp. ......       3,000         56,250
    Hibernia Corp. Cl-A..............       5,500         59,813
    Huntington Bancshares, Inc. .....       4,066         64,294
    KeyCorp..........................       7,000        123,375
    Marshall & Ilsley Corp. .........       4,700        195,050
    MBNA Corp. ......................       9,500        257,688
    Mellon Financial Corp. ..........       8,800        320,650
    Mercantile Bankshares Corp. .....       3,300         98,381
    Morgan, (J.P.) & Co., Inc. ......       2,100        231,263
    National City Corp. .............       7,520        128,310
    North Fork Bancorporation,
      Inc. ..........................       4,400         66,550
    Northern Trust Corp. ............       3,000        195,188
    Old Kent Financial Corp. ........       5,182        138,612
    Pacific Century Financial
      Corp. .........................       3,900         58,013
    Regions Financial Corp. .........       2,700         53,663
    Silicon Valley Bancshares*.......       2,800        119,350
    Southtrust Corp. ................       3,200         72,400
    State Street Corp. ..............       2,000        212,125
    Summit Bancorp...................       4,000         98,500
    SunTrust Banks, Inc. ............       3,648        166,668
    TCF Financial Corp. .............       4,700        120,731
    U.S. Bancorp.....................       9,659        185,936
    Uniao de Bancos Brasileiros SA
      [GDR]..........................       3,300         94,875
    Union Planters Corp. ............       2,800         78,225
    Wilmington Trust Corp. ..........       1,900         81,225
    Zions Bancorp....................       2,700        123,905
                                                    ------------
                                                       8,488,723
                                                    ------------
FINANCIAL SERVICES -- 2.4%
    AMBAC Financial Group, Inc. .....       2,400        131,550
    American Express Co. ............      15,300        797,512
    Associates First Capital Corp.
      Cl-A...........................       8,728        194,744
    Bear Stearns Companies, Inc. ....       4,095        170,454
    Block, (H&R), Inc. ..............       2,000         64,750
    Capital One Financial Corp. .....       2,500        111,563
    Citigroup, Inc. .................      43,005      2,591,050
    Concord EFS, Inc.*...............       6,450        167,700
    Dun & Bradstreet Corp. ..........       2,500         71,563
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    E*TRADE Group, Inc.*.............       9,000   $    148,500
    Edwards, (A.G.), Inc. ...........       3,350        130,650
    Fannie Mae.......................      14,000        730,625
    FINOVA Group, Inc. ..............       2,500         32,500
    Fleet Financial Group, Inc. .....      11,056        375,904
    Franklin Resources, Inc. ........       5,700        173,138
    Freddie Mac......................      10,600        429,300
    Golden West Financial Corp. .....       2,400         97,950
    Grupo Financiero Bancomer [ADR]
      144A*..........................       1,400         14,223
    Household International, Inc. ...       5,600        232,750
    Merrill Lynch & Co., Inc. .......       3,900        448,500
    Morgan Stanley Dean Witter &
      Co. ...........................      14,970      1,246,252
    Paine Webber Group, Inc. ........       5,800        263,900
    PNC Financial Services Group,
      Inc. ..........................       2,820        132,188
    Providian Financial Corp. .......       1,500        135,000
    Schwab, (Charles) Corp. .........      15,075        506,897
    Waddell & Reed Financial, Inc.
      Cl-A...........................         392         12,846
    Waddell & Reed Financial, Inc.
      Cl-B...........................       1,674         48,651
    Washington Mutual, Inc. .........       5,750        166,031
    Wells Fargo & Co. ...............      20,000        775,000
                                                    ------------
                                                      10,401,691
                                                    ------------
FOOD -- 1.0%
    Albertson's, Inc. ...............       6,024        200,298
    Archer Daniels Midland Co. ......      11,887        116,641
    Bestfoods, Inc. .................       3,300        228,525
    Campbell Soup Co. ...............       6,000        174,750
    ConAgra, Inc. ...................       6,900        131,531
    Dean Foods Corp. ................       1,400         44,363
    Diageo PLC [ADR].................       6,547        232,828
    Dole Food Co. ...................       2,800         45,850
    Flowers Industries, Inc. ........       3,000         59,813
    General Mills, Inc. .............       5,000        191,250
    Heinz, (H.J.) Co. ...............       6,250        273,438
    Hershey Foods Corp. .............       2,600        126,588
    Hormel Foods Corp. ..............       6,000        100,875
    IBP, Inc. .......................       4,300         66,381
    Interstate Bakeries Corp. .......       3,000         44,250
    Kellogg Co. .....................       7,000        208,250
    Kroger Co.*......................      16,800        370,649
    Lance, Inc. .....................       3,200         28,800
    McCormick & Co., Inc. ...........       4,100        133,250
    Ralston Purina Group.............       5,000         99,688
    Safeway, Inc.*...................       6,060        273,458
    Sara Lee Corp. ..................      12,400        239,475
    Smucker, (J.M.) Co.*.............       1,600         30,800
    Starbucks Corp.*.................       7,500        286,405
    The Earthgrains Co. .............         592         11,507
    Tyson Foods, Inc. ...............       7,300         63,875
    Unilever NV NY Reg. .............      13,407        576,500
    Universal Foods Corp. ...........       3,700         68,450
    Wrigley, (Wm., Jr.) Co. .........       1,300        104,244
                                                    ------------
                                                       4,532,732
                                                    ------------
FURNITURE -- 0.0%
    Leggett & Platt, Inc. ...........       8,700        143,550
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
HEALTHCARE SERVICES -- 0.5%
    Amgen, Inc.*.....................      12,500   $    878,124
    Apria Healthcare Group, Inc.*....       7,500         91,875
    Foundation Health Systems,
      Inc.*..........................       6,400         83,200
    Gentiva Health Services, Inc.*...         500          4,063
    HCA - The Healthcare Corp. ......       9,096        276,291
    Health Management Associates,
      Inc. Cl-A*.....................      12,050        157,403
    Healthsouth Corp.*...............       5,500         39,531
    IMS Health, Inc. ................       5,000         90,000
    McKesson HBOC, Inc. .............       2,600         54,438
    Oxford Health Plans, Inc.*.......       1,300         30,956
    PacifiCare Health Systems,
      Inc.*..........................       1,800        108,338
    Quorum Health Group, Inc.*.......       3,600         37,125
    Total Renal Care Holdings,
      Inc.*..........................       2,700         16,200
    United HealthGroup, Inc. ........       4,000        343,000
                                                    ------------
                                                       2,210,544
                                                    ------------
HOTELS & MOTELS -- 0.0%
    Hilton Hotels Corp. .............       2,945         27,609
    Marriott International, Inc.
      Cl-A...........................       3,000        108,188
                                                    ------------
                                                         135,797
                                                    ------------
INSURANCE -- 1.3%
    Aetna, Inc. .....................       2,502        160,597
    AFLAC, Inc. .....................       8,900        408,843
    Allmerica Financial Corp. .......       2,300        120,463
    Allstate Corp. ..................      10,600        235,850
    American Financial Group,
      Inc. ..........................       3,200         79,400
    American General Corp. ..........       3,500        213,500
    American International Group,
      Inc. ..........................      19,020      2,234,849
    Chubb Corp. .....................       3,300        202,950
    CIGNA Corp. .....................       3,900        364,650
    Conseco, Inc. ...................       5,691         55,487
    HSB Group, Inc. .................       1,650         51,356
    Lincoln National Corp. ..........       3,400        122,825
    Loews Corp. .....................       3,000        180,000
    Marsh & McLennan Companies,
      Inc. ..........................       3,500        365,531
    Old Republic International
      Corp. .........................       7,300        120,450
    Progressive Corp. ...............       1,400        103,688
    ReliaStar Financial Corp. .......       3,000        157,313
    Selective Insurance Group,
      Inc. ..........................       3,500         66,500
    The Hartford Financial Services
      Group, Inc. ...................       3,000        167,813
    Torchmark Corp. .................       4,600        113,563
    Transatlantic Holdings, Inc. ....       1,050         87,938
    Unitrin, Inc. ...................       2,800         82,250
    UNUM Corp. ......................       5,777        115,901
                                                    ------------
                                                       5,811,717
                                                    ------------
INTERNET SERVICES -- 0.5%
    America Online, Inc.*............      38,000      2,004,500
                                                    ------------
LUMBER & WOOD PRODUCTS -- 0.0%
    Deltic Timber Corp. .............         342          7,161
    Rayonier, Inc. ..................       1,600         57,400
                                                    ------------
                                                          64,561
                                                    ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
MACHINERY & EQUIPMENT -- 0.5%
    AGCO Corp. ......................       2,100   $     25,725
    Black & Decker Corp. ............       2,700        106,144
    Caterpillar, Inc. ...............       5,000        169,375
    Danaher Corp. ...................       4,500        222,468
    Deere & Co. .....................       4,000        148,000
    Federal Signal Corp. ............       3,600         61,200
    Flowserve Corp. .................       2,900         43,863
    Gencorp, Inc. ...................       2,800         22,400
    Grant Prideco, Inc.*.............       2,320         58,000
    Illinois Tool Works, Inc. .......       5,339        304,322
    Ingersoll-Rand Co. ..............       2,000         80,500
    Kaydon Corp. ....................       2,200         46,200
    Kennametal, Inc. ................       1,200         25,725
    Nordson Corp. ...................       1,000         50,625
    Pall Corp. ......................       4,000         75,500
    Precision Castparts Corp. .......       1,400         63,350
    Sequa Corp. Cl-A*................       1,200         45,825
    Smith International, Inc.*.......       2,000        145,625
    Tecumseh Products Co. Cl-A.......       1,400         53,463
    Thermo Electron Corp.*...........       6,300        133,088
    Weatherford International,
      Inc.*..........................       2,320         92,365
                                                    ------------
                                                       1,973,763
                                                    ------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.2%
    Abbott Laboratories..............      18,500        824,406
    Baxter International, Inc. ......       4,000        281,250
    Beckman Coulter, Inc. ...........       2,100        122,588
    Becton Dickinson & Co. ..........       4,000        114,750
    Bergen Brunswig Corp. Cl-A.......       3,800         20,900
    Boston Scientific Corp.*.........       6,000        131,625
    Edwards Lifesciences Corp.*......         960         18,360
    Forest Laboratories, Inc.*.......       3,400        343,400
    Genzyme Corp.*...................       2,100        124,819
    Genzyme Surgical Products*.......         375          3,727
    Genzyme Tissue Repair*...........          63            331
    Guidant Corp.*...................       6,000        297,000
    Hillenbrand Industries, Inc. ....       2,700         84,544
    Johnson & Johnson Co. ...........      18,005      1,834,258
    Medtronic, Inc. .................      15,000        747,188
    STERIS Corp.*....................       4,000         35,500
    Stryker Corp. ...................       6,800        297,500
    Sybron International Corp.*......       3,700         73,306
    VISX, Inc.*......................       2,400         67,350
                                                    ------------
                                                       5,422,802
                                                    ------------
METALS & MINING -- 0.2%
    Alcoa, Inc. .....................      15,600        452,399
    Barrick Gold Corp. ..............       7,000        127,313
    Brush Wellman, Inc. .............       2,400         37,500
    Carpenter Technology Corp. ......       2,200         46,475
    Nucor Corp. .....................       2,800         92,925
    Placer Dome, Inc. ...............       9,900         94,669
                                                    ------------
                                                         851,281
                                                    ------------
OFFICE EQUIPMENT -- 0.2%
    Herman Miller, Inc. .............       3,900        100,913
    Ikon Office Solutions, Inc. .....       6,800         26,350
    Office Depot, Inc.*..............      11,550         72,188
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    Pitney Bowes, Inc. ..............       4,900   $    195,999
    Standard Register Co. ...........       2,700         37,800
    Staples, Inc.*...................       8,325        127,997
    Wallace Computer Service,
      Inc. ..........................       2,900         28,638
    Xerox Corp. .....................      10,400        207,999
                                                    ------------
                                                         797,884
                                                    ------------
OIL & GAS -- 3.2%
    Amerada Hess Corp. ..............       3,500        216,125
    Anadarko Petroleum Corp. ........       1,600         78,900
    Apache Corp. ....................       1,600         94,100
    BJ Services Co.*.................       9,000        562,500
    BP Amoco PLC [ADR]...............      12,400        701,374
    Chevron Corp. ...................       7,400        627,612
    Conoco, Inc. Cl-B*...............       8,670        212,957
    Devon Energy Corp. ..............       2,800        157,325
    El Paso Energy Corp. ............       8,600        438,063
    ENI Co. SPA [ADR]................       5,500        320,031
    Ensco International, Inc. .......       5,500        196,969
    Exxon Mobil Corp. ...............      41,033      3,223,654
    Global Marine, Inc.*.............       8,700        245,231
    Helmerich & Payne, Inc. .........       1,800         63,900
    Keyspan Corp. ...................       6,300        193,725
    MCN Energy Group, Inc. ..........       3,600         78,750
    Murphy Oil Corp. ................       2,400        142,650
    Nabors Industries, Inc.*.........       4,300        178,719
    National Fuel Gas Co. ...........       2,600        126,750
    Nicor, Inc. .....................       3,000         97,875
    Noble Affiliates, Inc. ..........       2,500         93,125
    Noble Drilling Corp.*............       3,300        135,919
    Occidental Petroleum Corp. ......       9,600        202,200
    Phillips Petroleum Co. ..........       3,000        152,063
    Ranger Oil Ltd.*.................       7,800         42,900
    Repsol SA [ADR]..................       6,700        132,744
    Royal Dutch Petroleum Co. .......      40,300      2,480,968
    Schlumberger Ltd. ...............       7,000        522,375
    Shell Transport & Trading Co.
      [ADR]..........................       6,700        334,581
    Texaco, Inc. ....................       6,200        330,150
    Tidewater, Inc. .................       2,700         97,200
    Tosco Corp. .....................       5,900        168,888
    Total Fina Elf SA [ADR]..........       2,407        185,339
    Transocean Sedco Forex, Inc. ....       4,639        247,897
    Ultramar Diamond Shamrock
      Corp. .........................       3,900         96,769
    Union Pacific Resources Group,
      Inc. ..........................       5,509        121,198
    Unocal Corp. ....................       5,200        172,250
    USX-Marathon Group, Inc. ........       5,400        135,338
    Valero Energy Corp. .............       3,800        120,650
    Washington Gas Light Co. ........       3,100         74,594
    Williams Companies, Inc. ........       8,998        375,104
                                                    ------------
                                                      14,179,462
                                                    ------------
PAPER & FOREST PRODUCTS -- 0.3%
    Bowater, Inc. ...................       2,200         97,075
    Consolidated Papers, Inc. .......       4,600        168,188
    Fort James Corp. ................       7,000        161,875
    Georgia-Pacific Group............       2,000         52,500
    Georgia-Pacific Timber Group.....       3,100         67,038
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    Glatfelter, (P.H.) Co. ..........       2,600   $     26,488
    International Paper Co. .........       5,000        149,063
    Kimberly-Clark Corp. ............       9,000        516,374
    Wausau-Mosinee Paper Corp. ......       3,700         31,681
    Weyerhaeuser Co. ................       4,500        193,499
                                                    ------------
                                                       1,463,781
                                                    ------------
PERSONAL SERVICES -- 0.0%
    Cendant Corp.*...................       8,168        114,352
                                                    ------------
PHARMACEUTICALS -- 3.5%
    American Home Products Corp. ....      18,400      1,081,000
    AstraZeneca Group PLC [ADR]......      12,000        558,000
    Biogen, Inc.*....................       6,000        387,000
    Bristol-Meyers Squibb Co. .......      23,600      1,374,700
    Carter-Wallace, Inc. ............       3,900         78,488
    Chiron Corp.*....................       7,600        361,000
    Genzyme-Molecular Oncology*......         226          3,136
    Gilead Sciences, Inc.*...........       1,700        120,913
    Glaxo Wellcome PLC [ADR].........      12,100        699,531
    ICN Pharmaceuticals, Inc. .......       2,700         75,094
    Ivax Corp.*......................      11,100        460,650
    Lilly, (Eli) & Co. ..............      14,200      1,418,225
    MedImmune, Inc.*.................       6,300        466,200
    Merck & Co., Inc. ...............      28,000      2,145,500
    Mylan Laboratories, Inc. ........       5,100         93,075
    Omnicare, Inc. ..................       3,800         34,438
    Perrigo Co.*.....................       8,400         53,025
    Pfizer, Inc. ....................      83,250      3,995,999
    Pharmacia Corp. .................      15,125        781,773
    Schering-Plough Corp. ...........      17,500        883,750
    Waters Corp.*....................       2,400        299,550
    Watson Pharmaceuticals, Inc.*....       3,000        161,250
                                                    ------------
                                                      15,532,297
                                                    ------------
PRINTING & PUBLISHING -- 0.3%
    Banta Corp. .....................       2,900         54,919
    Belo, (A.H.) Corp. Cl-A..........       3,400         58,863
    Donnelley, (R.R.) & Sons Co. ....       2,600         58,663
    Gannett Co., Inc. ...............       3,500        209,344
    Lexmark International Group, Inc.
      Cl-A*..........................       4,800        322,799
    McGraw-Hill Co., Inc. ...........       5,800        313,200
    Readers Digest Association,
      Inc. ..........................       4,100        162,975
    Tribune Co. .....................       4,200        147,000
    Washington Post Co. Cl-B.........         400        191,200
    Workflow Management, Inc.*.......         286          3,378
                                                    ------------
                                                       1,522,341
                                                    ------------
RAILROADS -- 0.2%
    Burlington Northern Santa Fe
      Corp. .........................       5,100        116,981
    Kansas City Southern Industries,
      Inc. ..........................       4,000        354,750
    Norfolk Southern Corp. ..........       6,000         89,250
    Trinity Industries, Inc. ........       2,700         49,950
    Union Pacific Corp. .............       3,000        111,563
                                                    ------------
                                                         722,494
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
RESTAURANTS -- 0.2%
    Brinker International, Inc.*.....       7,300   $    213,525
    CBRL Group, Inc. ................       2,700         39,656
    Darden Restaurants, Inc. ........       6,500        105,625
    McDonald's Corp. ................      16,200        533,588
    Outback Steakhouse, Inc.*........       3,600        105,300
    Tricon Global Restaurants,
      Inc.*..........................       1,480         41,810
                                                    ------------
                                                       1,039,504
                                                    ------------
RETAIL & MERCHANDISING -- 2.1%
    Barnes & Noble, Inc.*............       3,400         75,650
    Bed, Bath & Beyond, Inc.*........       5,200        188,500
    Best Buy Co., Inc.*..............       7,000        442,749
    BJ's Wholesale Club, Inc.*.......       4,000        132,000
    Circuit City Stores, Inc. .......       4,000        132,750
    Companhia Brasileira de
      Distribuicao Grupo Pao de
      Acucar [ADR]...................       6,200        199,175
    Costco Companies, Inc.*..........       6,000        198,000
    CVS Corp. .......................       6,500        260,000
    Dollar General Corp. ............       5,491        107,075
    Family Dollar Stores, Inc. ......       7,400        144,763
    Federated Department Stores,
      Inc.*..........................       2,500         84,375
    Gap, Inc. .......................      12,037        376,156
    Home Depot, Inc. ................      28,800      1,438,199
    Kohl's Corp.*....................       5,000        278,125
    Lands' End, Inc.*................       3,000        100,125
    May Department Stores Co. .......       5,850        140,400
    Nordstrom, Inc. .................       1,900         45,838
    Penney, (J.C.) Co., Inc. ........       3,100         57,156
    RadioShack Corp. ................       3,000        142,125
    Rite Aid Corp. ..................       2,600         17,063
    Saks, Inc.*......................       5,200         54,600
    School Specialty, Inc.*..........         238          4,418
    Sears, Roebuck & Co. ............       4,500        146,813
    Target Corp. ....................       7,400        429,200
    Tiffany & Co. ...................       4,000        270,000
    TJX Companies, Inc. .............       5,600        105,000
    Toys 'R' Us, Inc.*...............       6,920        100,773
    Wal-Mart Stores, Inc. ...........      55,200      3,180,899
    Walgreen Co. ....................      13,000        418,438
    Warnaco Group*...................       2,600         20,150
                                                    ------------
                                                       9,290,515
                                                    ------------
SEMICONDUCTORS -- 2.6%
    Altera Corp.*....................      12,000      1,223,250
    Applied Materials, Inc.*.........      12,000      1,087,500
    Atmel Corp.*.....................       9,200        339,250
    Intel Corp. .....................      44,800      5,989,199
    LSI Logic Corp.*.................       4,000        216,500
    Maxim Integrated Products,
      Inc.*..........................       9,000        611,438
    Varian Semiconductor Equipment
      Associates, Inc.*..............       1,900        119,344
    Xilinx, Inc.*....................      19,600      1,618,225
                                                    ------------
                                                      11,204,706
                                                    ------------
TELECOMMUNICATIONS -- 5.9%
    ADC Telecommunications, Inc.*....       8,800        738,100
    Alltel Corp. ....................       4,908        303,989
    AT&T Canada, Inc. NY Reg.*.......         342         10,215
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    AT&T Corp. ......................      37,631   $  1,190,080
    Bell Atlantic Corp.*.............      20,514      1,042,368
    BellSouth Corp. .................      22,400        954,800
    British Telecommunications PLC
      [ADR]..........................       3,000        396,750
    BroadWing, Inc. .................       4,300        111,531
    Cable & Wireless
      Communications.................       9,245        198,768
    CenturyTel, Inc. ................       4,000        115,000
    Cia de Telecomunicaciones de
      Chile SA [ADR].................       7,800        141,375
    Comcast Corp. Cl-A*..............      12,000        486,000
    Cox Communications, Inc. Cl-A*...       2,373        108,120
    Ericsson, (L.M.) Telephone Co.
      [ADR]..........................      50,800      1,016,000
    France Telecom SA [ADR]..........       6,300        897,750
    GTE Corp. .......................      13,500        840,375
    Leap Wireless International,
      Inc.*..........................         400         18,800
    Lucent Technologies, Inc. .......      38,565      2,284,976
    MediaOne Group, Inc.*............      10,000        666,250
    Motorola, Inc. ..................      24,300        706,219
    Nextel Communications, Inc.
      Cl-A*..........................       7,200        440,550
    Nokia Corp. Cl-A [ADR]...........      27,600      1,378,275
    Nortel Networks Corp. NY Reg.*...      33,920      2,315,039
    QUALCOMM, Inc.*..................      10,000        600,000
    SBC Communications, Inc. ........      40,533      1,753,052
    Sprint Corp. (FON Group).........      12,400        632,400
    Sprint Corp. (PCS Group)*........      10,200        606,900
    Tele Norte Leste Participacoes SA
      [ADR]..........................         503         11,883
    Tele Sudeste Celular
      Participacoes SA [ADR].........         860         26,230
    Telecom Corp. of New Zealand Ltd.
      [ADR]..........................       1,700         47,813
    Telecomunicacoes de Sao Paulo SA
      [ADR]..........................       4,300         79,550
    Telefonica SA [ADR]*.............       6,691        428,642
    Telefonos de Mexico SA Cl-L
      [ADR]..........................      13,200        754,050
    Telephone & Data Systems,
      Inc. ..........................       2,500        250,625
    Tellabs, Inc.*...................       5,000        342,188
    U.S. West, Inc. .................       6,418        550,344
    Univision Communications,
      Inc.*..........................       3,500        362,250
    Vodafone AirTouch PLC [ADR]......      18,400        762,450
    WorldCom, Inc.*..................      37,045      1,699,439
                                                    ------------
                                                      25,269,146
                                                    ------------
TRANSPORTATION -- 0.1%
    Alexander & Baldwin, Inc. .......       2,500         55,156
    CNF Transportation, Inc. ........       2,200         50,050
    CSX Corp. .......................       3,000         63,563
    FedEx Corp.*.....................       3,500        133,000
                                                    ------------
                                                         301,769
                                                    ------------
UTILITIES -- 1.2%
    AES Corp.*.......................      10,200        465,374
    Allegheny Energy, Inc. ..........       5,200        142,350
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    American Electric Power Co.,
      Inc. ..........................       4,800   $    142,200
    American Water Works Co.,
      Inc. ..........................       3,400         85,000
    CMS Energy Corp. ................       3,900         86,288
    Consolidated Edison, Inc. .......       5,200        154,050
    Constellation Energy Group.......       2,700         87,919
    DPL, Inc. .......................       5,600        122,850
    Duke Energy Corp. ...............       6,100        343,887
    Edison International Co. ........       6,200        127,100
    Empresa Nacional de Electridad SA
      [ADR]..........................       9,930        109,851
    Energy East Corp. ...............       6,800        129,625
    Enersis SA [ADR].................       2,600         51,838
    Enron Corp. .....................       9,500        612,749
    Entergy Corp. ...................       6,200        168,563
    FirstEnergy Corp. ...............       7,300        170,638
    Florida Progress Corp. ..........       4,400        206,249
    FPL Group, Inc. .................       3,000        148,500
    IDACORP, Inc. ...................       2,600         83,850
    IPALCO Enterprises, Inc. ........       4,800         96,600
    Kansas City Power & Light Co. ...       4,000         90,000
    LG&E Energy Corp. ...............       5,500        131,313
    New Century Energies, Inc. ......       3,895        119,528
    Niagara Mohawk Holdings, Inc.*...      10,000        139,375
    Nisource, Inc. ..................       4,600         85,675
    Oklahoma Gas & Electric Co. .....       2,900         53,650
    PG&E Corp. ......................       1,800         44,325
    Pinnacle West Capital Co. .......       3,000        101,625
    Potomac Electric Power Co. ......       4,900        122,500
    Public Service Co. of New
      Mexico.........................       1,900         29,331
    SCANA Corp. .....................       2,272         54,812
    Sierra Pacific Resources.........       4,000         50,250
    Southern Co. ....................      12,300        286,743
    Teco Energy, Inc. ...............       6,000        120,375
    Unicom Corp. ....................       4,200        162,488
    UtiliCorp United, Inc. ..........       3,450         68,569
    Wisconsin Energy Corp. ..........       5,200        103,025
                                                    ------------
                                                       5,299,065
                                                    ------------
TOTAL COMMON STOCK
  (Cost $118,009,157)................                203,591,221
                                                    ------------
<CAPTION>
                                          PAR
                                         (000)
                                         -----
<S>                                    <C>          <C>
U.S. TREASURY OBLIGATIONS -- 16.6%
    U.S. Treasury Bonds
      11.625%, 11/15/02..............  $      100        111,219
      7.125%, 02/15/23...............         240        266,325
      7.625%, 02/15/25...............         300        353,906
      6.875%, 08/15/25...............         300        326,250
      6.00%, 02/15/26................         100         97,781
      6.75%, 08/15/26................       9,325     10,024,375
      6.625%, 02/15/27...............       3,250      3,447,031
                                                    ------------
                                                      14,626,887
                                                    ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    U.S. Treasury Notes
      6.125%, 09/30/00-08/15/07......  $    2,150   $  2,138,797
      5.625%, 11/30/00-05/15/08......      31,375     30,519,755
      5.75%, 08/15/03................         665        653,778
      7.50%, 02/15/05................         250        262,266
      5.875%, 11/15/05...............      18,425     18,114,078
      6.50%, 10/15/06................       3,850      3,892,952
      6.25%, 02/15/07................       2,000      2,002,500
      6.00%, 08/15/09................         525        520,899
                                                    ------------
                                                      58,105,025
                                                    ------------
    (Cost $73,081,396)...............                 72,731,912
                                                    ------------
CORPORATE OBLIGATIONS -- 12.4%
AEROSPACE -- 0.3%
    Anteon Corp.
      12.00%, 05/15/09 ..............         150        135,375
    Boeing Co.
      6.35%, 06/15/03 ...............         120        117,480
    Dyncorp, Inc.
      9.50%, 03/01/07 ...............         200        153,000
    Raytheon Co.
      6.50%, 07/15/05................       1,000        948,502
                                                    ------------
                                                       1,354,357
                                                    ------------
AUTOMOTIVE PARTS -- 0.1%
    Lear Corp.
      8.11%, 05/15/09................         300        273,246
    Safelite Glass Corp. Cl-B
      9.875%, 12/15/06...............         200          2,750
    Venture Holdings Trust
      9.50%, 07/01/05................         200        153,000
                                                    ------------
                                                         428,996
                                                    ------------
BEVERAGES -- 0.2%
    Anheuser-Busch Companies, Inc.
      7.00%, 12/01/25................         150        133,036
    Seagram, (J.) & Sons Co.
      7.60%, 12/15/28................       1,000        948,401
                                                    ------------
                                                       1,081,437
                                                    ------------
BROADCASTING -- 0.4%
    Chancellor Media Corp.
      9.00%, 10/01/08................         250        258,125
    Charter Communications Holdings
      LLC
      8.25%, 04/01/07................         600        532,500
    Sinclair Broadcast Group, Inc.
      8.75%, 12/15/07................         275        243,375
    Spanish Broadcasting System, Inc.
      9.625%, 11/01/09...............         300        300,000
    UnitedGlobalCom, Inc. Cl-B [STEP]
      11.458%, 02/15/08..............         575        405,375
                                                    ------------
                                                       1,739,375
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
BUILDING MATERIALS -- 0.3%
    American Builders & Contractors
      Supply Co., Inc. Cl-B
      10.625%, 05/15/07..............  $      300   $    248,250
    American Standard, Inc.
      9.25%, 12/01/16................          15         15,056
    Associated Materials, Inc.
      9.25%, 03/01/08................         350        329,000
    Koppers Industry, Inc.
      9.875%, 12/01/07...............          75         69,563
    Lennar Corp. 144A
      9.95%, 05/01/10................         250        247,500
    Nortek, Inc.
      9.875%, 03/01/04...............         300        286,500
                                                    ------------
                                                       1,195,869
                                                    ------------
CABLE TELEVISION -- 0.5%
    Classic Cable, Inc.
      9.375%, 08/01/09...............         500        438,750
    Mediacom LLC Capital Corp.
      7.875%, 02/15/11...............         600        528,000
    Northland Cable Television, Inc.
      10.25%, 11/15/07...............         250        208,750
    NTL, Inc. Cl-B [STEP]
      10.514%, 02/01/06..............         600        556,500
    Pegasus Communications Corp. Cl-B
      9.625%, 10/15/05...............         375        363,750
    Rogers Cablesystems of America,
      Inc. Cl-B
      10.00%, 03/15/05...............         125        128,438
                                                    ------------
                                                       2,224,188
                                                    ------------
CHEMICALS -- 0.1%
    American Pacific Corp. 144A
      9.25%, 03/01/05................         225        223,875
                                                    ------------
CLOTHING & APPAREL -- 0.1%
    Dan River, Inc.
      10.125%, 12/15/03..............         150        146,250
    Delta Mills, Inc.
      9.625%, 09/01/07...............          75         63,375
    Dyersburg Corp. Cl-B
      9.75%, 09/01/07................         175         41,125
    Westpoint Stevens, Inc.
      7.875%, 06/15/05...............         225        189,000
                                                    ------------
                                                         439,750
                                                    ------------
COMPUTER SERVICES & SOFTWARE -- 0.2%
    Exodus Communications, Inc.
      10.75%, 12/15/09...............         400        388,000
    Verio, Inc.
      10.375%, 04/01/05..............         150        158,250
      10.625%, 11/15/09..............         100        111,375
                                                    ------------
                                                         657,625
                                                    ------------
CONSTRUCTION -- 0.0%
    Newport News Shipbuilding, Inc.
      8.625%, 12/01/06...............         150        148,500
                                                    ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
CONSUMER PRODUCTS & SERVICES -- 0.2%
    Chattem, Inc.
      12.75%, 06/15/04...............  $      350   $    355,250
    Herff Jones, Inc.
      11.00%, 08/15/05...............         250        261,250
    Holmes Products Corp. Cl-D
      9.875%, 11/15/07...............         250        176,250
                                                    ------------
                                                         792,750
                                                    ------------
CONTAINERS & PACKAGING -- 0.4%
    BWAY Corp.
      10.25%, 04/15/07...............         250        241,250
    Consolidated Container Co.
      10.125%, 07/15/09..............         300        298,500
    Container Corp. of America
      9.75%, 04/01/03................         150        150,563
      11.25%, 05/01/04...............         100        101,500
    Packaging Corp. of America, Inc.
      9.625%, 04/01/09...............         600        598,500
    Riverwood International Corp.
      10.25%, 04/01/06...............         250        241,250
    U.S. Can Corp.
      10.125%, 10/15/06..............         150        154,500
                                                    ------------
                                                       1,786,063
                                                    ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.2%
    Amkor Technology, Inc.
      10.50%, 05/01/09...............         200        201,250
    Flextronics International Ltd.
      144A
      9.875%, 07/01/10...............         350        354,375
    HCC Industries, Inc. 144A
      10.75%, 05/15/07...............         250        106,250
    L-3 Communications Holdings, Inc.
      144A
      10.375%, 05/01/07..............         150        153,375
                                                    ------------
                                                         815,250
                                                    ------------
ENTERTAINMENT & LEISURE -- 0.8%
    Argosy Gaming Co.
      10.75%, 06/01/09...............         200        207,750
    Bally Total Fitness Holdings
      Corp. Cl-C
      9.875%, 10/15/07...............         225        204,750
    Cinemark USA, Inc. Cl-B
      8.50%, 08/01/08................         175         88,375
    Harrahs Operating Co., Inc.
      7.875%, 12/15/05...............         150        141,375
    International Game Technology
      8.375%, 05/15/09...............         300        285,000
    Isle of Capri Casinos
      8.75%, 04/15/09................         300        279,000
    Mohegan Tribal Gaming Authority
      8.125%, 01/01/06...............         500        477,500
    Premier Parks, Inc.
      9.75%, 06/15/07................         250        242,813
      9.402%, 04/01/08 [STEP]........         350        239,313
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    Six Flags Entertainment Corp.
      8.875%, 04/01/06...............  $      175   $    168,000
    Speedway Motorsports, Inc.
      8.50%, 08/15/07................         300        280,500
    Station Casinos, Inc.
      10.125%, 03/15/06..............         300        305,250
    Time Warner Entertainment Co.
      7.25%, 09/01/08................         500        483,664
    YankeeNets LLC 144A
      12.75%, 03/01/07...............         150        144,750
                                                    ------------
                                                       3,548,040
                                                    ------------
EQUIPMENT SERVICES -- 0.0%
    Coinmach Corp. Cl-D
      11.75%, 11/15/05...............         125        120,625
                                                    ------------
FINANCIAL-BANK & TRUST -- 0.6%
    Banesto Delaware
      8.25%, 07/28/02................          50         50,531
    Bank of America Corp.
      6.85%, 03/01/03................         150        147,638
    Bank of Nova Scotia
      6.25%, 09/15/08................          50         45,459
    BankUnited Capital Trust Corp.
      Cl-B 144A
      10.25%, 12/31/26...............         250        212,500
    Capital One Bank
      8.25%, 06/15/05................         750        749,262
    CoreStates Home Equity Trust
      Corp. Cl-A
      6.65%, 05/15/09................          27         26,513
    MBNA Corp.
      6.15%, 10/01/03................         450        424,796
    National Australia Bank
      8.60%, 05/19/10................         600        629,718
    NationsBank Texas Corp.
      6.75%, 08/15/00................         150        150,002
    Provident Bank Corp.
      7.125%, 03/15/03...............         175        169,579
                                                    ------------
                                                       2,605,998
                                                    ------------
FINANCIAL SERVICES -- 1.3%
    AIG Sunamerica Global Financial
      Services II 144A
      7.60%, 06/15/05................         600        605,968
    American Express Master Trust
      7.60%, 08/15/02................         500        501,195
    Household Finance Corp.
      8.00%, 05/09/05................         400        403,566
    Intertek Finance PLC Cl-B
      10.25%, 11/01/06...............         250        206,250
    Morgan Stanley Dean Witter & Co.
      5.625%, 01/20/04...............         700        657,636
    Orion Power Holdings, Inc. 144A
      12.00%, 05/01/10...............         300        312,000
    Salomon, Inc.
      6.75%, 02/15/03................         500        492,316
    State Street Corp.
      7.65%, 06/15/10................         675        673,136
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    USF&G Capital II Cl-B
      8.47%, 01/10/27................  $      500   $    449,703
    Washington Mutual, Inc.
      8.25%, 04/01/10................         700        691,819
    Wells Fargo & Co.
      6.25%, 04/15/08................         700        636,747
                                                    ------------
                                                       5,630,336
                                                    ------------
FOOD -- 0.3%
    B&G Foods, Inc.
      9.625%, 08/01/07...............         350        246,750
    Doane Pet Care Co.
      9.75%, 05/15/07................         359        308,740
    International Home Foods, Inc.
      10.375%, 11/01/06..............         200        215,000
    Luigino's, Inc.
      10.00%, 02/01/06...............         275        215,875
    New World Pasta Co.
      9.25%, 02/15/09................         500        300,000
                                                    ------------
                                                       1,286,365
                                                    ------------
HEALTHCARE SERVICES -- 0.2%
    Lifepoint Hospitals Holdings
      10.75%, 05/15/09...............         300        310,500
    Quest Diagnostic, Inc.
      10.75%, 12/15/06...............         125        130,000
    Tenet Healthcare Corp.
      8.00%, 01/15/05................         600        579,000
                                                    ------------
                                                       1,019,500
                                                    ------------
HOTELS & MOTELS -- 0.0%
    Courtyard By Marriott II Cl-B
      10.75%, 02/01/08...............         150        147,375
                                                    ------------
INDUSTRIAL PRODUCTS -- 0.2%
    Fico [ZCB]
      13.226%, 04/06/03..............       1,000        828,130
                                                    ------------
INSURANCE -- 0.1%
    New York Life Insurance Co. 144A
      7.50%, 12/15/23................         420        370,297
                                                    ------------
INTERNET SERVICES -- 0.0%
    PSINet, Inc. Cl-B
      10.00%, 02/15/05...............          75         69,375
                                                    ------------
MACHINERY & EQUIPMENT -- 0.2%
    Hawk Corp.
      10.25%, 12/01/03...............         450        434,250
    Westinghouse Air Brake Co.
      9.375%, 06/15/05...............         400        388,000
                                                    ------------
                                                         822,250
                                                    ------------
MEDICAL SUPPLIES & EQUIPMENT -- 0.0%
    Dade International, Inc. Cl-B
      11.125%, 05/01/06..............         100         47,500
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
METALS & MINING -- 0.1%
    Freeport-McMoRan Resource
      Partners, Inc. L.P.
      7.00%, 02/15/08................  $      150   $    135,641
    P&L Coal Holdings Corp.
      8.875%, 05/15/08...............         200        189,500
                                                    ------------
                                                         325,141
                                                    ------------
OFFICE EQUIPMENT -- 0.0%
    Global Imaging Systems, Inc.
      10.75%, 02/15/07...............         200        171,000
                                                    ------------
OIL & GAS -- 0.4%
    Frontier Oil Corp.
      11.75%, 11/15/09...............         250        251,250
    Nuevo Energy Co. Cl-B
      9.50%, 06/01/08................         600        595,500
    Ocean Energy, Inc.
      8.375%, 07/01/08...............         300        292,500
    Pride Petroleum Services, Inc.
      9.375%, 05/01/07...............         250        250,625
    Universal Compression, Inc.
      [STEP]
      13.564%, 02/15/08..............         400        290,000
                                                    ------------
                                                       1,679,875
                                                    ------------
PAPER & FOREST PRODUCTS -- 0.2%
    International Paper Co.
      6.875%, 04/15/29...............       1,000        838,164
    Repap New Brunswick Corp.
      11.50%, 06/01/04...............         150        151,500
                                                    ------------
                                                         989,664
                                                    ------------
PHARMACEUTICALS -- 0.0%
    Owens & Minor, Inc.
      10.875%, 06/01/06..............          75         77,250
                                                    ------------
PRINTING & PUBLISHING -- 0.1%
    Hollinger International
      Publishing Co.
      9.25%, 03/15/07................         400        396,000
    Sun Media Corp.
      9.50%, 05/15/07................         163        158,925
                                                    ------------
                                                         554,925
                                                    ------------
RAILROADS -- 0.1%
    Norfolk Southern Corp.
      8.625%, 05/15/10...............         600        627,446
                                                    ------------
RESTAURANTS -- 0.1%
    Jack in the Box, Inc.
      9.75%, 11/01/03................         125        125,625
    McDonald's Corp.
      6.625%, 09/01/05...............         100         97,464
                                                    ------------
                                                         223,089
                                                    ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
RETAIL & MERCHANDISING -- 0.5%
    Dayton Hudson Corp.
      5.875%, 11/01/08...............  $    1,500   $  1,332,271
    Kroger Co.
      8.05%, 02/01/10................         700        696,760
    Wal-Mart Stores, Inc.
      7.25%, 06/01/13................          85         84,927
                                                    ------------
                                                       2,113,958
                                                    ------------
SEMICONDUCTORS -- 0.1%
    Amkor Technologies, Inc.
      9.25%, 05/01/06................         300        297,375
                                                    ------------
TELECOMMUNICATIONS -- 3.4%
    Adelphia Communications
      9.875%, 03/01/05...............         500        488,750
    Alaska Communications Systems
      9.375%, 05/15/09...............         250        231,875
    AT&T Corp.
      6.50%, 03/15/29................       1,500      1,259,923
    Clear Channel Communications,
      Inc.
      7.875%, 06/15/05...............         700        704,097
    Comcast Cable Communication, Inc.
      8.125%, 05/01/04...............         400        406,241
    Communication & Power Industries,
      Inc.
      12.00%, 08/01/05...............         250        176,875
    Deutsche Telekom Financial Corp.
      8.00%, 06/15/10................         700        707,099
    Dobson Communications, Inc. 144A
      10.875%, 07/01/10..............         375        378,750
    Energis PLC
      9.75%, 06/15/09................         600        591,000
    Focal Communications Corp. 144A
      11.875%, 01/15/10..............         350        353,500
    Frontiervision L.P.
      11.00%, 10/15/06...............         350        355,250
    Global Crossing Holdings Ltd.
      9.50%, 11/15/09................         375        363,750
    Hermes Europe Railtel BV, Inc.
      10.375%, 01/15/09..............         100         82,000
    Intermedia Communications, Inc.
      Cl-B [STEP]
      11.556%, 07/15/07..............         500        395,000
    International Wire Group, Inc.
      Cl-B
      11.75%, 06/01/05...............         350        353,500
    Lucent Technologies, Inc.
      6.90%, 07/15/01................         500        501,173
    Mastec, Inc.
      7.75%, 02/01/08................         250        231,250
    McLeodUSA, Inc. [STEP]
      10.464%, 03/01/07..............         400        330,000
    Metromedia Fiber Network, Inc.
      Cl-B
      10.00%, 11/15/08...............         300        297,000
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    MetroNet Communications Corp.
      [STEP]
      8.759%, 06/15/08...............  $      800   $    652,000
    Millicom International Cellular
      SA [STEP]
      12.764%, 06/01/06..............         250        213,750
    Nextel Commmunications, Inc.
      [STEP]
      10.225%, 10/31/07..............         575        429,813
    NEXTLINK Communications, Inc.
      12.50%, 04/15/06...............         125        131,250
      12.25%, 06/01/09 [STEP]........         300        186,000
    NTL, Inc. Cl-B [STEP]
      10.534%, 04/01/08..............         300        188,250
    Orange PLC
      9.00%, 06/01/09................         600        615,000
    Price Communications Wireless,
      Inc. Cl-B
      9.125%, 12/15/06...............         350        355,250
    Qwest Communications
      International, Inc.
      7.50%, 11/01/08................          75         72,904
    Sprint Capital Corp.
      6.125%, 11/15/08...............       1,000        892,429
    Telecorp PCS, Inc.
      11.345%, 04/15/09..............         300        197,250
    Triton PCS Holdings, Inc. [STEP]
      10.853%, 05/01/08..............         400        292,000
    Voicestream Wireless Holdings
      10.375%, 11/15/09..............         600        621,000
    WorldCom, Inc.
      7.75%, 04/01/07................       1,500      1,501,727
                                                    ------------
                                                      14,555,656
                                                    ------------
TRANSPORTATION -- 0.1%
    Allied Holdings, Inc. Cl-B
      8.625%, 10/01/07...............         175        155,969
    Avis Rent A Car, Inc.
      11.00%, 05/01/09...............         300        314,250
    Union Tank Car Co.
      7.125%, 02/01/07...............         150        143,279
                                                    ------------
                                                         613,498
                                                    ------------
UTILITIES -- 0.6%
    Citizens Utilities Co.
      8.45%, 09/01/01................         335        339,115
    Energy Corp. of America Cl-A
      9.50%, 05/15/07................         250        161,250
    Entergy Louisiana, Inc.
      6.50%, 03/01/08................       1,000        922,588
    National Rural Utilities Corp.
      5.70%, 01/15/10................       1,000        864,735
    Pacific Gas & Electric Co.
      6.75%, 12/01/00................         200        199,696
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    Public Service Electric & Gas Co.
      7.00%, 09/01/24................  $      300   $    261,976
    Southern California Edison Corp.
      6.50%, 06/01/01................         100         99,603
                                                    ------------
                                                       2,848,963
                                                    ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $58,010,203).................                 54,461,666
                                                    ------------
<CAPTION>
                                         SHARES
                                         ------
<S>                                    <C>          <C>
FOREIGN STOCK -- 11.6%
ADVERTISING -- 0.2%
    Asatsu-DK, Inc. -- (JPY).........      11,000        452,262
    Publicis SA -- (FRF).............         667        262,785
                                                    ------------
                                                         715,047
                                                    ------------
AEROSPACE -- 0.0%
    Mitsubishi Heavy Industries
      Ltd. -- (JPY)..................      20,000         88,846
                                                    ------------
AIRLINES -- 0.1%
    Singapore Airlines
      Ltd. -- (SGD)..................      27,000        267,036
                                                    ------------
AUTOMOBILE MANUFACTURERS -- 0.2%
    DaimlerChrysler AG -- (DEM)......       3,600        191,871
    Fiat SPA -- (ITL)................       4,400        114,640
    Rolls-Royce PLC -- (DEM).........      63,600        225,784
    Volkswagen AG -- (DEM)...........       5,700        220,197
    Volvo AB Cl-B -- (SEK)...........       1,900         41,485
                                                    ------------
                                                         793,977
                                                    ------------
AUTOMOTIVE PARTS -- 0.1%
    Bridgestone Corp. -- (JPY).......       6,000        127,314
    Sommer Allibert SA-- (FRF).......      12,200        380,080
                                                    ------------
                                                         507,394
                                                    ------------
BEVERAGES -- 0.1%
    Lion Nathan Ltd. -- (NZD)........      50,000        111,804
    Louis Vuitton Moet Hennessy --
      (FRF)..........................         655        271,180
                                                    ------------
                                                         382,984
                                                    ------------
BROADCASTING -- 0.1%
    EM.TV & Merchandising AG --
      (DEM)..........................       1,400         83,206
    Mediaset SPA -- (ITL)............      13,700        210,123
    Publishing & Broadcasting Ltd. --
      (AUD)..........................      29,900        230,690
                                                    ------------
                                                         524,019
                                                    ------------
BUILDING MATERIALS -- 0.1%
    Cemex SA de CV -- (MXP)..........      28,362        132,256
    Lafarge SA -- (FRF)..............       1,100         85,832
    Malayan Cement BHD -- (MYR)......      30,750         10,115
    RMC Group PLC -- (GBP)...........       8,800        113,505
                                                    ------------
                                                         341,708
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
BUSINESS SERVICES -- 0.1%
    Adecco SA -- (CHF)...............         147   $    125,298
    Prosegur CIA de Seguridad SA --
      (ESP)..........................       8,500         99,813
    Securitas AB Cl-B -- (SEK).......       4,300         91,680
    Vedior NV -- (NLG)...............       4,900         60,827
                                                    ------------
                                                         377,618
                                                    ------------
CHEMICALS -- 0.3%
    AKZO Nobel NV -- (NLG)...........       1,600         68,252
    BASF AG -- (DEM).................       8,300        338,142
    SGL Carbon AG -- (DEM)...........         900         59,960
    Sumitomo Chemical Co. -- (JPY)...     152,000        916,584
                                                    ------------
                                                       1,382,938
                                                    ------------
CLOTHING & APPAREL -- 0.1%
    Kuraray Co. Ltd. -- (JPY)........       8,000         91,946
    Yue Yuen Industrial Holdings --
      (HKD)..........................      95,000        210,839
                                                    ------------
                                                         302,785
                                                    ------------
COMPUTER SERVICES & SOFTWARE -- 0.2%
    ASM Lithography Holding NV --
      (NLG)*.........................       1,500         64,734
    Cap Gemini SA -- (FRF)...........         800        141,488
    Getronics NV -- (NLG)............       3,600         55,732
    SAP AG -- (DEM)..................       1,869        283,789
    SEMA Group PLC -- (GBP)..........       5,600         79,691
    Softbank Corp. -- (JPY)..........         900        122,494
                                                    ------------
                                                         747,928
                                                    ------------
CONGLOMERATES -- 0.6%
    Cycle & Carriage Ltd. -- (SGD)...      15,000         35,223
    Fomento Economico Mexicano SA de
      CV -- (MEX)*...................      16,600         70,831
    GKN PLC -- (GBP).................       8,800        112,306
    Granada Group PLC -- (GBP).......      10,200        101,915
    Hays PLC -- (GBP)................      23,000        128,310
    Hutchison Whampoa Ltd. -- (HKD)..      70,400        885,076
    Mitsui & Co. Ltd. -- (JPY).......      60,000        459,351
    Norsk Hydro AS -- (NOK)..........       4,600        193,742
    Rentokil Initial PLC -- (GBP)....      39,700         90,152
    Sulzer AG -- (CHF)*..............         181        120,773
    Tomkins PLC -- (GBP).............      70,500        227,333
                                                    ------------
                                                       2,425,012
                                                    ------------
CONSTRUCTION -- 0.0%
    Bouyguesn SA -- (FRF)*...........         152        101,994
    Matsushita Electric Works Ltd. --
      (JPY)..........................       1,000         12,419
                                                    ------------
                                                         114,413
                                                    ------------
CONSUMER PRODUCTS & SERVICES -- 0.3%
    Electrolux AB Cl-B -- (SEK)......       5,300         82,485
    JUSCO Co. -- (JPY)...............      18,000        341,961
    Kao Corp. -- (JPY)...............      19,000        581,844
    Orkla ASA Cl-A -- (NOK)..........       2,900         55,303
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    Societe BIC SA -- (FRF)..........       5,600   $    275,383
    Swatch Group AG -- (CHF).........         224         58,615
                                                    ------------
                                                       1,395,591
                                                    ------------
CONTAINERS & PACKAGING -- 0.0%
    Pechiney SA Cl-A -- (FRF)........       2,000         83,781
                                                    ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 1.5%
    Bang & Olufsen Holding AS --
      (DKK)*.........................       2,800         95,706
    Epcos AG -- (DEM)*...............         300         30,541
    Fujitsu Ltd. -- (JPY)............      22,000        763,127
    Iberdrola SA -- (ESP)............      30,000        388,229
    Johnson Electric Holdings Ltd. --
      (HKD)..........................      96,200        910,163
    Matsushita Electric Industrial
      Co. Ltd. -- (JPY)..............      31,000        805,754
    Mitsubishi Electric
      Corp. -- (JPY).................      60,000        651,030
    Omron Corp. -- (JPY).............      27,000        734,961
    Sharp Corp. -- (JPY).............      17,000        301,272
    Siemens AG -- (DEM)..............       4,200        631,288
    Sony Corp. -- (JPY)..............      10,000        935,714
    Spirent PLC -- (GBP).............      33,900        221,963
    Thomson CSF -- (FRF).............         400         15,821
                                                    ------------
                                                       6,485,569
                                                    ------------
ENTERTAINMENT & LEISURE -- 0.0%
    Kuoni Reisen AG -- (CHF).........           5          2,322
                                                    ------------
FINANCIAL-BANK & TRUST -- 1.8%
    Abbey National PLC -- (GBP)......      39,400        471,213
    ABN AMRO Holding NV -- (NLG).....       9,700        238,595
    Allied Irish Banks
      PLC -- (IEP)...................      18,900        169,759
    Australia & New Zealand Banking
      Group Ltd. -- (AUD)............      16,300        125,370
    Banca Intesa SPA -- (ITL)........      82,200        369,553
    Banca Popolare di
      Milano -- (ITL)................       4,600         33,292
    Bank of Scotland -- (GBP)........      46,508        442,514
    Bankgesellschaft Berlin AG --
      (DEM)..........................       8,650        126,864
    Barclays PLC -- (GBP)............      17,191        427,595
    BNP Paribas -- (FRF).............       2,900        280,215
    Commonwealth Bank of Australia --
      (AUD)..........................      17,900        297,599
    Credit Suisse Group -- (CHF).....       3,600        718,420
    Credito Italiano SPA -- (ITL)....      77,800        373,637
    DBS Groupo Holdings -- (SGD).....      20,236        259,829
    Den Norske Bank -- (NOK).........       6,700         27,905
    Dresdner Bank AG -- (DEM)........      13,300        540,567
    Fuji Bank Ltd. -- (JPY)..........      38,000        289,485
    HSBC Holdings PLC -- (GBP).......      54,969        628,705
    KBC Bancassurance Holdings NV --
      (BEF)..........................       3,800        167,926
    Nordic Baltic Holding AB --
      (DKK)*.........................      45,734        334,980
    Oversea-Chinese Banking Corp.
      Ltd. -- (SGD)..................      26,250        180,670
    Societe Generale -- (FRF)........       1,528         92,278
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    Sumitomo Bank Ltd. -- (JPY)......      34,000   $    417,763
    Svenska Handlesbanken Cl-A --
      (SEK)..........................      17,400        253,936
    The Industrial Bank of Japan
      Ltd. -- (JPY)..................      43,000        326,763
                                                    ------------
                                                       7,595,433
                                                    ------------
FINANCIAL SERVICES -- 0.3%
    Amvescap PLC -- (GBP)............      18,700        300,083
    Grupo Financiero Banamex Accival,
      SA de CV -- (MXP)*.............      37,900        161,716
    ING Groep NV -- (NLG)............       7,453        505,821
    Nomura Securities Co.
      Ltd. -- (JPY)..................      10,000        245,271
                                                    ------------
                                                       1,212,891
                                                    ------------
FOOD -- 0.4%
    Associated British Foods PLC --
      (GBP)..........................      41,800        288,560
    Cadbury Schweppes PLC -- (GBP)...      19,800        130,092
    Compass Group PLC -- (GBP).......       8,900        117,288
    CSM NV -- (NLG)..................       3,400         67,140
    Danisco AS -- (DKK)..............         700         23,477
    Eridania Beghin-Say
      SA -- (FRF)....................       1,500        147,527
    Nestle SA -- (CHF)*..............         237        475,873
    Tesco PLC -- (GBP)*..............     150,729        468,924
                                                    ------------
                                                       1,718,881
                                                    ------------
INSURANCE -- 0.7%
    Aegon NV -- (NLG)................       5,200        185,778
    Allied Zurich PLC -- (CHF).......      44,000        520,566
    AMP Ltd. -- (AUD)................      12,000        122,486
    AXA SA -- (FRF)*.................       2,300        363,785
    Instituto Nazionale delle
      Assicurazioni -- (ITL).........      60,800        150,368
    Muenchener Rueckversicherungs-
      Gesellschaft AG -- (DEM).......       2,306        725,048
    Schweizerische
      Rueckversicherungs-
      Gesellschaft -- (DEM)*.........         186        380,334
    Sumitomo Marine & Fire Insurance
      Co. -- (JPY)...................      86,000        501,524
                                                    ------------
                                                       2,949,889
                                                    ------------
MACHINERY & EQUIPMENT -- 0.0%
    Deutz AG -- (DEM)*...............      23,900        105,387
    Sandvik AB -- (SEK)..............       3,800         80,153
                                                    ------------
                                                         185,540
                                                    ------------
MEDICAL SUPPLIES & EQUIPMENT -- 0.2%
    Radiometer AS -- (DKK)...........       2,300         72,705
    Smith and Nephew PLC -- (GBP)*...      77,200        280,494
    Terumo Corp. -- (JPY)............      19,000        644,697
                                                    ------------
                                                         997,896
                                                    ------------
METALS & MINING -- 0.1%
    Rio Tinto Ltd. -- (AUD)..........      20,700        343,269
    Rio Tinto PLC -- (AUD)...........       5,800         94,830
    Union Miniere SA -- (ATS)........       3,000        109,250
                                                    ------------
                                                         547,349
                                                    ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
OFFICE EQUIPMENT -- 0.3%
    Canon, Inc. -- (JPY).............      12,000   $    598,857
    Oce NV -- (NLG)..................       1,200         19,728
    Ricoh Co. Ltd. -- (JPY)..........      25,000        530,474
                                                    ------------
                                                       1,149,059
                                                    ------------
OIL & GAS -- 0.1%
    OMV AG -- (ATS)*.................         200         17,446
    Santos Ltd. -- (AUD).............      32,000         97,796
    Total Fina SA Cl-B -- (FRF)......       3,496        538,207
    Tullow Oil PLC -- (IEP)*.........         200            164
                                                    ------------
                                                         653,613
                                                    ------------
PAPER & FOREST PRODUCTS -- 0.1%
    Jefferson Smurfit Group PLC --
      (IEP)..........................         450            760
    Kimberly-Clark de Mexico SA
      Cl-A -- (MXP)*.................     103,100        293,278
    Svenska Cellulosa AB Cl-B --
      (SEK)..........................       6,100        116,496
                                                    ------------
                                                         410,534
                                                    ------------
PHARMACEUTICALS -- 0.8%
    AstraZeneca Group
      PLC -- (GBP)*..................       7,998        373,535
    Daiichi Pharmaceutical Co.
      Ltd. -- (JPY)..................       6,000        152,550
    Merck KGAA -- (DEM)..............       4,600        141,104
    Novartis AG -- (CHF).............         853      1,355,510
    Novo Nordisk AS Cl-B -- (DKK)....         100         17,090
    Rhone-Poulenc Cl-A -- (FRF)*.....       8,100        593,601
    Takeda Chemical Industries --
      (JPY)..........................      15,000        986,753
                                                    ------------
                                                       3,620,143
                                                    ------------
PRINTING & PUBLISHING -- 0.3%
    Dai Nippon Printing Co. Ltd. --
      (JPY)..........................      23,000        406,299
    Elsevier NV -- (NLG).............       6,900         83,935
    Pearson PLC -- (GBP).............      11,300        359,246
    Reed International
      PLC -- (GBP)...................      42,200        367,345
    Singapore Press Holdings Ltd. --
      (SGD)..........................      11,000        171,778
                                                    ------------
                                                       1,388,603
                                                    ------------
RAILROADS -- 0.0%
    Railtrack Group PLC -- (GBP).....       9,800        152,293
                                                    ------------
REAL ESTATE -- 0.2%
    Cheung Kong Holdings Ltd. --
      (HKD)..........................      38,000        420,460
    City Developments
      Ltd. -- (SGD)..................      11,000         42,626
    DBS Land Ltd. -- (SGD)...........      33,000         42,754
    Singapore Land Ltd. -- (SGD).....      25,000         53,211
    Slough Estates PLC -- (GBP)......      33,400        185,317
    Unibail -- (FRF).................         600         83,397
    Westfield Trust -- (AUD).........     100,700        195,958
                                                    ------------
                                                       1,023,723
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
RETAIL & MERCHANDISING -- 0.3%
    Carrefour Supermarche
      SA -- (FRF)....................       9,200   $    631,441
    Mauri Co. Ltd. -- (JPY)..........      18,000        345,364
    Metro AG -- (DEM)................       1,600         54,448
    Woolworths Ltd. -- (AUD).........      80,200        296,868
                                                    ------------
                                                       1,328,121
                                                    ------------
SEMICONDUCTORS -- 0.2%
    Rohm Co. Ltd. -- (JPY)...........       2,000        586,003
    STMicroelectronics NV -- (FRF)...       5,100        322,661
                                                    ------------
                                                         908,664
                                                    ------------
TELECOMMUNICATIONS -- 1.2%
    Alcatel -- (FRF).................       7,295        480,413
    Carso Global Telecom -- (MXP)*...      67,600        192,982
    Deutsche Telekom AG -- (DEM).....      18,500      1,071,128
    eircom PLC -- (IEP)..............      19,300         51,802
    KPN NV -- (NLG)..................       5,600        251,495
    Marconi PLC -- (GBP).............      13,600        177,065
    Nippon Telegraph & Telephone
      Corp. -- (JPY).................          68        906,225
    Portugal Telecom SA -- (PTE).....       6,800         76,656
    Singapore Telecommunications
      Ltd. -- (SGD)..................     112,000        163,889
    Sonera Oyj -- (FIM)..............       6,200        283,790
    Swisscom AG -- (CHF).............         548        190,410
    Tele Danmark AS -- (DKK).........         700         47,313
    Telecom Corp. of New Zealand
      Ltd. -- (NZD)..................      22,000         77,157
    Telecom Italia Mobile
      SPA -- (ITL)...................      55,900        573,361
    Telecom Italia SPA -- (ITL)......      30,566        421,923
    Telekom Malaysia BHD -- (MYR)....         100            345
    Telstra Corp. Ltd. -- (AUD)......      45,000        183,188
                                                    ------------
                                                       5,149,142
                                                    ------------
TRANSPORTATION -- 0.2%
    BAA PLC -- (GBP).................      15,875        127,375
    Bergesen d.y. ASA
      Cl-A -- (NOK)..................       6,900        142,077
    BG Group PLC -- (GBP)............      35,877        231,920
    Nippon Express Co.
      Ltd. -- (JPY)..................      48,000        295,346
    TNT Post Group NV -- (NLG).......       2,600         70,408
                                                    ------------
                                                         867,126
                                                    ------------
UTILITIES -- 0.4%
    ABB AG -- (CHF)..................       1,098        131,842
    Electrabel SA -- (BEF)*..........         389         96,542
    Hong Kong Electric Holdings
      Ltd. -- (HKD)..................      30,000         96,600
    National Grid Group
      PLC -- (GBP)...................      13,800        108,846
    PowerGen PLC -- (GBP)............      16,400        141,022
    Suez Lyonnaise des Eaux SA --
      (FRF)..........................       3,300        580,473
    Tokyo Electric Power
      Co. -- (JPY)...................      19,000        464,218
    Veba AG -- (DEM).................       7,000        338,861
                                                    ------------
                                                       1,958,404
                                                    ------------
TOTAL FOREIGN STOCK
  (Cost $43,954,974).................                 50,756,272
                                                    ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 8.9%
    Federal Farm Credit Bank
      5.86%, 03/03/06................  $    2,416   $  2,279,672
                                                    ------------
    Federal National Mortgage Assoc.
      7.00%, 04/18/22................       1,000        995,894
      7.125%, 02/15/05-01/15/30......       2,000      2,008,876
                                                    ------------
                                                       3,004,770
                                                    ------------
    Government National Mortgage
      Assoc.
      6.00%, 02/15/26-05/15/26.......         588        541,914
      6.50%, 01/15/28-05/29/29.......      19,438     18,485,846
      7.00%, 01/15/26-06/15/26.......       8,218      8,003,702
      7.50%, 06/15/24-12/15/29.......       5,417      5,381,704
      8.00%, 05/15/16-06/15/26.......         493        498,569
      8.50%, 06/15/16-10/15/26.......         772        790,861
      9.50%, 10/15/09-01/15/20.......          17         18,199
      10.00%, 11/15/09...............           3          3,570
      10.50%, 08/15/15...............           4          4,042
      11.50%, 06/15/10-09/15/15......          42         46,953
      12.00%, 09/15/13-01/15/14......           1          1,683
                                                    ------------
                                                      33,777,043
                                                    ------------
    Tennessee Valley Authority
      6.875%, 12/15/43...............          40         35,134
      7.25%, 07/15/43................          20         18,273
                                                    ------------
                                                          53,407
                                                    ------------
    (Cost $40,349,342)...............                 39,114,892
                                                    ------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 0.2%
    Advanta Home Equity Loan Trust
      1993-1 Cl-A2
      5.95%, 05/25/09
    (Cost $1,000,835)................       1,007        975,736
                                                    ------------
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
PREFERRED STOCK -- 0.1%
TELECOMMUNICATIONS
    Telecomunicacoes Brasileiras SA
      1.55% [ADR]
    (Cost $227,554)..................       4,300   $    417,638
                                                    ------------
<CAPTION>
                                       PRINCIPAL
                                        IN LOCAL
                                        CURRENCY
                                         (000)
                                       ---------
<S>                                    <C>          <C>
FOREIGN BONDS -- 0.0%
OIL & GAS
    BG Transco Holdings PLC -- (GBP)
      7.057%, 12/14/09...............           5          7,630
      4.188%, 12/14/22...............           5          7,349
      7.00%, 12/16/24................           5          7,286
                                                    ------------
    (Cost $26,848)...................                     22,265
                                                    ------------
<CAPTION>
                                         SHARES
                                         ------
<S>                                    <C>          <C>
SHORT-TERM INVESTMENTS -- 3.1%
    Temporary Investment Cash Fund
    (Cost $13,386,122)...............  13,386,122     13,386,122
                                                    ------------
TOTAL INVESTMENTS -- 99.3%
  (Cost $348,046,431)................                435,457,724
OTHER ASSETS LESS
  LIABILITIES -- 0.7%................                  2,885,899
                                                    ------------
NET ASSETS -- 100.0%.................               $438,343,623
                                                    ============
</TABLE>

- ------------------------------------------------------------------------------
Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 0.8% of net assets.

See Notes to Financial Statements.


<PAGE>

AST PIMCO TOTAL RETURN BOND PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 44.7%
    Federal Home Loan Bank
      6.40%, 07/05/00..............  $      100   $       99,929
                                                  --------------
    Federal Home Loan Mortgage
      Corp.
      6.00%, 07/17/30..............       8,600        7,878,374
      7.00%, 04/25/19 [IO]++.......          64            3,565
      7.00%, 07/17/30..............      31,100       30,052,863
      7.575%, 02/01/24 [VR]........         609          631,203
      8.25%, 08/01/17..............         179          181,263
                                                  --------------
                                                      38,747,268
                                                  --------------
    Federal National Mortgage
      Assoc.
      6.00%, 07/01/12-12/01/28.....      23,332       21,401,729
      6.00%, 07/17/30 [TBA]........      29,600       27,088,736
      6.217%, 01/01/28 [VR]........         613          596,887
      6.25%, 05/25/08 [IO]++.......         236           41,699
      6.50%, 05/18/23..............       8,064        7,911,091
      6.90%, 05/25/23..............         244          216,498
      7.00%, 07/17/30..............      45,000       43,446,150
      7.491%, 01/01/24 [VR]........         100          103,888
      9.40%, 07/25/03..............          69           70,116
                                                  --------------
                                                     100,876,794
                                                  --------------
    Government National Mortgage
      Assoc.
      6.00%, 07/25/30 [TBA]........      33,910       33,183,987
      6.125%, 12/20/26 [VR]........       7,083        7,139,972
      6.375%, 03/20/17-03/20/24
        [VR].......................       9,407        9,402,336
      6.375%, 02/20/27.............       3,172        3,171,805
      6.50%, 09/15/23-07/25/30.....     105,812      100,144,674
      6.50%, 07/24/30 [TBA]........      37,600       35,508,500
      6.75%, 08/20/23-09/20/24.....       8,056        7,997,351
      7.00%, 07/24/30..............      68,300       66,366,999
      7.125%, 10/20/23-11/20/26
        [VR].......................      11,045       11,048,348
      7.375%, 01/20/26 [VR]........      11,614       11,637,418
      7.50%, 12/20/23-07/24/30.....      75,557       75,013,130
      8.00%, 07/24/30..............       5,200        5,255,276
                                                  --------------
                                                     365,869,796
                                                  --------------
    Student Loan Marketing Assoc.
      [FRN]
      6.357%, 04/25/04.............       2,552        2,550,940
                                                  --------------
    (Cost $510,963,649)............                  508,144,727
                                                  --------------
CORPORATE OBLIGATIONS -- 40.2%
AIRLINES -- 2.1%
    American Airlines, Inc.
      10.19%, 05/26/15.............         250          271,840
    Continental Airlines, Inc.
      6.954%, 02/02/11.............      14,488       13,818,489
    United Air Lines, Inc.
      10.36%, 11/13/12.............       6,925        7,180,325
      10.36%, 11/27/12.............         500          581,115
      10.02%, 03/22/14.............       2,000        1,999,440
                                                  --------------
                                                      23,851,209
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
DIVERSIFIED -- 0.9%
    Textron Financial Corp.
      6.581%, 09/17/02.............  $   10,000   $   10,003,910
                                                  --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 1.3%
    Sierra Pacific Resources Co.
      144A
      6.892%, 04/20/03.............      15,000       14,987,475
                                                  --------------
ENTERTAINMENT & LEISURE -- 0.0%
    Time Warner, Inc.
      7.975%, 08/15/04.............         262          266,999
                                                  --------------
FINANCIAL-BANK & TRUST -- 5.5%
    Allied Irish Bank [FRN]
      6.34%, 10/31/06..............       8,000        8,011,136
    Household Bank [FRN]
      6.227%, 10/22/03.............      11,750       11,683,025
    Korea Development Bank 144A
      7.675%, 10/06/00.............      13,000       12,981,007
    LG&E Capital Corp. 144A
      6.205%, 05/01/04.............       5,000        4,789,380
    Popular North America, Inc.
      Cl-D
      6.625%, 01/15/04.............      11,500       11,058,113
    Westdeutsche Landesbank
      6.05%, 01/15/09..............      15,600       13,945,120
                                                  --------------
                                                      62,467,781
                                                  --------------
FINANCIAL SERVICES -- 17.8%
    Avco Financial Services, Inc.
      5.75%, 01/23/01..............       7,850        7,794,885
    Chrysler Financial Corp. [FRN]
      6.60%, 06/11/01..............       5,000        5,001,605
      6.69%, 01/30/02..............      10,000        9,999,590
    Ford Motor Credit Co. [FRN]
      7.052%, 06/20/03.............      16,900       16,877,929
      6.563%, 04/28/05.............      19,970       19,893,096
    General Motors Acceptance Corp.
      6.13%, 02/01/02 [FRN]........      18,400       18,396,522
      5.55%, 09/15/03..............       3,000        2,839,419
      6.54%, 04/05/04 [FRN]........      10,000        9,976,940
      6.85%, 06/17/04..............       2,000        1,957,304
    Goldman Sachs Group, Inc. [FRN]
      6.511%, 07/17/00.............      20,000       20,006,320
    Household Finance Corp. [FRN]
      5.607%, 06/17/05.............      30,500       30,386,601
    Lehman Brothers Holdings, Inc.
      Cl-E [FRN]
      6.979%, 04/02/02.............      10,400       10,450,263
    Merrill Lynch & Co., Inc. [FRN]
      6.12%, 07/24/00..............       2,650        2,653,207
    New England Educational Loan
      Marketing Assoc. Cl-B [FRN]
      144A
      5.681%, 09/11/00.............      10,000       10,000,930
</TABLE>


<PAGE>
AST PIMCO TOTAL RETURN BOND PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
    Salomon Smith Barney Holdings
      [FRN]
      6.939%, 02/11/03.............  $    6,000   $    5,999,286
    St. George Holdings [FRN] 144A
      5.25%, 07/01/01..............      30,000       29,953,125
                                                  --------------
                                                     202,187,022
                                                  --------------
HEALTHCARE SERVICES -- 0.2%
    Tenet Healthcare Corp.
      8.00%, 01/15/05..............       2,000        1,930,000
                                                  --------------
INSURANCE -- 0.9%
    Gold Eagle Capital [FRN] 144A
      11.453%, 07/17/00............      10,000       10,001,000
                                                  --------------
OIL & GAS -- 2.6%
    Conoco, Inc.
      5.90%, 04/15/04..............      20,000       19,067,600
    Phillips Petroleum Co.
      8.50%, 05/25/05..............      10,000       10,358,830
                                                  --------------
                                                      29,426,430
                                                  --------------
RAILROADS -- 0.4%
    Union Pacific Co.
      7.875%, 02/15/02.............       5,000        5,038,925
                                                  --------------
REAL ESTATE -- 0.4%
    Spieker Properties, Inc. L.P.
      6.95%, 12/15/02..............       5,000        4,886,565
                                                  --------------
TELECOMMUNICATIONS -- 5.2%
    AT&T Capital Corp. Cl-F
      6.25%, 05/15/01..............      13,100       12,994,283
    Sprint Corp.
      9.50%, 04/01/03..............      22,500       23,832,877
    TCI Communications, Inc. [FRN]
      5.985%, 09/11/00.............      10,000       10,010,900
    US West Communications
      7.20%, 11/10/26..............      13,250       11,739,858
                                                  --------------
                                                      58,577,918
                                                  --------------
UTILITIES -- 2.9%
    Alliant Energy Resources 144A
      7.25%, 02/15/30..............          50           34,500
    Connecticut Light & Power Co.
      144A
      8.59%, 06/05/03..............       5,000        4,870,550
    Connecticut Light & Power Co.
      Cl-C
      7.75%, 06/01/02..............       4,000        4,016,124
    Entergy Louisiana, Inc.
      8.50%, 06/01/03..............      12,000       12,176,604
    Louisiana Power & Light Corp.
      7.74%, 07/01/02..............       1,890        1,886,297
    Petroleos Mexicanos Co. [FRN]
      144A
      9.437%, 07/15/05.............      10,000       10,000,000
                                                  --------------
                                                      32,984,075
                                                  --------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $461,315,808)..............                  456,609,309
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
COLLATERALIZED MORTGAGE OBLIGATIONS -- 28.0%
    Chase Series 1999-S8 Cl-A1
      6.35%, 06/25/29..............  $    7,000   $    6,860,175
    Citicorp Mortgage Securities,
      Inc. [VR]
      7.263%, 10/25/22.............         238          243,477
    CMC Securities Corp. III Series
      1998-1 Cl-A19
      6.75%, 05/25/28..............      36,592       34,064,153
    Conseco Finance Home
      Improvement Series 1999-G
      Cl-M1
      8.88%, 06/15/24..............       9,250        9,266,326
    Contimortgage Home Equity Loan
      Trust Cl-A2 [VR]
      6.693%, 10/15/12.............       1,919        1,920,237
    Countrywide Home Loans [VR]
      7.896%, 03/25/24.............         115          114,747
      8.643%, 11/25/24.............          15           14,834
    Credit Suisse First Boston,
      Inc. Series 1998-1 Cl-A5
      6.75%, 09/25/28..............       3,500        3,253,828
    DLJ Mortgage Acceptance Corp.
      Series 1999-1 Cl-1A3
      6.625%, 01/25/29.............      18,800       17,246,086
    First Plus Home Loan Trust
      Series 1998-5 Cl-A3 [VR]
      6.06%, 09/10/11..............       3,781        3,773,510
    Freddie Mac Series 2145 Cl-MZ
      6.50%, 04/15/29..............      10,840        8,608,049
    Green Tree Financial Corp. 1999
      Cl-A5
      7.86%, 04/01/31..............      10,400        9,747,556
    Green Tree Recreational
      Equipment Series 1999-A Cl-A4
      6.43%, 04/17/06..............       2,000        1,984,530
    Mellon Bank Home Equity
      Installment Loan Series
      1999-1 Cl-A1
      5.90%, 06/25/01..............      15,605       15,451,085
    Merrill Lynch Mortgage
      Investors, Inc. 1998-C3 C1-A1
      5.65%, 12/15/30..............       7,686        7,256,768
    Nationslink Funding Corp.
      Series 1999-SL Cl-A4
      6.654%, 02/10/06.............         500          481,793
    PHH Mortgage Services Corp.
      Series 1997-6 Cl-A4 144A
      7.018%, 11/18/27.............      15,788       15,033,197
    PNC Mortgage Securities Corp.
      Series 1997-3 Cl-2A4
      7.50%, 05/25/27..............      14,475       14,186,658
    PNC Mortgage Securities Corp.
      Series 1998-1 Cl-5A4
      6.98%, 02/25/28..............      18,663       17,537,040
    PNC Mortgage Securities Corp.
      Series 1999-5 Cl-1A9
      6.30%, 06/25/29..............      66,610       63,633,198
</TABLE>


<PAGE>
AST PIMCO TOTAL RETURN BOND PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
    Prudential-Bache Trust
      8.40%, 03/20/21..............  $    1,542   $    1,568,941
    Residential Funding Mortgage
      Securities I Series 1997-S15
      Cl-A1
      7.00%, 10/25/27..............       5,214        5,182,746
    Residential Funding Mortgage
      Securities Series 1998-S30
      Cl-A6
      6.50%, 12/25/28..............      32,359       29,500,915
    Residential Funding Mortgage
      Securities Series 1999-16
      Cl-A4
      6.75%, 07/30/29..............      10,000        9,231,450
    Rothschild, (L.F.) Mortgage
      Trust
      9.95%, 08/01/17..............         889          938,652
    Salomon Brothers Mortgage
      1999-3-A
      6.99%, 05/25/29..............      13,161       13,165,052
    Structured Asset Mortgage
      Investments, Inc.
      6.30%, 04/25/29..............      28,519       27,167,342
                                                  --------------
    (Cost $331,611,367)............                  317,432,345
                                                  --------------
U.S. TREASURY OBLIGATIONS -- 4.8%
    U.S. Treasury Bills
      5.59%, 09/21/00#.............          50           49,373
      5.65%, 09/21/00#.............         505          498,671
      5.73%, 09/21/00#.............         815          804,785
                                                  --------------
                                                       1,352,829
                                                  --------------
    U.S. Treasury Inflationary
      Bonds
      3.625%, 07/15/02-01/15/08#...      26,100       27,339,792
      3.375%, 01/15/07.............      15,000       15,559,920
      3.875%, 01/15/09-04/15/29....       5,300        5,486,701
                                                  --------------
                                                      48,386,413
                                                  --------------
    U.S. Treasury Notes
      5.125%, 08/31/00#............       4,135        4,128,541
                                                  --------------
    (Cost $52,784,825).............                   53,867,783
                                                  --------------
BANK LOAN OBLIGATIONS -- 1.7%
    Columbia HCA Healthcare Corp.++
      8.25%, 07/12/00..............       3,000        2,955,000
    Flag Corp.++
      8.422%, 08/31/00.............       1,500        1,492,500
    Kansas City Southern Corp.++
      8.563%, 07/15/00.............       2,000        2,000,000
    Nextel, Inc.++
      9.09%, 09/30/00..............       1,000          992,600
    Protective Life Fund [FRN]++
      6.38%, 07/17/00..............      10,000        9,985,000
    Voicestream, Inc.++
      8.837%, 08/23/00.............       2,000        1,974,600
                                                  --------------
    (Cost $19,478,063).............                   19,399,700
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
SOVEREIGN ISSUES -- 1.7%
ARGENTINA -- 0.2%
    Republic of Argentina [BRB,
      FRB]
      11.595%, 04/10/05............  $    3,000   $    2,797,500
                                                  --------------
BRAZIL -- 1.1%
    Republic of Brazil
      6.938%, 04/15/06 [BRB,
        FRN].......................       6,580        6,000,302
      12.25%, 03/06/30.............       6,250        5,750,000
                                                  --------------
                                                      11,750,302
                                                  --------------
PHILIPPINES -- 0.4%
    Bangko Sentral Pilipinas
      8.60%, 06/15/27..............       6,000        4,275,000
                                                  --------------
TOTAL SOVEREIGN ISSUES
  (Cost $19,451,801)...............                   18,822,802
                                                  --------------
<CAPTION>
                                     PRINCIPAL
                                      IN LOCAL
                                      CURRENCY
                                       (000)
                                     ---------
<S>                                  <C>          <C>
FOREIGN BONDS -- 0.9%
GERMANY -- 0.6%
    Bundesrepublic Germany
      6.25%, 01/04/24..............         920          955,717
      6.25%, 01/04/30..............       5,260        5,634,634
                                                  --------------
                                                       6,590,351
                                                  --------------
NEW ZEALAND -- 0.3%
    Inter-American Development Bank
      5.75%, 04/15/04..............       5,700        2,535,719
    International Bank
      Reconstruction & Development
      7.25%, 05/27/03..............       1,500          700,115
                                                  --------------
                                                       3,235,834
                                                  --------------
TOTAL FOREIGN BONDS
  (Cost $9,968,464)................                    9,826,185
                                                  --------------
<CAPTION>
                                        PAR
                                       (000)
                                       -----
<S>                                  <C>          <C>
COMMERCIAL PAPER -- 9.9%
    American Electric Power+
      6.86%, 08/24/00..............  $   16,300       16,132,273
    Burlington Northern Corp.+
      6.86%, 07/06/00..............      13,700       13,686,947
    Compaq Computer Corp.
      6.85%, 08/09/00..............      16,000       15,881,267
    Conagra, Inc.
      6.77%, 08/23/00..............         900          890,922
    Conoco, Inc.+
      6.82%, 08/23/00..............      12,400       12,275,497
    CSX Corp.+
      6.73%, 07/11/00..............      20,800       20,761,115
    Edison Midwest Co.+
      6.86%, 08/22/00..............       2,600        2,574,815
</TABLE>


<PAGE>
AST PIMCO TOTAL RETURN BOND PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                       -----          -----
<S>                                  <C>          <C>
    General Electric Capital Corp.
      6.58%, 09/13/00..............  $    6,000   $    5,921,280
    Texas Utilities Co.+
      6.80%, 07/07/00..............       3,500        3,496,033
    Tyco International Ltd.+
      6.86%, 07/26/00..............       6,900        6,867,129
    UBS Finance, Inc.
      6.92%, 07/05/00..............      13,300       13,289,774
                                                  --------------
    (Cost $111,774,149)............                  111,777,052
                                                  --------------
<CAPTION>
                                       SHARES
                                       ------
<S>                                  <C>          <C>
SHORT-TERM INVESTMENTS -- 0.9%
    Temporary Investment Cash
      Fund.........................   4,848,988        4,848,988
    Temporary Investment Fund......   4,848,987        4,848,987
                                                  --------------
    (Cost $9,697,975)..............                    9,697,975
                                                  --------------
TOTAL INVESTMENTS -- 132.8%
  (Cost $1,527,046,101)............                1,505,577,878
                                                  --------------
<CAPTION>
                                       NUMBER
                                         OF
                                     CONTRACTS
                                     ---------
<S>                                  <C>          <C>
WRITTEN OPTIONS -- 0.0%
CALL OPTIONS
    10 Year September U.S. Treasury
      Note Futures,
      Strike Price $100,
      Expires 08/19/00.............         316         (118,500)
    March 2001 Eurodollar Futures,
      Strike Price 93.25,
      Expires 03/19/01.............         524         (144,100)
    Swap between Fixed Rate and 3
      Month LIBOR-BBA,
      Strike Price 7.00,
      Expires 09/15/00.............         483          (42,842)
    Swap between Fixed Rate and 3
      Month LIBOR-BBA,
      Strike Price 7.00,
      Expires 09/22/00.............         209          (22,355)
    Swap between Fixed Rate and 3
      Month LIBOR-BBA,
      Strike Price 7.00,
      Expires 09/28/00.............         240          (45,936)
                                                  --------------
                                                        (373,733)
                                                  --------------
PUT OPTIONS
    December Eurodollar Futures,
      Strike Price 93.5,
      Expires 12/18/00.............          99           (7,425)
    March 2001 Eurodollar Futures,
      Strike Price 92.25,
      Expires 03/19/01.............         442          (77,350)
</TABLE>

<TABLE>
<CAPTION>
                                       NUMBER
                                         OF
                                     CONTRACTS        VALUE
                                     ---------        -----
<S>                                  <C>          <C>
    March 2001 Eurodollar Futures,
      Strike Price 92.75,
      Expires 03/19/01.............          57   $      (27,075)
    September 30 Year U.S. Treasury
      Bond Futures,
      Strike Price $94,
      Expires 08/19/00.............          44          (15,812)
    Swap between 6 Month LIBOR-BBA
      and 10 Year Japanese
      Government Bond Futures,
      Strike Price 2.215,
      Expires 08/31/00.............         103           (6,425)
                                                  --------------
                                                        (134,087)
                                                  --------------
TOTAL WRITTEN OPTIONS
  (Cost $(711,312))................                     (507,820)
                                                  --------------
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (32.8%)................                 (371,665,091)
                                                  --------------
NET ASSETS -- 100.0%...............               $1,133,404,967
                                                  ==============
</TABLE>

Foreign currency exchange contracts outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                          IN                      UNREALIZED
SETTLEMENT               CONTRACTS     EXCHANGE    CONTRACTS    APPRECIATION/
  MONTH      TYPE        TO DELIVER      FOR        AT VALUE    (DEPRECIATION)
- ------------------------------------------------------------------------------
<S>          <C>    <C>  <C>          <C>          <C>          <C>
07/00        Sell   EUR  3,672,000    $3,491,762   $3,524,482      $(32,720)
08/00        Sell   EUR  3,902,000    3,691,916    3,750,913        (58,997)
07/00        Sell   NZD  5,691,000    2,726,387    2,679,000         47,387
                                      ----------   ----------      --------
                                      $9,910,065   $9,954,395      $(44,330)
                                      ==========   ==========      ========

# Securities with an aggregate market value of $5,779,495 have been segregated
  with the custodian to cover margin requirements for the following open
  futures contracts at June 30, 2000:
</TABLE>

<TABLE>
<CAPTION>
                                             NOTIONAL     UNREALIZED
                          EXPIRATION          AMOUNT    APPRECIATION/
DESCRIPTION                 MONTH             (000)     (DEPRECIATION)
- ----------------------------------------------------------------------
<S>                       <C>          <C>   <C>        <C>
Short U.S. Treasury 5
  Year Note.............    09/00            $(60,600)    $ (231,984)
Short 10 Year U.K.
  Gilt..................    09/00      GBP    (37,000)       126,959
U.S. Treasury 10 Year
  Note..................    09/00             275,000      5,820,609
10 Year Euro Bond.......    09/00      EUR      3,900         12,436
Eurodollar..............    03/01      EUR     99,250        259,850
                                                          ----------
                                                          $5,987,870
                                                          ==========
</TABLE>


<PAGE>
AST PIMCO TOTAL RETURN BOND PORTFOLIO
- ------------------------------------------------------------------------------

Interest rate swap agreements outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                             NOTIONAL     UNREALIZED
                          EXPIRATION          AMOUNT    APPRECIATION/
DESCRIPTION                 MONTH             (000)     (DEPRECIATION)
- ----------------------------------------------------------------------
<S>                       <C>          <C>   <C>        <C>
Receive variable rate
  payments on the six
  month LIBOR-BBA
  floating rate +0.499%
  and pay fixed rate
  payments of 6.00%.....    01/09      EUR      4,250     $  76,257
Receive variable rate
  payments on the six
  month LIBOR-BBA
  floating rate -0.54%
  and pay fixed rate
  payments of 6.25%.....    01/24      EUR        920       (80,779)
Receive variable rate
  payments on the three
  month LIBOR-BBA
  floating rate -0.59%
  and pay fixed rate
  payments of 6.01%.....    01/30      EUR      2,700        17,193
Receive variable rate
  payments on the six
  month LIBOR-BBA
  floating rate and pay
  fixed rate payments of
  6.175%................    05/30      EUR      3,210       (49,122)
Receive variable rate
  payments on the six
  month LIBOR-BBA
  floating rate and pay
  fixed rate payments of
  2.295% on the Japanese
  10 Year Government
  Bond..................    04/08      JPY    580,000      (220,199)
</TABLE>

<TABLE>
<CAPTION>
                                             NOTIONAL     UNREALIZED
                          EXPIRATION          AMOUNT    APPRECIATION/
DESCRIPTION                 MONTH             (000)     (DEPRECIATION)
- ----------------------------------------------------------------------
<S>                       <C>          <C>   <C>        <C>
Receive variable rate
  payments on the six
  month LIBOR-BBA
  floating rate and pay
  fixed rate payments of
  2.305% on the Japanese
  10 Year Government
  Bond..................    04/08      JPY    377,000     $(145,485)
Receive fixed rate
  payments of 7.47% and
  pay variable rate
  payments on the three
  month LIBOR-BBA
  floating rate.........    05/10            $ 10,000       346,660
                                                          ---------
                                                          $ (55,475)
                                                          =========
</TABLE>

Credit default swap agreements outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                              NOTIONAL
                           EXPIRATION          AMOUNT      UNREALIZED
DESCRIPTION                  MONTH             (000)      DEPRECIATION
- -----------------------------------------------------------------------
<S>                        <C>          <C>   <C>        <C>
Pay fixed rate equal to
  6.15% and the Portfolio
  will receive from the
  counterparty at par in
  the event of default of
  the Republic of
  Argentina 9.25% due
  02/23/01...............    03/01            $   500       $26,654
Pay fixed rate equal to
  5.70% and the Portfolio
  will receive from the
  counterparty at par in
  the event of default of
  the Republic of
  Argentina 9.25% due
  02/23/01...............    03/01              1,000        46,277
                                                            -------
                                                            $72,931
                                                            =======
</TABLE>

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

 + Security is restricted as to resale and may not be resold except to qualified
   institutional buyers. At the end of the period, these securities amounted to
   6.7% of net assets.

++ Illiquid security. At the end of the period, these securities amounted to
   1.7% of net assets.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 9.9% of net assets.

See Notes to Financial Statements.


<PAGE>

AST INVESCO EQUITY INCOME PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
COMMON STOCK -- 72.2%
ADVERTISING -- 0.6%
    Omnicom Group, Inc. ...........      75,000   $    6,679,688
                                                  --------------
AEROSPACE -- 3.4%
    Boeing Co. ....................     290,000       12,125,625
    General Motors Corp. Cl-H*.....     176,500       15,487,875
    Honeywell International,
      Inc. ........................     163,400        5,504,538
    Northrop Grumman Corp. ........      86,700        5,743,882
                                                  --------------
                                                      38,861,920
                                                  --------------
AUTOMOBILE MANUFACTURERS -- 0.8%
    Ford Motor Co. ................     200,000        8,600,000
                                                  --------------
BEVERAGES -- 2.5%
    Anheuser-Busch Companies,
      Inc. ........................     185,500       13,854,531
    Coors, (Adolph) Co. Cl-B.......     240,000       14,520,000
                                                  --------------
                                                      28,374,531
                                                  --------------
BROADCASTING -- 0.8%
    AT&T Corp. Liberty Media Group
      Cl-A*........................     391,000        9,481,750
                                                  --------------
CHEMICALS -- 0.5%
    Lyondell Chemical Co. .........     326,200        5,463,850
                                                  --------------
COMPUTER SERVICES & SOFTWARE -- 1.9%
    Cisco Systems, Inc.*...........     286,000       18,178,875
    SAP AG [ADR]...................      80,000        3,755,000
                                                  --------------
                                                      21,933,875
                                                  --------------
CONGLOMERATES -- 1.2%
    Minnesota Mining &
      Manufacturing Co. ...........      71,000        5,857,500
    Textron, Inc...................     138,000        7,495,125
                                                  --------------
                                                      13,352,625
                                                  --------------
CONSUMER PRODUCTS & SERVICES -- 2.2%
    Colgate-Palmolive Co. .........     203,100       12,160,613
    Gillette Co. ..................     360,000       12,577,500
                                                  --------------
                                                      24,738,113
                                                  --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 3.5%
    General Electric Co. ..........     480,000       24,480,000
    Texas Instruments, Inc. .......     229,400       15,756,913
                                                  --------------
                                                      40,236,913
                                                  --------------
ENERGY SERVICES -- 0.4%
    Scottish Power PLC [ADR].......     145,000        4,848,438
                                                  --------------
ENTERTAINMENT & LEISURE -- 0.5%
    Harrah's Entertainment,
      Inc.*........................     220,000        4,606,250
    Park Place Entertainment
      Corp.*.......................     106,600        1,299,188
                                                  --------------
                                                       5,905,438
                                                  --------------
FINANCIAL-BANK & TRUST -- 5.9%
    Bank of America Corp. .........     210,000        9,030,000
    Bank of New York Co., Inc. ....     500,000       23,249,999
    Charter One Financial, Inc. ...     327,600        7,534,800
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
    Chase Manhattan Corp. .........     255,000   $   11,745,938
    Morgan, (J.P.) & Co., Inc. ....     100,000       11,012,500
    Summit Bancorp.................     200,000        4,925,000
                                                  --------------
                                                      67,498,237
                                                  --------------
FINANCIAL SERVICES -- 3.8%
    Citigroup, Inc. ...............     300,000       18,075,000
    Morgan Stanley Dean Witter &
      Co. .........................     170,000       14,152,500
    Wells Fargo & Co...............     285,000       11,043,750
                                                  --------------
                                                      43,271,250
                                                  --------------
FOOD -- 3.5%
    General Mills, Inc. ...........     280,000       10,710,000
    Heinz, (H.J.) Co. .............     200,000        8,750,000
    Kellogg Co. ...................     250,000        7,437,500
    Quaker Oats Co. ...............     180,000       13,522,500
                                                  --------------
                                                      40,420,000
                                                  --------------
INSURANCE -- 4.2%
    Allmerica Financial Corp. .....     370,363       19,397,761
    John Hancock Financial
      Services, Inc.*..............     600,000       14,212,500
    MetLife, Inc.*.................     560,000       11,795,000
    Ohio Casualty Corp. ...........     300,000        3,187,500
                                                  --------------
                                                      48,592,761
                                                  --------------
INTERNET SERVICES -- 0.7%
    America Online, Inc.*..........     160,000        8,440,000
                                                  --------------
MACHINERY & EQUIPMENT -- 0.6%
    Illinois Tool Works, Inc. .....     130,000        7,410,000
                                                  --------------
METALS & MINING -- 0.0%
    Newmont Mining Corp. ..........       7,494          162,058
                                                  --------------
OIL & GAS -- 7.5%
    Apache Corp. ..................     256,600       15,091,288
    BP Amoco PLC [ADR].............     250,000       14,140,625
    Exxon Mobil Corp. .............     240,000       18,854,999
    Royal Dutch Petroleum Co. .....     180,000       11,081,250
    Schlumberger Ltd. .............     220,000       16,417,500
    Unocal Corp. ..................     320,000       10,600,000
                                                  --------------
                                                      86,185,662
                                                  --------------
PAPER & FOREST PRODUCTS -- 1.0%
    Bowater, Inc. .................      64,000        2,824,000
    Temple-Inland, Inc. ...........      48,000        2,016,000
    Weyerhaeuser Co. ..............     142,900        6,144,700
                                                  --------------
                                                      10,984,700
                                                  --------------
PHARMACEUTICALS -- 5.9%
    American Home Products
      Corp. .......................     300,000       17,625,000
    Merck & Co., Inc. .............     182,000       13,945,750
    Pfizer, Inc. ..................     475,750       22,835,999
    Pharmacia Corp. ...............     250,000       12,921,875
                                                  --------------
                                                      67,328,624
                                                  --------------
</TABLE>


<PAGE>
AST INVESCO EQUITY INCOME PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
RAILROADS -- 3.6%
    Kansas City Southern
      Industries, Inc. ............     390,000   $   34,588,125
    Norfolk Southern Corp. ........     419,700        6,243,038
                                                  --------------
                                                      40,831,163
                                                  --------------
RETAIL & MERCHANDISING -- 3.1%
    RadioShack Corp................     380,000       18,002,500
    Target Corp. ..................     300,000       17,400,000
                                                  --------------
                                                      35,402,500
                                                  --------------
SEMICONDUCTORS -- 3.3%
    Intel Corp. ...................     145,500       19,451,531
    Maxim Integrated Products,
      Inc.*........................     273,000       18,546,938
                                                  --------------
                                                      37,998,469
                                                  --------------
TELECOMMUNICATIONS -- 8.9%
    AT&T Corp. ....................     150,000        4,743,750
    Bell Atlantic Corp.*...........     200,000       10,162,500
    BellSouth Corp. ...............     240,000       10,230,000
    Cable & Wireless Communications
      PLC..........................     210,000       10,513,125
    Cox Communications, Inc.
      Cl-A*........................     147,100        6,702,244
    Crown Castle International
      Corp.*.......................     155,000        5,657,500
    EchoStar Communications Corp.
      Cl-A*........................     146,000        4,833,969
    Nortel Networks Corp. NY
      Reg.*........................     258,000       17,608,499
    SBC Communications, Inc. ......     328,500       14,207,625
    U.S. West, Inc. ...............     200,000       17,150,000
                                                  --------------
                                                     101,809,212
                                                  --------------
UTILITIES -- 1.9%
    Alliant Energy Corp. ..........      88,400        2,298,400
    Duke Energy Corp. .............     129,000        7,272,375
    Enron Corp. ...................     100,000        6,450,000
    PG&E Corp. ....................     230,000        5,663,750
                                                  --------------
                                                      21,684,525
                                                  --------------
TOTAL COMMON STOCK
  (Cost $653,787,131)..............                  826,496,302
                                                  --------------
<CAPTION>
                                        PAR
                                       (000)
                                     ----------
<S>                                  <C>          <C>
CORPORATE OBLIGATIONS -- 20.6%
BROADCASTING -- 0.5%
    Chancellor Media Corp.
      8.00%, 11/01/08..............  $    2,000        2,017,500
    Chancellor Media Corp. L.A.
      Cl-B
      8.125%, 12/15/07.............       4,000        4,045,000
                                                  --------------
                                                       6,062,500
                                                  --------------
BUILDING MATERIALS -- 0.3%
    USG Corp.
      8.50%, 08/01/05..............       3,500        3,607,835
                                                  --------------
BUSINESS SERVICES -- 0.1%
    Intermedia Communications, Inc.
      [STEP]
      12.25%, 03/01/09.............       1,000          607,500
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                     ----------   --------------
<S>                                  <C>          <C>
CABLE TELEVISION -- 0.6%
    Charter Communication Holdings
      LLC
      8.625%, 04/01/09.............  $    2,000   $    1,767,500
    Comcast U.K. Cable Corp. [STEP]
      10.243%, 11/15/07............       4,000        3,750,000
    Diamond Cable Communications
      PLC [STEP]
      15.643%, 12/15/05............       1,500        1,430,625
                                                  --------------
                                                       6,948,125
                                                  --------------
CHEMICALS -- 0.2%
    Equistar Chemicals L.P.
      7.55%, 02/15/26..............       2,225        1,785,233
                                                  --------------
COMPUTER SERVICES & SOFTWARE -- 0.6%
    Juniper Networks, Inc.
      4.75%, 03/15/07..............       6,300        6,890,625
                                                  --------------
ENTERTAINMENT & LEISURE -- 0.1%
    Park Place Entertainment
      9.375%, 02/15/07.............       1,500        1,507,500
                                                  --------------
FINANCIAL SERVICES -- 1.1%
    Associates Corp. of North
      America Cl-E
      7.375%, 06/11/07.............       2,400        2,375,736
    Resolution Funding Corp. [ZCB]
      6.58%, 04/15/09..............      18,000       10,159,902
                                                  --------------
                                                      12,535,638
                                                  --------------
HEALTHCARE SERVICES -- 0.1%
    FHP International Corp.
      7.00%, 09/15/03..............       1,000          956,095
                                                  --------------
HOTELS & MOTELS -- 0.2%
    Hilton Hotels Corp.
      7.20%, 12/15/09..............       2,000        1,754,614
                                                  --------------
INDUSTRIAL PRODUCTS -- 0.4%
    Heritage Media Corp.
      8.75%, 02/15/06..............       1,500        1,477,500
    Inland Steel Co. Cl-R
      7.90%, 01/15/07..............       2,000        1,790,000
    National Steel Corp.
      8.375%, 08/01/06.............       1,500        1,267,500
                                                  --------------
                                                       4,535,000
                                                  --------------
INSURANCE -- 0.4%
    The Equitable Companies, Inc.
      9.00%, 12/15/04..............       4,035        4,243,807
                                                  --------------
INTERNET SERVICES -- 0.2%
    Call-Net Enterprises, Inc.
      [STEP]
      10.80%, 05/15/09.............       2,000          730,000
    PSINet, Inc. Cl-B
      10.00%, 02/15/05.............       2,100        1,942,500
                                                  --------------
                                                       2,672,500
                                                  --------------
</TABLE>


<PAGE>
AST INVESCO EQUITY INCOME PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                     ----------   --------------
<S>                                  <C>          <C>
MACHINERY & EQUIPMENT -- 0.2%
    NationsRent, Inc.
      10.375%, 12/15/08............  $    1,950   $    1,257,750
    United Rentals, Inc.
      9.25%, 01/15/09..............         750          680,625
                                                  --------------
                                                       1,938,375
                                                  --------------
OIL & GAS -- 1.1%
    Atlantic Richfield Co.
      10.875%, 07/15/05............       3,000        3,463,740
    Canadian Forest Oil Ltd.
      8.75%, 09/15/07..............       1,500        1,417,500
    Cliffs Drilling Co. Cl-B
      10.25%, 05/15/03.............       1,160        1,168,700
    CMS Panhandle Holding Co.
      6.50%, 07/15/09..............       2,000        1,792,590
    Gulf Canada Resources Ltd.
      8.35%, 08/01/06..............       1,000          995,000
      8.25%, 03/15/17..............       1,000          925,000
    Noram Energy Corp. [CVT]
      6.00%, 03/15/12..............       1,929        1,687,875
    Snyder Oil Corp.
      8.75%, 06/15/07..............         650          656,500
    Sun Co., Inc.
      9.375%, 06/01/16.............       1,000        1,041,472
                                                  --------------
                                                      13,148,377
                                                  --------------
PAPER & FOREST PRODUCTS -- 0.8%
    Bowater, Inc.
      9.00%, 08/01/09..............       2,000        2,087,376
    Chesapeake Corp.
      7.20%, 03/15/05..............       5,000        4,663,450
    Quno Corp.
      9.125%, 05/15/05.............       2,150        2,197,887
                                                  --------------
                                                       8,948,713
                                                  --------------
PHARMACEUTICALS -- 0.1%
    Pharmerica, Inc.
      8.375%, 04/01/08.............       2,000        1,110,000
                                                  --------------
PRINTING & PUBLISHING -- 0.3%
    TV Guide, Inc.
      8.125%, 03/01/09.............         500          501,250
    World Color Press, Inc.
      7.75%, 02/15/09..............       3,000        2,782,500
                                                  --------------
                                                       3,283,750
                                                  --------------
TELECOMMUNICATIONS -- 5.5%
    Allegiance Telecom, Inc. Cl-B
      [STEP]
      11.489%, 02/15/08............       1,500        1,095,000
    AT&T Corp.
      6.00%, 03/15/09..............       2,000        1,786,190
    Centel Capital Corp.
      9.00%, 10/15/19..............       2,500        2,756,958
    East Telecom Group PLC
      10.089%, 02/01/07 [STEP].....       2,000        1,900,000
      11.875%, 12/01/08............       1,000        1,182,500
    GTE Corp.
      7.90%, 02/01/27..............       4,000        3,802,944
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                     ----------   --------------
<S>                                  <C>          <C>
    Level 3 Communications, Inc.
      11.826%, 12/01/08 [STEP].....  $    6,250   $    3,828,125
    Lin Television Co.
      8.375%, 03/01/08.............       2,000        1,830,000
    McLeodUSA, Inc.
      10.994%, 03/01/07 [STEP].....       2,500        2,062,500
      9.50%, 11/01/08..............       1,000          982,500
    MetroNet Communications Corp.
      [STEP]
      10.75%, 11/01/07.............       1,750        1,540,000
      8.195%, 06/15/08.............      10,700        8,720,500
    NEXTLINK Communications, Inc.
      12.50%, 04/15/06.............       1,000        1,050,000
      9.625%, 10/01/07.............       2,500        2,368,750
    Paramount Communication 8.25%,
      08/01/22.....................       4,250        4,118,271
    Qwest Communications
      International, Inc. Cl-B
      [STEP]
      8.174%, 02/01/08.............       6,000        4,740,000
    RCN Corp.
      10.125%, 01/15/10............       1,500        1,256,250
    Renaissance Media Group [STEP]
      9.587%, 04/15/08.............       2,200        1,507,000
    Rogers Cantel, Inc.
      9.75%, 06/01/16..............       5,500        5,953,750
    TCI Telecommunications, Inc.
      7.875%, 02/15/26.............       2,500        2,490,130
    TeleCommunications, Inc.
      9.80%, 02/01/12..............       2,000        2,299,382
    Time Warner Telecom LLC
      9.75%, 07/15/08..............       2,000        1,945,000
    US West Communications
      5.65%, 11/01/04..............       5,000        4,619,995
                                                  --------------
                                                      63,835,745
                                                  --------------
UTILITIES -- 7.8%
    Arizona Public Service Co.
      8.00%, 02/01/25..............       3,000        2,855,583
    Cleveland Electric Illuminating
      Co.
      9.00%, 07/01/23..............       1,000          995,840
    Cleveland Electric Illuminating
      Co. Cl-B
      9.50%, 05/15/05..............       3,000        3,058,089
    Cleveland Electric Illuminating
      Co. Cl-D
      7.88%, 11/01/17..............       2,500        2,394,010
    Commonwealth Edison Co.
      7.00%, 07/01/05..............       2,500        2,432,893
      8.25%, 10/01/06..............       2,000        2,044,536
      8.625%, 02/01/22.............       3,000        2,968,542
      8.375%, 02/15/23.............         400          394,683
    Consumers Energy Co.
      7.375%, 09/15/23.............       2,500        2,235,963
    Duquesne Light Co.
      7.55%, 06/15/25..............       4,500        4,120,542
    El Paso Electric Co.
      8.90%, 02/01/06..............       4,950        5,110,874
</TABLE>


<PAGE>
AST INVESCO EQUITY INCOME PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                     ----------   --------------
<S>                                  <C>          <C>
    El Paso Electric Co. Cl-C
      8.25%, 02/01/03..............  $    1,500   $    1,510,077
    Gulf Power Co.
      6.875%, 01/01/26.............       3,000        2,596,158
    Gulf States Utilities
      8.70%, 04/01/24..............       1,000          997,823
    Indiana Michigan Power
      8.50%, 12/15/22..............       4,000        3,991,144
    Jersey Central Power & Light
      Co.
      7.98%, 02/16/23..............       1,500        1,417,364
      7.50%, 05/01/23..............       2,500        2,304,298
    Kentucky Utility Energy Corp.
      7.55%, 06/01/25..............       1,500        1,401,380
    Metropolitan Edison Co. Cl-B
      8.15%, 01/30/23..............       2,975        2,881,728
    New York State Electric & Gas
      Corp. 8.30%, 12/15/22........       1,400        1,375,626
      8.30%, 12/15/22..............         475          471,813
    Niagara Mohawk Power Corp.
      8.75%, 04/01/22..............       2,683        2,716,760
      8.50%, 07/01/23..............       1,000        1,000,576
    Niagara Mohawk Power Corp. Cl-H
      [STEP]
      7.562%, 07/01/10.............       3,250        2,502,500
    Penn Power Co.
      8.50%, 07/15/22..............       1,000          972,379
    Potomac Edison Co.
      8.00%, 06/01/24..............       2,000        1,932,898
      7.75%, 05/01/25..............       3,400        3,227,171
    Potomac Electric Power
      8.50%, 05/15/27..............       1,000        1,019,965
    Public Service Electric & Gas
      Co.
      6.375%, 05/01/08.............       1,000          934,376
    Public Service of Colorado
      9.875%, 07/01/20.............       2,500        2,617,635
    Public Service of New Mexico
      7.50%, 08/01/18..............       1,500        1,391,286
    Public Service of New Mexico
      Cl-A
      7.10%, 08/01/05..............       3,500        3,383,188
    Texas Utilities
      8.50%, 08/01/24..............       5,000        4,951,109
    TXU Corp.
      7.875%, 04/01/24.............       4,000        3,778,368
    TXU Electric Capital Corp.
      8.175%, 01/30/37.............       2,000        2,004,218
    Union Electric Co.
      8.25%, 10/15/22..............       4,750        4,697,573
    Western Massachusetts Electric
      Co. Cl-V
      7.75%, 12/01/02..............         941          934,241
    Wisconsin Electric & Power
      8.375%, 12/02/26.............       4,500        4,498,349
                                                  --------------
                                                      90,121,558
                                                  --------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $250,754,014)..............                  236,493,490
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                     ----------   --------------
<S>                                  <C>          <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 1.0%
    Federal Home Loan Mortgage
      Corp.
      6.50%, 09/01/11-02/01/30
    (Cost $12,018,382).............  $   12,444   $   12,023,202
                                                  --------------
U.S. TREASURY OBLIGATIONS -- 0.9%
    U.S. Treasury Notes
      5.875%, 11/15/04
    (Cost $9,763,015)..............      10,000        9,850,242
                                                  --------------
<CAPTION>
                                       SHARES
                                       ------
<S>                                  <C>          <C>
PREFERRED STOCK -- 0.4%
METALS & MINING -- 0.0%
    Kinam Gold, Inc. $3.75 Cl-B....      20,000          450,000
                                                  --------------
TELECOMMUNICATIONS -- 0.4%
    Cincinnati Bell, Inc. Cl-B
      12.50%.......................       3,500        3,543,750
    Global Crossing Holdings Ltd.
      10.50% [PIK].................      10,000          967,500
                                                  --------------
                                                       4,511,250
                                                  --------------
TOTAL PREFERRED STOCK
  (Cost $5,819,700)................                    4,961,250
                                                  --------------
<CAPTION>
                                        PAR
                                       (000)
                                     ----------
<S>                                  <C>          <C>
COMMERCIAL PAPER -- 2.3%
    Chevron Corp.
      6.72%, 07/06/00..............  $   16,000       16,000,000
    Ford Motor Credit Corp.
      6.72%, 07/03/00..............      10,000       10,000,000
                                                  --------------
    (Cost $26,000,000).............                   26,000,000
                                                  --------------
<CAPTION>
                                       SHARES
                                       ------
<S>                                  <C>          <C>
SHORT-TERM INVESTMENTS -- 3.3%
    Temporary Investment Cash
      Fund.........................  18,668,774       18,668,774
    Temporary Investment Fund......  18,668,774       18,668,774
                                                  --------------
    (Cost $37,337,548).............                   37,337,548
                                                  --------------
TOTAL INVESTMENTS -- 100.7%
  (Cost $995,479,790)..............                1,153,162,034
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.7%).................                   (7,725,888)
                                                  --------------
NET ASSETS -- 100.0%...............               $1,145,436,146
                                                  ==============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST JANUS SMALL-CAP GROWTH PORTFOLIO
- -----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
COMMON STOCK -- 94.8%
ADVERTISING -- 3.7%
    Getty Images, Inc.*.............    176,435   $    6,539,122
    Interep National Radio Sales,
      Inc.*.........................    180,335          958,030
    Lamar Advertising Co.*..........    303,945       13,164,618
    TMP Worldwide, Inc.*............    250,535       18,492,614
                                                  --------------
                                                      39,154,384
                                                  --------------
BROADCASTING -- 8.4%
    Acme Communications, Inc.*......    166,100        3,031,325
    ACTV, Inc.*.....................     97,890        1,462,232
    Citadel Communications Corp.*...    418,630       14,625,885
    Cox Radio, Inc.*................    254,530        7,126,840
    Cumulus Media, Inc.*............    238,350        2,174,944
    Entercom Communications
      Corp.*........................    172,715        8,419,856
    NDS Group PLC*..................    163,420        9,968,620
    Radio One, Inc.*................    301,475        8,912,355
    Radio One, Inc. Cl-D*...........    602,950       13,302,584
    Radio Unica Corp.*..............    273,750        1,916,250
    Regent Communications, Inc.*....    775,600        6,665,313
    Spanish Broadcasting Systems,
      Inc.*.........................    434,580        8,936,051
    Wink Communications, Inc.*......     69,920        2,132,560
                                                  --------------
                                                      88,674,815
                                                  --------------
BUSINESS SERVICES -- 5.8%
    Adelphia Business Solutions,
      Inc.*.........................    349,925        8,113,886
    AnswerThink Consulting Group,
      Inc.*.........................    181,220        3,012,783
    Avenue A, Inc.*.................     93,905          827,538
    Brightpoint, Inc.*..............    427,145        3,697,474
    CIBER, Inc.*....................    363,560        4,817,170
    Eloyalty Corp.*.................    134,405        1,713,664
    Informatica Corp.*..............    250,180       20,499,123
    Iron Mountain, Inc.*............    137,980        4,527,469
    PurchasePro.com, Inc.*..........    274,915       11,271,514
    Tanning Technology Corp.*.......    137,455        2,646,009
                                                  --------------
                                                      61,126,630
                                                  --------------
CABLE TELEVISION -- 0.2%
    Classic Communications, Inc.*...    177,870        1,589,713
                                                  --------------
CAPITAL GOODS -- 0.7%
    Mettler-Toledo International,
      Inc.*.........................    177,270        7,057,562
                                                  --------------
CHEMICALS -- 0.6%
    Lyondell Chemical Co. ..........    401,320        6,722,110
                                                  --------------
COMPUTER HARDWARE -- 2.3%
    Insight Enterprises, Inc.*......    405,082       24,026,426
                                                  --------------
COMPUTER SERVICES & SOFTWARE -- 8.1%
    Brio Technology, Inc.*..........    201,360        4,266,315
    Broadbase Software, Inc.*.......    238,355        7,299,622
    Exchange Applications, Inc.*....    152,300        4,054,988
    HNC Software, Inc.*.............     51,295        3,167,466
    InterTrust Technologies
      Corp.*........................    209,940        4,316,891
    JNI Corp.*......................     19,380          612,893
    Media 100, Inc.*................    265,230        6,829,673
    net.Genesis Corp.*..............    103,625        1,871,727
    NetIQ Corp.*....................    180,985       10,791,230
    Numerical Technologies, Inc.*...     89,430        4,348,534
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
    OTG Software, Inc.*.............    146,325   $    4,179,408
    Pinnacle Systems, Inc.*.........    101,680        2,286,211
    Quest Software, Inc.*...........    138,345        7,660,853
    Razorfish, Inc.*................    408,020        6,553,821
    Scient Corp.*...................    205,645        9,074,085
    Silverstream Software, Inc.*....     99,505        5,746,414
    Software.com, Inc.*.............     19,460        2,527,368
                                                  --------------
                                                      85,587,499
                                                  --------------
CONSUMER PRODUCTS & SERVICES -- 0.2%
    Meade Instruments Corp.*........     82,180        2,064,773
                                                  --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 2.3%
    Aeroflex, Inc.*.................     74,385        3,696,005
    Capstone Turbine Corp.*.........    146,900        6,619,681
    Dionex Corp.*...................    287,965        7,703,064
    Methode Electronics, Inc.
      Cl-A..........................    128,035        4,945,352
    Robotic Vision Systems, Inc.*...     89,410        1,609,380
                                                  --------------
                                                      24,573,482
                                                  --------------
ENTERTAINMENT & LEISURE -- 4.3%
    Ackerley Group, Inc.............     38,865          456,664
    Championship Auto Racing Teams,
      Inc.*.........................    209,810        5,350,155
    Park Place Entertainment
      Corp.*........................    559,480        6,818,663
    Playboy Enterprises, Inc.
      Cl-B*.........................    243,115        3,130,106
    Premier Parks, Inc.*............    296,635        6,748,446
    SFX Entertainment, Inc. Cl-A*...    301,040       13,640,874
    Station Casinos, Inc.*..........    359,755        8,993,875
                                                  --------------
                                                      45,138,783
                                                  --------------
FINANCIAL SERVICES -- 0.8%
    Investors Financial Service
      Corp..........................    219,670        8,718,153
                                                  --------------
HEALTHCARE SERVICES -- 2.2%
    Accredo Health, Inc.*...........    253,690        8,768,161
    Apria Healthcare Group, Inc.*...  1,140,510       13,971,247
                                                  --------------
                                                      22,739,408
                                                  --------------
HOTELS & MOTELS -- 0.3%
    Hospitality Properties Trust....    124,910        2,818,282
                                                  --------------
INSURANCE -- 0.5%
    StanCorp Financial Group,
      Inc. .........................    173,315        5,567,744
                                                  --------------
INTERNET SERVICES -- 13.9%
    724 Solutions, Inc.*............    133,815        5,871,133
    AppliedTheory Corp.*............    190,375        2,855,625
    AppNet Systems, Inc.*...........    354,220       12,751,920
    Ask Jeeves, Inc.*...............      7,715          139,352
    Digital Impact, Inc.*...........    149,650        2,113,806
    eSoft, Inc.*....................    110,850          775,950
    Globix Corp.*...................  1,074,060       31,483,384
    internet.com Corp.*.............    141,115        2,778,202
    IntraNet Solutions, Inc.*.......    273,350       10,489,806
    Lante Corp.*....................     82,195        1,679,860
    Liberate Technologies, Inc.*....    348,165       10,205,587
    NaviSite, Inc.*.................    273,150       11,421,084
    PSINet, Inc.*...................    178,170        4,476,521
    Rare Medium Group, Inc.*........    112,710        1,782,227
    Register.com, Inc.*.............    100,450        3,070,003
</TABLE>


<PAGE>
AST JANUS SMALL-CAP GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
    Retek, Inc.*....................     66,690   $    2,134,080
    Selectica, Inc.*................     81,905        5,738,469
    Tumbleweed Communications
      Corp.*........................     38,690        1,968,354
    Verio, Inc.*....................    308,115       17,095,568
    VerticalNet, Inc.*..............    415,440       15,345,315
    Vicinity Corp.*.................    103,645        2,034,033
                                                  --------------
                                                     146,210,279
                                                  --------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.2%
    Celera Genomics Group*..........     64,590        6,039,165
    Invitrogen Corp.*...............     87,205        6,558,089
                                                  --------------
                                                      12,597,254
                                                  --------------
OIL & GAS -- 0.3%
    Core Laboratories NV*...........    119,880        3,476,520
                                                  --------------
PERSONAL SERVICES -- 0.6%
    Career Education Corp.*.........    121,725        5,903,663
                                                  --------------
PHARMACEUTICALS -- 9.9%
    Abgenix, Inc.*..................    216,180       25,911,200
    BioCryst Pharmaceuticals,
      Inc.*.........................    316,190        9,070,701
    Celgene Corp.*..................    168,570        9,924,559
    Cubist Pharmaceuticals, Inc.*...    150,580        7,416,065
    Enzon, Inc.*....................    627,560       26,671,299
    Priority Healthcare Corp.
      Cl-B*.........................    118,665        8,818,293
    Professional Detailing, Inc.*...    193,930        6,605,741
    QLT PhotoTherapeutics, Inc.*....    119,540        9,241,936
                                                  --------------
                                                     103,659,794
                                                  --------------
PRINTING & PUBLISHING -- 1.6%
    Valassis Communications,
      Inc.*.........................    448,542       17,100,664
                                                  --------------
RESTAURANTS -- 0.2%
    P.F. Chang's China Bistro,
      Inc.*.........................     60,360        1,927,748
                                                  --------------
RETAIL & MERCHANDISING -- 1.7%
    Ames Department Stores, Inc.*...    130,185        1,008,934
    Linens 'n Things, Inc.*.........    152,560        4,138,190
    pcOrder.com, Inc.*..............     68,915          534,091
    Rent-Way, Inc.*.................    172,165        5,089,628
    School Specialty, Inc.*.........    398,055        7,388,896
                                                  --------------
                                                      18,159,739
                                                  --------------
SEMICONDUCTORS -- 13.2%
    Alpha Industries, Inc.*.........    611,384       26,939,107
    ATMI, Inc.*.....................    345,660       16,073,190
    Marvell Technology Group
      Ltd.*.........................    177,685       10,128,045
    Mattson Technology, Inc.*.......    144,480        4,695,600
    Pixelworks, Inc.*...............    123,445        2,808,374
    Quicklogic Corp.*...............     81,720        1,818,270
    SDL, Inc.*......................    186,800       53,273,024
    Silicon Image, Inc.*............     39,740        1,982,033
    TriQuint Semiconductor, Inc.*...    108,590       10,390,706
    Virata Corp.*...................    184,670       11,010,949
                                                  --------------
                                                     139,119,298
                                                  --------------
TELECOMMUNICATIONS -- 11.0%
    Accelerated Networks, Inc.*.....     34,185        1,442,180
    Adaptive Broadband Corp.*.......    179,370        6,591,848
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
    Alamosa PCS Holdings, Inc.*.....    125,455   $    2,618,873
    Avanex Corp.*...................     12,610        1,204,255
    Caprock Communications Corp.*...    425,495        8,297,153
    Centillium Commuications,
      Inc.*.........................     50,765        3,502,785
    CTC Communications Group,
      Inc.*.........................    256,372        9,229,392
    i3 Mobile, Inc.*................     93,365        1,715,582
    IDT Corp.*......................    156,600        5,314,613
    Interwave Communications
      International Ltd.*...........     74,880        1,048,320
    Natural MicroSystems Corp.*.....    161,960       18,210,377
    Net2000 Communications, Inc.*...    159,240        2,607,555
    Netro Corp.*....................     53,205        3,052,637
    New Focus, Inc.*................     48,550        3,987,169
    NorthEast Optic Network,
      Inc.*.........................    255,630       15,753,198
    Pac-West Telecomm, Inc.*........    259,450        5,189,000
    Price Communications Corp.*.....     88,300        2,080,569
    Research in Motion Ltd.*........     51,775        2,342,819
    SBA Communications Corp.*.......     25,505        1,324,666
    Terayon Communication Systems,
      Inc.*.........................     50,585        3,249,296
    Viatel, Inc.*...................    344,135        9,829,355
    WinStar Communications, Inc.*...    204,270        6,919,646
                                                  --------------
                                                     115,511,288
                                                  --------------
UTILITIES -- 0.8%
    Avista Corp.....................    464,955        8,107,653
                                                  --------------
TOTAL COMMON STOCK
  (Cost $788,701,958)...............                 997,333,664
                                                  --------------
<CAPTION>
                                         PAR
                                        (000)
                                        -----
<S>                                   <C>         <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 3.3%
    Federal Home Loan Bank
      6.26%, 09/27/00...............  $  25,000       24,613,097
      6.43%, 08/15/00...............     10,000        9,919,625
                                                  --------------
    (Cost $34,537,069)..............                  34,532,722
                                                  --------------
<CAPTION>
                                       SHARES
                                       ------
<S>                                   <C>         <C>
FOREIGN STOCK -- 2.0%
AUTOMOBILE MANUFACTURERS - 0.0%
    Ducati Motor Holding SPA --
      (ITL)*........................    187,726          524,560
                                                  --------------
ENTERTAINMENT & LEISURE -- 0.6%
    Corporacion Interamericana de
      Entretenimento -- (MXP)*......  1,476,200        5,878,891
                                                  --------------
TELECOMMUNICATIONS -- 1.4%
    Cogeco Cable, Inc. -- (CAD).....    322,013        7,823,920
    Moffat Communications Ltd. --
      (CAD).........................    370,130        6,744,761
                                                  --------------
                                                      14,568,681
                                                  --------------
TOTAL FOREIGN STOCK
  (Cost $15,152,148)................                  20,972,132
                                                  --------------
</TABLE>


<PAGE>
AST JANUS SMALL-CAP GROWTH PORTFOLIO
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                         PAR
                                        (000)         VALUE
                                        -----         -----
<S>                                   <C>         <C>
CORPORATE OBLIGATIONS -- 0.3%
INTERNET SERVICES -- 0.2%
    Globix Corp.
      12.50%, 02/01/10..............  $     877   $      723,525
    Verio, Inc.
      11.25%, 12/01/08..............      1,430        1,612,325
                                                  --------------
                                                       2,335,850
                                                  --------------
TELECOMMUNICATIONS -- 0.1%
    Radio One, Inc. Cl-B
      12.00%, 05/15/04..............      1,174        1,273,790
                                                  --------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $3,653,142).................                   3,609,640
                                                  --------------
COMMERCIAL PAPER -- 0.9%
    CIT Group Holdings, Inc.
      6.84%, 07/03/00
    (Cost $9,596,352)...............      9,600        9,596,352
                                                  --------------
<CAPTION>

                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment Cash
      Fund..........................     38,497   $       38,497
    Temporary Investment Fund.......     38,496           38,496
                                                  --------------
    (Cost $76,993)..................                      76,993
                                                  --------------
TOTAL INVESTMENTS -- 101.3%
  (Cost $851,717,662)...............               1,066,121,503
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (1.3%)..................                 (13,958,858)
                                                  --------------
NET ASSETS -- 100.0%................              $1,052,162,645
                                                  ==============
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO II
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
FOREIGN STOCK -- 91.7%
AUSTRALIA -- 1.6%
    News Corp. Ltd. [ADR].............    132,500   $  7,221,250
                                                    ------------
BRAZIL -- 1.3%
    Petroleo Brasileiro SA*...........    189,725      5,731,876
                                                    ------------
CANADA -- 3.9%
    Celestica, Inc. NY Reg.*..........    107,954      5,357,217
    Nortel Networks Corp. NY Reg.*....    182,900     12,482,925
                                                    ------------
                                                      17,840,142
                                                    ------------
DENMARK -- 2.9%
    Den Danske Bank...................      6,600        797,209
    ISS AS............................     44,400      3,394,692
    Novo-Nordisk AS Cl-B..............     38,445      6,570,402
    Tele Danmark AS...................     32,740      2,212,915
                                                    ------------
                                                      12,975,218
                                                    ------------
FINLAND -- 3.5%
    Nokia Corp. Cl-A [ADR]............    176,000      8,789,000
    Sonera Group Oyj..................    127,806      5,850,016
    Tieto Corp. Cl-B..................     35,900      1,202,746
                                                    ------------
                                                      15,841,762
                                                    ------------
FRANCE -- 13.2%
    Alcatel Corp......................    126,608      8,337,777
    Altran Technologies SA............     12,515      2,460,532
    Aventis SA........................     51,700      3,788,789
    AXA SA............................     42,775      6,765,601
    Business Objects SA*..............     22,800      2,009,250
    Pinault-Printemps Redoute SA......     21,800      4,862,788
    Sagem SA..........................      2,100      2,472,009
    Societe Generale..................     65,976      3,984,363
    Societe Television Francaise......     69,100      4,835,410
    STMicroelectronics NV NY Reg. ....    115,500      7,413,656
    Suez Lyonnaise des Eaux...........     40,000      7,036,043
    Total Fina SA Cl-B*...............     14,900      2,293,846
    Vivendi...........................     39,130      3,467,761
                                                    ------------
                                                      59,727,825
                                                    ------------
GERMANY -- 3.9%
    Intershop Communications AG.......      8,966      4,116,865
    Marschollek, Lautenschlaeger Und
      Partner AG......................      7,179      3,014,189
    SAP AG [ADR]......................     22,000      1,032,625
    Schering AG.......................     24,400      1,334,375
    Siemens AG........................     53,820      8,089,510
                                                    ------------
                                                      17,587,564
                                                    ------------
HONG KONG -- 3.6%
    Cheung Kong Holdings Ltd. ........    142,000      1,571,193
    China Telecom Ltd. ...............    805,000      7,099,877
    China Unicom Ltd. ................     67,000        142,251
    China Unicom Ltd. [ADR]*..........     54,400      1,156,000
    Citic Pacific Ltd. ...............    320,000      1,674,913
    Hutchison Whampoa Ltd. ...........    382,000      4,802,547
                                                    ------------
                                                      16,446,781
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
ISRAEL -- 1.2%
    Check Point Software Technologies
      Ltd.*...........................     26,100   $  5,526,675
                                                    ------------
ITALY -- 4.6%
    Alleanza Assicurazioni............    234,900      3,141,157
    Banco Intesa SPA..................  1,112,722      5,002,555
    Mediaset SPA......................    177,942      2,729,172
    Mediolanum SPA....................    191,920      3,134,890
    Mondadori, (Arnoldo) Editore
      SPA.............................    147,800      3,386,139
    Telecom Italia SPA................    235,620      3,252,423
                                                    ------------
                                                      20,646,336
                                                    ------------
JAPAN -- 14.8%
    Canon, Inc. ......................    112,000      5,589,334
    Fuji Television Network, Inc. ....        121      1,898,461
    Hitachi Ltd. .....................    422,000      6,102,559
    Hoya Corp. .......................     35,000      3,142,677
    Japan Telecom Co. Ltd. ...........         59      2,565,181
    Kao Corp. ........................     64,000      1,959,896
    Keyence Corp. ....................      3,100      1,025,505
    Kyocera Corp. ....................     27,900      4,743,987
    Nomura Securities Co. Ltd. .......    150,000      3,679,059
    NTT Mobile Communication Network,
      Inc. ...........................         84      2,278,606
    Orix Corp. .......................     18,800      2,780,868
    Pioneer Corp. ....................     53,000      2,068,874
    Sharp Corp. ......................    263,000      4,660,850
    SoftBank Corp. ...................      5,400        734,961
    Sony Corp. .......................     31,800      2,975,572
    Takeda Chemical Industries
      Ltd. ...........................     34,000      2,236,641
    Tokyo Electron Ltd. ..............     35,000      4,803,334
    Toshiba Corp. ....................    579,000      6,550,597
    Toyota Motor Corp. ...............     50,000      2,282,576
    Tyco International Ltd. ..........    119,800      5,675,525
                                                    ------------
                                                      67,755,063
                                                    ------------
KOREA -- 2.7%
    Hyundai Motor Co. Ltd.  ..........     96,320      1,235,328
    Samsung Electronics Co. ..........     27,670      9,157,254
    SK Telecom Co. Ltd. ..............      5,100      1,669,524
                                                    ------------
                                                      12,062,106
                                                    ------------
MEXICO -- 1.4%
    Grupo Televisa SA [GDR]...........     22,734      1,567,225
    Telefonos de Mexico SA Cl-L
      [ADR]...........................     81,828      4,674,425
                                                    ------------
                                                       6,241,650
                                                    ------------
NETHERLANDS -- 5.8%
    ASM Lithography Holding NV NY
      Reg. ...........................     26,500      1,169,313
    Getronics NV......................    162,300      2,512,601
    ING Groep NV......................     53,942      3,660,941
    Koninklijke (Royal) Philips
      Electronics NV NY Reg. .........    193,200      9,176,999
    Royal Dutch Petroleum Co. ........     40,600      2,499,438
</TABLE>


<PAGE>
AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO II
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
    United Pan-Europe Communications
      NV..............................     43,301   $  1,136,900
    VNU NV............................    122,070      6,330,509
                                                    ------------
                                                      26,486,701
                                                    ------------
PORTUGAL -- 0.5%
    Telecel-Comunicacoes Pessoais
      SA..............................    139,974      2,133,423
                                                    ------------
SPAIN -- 1.7%
    Banco Popular Espanol SA..........     10,300        319,900
    Sogecable SA......................     39,808      1,420,297
    Telefonica SA*....................    281,195      6,064,885
                                                    ------------
                                                       7,805,082
                                                    ------------
SWEDEN -- 5.5%
    Assa Abloy AB Cl-B................    179,864      3,629,796
    Atlas Copco AB....................     24,460        474,100
    Atlas Copco AB Cl-B...............     32,900        618,934
    Ericsson, (L.M.) Telephone Co.
      [ADR]...........................    369,600      7,392,001
    Modern Times Group AB Cl-B........     41,129      1,969,528
    Netcom AB Cl-B....................     39,129      2,904,320
    Nordbanken Holding Co. AB.........    437,056      3,313,779
    Securitas AB Cl-B.................    209,745      4,471,961
                                                    ------------
                                                      24,774,419
                                                    ------------
SWITZERLAND -- 6.6%
    ABB AG............................     56,290      6,759,009
    Adecco SA.........................      3,891      3,316,540
    Credit Suisse Group...............     33,440      6,673,317
    Julius Baer Holdings AG Cl-B......      1,027      4,073,718
    Novartis AG.......................      3,856      6,127,598
    Swatch Group AG...................      2,479      3,161,885
                                                    ------------
                                                      30,112,067
                                                    ------------
UNITED KINGDOM -- 13.0%
    Amvescap PLC......................    328,600      5,273,120
    Barclays PLC......................     46,800      1,164,066
    Cable & Wireless PLC..............    304,532      5,158,903
    Capita Group PLC..................     90,800      2,222,748
    Centrica PLC......................  1,175,861      3,925,174
    CMG PLC...........................    161,000      2,281,372
    Colt Telecom Group PLC............     59,574      1,984,147
    Compass Group PLC.................    153,300      2,020,251
    Diageo PLC........................    299,143      2,685,517
    Energis PLC.......................     66,454      2,492,968
    Hays PLC..........................    332,700      1,856,028
    Logica PLC........................     77,200      1,827,883
    Misys PLC.........................    277,100      2,340,804
    Pearson PLC.......................     93,600      2,975,702
    SEMA Group PLC....................    144,381      2,054,623
    Telewest Communications PLC.......    420,700      1,452,117
    Vodafone AirTouch PLC.............  3,302,900     13,350,605
    WPP Group PLC.....................    256,800      3,751,601
                                                    ------------
                                                      58,817,629
                                                    ------------
TOTAL FOREIGN STOCK
  (Cost $389,677,972).................               415,733,569
                                                    ------------
<CAPTION>
                                           PAR
                                          (000)        VALUE
                                          -----        -----
<S>                                     <C>         <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 6.5%
    Federal Home Loan Bank
      6.23%, 07/03/00
    (Cost $29,289,859)................  $  29,300   $ 29,289,859
                                                    ------------
<CAPTION>
                                         SHARES
                                         ------
<S>                                     <C>         <C>
U.S. STOCK -- 2.2%
COMPUTER SERVICES & SOFTWARE -- 0.7%
    Comverse Technology, Inc. ........     33,500      3,115,500
                                                    ------------
SEMICONDUCTORS -- 0.9%
    JDS Uniphase Corp. ...............     36,100      4,327,488
                                                    ------------
TELECOMMUNICATIONS -- 0.6%
    Amdocs Ltd. ......................     35,400      2,716,950
                                                    ------------
TOTAL U.S. STOCK
  (Cost $9,303,208)...................                10,159,938
                                                    ------------
TOTAL INVESTMENTS -- 100.4% (Cost
  $428,271,039).......................               455,183,366
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.4%)....................                (1,899,015)
                                                    ------------
NET ASSETS -- 100.0%..................              $453,284,351
                                                    ============
</TABLE>

Foreign currency exchange contracts outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                             IN                      UNREALIZED
SETTLEMENT                 CONTRACTS      EXCHANGE    CONTRACTS    APPRECIATION/
  MONTH      TYPE         TO RECEIVE        FOR        AT VALUE    (DEPRECIATION)
- ---------------------------------------------------------------------------------
<S>          <C>    <C>  <C>             <C>          <C>          <C>
07/00        Buy    CHF        742,895   $  452,130   $  457,017      $  4,887
07/00        Buy    EUR      1,763,231    1,669,686    1,690,587        20,901
07/00        Buy    JPY    201,695,471    1,919,954    1,907,225       (12,729)
                                         ----------   ----------      --------
                                         $4,041,770   $4,054,829      $ 13,059
                                         ==========   ==========      ========
</TABLE>

<TABLE>
<CAPTION>
                                             IN                        UNREALIZED
SETTLEMENT                 CONTRACTS      EXCHANGE      CONTRACTS    APPRECIATION/
  MONTH      TYPE         TO DELIVER         FOR        AT VALUE     (DEPRECIATION)
- -----------------------------------------------------------------------------------
<S>          <C>    <C>  <C>             <C>           <C>           <C>
07/00        Sell   EUR        799,255   $   759,999   $   766,792      $(6,793)
07/00        Sell   GBP        132,117       198,884       200,020       (1,136)
07/00        Sell   JPY  1,150,678,000    10,968,642    10,927,409       41,233
                                         -----------   -----------      -------
                                         $11,927,525   $11,894,221      $33,304
                                         ===========   ===========      =======
</TABLE>


<PAGE>
AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO II
- ------------------------------------------------------------------------------

The following is a breakdown of the foreign stock portion of the Portfolio, by
industry classification, as of June 30, 2000. Percentages are based on net
assets.

<TABLE>
<CAPTION>
INDUSTRY
- --------
<S>                                                   <C>
Advertising.........................................   0.8%
Aerospace...........................................   0.5%
Automobile Manufacturers............................   0.8%
Beverages...........................................   0.6%
Broadcasting........................................   8.1%
Business Services...................................   7.6%
Computer Hardware...................................   3.9%
Computer Services & Software........................   2.0%
Consumer Products & Services........................   1.7%
Electronic Components & Equipment...................  11.4%
Financial -- Bank & Trust...........................   6.4%
Financial Services..................................   3.3%
Food................................................   0.4%
Healthcare Services.................................   0.7%
Industrial Products.................................   1.8%
Insurance...........................................   2.9%
Machinery & Equipment...............................   0.2%
Metals & Mining.....................................   0.8%
Office Equipment....................................   1.2%
Oil & Gas...........................................   3.2%
Pharmaceuticals.....................................   4.4%
Real Estate.........................................   0.3%
Retail & Merchandising..............................   1.8%
Semiconductors......................................   2.7%
Telecommunications..................................  22.6%
Utilities...........................................   1.6%
                                                      -----
Total...............................................  91.7%
                                                      =====
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PRINCIPAL
                                        IN LOCAL
                                        CURRENCY
                                          (000)        VALUE
                                        ---------      -----
<S>                                     <C>         <C>
FOREIGN BONDS -- 50.5%
AUSTRALIA -- 0.4%
    Publishing and Broadcasting
      Finance Ltd.
      6.25%, 11/01/06.................       600    $    569,776
                                                    ------------
CANADA -- 1.6%
    Canadian Government
      5.50%, 06/01/09.................     2,570       1,692,034
    Province of Ontario
      1.875%, 01/25/10................    50,000         474,166
                                                    ------------
                                                       2,166,200
                                                    ------------
DENMARK -- 2.9%
    Kingdom of Denmark
      6.00%, 11/15/02.................    20,000       2,578,722
      8.00%, 03/15/06.................    10,000       1,422,486
                                                    ------------
                                                       4,001,208
                                                    ------------
EUROPEAN CURRENCY UNIT -- 3.2%
    American Standard Co., Inc.
      7.125%, 06/01/06................       340         320,054
    Carrier 1
      13.25%, 02/15/09................       120         117,906
    Dura Operating Corp.
      9.00%, 05/01/09.................       131         121,808
    Flextronics International Ltd.
      144A
      9.75%, 07/01/10.................       375         368,458
    Hermes Europe Railtel
      10.375%, 01/15/06...............       320         250,000
    Huntsman ICI Chemicals
      10.125%, 07/01/09...............       280         277,799
    IFCO Systems NV 144A
      10.625%, 03/15/10...............       219         219,378
    Level 3 Communications 144A
      11.25%, 03/15/10................       211         193,160
    Lloyds TSB Bank PLC
      5.625%, 07/15/49................       600         519,076
    Metromedia Fiber Network
      10.00%, 12/15/09................       176         161,972
    Orange PLC
      7.625%, 08/01/08................       320         319,018
    Public Power Corp.
      4.50%, 03/12/09.................       700         585,928
    Slovenian Government
      5.375%, 05/27/05................       300         280,459
    Standard Chartered Bank
      5.375%, 05/06/09................       700         609,782
                                                    ------------
                                                       4,344,798
                                                    ------------
FRANCE -- 9.0%
    French Government
      4.00%, 04/25/09.................     1,145         993,314
      5.50%, 04/25/29.................     1,340       1,278,087
</TABLE>

<TABLE>
<CAPTION>
                                        PRINCIPAL
                                        IN LOCAL
                                        CURRENCY
                                          (000)        VALUE
                                        ---------      -----
<S>                                     <C>         <C>
    French Treasury Bill
      4.50%, 07/12/02.................     9,642    $  9,153,060
    SunAmerica Institutional Funding
      5.25%, 05/20/09.................     5,500         758,956
                                                    ------------
                                                      12,183,417
                                                    ------------
GERMANY -- 8.8%
    Bank Nederlandse Gemeenten
      6.25%, 08/10/00.................     1,000         490,952
      5.25%, 10/01/01.................     2,100       1,029,404
    Colt Telecom Group PLC
      8.875%, 11/30/07................       470         229,204
    German Government
      4.50%, 05/17/02.................         7       6,436,432
      4.75%, 07/04/28.................     1,120         959,279
    KFW International Finance, Inc.
      6.75%, 06/20/05.................     2,301       2,323,641
    Minnesota Mining & Manufacturing
      Co.
      5.00%, 10/15/01.................       900         439,320
                                                    ------------
                                                      11,908,232
                                                    ------------
GREECE -- 1.8%
    Greek Government
      6.50%, 01/11/14.................   850,000       2,478,778
                                                    ------------
ITALY -- 4.6%
    Italian Government
      9.00%, 10/01/03.................     5,565       5,910,426
      7.25%, 11/01/26.................       328         368,401
                                                    ------------
                                                       6,278,827
                                                    ------------
JAPAN -- 6.6%
    Central Bank of Tunisia
      4.95%, 09/27/11.................    65,000         698,832
    Japanese Government
      0.90%, 12/22/08.................   400,000       3,541,726
      1.80%, 06/21/10.................    80,000         762,016
      2.40%, 03/20/20.................    50,000         493,835
    Korea Development Bank
      2.56%, 06/26/01.................   100,000         956,717
      1.875%, 02/13/02................    60,000         571,026
    Republic of Austria
      4.50%, 09/28/05.................   170,000       1,881,221
                                                    ------------
                                                       8,905,373
                                                    ------------
KOREA -- 0.5%
    Korea Industrial Leasing
      2.20%, 08/07/02.................    70,000         668,232
                                                    ------------
MEXICO -- 0.2%
    United Mexican States
      3.85%, 12/31/19.................    35,000         320,884
                                                    ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PRINCIPAL
                                        IN LOCAL
                                        CURRENCY
                                          (000)        VALUE
                                        ---------      -----
<S>                                     <C>         <C>
NETHERLANDS -- 2.9%
    Netherlands Government
      5.75%, 01/15/04.................     2,541    $  2,485,908
    Tecnost International NV
      5.375%, 07/30/04................     1,300       1,189,652
    United Pan-Europe Communications
      10.875%, 08/01/09...............       400         335,506
                                                    ------------
                                                       4,011,066
                                                    ------------
PORTUGAL -- 0.4%
    European Investment Bank
      5.25%, 03/23/02.................   100,000         480,844
                                                    ------------
RUSSIA -- 0.4%
    Russia Ofz
      30.00%, 07/14/00-09/25/00
        [VR]++........................     5,103          99,109
      58.75%, 12/15/01 [ZCB]++........     1,457          25,598
    Russian Federation
      11.75%, 06/10/03................       400         371,760
                                                    ------------
                                                         496,467
                                                    ------------
SOUTH AFRICA -- 1.5%
    Republic of South Africa
      13.00%, 08/31/10................    15,000       2,071,664
                                                    ------------
SPAIN -- 0.5%
    Spanish Government
      6.00%, 01/31/29.................       662         655,361
                                                    ------------
SWEDEN -- 0.6%
    Swedish Government
      5.00%, 01/28/09.................     7,400         827,294
                                                    ------------
UNITED KINGDOM -- 4.6%
    Abbey National Treasury
      5.25%, 01/21/04.................       780       1,130,294
    Alliance & Leicester BLD
      8.75%, 12/07/06.................     1,300       2,119,697
    Doncasters PLC
      8.125%, 05/01/09................       200         286,413
    Energis PLC
      9.50%, 06/15/09.................       100         150,776
    Gallaher Group PLC
      5.875%, 08/06/08................       500         226,983
    LCR Finance PLC 144A
      4.75%, 12/31/10.................       540         737,999
    NTL, Inc. [STEP]
      10.75%, 04/01/08................       340         316,554
    TDL Infomedia Group Ltd.
      10.125%, 10/15/09...............       145         221,160
    Telewest Communications PLC [STEP]
      9.256%, 04/15/09................       263         205,049
    United Kingdom Gilt
      6.00%, 12/07/28.................       260         488,629
      4.25%, 06/07/32.................       250         372,303
                                                    ------------
                                                       6,255,857
                                                    ------------
TOTAL FOREIGN BONDS
  (Cost $73,893,755)..................                68,624,278
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>

                                          PAR
                                         (000)        VALUE
                                         -----        -----
                                        ---------      -----
<S>                                     <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 18.5%
    Federal National Mortgage Assoc.
      5.75%, 04/15/03-06/15/05........  $  3,500   $  3,364,820
      6.00%, 05/15/08.................     1,300      1,226,095
      6.875%, 06/07/02................       990      1,510,366
      7.00%, 06/01/15.................     4,000      3,922,111
      7.00%, 07/01/30 [TBA]...........     5,200      5,021,250
                                                   ------------
                                                     15,044,642
                                                   ------------
    Government National Mortgage
      Assoc.
      7.50%, 09/15/29.................     5,199      5,158,860
      8.00%, 06/15/30.................     5,000      5,051,563
                                                   ------------
                                                     10,210,423
                                                   ------------
    (Cost $25,048,122)................               25,255,065
                                                   ------------
U.S. TREASURY OBLIGATIONS -- 12.1%
    U.S. Treasury Bonds
      6.375%, 08/15/27................     3,620      3,722,591
                                                   ------------
    U.S. Treasury Notes
      6.00%, 08/15/09.................     6,000      5,952,252
      7.25%, 05/15/16.................     6,180      6,799,916
                                                   ------------
                                                     12,752,168
                                                   ------------
    (Cost $16,114,822)................               16,474,759
                                                   ------------
CERTIFICATES OF DEPOSIT -- 7.3%
    Chase Manhattan Bank
      6.75%, 07/06/00
    (Cost $10,012,882)................    10,013     10,012,882
                                                   ------------
CORPORATE OBLIGATIONS -- 3.3%
ENTERTAINMENT & LEISURE -- 0.7%
    Comcast Cable Communications
      8.125%, 05/01/04................     1,000      1,013,460
                                                   ------------
FINANCIAL SERVICES -- 1.9%
    Ford Motor Credit Corp.
      5.75%, 02/23/04.................     1,300      1,225,900
    Heller Financial, Inc.
      7.875%, 05/15/03................     1,300      1,298,678
                                                   ------------
                                                      2,524,578
                                                   ------------
TELECOMMUNICATIONS -- 0.7%
    SBC Communications Capital Corp.
      5.875%, 06/01/03................     1,000        962,253
                                                   ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $4,466,690)...................                4,500,291
                                                   ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                     <C>        <C>
SOVEREIGN ISSUES -- 4.0%
BULGARIA -- 0.8%
    National Republic of Bulgaria
      6.50%, 07/28/11 [BRB, FRN]......  $    355   $    281,781
      2.50%, 07/28/12.................     1,020        752,250
                                                   ------------
                                                      1,034,031
                                                   ------------
MEXICO -- 1.2%
    United Mexican States
      11.50%, 05/15/26................     1,121      1,351,870
    United Mexican States Cl-W-A [BRB]
      6.25%, 12/31/19.................       250        206,525
    United Mexican States Cl-W-B [BRB]
      6.25%, 12/31/19.................       250        207,813
                                                   ------------
                                                      1,766,208
                                                   ------------
POLAND -- 1.3%
    Government of Poland [BRB, STEP]
      3.50%, 10/27/24.................     1,750      1,054,375
    Government of Poland PDI [BRB]
      6.00%, 10/27/14.................       125        112,109
      6.00%, 10/27/14.................       600        538,125
                                                   ------------
                                                      1,704,609
                                                   ------------
REPUBLIC OF SLOVENIA -- 0.3%
    Republic of Turkey
      11.875%, 01/15/30...............       400        419,760
RUSSIA -- 0.4%
    Russia -- IAN [FRN]
      5.969%, 12/15/15................     1,038        321,780
    Russia Principal Loans [FRN]
      2.984%, 12/15/20................       810        249,075
                                                   ------------
                                                        570,855
                                                   ------------
TOTAL SOVEREIGN ISSUES
  (Cost $5,911,624)...................                5,495,463
                                                   ------------
FOREIGN STOCK -- 0.0%
MEXICO -- 0.0%
    Mexican Value Recovery Rights*....   233,000   $          0
                                                   ------------
NIGERIA -- 0.0%
    Central Bank of Nigeria
      Warrants*.......................       250              0
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>

                                         SHARES       VALUE
                                         ------       -----
                                         -----        -----
<S>                                     <C>        <C>
VENEZUELA -- 0.0%
    Republic of Venezuela Warrants*...     1,250   $          0
                                                   ------------
TOTAL FOREIGN STOCK
  (Cost $0)...........................                        0
                                                   ------------
TOTAL INVESTMENTS -- 95.7%
  (Cost $135,447,895).................              130,362,738
OTHER ASSETS LESS
  LIABILITIES -- 4.3%.................                5,909,107
                                                   ------------
NET ASSETS -- 100.0%..................             $136,271,845
                                                   ============
</TABLE>

Foreign currency exchange contracts outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                           IN                        UNREALIZED
SETTLEMENT                CONTRACTS     EXCHANGE      CONTRACTS    APPRECIATION/
  MONTH      TYPE        TO RECEIVE        FOR        AT VALUE     (DEPRECIATION)
- ---------------------------------------------------------------------------------
<S>          <C>    <C>  <C>           <C>           <C>           <C>
07/00        Buy    CAD   3,566,059    $ 2,403,005   $ 2,407,222      $  4,217
09/00        Buy    EUR   6,564,980      6,249,205     6,324,582        75,377
07/00        Buy    GBP   4,939,408      7,439,112     7,479,419        40,307
07/00        Buy    JPY  560,692,406     5,350,118     5,314,794       (35,324)
                                       -----------   -----------      --------
                                       $21,441,440   $21,526,017      $ 84,577
                                       ===========   ===========      ========
</TABLE>

<TABLE>
<CAPTION>
                                                     IN
SETTLEMENT               CONTRACTS                EXCHANGE      UNREALIZED
  MONTH      TYPE        TO RECEIVE                 FOR        APPRECIATION
- ----------------------------------------------------------------------------
<S>          <C>    <C>  <C>          <C>        <C>          <C>
09/00        Buy    DKK  10,458,348     SEK      11,500,000      $ 28,537
07/00        Buy    EUR  2,455,258      GBP       1,484,915       107,688
07/00        Buy    EUR  2,412,758      ZAR      15,389,777        48,757
                                                                 --------
                                                                 $184,982
                                                                 ========
</TABLE>

<TABLE>
<CAPTION>
                                           IN                        UNREALIZED
SETTLEMENT                CONTRACTS     EXCHANGE      CONTRACTS    APPRECIATION/
  MONTH      TYPE        TO DELIVER        FOR        AT VALUE     (DEPRECIATION)
- ---------------------------------------------------------------------------------
<S>          <C>    <C>  <C>           <C>           <C>           <C>
07/00        Sell   CAD    2,251,600   $ 1,710,498   $ 1,702,173      $  8,325
07/00        Sell   DKK   10,135,710     1,300,000     1,303,469        (3,469)
09/00        Sell   EUR    7,737,456     7,455,580     7,454,124         1,456
07/00        Sell   GBP    4,285,490     6,437,578     6,489,235       (51,657)
07/00        Sell   JPY  316,905,000     3,000,000     3,003,937        (3,937)
                                       -----------   -----------      --------
                                       $19,903,656   $19,952,938      $(49,282)
                                       ===========   ===========      ========
</TABLE>

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

* Non-income producing security.

++ Illiquid security. At the end of the period, these securities amounted to
   less than 0.1% of net assets.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 1.1% of net assets.

See Notes to Financial Statements.


<PAGE>

AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
COMMON STOCK -- 91.6%
BROADCASTING -- 3.9%
    Emmis Communications Corp.
      Cl-A*..........................     249,600   $ 10,327,200
    Entercom Communications Corp.*...      91,100      4,441,125
    USA Networks, Inc.*..............     186,700      4,037,388
    Westwood One, Inc.*..............     314,200     10,722,075
                                                    ------------
                                                      29,527,788
                                                    ------------
BUILDING MATERIALS -- 0.3%
    Fastenal Co......................      51,100      2,586,938
                                                    ------------
BUSINESS SERVICES -- 3.5%
    CSG Systems International,
      Inc.*..........................     200,700     11,251,743
    Micromuse, Inc.*.................      48,900      8,092,186
    PurchasePro.com, Inc.*...........      64,900      2,660,900
    Safeguard Scientifics, Inc.*.....     143,900      4,613,794
                                                    ------------
                                                      26,618,623
                                                    ------------
CLOTHING & APPAREL -- 0.8%
    Limited, Inc. ...................     270,300      5,845,238
                                                    ------------
COMPUTER SERVICES & SOFTWARE -- 11.6%
    Adobe Systems, Inc...............      54,500      7,085,000
    BEA Systems, Inc.*...............     220,300     10,891,080
    Fiserv, Inc.*....................     185,100      8,005,575
    Intuit, Inc.*....................     247,600     10,244,450
    Network Appliance, Inc.*.........      76,800      6,182,400
    Peregrine Systems, Inc.*.........     284,500      9,868,594
    Phone.com, Inc.*.................     100,100      6,519,013
    Precise Software Solutions*......         900         21,600
    Rational Software Corp.*.........     173,400     16,115,362
    RealNetworks, Inc.*..............      86,400      4,368,600
    Redback Networks, Inc.*..........      57,400     10,217,200
    Storage Networks, Inc.*..........       1,200        108,300
                                                    ------------
                                                      89,627,174
                                                    ------------
CONSUMER PRODUCTS & SERVICES -- 0.8%
    Estee Lauder Companies, Inc.
      Cl-A...........................     126,000      6,229,125
                                                    ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 11.8%
    Comverse Technology, Inc.*.......     126,000     11,718,000
    Flextronics International
      Ltd.*..........................     158,000     10,852,625
    Gemstar International Group
      Ltd.*..........................     186,000     11,430,281
    Intersil Holding Corp.*..........     137,400      7,428,188
    Jabil Circuit*...................     158,800      7,880,450
    KLA-Tencor Corp.*................     172,300     10,090,319
    Metromedia Fiber Network, Inc.
      Cl-A*..........................     171,200      6,794,500
    Rambus, Inc.*....................      23,600      2,430,800
    Sanmina Corp.*...................     193,400     16,535,699
    Tektronix, Inc...................      61,700      4,488,675
    Vishay Intertechnology, Inc.*....      39,200      1,487,150
                                                    ------------
                                                      91,136,687
                                                    ------------
ENERGY SERVICES -- 0.5%
    Dynegy, Inc......................      51,100      3,490,769
                                                    ------------
ENTERTAINMENT & LEISURE -- 1.0%
    Harley-Davidson, Inc.............     194,800      7,499,800
                                                    ------------
EQUIPMENT SERVICES -- 1.0%
    Millipore Corp. .................      96,800      7,296,300
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
FINANCIAL SERVICES -- 3.5%
    Capital One Financial Corp. .....     130,200   $  5,810,175
    Concord EFS, Inc.*...............     421,900     10,969,400
    Lehman Brothers Holdings,
      Inc. ..........................      47,900      4,529,544
    Providian Financial Corp.........      58,200      5,238,000
                                                    ------------
                                                      26,547,119
                                                    ------------
FOOD -- 1.2%
    Quaker Oats Co. .................      28,700      2,156,088
    Starbucks Corp.*.................     177,400      6,774,462
                                                    ------------
                                                       8,930,550
                                                    ------------
HEALTHCARE SERVICES -- 0.9%
    Health Management Associates,
      Inc. Cl-A*.....................     502,800      6,567,825
                                                    ------------
INTERNET SERVICES -- 7.7%
    Art Technology Group, Inc.*......      76,700      7,741,906
    BroadVision, Inc.*...............      88,700      4,507,069
    Clarent Corp.*...................      50,800      3,632,200
    Digex, Inc.*.....................      70,000      4,755,625
    eSPEED, Inc.*....................      57,400      2,493,313
    Portal Software, Inc.*...........     283,100     18,083,012
    VeriSign, Inc.*..................      49,400      8,719,100
    Vignette Corp.*..................     166,300      8,650,198
                                                    ------------
                                                      58,582,423
                                                    ------------
MACHINERY & EQUIPMENT -- 1.6%
    Cooper Cameron Corp.*............     133,000      8,778,000
    Weatherford International,
      Inc.*..........................      83,400      3,320,363
                                                    ------------
                                                      12,098,363
                                                    ------------
MEDICAL SUPPLIES & EQUIPMENT -- 3.6%
    Forest Laboratories, Inc.*.......     111,300     11,241,300
    MiniMed, Inc.*...................      71,400      8,425,200
    PE Corp.-PE Biosystems Group.....     115,800      7,628,325
                                                    ------------
                                                      27,294,825
                                                    ------------
OIL & GAS -- 2.9%
    Coastal Corp.....................      94,300      5,740,513
    Rowan Companies, Inc.*...........     365,600     11,105,100
    Union Pacific Resources Group,
      Inc. ..........................     255,400      5,618,800
                                                    ------------
                                                      22,464,413
                                                    ------------
PHARMACEUTICALS -- 10.8%
    Abgenix, Inc.*...................      15,200      1,821,863
    ALZA Corp.*......................      37,500      2,217,188
    Human Genome Sciences, Inc.*.....      37,800      5,041,575
    IDEC Pharmaceutical Corp.*.......      51,500      6,041,594
    King Pharmaceuticals, Inc.*......      91,300      4,005,788
    MedImmune, Inc.*.................     284,600     21,060,399
    Millennium Pharmaceuticals,
      Inc.*..........................     115,900     12,966,312
    QLT PhotoTherapeutics, Inc.*.....      89,500      6,919,469
    Sepracor, Inc.*..................      86,300     10,409,937
    Waters Corp.*....................     101,600     12,680,949
                                                    ------------
                                                      83,165,074
                                                    ------------
</TABLE>


<PAGE>
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
RETAIL & MERCHANDISING -- 2.5%
    Best Buy Co., Inc.*..............     111,200   $  7,033,400
    Dollar Tree Stores, Inc.*........     114,100      4,514,081
    Tiffany & Co.....................     106,900      7,215,750
                                                    ------------
                                                      18,763,231
                                                    ------------
SEMICONDUCTORS -- 10.5%
    Altera Corp.*....................      56,500      5,759,469
    Applied Micro Circuits Corp.*....     113,400     11,198,249
    Atmel Corp.*.....................     344,500     12,703,437
    Conexant Systems, Inc.*..........     209,700     10,196,663
    E-Tek Dynamics, Inc.*............      25,800      6,806,363
    Globespan, Inc.*.................      70,600      8,618,716
    Integrated Device Technology,
      Inc.*..........................     122,000      7,304,750
    National Semiconductor Corp.*....      91,100      5,169,925
    QLogic Corp.*....................     104,500      6,903,531
    Vitesse Semiconductor Corp.*.....      88,200      6,488,213
                                                    ------------
                                                      81,149,316
                                                    ------------
TELECOMMUNICATIONS -- 9.2%
    Amdocs Ltd.*.....................     128,500      9,862,375
    American Tower Corp. Cl-A*.......     140,800      5,869,600
    Efficient Networks, Inc.*........     106,200      7,812,338
    Exfo Electro-Optical Engineering,
      Inc.*..........................         700         30,713
    Intermedia Communications,
      Inc.*..........................     182,100      5,417,475
    McLeodUSA, Inc. Cl-A*............     161,900      3,349,306
    Next Level Communications,
      Inc.*..........................      28,000      2,401,000
    NTL, Inc.*.......................      95,250      5,703,094
    Univision Communications,
      Inc.*..........................     162,200     16,787,699
    Voicestream Wireless Corp.*......      53,800      6,256,772
    WinStar Communications, Inc.*....     213,000      7,215,375
                                                    ------------
                                                      70,705,747
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
UTILITIES -- 2.0%
    Calpine Corp.*...................     230,600   $ 15,161,950
                                                    ------------
TOTAL COMMON STOCK
  (Cost $586,382,933)................                701,289,278
                                                    ------------
<CAPTION>
                                          PAR
                                         (000)
                                         -----
<S>                                    <C>          <C>
COMMERCIAL PAPER -- 6.5%
    American Express Credit Corp.
      6.72%, 07/06/00................  $   25,000     24,976,667
    Ford Motor Credit Corp.
      6.77%, 07/05/00................      25,000     24,981,194
                                                    ------------
    (Cost $49,957,861)...............                 49,957,861
                                                    ------------
<CAPTION>
                                         SHARES
                                         ------
<S>                                    <C>          <C>
SHORT-TERM INVESTMENTS -- 1.6%
    Temporary Investment Cash
      Fund ..........................   5,990,503      5,990,503
    Temporary Investment Fund .......   5,990,502      5,990,502
                                                    ------------
    (Cost $11,981,005)...............                 11,981,005
                                                    ------------
TOTAL INVESTMENTS -- 99.7%
  (Cost $648,321,799)................                763,228,144
OTHER ASSETS LESS
  LIABILITIES -- 0.3%................                  2,218,398
                                                    ------------
NET ASSETS -- 100.0%.................               $765,446,542
                                                    ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST FOUNDERS PASSPORT PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
FOREIGN STOCK -- 90.7%
AUSTRALIA -- 1.1%
    Aristocrat Leisure Ltd. ........     292,161   $    991,120
    ERG Ltd.........................     211,085      1,643,813
    Sausage Software Ltd.*..........      36,925         56,047
    Solutions Ltd.*.................     219,000      1,212,357
                                                   ------------
                                                      3,903,337
                                                   ------------
AUSTRIA -- 0.1%
    DO & CO Restaurants & Catering..       4,869        191,315
                                                   ------------
BELGIUM -- 0.6%
    Custom Silicon Configuration
      Services*.....................       7,000        108,301
    G.B.I. Group SA.................      11,800        435,374
    Ubizen*.........................      44,000      1,560,583
                                                   ------------
                                                      2,104,258
                                                   ------------
CANADA -- 5.6%
    Agrium, Inc.*...................     232,550      1,993,281
    Canadian Hunter Exploration
      Ltd.*.........................     118,725      2,520,063
    Crestar Energy, Inc.*...........      72,700      1,106,444
    Ensign Resource Service Group,
      Inc. .........................      55,125      1,815,586
    Genesis Exploration Ltd.*.......     140,750      1,044,936
    GT Group Telecom, Inc. Cl-B*....      34,425        542,512
    Hermosol, Inc.*.................      95,625        939,038
    NHC Communications, Inc.++*.....      45,143        351,901
    Precision Drilling Corp.*.......      80,450      3,105,779
    Rio Alto Exploration Ltd.*......      88,850      1,625,082
    Sierra Wireless, Inc.*..........      26,225      1,415,970
    WestJet Airlines Ltd.*..........     171,375      2,602,427
                                                   ------------
                                                     19,063,019
                                                   ------------
CHINA -- 2.4%
    Beijing Yanhua Petrochemical Co.
      Ltd...........................   8,946,000      1,044,365
    China Shipping Development Co.
      Ltd.*.........................   9,108,000      1,659,180
    China Southern Airlines Co.
      Ltd.*.........................   4,106,000        979,747
    Shanghai Petrochemical Co.
      Ltd...........................  19,596,000      2,664,745
    Yanzhou Coal Mining Co. Ltd.....   9,034,000      1,865,899
                                                   ------------
                                                      8,213,936
                                                   ------------
DENMARK -- 0.2%
    DSV, de Sammensluttede Vognmaend
      AS Cl-B*......................      29,675        667,312
                                                   ------------
FINLAND -- 2.4%
    Aldata Solutions Oyj*...........      87,950        598,586
    Alma Media Corp.................      15,725        538,889
    Comptel Oyj 144A................      44,025        890,460
    F-Secure Oyj 144A*..............      91,425      1,061,308
    Hartwall Oyj....................      52,425      1,055,335
    JOT Automation Group Oyj........     243,950      1,634,596
    Menire Oyj*.....................      23,100        110,717
    Tecnomen Oyj*...................      53,625        462,639
    Teleste Oyj.....................      75,900      1,855,300
                                                   ------------
                                                      8,207,830
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
FRANCE -- 8.3%
    A Novo..........................       7,427   $  1,836,816
    Carbone Lorraine SA.............      19,250        763,947
    Cerep SA........................      37,460      2,585,430
    Christian Dalloz................       6,572        439,729
    Elior 144A*.....................     118,725      1,505,686
    Faurecia........................      29,193      1,157,142
    Neopost SA*.....................      41,553      1,352,305
    Net2S*..........................      37,925        763,444
    Netgem SA*......................      50,350      1,926,254
    Penauille Polyservices..........       3,909      1,886,677
    Pierre & Vacances...............      21,605      1,294,395
    Pinguely-Haulotte...............     157,655      3,294,555
    Remy Cointreau SA*..............      40,125      1,309,678
    Riber SA*.......................      95,838      1,975,189
    Silicon-On-Insulator
      Technologies..................       6,075      1,426,740
    Societe Manutan.................       1,698        148,526
    Sommer Allibert SA..............      30,175        940,076
    SR Teleperformance..............      21,296        814,523
    Vallourec SA....................      13,175        555,694
    Wavecom SA......................       8,850      1,077,406
    Zodiac SA.......................       5,759      1,176,421
                                                   ------------
                                                     28,230,633
                                                   ------------
GERMANY -- 9.6%
    ACG AG*.........................       3,950        825,441
    Adcon Telemetry AG..............      71,203      1,160,325
    Amatech Holdings AG*............      24,511        834,107
    Articon Information Systems
      AG*...........................      33,047      2,255,508
    Austria Technologies &
      Systemtechnik AG..............       5,775        437,332
    Balda AG*.......................      25,075        960,263
    Comroad AG*.....................      10,293      1,598,414
    COR Insurance Technologies AG*..     121,050      2,065,462
    Dis Deutscher Industrie Service
      AG............................       8,625      1,030,998
    GPC Biotech AG 144A*............      32,475      1,696,595
    Grenke Leasing AG*..............      46,650      1,471,228
    Hugo Boss AG....................      10,871      1,896,589
    Kontron Embedded Computers AG*..      16,675      1,502,540
    Medigene AG*....................       4,200        235,525
    Ruecker AG*.....................      69,450      1,098,471
    SAI Automotive AG...............      29,750        262,366
    SZ Testsysteme AG*..............      76,525      1,855,907
    Tecis Holding AG................      11,218      1,043,085
    Thiel Logistik AG 144A*.........      44,850      4,256,280
    U.C.A. Unternehmer Consulting...      11,500        584,260
    Valor Computerized Systems AG
      144A*.........................      88,200        811,656
    Wedeco AG Water Technology*.....      53,500      2,025,738
    Zapf Creation AG................      46,500      2,852,762
                                                   ------------
                                                     32,760,852
                                                   ------------
GREECE -- 1.8%
    Folli-Follie SA.................       6,120        135,316
    M-Systems Flash Disk Pioneers
      Ltd.*.........................      26,225      2,042,272
</TABLE>


<PAGE>
AST FOUNDERS PASSPORT PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    M.J. Maillis SA.................      80,380   $  1,010,987
    Metrolife SA*...................       7,710         72,620
    Techem AG 144A*.................     118,805      2,847,129
                                                   ------------
                                                      6,108,324
                                                   ------------
HONG KONG -- 5.8%
    Angang New Steel Co. Ltd. ......  22,798,000      2,310,500
    Beijing Datang Power Generation
      Co. Ltd. 144A.................   5,376,000      1,206,923
    Brilliance China Automotive
      Holdings Ltd. [ADR]*..........      28,970        503,354
    China Eastern Airlines Corp.
      Ltd.*.........................  19,972,000      2,536,524
    China Everbright Ltd. ..........     442,000        345,887
    China Pharmaceutical Enterprise
      & Investment Corp. Ltd. ......   8,492,000      1,034,941
    China Resources Beijing Land
      Ltd. .........................   8,158,000      1,088,427
    Cosco Pacific Ltd. .............   3,314,000      2,614,627
    Giordano International Ltd. ....     796,000      1,210,079
    HKCB Bank Holding Co. Ltd. .....   1,580,000        456,060
    Huaneng Power International,
      Inc. .........................   5,562,000      1,819,506
    Quality Healthcare Asia Ltd.*...   1,292,000        381,217
    Shandong International Power
      Development Co. Ltd. .........   3,204,000        472,686
    Shenzhen International Holdings
      Ltd.*.........................  18,707,500      1,343,959
    Vtech Holdings Ltd. ............      86,000        325,464
    Yuxing Infotech Holdings
      Ltd.*.........................     322,000        176,593
    Zhejiang Expressway Co. Ltd. ...  10,426,000      1,778,900
                                                   ------------
                                                     19,605,647
                                                   ------------
INDIA -- 0.0%
    Silverline Technologies Ltd.
      [ADR]*........................       4,050         87,581
                                                   ------------
IRELAND -- 1.0%
    ITG Group PLC 144A*.............     165,329      1,738,554
    Trinity Biotech PLC [ADR]*......     180,300        529,631
    Trintech Group PLC [ADR]*.......      49,300        971,364
                                                   ------------
                                                      3,239,549
                                                   ------------
ISRAEL -- 2.8%
    BATM Advanced Communications
      Ltd. .........................      38,250      3,339,745
    BreezeCom Ltd.*.................      93,700      4,075,951
    RT-SET Ltd. 144A*...............      89,925      1,413,698
    TTI Team Telecom International
      Ltd.*.........................      15,700        565,200
                                                   ------------
                                                      9,394,594
                                                   ------------
ITALY -- 1.0%
    Buzzi Unicem SPA................      62,250        566,289
    ERG SPA.........................     409,885      1,233,741
    Ericsson SPA....................      24,600      1,440,817
                                                   ------------
                                                      3,240,847
                                                   ------------
JAPAN -- 10.0%
    Aderans Co. Ltd. ...............      33,500      1,554,656
    Aica Koygo Co. Ltd. ............      13,000        103,458
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    Amada Co........................     274,000   $  2,330,780
    Central Glass Co. Ltd. .........     262,000      1,394,177
    Fuji Oil Co. Ltd. ..............     135,000      1,205,796
    Hisamitsu Pharmaceutical Co.,
      Inc.*.........................      44,000        678,289
    Hunet, Inc. ....................     292,000      2,246,546
    Ichiyoshi Securities Co.
      Ltd. .........................      47,000        395,807
    Idec Izumi Corp. ...............     130,500      1,843,995
    Joint Corp. ....................      29,500      1,006,555
    Katokichi Co. Ltd. .............      55,000      1,395,774
    Kinseki Ltd. ...................     130,000      2,205,545
    Koa Corp. ......................      45,000      1,399,318
    Micronics Japan Co. Ltd. .......      27,000        632,883
    Moritex Corp. ..................      15,000      1,368,128
    Nippon Thompson Co. Ltd. .......     247,000      3,758,642
    Ryoyo Electro Corp. ............     102,000      2,043,827
    Shimachu Co. Ltd. ..............     133,600      2,841,169
    Sumisho Lease Co. Ltd. .........       7,000        105,197
    Toko, Inc. .....................      93,000        704,083
    Toky Individualized Educational
      Institute, Inc. ..............      12,000        657,836
    Toshiba Tungaloy Co. Ltd. ......     288,000      2,027,948
    Tsubaki Nakashima Co. Ltd. .....     137,000      2,020,009
    Xebio Co. Ltd. .................       7,500        176,510
                                                   ------------
                                                     34,096,928
                                                   ------------
KOREA -- 1.1%
    Daum Communications Corp.*......      11,825      1,124,182
    Mirae Co. ......................     145,100        591,468
    Samsung Heavy Industry Co.
      Ltd.*.........................     299,040      1,397,323
    Shin Sung ENG...................     102,400        551,037
                                                   ------------
                                                      3,664,010
                                                   ------------
NETHERLANDS -- 3.2%
    AOT NV*.........................     149,225        858,273
    ASM International NV............      36,200        959,300
    BE Semiconductor Industries
      NV*...........................      73,050      1,144,907
    Beter Bed Holding NV............      28,750        865,366
    IFCO Systems NV*................      49,125      1,299,703
    IHC Caland NV...................      41,325      2,020,298
    PinkRoccade NV*.................      14,700        767,974
    Unique International NV.........      28,675        689,937
    Van der Moolen Holdings NV......      43,075      2,427,924
                                                   ------------
                                                     11,033,682
                                                   ------------
NEW ZEALAND -- 0.1%
    Advantage Group Ltd.*...........     137,042        178,701
                                                   ------------
NORWAY -- 3.7%
    Bergesen d.y. ASA Cl-A..........     109,600      2,256,764
    C.Rel ASA 144A*.................     392,800        505,507
    Frontline Ltd. 144A*............     117,525      1,443,718
    ProSafe ASA*....................     118,550      1,761,441
    Smedvig ASA Cl-B................     187,125      3,064,946
    TGS Nopec Geophysical Co. ASA*..     270,125      3,586,936
                                                   ------------
                                                     12,619,312
                                                   ------------
</TABLE>


<PAGE>
AST FOUNDERS PASSPORT PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
SPAIN -- 0.4%
    Abengoa SA......................      10,766   $    290,513
    Cortefiel SA....................      33,620        732,215
    Prosegur Cia de Seguridad SA....      42,625        500,533
                                                   ------------
                                                      1,523,261
                                                   ------------
SWEDEN -- 2.1%
    Biacaore International AB*......      36,575      1,567,967
    Glocalnet AB*...................      23,310         33,487
    Karo Bio AB*....................      50,675      1,895,102
    Kipling Holding AB*.............       1,075         15,198
    Perbio Science AB*..............     202,600      1,593,871
    Sifo Group AB Cl-B..............      80,485      1,128,716
    SwitchCore AB*..................      79,535        834,278
                                                   ------------
                                                      7,068,619
                                                   ------------
SWITZERLAND -- 7.9%
    Card-Guard Scientific Survival
      Ltd.*.........................      44,475      2,119,720
    ESEC Holdings AG................       1,160      2,867,773
    Kudelski SA*....................         137      1,728,855
    Logitech International SA*......       4,600      3,284,360
    Oridion Systems Ltd.*...........      18,529        491,123
    Rieter Holdings AG..............      10,450      3,534,596
    Sarna Kunststoff Holding AG.....       1,750      2,152,429
    Saurer AG Reg...................       6,250      3,912,809
    Straumann AG....................       1,434      2,160,608
    Swisslog Holding AG.............       2,100      1,033,166
    Swisslog Holding AG Rights*.....       2,100              0
    Tecan AG........................       1,300      1,247,978
    Think Tools AG*.................       4,002      2,325,785
                                                   ------------
                                                     26,859,202
                                                   ------------
UNITED KINGDOM -- 19.5%
    Abacus Polar PLC................      27,325        191,323
    Actinic PLC 144A*...............     679,225      1,007,706
    Advanced Power Components PLC...      56,275        345,036
    AIT Group PLC...................      85,775      1,603,696
    Alphameric PLC*.................     114,675        587,654
    Anite Group PLC.................     553,600      1,319,991
    Arena Leisure PLC*..............     312,525        891,847
    Axis-Shield PLC*................      83,900        895,458
    Berisford PLC...................     450,875      2,214,956
    Cedar Group PLC.................      72,600        730,891
    Chloride Group PLC..............   1,155,620      3,341,510
    Debenhams PLC...................     741,600      2,430,647
    Dialog Semiconductor PLC........      27,250      1,436,685
    Easynet Group PLC*..............      79,270      1,209,061
    Eyretel PLC*....................   1,227,575      3,809,747
    Fibernet Group PLC*.............      28,225        793,701
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    Future Integrated Telephony
      PLC*..........................      31,894   $    112,260
    GEO Interactive Media Group
      PLC*..........................      83,400      1,590,856
    HIT Entertainment PLC 144A......     575,500      3,789,910
    Imagination Tech Group PLC*.....     468,775      2,040,312
    Incepta Group PLC...............     693,650      1,396,646
    Intermediate Capital Group
      PLC...........................     234,375      2,478,403
    International Quantum Epitaxy
      PLC*..........................      23,525      1,929,050
    ITE Group PLC...................     255,675        282,557
    Lex Service PLC.................     123,525        621,786
    Man (E D & F) Group PLC.........     468,750      3,739,781
    Mayflower Corp. PLC.............     464,025      1,001,038
    Menmore Abbey PLC...............     201,800        621,699
    Mitie Group PLC.................     159,325        876,764
    Nestor Healthcare Group PLC.....     269,475      1,947,987
    NSB Retail Systems PLC..........      18,325         71,436
    Orchestream Holdings PLC*.......     660,800      3,161,196
    Oxford Asymmetry International
      PLC*..........................     211,875      1,578,117
    Oxford GlycoSciences PLC*.......      76,336      2,166,831
    Pace Micro Technology PLC.......     111,200      1,607,691
    Parthus Technologies PLC*.......     902,625      2,548,476
    QXL Ltd.*.......................   1,019,700      1,520,558
    Redstone Telecom PLC*...........     268,700      1,057,634
    Redstone Telecom PLC Rights*....      40,936         37,184
    Robotic Tech Systems PLC*.......     135,500      1,388,744
    Scipher PLC*....................      80,150        615,792
    Shaftesbury PLC.................     208,125        805,025
    Staffware PLC...................      22,350        697,856
    Superscape VR PLC*..............     309,975        950,268
    Ted Baker PLC...................     169,000      1,350,874
    Telemetrix PLC..................     310,225      1,561,575
    Xenova Group PLC*...............     286,125        340,032
                                                   ------------
                                                     66,698,247
                                                   ------------
TOTAL FOREIGN STOCK
  (Cost $301,321,794)...............                308,760,996
                                                   ------------
U.S. STOCK -- 1.6%
COMPUTER SERVICES & SOFTWARE -- 0.5%
    Comtouch Software*..............      47,450      1,542,125
                                                   ------------
INTERNET SERVICES -- 0.9%
    RADVision Ltd.*.................     113,350      3,166,715
                                                   ------------
OIL & GAS - 0.1%
    Gulf Indonesia Resources
      Ltd.*.........................      36,500        292,000
                                                   ------------
</TABLE>


<PAGE>
AST FOUNDERS PASSPORT PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
TELECOMMUNICATIONS -- 0.1%
    Exfo Electro-Optical
      Engineering, Inc.*............       7,875   $    345,516
                                                   ------------
TOTAL U.S. STOCK
  (Cost $5,461,655).................                  5,346,356
                                                   ------------
<CAPTION>
                                         PAR
                                        (000)
                                      ----------
<S>                                   <C>          <C>
COMMERCIAL PAPER -- 7.2%
    Ciesco L.P.
      6.95%, 07/03/00...............  $   17,245     17,238,341
    Morgan Stanley Dean Witter & Co.
      6.85%, 07/03/00...............       7,177      7,172,448
                                                   ------------
    (Cost $24,410,789)..............                 24,410,789
                                                   ------------
TOTAL INVESTMENTS -- 99.5%
  (Cost $331,194,238)...............                338,518,141
OTHER ASSETS LESS
  LIABILITIES -- 0.5%...............                  1,645,117
                                                   ------------
NET ASSETS -- 100.0%................               $340,163,258
                                                   ============
</TABLE>

Foreign currency exchange contracts outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                             IN                        UNREALIZED
SETTLEMENT                 CONTRACTS      EXCHANGE      CONTRACTS    APPRECIATION/
  MONTH      TYPE         TO RECEIVE         FOR        AT VALUE     (DEPRECIATION)
- -----------------------------------------------------------------------------------
<S>          <C>    <C>  <C>             <C>           <C>           <C>
07/00        Buy    AUD     2,113,424    $ 1,271,885   $ 1,268,943      $ (2,942)
07/00        Buy    CAD       268,000        181,025       180,877          (148)
07/00        Buy    CHF     2,665,672      1,637,757     1,639,334         1,577
07/00        Buy    EUR     1,995,024      1,892,758     1,912,408        19,650
07/00        Buy    GBP     2,570,395      3,889,205     3,891,296         2,091
07/00        Buy    HKD     8,825,026      1,132,142     1,132,135            (7)
07/00        Buy    JPY   172,786,566      1,634,717     1,633,120        (1,597)
07/00        Buy    KOR  2,560,241,882     2,296,636     2,296,205          (431)
                                         -----------   -----------      --------
                                         $13,936,125   $13,954,318      $ 18,193
                                         ===========   ===========      ========
</TABLE>

<TABLE>
<CAPTION>
                                             IN                        UNREALIZED
SETTLEMENT                 CONTRACTS      EXCHANGE      CONTRACTS    APPRECIATION/
  MONTH      TYPE         TO DELIVER         FOR        AT VALUE     (DEPRECIATION)
- -----------------------------------------------------------------------------------
<S>          <C>    <C>  <C>             <C>           <C>           <C>
07/00        Sell   CAD        701,671   $   473,011   $   473,568      $   (557)
07/00        Sell   DKK      1,165,242       148,823       149,733          (910)
07/00        Sell   EUR      5,854,622     5,588,446     5,612,176       (23,730)
07/00        Sell   GBP      1,182,728     1,787,717     1,790,521        (2,804)
07/00        Sell   GRD    255,092,670       720,796       725,894        (5,098)
07/00        Sell   HKD        691,794        88,748        88,748            --
07/00        Sell   JPY    136,937,330     1,297,836     1,294,285         3,551
07/00        Sell   MYR        505,040       132,905       132,908            (3)
07/00        Sell   NOK         10,967         1,269         1,283           (14)
07/00        Sell   NZD        299,372       140,663       140,931          (268)
07/00        Sell   SEK      8,458,222       958,748       964,370        (5,622)
                                         -----------   -----------      --------
                                         $11,338,962   $11,374,417      $(35,455)
                                         ===========   ===========      ========
</TABLE>

The following is a breakdown of the foreign stock portion of the Portfolio, by
industry classification, as of June 30, 2000. Percentages are based on net
assets.

<TABLE>
<CAPTION>
INDUSTRY
- --------
<S>                                                   <C>
Advertising.........................................   0.6%
Airlines............................................   1.8%
Automobile Manufacturers............................   0.1%
Automotive Parts....................................   1.0%
Beverages...........................................   0.7%
Broadcasting........................................   2.4%
Building Materials..................................   1.6%
Business Services...................................   7.3%
Chemicals...........................................   2.2%
Clothing & Apparel..................................   1.0%
Computer Hardware...................................   6.6%
Computer Services & Software........................   7.1%
Construction........................................   0.7%
Consumer Products & Services........................   1.1%
Containers & Packaging..............................   0.7%
Electronic Components & Equipment...................   9.9%
Entertainment & Leisure.............................   1.8%
Environmental Services..............................   0.6%
Financial -- Bank & Trust...........................   0.1%
Financial Services..................................   4.0%
Food................................................   1.3%
Healthcare Services.................................   2.1%
Machinery & Equipment...............................   7.1%
Metals & Mining.....................................   1.4%
Oil & Gas...........................................   6.1%
Pharmaceuticals.....................................   3.9%
Real Estate.........................................   1.2%
Retail & Merchandising..............................   3.6%
Semiconductors......................................   4.8%
Telecommunications..................................   6.0%
Transportation......................................   1.9%
                                                      -----
Total...............................................  90.7%
                                                      =====
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

++ Illiquid security. At the end of the period, this security amounted to 0.1%
   of net assets.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 7.1% of net assets.

See Notes to Financial Statements.

<PAGE>

AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
COMMON STOCK -- 90.0%
BUILDING & REAL ESTATE -- 4.1%
    Camden Property Trust............     48,100   $  1,412,937
    Kilroy Realty Corp...............     32,000        830,000
    Post Properties, Inc. [REIT].....     25,800      1,135,200
    Security Capital U.S. Realty
      [ADR]*.........................     27,200        488,750
    Weeks Corp.......................     46,330      1,036,634
                                                   ------------
                                                      4,903,521
                                                   ------------
BUILDING MATERIALS -- 0.9%
    Johns Manville Corp..............     25,300        333,644
    Southdown, Inc...................     12,700        733,425
                                                   ------------
                                                      1,067,069
                                                   ------------
CHEMICALS -- 4.5%
    Bush Boake Allen, Inc.*..........     22,600        988,750
    FMC Corp.*.......................     11,700        678,600
    Hercules, Inc....................     73,900      1,039,219
    Millennium Chemicals, Inc........     47,600        877,625
    Octel Corp.*.....................     68,875        538,086
    Olin Corp........................     34,200        564,300
    Union Carbide Corp...............     13,000        643,500
                                                   ------------
                                                      5,330,080
                                                   ------------
CONTAINERS & PACKAGING -- 0.9%
    Longview Fibre Co................     30,000        331,875
    Smurfit-Stone Container Corp.*...     59,200        762,200
                                                   ------------
                                                      1,094,075
                                                   ------------
DIVERSIFIED RESOURCES -- 1.3%
    IMC Global, Inc..................    117,000      1,521,000
                                                   ------------
ENERGY SERVICES -- 3.3%
    CMS Energy Corp..................     17,400        384,975
    Coflexip SA [ADR]................     25,700      1,554,850
    Layne Christensen Co.*...........     44,500        200,250
    Niagara Mohawk Holdings, Inc.*...    124,700      1,738,006
                                                   ------------
                                                      3,878,081
                                                   ------------
ENVIRONMENTAL SERVICES -- 0.6%
    Waste Management, Inc............     36,400        691,600
                                                   ------------
FARMING & AGRICULTURE -- 1.3%
    Delta & Pine Land Co.............     60,900      1,526,306
                                                   ------------
HOTELS & MOTELS -- 0.5%
    Hilton Hotels Corp...............     68,400        641,250
                                                   ------------
INTEGRATED PETROLEUM -- 17.0%
    Amerada Hess Corp................     46,000      2,840,500
    Chevron Corp.....................     20,052      1,700,660
    Norsk Hydro AS [ADR].............     39,600      1,665,675
    Royal Dutch Petroleum Co.........     71,800      4,420,188
    Texaco, Inc......................    111,600      5,942,699
    USX-Marathon Group, Inc..........    147,400      3,694,213
                                                   ------------
                                                     20,263,935
                                                   ------------
LUMBER & WOOD PRODUCTS -- 1.4%
  Georgia-Pacific Corp. (Timber
    Group)...........................     75,700      1,637,013
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
MACHINERY & EQUIPMENT -- 4.0%
  Baker Hughes, Inc..................    132,200   $  4,230,400
  Carbo Ceramics, Inc................     15,200        533,900
                                                   ------------
                                                      4,764,300
                                                   ------------
METALS & MINING -- 8.9%
  Aber Resources Ltd.*...............    128,400        802,500
  Alcoa, Inc.........................     51,684      1,498,836
  Allegheny Technologies, Inc........     74,800      1,346,400
  Arch Coal, Inc.....................    123,000        945,563
  Cleveland-Cliffs, Inc..............     55,600      1,435,175
  Harmony Gold Mining Co. Ltd........     75,000        417,188
  Inco Ltd.*.........................     44,600        685,725
  Inco Ltd. Cl-VBN*..................    202,800        887,250
  Lihir Gold Ltd. [ADR]*.............     45,000        365,625
  Placer Dome, Inc...................    158,000      1,510,874
  USX-U.S. Steel Group, Inc..........     40,000        742,500
                                                   ------------
                                                     10,637,636
                                                   ------------
NON-FERROUS METALS -- 1.3%
  Phelps Dodge Corp..................     43,250      1,608,359
                                                   ------------
OIL & GAS -- 24.4%
  Anadarko Petroleum Corp............      4,300        212,044
  BJ Services Co.*...................     26,000      1,625,000
  BP Amoco PLC [ADR].................     30,440      1,721,763
  Burlington Resources, Inc..........     51,900      1,985,175
  Cabot Oil & Gas Corp...............     42,600        902,588
  Devon Energy Corp..................     10,535        591,935
  Diamond Offshore Drilling, Inc.....     40,800      1,433,100
  Exxon Mobil Corp...................     47,909      3,763,850
  Helmerich & Payne, Inc.............     58,000      2,058,999
  Key Energy Services, Inc.*.........     56,100        539,963
  Mitchell Energy & Development Corp.
    Cl-A.............................     31,900      1,024,788
  Murphy Oil Corp....................     11,600        689,475
  Nicor, Inc.........................     17,500        570,938
  Questar Corp.......................     34,600        670,375
  Santa Fe Energy Resources, Inc.*...     61,600        700,700
  Schlumberger Ltd...................     14,388      1,073,705
  Seacor Smit, Inc.*.................     64,050      2,477,933
  Tidewater, Inc.....................     53,100      1,911,600
  Total SA [ADR].....................     23,874      1,838,298
  Union Pacific Resources Group,
    Inc..............................     41,100        904,200
  Unocal Corp........................     44,200      1,464,125
  Vastar Resources, Inc..............     12,700      1,043,781
                                                   ------------
                                                     29,204,335
                                                   ------------
PAPER & FOREST PRODUCTS -- 6.0%
  Abitibi-Consolidated, Inc..........     72,200        676,875
  Fort James Corp....................     70,900      1,639,562
  International Paper Co.............     24,400        727,425
  Jefferson Smurfit Group [ADR]......     41,600        733,200
  Kimberly-Clark Corp................      7,700        441,788
  Packaging Corp. of America*........     67,800        686,475
  Wausau-Mosinee Paper Corp..........    117,400      1,005,238
  Weyerhaeuser Co....................     28,300      1,216,900
                                                   ------------
                                                      7,127,463
                                                   ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
PETROLEUM EXPLORATION & PRODUCTION -- 3.6%
  Barrett Resources Corp.*...........     11,300   $    343,944
  Companie Generale de Geophysique SA
    [ADR]*...........................     60,800        828,400
  Forcenergy, Inc.*..................     63,500      1,277,938
  Ocean Energy, Inc.*................    128,480      1,822,809
                                                   ------------
                                                      4,273,091
                                                   ------------
PRECIOUS METALS -- 4.4%
  Battle Mountain Gold Co.*..........    475,400      1,039,938
  Newmont Mining Corp................    192,024      4,152,519
                                                   ------------
                                                      5,192,457
                                                   ------------
TRANSPORTATION -- 0.8%
  Norfolk Southern Corp..............     64,400        957,950
                                                   ------------
UTILITIES -- 0.8%
  Unisource Energy Corp..............     61,900        928,500
                                                   ------------
TOTAL COMMON STOCK
  (Cost $105,417,144)................               107,248,021
                                                   ------------
FOREIGN STOCK -- 4.7%
METALS & MINING -- 3.4%
  Lihir Gold Ltd. -- (AUD)*..........  6,530,500      2,587,890
  Lonrho Africa PLC -- (GBP).........    203,159         58,436
  Rio Tinto PLC -- (GBP)*............     39,500        645,825
  WMC Ltd. -- (AUD)..................    180,000        807,649
                                                   ------------
                                                      4,099,800
                                                   ------------
NON-FERROUS METALS -- 0.1%
  Bougainville Copper
    Ltd. -- (AUD)*...................  1,321,892        123,022
                                                   ------------
PETROLEUM EXPLORATION & PRODUCTION -- 1.1%
  Compagnie Generale de Geophysique
    SA -- (FRF)*.....................     19,100      1,307,266
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
PRECIOUS METALS -- 0.1%
  Goldfields Ltd. -- (AUD)...........    131,062   $    107,966
                                                   ------------
TOTAL FOREIGN STOCK
  (Cost $6,035,860)..................                 5,638,054
                                                   ------------
PREFERRED STOCK -- 2.2%
BUILDING & REAL ESTATE -- 1.1%
  Rouse Co. $3.00 Cl-B...............     34,100      1,219,075
                                                   ------------
METALS & MINING -- 0.5%
  Kinam Gold, Inc. $3.75 Cl-B........     28,500        641,250
                                                   ------------
PRECIOUS METALS -- 0.6%
  Battle Mountain Gold $3.25.........     25,900        764,050
                                                   ------------
TOTAL PREFERRED STOCK
  (Cost $3,234,868)..................                 2,624,375
                                                   ------------
<CAPTION>
                                          PAR
                                         (000)
                                         -----
<S>                                    <C>         <C>
CORPORATE OBLIGATIONS -- 0.5%
METALS & MINING
    Teck Corp.
      3.75%, 07/15/06
    (Cost $574,480)..................  $     750        570,000
                                                   ------------
TOTAL INVESTMENTS -- 97.4%
  (Cost $115,262,352)................               116,080,450
OTHER ASSETS LESS
  LIABILITIES -- 2.6%................                 3,077,510
                                                   ------------
NET ASSETS -- 100.0%.................              $119,157,960
                                                   ============
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST PIMCO LIMITED MATURITY BOND PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
CORPORATE OBLIGATIONS -- 56.3%
AEROSPACE -- 3.8%
    Lockheed Martin Corp.
      6.85%, 05/15/01................  $  15,000   $ 14,934,435
                                                   ------------
BUILDING MATERIALS -- 0.8%
    Cemex SA 144A
      8.50%, 08/31/00................      3,000      3,005,400
                                                   ------------
BUSINESS SERVICES -- 2.5%
    Cox Enterprises 144A
      6.625%, 06/14/02...............     10,000      9,815,750
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 2.1%
    Arizona Public Service [FRN]
      6.816%, 11/15/01...............      8,000      7,996,408
                                                   ------------
ENTERTAINMENT & LEISURE -- 0.3%
    Time Warner, Inc. 144A
      6.10%, 12/30/01................      1,250      1,227,726
                                                   ------------
FINANCIAL -- BANK & TRUST -- 2.7%
    Bank of America Corp.
      8.625%, 11/15/03...............      1,000      1,034,223
    Beneficial Corp. Cl-H [FRN]
      6.28%, 01/09/02................      5,000      5,003,855
    First Union Corp. [FRN]
      6.165%, 07/22/03...............      4,550      4,544,349
                                                   ------------
                                                     10,582,427
                                                   ------------
FINANCIAL SERVICES -- 21.7%
    Bear Stearns Co.
      6.596%, 03/28/03...............        700        699,282
    Chrysler Financial Corp. [FRN]
      6.69%, 01/30/02................      4,000      3,999,836
    General Motors Acceptance Corp.
      [FRN]
      6.13%, 02/01/02................        500        499,906
    Golden State Holdings Corp.
      7.00%, 08/01/03................      4,000      3,711,600
    Goldman Sachs Group 144A
      7.125%, 03/01/03...............      4,000      3,711,600
    Household Finance Corp.
      7.625%, 12/27/00...............     15,000     14,980,349
      6.302%, 05/24/02 [VR]..........     30,000     30,009,689
    Lehman Brothers Holdings, Inc.
      6.375%, 05/07/02 [FRN].........      1,200      1,175,142
      6.84%, 07/15/02................        500        502,149
      7.00%, 05/15/03................      2,500      2,441,783
    Merrill Lynch & Co., Inc. [FRN]
      6.40%, 05/30/03................      5,000      5,006,500
    Nacional Financiera [FRN] 144A
      8.693%, 12/01/00...............      4,875      4,850,625
    New England Educational Loan
      Marketing Assoc. Cl-B [FRN]
      144A
      6.29%, 09/11/00................      5,000      5,000,465
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
    Salomon, Inc.
      7.50%, 02/01/03................  $   1,000   $  1,002,254
    Transamerica Financial Corp.
      7.25%, 08/15/02................     10,000      9,978,010
                                                   ------------
                                                     84,844,352
                                                   ------------
INDUSTRIAL PRODUCTS -- 1.2%
    Amerco
      7.20%, 04/01/02................      5,000      4,785,650
                                                   ------------
INSURANCE -- 2.8%
    Gold Eagle Capital [FRN] 144A
      11.453%, 08/16/00..............      3,000      3,000,300
    Marsh & McLennan Companies, Inc.
      6.625%, 06/15/04...............      8,000      7,759,464
                                                   ------------
                                                     10,759,764
                                                   ------------
OIL & GAS -- 1.0%
    Gulf Canada Resources Ltd.
      9.25%, 01/15/04................      3,000      3,030,000
    Occidental Petroleum Corp.
      6.40%, 04/01/03................      1,000        959,093
                                                   ------------
                                                      3,989,093
                                                   ------------
PAPER & FOREST PRODUCTS -- 0.9%
    International Paper Co.
      7.597%, 07/08/02 [FRN] 144A....      2,000      1,999,526
      6.125%, 11/01/03...............      1,500      1,431,425
                                                   ------------
                                                      3,430,951
                                                   ------------
RETAIL & MERCHANDISING -- 0.8%
    Kmart Corp.
      8.00%, 12/13/01................      3,150      3,090,739
                                                   ------------
TELECOMMUNICATIONS -- 5.1%
    AT&T Capital Corp. Cl-F
      6.25%, 05/15/01................     10,000      9,919,300
    Deutsche Telekom International
      Finance
      7.75%, 06/15/05................      5,000      5,037,000
    TCI Communications, Inc. [FRN]
      6.855%, 09/11/00...............      5,000      5,005,450
                                                   ------------
                                                     19,961,750
                                                   ------------
UTILITIES -- 10.6%
    Alliant Energy Resources 144A
      7.25%, 02/15/30................         20         13,800
    Cleveland Electric Illuminating
      Co.
      7.625%, 08/01/02...............      2,100      2,081,856
    Connecticut Light & Power Co.
      7.875%, 06/01/01...............      2,000      2,004,856
    Connecticut Light & Power Co.
      Cl-C
      7.75%, 06/01/02................     10,000     10,040,310
    Detroit Edison Co.
      6.75%, 03/17/03................      5,000      4,889,515
    KN Energy, Inc.
      6.45%, 11/30/01................     10,000      9,824,500
    Nevada Power Co.
      6.20%, 04/15/04................      4,500      4,282,434
</TABLE>


<PAGE>
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
    Texas Utilities Co.
      6.62%, 07/01/01................  $   3,411   $  3,408,091
    United Illuminating Co.
      6.25%, 12/15/02................      5,000      4,831,920
                                                   ------------
                                                     41,377,282
                                                   ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $222,365,398)................               219,801,727
                                                   ------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 24.0%
    Federal Home Loan Mortgage Corp.
      8.50%, 01/01/25................      5,574      5,688,728
      8.75%, 10/01/01................        438        443,349
                                                   ------------
                                                      6,132,077
                                                   ------------
    Federal National Mortgage Assoc.
      6.225%, 03/01/17 [VR]..........      1,983      1,905,984
      6.50%, 05/18/23................      4,032      3,955,545
      6.664%, 05/01/25 [VR]..........        734        734,835
      7.185%, 01/01/25 [VR]..........        118        119,504
      7.50%, 01/25/22................      4,000      3,943,750
                                                   ------------
                                                     10,659,618
                                                   ------------
    Government National Mortgage
      Assoc.
      6.375%, 03/20/24-02/20/28
      [VR]...........................     12,577     12,580,367
      6.50%, 06/20/28-07/24/30.......     10,600      9,339,718
      6.75%, 07/20/17-07/20/24
        [VR].........................        768        765,334
      7.00%, 01/15/24-08/15/25
        [VR].........................      1,669      1,624,080
      7.125%, 11/20/26 [VR]..........      8,542      8,520,952
      7.50%, 07/24/30................      2,100      2,085,563
      8.00%, 07/24/30................     20,000     20,125,000
      8.50%, 07/24/30................     20,200     20,686,062
                                                   ------------
                                                     75,727,076
                                                   ------------
    Student Loan Marketing Assoc.
      [FRN]
      5.26%, 04/25/04................      1,276      1,275,470
                                                   ------------
    (Cost $95,364,027)...............                93,794,241
                                                   ------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 23.8%
    Chase Credit Card Master Trust
      Series 1997-3 Cl-A
      6.777%, 05/15/07...............      5,739      5,700,107
    Chase Series 1999-S8 Cl-A1
      6.35%, 06/25/29................     13,000     12,740,325
    Countrywide Home Loans Series
      1999-3 C1-A2
      6.05%, 04/25/29................     11,700     10,948,158
    Delta Funding Home Equity Loan
      Trust Series 1998-1 Cl-A1A
      6.28%, 05/25/30................        883        867,390
    Duck Auto Grantor Trust 1999-A
      144A
      5.65%, 03/15/04................      2,013      1,978,869
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
    Federal Home Loan Mortgage Corp.
      Series 1371 Cl-PG
      5.80%, 08/15/19................  $   1,777   $  1,767,823
    Federal Home Loan Mortgage Corp.
      Series 1725 Cl-B
      7.00%, 10/15/20................      7,995      7,941,855
    Federal National Mortgage Assoc.
      Series 1996-39 Cl-H
      8.00%, 11/25/23................      1,757      1,776,805
    First Plus Home Loan Trust Series
      1998-5 Cl-A3 [VR]
      6.06%, 11/10/11................      3,025      3,018,806
    Government National Mortgage
      Assoc. Series 1997-1 Cl-A
      7.25%, 12/16/23................      3,290      3,269,148
    Green Tree Financial Corp. 1999-5
      Cl-A2
      6.77%, 04/01/31................     10,600     10,502,957
    Green Tree Financial Corp. 1999-5
      Cl-A3
      6.97%, 04/01/31................      6,000      5,936,490
    Green Tree Home Equity Loan Trust
      Series 1999-A Cl-A1
      5.59%, 02/15/13................        954        952,438
    Green Tree Home Equity Loan Trust
      Series 1999-C Cl-A4
      7.18%, 07/15/30................     10,700     10,361,452
    Green Tree Home Improvement Loan
      Trust Series 1998-D
      Cl-HIA2
      5.94%, 06/15/29................        481        481,013
    Merrill Lynch Mortgage Investors,
      Inc. Cl-B
      7.069%, 06/15/21...............        627        607,410
    PP&L Transition Bonds Series
      1999-1 Cl-A1
      6.08%, 03/25/03................      1,925      1,915,170
    Residential Accredit Loans, Inc.
      Series 1997-QS8 Cl-A9
      7.375%, 08/25/27...............      2,000      1,988,181
    Residential Funding Mortgage
      Securities II Series 1993-S20
      Cl-A8
      6.982%, 06/25/08...............      2,800      2,772,350
    Residential Funding Mortgage
      Securities II Series 1997-S6
      Cl-A5
      7.00%, 05/25/12................      2,687      2,576,188
    Residential Reinsurance [FRN]
      144A
      10.926%, 09/01/00..............      1,300      1,300,000
    The Money Store Residential Trust
      Series 1998-I Cl-A3
      6.215%, 02/15/11...............      1,755      1,749,271
</TABLE>


<PAGE>
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
    Travelers Mortgage Securities
      Corp. Series 1984-1 Cl-Z2
      12.00%, 03/01/14...............  $   1,554   $  1,652,057
                                                   ------------
    (Cost $93,991,498)...............                92,804,263
                                                   ------------
U.S. TREASURY OBLIGATIONS -- 4.1%
    U.S. Treasury Inflationary Bonds
      3.625%, 07/15/02-01/15/08
    (Cost $15,909,030)...............     15,000     15,933,887
                                                   ------------
SOVEREIGN ISSUES -- 3.5%
ARGENTINA -- 1.0%
    Republic of Argentina [BRB, FRB]
      11.595%, 04/10/05..............      4,000      3,730,000
                                                   ------------
CANADA -- 0.3%
    Hydro-Quebec
      9.00%, 03/07/01................      1,000      1,009,000
                                                   ------------
KOREA -- 2.2%
    Korea Development Bank
      7.125%, 09/17/01...............      8,902      8,827,143
                                                   ------------
TOTAL SOVEREIGN ISSUES
  (Cost $13,891,945).................                13,566,143
                                                   ------------
BANK LOAN OBLIGATIONS -- 2.2%
    Alpha Wind Reinsurance [FRN]
      11.321%, 05/23/01..............      1,500      1,500,000
    AMFM Operating, Inc.++
      7.438%, 12/27/01...............      1,000        996,900
    Kansas City Southern Co.++
      8.605%, 01/15/07...............      1,500      1,504,219
    MGM Grand Corp.++
      8.059%, 07/06/00...............      3,000      2,927,399
    Starwood Hotel Trust II [FRN]++
      8.573%, 02/23/03...............      1,500      1,500,938
                                                   ------------
    (Cost $8,498,957)................                 8,429,456
                                                   ------------
<CAPTION>
                                       PRINCIPAL
                                       IN LOCAL
                                       CURRENCY
                                         (000)
                                       ---------
<S>                                    <C>         <C>
FOREIGN BONDS -- 0.6%
NEW ZEALAND
    Inter-American Development Bank
      5.75%, 04/15/04
    (Cost $2,641,657)................      4,900      2,179,828
                                                   ------------
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
COMMERCIAL PAPER -- 1.2%
    Daimler-Chrysler
      6.63%, 09/21/00................  $     400   $    393,886
    Edison Midwest+
      6.78%, 07/19/00................        900        896,949
    General Electric Capital Corp.
      6.61%, 09/06/00................        100         98,751
    Norfolk Southern Corp.+
      6.83%, 08/28/00................        800        791,359
    Pearson, Inc.+
      6.87%, 08/24/00................        600        593,743
    Texas Utilities Co.+
      6.80%, 07/07/00................        900        898,980
    UBS Finance, Inc.
      6.92%, 07/05/00................        900        899,308
                                                   ------------
    (Cost $4,572,980)................                 4,572,976
                                                   ------------
<CAPTION>
                                        SHARES
                                        ------
<S>                                    <C>         <C>
SHORT-TERM INVESTMENTS -- 0.4%
    Temporary Investment Cash Fund...    748,250        748,250
    Temporary Investment Fund........    748,250        748,250
                                                   ------------
    (Cost $1,496,500)................                 1,496,500
                                                   ------------
TOTAL INVESTMENTS -- 116.1% (Cost
  $458,731,992)......................               452,579,021
                                                   ------------
<CAPTION>
                                        NUMBER
                                          OF
                                       CONTRACTS
                                       ---------
<S>                                    <C>         <C>
WRITTEN OPTIONS -- 0.0%
CALL OPTIONS
    March 2001 Euro Dollar Futures,
      Strike Price 93.25, Expires
      03/19/01.......................          9         (2,475)
    Swap between Fixed Rate and 3
      Month LIBOR-BBA, Strike Price
      7.00, Expires 09/15/00.........         84         (7,039)
    Swap between Fixed Rate and 3
      Month LIBOR-BBA, Strike Price
      7.00, Expires 09/22/00.........         78         (8,343)
    Swap between Fixed Rate and 3
      Month LIBOR-BBA, Strike Price
      7.00, Expires 09/28/00.........         70        (13,398)
                                                   ------------
TOTAL WRITTEN OPTIONS
  (Cost $(30,952))...................                   (31,255)
                                                   ------------
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (16.1%)..................               (62,826,907)
                                                   ------------
NET ASSETS -- 100.0%.................              $389,720,859
                                                   ============
</TABLE>


<PAGE>
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
- ------------------------------------------------------------------------------

Foreign currency exchange contracts outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                                     IN
     SETTLEMENT                     CONTRACTS     EXCHANGE    CONTRACTS     UNREALIZED
        MONTH          TYPE         TO DELIVER      FOR        AT VALUE    APPRECIATION
- ---------------------------------------------------------------------------------------
<S>                    <C>    <C>   <C>          <C>          <C>          <C>
07/00                  Sell   NZD   4,855,000    $2,325,885   $2,285,459     $40,426
                                                 ==========   ==========     =======
</TABLE>

Credit default swap agreements outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                             NOTIONAL
                                EXPIRATION    AMOUNT     UNREALIZED
         DESCRIPTION              MONTH       (000)     DEPRECIATION
- --------------------------------------------------------------------
<S>                             <C>          <C>        <C>
Pay fixed rate equal to 6.15%
  and the Portfolio will
  receive from the
  counterparty at par in the
  event of default of the
  Republic of Argentina 9.25%
  due 02/23/01................    03/01      $   900      $ 47,978
Pay fixed rate equal to 5.70%
  and the Portfolio will
  receive from the
  counterparty at par in the
  event of default of the
  Republic of Argentina 9.25%
  due 02/23/01................    03/01        2,100        97,182
                                                          --------
                                                          $145,160
                                                          ========
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

+ Security is restricted as to resale and may not be resold except to qualified
  institutional buyers. At the end of the period, these securities amounted to
  0.8% of net assets.

++ Illiquid security. At the end of the period, these securities amounted to
   1.8% of net assets.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 9.2% of net assets.

See Notes to Financial Statements.


<PAGE>

AST ALLIANCE GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
COMMON STOCK -- 99.2%
BROADCASTING -- 5.4%
    AMFM, Inc.*......................     83,800   $  5,782,200
    AT&T Corp. Liberty Media Group
      Cl-A*..........................    748,400     18,148,700
                                                   ------------
                                                     23,930,900
                                                   ------------
BUSINESS SERVICES -- 0.3%
    Foundry Networks, Inc.*..........     13,900      1,535,950
                                                   ------------
COMPUTER HARDWARE -- 4.8%
    Dell Computer Corp.*.............    196,200      9,675,113
    EMC Corp.*.......................    152,800     11,756,050
                                                   ------------
                                                     21,431,163
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 11.1%
    Cisco Systems, Inc.*.............    316,700     20,130,243
    Microsoft Corp.*.................    171,200     13,696,000
    Oracle Corp.*....................    135,400     11,382,063
    Sun Microsystems, Inc.*..........     30,700      2,791,781
    Veritas Software Corp.*..........     10,300      1,164,061
                                                   ------------
                                                     49,164,148
                                                   ------------
CONGLOMERATES -- 9.3%
    Corning, Inc. ...................     34,300      9,256,713
    Tyco International Ltd. .........    525,800     24,909,775
    United Technologies Corp. .......    117,600      6,923,700
                                                   ------------
                                                     41,090,188
                                                   ------------
CONSUMER PRODUCTS & SERVICES -- 1.1%
    Colgate-Palmolive Co. ...........     81,800      4,897,775
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 3.2%
    AT&T Wireless Group*.............    291,200      8,117,200
    Texas Instruments, Inc. .........     89,000      6,113,188
                                                   ------------
                                                     14,230,388
                                                   ------------
ENTERTAINMENT & LEISURE -- 5.7%
    Disney, (Walt) Co. ..............    101,800      3,951,113
    Time Warner, Inc. ...............    169,800     12,904,799
    Viacom, Inc. Cl-B*...............    121,311      8,271,894
                                                   ------------
                                                     25,127,806
                                                   ------------
FINANCIAL-BANK & TRUST -- 1.6%
    Chase Manhattan Corp. ...........     83,600      3,850,825
    MBNA Corp. ......................    114,700      3,111,238
                                                   ------------
                                                      6,962,063
                                                   ------------
FINANCIAL SERVICES -- 9.4%
    Associates First Capital Corp.
      Cl-A...........................    421,400      9,402,488
    Citigroup, Inc. .................    262,400     15,809,599
    Freddie Mac......................     96,500      3,908,250
    Goldman Sachs Group, Inc. .......     19,700      1,869,038
    Morgan Stanley Dean Witter &
      Co. ...........................    116,100      9,665,325
    Wells Fargo & Co. ...............     26,500      1,026,875
                                                   ------------
                                                     41,681,575
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
INSURANCE -- 0.6%
    American International Group,
      Inc. ..........................     22,900   $  2,690,750
                                                   ------------
INTERNET SERVICES -- 0.8%
    eBay, Inc.*......................     10,600        575,713
    VeriSign, Inc.*..................     17,773      3,136,846
                                                   ------------
                                                      3,712,559
                                                   ------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.2%
    Medtronic, Inc. .................     90,900      4,527,956
    PE Corp. - PE Biosystems Group...      9,200        606,050
                                                   ------------
                                                      5,134,006
                                                   ------------
PHARMACEUTICALS -- 10.9%
    Pfizer, Inc. ....................    577,375     27,714,000
    Pharmacia Corp. .................     47,900      2,475,831
    Schering-Plough Corp. ...........    356,900     18,023,450
                                                   ------------
                                                     48,213,281
                                                   ------------
PRINTING & PUBLISHING -- 0.5%
    Lexmark International Group, Inc.
      Cl-A*..........................     33,300      2,239,425
                                                   ------------
RETAIL & MERCHANDISING -- 6.5%
    Gap, Inc. .......................     86,800      2,712,500
    Home Depot, Inc. ................    239,200     11,945,049
    Kohl's Corp.*....................     81,500      4,533,438
    Lowe's Companies, Inc. ..........     85,500      3,510,844
    Target Corp. ....................     21,600      1,252,800
    Walgreen Co. ....................    150,400      4,841,000
                                                   ------------
                                                     28,795,631
                                                   ------------
SEMICONDUCTORS -- 13.4%
    Applied Materials, Inc.*.........    217,000     19,665,625
    E-Tek Dynamics, Inc.*............     11,800      3,112,988
    Intel Corp. .....................    193,800     25,908,637
    JDS Uniphase Corp.*..............     40,800      4,890,900
    Micron Technology, Inc.*.........     34,400      3,029,350
    PMC-Sierra, Inc.*................     17,600      3,127,300
                                                   ------------
                                                     59,734,800
                                                   ------------
TELECOMMUNICATIONS -- 13.4%
    Ericsson, (L.M.) Telephone Co.
      [ADR]..........................    117,200      2,344,000
    MediaOne Group, Inc.++...........    111,900      7,455,338
    Nokia Corp. Cl-A [ADR]...........    529,900     26,461,880
    Nortel Networks Corp. NY Reg.*...    174,800     11,930,100
    QUALCOMM, Inc.*..................     22,000      1,320,000
    Sprint Corp. (FON Group).........     62,800      3,202,800
    Sycamore Networks, Inc.*.........      8,400        927,150
    Vodafone AirTouch PLC [ADR]......    151,800      6,290,213
                                                   ------------
                                                     59,931,481
                                                   ------------
TOTAL COMMON STOCK
  (Cost $412,777,181)................               440,503,889
                                                   ------------
</TABLE>


<PAGE>
AST ALLIANCE GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
SHORT-TERM INVESTMENTS -- 0.7%
    Temporary Investment Cash Fund...  1,640,523   $  1,640,523
    Temporary Investment Fund........  1,640,522      1,640,522
                                                   ------------
    (Cost $3,281,045)................                 3,281,045
                                                   ------------
TOTAL INVESTMENTS -- 99.9%
  (Cost $416,058,226)................               443,784,934
OTHER ASSETS LESS
  LIABILITIES -- 0.1%................                   322,454
                                                   ------------
NET ASSETS -- 100.0%.................              $444,107,388
                                                   ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

++ Illiquid security. At the end of the period, this security amounted to 1.7%
   of net assets.

See Notes to Financial Statements.


<PAGE>

AST JANUS OVERSEAS GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                 <C>          <C>
FOREIGN STOCK -- 88.8%
ARGENTINA -- 0.1%
    Telefonica SA [ADR]*..........      25,451   $    1,630,455
                                                 --------------
AUSTRALIA -- 0.1%
    Melbourne It Ltd.*............     322,112        1,622,067
                                                 --------------
BRAZIL -- 2.5%
    Petroleo Brasileiro SA
      [ADR]*......................     421,550       12,735,657
    Tele Sudeste Celular
      Participacoes SA [ADR]*.....      25,027          763,324
    Telecomunicacoes Brasileiras
      SA Pfd. [ADR]...............     125,135       12,153,737
    Telecomunicacoes de Sao Paulo
      SA [ADR]....................     125,135        2,314,998
    Telesp Celular Participacoes
      SA [ADR]....................     233,320       10,470,235
                                                 --------------
                                                     38,437,951
                                                 --------------
CANADA -- 6.7%
    Bombardier, Inc. Cl-B.........     331,900        9,004,961
    Celestica, Inc.*..............      10,946          532,647
    Celestica, Inc. NY Reg.*......     215,355       10,686,992
    Corus Entertainment, Inc.*....     186,694        4,977,095
    Le Groupe Videotron Ltee......     609,975       14,161,817
    Nortel Networks Corp. ........      80,377        5,571,226
    Nortel Networks Corp. NY
      Reg.*.......................     352,230       24,039,697
    Rogers Communications, Inc.
      Cl-B*.......................     647,416       18,330,061
    Shaw Communications, Inc.
      Cl-B........................     638,161       15,720,691
                                                 --------------
                                                    103,025,187
                                                 --------------
EGYPT -- 0.4%
    MobiNil*......................     181,096        5,893,813
                                                 --------------
FINLAND -- 6.3%
    Nokia AB Oyj..................   1,083,067       55,492,648
    Nokia Corp. Cl-A [ADR]........     767,460       38,325,034
    Tieto Corp. Cl-B..............      73,145        2,450,554
                                                 --------------
                                                     96,268,236
                                                 --------------
FRANCE -- 5.5%
    Alcatel Corp. ................     261,560       17,225,050
    Canal Plus....................      20,506        3,459,601
    Cap Gemini SA.................      27,126        4,797,495
    Havas Advertising SA..........     543,064       12,467,775
    Schneider SA..................      71,682        5,016,091
    STMicroelectronics NV.........     238,953       15,117,809
    STMicroelectronics NV NY Reg..       5,985          384,162
    Total Fina SA Cl-B*...........     171,356       26,380,151
                                                 --------------
                                                     84,848,134
                                                 --------------
GERMANY -- 3.1%
    EM.TV & Merchandising AG......     112,168        6,666,426
    Intershop Communications AG...       4,801        2,204,447
    Marschollek, Lautenschlaeger
      und Partner AG Pfd. ........      29,790       14,835,032
    Pharmacia Corp. ..............     183,563        9,487,913
    Porsche AG Pfd. ..............       5,345       14,525,570
                                                 --------------
                                                     47,719,388
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                 <C>          <C>
HONG KONG -- 9.5%
    China Telecom Ltd. ...........   3,052,000   $   26,917,791
    China Telecom Ltd. [ADR]*.....     469,560       83,493,637
    China Unicom Ltd. [ADR]*......     175,070        3,720,238
    Citic Pacific Ltd. ...........   2,566,000       13,430,712
    Legend Holdings Ltd. .........  18,850,000       18,257,467
                                                 --------------
                                                    145,819,845
                                                 --------------
INDIA -- 0.9%
    Reliance Industries [GDR]
      144A........................     693,998       14,573,958
                                                 --------------
ISRAEL -- 2.1%
    Check Point Software
      Technologies Ltd.*..........     153,370       32,476,098
                                                 --------------
ITALY -- 0.1%
    Finmeccanica SPA*.............   1,335,000        1,842,791
                                                 --------------
JAPAN -- 13.5%
    Fujitsu Ltd.*.................     164,000        5,688,766
    Furukawa Electric Co. ........     887,000       18,569,726
    Ito-Yokado Co. Ltd. ..........      61,000        3,678,397
    Murata Manufacturing Co.
      Ltd. .......................      67,000        9,638,237
    NEC Corp. ....................     600,000       18,884,419
    Nippon Telegraph & Telephone
      Corp. ......................         363        4,837,644
    NTT Mobile Communication
      Network, Inc. ..............       2,680       72,698,394
    Rohm Co. Ltd. ................       8,100        2,373,312
    Shionogi & Co. Ltd. ..........     413,000        7,865,625
    SoftBank Corp. ...............      98,800       13,447,067
    Sony Corp. ...................     279,600       26,162,575
    Sony Corp. [ADR]*.............      34,490        3,252,838
    Takeda Chemical Industries
      Ltd. .......................     232,000       15,261,786
    Yamanouchi Pharmaceutical Co.
      Ltd. .......................      68,000        3,721,308
                                                 --------------
                                                    206,080,094
                                                 --------------
KOREA -- 5.1%
    Dacom Corp. ..................      29,520        4,275,812
    Samsung Electronics Co. ......     105,300       34,848,529
    Samsung Electronics Co. [GDR]
      144A*.......................     108,020        9,870,328
    SK Telecom Co. Ltd. [ADR].....     797,681       28,965,791
                                                 --------------
                                                     77,960,460
                                                 --------------
MEXICO -- 4.6%
    Grupo Televisa SA [GDR].......     341,460       23,539,399
    Telefonos de Mexico SA Cl-L
      [ADR].......................     830,790       47,458,879
                                                 --------------
                                                     70,998,278
                                                 --------------
NETHERLANDS -- 3.8%
    ASM Lithography Holding NV*...     113,126        4,882,029
    ASM Lithography Holding NV NY
      Reg. .......................      50,835        2,243,094
    Getronics NV..................     221,940        3,435,900
    IFCO Systems NV*..............       7,691          203,481
    IFCO Systems NV NY Reg.*......       9,395          239,573
    Koninklijke (Royal) Philips
      Electronics NV..............     636,671       30,149,106
</TABLE>


<PAGE>
AST JANUS OVERSEAS GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                 <C>          <C>
    Koninklijke Numico NV.........      45,219   $    2,154,318
    Unilever NV...................      68,628        3,161,019
    Versatel Telecom International
      NV*.........................     297,744       12,558,221
                                                 --------------
                                                     59,026,741
                                                 --------------
SINGAPORE -- 1.6%
    Chartered Semiconductor
      Manufacturing Ltd. [ADR]*...      66,930        6,023,700
    Datadraft Asia Ltd. ..........     923,520        8,126,977
    Flextronics International
      Ltd. .......................      44,370        3,047,664
    Singapore Press Holdings
      Ltd. .......................     323,000        5,044,014
    ST Assembly Test Services
      Ltd.*.......................      99,595        2,564,571
                                                 --------------
                                                     24,806,926
                                                 --------------
SOUTH AFRICA -- 0.8%
    Dimension Data Holdings
      Ltd. .......................   1,536,200       12,711,467
                                                 --------------
SPAIN -- 4.2%
    Banco Bilbao Vizcaya SA.......   1,817,369       27,264,019
    Telefonica SA*................   1,760,589       37,972,827
                                                 --------------
                                                     65,236,846
                                                 --------------
SWEDEN -- 3.5%
    Adcore AB.....................     151,164        1,171,985
    Assa Abloy AB Cl-B............     661,689       13,353,402
    Ericsson, (L.M.) Telephone Co.
      [ADR].......................     599,704       11,994,080
    Ericsson, (L.M.) Telephone Co.
      Cl-B........................     749,488       14,911,622
    Securitas AB Cl-B.............     589,296       12,564,345
                                                 --------------
                                                     53,995,434
                                                 --------------
SWITZERLAND -- 0.5%
    Serono SA Cl-B................       9,556        7,992,374
                                                 --------------
TAIWAN -- 2.6%
    Taiwan Semiconductor
      Manufacturing Co. Ltd.*.....     793,290       30,789,568
    Taiwan Semiconductor
      Manufacturing Co. Ltd.
      [ADR]*......................     236,054        9,147,083
                                                 --------------
                                                     39,936,651
                                                 --------------
UNITED KINGDOM -- 11.3%
    AstraZeneca Group PLC.........     286,619       13,386,112
    AstraZeneca Group PLC
      [ADR]*......................       3,495          162,518
    Autonomy Corp. PLC*...........      12,717        1,564,191
    Baltimore Technologies PLC*...     517,530        3,956,591
    Cambridge Antibody Technology
      Group PLC*..................     309,631       14,015,543
    Capita Group PLC..............     279,706        6,847,091
    Colt Telecom Group PLC........     533,397       17,765,096
    Compass Group PLC.............     455,486        6,002,582
    Egg PLC 144A*.................     710,601        1,844,948
    Energis PLC...................     134,214        5,034,930
    GEO Interactive Media Group
      PLC++*......................     119,036        2,270,613
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                 <C>          <C>
    Logica PLC....................     196,112   $    4,643,391
    Oxford GlycoSciences PLC*.....     238,514        6,770,324
    Prudential Corp. PLC..........     793,411       11,627,005
    SEMA Group PLC................     199,352        2,836,892
    Telewest Communications PLC...     679,361        2,344,929
    The Sage Group PLC............     684,277        5,542,172
    Vodafone AirTouch PLC.........  15,292,251       61,812,596
    Williams PLC*.................     858,972        4,973,988
                                                 --------------
                                                    173,401,512
                                                 --------------
TOTAL FOREIGN STOCK
  (Cost $941,754,783).............                1,366,304,706
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)
                                        -------
<S>                                     <C>      <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 5.1%
    Federal Home Loan Bank 5.87%,
      08/25/00........................  $30,000    29,723,625
      5.90%, 07/24/00.................   25,000    24,905,285
      5.92%, 09/27/00.................   25,000    24,634,111
                                                 ------------
    (Cost $79,246,354)................             79,263,021
                                                 ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES
                                        ------
<S>                                    <C>         <C>
U.S. STOCK -- 4.6%
BUSINESS SERVICES -- 0.1%
    Autonomy Corp.*..................     11,625      1,429,875
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 0.5%
    Comverse Technology, Inc. .......     81,270      7,558,110
                                                   ------------
SEMICONDUCTORS -- 1.4%
    JDS Uniphase Corp. ..............    176,630     21,173,521
                                                   ------------
TELECOMMUNICATIONS -- 2.6%
    Amdocs Ltd. .....................    437,380     33,568,915
    NTL, Inc.*.......................    123,785      7,411,627
                                                   ------------
                                                     40,980,542
                                                   ------------
TOTAL U.S. STOCK
  (Cost $29,294,621).................                71,142,048
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                       PRINCIPAL
                                       IN LOCAL
                                       CURRENCY
                                         (000)
                                       ---------
<S>                                    <C>         <C>
FOREIGN BONDS -- 0.0%
NETHERLANDS
    United Pan-Europe Communications
      11.25%, 02/01/10
    (Cost $650,243)..................       655         586,225
                                                   ------------
</TABLE>


<PAGE>
AST JANUS OVERSEAS GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         PAR
                                        (000)
                                       -------
<S>                                    <C>      <C>
COMMERCIAL PAPER -- 1.8%
  CIT Group Holdings, Inc.
    6.84%, 07/03/00
  (Cost $28,189,284).................  $28,200  $   28,189,284
                                                --------------
TOTAL INVESTMENTS -- 100.3%
  (Cost $1,079,135,285)..............            1,545,485,284
LIABILITIES IN EXCESS OF OTHER
  ASSETS --(0.3%)....................               (5,333,437)
                                                --------------
NET ASSETS -- 100.0%.................           $1,540,151,847
                                                ==============
</TABLE>

Foreign currency exchange contracts outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                               IN                         UNREALIZED
SETTLEMENT                  CONTRACTS       EXCHANGE      CONTRACTS     APPRECIATION/
MONTH        TYPE          TO RECEIVE         FOR          AT VALUE     (DEPRECIATION)
- --------------------------------------------------------------------------------------
<S>          <C>    <C>   <C>             <C>            <C>            <C>
10/00        Buy    CHF       9,300,000   $  5,539,735   $  5,773,170     $  233,435
07/00        Buy    EUR       4,002,830      3,791,529      3,837,069         45,540
09/00        Buy    EUR      93,900,000     88,055,149     90,441,544      2,386,395
10/00        Buy    EUR      31,800,000     29,740,508     30,675,142        934,634
01/01        Buy    EUR       9,200,000      8,747,666      8,934,033        186,367
07/00        Buy    GBP       1,551,569      2,332,443      2,348,905         16,462
09/00        Buy    GBP      12,000,000     18,073,420     18,193,167        119,747
07/00        Buy    JPY     144,589,512      1,373,300      1,366,611         (6,689)
09/00        Buy    JPY   6,720,000,000     65,263,723     64,307,567       (956,156)
10/00        Buy    JPY   1,725,000,000     16,553,592     16,574,887         21,295
07/00        Buy    HKD         575,895         73,879         73,880              1
03/01        Buy    HKD     181,000,000     23,214,369     23,232,382         18,013
05/01        Buy    HKD     152,000,000     19,399,105     19,508,827        109,722
07/00        Buy    KOR   7,015,137,360      6,304,608      6,291,669        (12,939)
                                          ------------   ------------     ----------
                                          $288,463,026   $291,558,853     $3,095,827
                                          ============   ============     ==========
</TABLE>

<TABLE>
<CAPTION>
                                               IN                         UNREALIZED
SETTLEMENT                 CONTRACTS        EXCHANGE      CONTRACTS     APPRECIATION/
MONTH       TYPE           TO DELIVER         FOR          AT VALUE     (DEPRECIATION)
- --------------------------------------------------------------------------------------
<S>         <C>    <C>   <C>              <C>            <C>            <C>
09/00
            Sell   CAD       17,600,000   $ 12,126,891   $ 11,906,050    $   220,841
10/00
            Sell   CAD       11,600,000      7,845,790      7,859,398        (13,608)
07/00
            Sell   CHF       12,450,000      7,642,726      7,728,599        (85,873)
09/00
            Sell   CHF      147,700,000    141,198,824    142,310,921     (1,112,097)
10/00
            Sell   CHF       46,550,000     44,734,550     44,903,393       (168,843)
11/00
            Sell   CHF       27,500,000     25,161,950     26,594,716     (1,432,766)
01/01
            Sell   CHF       21,800,000     20,907,175     21,165,382       (258,207)
07/00
            Sell   EUR        2,494,722      2,354,680      2,391,413        (36,733)
07/00
            Sell   GBP           96,675        145,411        146,355           (944)
09/00
            Sell   GBP       42,300,000     67,148,668     64,139,103      3,009,565
10/00
            Sell   GBP          700,000      1,107,820      1,061,716         46,104
</TABLE>

<TABLE>
<CAPTION>
                                               IN                         UNREALIZED
SETTLEMENT                 CONTRACTS        EXCHANGE      CONTRACTS     APPRECIATION/
MONTH       TYPE           TO DELIVER         FOR          AT VALUE     (DEPRECIATION)
- --------------------------------------------------------------------------------------
<S>         <C>    <C>   <C>              <C>            <C>            <C>
01/01
            Sell   GBP       11,200,000   $ 17,141,600   $ 17,023,088    $   118,512
03/01
            Sell   HKD      454,900,000     58,387,681     58,389,008         (1,327)
05/01
            Sell   HKD      787,000,000    100,159,009    101,009,428       (850,419)
06/01
            Sell   HKD       96,400,000     12,373,901     12,371,932          1,969
07/00
            Sell   JPY      259,409,216      2,464,056      2,451,848         12,208
09/00
            Sell   JPY   15,265,000,000    146,226,950    145,979,287        247,663
10/00
            Sell   JPY    2,050,000,000     20,256,917     19,697,691        559,226
11/00
            Sell   JPY    1,490,000,000     14,064,565     14,433,478       (368,913)
01/01
            Sell   JPY      560,000,000      5,455,431      5,490,183        (34,752)
01/01
            Sell   KOR      600,000,000        534,759        538,104         (3,345)
02/01
            Sell   KOR    4,180,000,000      3,734,737      3,748,796        (14,059)
07/01
            Sell   SGD        4,600,000      2,844,253      2,938,489        (94,236)
                                          ------------   ------------    -----------
                                          $714,018,344   $714,278,378    $  (260,034)
                                          ============   ============    ===========
</TABLE>

The following is a breakdown of the foreign stock portion of the Portfolio, by
industry classification, as of June 30, 2000. Percentages are based on net
assets.

<TABLE>
<CAPTION>
                      INDUSTRY
                      --------
<S>                                                   <C>
Advertising.........................................   0.8%
Aerospace...........................................   0.1%
Automobile Manufacturers............................   0.9%
Broadcasting........................................   6.1%
Business Services...................................   1.9%
Chemicals...........................................   0.9%
Computer Hardware...................................   4.2%
Computer Services & Software........................   4.0%
Consumer Products & Services........................   0.8%
Electronic Components & Equipment...................  11.1%
Financial-Bank & Trust..............................   1.8%
Financial Services..................................   1.1%
Food................................................   0.7%
Insurance...........................................   0.8%
Internet Services...................................  15.4%
Machinery & Equipment...............................   0.3%
Metals & Mining.....................................   0.9%
Oil & Gas...........................................   2.5%
Pharmaceuticals.....................................   5.1%
Retail & Merchandising..............................   0.2%
Semiconductors......................................   4.3%
Telecommunications..................................  24.9%
                                                      -----
Total...............................................  88.8%
                                                      =====
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

++ Illiquid security. At the end of the period, this security amounted to 0.1%
of net assets.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 1.7% of net assets.

See Notes to Financial Statements.


<PAGE>

AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
COMMON STOCK -- 98.6%
ADVERTISING -- 0.4%
    Omnicom Group, Inc. ..............    5,300   $    472,031
    TMP Worldwide, Inc.*..............    7,300        538,831
    True North Communications,
      Inc. ...........................   21,900        932,119
                                                  ------------
                                                     1,942,981
                                                  ------------
AEROSPACE -- 1.4%
    Boeing Co. .......................   65,800      2,751,263
    Northrop Grumman Corp. ...........   57,900      3,835,875
                                                  ------------
                                                     6,587,138
                                                  ------------
AIRLINES -- 0.1%
    AMR Corp.*........................    4,600        121,613
    Delta Air Lines, Inc. ............    4,700        237,643
                                                  ------------
                                                       359,256
                                                  ------------
AUTOMOBILE MANUFACTURERS -- 1.1%
    Ford Motor Co. ...................   83,100      3,573,300
    General Motors Corp. .............   31,300      1,817,356
                                                  ------------
                                                     5,390,656
                                                  ------------
AUTOMOTIVE PARTS -- 0.4%
    Eaton Corp. ......................   23,200      1,554,400
    Visteon Corp.*....................   10,881        131,926
                                                  ------------
                                                     1,686,326
                                                  ------------
BEVERAGES -- 0.9%
    Anheuser-Busch Companies, Inc. ...   23,400      1,747,688
    Coca-Cola Co. ....................    3,900        224,006
    PepsiCo, Inc. ....................   54,200      2,408,512
                                                  ------------
                                                     4,380,206
                                                  ------------
BROADCASTING -- 0.0%
    Hispanic Broadcasting Corp.*......    7,200        238,500
                                                  ------------
BUILDING MATERIALS -- 0.3%
    Sherwin Williams Co. .............   44,300        938,606
    USG Corp. ........................   11,200        340,200
                                                  ------------
                                                     1,278,806
                                                  ------------
BUSINESS SERVICES -- 0.1%
    Diamond Technology Partners
      Cl-A*...........................    2,600        228,800
    Galileo International, Inc. ......    8,400        175,350
    Manpower, Inc. ...................    8,500        272,000
                                                  ------------
                                                       676,150
                                                  ------------
CAPITAL GOODS -- 0.4%
    Briggs & Stratton Corp. ..........   14,600        500,050
    Cummins Engine Co., Inc. .........   47,800      1,302,550
                                                  ------------
                                                     1,802,600
                                                  ------------
CHEMICALS -- 0.9%
    Dow Chemical Co. .................  112,200      3,387,037
    DuPont, (E.I.) de Nemours &
      Co. ............................    6,800        297,500
    Engelhard Corp. ..................   25,400        433,388
                                                  ------------
                                                     4,117,925
                                                  ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
CLOTHING & APPAREL -- 0.5%
    Limited, Inc. ....................   84,900   $  1,835,962
    Liz Claiborne, Inc. ..............   15,300        539,325
    Reebok International Ltd.*........    6,200         98,813
                                                  ------------
                                                     2,474,100
                                                  ------------
COMPUTER HARDWARE -- 4.8%
    Adaptec, Inc.*....................   16,200        368,550
    Apple Computer, Inc.*.............   55,000      2,880,625
    Compaq Computer Corp. ............    2,800         71,575
    Dell Computer Corp.*..............   83,400      4,112,663
    EMC Corp.*........................   47,600      3,662,225
    Gateway, Inc.*....................    3,600        204,300
    Hewlett-Packard Co. ..............   42,600      5,319,675
    Insight Enterprises, Inc.*........    1,400         83,038
    International Business Machines
      Corp. ..........................   54,000      5,916,374
    Sandisk Corp.*....................    4,500        275,344
    Seagate Technology, Inc.*.........    5,000        275,000
                                                  ------------
                                                    23,169,369
                                                  ------------
COMPUTER SERVICES & SOFTWARE -- 11.2%
    Adobe Systems, Inc. ..............    5,800        754,000
    Advanced Digital Information
      Corp.*..........................    9,400        149,813
    Automatic Data Processing,
      Inc. ...........................    5,400        289,238
    BEA Systems, Inc.*................    2,100        103,819
    Cisco Systems, Inc.*..............  255,200     16,221,149
    Computer Associates International,
      Inc. ...........................   29,300      1,499,794
    Electronic Data Systems Corp. ....   41,200      1,699,500
    InfoSpace.com, Inc.*..............    2,100        116,025
    MarchFirst, Inc.*.................   43,300        790,225
    Microsoft Corp.*..................  173,800     13,903,999
    Network Appliance, Inc.*..........   10,600        853,300
    Oracle Corp.*.....................  109,100      9,171,218
    Siebel Systems, Inc.*.............    3,900        637,894
    Sun Microsystems, Inc.*...........   66,800      6,074,625
    Sybase, Inc.*.....................   15,100        347,300
    Veritas Software Corp.*...........   10,400      1,175,363
                                                  ------------
                                                    53,787,262
                                                  ------------
CONGLOMERATES -- 2.5%
    Corning, Inc. ....................    9,200      2,482,850
    ITT Industries, Inc. .............   14,300        434,363
    Johnson Controls, Inc. ...........    5,400        277,088
    Minnesota Mining & Manufacturing
      Co. ............................   35,600      2,936,999
    National Service Industries,
      Inc. ...........................   32,700        637,650
    Philip Morris Companies, Inc. ....   81,100      2,154,219
    Tyco International Ltd. ..........   37,800      1,790,775
    Viad Corp. .......................   37,700      1,027,325
                                                  ------------
                                                    11,741,269
                                                  ------------
CONSTRUCTION -- 0.1%
    Centex Corp. .....................    2,500         58,750
    Dycom Industries, Inc.*...........    6,000        276,000
                                                  ------------
                                                       334,750
                                                  ------------
</TABLE>


<PAGE>
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
CONSUMER PRODUCTS & SERVICES -- 2.3%
    Alberto-Culver Co. Cl-B...........    4,400   $    134,475
    Avon Products, Inc. ..............    8,800        391,600
    Bausch & Lomb, Inc. ..............   21,300      1,648,088
    Church and Dwight Co., Inc. ......   12,400        223,200
    Colgate-Palmolive Co. ............   26,400      1,580,700
    Eastman Kodak Co. ................   20,100      1,195,950
    Fortune Brands, Inc. .............    8,100        186,806
    International Flavors &
      Fragrances, Inc. ...............   11,200        338,100
    Procter & Gamble Co. .............   43,500      2,490,375
    Tupperware Corp. .................   57,600      1,267,200
    UST, Inc. ........................   36,400        534,625
    Whirlpool Corp. ..................   26,400      1,230,900
                                                  ------------
                                                    11,222,019
                                                  ------------
CONTAINERS & PACKAGING -- 0.1%
    Ball Corp. .......................   15,800        508,563
                                                  ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 7.1%
    Agilent Technologies, Inc.*.......   11,842        873,348
    Analog Devices, Inc.*.............   12,400        942,400
    AVX Corp. ........................   32,000        734,000
    Cabletron Systems, Inc.*..........    6,300        159,075
    Credence Systems Corp.*...........   19,700      1,087,194
    Cypress Semiconductor Corp.*......    9,600        405,600
    Diebold, Inc. ....................   15,300        426,488
    Electronics for Imaging, Inc.*....    7,900        199,969
    General Electric Co. .............  380,100     19,385,099
    KEMET Corp.*......................   45,300      1,135,331
    KLA-Tencor Corp.*.................   22,500      1,317,656
    PerkinElmer, Inc. ................    7,000        462,875
    Proxicom, Inc.*...................    2,000         95,750
    Rockwell International Corp. .....   12,700        400,050
    Sensormatic Electronics Corp.*....   22,000        347,875
    Technitrol, Inc. .................    1,000         96,875
    Teradyne, Inc.*...................   16,000      1,176,000
    Texas Instruments, Inc. ..........   43,100      2,960,430
    TXU Corp. ........................   24,000        708,000
    Vishay Intertechnology, Inc.*.....   23,800        902,913
                                                  ------------
                                                    33,816,928
                                                  ------------
ENTERTAINMENT & LEISURE -- 1.9%
    Anchor Gaming*....................    2,800        134,225
    Brunswick Corp. ..................   36,700        607,844
    Disney, (Walt) Co. ...............  139,300      5,406,581
    Pixar, Inc.*......................   10,000        352,500
    Time Warner, Inc. ................   16,100      1,223,600
    Viacom, Inc. Cl-B*................   20,000      1,363,750
                                                  ------------
                                                     9,088,500
                                                  ------------
EQUIPMENT SERVICES -- 0.2%
    Hertz Corp. Cl-A..................   30,100        844,681
                                                  ------------
FINANCIAL-BANK & TRUST -- 2.7%
    Bank of America Corp. ............  135,900      5,843,699
    Chase Manhattan Corp. ............   83,850      3,862,341
    City National Corp. ..............    2,600         92,300
    First Union Corp. ................   14,400        357,300
    GreenPoint Financial Corp. .......   39,900        748,125
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
    MBNA Corp. .......................    8,700   $    235,988
    Silicon Valley Bancshares*........   18,200        775,775
    UnionBanCal Corp. ................   43,200        801,900
                                                  ------------
                                                    12,717,428
                                                  ------------
FINANCIAL SERVICES -- 7.3%
    AMBAC Financial Group, Inc. ......   18,400      1,008,550
    Americredit Corp.*................    7,300        124,100
    AXA Financial, Inc. ..............    4,300        146,200
    Block, (H&R), Inc. ...............   10,600        343,175
    Citigroup, Inc. ..................  196,800     11,857,199
    Deluxe Corp. .....................   44,500      1,048,531
    Dun & Bradstreet Corp. ...........    2,800         80,150
    Fannie Mae........................   75,000      3,914,063
    Fleet Financial Group, Inc. ......  160,200      5,446,800
    Lehman Brothers Holdings, Inc. ...   21,000      1,985,813
    Merrill Lynch & Co., Inc. ........   10,000      1,150,000
    Metris Companies, Inc. ...........   35,550        893,194
    Morgan Stanley Dean Witter &
      Co. ............................   66,900      5,569,424
    PNC Financial Services Group,
      Inc. ...........................   15,900        745,313
    Providian Financial Corp. ........    7,900        711,000
                                                  ------------
                                                    35,023,512
                                                  ------------
FOOD -- 2.7%
    Archer Daniels Midland Co. .......    7,900         77,519
    Bestfoods, Inc. ..................    1,700        117,725
    ConAgra, Inc. ....................  140,800      2,683,999
    Great Atlantic & Pacific Tea Co.,
      Inc. ...........................   13,300        221,113
    Heinz, (H.J.) Co. ................    2,800        122,500
    Hormel Foods Corp. ...............   15,800        265,638
    IBP, Inc. ........................   36,300        560,381
    Keebler Foods Co. ................   10,300        382,388
    Kellogg Co. ......................   28,600        850,850
    Quaker Oats Co. ..................   50,300      3,778,787
    Ralston Purina Group..............   22,000        438,625
    Safeway, Inc.*....................   16,100        726,513
    Supervalu, Inc. ..................  113,900      2,171,218
    Sysco Corp. ......................    4,300        181,138
    Unilever NV NY Reg................    6,600        283,800
                                                  ------------
                                                    12,862,194
                                                  ------------
HEALTHCARE SERVICES -- 0.6%
    Oxford Health Plans, Inc.*........   32,400        771,525
    PacifiCare Health Systems,
      Inc.*...........................    2,800        168,525
    United HealthGroup, Inc. .........   22,700      1,946,525
                                                  ------------
                                                     2,886,575
                                                  ------------
INSURANCE -- 2.9%
    American General Corp. ...........    2,000        122,000
    American International Group,
      Inc. ...........................   12,925      1,518,688
    Arthur J. Gallagher & Co. ........   12,700        533,400
    CIGNA Corp. ......................   40,300      3,768,049
    Lincoln National Corp. ...........   80,300      2,900,837
    Marsh & McLennan Companies,
      Inc. ...........................    6,500        678,844
    MetLife, Inc.*....................   25,800        543,413
    MGIC Investment Corp. ............   21,800        991,900
    PMI Group, Inc. ..................   29,600      1,406,000
    Radian Group, Inc. ...............   27,400      1,417,950
</TABLE>


<PAGE>
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
    The Hartford Financial Services
      Group, Inc. ....................    1,900   $    106,281
    Torchmark Corp. ..................    3,000         74,063
                                                  ------------
                                                    14,061,425
                                                  ------------
INTERNET SERVICES -- 1.5%
    America Online, Inc.*.............   87,400      4,610,350
    Yahoo!, Inc.*.....................   19,500      2,415,563
                                                  ------------
                                                     7,025,913
                                                  ------------
MACHINERY & EQUIPMENT -- 1.5%
    Advanced Energy Industries*.......    3,534        208,314
    Asyst Technologies, Inc.*.........   13,300        455,525
    Caterpillar, Inc. ................    5,000        169,375
    Cooper Industries, Inc. ..........   10,400        338,650
    Dover Corp. ......................   68,400      2,774,474
    Illinois Tool Works, Inc. ........   15,500        883,500
    Kulicke & Soffa Industries,
      Inc.*...........................   20,900      1,240,938
    Pall Corp. .......................   36,700        692,713
    Stanley Works, Inc. ..............   16,900        401,375
                                                  ------------
                                                     7,164,864
                                                  ------------
MEDICAL SUPPLIES & EQUIPMENT -- 2.7%
    Bard, (C.R.), Inc. ...............   17,700        851,813
    Baxter International, Inc. .......   16,900      1,188,281
    Beckman Coulter, Inc. ............    2,300        134,263
    Cytyc Corp.*......................    6,200        330,925
    Johnson & Johnson Co. ............   81,800      8,333,375
    Mallinckrodt, Inc. ...............   42,700      1,854,781
                                                  ------------
                                                    12,693,438
                                                  ------------
METALS & MINING -- 0.4%
    Alcan Aluminum Ltd. ..............   12,400        384,400
    Alcoa, Inc. ......................    2,200         63,800
    Barrick Gold Corp. ...............   17,600        320,100
    Nucor Corp. ......................   16,200        537,637
    Placer Dome, Inc. ................   19,900        190,294
    USX-U.S. Steel Group, Inc. .......    3,900         72,394
    Worthington Industries, Inc. .....   24,200        254,100
                                                  ------------
                                                     1,822,725
                                                  ------------
OFFICE EQUIPMENT -- 0.2%
    Pitney Bowes, Inc. ...............   19,900        796,000
    Xerox Corp. ......................    5,900        118,000
                                                  ------------
                                                       914,000
                                                  ------------
OIL & GAS -- 7.0%
    Amerada Hess Corp. ...............    7,100        438,425
    BJ Services Co.*..................   14,000        875,000
    Chevron Corp. ....................   61,800      5,241,413
    Ensco International, Inc. ........    8,100        290,081
    Exxon Mobil Corp. ................   99,100      7,785,543
    Kerr-McGee Corp. .................   84,000      4,950,750
    Keyspan Corp. ....................   12,500        384,375
    Noble Drilling Corp.*.............    9,000        370,688
    Occidental Petroleum Corp. .......  243,800      5,135,038
    Phillips Petroleum Co. ...........   14,400        729,900
    Royal Dutch Petroleum Co. ........   56,900      3,502,906
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
    Texaco, Inc. .....................    6,300   $    335,475
    Tidewater, Inc. ..................   25,800        928,800
    Ultramar Diamond Shamrock
      Corp. ..........................  103,900      2,578,019
                                                  ------------
                                                    33,546,413
                                                  ------------
PAPER & FOREST PRODUCTS -- 0.7%
    International Paper Co. ..........   29,068        866,590
    Temple-Inland, Inc. ..............   19,500        819,000
    Westvaco Corp. ...................   30,500        756,781
    Weyerhaeuser Co. .................   22,100        950,300
                                                  ------------
                                                     3,392,671
                                                  ------------
PHARMACEUTICALS -- 8.0%
    Allergan, Inc. ...................    7,400        551,300
    Andrx Corp.*......................    1,900        121,452
    Bristol-Meyers Squibb Co. ........   81,000      4,718,250
    Cardinal Health, Inc. ............    5,300        392,200
    Elan Corp. PLC [ADR]*.............    5,300        256,719
    Jones Pharma, Inc. ...............   15,600        623,025
    Lilly, (Eli) & Co. ...............   29,400      2,936,325
    Merck & Co., Inc. ................  107,200      8,214,199
    Pfizer, Inc. .....................  323,150     15,511,199
    Schering-Plough Corp. ............   96,700      4,883,350
                                                  ------------
                                                    38,208,019
                                                  ------------
PRINTING & PUBLISHING -- 0.6%
    Gannett Co., Inc. ................   17,800      1,064,663
    Knight-Ridder, Inc. ..............    8,400        446,775
    Tribune Co. ......................   40,300      1,410,500
                                                  ------------
                                                     2,921,938
                                                  ------------
RAILROADS -- 0.1%
    Burlington Northern Santa Fe
      Corp. ..........................   15,300        350,943
    Union Pacific Corp. ..............    7,400        275,188
                                                  ------------
                                                       626,131
                                                  ------------
REAL ESTATE -- 0.2%
    CarrAmerica Realty Corp. [REIT]...   27,600        731,400
    Spieker Properties, Inc. [REIT]...    4,000        189,000
                                                  ------------
                                                       920,400
                                                  ------------
RESTAURANTS -- 0.3%
    Brinker International, Inc.*......    8,900        260,325
    Darden Restaurants, Inc. .........   46,900        762,125
    Tricon Global Restaurants,
      Inc.*...........................   21,600        610,200
                                                  ------------
                                                     1,632,650
                                                  ------------
RETAIL & MERCHANDISING -- 4.7%
    Best Buy Co., Inc.*...............    9,600        607,200
    Circuit City Stores, Inc. ........   22,200        736,763
    Federated Department Stores,
      Inc.*...........................   74,200      2,504,250
    Home Depot, Inc. .................   72,200      3,605,488
    Lowe's Companies, Inc. ...........   14,700        603,619
    Michael's Stores, Inc.*...........   10,100        462,706
    RadioShack Corp. .................    6,400        303,200
    Sears, Roebuck & Co. .............  161,400      5,265,675
    Talbots, Inc. ....................    9,200        498,525
    Tiffany & Co. ....................   11,700        789,750
</TABLE>


<PAGE>
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
    Wal-Mart Stores, Inc. ............  108,500   $  6,252,312
    Zale Corp.*.......................   27,300        996,450
                                                  ------------
                                                    22,625,938
                                                  ------------
SEMICONDUCTORS -- 4.8%
    Advanced Micro Devices, Inc.*.....    9,100        702,975
    Applied Materials, Inc.*..........   36,400      3,298,750
    Conexant Systems, Inc.*...........   12,200        593,225
    Integrated Device Technology,
      Inc.*...........................   27,200      1,628,600
    Intel Corp. ......................  109,800     14,678,888
    International Rectifier Corp.*....    4,700        263,200
    Lam Research Corp.*...............   23,500        881,250
    LTX Corp.*........................   10,700        373,831
    National Semiconductor Corp.*.....    9,200        522,100
    Varian Semiconductor Equipment
      Associates, Inc.*...............    1,100         69,094
                                                  ------------
                                                    23,011,913
                                                  ------------
TELECOMMUNICATIONS -- 10.3%
    Alltel Corp. .....................    9,900        613,181
    AT&T Corp. .......................   82,800      2,618,550
    Bell Atlantic Corp.*..............   84,400      4,288,575
    BellSouth Corp. ..................  131,500      5,605,188
    Comcast Corp. Cl-A*...............   57,000      2,308,500
    GTE Corp. ........................   44,200      2,751,450
    Lucent Technologies, Inc. ........    9,400        556,950
    MasTec, Inc.*.....................    2,500         95,469
    MediaOne Group, Inc.*.............   17,700      1,181,475
    Motorola, Inc. ...................   60,900      1,769,906
    Nextel Communications, Inc.
      Cl-A*...........................   34,300      2,098,731
    Nokia Corp. Cl-A [ADR]............    4,500        224,719
    Nortel Networks Corp. NY Reg.*....   92,900      6,340,424
    QUALCOMM, Inc.*...................   28,200      1,692,000
    SBC Communications, Inc. .........  131,500      5,687,375
    Scientific-Atlanta, Inc. .........   17,600      1,311,200
    Sprint Corp. (FON Group)..........   56,500      2,881,500
    Sprint Corp. (PCS Group)*.........   20,100      1,195,950
    Telephone & Data Systems, Inc. ...    2,700        270,675
    U.S. West, Inc. ..................   18,600      1,594,950
    WorldCom, Inc.*...................   94,800      4,348,950
                                                  ------------
                                                    49,435,718
                                                  ------------
TRANSPORTATION -- 0.2%
    FedEx Corp.*......................    5,800        220,400
    Paccar, Inc. .....................   12,000        476,250
    United Parcel Service, Inc.
      Cl-B............................    3,100        182,900
                                                  ------------
                                                       879,550
                                                  ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
UTILITIES -- 2.5%
    Ameren Corp. .....................   18,000   $    607,500
    Calpine Corp.*....................    7,900        519,425
    Conectiv, Inc. Cl-A...............    1,600         39,000
    Consolidated Edison, Inc. ........    1,500         44,438
    Constellation Energy Group........    7,300        237,706
    Duke Energy Corp. ................   22,400      1,262,800
    Edison International Co. .........   14,000        287,000
    GPU, Inc. ........................   25,500        690,094
    Minnesota Power, Inc. ............   38,200        737,738
    PG&E Corp. .......................   63,200      1,556,300
    PPL Corp. ........................    5,900        129,431
    Public Service Enterprise Group,
      Inc. ...........................   53,600      1,855,900
    Reliant Energy, Inc. .............   95,100      2,811,393
    Sempra Energy.....................   18,400        312,800
    Unicom Corp. .....................   23,000        889,813
                                                  ------------
                                                    11,981,338
                                                  ------------
TOTAL COMMON STOCK
  (Cost $445,891,261).................             471,802,738
                                                  ------------
<CAPTION>
                                          PAR
                                         (000)
                                         -----
<S>                                     <C>       <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 1.2%
    Federal Home Loan Bank
      6.23%, 07/03/00
      (Cost $5,797,993)...............  $ 5,800      5,797,993
                                                  ------------
<CAPTION>
                                        SHARES
                                        ------
<S>                                     <C>       <C>
PREFERRED STOCK -- 0.1%
COMPUTER SERVICES & SOFTWARE -- 0.0%
    Morgan Stanley (EMC Perqs) 8.00%
      [CVT]...........................    5,272        134,436
                                                  ------------
RETAIL & MERCHANDISING -- 0.1%
    Morgan Stanley (Home Depot Perqs)
      6.00% [CVT]*....................   24,200        308,550
                                                  ------------
TOTAL PREFERRED STOCK
  (Cost $461,380).....................                 442,986
                                                  ------------
TOTAL INVESTMENTS -- 99.9%
  (Cost $452,150,634).................             478,043,717
OTHER ASSETS LESS
  LIABILITIES -- 0.1%.................                 717,572
                                                  ------------
NET ASSETS -- 100.0%..................            $478,761,289
                                                  ============
</TABLE>

$187,500 has been segregated with the custodian to cover margin requirements for
the following open futures contracts at June 30, 2000:

<TABLE>
<CAPTION>
                           EXPIRATION   NUMBER OF    UNREALIZED
DESCRIPTION                  MONTH      CONTRACTS   DEPRECIATION
- ----------------------------------------------------------------
<S>                        <C>          <C>         <C>
S&P 500..................    09/00         10         $41,655
                                                      =======
</TABLE>

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

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
COMMON STOCK -- 58.5%
AEROSPACE -- 0.5%
    Boeing Co. .......................   22,400   $    936,600
    Northrop Grumman Corp. ...........    4,400        291,500
                                                  ------------
                                                     1,228,100
                                                  ------------
AIRLINES -- 0.0%
    AMR Corp.*........................      800         21,150
    Delta Air Lines, Inc. ............    1,300         65,731
                                                  ------------
                                                        86,881
                                                  ------------
AUTOMOBILE MANUFACTURERS -- 0.5%
    Ford Motor Co. ...................   19,600        842,800
    General Motors Corp. .............    4,500        261,281
                                                  ------------
                                                     1,104,081
                                                  ------------
AUTOMOTIVE PARTS -- 0.0%
    Visteon Corp.*....................    2,566         31,116
                                                  ------------
BEVERAGES -- 0.5%
    Anheuser-Busch Companies, Inc. ...    5,400        403,313
    Coors, (Adolph) Co. Cl-B..........    3,900        235,950
    PepsiCo, Inc. ....................   10,800        479,925
                                                  ------------
                                                     1,119,188
                                                  ------------
CAPITAL GOODS -- 0.1%
    Cummins Engine Co., Inc. .........    8,900        242,525
                                                  ------------
CHEMICALS -- 0.7%
    Dow Chemical Co. .................   39,900      1,204,481
    DuPont, (E.I.) de Nemours &
      Co. ............................    9,800        428,750
                                                  ------------
                                                     1,633,231
                                                  ------------
COMPUTER HARDWARE -- 2.8%
    Apple Computer, Inc.*.............    9,800        513,275
    Dell Computer Corp.*..............   18,200        897,488
    EMC Corp.*........................   21,800      1,677,238
    Hewlett-Packard Co. ..............   15,400      1,923,074
    International Business Machines
      Corp. ..........................   12,200      1,336,663
                                                  ------------
                                                     6,347,738
                                                  ------------
COMPUTER SERVICES & SOFTWARE -- 7.5%
    Automatic Data Processing,
      Inc. ...........................    8,800        471,350
    Cisco Systems, Inc.*..............   82,900      5,269,330
    Computer Associates International,
      Inc. ...........................    9,300        476,044
    Electronic Data Systems Corp. ....   11,000        453,750
    MarchFirst, Inc.*.................   15,200        277,400
    Microsoft Corp.*..................   49,000      3,919,999
    Network Appliance, Inc.*..........    3,500        281,750
    Oracle Corp.*.....................   32,100      2,698,406
    Siebel Systems, Inc.*.............    1,200        196,275
    Sun Microsystems, Inc.*...........   24,000      2,182,500
    Sybase, Inc.*.....................    9,600        220,800
    Symantec Corp.*...................    3,800        204,963
    Veritas Software Corp.*...........    4,000        452,063
                                                  ------------
                                                    17,104,630
                                                  ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
CONGLOMERATES -- 1.3%
    Corning, Inc. ....................    6,600   $  1,781,175
    Tyco International Ltd. ..........   16,900        800,638
    United Technologies Corp. ........    4,000        235,500
                                                  ------------
                                                     2,817,313
                                                  ------------
CONSUMER PRODUCTS & SERVICES -- 1.2%
    Avon Products, Inc. ..............    9,400        418,300
    Colgate-Palmolive Co. ............    9,800        586,775
    Fortune Brands, Inc. .............    6,300        145,294
    Procter & Gamble Co. .............    9,900        566,775
    Tupperware Corp. .................   14,400        316,800
    Universal Corp. ..................    8,000        169,000
    Whirlpool Corp. ..................    9,600        447,600
                                                  ------------
                                                     2,650,544
                                                  ------------
CONTAINERS & PACKAGING -- 0.0%
    Ball Corp. .......................    2,400         77,250
                                                  ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 4.0%
    Analog Devices, Inc.*.............    5,500        418,000
    AVX Corp. ........................   17,400        399,113
    Comverse Technology, Inc.*........    3,000        279,000
    Credence Systems Corp.*...........    9,600        529,800
    Cypress Semiconductor Corp.*......    5,000        211,250
    General Electric Co. .............   82,900      4,227,899
    KEMET Corp.*......................   23,000        576,438
    KLA-Tencor Corp.*.................    6,900        404,081
    Rockwell International Corp. .....    4,100        129,150
    Teradyne, Inc.*...................    8,200        602,700
    Texas Instruments, Inc. ..........    5,400        370,913
    TXU Corp. ........................    5,500        162,250
    Vishay Intertechnology, Inc.*.....   19,950        756,853
                                                  ------------
                                                     9,067,447
                                                  ------------
ENTERTAINMENT & LEISURE -- 1.6%
    Disney, (Walt) Co. ...............   29,600      1,148,850
    Viacom, Inc. Cl-B*................   35,359      2,411,042
                                                  ------------
                                                     3,559,892
                                                  ------------
EQUIPMENT SERVICES -- 0.1%
    Hertz Corp. Cl-A..................   10,700        300,269
                                                  ------------
FINANCIAL-BANK & TRUST -- 1.9%
    Bank of America Corp. ............   25,500      1,096,500
    Chase Manhattan Corp. ............   56,300      2,593,318
    Old Kent Financial Corp. .........    5,670        151,673
    Silicon Valley Bancshares*........    5,300        225,913
    UnionBanCal Corp. ................   16,400        304,425
                                                  ------------
                                                     4,371,829
                                                  ------------
FINANCIAL SERVICES -- 4.4%
    AMBAC Financial Group, Inc. ......   10,100        553,606
    Citigroup, Inc. ..................   43,000      2,590,750
    Deluxe Corp. .....................   19,200        452,400
    Fannie Mae........................   28,900      1,508,219
    Fleet Financial Group, Inc. ......   26,000        884,000
    Freddie Mac.......................   13,200        534,600
    Merrill Lynch & Co., Inc. ........    1,900        218,500
    Morgan Stanley Dean Witter &
      Co. ............................   27,800      2,314,350
</TABLE>


<PAGE>
AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
    Providian Financial Corp. ........    6,100   $    549,000
    Wells Fargo & Co. ................    8,000        310,000
                                                  ------------
                                                     9,915,425
                                                  ------------
FOOD -- 2.0%
    General Mills, Inc. ..............    4,800        183,600
    Hormel Foods Corp. ...............   14,500        243,781
    IBP, Inc. ........................   27,600        426,075
    Quaker Oats Co. ..................   26,700      2,005,837
    Ralston Purina Group..............   14,900        297,069
    Safeway, Inc.*....................   13,600        613,700
    Suiza Foods Corp.*................   12,400        606,050
    Sysco Corp. ......................    5,100        214,838
                                                  ------------
                                                     4,590,950
                                                  ------------
HEALTHCARE SERVICES -- 1.1%
    Amgen, Inc.*......................   15,200      1,067,800
    Oxford Health Plans, Inc.*........   21,900        521,494
    PacifiCare Health Systems,
      Inc.*...........................    4,400        264,825
    United HealthGroup, Inc. .........    8,500        728,875
                                                  ------------
                                                     2,582,994
                                                  ------------
HOTELS & MOTELS -- 0.1%
    MGM Grand, Inc. ..................    5,200        167,050
                                                  ------------
INSURANCE -- 1.4%
    American International Group,
      Inc. ...........................    1,950        229,125
    Arthur J. Gallagher & Co. ........    1,900         79,800
    CIGNA Corp. ......................    6,900        645,150
    Lincoln National Corp. ...........   33,400      1,206,575
    MGIC Investment Corp. ............   10,200        464,100
    Radian Group, Inc. ...............    8,500        439,875
                                                  ------------
                                                     3,064,625
                                                  ------------
INTERNET SERVICES -- 1.1%
    America Online, Inc.*.............   30,900      1,629,975
    Yahoo!, Inc.*.....................    6,800        842,350
                                                  ------------
                                                     2,472,325
                                                  ------------
MACHINERY & EQUIPMENT -- 0.7%
    Illinois Tool Works, Inc. ........   19,100      1,088,700
    Ingersoll-Rand Co. ...............    3,500        140,875
    Kulicke & Soffa Industries,
      Inc.*...........................    5,900        350,313
                                                  ------------
                                                     1,579,888
                                                  ------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.4%
    Bard, (C.R.), Inc. ...............   11,800        567,875
    Johnson & Johnson Co. ............   21,000      2,139,375
    Mallinckrodt, Inc. ...............    6,600        286,688
    PE Corp.-PE Biosystems Group......    2,600        171,275
                                                  ------------
                                                     3,165,213
                                                  ------------
METALS & MINING -- 0.3%
    Alcan Aluminum Ltd. ..............    5,700        176,700
    Alcoa, Inc. ......................   14,200        411,800
                                                  ------------
                                                       588,500
                                                  ------------
OIL & GAS -- 3.6%
    Amerada Hess Corp. ...............   36,400      2,247,699
    Apache Corp. .....................   20,800      1,223,300
    BJ Services Co.*..................    3,300        206,250
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
    BP Amoco PLC [ADR]................   11,900   $    673,094
    Ensco International, Inc. ........   14,500        519,281
    Exxon Mobil Corp. ................   13,601      1,068,529
    Kerr-McGee Corp. .................   22,100      1,302,519
    Occidental Petroleum Corp. .......    9,600        202,200
    Texaco, Inc. .....................    2,500        133,125
    Union Pacific Resources Group,
      Inc. ...........................   23,100        508,200
                                                  ------------
                                                     8,084,197
                                                  ------------
PAPER & FOREST PRODUCTS -- 0.5%
    International Paper Co. ..........    7,600        226,575
    Temple-Inland, Inc. ..............    5,600        235,200
    Westvaco Corp. ...................      900         22,331
    Weyerhaeuser Co. .................   13,300        571,900
                                                  ------------
                                                     1,056,006
                                                  ------------
PHARMACEUTICALS -- 4.6%
    Allergan, Inc. ...................    4,000        298,000
    Andrx Corp.*......................    2,600        166,197
    Biogen, Inc.*.....................    5,100        328,950
    Bristol-Meyers Squibb Co. ........   17,100        996,075
    Elan Corp. PLC [ADR]*.............    5,400        261,563
    Ivax Corp.*.......................    8,800        365,200
    Jones Pharma, Inc. ...............    9,850        393,384
    MedImmune, Inc.*..................    4,900        362,600
    Merck & Co., Inc. ................   11,200        858,200
    Pfizer, Inc. .....................   81,300      3,902,399
    Pharmacia Corp. ..................    8,000        413,500
    Schering-Plough Corp. ............   33,500      1,691,750
    Vertex Pharmaceuticals*...........    2,300        242,363
                                                  ------------
                                                    10,280,181
                                                  ------------
PRINTING & PUBLISHING -- 0.6%
    Dow Jones & Co., Inc. ............    9,400        688,550
    Valassis Communications, Inc.*....   14,800        564,250
                                                  ------------
                                                     1,252,800
                                                  ------------
RAILROADS -- 0.1%
    Union Pacific Corp. ..............    4,400        163,625
                                                  ------------
RESTAURANTS -- 0.3%
    Brinker International, Inc.*......   12,900        377,325
    Jack in the Box, Inc.*............   15,800        391,050
                                                  ------------
                                                       768,375
                                                  ------------
RETAIL & MERCHANDISING -- 3.1%
    Best Buy Co., Inc.*...............    5,400        341,550
    Federated Department Stores,
      Inc.*...........................    5,900        199,125
    Home Depot, Inc. .................   35,900      1,792,756
    Sears, Roebuck & Co. .............   10,600        345,825
    Tiffany & Co. ....................    2,800        189,000
    TJX Companies, Inc. ..............    7,300        136,875
    Wal-Mart Stores, Inc. ............   61,300      3,532,413
    Zale Corp.*.......................   10,300        375,950
                                                  ------------
                                                     6,913,494
                                                  ------------
SEMICONDUCTORS -- 3.5%
    Applied Materials, Inc.*..........   14,600      1,323,125
    Integrated Device Technology,
      Inc.*...........................   16,200        969,975
    Intel Corp. ......................   28,500      3,810,093
</TABLE>


<PAGE>
AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
    International Rectifier Corp.*....    8,500   $    476,000
    Lam Research Corp.*...............   15,800        592,500
    LSI Logic Corp.*..................    3,500        189,438
    National Semiconductor Corp.*.....    9,500        539,125
                                                  ------------
                                                     7,900,256
                                                  ------------
TELECOMMUNICATIONS -- 5.9%
    Adtran, Inc.*.....................    3,400        203,575
    AT&T Corp. .......................   32,100      1,015,163
    Bell Atlantic Corp.*..............    8,900        452,231
    BellSouth Corp. ..................   35,000      1,491,875
    Comcast Corp. Cl-A*...............   23,700        959,850
    Commscope, Inc.*..................   14,600        598,600
    Cox Communications, Inc. Cl-A*....    8,400        382,725
    Digital Lightwave, Inc.*..........    1,500        150,750
    GTE Corp. ........................   15,900        989,775
    Nextel Communications, Inc.
      Cl-A*...........................    7,400        452,788
    Nortel Networks Corp. NY Reg.*....   22,200      1,515,150
    QUALCOMM, Inc.*...................    8,300        498,000
    SBC Communications, Inc. .........   42,000      1,816,499
    Scientific-Atlanta, Inc. .........    5,200        387,400
    Sprint Corp. (FON Group)..........   15,800        805,800
    Sprint Corp. (PCS Group)*.........    6,600        392,700
    U.S. West, Inc. ..................    2,900        248,675
    WorldCom, Inc.*...................   18,600        853,275
                                                  ------------
                                                    13,214,831
                                                  ------------
UTILITIES -- 1.1%
    AES Corp.*........................    8,400        383,250
    Calpine Corp.*....................    6,400        420,800
    Minnesota Power, Inc. ............    9,600        185,400
    Public Service Enterprise Group,
      Inc. ...........................   21,000        727,125
    Reliant Energy, Inc. .............   16,800        496,650
    Southern Co. .....................   12,700        296,069
                                                  ------------
                                                     2,509,294
                                                  ------------
TOTAL COMMON STOCK
  (Cost $119,328,484).................             132,012,063
                                                  ------------
<CAPTION>
                                          PAR
                                         (000)
                                         -----
<S>                                     <C>       <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 19.4%
    Federal Home Loan Bank
      6.50%, 07/03/00.................  $ 5,800      5,797,905
                                                  ------------
    Federal Home Loan Mortgage Corp.
      7.00%, 06/01/14-08/01/29........    2,770      2,707,324
      7.50%, 08/01/29.................    1,710      1,688,234
                                                  ------------
                                                     4,395,558
                                                  ------------
    Federal National Conventional Loan
      7.00%, 03/01/28.................      629        607,043
                                                  ------------
    Federal National Mortgage Assoc.
      5.25%, 01/15/03.................    2,100      2,020,423
      6.00%, 07/20/13 [TBA]...........    1,000        945,935
      6.00%, 12/01/13-10/01/28........    3,170      2,924,037
      6.23%, 07/21/08.................      200        186,453
      6.50%, 04/29/09-07/01/29........    9,411      8,597,202
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)       VALUE
                                         -----       -----
<S>                                     <C>       <C>
      7.00%, 05/01/11-05/01/30........  $ 3,022   $  2,929,330
      7.125%, 02/15/05-01/15/30.......    2,900      2,913,542
      7.25%, 01/15/10.................    2,150      2,171,248
      7.50%, 06/01/15-11/01/29........    4,212      4,173,561
      8.00%, 07/01/30 [TBA]...........      900        903,654
                                                  ------------
                                                    27,765,385
                                                  ------------
    Government National Mortgage
      Assoc.
      6.00%, 04/15/28-05/15/28........      561        517,230
      6.50%, 03/15/28-04/15/28........    1,538      1,460,616
      7.00%, 12/15/27-08/15/29........    1,745      1,696,690
      7.50%, 05/15/30.................    1,299      1,289,754
      8.00%, 03/15/27.................       68         69,014
      8.75%, 01/15/27-04/15/27........      104        106,917
                                                  ------------
                                                     5,140,221
                                                  ------------
    (Cost $44,468,101)................              43,706,112
                                                  ------------
CORPORATE OBLIGATIONS -- 12.8%
AEROSPACE -- 0.3%
    Raytheon Corp. 144A
      8.20%, 03/01/06.................      700        711,660
                                                  ------------
AUTOMOBILE MANUFACTURERS -- 0.3%
    DaimlerChrysler
      7.125%, 03/01/02................      700        699,894
                                                  ------------
BEVERAGES -- 0.1%
    Pepsi Bottling Group, Inc. 144A
      7.00%, 03/01/29.................      300        269,933
                                                  ------------
BROADCASTING -- 0.2%
    Liberty Media Group
      8.25%, 02/01/30.................      400        368,260
                                                  ------------
CABLE TELEVISION -- 0.2%
    British Sky Broadcasting
      8.20%, 07/15/09.................      550        516,837
                                                  ------------
CONGLOMERATES -- 0.4%
    Tyco International Group SA 144A
      6.875%, 09/05/02................    1,000        990,230
                                                  ------------
CONSUMER PRODUCTS & SERVICES -- 0.1%
    Fort James Corp.
      6.625%, 09/15/04................      250        239,121
                                                  ------------
FINANCIAL-BANK & TRUST -- 1.0%
    Bank of America Corp.
      6.125%, 07/15/04................      300        286,132
      7.80%, 02/15/10.................    1,300      1,295,280
    First Bank System, Inc.
      7.625%, 05/01/05................      100        100,368
    Fleet National Bank
      5.75%, 01/15/09.................      450        393,278
    Southern Investments UK
      6.80%, 12/01/06.................      300        277,304
                                                  ------------
                                                     2,352,362
                                                  ------------
</TABLE>


<PAGE>
AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)       VALUE
                                         -----       -----
<S>                                     <C>       <C>
FINANCIAL SERVICES -- 3.7%
    BMW Vehicle Owner Trust
      6.41%, 04/25/03.................  $   600   $    595,071
    Cilcorp, Inc.
      8.70%, 10/15/09.................      700        706,552
    Ford Motor Credit Co.
      7.50%, 03/15/05.................    3,400      3,384,665
    General Motors Acceptance Corp.
      6.95%, 03/10/03.................      900        898,732
      7.125%, 05/01/03................      100         99,259
    Hutchison Whampoa Financial Corp.
      144A
      7.45%, 08/01/17.................      700        612,788
    Lehman Brothers Holdings, Inc.
      8.25%, 06/15/07.................    1,100      1,102,397
    Morgan Stanley Dean Witter & Co.
      7.125%, 01/15/03................      650        646,042
                                                  ------------
                                                     8,045,506
                                                  ------------
INSURANCE -- 0.1%
    Conseco, Inc.
      6.40%, 06/15/01.................      200        159,000
                                                  ------------
OIL & GAS -- 1.7%
    Enron Corp.
      6.70%, 11/15/06.................      700        663,777
    Gulf Canada Resources Ltd.
      8.35%, 08/01/06.................      900        895,500
    Kerr-McGee Corp.
      7.125%, 10/15/27................    1,000        890,814
    Petro Geo-Services ASA
      6.625%, 03/30/08................      900        797,354
    USX Corp.
      6.65%, 02/01/06.................      600        570,700
                                                  ------------
                                                     3,818,145
                                                  ------------
PAPER & FOREST PRODUCTS -- 0.4%
    International Paper Co.
      8.125%, 07/08/05................      900        908,861
                                                  ------------
REAL ESTATE -- 0.4%
    Chelsea GCA Realty, Inc. [REIT]
      7.25%, 10/21/07.................      200        182,266
    EOP Operating LP
      6.75%, 02/15/08.................      900        820,732
                                                  ------------
                                                     1,002,998
                                                  ------------
RETAIL & MERCHANDISING -- 0.3%
    Home Depot, Inc.
      6.50%, 09/15/04.................      600        594,923
    Sears, Roebuck & Co.
      6.25%, 01/15/04.................      200        192,856
                                                  ------------
                                                       787,779
                                                  ------------
TELECOMMUNICATIONS -- 3.0%
    CSC Holdings, Inc.
      8.125%, 07/15/09................    1,000        974,694
    GTE North, Inc.
      5.65%, 11/15/08.................      500        434,986
    KPNQwest NV
      8.125%, 06/01/09................      500        472,500
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)       VALUE
                                         -----       -----
<S>                                     <C>       <C>
    MCI Worldcom, Inc. [FRN] 144A
      6.72%, 06/30/00.................  $   800   $    800,045
    Sprint Capital Corp.
      7.625%, 06/10/02................    1,000      1,004,158
    TCI Communications, Inc.
      8.75%, 08/01/15.................      300        325,028
    Vodafone Airtouch PLC 144A
      7.75%, 02/15/10.................    1,350      1,340,697
    WorldCom, Inc.
      7.875%, 05/15/03................      700        706,412
      8.25%, 05/15/10.................      650        666,428
                                                  ------------
                                                     6,724,948
                                                  ------------
UTILITIES -- 0.6%
    Alliant Energy Resources
      7.375%, 11/09/09................      600        585,288
    Valero Energy Corp.
      8.375%, 06/15/05................      650        660,804
                                                  ------------
                                                     1,246,092
                                                  ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $29,138,833)..................              28,841,626
                                                  ------------
U.S. TREASURY OBLIGATIONS -- 8.2%
    U.S. Treasury Bonds
      9.25%, 02/15/16.................    2,550      3,304,639
      7.875%, 02/15/21................      700        831,469
      6.25%, 05/15/30.................    1,100      1,155,000
                                                  ------------
                                                     5,291,108
                                                  ------------
    U.S. Treasury Notes
      4.875%, 03/31/01................    4,700      4,644,188
      6.625%, 07/31/01................    1,900      1,903,563
      6.00%, 08/15/04.................      350        346,828
      5.875%, 11/15/04................    6,300      6,205,652
                                                  ------------
                                                    13,100,231
                                                  ------------
    (Cost $18,201,188)................              18,391,339
                                                  ------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 1.4%
    AmeriCredit Automobile Receivables
      Trust Series 1999-D C1-A3
      7.02%, 12/12/05.................      700        695,229
    Case Equipment Loan Trust Series
      1998-B Cl-A4
      5.92%, 10/15/05.................      300        294,515
    CIT RV Trust Series 1998-A Cl-A4
      6.09%, 02/15/12.................      300        291,842
    Comed Transitional Funding Trust
      Series 1998-1 Cl-A6
      5.63%, 06/25/09.................      100         92,239
    General Motors Acceptance Corp.
      Series 1999-Cl Cl-A2
      6.175%, 05/15/33................      450        412,843
    Morgan Stanley Capital I Series
      1998-WF1 Cl-A1
      6.25%, 07/15/07.................      176        170,733
    Morgan Stanley Capital I Series
      1998-WF1 Cl-A2
      6.55%, 12/15/07.................      800        762,915
</TABLE>


<PAGE>
AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)       VALUE
                                         -----       -----
<S>                                     <C>       <C>
    Nationslink Funding Corp. Series
      1998-2 Cl-A1
      6.00%, 11/20/07.................  $   180   $    171,551
    Nationslink Funding Corp. Series
      1999-1 Cl-A2
      6.316%, 11/20/08................      250        233,080
                                                  ------------
      (Cost $3,225,244)...............               3,124,947
                                                  ------------
SOVEREIGN ISSUES -- 0.6%
CANADA
    Province of Quebec
      5.75%, 02/15/09.................      800        715,865
      7.50%, 09/15/29.................      600        588,473
                                                  ------------
    (Cost $1,287,215).................               1,304,338
                                                  ------------
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                     <C>       <C>
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment Cash Fund....   29,809   $     29,809
    Temporary Investment Fund.........   29,808         29,808
                                                  ------------
    (Cost $59,617)....................                  59,617
                                                  ------------
TOTAL INVESTMENTS -- 100.9%
  (Cost $215,708,682).................             227,440,042
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.9%)....................              (2,048,343)
                                                  ------------
NET ASSETS -- 100.0%..................            $225,391,699
                                                  ============
</TABLE>

$112,500 has been segregated with the custodian to cover margin requirements for
the following open futures contracts at June 30, 2000:

<TABLE>
<CAPTION>
                           EXPIRATION   NUMBER OF    UNREALIZED
DESCRIPTION                  MONTH      CONTRACTS   DEPRECIATION
- ----------------------------------------------------------------
<S>                        <C>          <C>         <C>
S&P 500..................    09/00          6         $29,070
                                                      =======
</TABLE>

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

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 2.1% of net assets.

See Notes to Financial Statements.


<PAGE>

AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
FOREIGN STOCK -- 90.0%
AUSTRALIA -- 1.6%
    News Corp. Ltd. [ADR]............     88,400   $  4,817,800
                                                   ------------
BRAZIL -- 1.1%
    Petroleo Brasileiro SA*..........    113,900      3,441,088
                                                   ------------
CANADA -- 3.9%
    Celestica, Inc. NY Reg.*.........     71,500      3,548,188
    Nortel Networks Corp. NY Reg.*...    121,000      8,258,250
                                                   ------------
                                                     11,806,438
                                                   ------------
DENMARK -- 2.6%
    Den Danske Bank..................        700         84,552
    ISS AS...........................     25,900      1,980,237
    Novo-Nordisk AS Cl-B.............     24,831      4,243,716
    Tele Danmark AS..................     20,900      1,412,643
                                                   ------------
                                                      7,721,148
                                                   ------------
FINLAND -- 3.4%
    Nokia Corp. Cl-A [ADR]...........    112,900      5,637,944
    Sonera Group Oyj.................     84,374      3,862,019
    Tieto Corp. Cl-B.................     23,300        780,613
                                                   ------------
                                                     10,280,576
                                                   ------------
FRANCE -- 12.8%
    Alcatel Corp. ...................     86,753      5,713,124
    Altran Technologies SA...........      8,087      1,589,958
    Aventis SA.......................     34,200      2,506,317
    AXA SA...........................     27,060      4,280,004
    Business Objects SA*.............     13,900      1,224,938
    Pinault-Printemps Redoute SA.....     13,300      2,966,747
    Sagem SA.........................      1,300      1,530,291
    Societe Generale.................     40,100      2,421,683
    Societe Television Francaise.....     48,600      3,400,882
    STMicroelectronics NV NY Reg.....     75,600      4,852,575
    Suez Lyonnaise des Eaux..........     25,600      4,503,067
    Total Fina SA Cl-B*..............      9,400      1,447,124
    Vivendi..........................     24,890      2,205,790
                                                   ------------
                                                     38,642,500
                                                   ------------
GERMANY -- 3.8%
    Intershop Communications AG......      5,564      2,554,789
    Marschollek, Lautenschlaeger Und
      Partner AG.....................      4,802      2,016,177
    SAP AG [ADR].....................     13,800        647,738
    Schering AG......................     15,600        853,125
    Siemens AG.......................     35,800      5,380,981
                                                   ------------
                                                     11,452,810
                                                   ------------
HONG KONG -- 3.6%
    Cheung Kong Holdings Ltd. .......     94,000      1,040,086
    China Telecom Ltd. ..............    532,000      4,692,091
    China Unicom Ltd. ...............     45,000         95,542
    China Unicom Ltd. [ADR]*.........     35,400        752,250
    Citic Pacific Ltd. ..............    200,000      1,046,821
    Hutchison Whampoa Ltd. ..........    254,000      3,193,317
                                                   ------------
                                                     10,820,107
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
ISRAEL -- 1.2%
    Check Point Software Technologies
      Ltd.*..........................     17,600   $  3,726,800
                                                   ------------
ITALY -- 4.7%
    Alleanza Assicurazioni...........    193,000      2,580,857
    Banco Intesa SPA.................    737,850      3,317,212
    Mediaset SPA.....................    119,609      1,834,494
    Mediolanum SPA...................    128,500      2,098,965
    Mondadori, (Arnoldo) Editore
      SPA............................     98,500      2,256,662
    Telecom Italia SPA...............    152,300      2,102,301
                                                   ------------
                                                     14,190,491
                                                   ------------
JAPAN -- 14.4%
    Canon, Inc. .....................     72,000      3,593,143
    Fuji Television Network, Inc. ...         78      1,223,801
    Hitachi Ltd. ....................    276,000      3,991,247
    Hoya Corp. ......................     24,000      2,154,979
    Japan Telecom Co. Ltd. ..........         38      1,652,150
    Kao Corp. .......................     35,000      1,071,818
    Keyence Corp. ...................      1,600        529,293
    Kyocera Corp. ...................     18,400      3,128,651
    Nomura Securities Co. Ltd. ......     97,000      2,379,125
    NTT Mobile Communication Network,
      Inc. ..........................         50      1,356,313
    Orix Corp. ......................     12,200      1,804,606
    Pioneer Corp. ...................     31,000      1,210,096
    Sharp Corp. .....................    174,000      3,083,604
    Sony Corp. ......................     20,800      1,946,286
    Takeda Chemical Industries
      Ltd. ..........................     26,000      1,710,373
    Tokyo Electron Ltd. .............     21,000      2,882,000
    Toshiba Corp. ...................    397,000      4,491,515
    Toyota Motor Corp. ..............     32,000      1,460,849
    Tyco International Ltd. .........     79,700      3,775,788
                                                   ------------
                                                     43,445,637
                                                   ------------
KOREA -- 2.8%
    Hyundai Motor Co. Ltd. ..........     62,200        797,730
    Samsung Electronics Co. .........     19,612      6,490,498
    SK Telecom Co. Ltd. .............      3,400      1,113,016
                                                   ------------
                                                      8,401,244
                                                   ------------
MEXICO -- 1.4%
    Grupo Televisa SA [GDR]..........     14,500        999,594
    Telefonos de Mexico SA Cl-L
      [ADR]..........................     55,300      3,159,012
                                                   ------------
                                                      4,158,606
                                                   ------------
NETHERLANDS -- 5.8%
    ASM Lithography Holding NV NY
      Reg. ..........................     17,000        750,125
    Getronics NV.....................    109,500      1,695,193
    ING Groep NV.....................     37,477      2,543,493
    Koninklijke (Royal) Philips
      Electronics NV NY Reg. ........    126,420      6,004,950
</TABLE>


<PAGE>
AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Royal Dutch Petroleum Co. .......     26,200   $  1,612,938
    United Pan-Europe Communications
      NV.............................     26,683        700,582
    VNU NV...........................     81,700      4,236,934
                                                   ------------
                                                     17,544,215
                                                   ------------
PORTUGAL -- 0.4%
    Telecel-Comunicacoes Pessoais
      SA.............................     84,060      1,281,206
                                                   ------------
SPAIN -- 1.7%
    Banco Popular Espanol SA.........      6,600        204,985
    Sogecable SA.....................     26,867        958,579
    Telefonica SA*...................    189,982      4,097,579
                                                   ------------
                                                      5,261,143
                                                   ------------
SWEDEN -- 5.4%
    Assa Abloy AB Cl-B...............    123,744      2,497,251
    Atlas Copco AB...................     14,342        277,986
    Atlas Copco AB Cl-B..............     25,100        472,196
    Ericsson, (L.M.) Telephone Co.
      [ADR]..........................    237,000      4,740,000
    Modern Times Group AB Cl-B.......     27,210      1,302,995
    Netcom AB Cl-B...................     25,723      1,909,270
    Nordbanken Holding Co. AB........    282,877      2,144,786
    Securitas AB Cl-B................    140,600      2,997,724
                                                   ------------
                                                     16,342,208
                                                   ------------
SWITZERLAND -- 6.4%
    ABB AG...........................     37,664      4,522,496
    Adecco SA........................      1,840      1,568,346
    Credit Suisse Group..............     22,300      4,450,208
    Julius Baer Holdings AG Cl-B.....        706      2,800,433
    Novartis AG......................      2,439      3,875,833
    Swatch Group AG..................      1,585      2,021,617
                                                   ------------
                                                     19,238,933
                                                   ------------
UNITED KINGDOM -- 13.0%
    Amvescap PLC.....................    248,900      3,994,156
    Barclays PLC.....................     29,900        743,709
    Cable & Wireless PLC.............    196,336      3,326,016
    Capita Group PLC.................     61,600      1,507,943
    Centrica PLC.....................    746,817      2,492,970
    CMG PLC..........................    104,600      1,482,183
    Colt Telecom Group PLC...........     38,496      1,282,132
    Compass Group PLC................     87,200      1,149,158
    Diageo PLC.......................    191,811      1,721,958
    Energis PLC......................     45,565      1,709,334
    Hays PLC.........................    206,800      1,153,672
    Logica PLC.......................     48,800      1,155,449
    Misys PLC........................    175,200      1,480,003
    Pearson PLC......................     60,300      1,917,039
    SEMA Group PLC...................     94,620      1,346,496
    Shire Pharmaceuticals Group
      PLC............................     27,700        479,734
    Telewest Communications PLC......    280,645        968,694
    Vodafone AirTouch PLC............  2,180,502      8,813,776
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    WPP Group PLC....................    162,400   $  2,372,508
                                                   ------------
                                                     39,096,930
                                                   ------------
TOTAL FOREIGN STOCK
  (Cost $246,480,463)................               271,669,880
                                                   ------------
<CAPTION>
                                          PAR
                                         (000)
                                       ---------
<S>                                    <C>         <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 7.8%
    Federal Home Loan Bank
      6.23%, 07/03/00................  $   3,600      3,598,754
      6.50%, 07/03/00................     20,000     19,992,778
                                                   ------------
    (Cost $23,591,532)...............                23,591,532
                                                   ------------
<CAPTION>
                                        SHARES
                                        ------
<S>                                    <C>         <C>
U.S. STOCK -- 2.2%
COMPUTER SERVICES & SOFTWARE -- 0.7%
    Comverse Technology, Inc. .......     22,400      2,083,200
                                                   ------------
SEMICONDUCTORS -- 0.9%
    JDS Uniphase Corp. ..............     22,160      2,656,430
                                                   ------------
TELECOMMUNICATIONS -- 0.6%
    Amdocs Ltd.......................     23,600      1,811,300
                                                   ------------
TOTAL U.S. STOCK
  (Cost $3,653,002)..................                 6,550,930
                                                   ------------
TOTAL INVESTMENTS -- 100.0%
  (Cost $273,724,997)................               301,812,342
OTHER ASSETS LESS
  LIABILITIES -- 0.0%................                    57,606
                                                   ------------
NET ASSETS -- 100.0%.................              $301,869,948
                                                   ============
</TABLE>

Foreign currency exchange contracts outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                            IN                      UNREALIZED
SETTLEMENT                CONTRACTS      EXCHANGE    CONTRACTS    APPRECIATION/
  MONTH      TYPE         TO RECEIVE       FOR        AT VALUE    (DEPRECIATION)
- --------------------------------------------------------------------------------
<S>          <C>    <C>  <C>            <C>          <C>          <C>
07/00        Buy    CHF      469,735    $  285,883   $  288,973      $ 3,090
07/00        Buy    EUR    1,127,781     1,067,949    1,081,316       13,367
07/00        Buy    JPY  118,765,140     1,130,534    1,123,039       (7,495)
                                        ----------   ----------      -------
                                        $2,484,366   $2,493,328      $ 8,962
                                        ==========   ==========      =======
<CAPTION>
                                          IN                      UNREALIZED
SETTLEMENT               CONTRACTS      EXCHANGE     CONTRACTS    APPRECIATION/
 MONTH       TYPE        TO DELIVER       FOR        AT VALUE     (DEPRECIATION)
- --------------------------------------------------------------------------------
<S>          <C>    <C>  <C>            <C>          <C>          <C>
07/00        Sell   EUR      490,525    $  466,401   $  470,617      $(4,216)
07/00        Sell   GBP       84,684       127,480      128,208         (728)
07/00        Sell   JPY  737,935,200     7,034,242    7,007,799       26,443
                                        ----------   ----------      -------
                                        $7,628,123   $7,606,624      $21,499
                                        ==========   ==========      =======
</TABLE>


<PAGE>
AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

The following is a breakdown of the foreign stock portion of the Portfolio, by
industry classification, as of June 30, 2000. Percentages are based on net
assets.

<TABLE>
<CAPTION>
INDUSTRY
- --------
<S>                                                   <C>
Advertising.........................................   0.8%
Aerospace...........................................   0.5%
Automobile Manufacturers............................   0.7%
Beverages...........................................   0.6%
Broadcasting........................................   8.2%
Business Services...................................   7.2%
Computer Hardware...................................   3.9%
Computer Services & Software........................   1.7%
Consumer Products & Services........................   1.6%
Electronic Components & Equipment...................  11.4%
Financial-Bank & Trust..............................   6.2%
Financial Services..................................   3.4%
Food................................................   0.4%
Healthcare Services.................................   0.7%
Industrial Products.................................   1.8%
Insurance...........................................   3.0%
Machinery & Equipment...............................   0.2%
Metals & Mining.....................................   0.8%
Office Equipment....................................   1.2%
Oil & Gas...........................................   3.0%
Pharmaceuticals.....................................   4.5%
Real Estate.........................................   0.3%
Retail & Merchandising..............................   1.7%
Semiconductors......................................   2.6%
Telecommunications..................................  22.1%
Utilities...........................................   1.5%
                                                      -----
Total...............................................  90.0%
                                                      =====
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST T. ROWE PRICE SMALL COMPANY VALUE PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
COMMON STOCK -- 96.3%
AIRLINES -- 1.0%
    Midwest Express Holdings,
      Inc.*..........................    136,000   $  2,924,000
                                                   ------------
AUTOMOTIVE PARTS -- 0.7%
    Myers Industries, Inc. ..........    125,000      1,429,688
    TBC Corp.*.......................    177,000        818,625
                                                   ------------
                                                      2,248,313
                                                   ------------
BROADCASTING -- 1.5%
    Saga Communications, Inc.
      Cl-A*..........................    100,000      2,200,000
    Sinclair Broadcast Group,
      Inc.*..........................    200,000      2,200,000
                                                   ------------
                                                      4,400,000
                                                   ------------
BUILDING MATERIALS -- 9.8%
    Ameron International Corp. ......     40,000      1,430,000
    Florida Rock Industries, Inc. ...     60,000      2,137,500
    Genlyte Group, Inc.*.............      3,400         71,613
    Gibraltar Steel Corp. ...........    113,000      1,582,000
    Insituform Technologies, Inc.*...    160,000      4,340,000
    Lone Star Technologies, Inc.*....    128,000      5,919,999
    Modine Manufacturing Co. ........     80,000      2,160,000
    Republic Group, Inc. ............    189,000      1,701,000
    SCP Pool Corp.*..................    127,500      2,996,250
    Skyline Corp. ...................    115,000      2,472,500
    Thomas Industries, Inc. .........    140,000      2,476,250
    U.S. Aggregates, Inc. ...........    150,000      2,718,750
                                                   ------------
                                                     30,005,862
                                                   ------------
BUSINESS SERVICES -- 1.3%
    G & K Services, Inc. ............     10,700        268,169
    IT Group, Inc.*..................    330,000      1,608,750
    StaffMark, Inc.*.................    300,000      2,006,250
                                                   ------------
                                                      3,883,169
                                                   ------------
CHEMICALS -- 2.8%
    Arch Chemicals, Inc. ............    170,000      3,718,750
    Schulman, (A.), Inc. ............    105,000      1,266,563
    TETRA Technologies, Inc.*........    240,000      3,405,000
                                                   ------------
                                                      8,390,313
                                                   ------------
CLOTHING & APPAREL -- 1.0%
    Dan River, Inc. Cl-A*............    236,000      1,121,000
    Unifi, Inc.*.....................    160,000      1,980,000
                                                   ------------
                                                      3,101,000
                                                   ------------
COMPUTER HARDWARE -- 1.0%
    Analogic Corp. ..................     74,000      2,960,000
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 3.5%
    Analysts International Corp. ....    175,000      1,629,688
    CompuCom Systems, Inc.*..........    250,000        406,250
    Metro Information Services,
      Inc.*..........................     55,000        550,000
    Progress Software*...............    188,000      3,372,250
    SPSS, Inc.*......................    155,000      4,514,375
                                                   ------------
                                                     10,472,563
                                                   ------------
CONSUMER PRODUCTS & SERVICES -- 0.7%
    Culp, Inc. ......................    132,000        676,500
    Packaged Ice, Inc.*..............    350,000      1,443,750
                                                   ------------
                                                      2,120,250
                                                   ------------
CONTAINERS & PACKAGING -- 3.4%
    Aptargroup, Inc. ................    155,000      4,185,000
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Ivex Packaging Corp.*............    253,200   $  2,816,850
    Liqui-Box Corp. .................     68,000      3,366,000
                                                   ------------
                                                     10,367,850
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 8.3%
    Electro Rental Corp.*............    290,000      3,552,500
    FLIR Systems, Inc.*..............    180,000      1,170,000
    Franklin Electric Co., Inc. .....     45,000      3,048,750
    Landauer, Inc. ..................     62,000        964,875
    Littelfuse, Inc.*................    163,000      7,986,999
    Methode Electronics, Inc. Cl-A...    180,000      6,952,500
    Pioneer-Standard Electronics,
      Inc. ..........................    120,000      1,770,000
                                                   ------------
                                                     25,445,624
                                                   ------------
ENVIRONMENTAL SERVICES -- 1.2%
    Newpark Resources, Inc.*.........    315,000      2,972,813
    Waste Connections, Inc.*.........      6,900        136,275
    Waterlink, Inc.*.................    150,000        375,000
                                                   ------------
                                                      3,484,088
                                                   ------------
EQUIPMENT SERVICES -- 0.2%
    Unifirst Corp. ..................     60,000        472,500
                                                   ------------
FINANCIAL-BANK & TRUST -- 7.4%
    Community First Bankshares,
      Inc. ..........................    235,000      3,833,438
    First Republic Bank*.............    142,000      2,831,125
    Silicon Valley Bancshares*.......    300,000     12,787,499
    Southwest Bancorporation of
      Texas, Inc.*...................    146,000      3,029,500
                                                   ------------
                                                     22,481,562
                                                   ------------
FINANCIAL SERVICES -- 4.6%
    Allied Capital Corp. ............    270,000      4,589,999
    American Capital Strategies
      Ltd. ..........................    140,000      3,342,500
    First Financial Fund, Inc.**.....    280,000      2,292,500
    Medallion Financial Corp. .......     20,000        308,750
    Triad Guaranty, Inc.*............    153,000      3,509,438
                                                   ------------
                                                     14,043,187
                                                   ------------
FOOD -- 0.7%
    International Multifoods
      Corp. .........................    120,000      2,077,500
                                                   ------------
FURNITURE -- 1.1%
    Stanley Furniture Co., Inc.*.....    145,000      3,190,000
                                                   ------------
INSURANCE -- 5.1%
    Brown & Brown, Inc. .............    150,000      7,799,999
    Hilb, Rogal & Hamilton Co. ......     40,000      1,387,500
    Markel Corp.*....................     22,000      3,115,750
    Medical Assurance, Inc.*.........    160,000      1,800,000
    Presidential Life Corp. .........     90,000      1,248,750
                                                   ------------
                                                     15,351,999
                                                   ------------
LUMBER & WOOD PRODUCTS -- 0.6%
    Deltic Timber Corp. .............     80,000      1,675,000
                                                   ------------
MACHINERY & EQUIPMENT -- 3.6%
    Alamo Group, Inc. ...............     56,600        707,500
    Carbo Ceramics, Inc. ............     88,000      3,091,000
    Smith, (A.O.) Corp. .............    130,000      2,721,875
    TransTechnology Corp. ...........    132,000      1,452,000
    Woodward Governor Co. ...........    107,500      3,043,594
                                                   ------------
                                                     11,015,969
                                                   ------------
</TABLE>


<PAGE>
AST T. ROWE PRICE SMALL COMPANY VALUE PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
MEDICAL SUPPLIES & EQUIPMENT -- 2.1%
    Ocular Sciences, Inc.*...........     60,000   $    705,000
    Owens & Minor, Inc. .............    335,000      5,757,813
                                                   ------------
                                                      6,462,813
                                                   ------------
METALS & MINING -- 1.9%
    Homestake Mining Co. ............    120,000        825,000
    Layne Christensen Co.*...........    113,000        508,500
    Material Sciences Corp.*.........    161,000      1,610,000
    Penn Virginia Corp. .............    120,000      2,955,000
                                                   ------------
                                                      5,898,500
                                                   ------------
OFFICE EQUIPMENT -- 4.1%
    Aaron Rents, Inc. Cl-A...........     49,900        779,688
    Aaron Rents, Inc. Cl-B...........    190,100      2,388,131
    CompX International, Inc. .......    165,000      3,351,563
    IDEX Corp. ......................    125,000      3,945,312
    McGrath Rentcorp.................    106,000      1,802,000
                                                   ------------
                                                     12,266,694
                                                   ------------
OIL & GAS -- 5.1%
    Chieftan International, Inc.*....    185,000      3,526,563
    Cross Timbers Oil Co. ...........    232,000      5,132,999
    Devon Energy Corp. ..............     40,000      2,247,500
    Forest Oil Corp.*................    290,000      4,621,875
                                                   ------------
                                                     15,528,937
                                                   ------------
PAPER & FOREST PRODUCTS -- 0.8%
    CSS Industries, Inc.*............     40,000        817,500
    Wausau-Mosinee Paper Corp. ......    170,000      1,455,625
                                                   ------------
                                                      2,273,125
                                                   ------------
PERSONAL SERVICES -- 1.5%
    Matthews International Corp.
      Cl-A...........................    161,000      4,669,000
                                                   ------------
PETROLEUM EXPLORATION & PRODUCTION -- 0.5%
    Companie Generale de Geophysique
      SA [ADR].......................    100,000      1,362,500
                                                   ------------
PHARMACEUTICALS -- 1.0%
    Bone Care International, Inc.*...     75,000      1,767,188
    Coulter Pharmaceutical, Inc.*....     60,000      1,230,000
                                                   ------------
                                                      2,997,188
                                                   ------------
REAL ESTATE -- 5.6%
    Apartment Investment & Management
      Co. Cl-A [REIT]................     50,000      2,162,500
    Glenborough Realty Trust, Inc.
      [REIT].........................    260,000      4,533,749
    Innkeepers USA Trust [REIT]......    220,000      2,007,500
    Pacific Gulf Properties, Inc.
      [REIT].........................    130,000      3,258,125
    Parkway Co. [REIT]...............     58,000      1,769,000
    Sun Communities, Inc. [REIT].....     95,000      3,176,563
                                                   ------------
                                                     16,907,437
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
RESTAURANTS -- 4.4%
    Consolidated Products, Inc.*.....    190,000   $  1,710,000
    RARE Hospitality International,
      Inc.*..........................    165,000      4,661,250
    Ruby Tuesday, Inc. ..............    545,000      6,846,563
                                                   ------------
                                                     13,217,813
                                                   ------------
RETAIL & MERCHANDISING -- 4.3%
    Bon-Ton Stores, Inc.*............    130,000        300,625
    Casey's General Stores, Inc. ....    245,000      2,541,875
    Fred's, Inc. ....................    153,000      2,754,000
    Goody's Family Clothing*.........    250,000      1,375,000
    Hancock Fabrics, Inc. ...........    190,000        807,500
    Jo-Ann Stores, Inc. Cl-B*........    122,000        930,250
    Stein Mart, Inc.*................    425,000      4,356,250
                                                   ------------
                                                     13,065,500
                                                   ------------
TRANSPORTATION -- 2.2%
    Hub Group, Inc. Cl-A*............    105,000      1,568,438
    Landstar Systems, Inc.*..........     87,000      5,181,937
                                                   ------------
                                                      6,750,375
                                                   ------------
UTILITIES -- 3.3%
    Black Hills Corp. ...............    160,000      3,610,000
    Cleco Corp. .....................    105,000      3,517,500
    United Water Resources, Inc. ....     70,000      2,441,250
    Vectran Corp.*...................     30,000        521,250
                                                   ------------
                                                     10,090,000
                                                   ------------
TOTAL COMMON STOCK (Cost
  $298,578,387)......................               291,600,631
                                                   ------------
PREFERRED STOCK -- 0.5%
    OIL & GAS
    Cross Timbers Oil Co. $1.5625
      Cl-A
    (Cost $1,188,022)................     33,000      1,551,000
                                                   ------------
<CAPTION>
                                          PAR
                                         (000)
                                       ---------
<S>                                    <C>         <C>
COMMERCIAL PAPER -- 1.3%
    UBS Finance, Inc.
      7.05%, 07/05/00
    (Cost $3,996,867)................  $   4,000      3,996,867
                                                   ------------
<CAPTION>
                                        SHARES
                                       ---------
<S>                                    <C>         <C>
SHORT-TERM INVESTMENTS -- 1.5%
    Temporary Investment Cash Fund
    (Cost $4,447,075)................  4,447,075      4,447,075
                                                   ------------
TOTAL INVESTMENTS -- 99.6%
  (Cost $308,210,351)................               301,595,573
OTHER ASSETS LESS
  LIABILITIES -- 0.4%................                 1,159,208
                                                   ------------
NET ASSETS -- 100.0%.................              $302,754,781
                                                   ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

** Closed-end fund.

See Notes to Financial Statements.


<PAGE>

AST MARSICO CAPITAL GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
COMMON STOCK -- 96.1%
ADVERTISING -- 1.0%
    Omnicom Group, Inc. ...........    213,277   $   18,994,983
                                                 --------------
AEROSPACE -- 3.2%
    General Dynamics Corp. ........    497,224       25,979,954
    General Motors Corp. Cl-H*.....    390,878       34,299,545
                                                 --------------
                                                     60,279,499
                                                 --------------
AUTOMOBILE MANUFACTURERS -- 1.0%
    Ford Motor Co. ................    458,158       19,700,794
                                                 --------------
AUTOMOTIVE PARTS -- 0.3%
    Delphi Automotive Systems
      Corp. .......................    342,332        5,028,001
    Visteon Corp.*.................     59,988          727,355
                                                 --------------
                                                      5,755,356
                                                 --------------
BEVERAGES -- 3.2%
    Anheuser-Busch Companies,
      Inc. ........................    341,766       25,525,648
    Coca-Cola Co. .................    339,310       19,489,118
    Coca-Cola Enterprises, Inc. ...    434,193        7,082,773
    Pepsi Bottling Group, Inc. ....    284,968        8,317,504
                                                 --------------
                                                     60,415,043
                                                 --------------
BROADCASTING -- 2.0%
    Clear Channel Communications,
      Inc.*........................    400,978       30,073,350
    UnitedGlobalCom, Inc. Cl-A*....    185,678        8,680,447
                                                 --------------
                                                     38,753,797
                                                 --------------
COMPUTER HARDWARE -- 5.6%
    EMC Corp.*.....................  1,378,554      106,062,498
                                                 --------------
COMPUTER SERVICES & SOFTWARE -- 13.3%
    Adobe Systems, Inc. ...........    342,166       44,481,580
    Cisco Systems, Inc.*...........    566,601       36,014,576
    Microsoft Corp.*...............    237,903       19,032,240
    Oracle Corp.*..................  1,127,853       94,810,142
    Sun Microsystems, Inc.*........    597,101       54,298,872
    Veritas Software Corp.*........     30,648        3,463,703
                                                 --------------
                                                    252,101,113
                                                 --------------
CONGLOMERATES -- 4.0%
    Corning, Inc. .................    280,061       75,581,462
                                                 --------------
CONSTRUCTION -- 0.2%
    M.D.C. Holdings, Inc. .........    165,770        3,087,466
                                                 --------------
CONSUMER PRODUCTS & SERVICES -- 0.2%
    Estee Lauder Companies, Inc.
      Cl-A.........................     94,698        4,681,632
                                                 --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 9.5%
    Agilent Technologies, Inc.*....    332,807       24,544,516
    Flextronics International
      Ltd.*........................    259,925       17,853,598
    General Electric Co. ..........  1,163,994       59,363,694
    Sony Corp. ....................    296,405       27,954,697
    Texas Instruments, Inc. .......    706,210       48,507,799
    The Titan Corp.*...............     61,789        2,765,058
                                                 --------------
                                                    180,989,362
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
ENERGY SERVICES -- 0.7%
    Halliburton Co. ...............    276,133   $   13,030,026
                                                 --------------
ENTERTAINMENT & LEISURE -- 2.8%
    Time Warner, Inc. .............    699,009       53,124,684
                                                 --------------
FINANCIAL-BANK & TRUST -- 0.7%
    Northern Trust Corp. ..........    219,523       14,282,715
                                                 --------------
FINANCIAL SERVICES -- 9.6%
    American Express Co. ..........    156,816        8,174,034
    Citigroup, Inc. ...............    984,629       59,323,897
    Fannie Mae.....................  1,128,893       58,914,103
    Morgan Stanley Dean Witter &
      Co. .........................    684,495       56,984,209
                                                 --------------
                                                    183,396,243
                                                 --------------
HOTELS & MOTELS -- 1.8%
    Four Seasons Hotels, Inc. .....    561,121       34,894,712
                                                 --------------
INTERNET SERVICES -- 2.1%
    America Online, Inc.*..........    763,882       40,294,776
                                                 --------------
OIL & GAS -- 3.7%
    BP Amoco PLC [ADR].............    636,425       35,997,789
    Schlumberger Ltd. .............    464,033       34,628,463
                                                 --------------
                                                     70,626,252
                                                 --------------
PAPER & FOREST PRODUCTS -- 1.0%
    Kimberly-Clark Corp. ..........    337,375       19,356,891
                                                 --------------
PHARMACEUTICALS -- 7.8%
    Genentech, Inc.*...............    615,743      105,907,796
    Priority Healthcare Corp.
      Cl-B*........................    585,336       43,497,782
                                                 --------------
                                                    149,405,578
                                                 --------------
RETAIL & MERCHANDISING -- 8.7%
    Costco Companies, Inc.*........    587,618       19,391,394
    Home Depot, Inc. ..............  1,074,682       53,666,932
    Tiffany & Co. .................    471,817       31,847,648
    Wal-Mart Stores, Inc. .........  1,070,490       61,686,986
                                                 --------------
                                                    166,592,960
                                                 --------------
SEMICONDUCTORS -- 3.1%
    Applied Materials, Inc.*.......    607,368       55,042,725
    Chartered Semiconductor
      Manufacturing [ADR]*.........     50,000        4,500,000
                                                 --------------
                                                     59,542,725
                                                 --------------
TELECOMMUNICATIONS -- 10.3%
    Comcast Corp. Cl-A*............    981,079       39,733,700
    Ericsson, (L.M.) Telephone Co.
      [ADR]........................    855,446       17,108,920
    Nortel Networks Corp. NY
      Reg.*........................    540,859       36,913,627
    SBC Communications, Inc. ......    212,513        9,191,187
    Sprint Corp. (PCS Group)*......    998,244       59,395,518
    Vodafone AirTouch PLC [ADR]....    812,645       33,673,977
                                                 --------------
                                                    196,016,929
                                                 --------------
</TABLE>


<PAGE>
AST MARSICO CAPITAL GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
TRANSPORTATION -- 0.3%
    United Parcel Service, Inc.
      Cl-B.........................    108,280   $    6,388,520
                                                 --------------
TOTAL COMMON STOCK
  (Cost $1,440,866,221)............               1,833,356,016
                                                 --------------
<CAPTION>
                                        PAR
                                       (000)
                                       -----
<S>                                  <C>         <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 3.9%
    Federal Home Loan Bank   6.48%,
      07/03/00
    (Cost $74,773,072).............  $  74,800       74,773,072
                                                 --------------
TOTAL INVESTMENTS -- 100.0%
  (Cost $1,515,639,293)............               1,908,129,088
OTHER ASSETS LESS
  LIABILITIES -- 0.0%..............                     445,347
                                                 --------------
NET ASSETS -- 100.0%...............              $1,908,574,435
                                                 ==============
</TABLE>

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

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST COHEN & STEERS REALTY PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
COMMON STOCK -- 95.8%
APARTMENT/RESIDENTIAL -- 18.9%
    Apartment Investment & Management
      Co. Cl-A [REIT].................     66,500   $ 2,876,125
    Archstone Communities Trust
      [REIT]..........................    142,000     3,274,875
    Avalonbay Communities, Inc.
      [REIT]..........................     75,900     3,168,825
    Equity Residential Properties
      Trust [REIT]....................     80,500     3,702,999
    Essex Property Trust, Inc.
      [REIT]..........................     31,900     1,339,800
    Smith, (Charles E.) Residential
      Realty, Inc. ...................     25,600       972,800
    United Dominion Realty Trust, Inc.
      [REIT] .........................    144,900     1,593,900
                                                    -----------
                                                     16,929,324
                                                    -----------
COMMUNITY CENTER -- 2.5%
    Kimco Realty Corp. [REIT].........     54,600     2,238,600
                                                    -----------
DIVERSIFIED -- 13.5%
    Brookfield Properties Corp........    178,300     2,364,626
    Cresent Real Estate Equities
      Co..............................    156,800     3,214,400
    Vornado Realty Trust [REIT].......    189,600     6,588,600
                                                    -----------
                                                     12,167,626
                                                    -----------
HEALTH CARE -- 5.7%
    Health Care Property Investors,
      Inc. [REIT].....................    118,300     3,223,675
    Nationwide Health Properties,
      Inc.............................    138,600     1,931,738
                                                    -----------
                                                      5,155,413
                                                    -----------
HEALTHCARE SERVICES -- 0.6%
    Manor Care, Inc.*.................     80,100       560,700
                                                    -----------
HOTELS & MOTELS -- 6.7%
    Host Marriott Corp. ..............    231,600     2,171,250
    MeriStar Hospitality Corp. .......     40,000       840,000
    Starwood Hotels & Resorts
      Worldwide, Inc. [REIT]..........     94,300     3,047,069
                                                    -----------
                                                      6,058,319
                                                    -----------
INDUSTRIAL -- 8.2%
    AMB Property Corp. [REIT].........    165,500     3,775,469
    First Industrial Realty Trust,
      Inc. [REIT].....................      5,600       165,200
    Prologis Trust [REIT].............    162,400     3,461,150
                                                    -----------
                                                      7,401,819
                                                    -----------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
INTERNET SERVICES -- 2.4%
    Frontline Capital Group*..........     99,600   $ 2,122,725
                                                    -----------
OFFICE -- 16.6%
    Arden Realty, Inc. [REIT].........    146,400     3,440,400
    Equity Office Properties Trust
      [REIT]..........................    151,200     4,167,450
    Highwoods Properties, Inc.
      [REIT]..........................     38,300       919,200
    Mack-Cali Realty Corp. [REIT].....    195,600     5,024,474
    SL Green Realty Corp. [REIT]......     50,600     1,353,550
                                                    -----------
                                                     14,905,074
                                                    -----------
OFFICE/INDUSTRIAL -- 9.6%
    Boston Properties, Inc. [REIT]....     77,800     2,970,988
    PS Business Parks, Inc. [REIT]....     33,800       811,200
    Reckson Associates Realty Corp.
      [REIT]..........................     67,500     1,603,125
    Spieker Properties, Inc. [REIT]...     69,700     3,293,325
                                                    -----------
                                                      8,678,638
                                                    -----------
REGIONAL MALL -- 11.1%
    General Growth Properties, Inc.
      [REIT]..........................     79,300     2,517,775
    Macerich Co. [REIT]...............     55,200     1,217,850
    Rouse Co. [REIT]..................     86,200     2,133,450
    Simon Property Group, Inc.
      [REIT]..........................     83,200     1,846,000
    Taubman Centers, Inc. [REIT]......     43,400       477,400
    Weingarten Realty Investors
      [REIT]..........................     44,000     1,776,500
                                                    -----------
                                                      9,968,975
                                                    -----------
TOTAL COMMON STOCK
  (Cost $85,432,507)..................               86,187,213
                                                    -----------
SHORT-TERM INVESTMENTS -- 2.4%
    Temporary Investment Cash Fund....  1,069,613     1,069,613
    Temporary Investment Fund.........  1,069,612     1,069,612
                                                    -----------
    (Cost $2,139,225).................                2,139,225
                                                    -----------
TOTAL INVESTMENTS -- 98.2%
  (Cost $87,571,732)..................               88,326,438
OTHER ASSETS LESS
  LIABILITIES -- 1.8%.................                1,659,416
                                                    -----------
NET ASSETS -- 100.0%..................              $89,985,854
                                                    ===========
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST LORD ABBETT SMALL CAP VALUE PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
COMMON STOCK -- 92.6%
AEROSPACE -- 2.6%
    AAR Corp. .......................    123,600   $  1,483,200
    Alliant Techsystems, Inc.*.......     25,000      1,685,938
                                                   ------------
                                                      3,169,138
                                                   ------------
AUTOMOBILE MANUFACTURERS -- 2.5%
    Oshkosh Truck Corp. .............     85,000      3,038,750
                                                   ------------
AUTOMOTIVE PARTS -- 2.3%
    American Axle & Manufacturing
      Holdings, Inc.*................     45,000        638,438
    Superior Industries
      International, Inc.............     85,000      2,188,750
                                                   ------------
                                                      2,827,188
                                                   ------------
BEVERAGES -- 1.5%
    Robert Mondavi Corp. Cl-A*.......     62,500      1,917,969
                                                   ------------
BROADCASTING -- 0.3%
    Salem Communications Corp.
      Cl-A*..........................     45,700        424,153
                                                   ------------
BUILDING MATERIALS -- 3.6%
    American Woodmark Corp. .........     13,000        266,500
    Florida Rock Industries, Inc. ...     23,000        819,375
    Hughes Supply, Inc. .............     65,000      1,283,750
    Simpson Manufacturing Co.,
      Inc.*..........................     45,000      2,151,563
                                                   ------------
                                                      4,521,188
                                                   ------------
BUSINESS SERVICES -- 2.4%
    American Management Systems,
      Inc.*..........................     52,000      1,707,063
    Baker, (Michael) Corp.*..........     40,000        260,000
    CIBER, Inc.*.....................     75,000        993,750
                                                   ------------
                                                      2,960,813
                                                   ------------
CHEMICALS -- 1.5%
    Fuller, (H.B.) Co. ..............     41,000      1,868,063
                                                   ------------
CLOTHING & APPAREL -- 3.1%
    AnnTaylor Stores Corp.*..........     36,700      1,215,688
    Cutter & Buck, Inc.*.............     42,900        340,519
    Pacific Sunwear of California,
      Inc.*..........................     50,000        937,500
    Phillips-Van Heusen Corp.........    145,000      1,377,499
                                                   ------------
                                                      3,871,206
                                                   ------------
COMPUTER HARDWARE -- 0.4%
    Analogic Corp. ..................     10,900        436,000
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 6.3%
    Analysts International Corp. ....     38,700        360,394
    Datastream Systems, Inc.*........    145,400      1,817,499
    Kronos, Inc.*....................     44,500      1,157,000
    Metro Information Services,
      Inc.*..........................     38,000        380,000
    Micros Systems, Inc.*............     46,200        857,588
    Systems & Computer Technology
      Corp.*.........................    165,000      3,299,999
                                                   ------------
                                                      7,872,480
                                                   ------------
CONSTRUCTION -- 0.8%
    Granite Construction, Inc........     40,000        980,000
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
CONSUMER PRODUCTS & SERVICES -- 1.2%
    Church and Dwight Co., Inc.......     80,000   $  1,440,000
                                                   ------------
CONTAINERS & PACKAGING -- 1.9%
    Ivex Packaging Corp.*............    215,000      2,391,875
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 12.8%
    Anixter International, Inc.*.....     22,600        598,900
    Kent Electronics Corp.*..........     85,000      2,534,063
    Moog, Inc. Cl-A*.................     75,900      2,001,863
    Rogers Corp.*....................    140,000      4,899,999
    Sensormatic Electronics Corp.*...    220,000      3,478,749
    Teleflex, Inc....................     35,000      1,297,188
    Woodhead Industries, Inc.........     60,900      1,111,425
                                                   ------------
                                                     15,922,187
                                                   ------------
FINANCIAL-BANK & TRUST -- 2.7%
    Doral Financial Corp.............    180,000      2,058,749
    East West Bancorp, Inc...........     62,900        904,188
    UCBH Holdings, Inc...............     14,600        389,638
                                                   ------------
                                                      3,352,575
                                                   ------------
FINANCIAL SERVICES -- 1.3%
    Financial Federal Corp.*.........     90,000      1,563,750
                                                   ------------
FOOD -- 3.9%
    Dreyer's Grand Ice Cream, Inc....    134,400      2,822,400
    Smithfield Foods, Inc.*..........     70,000      1,964,375
                                                   ------------
                                                      4,786,775
                                                   ------------
FURNITURE -- 0.8%
    Furniture Brands International,
      Inc.*..........................     65,000        983,125
                                                   ------------
INDUSTRIAL PRODUCTS -- 4.9%
    Carlisle Companies, Inc..........     65,000      2,925,000
    Lydall, Inc.*....................     61,400        652,375
    MSC Industrial Direct Co.,
      Inc.*..........................     65,000      1,360,938
    Robbins & Myers, Inc.............     50,000      1,140,625
                                                   ------------
                                                      6,078,938
                                                   ------------
MACHINERY & EQUIPMENT -- 11.0%
    Astec Industries, Inc.*..........     11,600        294,350
    BEI Technologies, Inc............     70,500      1,802,156
    Gardner Denver, Inc.*............     49,700        888,388
    National-Oilwell, Inc.*..........    120,000      3,944,999
    Nordson Corp.....................     30,200      1,528,875
    Precision Castparts Corp.........     42,000      1,900,499
    SPS Technologies, Inc.*..........     43,000      1,765,688
    Universal Compression Holdings,
      Inc.*..........................     47,700      1,597,950
                                                   ------------
                                                     13,722,905
                                                   ------------
MEDICAL SUPPLIES & EQUIPMENT -- 5.1%
    ICU Medical, Inc.*...............     53,000      1,431,000
    Invacare Corp....................    120,000      3,150,000
    Mentor Corp......................     62,800      1,707,375
                                                   ------------
                                                      6,288,375
                                                   ------------
</TABLE>


<PAGE>
AST LORD ABBETT SMALL CAP VALUE PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
METALS & MINING -- 1.7%
    Carpenter Technology Corp........     36,000   $    760,500
    RTI International Metals,
      Inc.*..........................     40,000        455,000
    Shaw Group, Inc.*................     18,300        862,388
                                                   ------------
                                                      2,077,888
                                                   ------------
OIL & GAS -- 7.1%
    Basin Exploration, Inc.*.........     95,000      1,698,125
    Forest Oil Corp.*................     65,000      1,035,938
    Helmerich & Payne, Inc...........    100,300      3,560,649
    Marine Drilling Co., Inc.*.......     68,400      1,825,425
    Oceaneering International,
      Inc.*..........................     40,000        760,000
                                                   ------------
                                                      8,880,137
                                                   ------------
PHARMACEUTICALS -- 1.0%
    ChiRex, Inc.*....................     59,300      1,186,000
                                                   ------------
PRINTING & PUBLISHING -- 4.5%
    Houghton Mifflin Co.*............     32,000      1,494,000
    Scholastic Corp.*................     67,200      4,107,600
                                                   ------------
                                                      5,601,600
                                                   ------------
RESTAURANTS -- 0.5%
    BUCA, Inc.*......................     37,600        587,500
                                                   ------------
RETAIL & MERCHANDISING -- 2.5%
    Coldwater Creek, Inc.*...........     42,100      1,268,263
    Good Guys, Inc.*.................    131,900        478,138
    Shopko Stores, Inc.*.............     85,000      1,306,874
                                                   ------------
                                                      3,053,275
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
TELECOMMUNICATIONS -- 1.3%
    Commscope, Inc.*.................     39,600   $  1,623,600
                                                   ------------
TRANSPORTATION -- 1.1%
    Heartland Express, Inc.*.........     28,100        468,919
    Swift Transportation Co.,
      Inc.*..........................     60,200        842,800
                                                   ------------
                                                      1,311,719
                                                   ------------
TOTAL COMMON STOCK
  (Cost $99,388,550).................               114,739,172
                                                   ------------
SHORT-TERM INVESTMENTS -- 7.7%
    Temporary Investment Cash Fund...  4,743,118      4,743,118
    Temporary Investment Fund........  4,743,117      4,743,117
                                                   ------------
    (Cost $9,486,235)................                 9,486,235
                                                   ------------
TOTAL INVESTMENTS -- 100.3%
  (Cost $108,874,785)................               124,225,407
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.3%)...................                  (347,031)
                                                   ------------
NET ASSETS -- 100.0%.................              $123,878,376
                                                   ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST SANFORD BERNSTEIN MANAGED INDEX 500 PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
COMMON STOCK -- 98.0%
AEROSPACE -- 1.2%
    Boeing Co. ......................    125,800   $  5,260,013
    Honeywell International, Inc. ...     44,800      1,509,200
    Northrop Grumman Corp. ..........     31,600      2,093,500
                                                   ------------
                                                      8,862,713
                                                   ------------
AIRLINES -- 0.1%
    AMR Corp.*.......................     38,596      1,020,382
                                                   ------------
AUTOMOBILE MANUFACTURERS -- 0.8%
    Ford Motor Co. ..................     89,700      3,857,100
    General Motors Corp. ............     38,582      2,240,167
                                                   ------------
                                                      6,097,267
                                                   ------------
AUTOMOTIVE PARTS -- 0.3%
    Genuine Parts Co. ...............     60,119      1,202,380
    Goodyear Tire & Rubber Co. ......     35,700        714,000
    Visteon Corp.*...................     11,745        142,404
                                                   ------------
                                                      2,058,784
                                                   ------------
BEVERAGES -- 0.9%
    Anheuser-Busch Companies,
      Inc. ..........................     10,700        799,156
    Coca-Cola Co. ...................     68,500      3,934,469
    PepsiCo, Inc. ...................     44,100      1,959,694
                                                   ------------
                                                      6,693,319
                                                   ------------
CHEMICALS -- 1.5%
    Dow Chemical Co. ................    145,500      4,392,281
    Eastman Chemical Co. ............     89,800      4,287,950
    Union Carbide Corp. .............     46,400      2,296,800
                                                   ------------
                                                     10,977,031
                                                   ------------
CLOTHING & APPAREL -- 0.3%
    V.F. Corp. ......................     95,375      2,283,039
                                                   ------------
COMPUTER HARDWARE -- 6.9%
    Apple Computer, Inc.*............     55,600      2,912,050
    Compaq Computer Corp. ...........    120,400      3,077,725
    Dell Computer Corp.*.............    138,000      6,805,125
    EMC Corp.*.......................    135,800     10,448,113
    Gateway, Inc.*...................     56,900      3,229,075
    Hewlett-Packard Co...............     95,200     11,888,100
    International Business Machines
      Corp...........................     88,000      9,641,500
    Seagate Technology, Inc.*........     33,800      1,859,000
                                                   ------------
                                                     49,860,688
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 11.0%
    Autodesk, Inc. ..................     53,700      1,862,719
    Cisco Systems, Inc.*.............    416,000     26,441,999
    Computer Associates
      International, Inc. ...........     60,400      3,091,725
    Computer Sciences Corp.*.........     10,100        754,344
    Microsoft Corp.*.................    248,600     19,887,999
    Oracle Corp.*....................    172,800     14,526,000
    Sun Microsystems, Inc.*..........    111,400     10,130,438
    Veritas Software Corp.*..........     19,100      2,158,598
                                                   ------------
                                                     78,853,822
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
CONGLOMERATES -- 2.6%
    Corning, Inc. ...................     11,700   $  3,157,538
    Minnesota Mining & Manufacturing
      Co. ...........................     49,000      4,042,500
    Philip Morris Companies, Inc. ...    295,700      7,854,530
    Tyco International Ltd. .........     75,500      3,576,813
                                                   ------------
                                                     18,631,381
                                                   ------------
CONSUMER PRODUCTS & SERVICES -- 0.4%
    Procter & Gamble Co. ............     19,700      1,127,825
    Whirlpool Corp. .................     42,500      1,981,563
                                                   ------------
                                                      3,109,388
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 6.2%
    General Electric Co. ............    596,600     30,426,600
    KLA-Tencor Corp.*................     40,000      2,342,500
    Tektronix, Inc. .................      8,500        618,375
    Teradyne, Inc.*..................     24,500      1,800,750
    Texas Instruments, Inc. .........    139,600      9,588,775
                                                   ------------
                                                     44,777,000
                                                   ------------
ENTERTAINMENT & LEISURE -- 2.8%
    Disney, (Walt) Co. ..............    154,900      6,012,056
    Time Warner, Inc. ...............     66,400      5,046,400
    Viacom, Inc. Cl-B*...............    140,200      9,559,888
                                                   ------------
                                                     20,618,344
                                                   ------------
EQUIPMENT SERVICES -- 0.1%
    Polaroid Corp.*..................     55,000        993,438
                                                   ------------
FINANCIAL-BANK & TRUST -- 3.5%
    Bank of America Corp. ...........    165,700      7,125,099
    Bank One Corp. ..................    158,200      4,202,188
    Chase Manhattan Corp. ...........     23,400      1,077,863
    First Union Corp. ...............    174,100      4,319,856
    KeyCorp..........................     61,600      1,085,700
    MBNA Corp. ......................     30,600        830,025
    Morgan, (J.P.) & Co., Inc. ......     30,000      3,303,750
    National City Corp. .............    144,700      2,468,944
    Union Planters Corp. ............     39,800      1,111,913
                                                   ------------
                                                     25,525,338
                                                   ------------
FINANCIAL SERVICES -- 7.9%
    American Express Co. ............     91,500      4,769,438
    Citigroup, Inc. .................    251,700     15,164,924
    Fannie Mae.......................     81,900      4,274,156
    Fleet Financial Group, Inc. .....    151,100      5,137,400
    Freddie Mac......................     26,600      1,077,300
    Golden West Financial Corp. .....     70,700      2,885,444
    Lehman Brothers Holdings,
      Inc. ..........................     56,600      5,352,238
    MBIA, Inc. ......................     15,600        751,725
    Merrill Lynch & Co., Inc. .......     65,400      7,521,000
    Morgan Stanley Dean Witter &
      Co. ...........................     65,800      5,477,850
    Paine Webber Group, Inc. ........     11,600        527,800
    Wells Fargo & Co. ...............    118,600      4,595,750
                                                   ------------
                                                     57,535,025
                                                   ------------
</TABLE>


<PAGE>
AST SANFORD BERNSTEIN MANAGED INDEX 500 PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
FOOD -- 1.6%
    Archer Daniels Midland Co. ......    383,500   $  3,763,093
    ConAgra, Inc. ...................    125,000      2,382,813
    Great Atlantic & Pacific Tea Co.,
      Inc. ..........................     85,700      1,424,763
    Heinz, (H.J.) Co. ...............     37,800      1,653,750
    Supervalu, Inc. .................    126,900      2,419,031
                                                   ------------
                                                     11,643,450
                                                   ------------
HEALTHCARE SERVICES -- 0.7%
    Amgen, Inc.*.....................     67,200      4,720,800
                                                   ------------
INSURANCE -- 2.5%
    Aetna, Inc. .....................     49,100      3,151,606
    American General Corp. ..........      9,100        555,100
    American International Group,
      Inc. ..........................     64,300      7,555,251
    Chubb Corp. .....................     34,900      2,146,350
    MGIC Investment Corp. ...........     35,600      1,619,800
    St. Paul Companies, Inc. ........     89,035      3,038,319
                                                   ------------
                                                     18,066,426
                                                   ------------
INTERNET SERVICES -- 1.0%
    America Online, Inc.*............     72,000      3,798,000
    Yahoo!, Inc.*....................     27,600      3,418,950
                                                   ------------
                                                      7,216,950
                                                   ------------
MACHINERY & EQUIPMENT -- 0.5%
    Black & Decker Corp. ............     43,000      1,690,438
    Deere & Co. .....................     52,900      1,957,300
                                                   ------------
                                                      3,647,738
                                                   ------------
MEDICAL SUPPLIES & EQUIPMENT -- 2.2%
    Abbott Laboratories..............    149,400      6,657,638
    Johnson & Johnson Co. ...........     72,800      7,416,499
    Medtronic, Inc. .................     43,800      2,181,788
                                                   ------------
                                                     16,255,925
                                                   ------------
METALS & MINING -- 0.2%
    Alcan Aluminum Ltd. .............     30,500        945,500
    Alcoa, Inc. .....................     15,200        440,800
                                                   ------------
                                                      1,386,300
                                                   ------------
OIL & GAS -- 9.0%
    Amerada Hess Corp. ..............     61,000      3,766,750
    Ashland, Inc. ...................     85,100      2,983,819
    Chevron Corp. ...................     75,300      6,386,380
    Conoco, Inc. Cl-B*...............    165,300      4,060,181
    Exxon Mobil Corp. ...............    218,200     17,142,337
    Kerr-McGee Corp. ................     72,200      4,255,288
    Occidental Petroleum Corp. ......    184,600      3,888,138
    Phillips Petroleum Co. ..........     85,400      4,328,713
    Royal Dutch Petroleum Co. .......    121,400      7,473,687
    Sunoco, Inc. ....................    125,000      3,679,688
    Texaco, Inc. ....................    100,400      5,346,300
    Tosco Corp. .....................     65,500      1,874,938
                                                   ------------
                                                     65,186,219
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
PAPER & FOREST PRODUCTS -- 0.6%
    International Paper Co. .........     43,855   $  1,307,427
    Westvaco Corp. ..................    135,200      3,354,650
                                                   ------------
                                                      4,662,077
                                                   ------------
PHARMACEUTICALS -- 9.0%
    American Home Products Corp. ....     57,900      3,401,625
    Bristol-Meyers Squibb Co. .......    127,800      7,444,350
    Lilly, (Eli) & Co. ..............     84,400      8,429,450
    Merck & Co., Inc. ...............    174,700     13,386,387
    Pfizer, Inc. ....................    523,550     25,130,399
    Pharmacia Corp. .................     89,800      4,641,538
    Schering-Plough Corp. ...........     59,300      2,994,650
                                                   ------------
                                                     65,428,399
                                                   ------------
PRINTING & PUBLISHING -- 0.4%
    Dow Jones & Co., Inc. ...........     36,600      2,680,950
                                                   ------------
RAILROADS -- 0.3%
    Norfolk Southern Corp. ..........    135,900      2,021,513
    Union Pacific Corp. .............     13,600        505,750
                                                   ------------
                                                      2,527,263
                                                   ------------
RETAIL & MERCHANDISING -- 4.0%
    Dillard's, Inc. Cl-A.............     95,900      1,174,775
    Federated Department Stores,
      Inc.*..........................     66,900      2,257,875
    Home Depot, Inc. ................    134,200      6,701,613
    May Department Stores Co. .......     47,600      1,142,400
    Sears, Roebuck & Co. ............    116,900      3,813,863
    Wal-Mart Stores, Inc. ...........    239,900     13,824,237
                                                   ------------
                                                     28,914,763
                                                   ------------
SEMICONDUCTORS -- 6.1%
    Advanced Micro Devices, Inc.*....     32,400      2,502,900
    Applied Materials, Inc.*.........     68,800      6,235,000
    Intel Corp. .....................    225,400     30,133,162
    LSI Logic Corp.*.................     41,300      2,235,363
    Micron Technology, Inc.*.........     33,500      2,950,094
                                                   ------------
                                                     44,056,519
                                                   ------------
TELECOMMUNICATIONS -- 9.7%
    Andrew Corp.*....................     57,100      1,916,419
    AT&T Corp. ......................    160,700      5,082,138
    Bell Atlantic Corp.*.............    113,100      5,746,894
    BellSouth Corp. .................     59,000      2,514,875
    GTE Corp. .......................    119,800      7,457,549
    Lucent Technologies, Inc. .......    147,500      8,739,374
    Motorola, Inc. ..................    162,271      4,716,001
    Nortel Networks Corp. NY Reg.*...    187,600     12,803,699
    QUALCOMM, Inc.*..................     65,500      3,930,000
    SBC Communications, Inc. ........    112,300      4,856,975
    Scientific-Atlanta, Inc. ........     11,700        871,650
    Sprint Corp. (FON Group).........     25,700      1,310,700
    U.S. West, Inc. .................     79,700      6,834,275
    WorldCom, Inc.*..................     85,700      3,931,488
                                                   ------------
                                                     70,712,037
                                                   ------------
TRANSPORTATION -- 0.2%
    CSX Corp. .......................     61,200      1,296,675
                                                   ------------
</TABLE>


<PAGE>
AST SANFORD BERNSTEIN MANAGED INDEX 500 PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
UTILITIES -- 3.5%
    AES Corp.*.......................     72,800   $  3,321,500
    Ameren Corp. ....................    103,900      3,506,625
    American Electric Power Co.,
      Inc. ..........................    162,160      4,803,989
    Cinergy Corp. ...................      3,600         91,575
    FirstEnergy Corp. ...............     50,000      1,168,750
    GPU, Inc. .......................    120,200      3,252,913
    New Century Energies, Inc. ......    108,900      3,341,869
    PG&E Corp. ......................    148,129      3,647,677
    Southern Co. ....................    112,100      2,613,331
                                                   ------------
                                                     25,748,229
                                                   ------------
TOTAL COMMON STOCK
  (Cost $687,938,259)................               712,047,679
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
SHORT-TERM INVESTMENTS -- 1.7%
    Temporary Investment Cash Fund...  6,025,141   $  6,025,141
    Temporary Investment Fund........  6,025,140      6,025,140
                                                   ------------
    (Cost $12,050,281)...............                12,050,281
                                                   ------------
TOTAL INVESTMENTS -- 99.7%
  (Cost $699,988,540)................               724,097,960
OTHER ASSETS LESS
  LIABILITIES -- 0.3%................                 1,816,504
                                                   ------------
NET ASSETS -- 100.0%.................              $725,914,464
                                                   ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST KEMPER SMALL-CAP GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
COMMON STOCK -- 95.2%
AEROSPACE -- 0.3%
    Remec, Inc.*...................     76,400   $    3,199,250
                                                 --------------
AUTOMOTIVE PARTS -- 1.2%
    Copart, Inc.*..................    795,400       12,726,400
                                                 --------------
BROADCASTING -- 0.7%
    Cumulus Media, Inc.*...........    858,900        7,837,463
                                                 --------------
BUILDING MATERIALS -- 2.7%
    Simpson Manufacturing Co.,
      Inc.*........................    115,200        5,508,000
    Trex Co., Inc.*................    467,100       23,355,000
                                                 --------------
                                                     28,863,000
                                                 --------------
BUSINESS SERVICES -- 5.4%
    AnswerThink Consulting Group,
      Inc.*........................    357,300        5,940,113
    Digital Courier Technologies,
      Inc.*........................    993,200        6,331,650
    ITXC Corp.*....................     67,300        2,382,841
    Korn/Ferry International*......    345,200       10,960,100
    Micromuse, Inc.*...............    137,400       22,737,552
    Newgen Results Corp.*..........    306,800        5,062,200
    RSA Security, Inc.*............     68,600        4,750,550
                                                 --------------
                                                     58,165,006
                                                 --------------
CHEMICALS -- 1.4%
    Cabot Microelectronics
      Corp.*.......................    325,400       14,887,050
                                                 --------------
CLOTHING & APPAREL -- 2.1%
    David's Bridal, Inc.*..........    296,300        3,425,969
    Gildan Activewear, Inc.
      Cl-A*........................    405,200       14,891,099
    Pacific Sunwear of California,
      Inc.*........................    218,350        4,094,063
                                                 --------------
                                                     22,411,131
                                                 --------------
COMPUTER HARDWARE -- 5.0%
    Cobalt Networks, Inc.*.........    272,700       15,782,513
    Mercury Computer Systems,
      Inc.*........................    238,300        7,700,069
    Silicon Storage Technology,
      Inc.*........................    347,100       30,653,268
                                                 --------------
                                                     54,135,850
                                                 --------------
COMPUTER SERVICES & SOFTWARE -- 20.9%
    Advent Software, Inc.*.........    341,400       22,020,300
    Braun Consulting, Inc.*........    359,000        7,583,875
    Brooks Automation, Inc.*.......    188,400       12,045,825
    BSQUARE Corp.*.................    571,800       12,829,763
    Information Architects
      Corp.*.......................    653,500        4,533,656
    ISS Group, Inc.*...............    315,600       31,160,568
    Mercator Software, Inc.*.......    401,800       27,623,749
    Mercury Interactive Corp.*.....    283,600       27,438,300
    National Computer Systems,
      Inc. ........................    184,500        9,086,625
    National Information
      Consortium, Inc. ............  1,090,200       12,401,025
    Numerical Technologies,
      Inc.*........................     43,000        2,090,875
    Pinnacle Systems, Inc.*........  1,182,900       26,596,767
    Precise Software Solutions
      Ltd.*........................      8,400          201,600
    Quintus Corp.*.................    493,300        9,796,630
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
    Radisys Corp.*.................    227,700   $   12,921,975
    Viador, Inc.*..................    598,500        9,501,188
                                                 --------------
                                                    227,832,721
                                                 --------------
CONSUMER PRODUCTS & SERVICES -- 2.0%
    JAKKS Pacific, Inc.*...........    462,700        6,824,825
    Rent-A-Center, Inc.*...........    470,700       10,590,750
    Steiner Leisure Ltd.*..........    175,700        3,975,213
                                                 --------------
                                                     21,390,788
                                                 --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 6.9%
    Burr-Brown Corp.*..............    214,950       18,633,478
    Power-One, Inc.*...............    414,750       47,255,578
    SonoSight, Inc.*...............    315,500        9,090,344
                                                 --------------
                                                     74,979,400
                                                 --------------
FINANCIAL-BANK & TRUST -- 1.0%
    Hudson United Bankcorp.........    493,700       11,077,394
                                                 --------------
FINANCIAL SERVICES -- 0.7%
    Multex.com, Inc.*..............    311,200        7,838,350
                                                 --------------
FOOD -- 2.0%
    Hain Celestial Group, Inc.*....    423,505       15,537,339
    Wild Oats Markets, Inc.*.......    474,300        5,958,394
                                                 --------------
                                                     21,495,733
                                                 --------------
FURNITURE -- 1.0%
    Cost Plus, Inc.*...............    394,600       11,320,088
                                                 --------------
HEALTHCARE SERVICES -- 3.0%
    Albany Molecular Research,
      Inc.*........................    246,500       13,418,844
    Gene Logic, Inc.*..............    293,600       10,477,850
    MedQuist, Inc.*................    244,700        8,319,800
                                                 --------------
                                                     32,216,494
                                                 --------------
INTERNET SERVICES -- 3.3%
    Firstworld Communications,
      Inc.*........................    286,800        3,011,400
    Netopia, Inc.*.................    179,200        7,212,800
    Vicinity Corp.*................    204,700        4,017,238
    VocalTec Communications
      Ltd.*........................    313,900        7,219,700
    Watchguard Technologies,
      Inc.*........................    257,100       14,124,431
                                                 --------------
                                                     35,585,569
                                                 --------------
MACHINERY & EQUIPMENT -- 3.4%
    Asyst Technologies, Inc.*......     90,100        3,085,925
    National-Oilwell, Inc.*........    353,900       11,634,463
    SpeedFam-IPEC, Inc.*...........    473,000        8,602,688
    Universal Compression Holdings,
      Inc.*........................    409,400       13,714,899
                                                 --------------
                                                     37,037,975
                                                 --------------
MEDICAL SUPPLIES & EQUIPMENT -- 2.5%
    Aclara Biosciences, Inc.*......    123,100        6,270,406
    Charles River Laboratories
      International, Inc.*.........    263,600        5,848,625
    Cytyc Corp.*...................    273,800       14,614,075
                                                 --------------
                                                     26,733,106
                                                 --------------
</TABLE>


<PAGE>
AST KEMPER SMALL-CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
OIL & GAS -- 6.9%
    3Tec Energy Corp.*.............    299,000   $    2,990,000
    Barrett Resources Corp.*.......    358,600       10,914,888
    Key Production Co., Inc.*......    807,800       14,843,325
    Newfield Exploration Co.*......    206,500        8,079,313
    Precision Drilling Corp.*......    295,200       11,402,100
    Stone Energy Corp.*............    268,700       16,054,824
    Swift Energy Co.*..............    400,000       11,350,000
                                                 --------------
                                                     75,634,450
                                                 --------------
PERSONAL SERVICES -- 0.1%
    Cornell Corrections, Inc.*.....     87,900          703,200
                                                 --------------
PHARMACEUTICALS -- 3.7%
    Alexion Pharmaceuticals,
      Inc.*........................    305,400       21,836,100
    QLT PhotoTherapeutics, Inc.*...    231,900       17,928,769
                                                 --------------
                                                     39,764,869
                                                 --------------
REAL ESTATE -- 0.5%
    Costar Group, Inc.*............    215,000        5,388,438
                                                 --------------
RESTAURANTS -- 0.5%
    The Cheesecake Factory,
      Inc.*........................    186,700        5,134,250
                                                 --------------
RETAIL & MERCHANDISING -- 0.9%
    Duane Reade, Inc.*.............    362,500        9,334,375
                                                 --------------
SCIENCE & TECHNOLOGY -- 1.1%
    Molecular Devices Corp.*.......    165,700       11,464,369
                                                 --------------
SEMICONDUCTORS -- 5.0%
    Alpha Industries, Inc.*........    282,500       12,447,656
    ATMI, Inc.*....................    273,700       12,727,050
    Pixelworks, Inc.*..............     41,200          937,300
    Silicon Image, Inc.*...........    168,600        8,408,925
    Therma-Wave, Inc.*.............    289,500        6,459,469
    TranSwitch Corp.*..............    170,775       13,181,695
                                                 --------------
                                                     54,162,095
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
TELECOMMUNICATIONS -- 11.0%
    ANTEC Corp.*...................    510,800   $   21,230,124
    Com21, Inc.*...................    341,700        8,542,500
    Insight Communications Co.,
      Inc.*........................    664,900       10,389,063
    Lightbridge, Inc.*.............    548,100       13,085,888
    Polycom, Inc.*.................    282,400       26,572,074
    Proxim, Inc.*..................     46,400        4,592,150
    Research in Motion Ltd.*.......    221,100       10,004,775
    SBA Communications Corp.*......    238,000       12,361,125
    Spectrasite Holdings, Inc.*....    494,300       14,025,763
                                                 --------------
                                                    120,803,462
                                                 --------------
TOTAL COMMON STOCK
  (Cost $803,936,651)..............               1,032,122,276
                                                 --------------
<CAPTION>
                                        PAR
                                       (000)
                                       -----
<S>                                  <C>         <C>
COMMERCIAL PAPER -- 4.8%
    Countrywide Home Loans, Inc.
      6.88%, 07/06/00..............  $   9,500        9,490,922
      6.90%, 07/07/00..............      8,000        7,990,800
    CSW Credit, Inc.
      6.72%, 07/10/00..............     11,500       11,480,680
    Ford Motor Credit Corp.
      6.60%, 07/11/00..............     11,500       11,478,917
    Renaissance Energy Co.
      6.90%, 07/05/00..............     12,000       11,990,800
                                                 --------------
    (Cost $52,432,119).............                  52,432,119
                                                 --------------
TOTAL INVESTMENTS -- 100.0%
  (Cost $856,368,770)..............               1,084,554,395
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- 0.0%...................                    (235,814)
                                                 --------------
NET ASSETS -- 100.0%...............              $1,084,318,581
                                                 ==============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST MFS GLOBAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           SHARES       VALUE
                                           ------       -----
<S>                                       <C>        <C>
FOREIGN STOCK -- 53.4%
AUSTRALIA -- 1.7%
    Publishing & Broadcasting Ltd. .....    7,050    $    54,394
    QBE Insurance Group Ltd. ...........   30,330        148,840
                                                     -----------
                                                         203,234
                                                     -----------
CANADA -- 1.7%
    Anderson Exploration Ltd.*..........    3,710         67,606
    AT&T Canada, Inc.*..................      950         31,738
    BCE, Inc. ..........................    2,260         53,920
    Nortel Networks Corp. ..............      794         55,544
                                                     -----------
                                                         208,808
                                                     -----------
FINLAND -- 1.6%
    Helsingin Puhelin Oyj...............    1,920        188,834
    Tecnomen Oyj*.......................      270          2,200
                                                     -----------
                                                         191,034
                                                     -----------
FRANCE -- 6.8%
    Aventis SA..........................      970         71,086
    Banque National de Paris............    1,080        104,356
    Bouygues SA.........................      200        134,201
    Castorama Dubois....................       91         22,593
    Compagnie Francaise d'Etudes et de
      Construction Technip*.............      755         91,697
    Sanofi SA...........................    3,000        143,500
    Societe Television Francaise........      563         39,397
    Total Fina SA Cl-B*.................      800        123,160
    Vivendi.............................    1,140        101,029
                                                     -----------
                                                         831,019
                                                     -----------
GERMANY -- 2.7%
    Pharmacia Corp. ....................    2,340        120,949
    ProSieben Media AG Pfd. ............    1,780        213,286
                                                     -----------
                                                         334,235
                                                     -----------
GREECE -- 0.2%
    Antenna TV SA [ADR]*................    1,578         24,459
                                                     -----------
HONG KONG -- 0.0%
    China Unicom Ltd. [ADR]*............      170          3,613
                                                     -----------
ISRAEL -- 0.2%
    Partner Communications Co. Ltd.
      [ADR]*............................    2,130         20,235
                                                     -----------
ITALY -- 0.9%
    Telecom Italia Mobile SPA...........   21,010        106,138
                                                     -----------
JAPAN -- 12.0%
    Canon, Inc. ........................    4,000        199,619
    Chugai Pharmaceutical Co. Ltd. .....    9,000        170,555
    Fast Retailing Co. Ltd. ............      300        125,896
    Fuji Heavy Industries Ltd. .........    8,000         58,222
    Fujitsu Ltd.*.......................    3,000        104,063
    Hitachi Ltd. .......................   14,000        202,455
    Mitsubishi Electric Corp.*..........    6,000         65,103
    Mitsubishi Motors Corp. ............   11,000         47,098
    Nippon Telegraph & Telephone
      Corp. ............................        7         93,288
    NTT Mobile Communication Network,
      Inc. .............................        9        244,135
</TABLE>

<TABLE>
<CAPTION>
                                           SHARES       VALUE
                                           ------       -----
<S>                                       <C>        <C>
    Sony Corp. .........................      400    $    37,429
    Tokyo Broadcasting System, Inc. ....    2,000         86,577
    Toshiba Corp. ......................    3,000         33,941
                                                     -----------
                                                       1,468,381
                                                     -----------
MEXICO -- 0.5%
    Grupo Televisa SA [GDR].............      970         66,869
                                                     -----------
NETHERLANDS -- 6.2%
    AKZO Nobel NV.......................    4,580        195,371
    Completel Europe NV*................       40            498
    ING Groep NV........................    1,870        126,913
    Koninklijke (Royal) Philips
      Electronics NV....................    2,940        139,222
    KPN NV..............................    2,940        132,035
    Libertel NV*........................    2,390         36,542
    Royal Dutch Petroleum Co. ..........    2,000        124,808
                                                     -----------
                                                         755,389
                                                     -----------
NORWAY -- 0.5%
    Schibsted ASA.......................    2,100         39,064
    Sparebanken NOR.....................      780         17,567
                                                     -----------
                                                          56,631
                                                     -----------
PORTUGAL -- 0.4%
    Telecel-Comunicacoes Pessoais SA....    3,560         54,260
                                                     -----------
SINGAPORE -- 1.7%
    OverSea-Chinese Banking Corp.
      Ltd. .............................   10,000         68,827
    Overseas Union Bank Ltd. ...........   25,000         96,878
    Singapore Press Holdings Ltd. ......    3,000         46,848
                                                     -----------
                                                         212,553
                                                     -----------
SPAIN -- 0.6%
    Repsol SA...........................    3,560         71,152
                                                     -----------
SWEDEN -- 2.1%
    Netcom AB Cl-B......................      865         64,204
    Saab AB*............................   22,030        185,871
    Tele1 Europe Holding AB*............       20            246
                                                     -----------
                                                         250,321
                                                     -----------
SWITZERLAND -- 1.3%
    Novartis AG.........................      101        160,500
                                                     -----------
UNITED KINGDOM -- 12.3%
    Anglo Irish Bank Corp. PLC..........    6,460         14,132
    AstraZeneca Group PLC...............    2,600        121,541
    British Aerospace PLC*..............   14,332         89,392
    British Petroleum Co. PLC...........   12,140        116,520
    Cable & Wireless PLC................    7,520        127,392
    Capital Radio PLC...................    1,890         44,135
    Carlton Communications PLC..........    9,450        121,603
    CGU PLC*............................    8,079        134,538
    Diageo PLC..........................   10,482         94,101
    NDS Group PLC [ADR]*................       10            610
    Next PLC............................    9,000         79,093
    Reckitt Benckiser PLC*..............    6,760         75,731
    Royal Bank of Scotland NY Reg. .....    5,964         99,859
</TABLE>


<PAGE>
AST MFS GLOBAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           SHARES       VALUE
                                           ------       -----
<S>                                       <C>        <C>
    United News & Media PLC.............   10,550    $   151,730
    Vodafone AirTouch PLC...............   54,565        220,555
                                                     -----------
                                                       1,490,932
                                                     -----------
TOTAL FOREIGN STOCK
  (Cost $6,234,672).....................               6,509,763
                                                     -----------
U.S. STOCK -- 39.6%
AEROSPACE -- 0.9%
    Boeing Co. .........................    2,610        109,131
                                                     -----------
AUTOMOTIVE PARTS -- 0.3%
    TRW, Inc. ..........................      800         34,700
                                                     -----------
BROADCASTING -- 0.1%
    Hearst-Argyle Television, Inc.*.....      750         14,625
                                                     -----------
COMPUTER HARDWARE -- 1.7%
    Hewlett-Packard Co. ................      790         98,651
    International Business Machines
      Corp. ............................    1,000        109,563
    Mirae Corp. ........................       80            620
                                                     -----------
                                                         208,834
                                                     -----------
COMPUTER SERVICES & SOFTWARE -- 4.3%
    BMC Software, Inc.*.................    2,070         75,523
    Computer Associates International,
      Inc. .............................    5,570        285,114
    Computer Sciences Corp.*............    1,650        123,234
    Compuware Corp.*....................    3,450         35,794
    Electronic Data Systems Corp. ......      230          9,488
                                                     -----------
                                                         529,153
                                                     -----------
CONGLOMERATES -- 0.5%
    Corning, Inc. ......................      205         55,324
                                                     -----------
CONSUMER PRODUCTS & SERVICES -- 2.6%
    Bausch & Lomb, Inc. ................    3,000        232,125
    Polaroid Corp. .....................    4,390         79,294
                                                     -----------
                                                         311,419
                                                     -----------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.6%
    Agilent Technologies, Inc.*.........      282         20,798
    AT&T Wireless Group*................    1,780         49,617
                                                     -----------
                                                          70,415
                                                     -----------
ENERGY SERVICES -- 1.0%
    Halliburton Co. ....................    1,680         79,275
    NRG Energy, Inc.*...................    2,470         45,078
                                                     -----------
                                                         124,353
                                                     -----------
ENTERTAINMENT & LEISURE -- 2.2%
    Time Warner, Inc. ..................    1,730        131,480
    Walt Disney Co. ....................    3,510        136,232
                                                     -----------
                                                         267,712
                                                     -----------
FOOD -- 1.9%
    Keebler Foods Co. ..................    3,340        123,997
    Safeway, Inc.*......................    2,420        109,203
                                                     -----------
                                                         233,200
                                                     -----------
INSURANCE -- 4.0%
    CIGNA Corp. ........................    1,170        109,395
</TABLE>

<TABLE>
<CAPTION>
                                           SHARES       VALUE
                                           ------       -----
<S>                                       <C>        <C>
    Marsh & McLennan Companies, Inc. ...      880    $    91,905
    Metlife, Inc. ......................      970         20,431
    ReliaStar Financial Corp. ..........    2,000        104,875
    The Hartford Financial Services
      Group, Inc. ......................    2,960        165,575
                                                     -----------
                                                         492,181
                                                     -----------
MACHINERY & EQUIPMENT -- 1.8%
    Deere & Co. ........................    3,610        133,570
    Ingersoll-Rand Co. .................    2,090         84,123
                                                     -----------
                                                         217,693
                                                     -----------
MEDICAL SUPPLIES & EQUIPMENT -- 0.0%
    Synthes-Stratec*....................        5          2,275
                                                     -----------
OIL & GAS -- 4.9%
    Apache Corp. .......................    1,270         74,692
    Coastal Corp. ......................    2,370        144,273
    Conoco, Inc. .......................    5,370        118,140
    EOG Resources, Inc. ................    5,770        193,294
    Santa Fe International Corp. .......    1,800         62,888
                                                     -----------
                                                         593,287
                                                     -----------
PHARMACEUTICALS -- 1.4%
    Bristol-Meyers Squibb Co. ..........      850         49,513
    Pfizer, Inc. .......................    2,582        123,936
                                                     -----------
                                                         173,449
                                                     -----------
RETAIL & MERCHANDISING -- 2.0%
    BJ's Wholesale Club, Inc.*..........    3,550        117,150
    CVS Corp. ..........................    3,090        123,600
                                                     -----------
                                                         240,750
                                                     -----------
SEMICONDUCTORS -- 0.9%
    Motorola, Inc. .....................    3,780        109,856
                                                     -----------
TELECOMMUNICATIONS -- 7.3%
    Adelphia Business Solutions,
      Inc.*.............................    1,450         33,622
    AT&T Canada, Inc. NY Reg.*..........    1,290         42,812
    Bell Atlantic Corp.*................    1,630         82,824
    BroadWing, Inc. ....................    1,695         43,964
    Flag Telecom Holdings Ltd.*.........    2,040         30,345
    GTE Corp. ..........................    1,250         77,813
    Lucent Technologies, Inc. ..........      740         43,845
    NTL, Inc.*..........................    2,552        152,801
    Sprint Corp. (FON Group)............    1,110         56,610
    Sprint Corp. (PCS Group)*...........    2,620        155,889
    Tellabs, Inc.*......................    1,950        133,453
    Time Warner Telecom, Inc.*..........      710         45,706
                                                     -----------
                                                         899,684
                                                     -----------
TRANSPORTATION -- 1.2%
    Canadian National Railway Co.
      NY Reg. ..........................    4,670        136,306
    United Parcel Service, Inc. Cl-B....      230         13,570
                                                     -----------
                                                         149,876
                                                     -----------
TOTAL U.S. STOCK
  (Cost $4,798,985).....................               4,837,917
                                                     -----------
</TABLE>


<PAGE>
AST MFS GLOBAL EQUITY PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            PAR
                                           (000)        VALUE
                                          --------   -----------
<S>                                       <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 12.3%
    Federal Home Loan Mortgage Corp.
      6.57%, 07/03/00
    (Cost $1,499,453)...................   $1,500    $ 1,499,453
                                                     -----------
TOTAL INVESTMENTS -- 105.3%
  (Cost $12,533,110)....................              12,847,133
LIABILITIES IN EXCESS OF OTHER ASSETS --
  (5.3%)................................                (644,303)
                                                     -----------
NET ASSETS -- 100.0%....................             $12,202,830
                                                     ===========
</TABLE>

Foreign currency exchange contracts outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                           IN                    UNREALIZED
SETTLEMENT                CONTRACTS     EXCHANGE   CONTRACTS   APPRECIATION/
  MONTH      TYPE         TO RECEIVE      FOR      AT VALUE    (DEPRECIATION)
- -----------------------------------------------------------------------------
<S>          <C>    <C>  <C>            <C>        <C>         <C>
07/00        Buy    CAD     29,387      $ 19,830   $ 19,834        $    4
07/00        Buy    EUR    149,250       142,161    143,180         1,019
07/00        Buy    GBP     56,740        86,131     85,907          (224)
07/00        Buy    SEK    151,750        17,157     17,307           150
                                        --------   --------        ------
                                        $265,279   $266,228        $  949
                                        ========   ========        ======
<CAPTION>
                                         IN
SETTLEMENT               CONTRACTS      EXCHANGE   CONTRACTS   UNREALIZED
 MONTH       TYPE        TO DELIVER      FOR       AT VALUE    DEPRECIATION
- -----------------------------------------------------------------------------
<S>          <C>    <C>  <C>            <C>        <C>         <C>
07/00        Sell   EUR      1,874      $  1,768   $  1,797        $   29
07/00        Sell   NOK     95,462        11,103     11,168            65
                                        --------   --------        ------
                                        $ 12,871   $ 12,965        $   94
                                        ========   ========        ======
</TABLE>

The following is a breakdown of the foreign stock portion of the Portfolio, by
industry classification, as of June 30, 2000. Percentages are based on net
assets.

<TABLE>
<CAPTION>
INDUSTRY
- --------
<S>                                                   <C>
Aerospace...........................................   2.3%
Automobile Manufacturers............................   0.9%
Beverages...........................................   0.8%
Broadcasting........................................   7.3%
Business Services...................................   1.9%
Chemicals...........................................   1.6%
Consumer Products & Services........................   0.6%
Electronic Components & Equipment...................   3.9%
Financial-Bank & Trust..............................   4.3%
Industrial Products.................................   0.8%
Insurance...........................................   2.3%
Office Equipment....................................   1.6%
Oil & Gas...........................................   4.1%
Pharmaceuticals.....................................   6.5%
Retail & Merchandising..............................   1.9%
Semiconductors......................................   0.9%
Telecommunications..................................  11.7%
                                                      -----
TOTAL...............................................  53.4%
                                                      =====
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST MFS GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
COMMON STOCK -- 83.5%
ADVERTISING -- 0.0%
    Interpublic Group of Companies,
      Inc. ...........................      230    $     9,890
                                                   -----------
BEVERAGES -- 1.8%
    Anheuser-Busch Companies, Inc. ...    4,480        334,600
    Coca-Cola Co. ....................    6,300        361,856
                                                   -----------
                                                       696,456
                                                   -----------
BROADCASTING -- 1.7%
    AT&T Corp. Liberty Media Group
      Cl-A*...........................    8,060        195,455
    Infinity Broadcasting Corp.*......    4,535        165,244
    UnitedGlobalCom, Inc. Cl-A*.......    1,710         79,943
    USA Networks, Inc.*...............    9,200        198,950
                                                   -----------
                                                       639,592
                                                   -----------
BUSINESS SERVICES -- 0.9%
    Commerce One, Inc.*...............      800         36,313
    First Data Corp. .................    5,770        286,336
    Foundry Networks, Inc.*...........      300         33,150
                                                   -----------
                                                       355,799
                                                   -----------
COMPUTER HARDWARE -- 3.6%
    Compaq Computer Corp. ............    3,920        100,205
    Dell Computer Corp.*..............   10,050        495,591
    EMC Corp.*........................    6,700        515,481
    Seagate Technology, Inc.*.........    4,800        264,000
                                                   -----------
                                                     1,375,277
                                                   -----------
COMPUTER SERVICES & SOFTWARE -- 14.1%
    Automatic Data Processing,
      Inc. ...........................    8,310        445,104
    BEA Systems, Inc.*................    1,000         49,438
    BISYS Group, Inc.*................    1,590         97,785
    BMC Software, Inc.*...............    4,870        177,679
    Cadence Design Systems, Inc.*.....   11,660        237,573
    Cisco Systems, Inc.*..............   16,160      1,027,169
    Computer Associates International,
      Inc. ...........................    5,860        299,959
    Computer Sciences Corp.*..........    5,630        420,491
    Fiserv, Inc.*.....................    1,430         61,848
    I2 Technologies, Inc.*............      100         10,427
    Mercury Interactive Corp.*........      900         87,075
    Microsoft Corp.*..................   13,950      1,115,999
    Oracle Corp.*.....................    5,550        466,546
    Rational Software Corp.*..........    3,600        334,575
    Siebel Systems, Inc.*.............      710        116,129
    Sun Microsystems, Inc.*...........    4,200        381,938
    Veritas Software Corp.*...........      200         22,603
                                                   -----------
                                                     5,352,338
                                                   -----------
CONGLOMERATES -- 4.5%
    Corning, Inc. ....................    2,670        720,566
    Philip Morris Companies, Inc. ....    4,600        122,188
    Tyco International Ltd. ..........   18,800        890,650
                                                   -----------
                                                     1,733,404
                                                   -----------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
CONSUMER PRODUCTS & SERVICES -- 0.8%
    Bausch & Lomb, Inc. ..............    2,660    $   205,818
    Clorox Co. .......................    2,100         94,106
                                                   -----------
                                                       299,924
                                                   -----------
ELECTRONIC COMPONENTS & EQUIPMENT -- 5.1%
    Analog Devices, Inc.*.............    2,240        170,240
    Cabletron Systems, Inc.*..........    2,660         67,165
    Capstone Turbine Corp.*...........       40          1,803
    Comverse Technology, Inc.*........    2,500        232,500
    Emerson Electric Co. .............    2,480        149,730
    Flextronics International Ltd.*...    5,715        392,549
    General Electric Co. .............   10,020        511,020
    Metromedia Fiber Network, Inc.
      Cl-A*...........................   10,780        427,831
                                                   -----------
                                                     1,952,838
                                                   -----------
ENERGY SERVICES -- 0.9%
    Dynegy, Inc. .....................    1,600        109,300
    Halliburton Co. ..................    5,230        246,791
                                                   -----------
                                                       356,091
                                                   -----------
ENTERTAINMENT & LEISURE -- 1.9%
    Time Warner, Inc. ................    3,740        284,240
    Viacom, Inc. Cl-B*................    6,531        445,333
                                                   -----------
                                                       729,573
                                                   -----------
FINANCIAL-BANK & TRUST -- 0.6%
    State Street Corp. ...............    2,130        225,913
                                                   -----------
FINANCIAL SERVICES -- 3.6%
    American Express Co. .............    1,760         91,740
    Associates First Capital Corp.
      Cl-A............................    7,420        165,559
    AXA Financial, Inc. ..............    7,900        268,600
    Citigroup, Inc. ..................    5,970        359,692
    Freddie Mac.......................    7,460        302,130
    Providian Financial Corp. ........    2,150        193,500
                                                   -----------
                                                     1,381,221
                                                   -----------
FOOD -- 2.1%
    Kroger Co.*.......................    7,000        154,438
    Safeway, Inc.*....................   14,080        635,360
                                                   -----------
                                                       789,798
                                                   -----------
HEALTHCARE SERVICES -- 0.5%
    HCA -- The Healthcare Corp. ......    6,300        191,363
                                                   -----------
INSURANCE -- 2.9%
    American International Group,
      Inc. ...........................    4,370        513,474
    Lincoln National Corp. ...........    1,900         68,638
    Marsh & McLennan Companies,
      Inc. ...........................    1,540        160,834
    Nationwide Financial Services,
      Inc. ...........................      140          4,603
    The Hartford Financial Services
      Group, Inc. ....................    6,400        358,000
                                                   -----------
                                                     1,105,549
                                                   -----------
</TABLE>


<PAGE>
AST MFS GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
INTERNET SERVICES -- 3.2%
    Art Technology Group, Inc.*.......      400    $    40,375
    Check Point Software Technologies
      Ltd.*...........................    1,400        296,450
    E.Piphany, Inc.*..................      700         75,031
    Juniper Networks, Inc.*...........      400         58,225
    VeriSign, Inc.*...................    4,215        743,948
    Vignette Corp.*...................      400         20,806
                                                   -----------
                                                     1,234,835
                                                   -----------
MACHINERY & EQUIPMENT -- 1.2%
    Baker Hughes, Inc. ...............   10,130        324,160
    Deere & Co. ......................    3,560        131,720
                                                   -----------
                                                       455,880
                                                   -----------
MEDICAL SUPPLIES & EQUIPMENT -- 1.8%
    Abbott Laboratories...............    9,300        414,431
    Genzyme Corp.*....................      500         29,719
    PE Corp. -- PE Biosystems Group...    3,500        230,563
                                                   -----------
                                                       674,713
                                                   -----------
OFFICE EQUIPMENT -- 0.0%
    Office Depot, Inc.*...............    2,770         17,313
                                                   -----------
OIL & GAS -- 2.2%
    Apache Corp. .....................      830         48,814
    Coastal Corp. ....................    3,700        225,238
    Global Marine, Inc.*..............    5,300        149,394
    Noble Drilling Corp.*.............    3,420        140,861
    Transocean Sedco Forex, Inc. .....    4,940        263,981
                                                   -----------
                                                       828,288
                                                   -----------
PHARMACEUTICALS -- 7.2%
    ALZA Corp.*.......................    1,600         94,600
    American Home Products Corp. .....   10,750        631,562
    Bristol-Meyers Squibb Co. ........    6,040        351,830
    Pfizer, Inc. .....................   14,872        713,855
    Pharmacia Corp. ..................   11,518        595,337
    Sepracor, Inc.*...................      900        108,563
    Waters Corp.*.....................    2,090        260,858
                                                   -----------
                                                     2,756,605
                                                   -----------
RETAIL & MERCHANDISING -- 2.1%
    CVS Corp. ........................   12,700        507,999
    RadioShack Corp. .................    4,660        220,768
    Wal-Mart Stores, Inc. ............    1,510         87,014
                                                   -----------
                                                       815,781
                                                   -----------
SEMICONDUCTORS -- 8.1%
    Altera Corp.*.....................    1,820        185,526
    Applied Materials, Inc.*..........      900         81,563
    Atmel Corp.*......................    2,470         91,081
    Intel Corp. ......................    6,700        895,706
    Lam Research Corp.*...............    6,300        236,250
    LSI Logic Corp.*..................    6,490        351,271
    Micron Technology, Inc.*..........   10,500        924,655
    National Semiconductor Corp.*.....    5,450        309,288
    Stratos Lightwave, Inc.*..........       40          1,115
                                                   -----------
                                                     3,076,455
                                                   -----------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
TELECOMMUNICATIONS -- 10.9%
    Alltel Corp. .....................    1,300    $    80,519
    Amdocs Ltd.*......................    1,330        102,078
    American Tower Corp. Cl-A*........    7,360        306,820
    China Unicom Ltd. [ADR]*..........       30            638
    Comcast Corp. Cl-A*...............    8,400        340,199
    Global Crossing Ltd.*.............   13,250        348,640
    Motorola, Inc. ...................    6,297        183,007
    Nextel Communications, Inc.
      Cl-A*...........................    3,500        214,156
    NEXTLINK Communications, Inc.
      Cl-A*...........................    5,100        193,481
    Nortel Networks Corp. NY Reg.*....   14,400        982,799
    NTL, Inc.*........................    3,865        231,417
    Sprint Corp. (PCS Group)*.........    7,920        471,239
    Tellabs, Inc.*....................    2,800        191,625
    Univision Communications, Inc.*...    1,120        115,920
    Voicestream Wireless Corp.*.......      800         93,038
    WorldCom, Inc.*...................    6,500        298,188
                                                   -----------
                                                     4,153,764
                                                   -----------
UTILITIES -- 1.8%
    AES Corp.*........................   13,480        615,025
    Enron Corp. ......................    1,100         70,950
                                                   -----------
                                                       685,975
                                                   -----------
TOTAL COMMON STOCK
  (Cost $30,128,014)..................              31,894,635
                                                   -----------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)
                                         -----
<S>                                     <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 13.4%
    Federal Home Loan Mortgage Corp.
      6.57%, 07/03/00
    (Cost $5,098,139).................  $ 5,100      5,098,139
                                                   -----------
<CAPTION>
                                         SHARES
                                         ------
<S>                                     <C>        <C>
FOREIGN STOCK -- 3.3%
FINANCIAL-BANK & TRUST -- 0.2%
    HSBC Holdings PLC -- (GBP)........    7,300         83,493
                                                   -----------
OIL & GAS -- 1.2%
    Royal Dutch Petroleum
      Co. -- (NLG)....................    7,600        474,271
                                                   -----------
RETAIL & MERCHANDISING -- 0.3%
    Fast Retailing Co.
      Ltd. -- (JPY)...................      300        125,896
                                                   -----------
TELECOMMUNICATIONS -- 1.6%
    Ericsson, (L.M.) Telephone Co.
      CL-B -- (SEK)...................    3,220         64,065
    Nokia AB Oyj -- (FIM).............       40          2,049
    Vodafone AirTouch PLC -- (GBP)....  122,753        496,179
                                                   -----------
                                                       562,293
                                                   -----------
TOTAL FOREIGN STOCK
  (Cost $1,337,561)...................               1,245,953
                                                   -----------
</TABLE>


<PAGE>
AST MFS GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
SHORT-TERM INVESTMENTS -- 0.5%
    Temporary Investment Cash Fund....   96,624    $    96,624
    Temporary Investment Fund.........   96,623         96,623
                                                   -----------
    (Cost $193,247)...................                 193,247
                                                   -----------
TOTAL INVESTMENTS -- 100.7%
  (Cost $36,756,961)..................              38,431,974
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.7%)....................                (263,790)
                                                   -----------
NET ASSETS -- 100.0%..................             $38,168,184
                                                   ===========
</TABLE>

Foreign currency exchange contracts outstanding at June 30, 2000:

<TABLE>
<CAPTION>
                                           IN
SETTLEMENT                CONTRACTS     EXCHANGE   CONTRACTS    UNREALIZED
  MONTH      TYPE         TO RECEIVE      FOR      AT VALUE    APPRECIATION
- ---------------------------------------------------------------------------
<S>          <C>    <C>  <C>            <C>        <C>         <C>
07/00        Buy    EUR     39,385      $37,507    $  37,761       $254
                                        =======    =========       ====
<CAPTION>
                                         IN
SETTLEMENT               CONTRACTS      EXCHANGE   CONTRACTS   UNREALIZED
 MONTH       TYPE        TO DELIVER      FOR       AT VALUE    DEPRECIATION
- ---------------------------------------------------------------------------
<S>          <C>    <C>  <C>            <C>        <C>         <C>
07/00        Sell   SEK    334,363      $37,807    $  38,137       $330
                                        =======    =========       ====
</TABLE>

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

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST MFS GROWTH WITH INCOME PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
COMMON STOCK -- 89.3%
AEROSPACE -- 1.4%
    Boeing Co. ......................      5,960   $    249,203
    General Dynamics Corp. ..........      3,680        192,280
    Honeywell International, Inc. ...      1,810         60,974
                                                   ------------
                                                        502,457
                                                   ------------
AUTOMOBILE MANUFACTURERS -- 0.1%
    Ford Motor Co. ..................      1,070         46,010
                                                   ------------
AUTOMOTIVE PARTS -- 0.4%
    Delphi Automotive Systems
      Corp. .........................      4,240         62,275
    TRW, Inc. .......................      1,950         84,581
    Visteon Corp.*...................        140          1,698
                                                   ------------
                                                        148,554
                                                   ------------
BEVERAGES -- 1.6%
    Anheuser-Busch Companies,
      Inc. ..........................      3,270        244,228
    Coca-Cola Co. ...................      4,000        229,750
    PepsiCo, Inc. ...................      1,440         63,990
                                                   ------------
                                                        537,968
                                                   ------------
BUSINESS SERVICES -- 0.8%
    First Data Corp. ................      5,860        290,803
                                                   ------------
CHEMICALS -- 0.9%
    Air Products & Chemicals,
      Inc. ..........................      5,010        154,371
    DuPont, (E.I.) de Nemours &
      Co. ...........................        190          8,313
    Rohm & Haas Co. .................      4,800        165,599
                                                   ------------
                                                        328,283
                                                   ------------
CLOTHING & APPAREL -- 0.2%
    Cintas Corp. ....................      2,115         77,594
                                                   ------------
COMPUTER HARDWARE -- 4.4%
    Compaq Computer Corp. ...........      3,740         95,604
    Dell Computer Corp.*.............      5,120        252,480
    EMC Corp.*.......................      2,760        212,348
    Hewlett-Packard Co. .............      6,230        777,970
    International Business Machines
      Corp. .........................      1,630        178,587
                                                   ------------
                                                      1,516,989
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 9.9%
    Automatic Data Processing,
      Inc. ..........................      7,380        395,291
    BMC Software, Inc.*..............      1,530         55,821
    Cisco Systems, Inc.*.............     11,400        724,613
    Computer Associates
      International, Inc. ...........      3,920        200,655
    Computer Sciences Corp.*.........      2,460        183,731
    DST Systems, Inc.*...............      2,530        192,596
    Electronic Data Systems Corp. ...        100          4,125
    Microsoft Corp.*.................     10,210        816,799
    Oracle Corp.*....................      3,580        300,944
    Rational Software Corp.*.........      1,110        103,161
    Sun Microsystems, Inc.*..........      4,190        381,028
    Veritas Software Corp.*..........        340         38,425
                                                   ------------
                                                      3,397,189
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
CONGLOMERATES -- 5.1%
    Corning, Inc. ...................      2,530   $    682,783
    Philip Morris Companies, Inc. ...      2,300         61,094
    Tyco International Ltd. .........      8,900        421,638
    United Technologies Corp. .......     10,420        613,478
                                                   ------------
                                                      1,778,993
                                                   ------------
CONSUMER PRODUCTS & SERVICES -- 1.8%
    Bausch & Lomb, Inc. .............      1,960        151,655
    Clorox Co. ......................      2,880        129,060
    Colgate-Palmolive Co. ...........      3,650        218,543
    Energizer Holdings, Inc.*........        416          7,592
    Gillette Co. ....................      2,760         96,428
    Procter & Gamble Co. ............        170          9,733
                                                   ------------
                                                        613,011
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 5.1%
    Agilent Technologies, Inc.*......        351         25,886
    Cabletron Systems, Inc.*.........      4,950        124,988
    Emerson Electric Co. ............      3,530        213,124
    General Electric Co. ............     22,840      1,164,840
    Texas Instruments, Inc. .........        300         20,606
    TXU Corp. .......................      7,350        216,825
                                                   ------------
                                                      1,766,269
                                                   ------------
ENTERTAINMENT & LEISURE -- 1.5%
    Time Warner, Inc. ...............      5,070        385,320
    Viacom, Inc. Cl-B*...............      1,900        129,556
                                                   ------------
                                                        514,876
                                                   ------------
FINANCIAL-BANK & TRUST -- 2.2%
    Comerica, Inc. ..................      1,460         65,518
    Northern Trust Corp. ............        210         13,663
    State Street Corp. ..............      4,610        488,948
    U.S. Bancorp.....................     10,400        200,200
                                                   ------------
                                                        768,329
                                                   ------------
FINANCIAL SERVICES -- 4.8%
    American Express Co. ............      3,830        199,639
    Associates First Capital Corp.
      Cl-A...........................      1,430         31,907
    AXA Financial, Inc. .............      5,620        191,080
    Citigroup, Inc. .................      3,550        213,888
    Fannie Mae.......................      3,380        176,394
    Freddie Mac......................      9,570        387,584
    MBIA, Inc. ......................      1,660         79,991
    Merrill Lynch & Co., Inc. .......        180         20,700
    Providian Financial Corp. .......        540         48,600
    Reuters Group PLC [ADR]..........      1,040        103,935
    Wells Fargo & Co. ...............      5,620        217,775
                                                   ------------
                                                      1,671,493
                                                   ------------
FOOD -- 3.8%
    Bestfoods, Inc. .................      1,480        102,490
    Kroger Co.*......................      6,780        149,584
    Quaker Oats Co. .................      3,530        265,191
    Ralston Purina Group.............      1,970         39,277
    Safeway, Inc.*...................     17,180        775,247
                                                   ------------
                                                      1,331,789
                                                   ------------
</TABLE>


<PAGE>
AST MFS GROWTH WITH INCOME PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
HEALTHCARE SERVICES -- 0.5%
    United HealthGroup, Inc. ........      1,970   $    168,928
                                                   ------------
INSURANCE -- 3.5%
    Allstate Corp. ..................      2,000         44,500
    American International Group,
      Inc. ..........................      2,810        330,175
    Lincoln National Corp. ..........      1,700         61,413
    Marsh & McLennan Companies,
      Inc. ..........................      1,500        156,656
    St. Paul Companies, Inc. ........      1,780         60,743
    The Hartford Financial Services
      Group, Inc. ...................      9,070        507,352
    Torchmark Corp. .................      2,760         68,138
                                                   ------------
                                                      1,228,977
                                                   ------------
MACHINERY & EQUIPMENT -- 2.0%
    Baker Hughes, Inc. ..............      6,450        206,400
    Deere & Co. .....................      7,500        277,500
    Grainger, (W.W.), Inc. ..........      2,420         74,566
    Ingersoll-Rand Co. ..............      3,450        138,863
                                                   ------------
                                                        697,329
                                                   ------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.4%
    Johnson & Johnson Co. ...........      1,650        168,094
    Medtronic, Inc. .................      6,180        307,841
    PE Corp. -- PE Biosystems
      Group..........................        320         21,080
                                                   ------------
                                                        497,015
                                                   ------------
OIL & GAS -- 8.3%
    BP Amoco PLC [ADR]...............     14,849        839,896
    Chevron Corp. ...................      1,570        133,156
    Coastal Corp. ...................      7,430        452,301
    Conoco, Inc. Cl-B*...............     12,200        299,663
    Exxon Mobil Corp. ...............     10,112        794,423
    Global Marine, Inc.* ............      1,700         47,919
    Transocean Sedco Forex, Inc. ....      2,510        134,128
    Williams Companies, Inc. ........      4,100        170,919
                                                   ------------
                                                      2,872,405
                                                   ------------
PAPER & FOREST PRODUCTS -- 0.1%
    Weyerhaeuser Co. ................        590         25,370
                                                   ------------
PHARMACEUTICALS -- 8.3%
    American Home Products Corp. ....      3,560        209,150
    Bristol-Meyers Squibb Co. .......     10,250        597,063
    Pfizer, Inc. ....................     23,522      1,129,055
    Pharmacia Corp. .................     14,382        743,370
    Schering-Plough Corp. ...........      3,630        183,315
                                                   ------------
                                                      2,861,953
                                                   ------------
PRINTING & PUBLISHING -- 2.0%
    Gannett Co., Inc. ...............      4,270        255,399
    New York Times Co. ..............      6,800        268,600
    Tribune Co. .....................      4,820        168,700
                                                   ------------
                                                        692,699
                                                   ------------
RESTAURANTS -- 0.2%
    McDonald's Corp. ................      2,180         71,804
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
RETAIL & MERCHANDISING -- 2.8%
    CVS Corp. .......................     10,640   $    425,600
    Target Corp. ....................        160          9,280
    Wal-Mart Stores, Inc. ...........      9,120        525,540
                                                   ------------
                                                        960,420
                                                   ------------
SEMICONDUCTORS -- 3.9%
    Intel Corp. .....................      8,640      1,155,060
    National Semiconductor Corp.* ...      3,480        197,490
                                                   ------------
                                                      1,352,550
                                                   ------------
TELECOMMUNICATIONS -- 10.3%
    Alltel Corp. ....................      4,770        295,442
    Bell Atlantic Corp.*.............      9,870        501,519
    BellSouth Corp. .................      1,610         68,626
    BroadWing, Inc. .................      3,640         94,413
    Global Crossing Ltd.*............      2,020         53,151
    Motorola, Inc. ..................     12,705        369,239
    Nokia Corp. Cl-A [ADR]...........      2,510        125,343
    Nortel Networks Corp. NY Reg.*...     10,990        750,067
    Qwest Communications
      International, Inc.*...........        960         47,700
    SBC Communications, Inc. ........      6,980        301,885
    Sprint Corp. (FON Group).........      4,670        238,170
    Sprint Corp. (PCS Group)*........      2,830        168,385
    Tellabs, Inc.*...................      3,190        218,316
    WorldCom, Inc.*..................      6,445        295,664
                                                   ------------
                                                      3,527,920
                                                   ------------
TRANSPORTATION -- 0.2%
    Canadian National Railway Co. ...      2,307         67,336
                                                   ------------
UTILITIES -- 1.8%
    CMS Energy Corp. ................      2,610         57,746
    Enron Corp. .....................      1,410         90,945
    Nisource, Inc. ..................      3,630         67,609
    PECO Energy Co. .................      5,560        224,137
    Pinnacle West Capital Co. .......      3,430        116,191
    Unicom Corp. ....................      1,480         57,258
                                                   ------------
                                                        613,886
                                                   ------------
TOTAL COMMON STOCK (Cost
  $30,029,856).......................                30,929,199
                                                   ------------
<CAPTION>
                                          PAR
                                         (000)
                                       ---------
<S>                                    <C>         <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 5.2%
    Federal Home Loan Mortgage Corp.
      6.57%, 07/03/00
    (Cost $1,799,343)................  $   1,800      1,799,343
                                                   ------------
<CAPTION>
                                        SHARES
                                        ------
<S>                                    <C>         <C>
FOREIGN STOCK -- 2.8%
CHEMICALS -- 0.3%
    AKZO Nobel NV -- (NLG)...........      2,540        108,349
                                                   ------------
FINANCIAL -- BANK & TRUST -- 0.2%
    HSBC Holdings PLC -- (GBP).......      5,600         64,050
                                                   ------------
</TABLE>


<PAGE>
AST MFS GROWTH WITH INCOME PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
FINANCIAL SERVICES -- 0.3%
    ING Groep NV -- (NLG)............      1,433   $     97,255
                                                   ------------
OIL & GAS -- 1.1%
    Royal Dutch Petroleum Co. --
      (NLG)..........................      6,280        391,898
                                                   ------------
PHARMACEUTICALS -- 0.3%
    AstraZeneca Group
      PLC -- (GBP)*..................      2,590        120,962
                                                   ------------
TELECOMMUNICATIONS -- 0.6%
    KPN NV -- (NLG)..................      1,792         80,479
    Vodafone AirTouch PLC -- (GBP)...     30,797        124,484
                                                   ------------
                                                        204,963
                                                   ------------
TOTAL FOREIGN STOCK (Cost
  $1,007,325)........................                   987,477
                                                   ------------
<CAPTION>
                                          PAR
                                         (000)
                                         -----
<S>                                    <C>         <C>
CORPORATE OBLIGATIONS -- 0.4%
FINANCIAL SERVICES -- 0.2%
    Bell Atlantic Financial Services
      144A 4.25%, 09/15/05...........  $      42         54,705
OIL & GAS -- 0.1%
    Transocean Sedco Forex, Inc.
      [ZCB] 2.75%, 05/24/03..........         30         18,000
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
TELECOMMUNICATIONS -- 0.1%
    NTL, Inc. 144A 5.75%, 12/15/09...  $     103   $     81,370
TOTAL CORPORATE OBLIGATIONS (Cost
  $167,357)..........................                   154,075
                                                   ------------
<CAPTION>
                                        SHARES
                                        ------
<S>                                    <C>         <C>
PREFERRED STOCK -- 0.2%
TELECOMMUNICATIONS
    Global Crossing Ltd. 6.75% [CVT]
    (Cost $75,000)...................        300         66,788
                                                   ------------
SHORT-TERM INVESTMENTS -- 2.1%
    Temporary Investment Cash Fund...    367,015        367,015
    Temporary Investment Fund........    367,015        367,015
                                                   ------------
    (Cost $734,030)..................                   734,030
                                                   ------------
TOTAL INVESTMENTS -- 100.0% (Cost
  $33,812,911).......................                34,670,912
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- 0.0%.....................                    (2,707)
                                                   ------------
NET ASSETS -- 100.0%.................              $ 34,668,205
                                                   ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, these securities
        amounted to 0.4% of net assets.

See Notes to Financial Statements.


<PAGE>

AST ALGER ALL-CAP GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
COMMON STOCK -- 90.3%
ADVERTISING -- 0.4%
    Omnicom Group, Inc. ...........     11,000   $      979,688
                                                 --------------
BROADCASTING -- 2.7%
    AT&T Corp. Liberty Media Group
      Cl-A*........................     73,000        1,770,250
    Clear Channel Communications,
      Inc.*........................     60,800        4,560,000
                                                 --------------
                                                      6,330,250
                                                 --------------
BUSINESS SERVICES -- 1.2%
    Commerce One, Inc.*............     45,400        2,060,734
    Foundry Networks, Inc.*........      6,500          718,250
                                                 --------------
                                                      2,778,984
                                                 --------------
COMPUTER HARDWARE -- 4.2%
    ASM Lithography Holding NV NY
      Reg.*........................     46,400        2,047,400
    Dell Computer Corp.*...........     86,900        4,285,256
    Hewlett-Packard Co.............     29,500        3,683,813
                                                 --------------
                                                     10,016,469
                                                 --------------
COMPUTER SERVICES & SOFTWARE -- 16.8%
    Ariba, Inc.*...................     34,900        3,421,836
    Brocade Communications Systems,
      Inc.*........................      5,800        1,064,209
    Cisco Systems, Inc.*...........    119,600        7,602,074
    I2 Technologies, Inc.*.........     24,165        2,519,579
    Mercury Interactive Corp.*.....     30,000        2,902,500
    Microsoft Corp.*...............     95,900        7,671,999
    Oracle Corp.*..................     53,800        4,522,563
    Phone.com, Inc.*...............     29,400        1,914,675
    RealNetworks, Inc.*............     13,000          657,313
    Sun Microsystems, Inc.*........     49,600        4,510,500
    Veritas Software Corp.*........     30,000        3,390,469
                                                 --------------
                                                     40,177,717
                                                 --------------
CONGLOMERATES -- 1.8%
    Corning, Inc. .................     15,700        4,237,038
                                                 --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 3.9%
    Agilent Technologies, Inc.*....     11,251          829,761
    Linear Technology Corp.........     37,100        2,372,081
    Teradyne, Inc.*................     29,300        2,153,550
    Texas Instruments, Inc.........     56,600        3,887,713
                                                 --------------
                                                      9,243,105
                                                 --------------
ENERGY SERVICES -- 0.7%
    Halliburton Co. ...............     36,700        1,731,781
                                                 --------------
FINANCIAL SERVICES -- 3.0%
    American Express Co. ..........     11,100          578,588
    Citigroup, Inc. ...............     91,000        5,482,750
    Morgan Stanley Dean Witter & Co.   14,500         1,207,125
                                                 --------------
                                                      7,268,463
                                                 --------------
FOOD -- 2.0%
    Safeway, Inc.*.................    107,100        4,832,888
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
HEALTHCARE SERVICES -- 3.0%
    Amgen, Inc.*...................    100,400   $    7,053,100
                                                 --------------
INTERNET SERVICES -- 8.9%
    America Online, Inc.*..........     77,900        4,109,225
    eBay, Inc.*....................     87,600        4,757,776
    Exodus Communications, Inc.*...     64,000        2,948,000
    VeriSign, Inc.*................     15,500        2,735,750
    Vignette Corp.*................     62,800        3,266,581
    Yahoo!, Inc.*..................     28,150        3,487,081
                                                 --------------
                                                     21,304,413
                                                 --------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.5%
    Affymetrix, Inc.*..............     10,000        1,651,250
    Medtronic, Inc. ...............     37,800        1,882,913
                                                 --------------
                                                      3,534,163
                                                 --------------
OIL & GAS -- 1.0%
    BJ Services Co.*...............     21,400        1,337,500
    Nabors Industries, Inc.*.......     24,700        1,026,594
                                                 --------------
                                                      2,364,094
                                                 --------------
PHARMACEUTICALS -- 3.1%
    Celgene Corp.*.................     16,800          989,100
    Genentech, Inc.*...............     14,200        2,442,400
    Lilly, (Eli) & Co..............     11,500        1,148,563
    Waters Corp.*..................     21,800        2,720,912
                                                 --------------
                                                      7,300,975
                                                 --------------
RETAIL & MERCHANDISING -- 3.6%
    Home Depot, Inc. ..............     73,800        3,685,388
    Wal-Mart Stores, Inc. .........     83,200        4,794,400
                                                 --------------
                                                      8,479,788
                                                 --------------
SEMICONDUCTORS -- 20.4%
    Altera Corp.*..................     40,400        4,118,275
    Applied Materials, Inc.*.......     48,700        4,413,438
    Applied Micro Circuits
      Corp.*.......................     28,400        2,804,500
    Broadcom Corp. Cl-A*...........     16,100        3,524,894
    Conexant Systems, Inc.*........     18,600          904,425
    E-Tek Dynamics, Inc.*..........      8,300        2,189,644
    Intel Corp.....................     38,800        5,187,074
    JDS Uniphase Corp.*............     55,800        6,689,024
    LSI Logic Corp.*...............     56,500        3,058,063
    Micron Technology, Inc.*.......     60,700        5,345,393
    PMC-Sierra, Inc.*..............     20,000        3,553,750
    SDL, Inc.*.....................      8,800        2,509,650
    Vitesse Semiconductor Corp.*...     50,400        3,707,550
    Xilinx, Inc.*..................     12,400        1,023,775
                                                 --------------
                                                     49,029,455
                                                 --------------
TELECOMMUNICATIONS -- 12.1%
    Allegiance Telecom, Inc.*......     29,100        1,862,400
    Amdocs Ltd.*...................     26,000        1,995,500
    Comcast Corp. Cl-A*............     24,400          988,200
    Cox Communications, Inc.
      Cl-A*........................     23,000        1,047,938
    Efficient Networks, Inc.*......     13,600        1,000,450
    Ericsson, (L.M.) Telephone Co.
      [ADR]........................    112,000        2,240,000
    McLeodUSA, Inc. Cl-A*..........     29,400          608,213
</TABLE>


<PAGE>
AST ALGER ALL-CAP GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
    Motorola, Inc..................    123,000   $    3,574,688
    Nextel Communications, Inc.
      Cl-A*........................     31,600        1,933,525
    Nokia Corp. Cl-A [ADR].........     70,350        3,513,103
    Nortel Networks Corp. NY
      Reg.*........................     63,000        4,299,749
    Sprint Corp. (PCS Group)*......     99,700        5,932,149
                                                 --------------
                                                     28,995,915
                                                 --------------
TOTAL COMMON STOCK
  (Cost $224,301,442)..............                 215,658,286
                                                 --------------
<CAPTION>
                                        PAR
                                       (000)
                                       -----
<S>                                  <C>         <C>
SOVEREIGN ISSUES -- 2.5%
AUSTRIA
    Bank of Austria
      6.58%, 07/14/00
    (Cost $5,985,743)..............  $   6,000        5,985,743
                                                 --------------
COMMERCIAL PAPER -- 6.7%
    Fayette Funding
      6.65%, 07/21/00..............      5,000        4,981,528
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)         VALUE
                                       -----         -----
<S>                                  <C>         <C>
    Nestle Capital
      6.66%, 07/07/00..............  $   7,000   $    6,992,230
    Salomon SB Holdings
      6.53%, 07/03/00..............      4,000        3,998,549
                                                 --------------
    (Cost $15,972,307).............                  15,972,307
                                                 --------------
<CAPTION>
                                      SHARES
                                      ------
<S>                                  <C>         <C>
SHORT-TERM INVESTMENTS -- 0.3%
    Temporary Investment Cash
      Fund.........................    318,245          318,245
    Temporary Investment Fund......    318,244          318,244
                                                 --------------
    (Cost $636,489)................                     636,489
                                                 --------------
TOTAL INVESTMENTS -- 99.8%
  (Cost $246,895,981)..............                 238,252,825
OTHER ASSETS LESS
  LIABILITIES -- 0.2%..............                     545,073
                                                 --------------
NET ASSETS -- 100.0%...............              $  238,797,898
                                                 ==============
</TABLE>

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

* Non-income producing security.

See Notes to Financial Statements.


<PAGE>

AST JANUS MID-CAP GROWTH PORTFOLIO
- ------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                      <C>       <C>
COMMON STOCK -- 73.8%
COMPUTER HARDWARE -- 1.3%
    ASM Lithography Holding NV NY
      Reg.*............................   10,205   $   450,296
                                                   -----------
COMPUTER SERVICES & SOFTWARE -- 10.6%
    Be Free, Inc.*.....................   61,245       551,205
    DigitalThink, Inc.*................   16,850       604,852
    InfoSpace.com, Inc.*...............    5,195       287,024
    Inktomi Corp.*.....................    3,940       465,905
    Media 100, Inc.*...................    2,165        55,749
    National Computer Systems, Inc.....   10,640       524,020
    Pinnacle Systems, Inc.*............   21,375       480,604
    RealNetworks, Inc.*................   11,235       568,069
    StorageNetworks, Inc.*.............      355        32,039
                                                   -----------
                                                     3,569,467
                                                   -----------
ELECTRONIC COMPONENTS & EQUIPMENT -- 9.6%
    Metromedia Fiber Network, Inc.
      CI-A*............................   33,520     1,330,325
    SCI Systems, Inc.*.................   17,475       686,986
    Symbol Technologies, Inc. .........   21,600     1,202,850
                                                   -----------
                                                     3,220,151
                                                   -----------
ENTERTAINMENT & LEISURE -- 1.2%
    Royal Caribbean Cruises Ltd. ......   21,855       404,318
                                                   -----------
FINANCIAL SERVICES -- 1.9%
    E*TRADE Group, Inc.*...............   37,935       625,928
                                                   -----------
HEALTH CARE -- 0.9%
    Medarex, Inc.*.....................    3,450       292,370
                                                   -----------
INTERNET SERVICES -- 16.2%
    Digex, Inc.*.......................    9,240       627,743
    Exodus Communications, Inc.*.......   10,570       486,881
    PSINet, Inc.*......................   86,497     2,173,236
    Skillsoft Corp.*...................   83,565     1,180,355
    Verio, Inc.*.......................   17,675       980,686
                                                   -----------
                                                     5,448,901
                                                   -----------
MEDICAL SUPPLIES & EQUIPMENT -- 4.1%
    Genzyme Corp.*.....................    5,285       314,127
    Maxygen, Inc.*.....................   10,055       570,778
    PE Corp. -- PE Biosystems Group....    7,435       489,781
                                                   -----------
                                                     1,374,686
                                                   -----------
PHARMACEUTICALS -- 3.7%
    King Pharmaceuticals, Inc.*........   18,540       813,442
    Millennium Pharmaceuticals,
      Inc.*............................    3,995       446,941
                                                   -----------
                                                     1,260,383
                                                   -----------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                      <C>       <C>
SEMICONDUCTORS -- 2.5%
    Integrated Device Technology,
      Inc.*............................    5,005   $   299,674
    Marvell Technology Group Ltd.*.....    3,275       186,675
    Vitesse Semiconductor Corp.*.......    4,995       367,445
                                                   -----------
                                                       853,794
                                                   -----------
TELECOMMUNICATIONS -- 21.8%
    Adaptive Broadband Corp.*..........    7,905       290,509
    AT&T Canada, Inc. NY Reg.*.........   35,950     1,193,090
    Caprock Communications Corp.*......   33,565       654,518
    Carrier 1 International SA*........   26,685       310,213
    Clearnet Communications, Inc.*.....   27,240       756,336
    CTC Communications Group, Inc.*....   13,440       483,840
    EchoStar Communications Corp.
      CI-A*............................   20,945       693,476
    Infonet Services Corp. CI-B*.......   38,395       458,340
    McLeodUSA, Inc. CI-A*..............   49,610     1,026,306
    Research in Motion Ltd.*...........   14,750       667,438
    Western Wireless Corp. CI-A*.......   15,315       834,667
                                                   -----------
                                                     7,368,733
                                                   -----------
TOTAL COMMON STOCK
  (Cost $24,758,683)...................             24,869,037
                                                   -----------
<CAPTION>
                                           PAR
                                          (000)
                                          -----
<S>                                      <C>       <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 31.2%
    Federal Home Loan Mortgage Corp.
      6.57%, 07/03/00
    (Cost $10,496,168).................  $10,500    10,496,168
                                                   -----------
CORPORATE OBLIGATIONS -- 0.9%
COMPUTER SERVICES & SOFTWARE
    Mercury Interactive Corp. 144A
      4.75%, 07/01/07
    (Cost $280,000)....................      280       301,168
                                                   -----------
<CAPTION>
                                         SHARES
                                         ------
<S>                                      <C>       <C>
SHORT-TERM INVESTMENTS -- 0.1%
    Temporary Investment Cash Fund.....    8,625         8,625
    Temporary Investment Fund..........    8,625         8,625
                                                   -----------
    (Cost $17,250).....................                 17,250
                                                   -----------
TOTAL INVESTMENTS -- 106.0%
  (Cost $35,552,101)...................             35,683,623
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (6.0%).....................             (2,019,513)
                                                   -----------
NET ASSETS -- 100.0%...................            $33,664,110
                                                   ===========
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the period, this security amounted
        to 0.9% of net assets.

See Notes to Financial Statements.


<PAGE>

DEFINITION OF ABBREVIATIONS
- ------------------------------------------------------------------------------

THE FOLLOWING ABBREVIATIONS ARE USED THROUGHOUT THE SCHEDULES OF INVESTMENTS:

SECURITY DESCRIPTIONS:
- -----------------------
ADR-American Depositary Receipt
BRB-Brady Bond
CVT-Convertible Security
FRB-Floating Rate Bond (1)
FRN-Floating Rate Note (1)
GDR-Global Depositary Receipt
IO-Interest Only Security
PIK-Payment in Kind Security
REIT-Real Estate Investment Trust
STEP-Stepped Coupon Bond (2)
TBA-To be Announced Security
VR-Variable Rate Bond (1)
ZCB-Zero Coupon Bond (2)
(1)- Rates shown for variable and floating rate securities are the coupon rates
    as of June 30, 2000.
(2)- Rates shown are the effective yields at purchase date.
    COUNTRIES/CURRENCIES:
    ---------------------------
    ATS-Austria/Austrian Schilling
    AUD-Australia/Australian Dollar
    BEF-Belgium/Belgian Franc
    CAD-Canada/Canadian Dollar
    CHF-Switzerland/Swiss Franc
    DEM-Germany/German Deutschemark
    DKK-Denmark/Danish Krone
    ESP-Spain/Spanish Peseta
    EUR-Europe/Euro Currency
    FIM-Finland/Finnish Markka
    FRF-France/French Franc
    GBP-United Kingdom/British Pound
    GRD-Greece/Greek Drachma
    HKD-Hong Kong/Hong Kong Dollar
    IEP-Ireland/Irish Punt
    ITL-Italy/Italian Lira
    JPY-Japan/Japanese Yen
    KOR-Korea/Korean Won
    MXP-Mexico/Mexican Peso
    MYR-Malaysia/Malaysian Ringgit
    NLG-Netherlands/Netherland Guilder
    NOK-Norway/Norwegian Krone
    NZD-New Zealand/New Zealand Dollar
    PTE-Portugal/Portuguese Escudo
    SEK-Sweden/Swedish Krona
    SGD-Singapore/Singapore Dollar


<PAGE>

                      (This page intentionally left blank)


<PAGE>

AMERICAN SKANDIA TRUST
STATEMENTS OF ASSETS AND LIABILITIES

JUNE 30, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                      ---------------------------------------------------------------------------
                                                                                       PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                AST
                                                           AST           AST                                 NEUBERGER
                                                           AIM         ALLIANCE       AST          AST        BERMAN       AST
                                                      INTERNATIONAL   GROWTH AND     JANCAP       MONEY       MID-CAP      AIM
                                                         EQUITY         INCOME       GROWTH       MARKET       VALUE     BALANCED
                                                      -------------   ----------   ----------   ----------   ---------   --------
<S>                                                   <C>             <C>          <C>          <C>          <C>         <C>
ASSETS
   Investments in securities at value (A)...........    $753,260      $1,471,933   $5,908,809   $1,841,254   $683,334    $587,228
   Collateral received for securities lent..........          --        122,685     1,320,084           --     73,153      89,761
   Cash.............................................          38          7,498           146            1         --          13
   Foreign currency at value (B)....................       2,987             --            --           --         --          --
   Unrealized appreciation on foreign currency
     exchange contracts.............................          --             --            --           --         --          --
   Receivable for:
     Securities sold................................       1,101         21,311            --           --      2,606       2,018
     Dividends and interest.........................       1,628          2,820         3,458       13,185        945       5,008
     Futures variation margin.......................          --             --            --           --         --         388
     Unrealized appreciation on interest rate swap
       agreements...................................          --             --            --           --         --          --
   Other assets.....................................          14             10            --           11         --           4
                                                        --------      ----------   ----------   ----------   --------    --------
       TOTAL ASSETS.................................     759,028      1,626,257     7,232,497    1,854,451    760,038     684,420
                                                        --------      ----------   ----------   ----------   --------    --------
LIABILITIES
   Cash overdraft...................................          --             --            --           --         --          --
   Unrealized depreciation on foreign currency
     exchange contracts.............................          --             --            --           --         --          --
   Written options outstanding, at value............          --             --            --           --         --           3
   Unrealized depreciation on interest rate swap
     agreements.....................................          --             --            --           --         --          --
   Payable upon return of securities lent...........          --        122,685     1,320,084           --     73,153      89,761
   Payable for:
     Securities purchased...........................       2,341         22,416         3,522           --      8,698       3,076
     Futures variation margin.......................          --             --            --           --         --          --
     Advisory fees..................................         503            626         2,141          697        298         182
     Shareholder servicing fees.....................          62            135           497          159         58          48
     Accrued dividends..............................          --             --            --        9,068         --          --
     Accrued expenses and other liabilities.........         527            146           290          131         84         314
                                                        --------      ----------   ----------   ----------   --------    --------
       TOTAL LIABILITIES............................       3,433        146,008     1,326,534       10,055     82,291      93,384
                                                        --------      ----------   ----------   ----------   --------    --------
NET ASSETS..........................................    $755,595      $1,480,249   $5,905,963   $1,844,396   $677,747    $591,036
                                                        ========      ==========   ==========   ==========   ========    ========
COMPONENTS OF NET ASSETS
Common stock (unlimited number of shares authorized,
 $.001 par value per share).........................    $     28      $      75    $      125   $    1,844   $     49    $     42
Additional paid-in capital..........................     548,679      1,309,036     3,468,385    1,842,573    641,732     509,732
Undistributed net investment income (loss)..........        (379)         8,654       (13,302)          --      1,071       5,690
Accumulated net realized gain (loss) on
 investments........................................      56,913        130,723       (62,511)         (21)     6,228     (10,117)
Accumulated net unrealized appreciation
 (depreciation) on investments......................     150,354         31,761     2,513,266           --     28,667      85,689
                                                        --------      ----------   ----------   ----------   --------    --------
NET ASSETS..........................................    $755,595      $1,480,249   $5,905,963   $1,844,396   $677,747    $591,036
                                                        ========      ==========   ==========   ==========   ========    ========
Shares of common stock outstanding..................      28,107         74,725       125,275    1,844,417     48,874      41,658
Net asset value, offering and redemption price per
 share..............................................    $  26.88      $   19.81    $    47.14   $     1.00   $  13.87    $  14.19
                                                        ========      ==========   ==========   ==========   ========    ========
(A) Investments at cost.............................    $602,849      $1,440,172   $3,395,537   $1,841,254   $654,667    $501,510
                                                        ========      ==========   ==========   ==========   ========    ========
(B) Foreign currency at cost........................    $  2,974      $      --    $       --   $       --   $     --    $     --
                                                        ========      ==========   ==========   ==========   ========    ========
</TABLE>

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

See Notes to Financial Statements.


<PAGE>

<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------
                                                 PORTFOLIO
 ----------------------------------------------------------------------------------------------------------
                              AST                                      AST                           AST
    AST          AST         PIMCO         AST          AST         AMERICAN           AST        NEUBERGER
 FEDERATED     T. ROWE       TOTAL       INVESCO       JANUS         CENTURY         T. ROWE       BERMAN
   HIGH      PRICE ASSET     RETURN       EQUITY     SMALL-CAP    INTERNATIONAL   PRICE GLOBAL     MID-CAP
   YIELD     ALLOCATION       BOND        INCOME       GROWTH       GROWTH II         BOND         GROWTH
 ---------   -----------   ----------   ----------   ----------   -------------   -------------   ---------
 <S>         <C>           <C>          <C>          <C>          <C>             <C>             <C>
 $595,932     $435,458     $1,505,578   $1,153,162   $1,066,122     $455,183        $130,363      $763,228
   14,739       81,926             --       80,267      127,085           --              --       177,178
       --          420         14,161        3,578           --           65           5,197            --
       --           --          3,074           --           --           --              17            --
       --           --             47           --           --           67             315            --
      425          626          1,031        1,341        1,708        4,894           5,240         2,940
   11,316        2,893         12,051        5,286          146        1,048           2,245           328
       --           --             --           --           --           --              --            --
       --           --            440           --           --           --              --            --
        6            3             10           14           --            4              --            --
 --------     --------     ----------   ----------   ----------     --------        --------      --------
  622,418      521,326      1,536,392    1,243,648    1,195,061      461,261         143,377       943,674
 --------     --------     ----------   ----------   ----------     --------        --------      --------
       --           --             --           --           --           --              --            --
       --           --             91           --           --           21              95            --
       --           --            508           --           --           --              --            --
       --           --            568           --           --           --              --            --
   14,739       81,926             --       80,267      127,085           --              --       177,178
    2,585          825        401,287       17,021       15,265        7,473           6,680           685
       --           --             69           --           --           --              --            --
      368          102            250          721          363          153              46           238
       47           35             93           95           83           37              11            56
       --           --             --           --           --           --              --            --
       69           94            121          108          102          293             273            70
 --------     --------     ----------   ----------   ----------     --------        --------      --------
   17,808       82,982        402,987       98,212      142,898        7,977           7,105       178,227
 --------     --------     ----------   ----------   ----------     --------        --------      --------
 $604,610     $438,344     $1,133,405   $1,145,436   $1,052,163     $453,284        $136,272      $765,447
 ========     ========     ==========   ==========   ==========     ========        ========      ========
 $     58     $     24     $      105   $       67   $       33     $     33        $     15      $     29
  682,967      336,060      1,154,192      977,651      675,976      327,567         151,589       563,999
   28,820        5,724         29,736       11,908       (7,153)      (1,273)          8,210        (4,296)
  (17,258)       9,127        (34,574)      (1,873)     168,903      100,025         (18,670)       90,809
  (89,977)      87,409        (16,054)     157,683      214,404       26,932          (4,872)      114,906
 --------     --------     ----------   ----------   ----------     --------        --------      --------
 $604,610     $438,344     $1,133,405   $1,145,436   $1,052,163     $453,284        $136,272      $765,447
 ========     ========     ==========   ==========   ==========     ========        ========      ========
   57,565       23,733        104,870       66,945       32,783       32,797          14,956        28,854
   $10.50     $  18.47     $    10.81   $    17.11   $    32.09     $  13.82        $   9.11      $  26.53
 ========     ========     ==========   ==========   ==========     ========        ========      ========
 $685,908     $348,046     $1,527,046   $  995,479   $  851,718     $428,271        $135,448      $648,322
 ========     ========     ==========   ==========   ==========     ========        ========      ========
 $     --     $     --     $    3,063   $       --   $       --     $     --        $     17      $     --
 ========     ========     ==========   ==========   ==========     ========        ========      ========

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


<PAGE>

AMERICAN SKANDIA TRUST
STATEMENTS OF ASSETS AND LIABILITIES

JUNE 30, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                              ------------------------------------------------------------------
                                                                                          PORTFOLIO
- --------------------------------------------------------------------------------------------------------------------------------
                                                                            AST        AST                                AST
                                                                          T. ROWE     PIMCO                   AST       AMERICAN
                                                                AST        PRICE     LIMITED      AST        JANUS      CENTURY
                                                              FOUNDERS    NATURAL    MATURITY   ALLIANCE    OVERSEAS    INCOME &
                                                              PASSPORT   RESOURCES     BOND      GROWTH      GROWTH      GROWTH
                                                              --------   ---------   --------   --------   ----------   --------
<S>                                                           <C>        <C>         <C>        <C>        <C>          <C>
ASSETS
   Investments in securities at value (A)...................  $338,518   $116,080    $452,579   $443,785   $1,545,485   $478,044
   Collateral received for securities lent..................        --      9,099          --    103,202           --     53,158
   Cash.....................................................        --      2,379          --         --           21        282
   Foreign currency at value (B)............................       764         --         335         --            2         --
   Unrealized appreciation on foreign currency exchange
     contracts..............................................        27         --          40         --        8,288         --
   Receivable for:
     Securities sold........................................    10,034        596          31      3,862        6,266        606
     Dividends and interest.................................       536        219       4,214         66        1,468        499
     Futures variation margin...............................        --         --          --         --           --         25
     Unrealized appreciation on interest rate swap
       agreements...........................................        --         --          --         --           --         --
   Other assets.............................................         1          1           4          2           --          2
                                                              --------   --------    --------   --------   ----------   --------
       TOTAL ASSETS.........................................   349,880    128,374     457,203    550,917    1,561,530    532,616
                                                              --------   --------    --------   --------   ----------   --------
LIABILITIES
   Cash overdraft...........................................        --         --          --         --           --         --
   Unrealized depreciation on foreign currency exchange
     contracts..............................................        44         --          --         --        5,452         --
   Written options outstanding, at value....................        --         --          31         --           --         --
   Unrealized depreciation on interest rate swap
     agreements.............................................        --         --         145         --           --         --
   Payable upon return of securities lent...................        --      9,099          --    103,202           --     53,158
   Payable for:
     Securities purchased...................................     9,398          2      67,101      3,379       14,602        449
     Futures variation margin...............................        --         --          --         --           --         --
     Advisory fees..........................................       153         54          84        102          704        122
     Shareholder servicing fees.............................        95         10          32         36          218         64
     Accrued dividends......................................        --         --          --         --           --         --
     Accrued expenses and other liabilities.................        27         51          89         91          402         62
                                                              --------   --------    --------   --------   ----------   --------
       TOTAL LIABILITIES....................................     9,717      9,216      67,482    106,810       21,378     53,855
                                                              --------   --------    --------   --------   ----------   --------
NET ASSETS..................................................  $340,163   $119,158    $389,721   $444,107   $1,540,152   $478,761
                                                              ========   ========    ========   ========   ==========   ========
COMPONENTS OF NET ASSETS
Common stock (unlimited number of shares authorized, $.001
 par value per share).......................................  $     18   $      9    $     37   $     23   $       64   $     34
Additional paid-in capital..................................   342,445    112,432     386,087    313,934      858,591    452,340
Undistributed net investment income (loss)..................      (474)       915      10,742     (4,326)      (7,594)     1,474
Accumulated net realized gain (loss) on investments.........    (9,099)     4,987        (878)   106,749      219,939       (938)
Accumulated net unrealized appreciation (depreciation) on
 investments................................................     7,273        815      (6,267)    27,727      469,152     25,851
                                                              --------   --------    --------   --------   ----------   --------
NET ASSETS..................................................  $340,163   $119,158    $389,721   $444,107   $1,540,152   $478,761
                                                              ========   ========    ========   ========   ==========   ========
Shares of common stock outstanding..........................    17,656      8,520      36,997     22,901       64,044     34,081
Net asset value, offering and redemption price per share....  $  19.27   $  13.99    $  10.53   $  19.39   $    24.05   $  14.05
                                                              ========   ========    ========   ========   ==========   ========
(A) Investments at cost.....................................  $331,194   $115,262    $458,732   $416,058   $1,079,135   $452,151
                                                              ========   ========    ========   ========   ==========   ========
(B) Foreign currency at cost................................  $    799   $     --    $    340   $     --   $        2   $     --
                                                              ========   ========    ========   ========   ==========   ========
</TABLE>

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

See Notes to Financial Statements.


<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                               PORTFOLIO
- --------------------------------------------------------------------------------------------------------
        AST           AST            AST                                 AST         AST
     AMERICAN      AMERICAN        T. ROWE        AST         AST       LORD       SANFORD       AST
      CENTURY       CENTURY      PRICE SMALL    MARSICO     COHEN &    ABBETT     BERNSTEIN     KEMPER
     STRATEGIC   INTERNATIONAL     COMPANY      CAPITAL     STEERS    SMALL CAP    MANAGED    SMALL-CAP
     BALANCED       GROWTH          VALUE        GROWTH     REALTY      VALUE     INDEX 500     GROWTH
     ---------   -------------   -----------   ----------   -------   ---------   ---------   ----------
<S>  <C>         <C>             <C>           <C>          <C>       <C>         <C>         <C>
     $227,440      $301,812       $301,596     $1,908,129   $88,326   $124,225    $724,098    $1,084,554
       21,907            --         14,139        250,406   10,372       6,946      55,725       103,728
          112            12             --             --    1,056          --         719           698
           --            --             --             --       --          --          --            --
           --            43             --             --       --          --          --            --
        1,110         3,173            960          1,330      159         558         416           524
        1,465           360            411            664      514          58         894            85
           15            --             --             --       --          --          --            --
           --            --             --             --       --          --          --            --
            1            --              2              6       --          --           3             2
     --------      --------       --------     ----------   -------   --------    --------    ----------
      252,050       305,400        317,108      2,160,535   100,427    131,787     781,855     1,189,591
     --------      --------       --------     ----------   -------   --------    --------    ----------
           --            --             --            564       --          --          --            --
           --            13             --             --       --          --          --            --
           --            --             --             --       --          --          --            --
           --            --             --             --       --          --          --            --
       21,907            --         14,139        250,406   10,372       6,946      55,725       103,728
        4,613         3,241             --             --       --         901          --         1,017
           --            --             --             --       --          --          --            --
           70           111            126            706       46          36          90           352
           18            33             24            159       11          10          61            80
           --            --             --             --       --          --          --            --
           50           132             64            126       12          16          65            95
     --------      --------       --------     ----------   -------   --------    --------    ----------
       26,658         3,530         14,353        251,961   10,441       7,909      55,941       105,272
     --------      --------       --------     ----------   -------   --------    --------    ----------
     $225,392      $301,870       $302,755     $1,908,574   $89,986   $123,878    $725,914    $1,084,319
     ========      ========       ========     ==========   =======   ========    ========    ==========
     $     16      $     15       $     25     $       97   $   10    $     10    $     54    $       70
      206,791       254,707        304,661      1,468,126   90,316     109,272     678,179       716,555
        2,332          (306)         1,405         (4,434)   2,361        (383)      2,697        (5,823)
        4,549        19,329          3,279         52,295   (3,456)       (372)     20,875       145,332
       11,704        28,125         (6,615)       392,490      755      15,351      24,109       228,185
     --------      --------       --------     ----------   -------   --------    --------    ----------
     $225,392      $301,870       $302,755     $1,908,574   $89,986   $123,878    $725,914    $1,084,319
     ========      ========       ========     ==========   =======   ========    ========    ==========
       15,827        14,900         24,943         96,864   10,087      10,185      53,744        70,130
     $  14.24      $  20.26       $  12.14     $    19.70   $ 8.92    $  12.16    $  13.51    $    15.46
     ========      ========       ========     ==========   =======   ========    ========    ==========
     $215,709      $273,725       $308,210     $1,515,639   $87,572   $108,875    $699,989    $  856,369
     ========      ========       ========     ==========   =======   ========    ========    ==========
     $     --      $     --       $     --     $       --   $   --    $     --    $     --    $       --
     ========      ========       ========     ==========   =======   ========    ========    ==========

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


<PAGE>

AMERICAN SKANDIA TRUST
STATEMENTS OF ASSETS AND LIABILITIES

JUNE 30, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                              ----------------------------------------------------
                                                                                   PORTFOLIO
- ------------------------------------------------------------------------------------------------------------------
                                                                                      AST
                                                                AST                   MFS        AST         AST
                                                                MFS        AST      GROWTH      ALGER       JANUS
                                                              GLOBAL       MFS       WITH      ALL-CAP     MID-CAP
                                                              EQUITY     GROWTH     INCOME      GROWTH     GROWTH
                                                              -------    -------    -------    --------    -------
<S>                                                           <C>        <C>        <C>        <C>         <C>
ASSETS
   Investments in securities at value (A)...................  $12,847    $38,432    $34,671    $238,253    $35,684
   Collateral received for securities lent..................       --      5,999      3,365      63,294      6,505
   Cash.....................................................       58         24         59       3,552         --
   Foreign currency at value (B)............................        1         --         --          --         --
   Unrealized appreciation on foreign currency exchange
     contracts..............................................        1         --         --          --         --
   Receivable for:
     Securities sold........................................       60        253        155       2,503         --
     Dividends and interest.................................        3         15         29          48          2
     Futures variation margin...............................       --         --         --          --         --
     Unrealized appreciation on interest rate swap
       agreements...........................................       --         --         --          --         --
   Other assets.............................................       --         --         --          --         --
                                                              -------    -------    -------    --------    -------
       TOTAL ASSETS.........................................   12,970     44,723     38,279     307,650     42,191
                                                              -------    -------    -------    --------    -------
LIABILITIES
   Cash overdraft...........................................       --         --         --          --         --
   Unrealized depreciation on foreign currency exchange
     contracts..............................................       --         --         --          --         --
   Written options outstanding, at value....................       --         --         --          --         --
   Unrealized depreciation on interest rate swap
     agreements.............................................       --         --         --          --         --
   Payable upon return of securities lent...................       --      5,999      3,365      63,294      6,505
   Payable for:
     Securities purchased...................................      759        541        234       5,272      2,002
     Futures variation margin...............................       --         --         --          --         --
     Advisory fees..........................................        7         12         10         208         12
     Shareholder servicing fees.............................        1          3          2          19          2
     Accrued dividends......................................       --         --         --          --         --
     Accrued expenses and other liabilities.................       --         --         --          59          6
                                                              -------    -------    -------    --------    -------
       TOTAL LIABILITIES....................................      767      6,555      3,611      68,852      8,527
                                                              -------    -------    -------    --------    -------
NET ASSETS..................................................  $12,203    $38,168    $34,668    $238,798    $33,664
                                                              =======    =======    =======    ========    =======
COMPONENTS OF NET ASSETS
Common stock (unlimited number of shares authorized, $.001
 par value per share).......................................  $     1    $     3    $     3    $     27    $     3
Additional paid-in capital..................................   11,763     37,174     33,925     284,589     33,331
Undistributed net investment income (loss)..................       35         23         58           1         54
Accumulated net realized gain (loss) on investments.........       96       (706)      (176)    (37,176)       144
Accumulated net unrealized appreciation (depreciation) on
 investments................................................      308      1,674        858      (8,643)       132
                                                              -------    -------    -------    --------    -------
NET ASSETS..................................................  $12,203    $38,168    $34,668    $238,798    $33,664
                                                              =======    =======    =======    ========    =======
Shares of common stock outstanding..........................    1,098      3,274      3,264      27,215      3,310
Net asset value, offering and redemption price per share....  $ 11.11    $ 11.66    $ 10.62    $   8.77    $ 10.17
                                                              =======    =======    =======    ========    =======
(A) Investments at cost.....................................  $12,533    $36,757    $33,813    $246,896    $35,552
                                                              =======    =======    =======    ========    =======
(B) Foreign currency at cost................................  $     1    $    --    $    --    $     --    $    --
                                                              =======    =======    =======    ========    =======
</TABLE>

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

See Notes to Financial Statements.


<PAGE>

                      (This page intentionally left blank)


<PAGE>

AMERICAN SKANDIA TRUST
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                         ------------------------------------------------------------------------
                                                                                        PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                               AST
                                                              AST           AST                             NEUBERGER
                                                              AIM         ALLIANCE       AST        AST      BERMAN        AST
                                                         INTERNATIONAL   GROWTH AND    JANCAP      MONEY     MID-CAP       AIM
                                                            EQUITY         INCOME      GROWTH     MARKET      VALUE     BALANCED
                                                         -------------   ----------   ---------   -------   ---------   ---------
<S>                                                      <C>             <C>          <C>         <C>       <C>         <C>
INVESTMENT INCOME
   Interest............................................    $   1,005     $   1,532    $  13,180   $58,618    $   964     $ 8,613
   Dividends...........................................        9,129        13,657        5,514       --       3,585         766
   Foreign taxes withheld..............................         (117)          (13)        (333)      --          (3)         (6)
                                                           ---------     ---------    ---------   -------    -------     -------
       Total Investment Income.........................       10,017        15,176       18,361   58,618       4,546       9,373
                                                           ---------     ---------    ---------   -------    -------     -------
EXPENSES
   Investment advisory fees............................        3,205         5,505       27,811    4,974       2,994       1,972
   Shareholder servicing fees..........................          370           734        3,037      995         333         271
   Administration and accounting fees..................          198           250          463      284         191         171
   Custodian fees......................................          324           128          404      142          60         156
   Distribution fees...................................          245         1,562           66       --         493           8
   Audit and legal fees................................            5             9           38       12           4           3
   Trustees' fees......................................            3             5           22        7           2           2
   Insurance expenses..................................            2             3           13        4           1           1
   Miscellaneous expenses..............................            5             6           14        6           4          35
                                                           ---------     ---------    ---------   -------    -------     -------
       Total Expenses..................................        4,357         8,202       31,868    6,424       4,082       2,619
       Less: Advisory fee waivers and expense
         reimbursements................................           --          (118)      (1,270)    (497)         --          --
       Less: Fees paid indirectly......................         (245)       (1,562)         (66)      --        (493)         (8)
                                                           ---------     ---------    ---------   -------    -------     -------
       Net Expenses....................................        4,112         6,522       30,532    5,927       3,589       2,611
                                                           ---------     ---------    ---------   -------    -------     -------
Net Investment Income (Loss)...........................        5,905         8,654      (12,171)  52,691         957       6,762
                                                           ---------     ---------    ---------   -------    -------     -------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain (loss) on:
       Securities......................................       54,728       131,196      (43,653)     (21)     11,510      (9,116)
       Foreign currency transactions...................       (1,871)           --           13       --          --      (1,158)
       Futures contracts...............................           --            --           --       --          --         348
       Written options contracts.......................           --            --           --       --          --         153
       Swap agreements.................................           --            --           --       --          --          --
                                                           ---------     ---------    ---------   -------    -------     -------
   Net realized gain (loss)............................       52,857       131,196      (43,640)     (21)     11,510      (9,773)
                                                           ---------     ---------    ---------   -------    -------     -------
 Net change in unrealized appreciation (depreciation)
   on:
       Securities......................................     (136,251)     (177,106)    (404,103)      --      18,496      14,969
       Futures contracts...............................           --            --           --       --          --        (840)
       Written option contracts........................           --            --           --       --          --        (320)
       Swap agreements.................................           --            --           --       --          --          --
       Translation of assets and liabilities
         denominated in foreign currencies.............          (40)           --         (971)      --          --          (4)
                                                           ---------     ---------    ---------   -------    -------     -------
   Net change in unrealized appreciation
     (depreciation)....................................     (136,291)     (177,106)    (405,074)      --      18,496      13,805
                                                           ---------     ---------    ---------   -------    -------     -------
   Net gain (loss) on investments......................      (83,434)      (45,910)    (448,714)     (21)     30,006       4,032
                                                           ---------     ---------    ---------   -------    -------     -------
   Net Increase (Decrease) in Net Assets Resulting from
     Operations........................................    $ (77,529)    $ (37,256)   $(460,885)  $52,670    $30,963     $10,794
                                                           =========     =========    =========   =======    =======     =======
</TABLE>

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

See Notes to Financial Statements.


<PAGE>

<TABLE>
<CAPTION>
    ----------------------------------------------------------------------------------------------
                                              PORTFOLIO
    ----------------------------------------------------------------------------------------------
                                AST                                AST          AST         AST
       AST          AST        PIMCO      AST        AST        AMERICAN      T. ROWE    NEUBERGER
    FEDERATED     T. ROWE      TOTAL    INVESCO     JANUS        CENTURY       PRICE      BERMAN
      HIGH      PRICE ASSET   RETURN    EQUITY    SMALL-CAP   INTERNATIONAL    GLOBAL     MID-CAP
      YIELD     ALLOCATION     BOND     INCOME     GROWTH       GROWTH II       BOND      GROWTH
    ---------   -----------   -------   -------   ---------   -------------   --------   ---------
<S> <C>         <C>           <C>       <C>       <C>         <C>             <C>        <C>
    $ 30,376      $ 6,142     $36,816   $10,952   $  3,345      $     452     $  3,398   $  1,382
       1,157        1,762         --     5,979         295          2,894           --        147
          --          (44)        --        --          (7)          (224)          (1)        --
    --------      -------     -------   -------   ---------     ---------     --------   --------
      31,533        7,860     36,816    16,931       3,633          3,122        3,397      1,529
    --------      -------     -------   -------   ---------     ---------     --------   --------
       2,131        1,821      3,421     4,071       5,895          2,409          530      2,669
         284          214        526       543         655            237           66        296
         189          165        227       229         240            172           67        148
          58           57        135        95          91            141           65         49
          --           --         --       179           6             --           --         43
           4            3          7         7           8              3            1          4
           2            2          4         4           5              2            1          2
           1            1          2         2           3              1            1          1
          45           33         11         9           6             24           10          4
    --------      -------     -------   -------   ---------     ---------     --------   --------
       2,714        2,296      4,333     5,139       6,909          2,989          741      3,216
          --           --        (13)      (18)         (6)            --           --         --
          --           --         --      (179)         (6)            --           --        (43)
    --------      -------     -------   -------   ---------     ---------     --------   --------
       2,714        2,296      4,320     4,942       6,897          2,989          741      3,173
    --------      -------     -------   -------   ---------     ---------     --------   --------
      28,819        5,564     32,496    11,989      (3,264)           133        2,656     (1,644)
    --------      -------     -------   -------   ---------     ---------     --------   --------
     (10,119)       9,422     (3,444)   (1,866)    166,452        102,253       (1,541)    91,858
          --          (58)       (35)       --           3         (1,374)      (9,646)        --
          --           --     (4,633)       --          --             --           --         --
          --           --        368        --          --             --           --         --
          --           --     (1,704)       --          --             --           --         --
    --------      -------     -------   -------   ---------     ---------     --------   --------
     (10,119)       9,364     (9,448)   (1,866)    166,455        100,879      (11,187)    91,858
    --------      -------     -------   -------   ---------     ---------     --------   --------
     (32,589)      (9,794)     6,831    10,016    (400,468)      (139,048)       3,406    (36,038)
          --           --     10,431        --          --             --           --         --
          --           --        485        --          --             --           --         --
          --           --        119        --          --             --           --         --
          --           (1)        78        --          (1)            41          289         --
    --------      -------     -------   -------   ---------     ---------     --------   --------
     (32,589)      (9,795)    17,944    10,016    (400,469)      (139,007)       3,695    (36,038)
    --------      -------     -------   -------   ---------     ---------     --------   --------
     (42,708)        (431)     8,496     8,150    (234,014)       (38,128)      (7,492)    55,820
    --------      -------     -------   -------   ---------     ---------     --------   --------
    $(13,889)     $ 5,133     $40,992   $20,139   $(237,278)    $ (37,995)    $ (4,836)  $ 54,176
    ========      =======     =======   =======   =========     =========     ========   ========
</TABLE>

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


<PAGE>

AMERICAN SKANDIA TRUST
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              -----------------------------------------------------------------
                                                                                          PORTFOLIO
- -------------------------------------------------------------------------------------------------------------------------------
                                                                            AST        AST                               AST
                                                                          T. ROWE     PIMCO                   AST      AMERICAN
                                                                AST        PRICE     LIMITED      AST        JANUS     CENTURY
                                                              FOUNDERS    NATURAL    MATURITY   ALLIANCE   OVERSEAS    INCOME &
                                                              PASSPORT   RESOURCES     BOND      GROWTH     GROWTH      GROWTH
                                                              --------   ---------   --------   --------   ---------   --------
<S>                                                           <C>        <C>         <C>        <C>        <C>         <C>
INVESTMENT INCOME
   Interest.................................................  $    528    $   182    $13,146    $    804   $   4,615   $    519
   Dividends................................................     1,405      1,182         --         426       8,592      2,950
   Foreign taxes withheld...................................       (92)       (18)        --          (4)       (193)        (8)
                                                              --------    -------    -------    --------   ---------   --------
       Total Investment Income..............................     1,841      1,346     13,146       1,226      13,014      3,461
                                                              --------    -------    -------    --------   ---------   --------
EXPENSES
   Investment advisory fees.................................     1,738        486      1,241       1,860       8,751      1,576
   Shareholder servicing fees...............................       174         54        192         207         875        210
   Administration and accounting fees.......................        96         48        160         141         246        140
   Custodian fees...........................................       107         25         55          46         256         51
   Distribution fees........................................        --         56         --         251         140         --
   Audit and legal fees.....................................         2          1          2           3          11          3
   Trustees' fees...........................................         1         --          1           1           6          2
   Insurance expenses.......................................         1         --          1           1           4          1
   Miscellaneous expenses...................................         5          5          9           3          17          4
                                                              --------    -------    -------    --------   ---------   --------
       Total Expenses.......................................     2,124        675      1,661       2,513      10,306      1,987
       Less: Advisory fee waivers and expense
         reimbursements.....................................        --         --         --          --         (72)        --
       Less: Fees paid indirectly...........................        --        (56)        --        (251)       (140)        --
                                                              --------    -------    -------    --------   ---------   --------
       Net Expenses.........................................     2,124        619      1,661       2,262      10,094      1,987
                                                              --------    -------    -------    --------   ---------   --------
Net Investment Income (Loss)................................      (283)       727     11,485      (1,036)      2,920      1,474
                                                              --------    -------    -------    --------   ---------   --------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain (loss) on:
       Securities...........................................    (7,091)     6,564      1,105     104,882     207,448      1,595
       Foreign currency transactions........................    (2,003)       (36)       222          --      22,962         --
       Futures contracts....................................        --         --       (402)         --          --       (357)
       Written options contracts............................        --         --         --          --          --         --
       Swap agreements......................................        --         --         --          --          --         --
                                                              --------    -------    -------    --------   ---------   --------
   Net realized gain (loss).................................    (9,094)     6,528        925     104,882     230,410      1,238
                                                              --------    -------    -------    --------   ---------   --------
 Net change in unrealized appreciation (depreciation) on:
       Securities...........................................   (52,551)    (1,523)    (1,110)    (68,243)   (250,627)   (17,021)
       Futures contracts....................................        --         --        217          --          --       (456)
       Written option contracts.............................        --         --       (113)         --          --         --
       Swap agreements......................................        --         --        (47)         --          --         --
       Translation of assets and liabilities denominated in
         foreign currencies.................................        47         (2)       (16)         --         427         --
                                                              --------    -------    -------    --------   ---------   --------
   Net change in unrealized appreciation (depreciation).....   (52,504)    (1,525)    (1,069)    (68,243)   (250,200)   (17,477)
                                                              --------    -------    -------    --------   ---------   --------
   Net gain (loss) on investments...........................   (61,598)     5,003       (144)     36,639     (19,790)   (16,239)
                                                              --------    -------    -------    --------   ---------   --------
   Net Increase (Decrease) in Net Assets Resulting from
     Operations.............................................  $(61,881)   $ 5,730    $11,341    $ 35,603   $ (16,870)  $(14,765)
                                                              ========    =======    =======    ========   =========   ========
</TABLE>

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

See Notes to Financial Statements.


<PAGE>

<TABLE>
<CAPTION>
    -------------------------------------------------------------------------------------------------
                                                PORTFOLIO
    -------------------------------------------------------------------------------------------------
       AST           AST            AST                                AST         AST
    AMERICAN      AMERICAN        T. ROWE        AST        AST       LORD       SANFORD       AST
     CENTURY       CENTURY      PRICE SMALL    MARSICO    COHEN &    ABBETT     BERNSTEIN    KEMPER
    STRATEGIC   INTERNATIONAL     COMPANY      CAPITAL    STEERS    SMALL CAP    MANAGED    SMALL-CAP
    BALANCED       GROWTH          VALUE       GROWTH     REALTY      VALUE     INDEX 500    GROWTH
    ---------   -------------   -----------   ---------   -------   ---------   ---------   ---------
<S> <C>         <C>             <C>           <C>         <C>       <C>         <C>         <C>
     $ 2,935      $    578        $   349     $   4,090   $  111     $   190    $  1,257    $   1,956
         662           932          2,293         3,240    2,122         231       4,073          207
          (1)          (47)            --            (8)      --          (2)         (2)          --
     -------      --------        -------     ---------   ------     -------    --------    ---------
       3,596         1,463          2,642         7,322    2,233         419       5,328        2,163
     -------      --------        -------     ---------   ------     -------    --------    ---------
         922         1,030          1,218         8,072      360         451       2,069        4,436
         109           103            135           897       36          47         345          468
         103            71            117           256       37          37         109          205
          44           134             33           122        9          17          89           78
          --             4             --           124       28          --         128           22
           1             1              2            11       --           1           4            6
           1             1              1             6       --          --           2            3
          --            --              1             4       --          --           2            2
           3            12              3             7        2           2          11            2
     -------      --------        -------     ---------   ------     -------    --------    ---------
       1,183         1,356          1,510         9,499      472         555       2,759        5,222
          --            --             --          (200)      --          --          --           (1)
          --            (4)            --          (124)     (28)         --        (128)         (22)
     -------      --------        -------     ---------   ------     -------    --------    ---------
       1,183         1,352          1,510         9,175      444         555       2,631        5,199
     -------      --------        -------     ---------   ------     -------    --------    ---------
       2,413           111          1,132        (1,853)   1,789        (136)      2,697       (3,036)
     -------      --------        -------     ---------   ------     -------    --------    ---------
       5,879        19,990          3,423        50,978     (263)      1,912      23,251      142,614
      (1,249)          (20)            --           (62)      --          --          --           --
         145            --             --            --       --          --       4,346           --
          --            --             --            --       --          --          --           --
          --            --             --            --       --          --          --           --
     -------      --------        -------     ---------   ------     -------    --------    ---------
       4,775        19,970          3,423        50,916     (263)      1,912      27,597      142,614
     -------      --------        -------     ---------   ------     -------    --------    ---------
      (5,501)      (34,075)        30,918      (173,148)   5,533       9,197     (51,748)    (107,716)
         (75)           --             --            --       --          --          --           --
          --            --             --            --       --          --          --           --
          --            --             --            --       --          --          --           --
          (1)           41             --            (2)      --          --          --           --
     -------      --------        -------     ---------   ------     -------    --------    ---------
      (5,577)      (34,034)        30,918      (173,150)   5,533       9,197     (51,748)    (107,716)
     -------      --------        -------     ---------   ------     -------    --------    ---------
        (802)      (14,064)        34,341      (122,234)   5,270      11,109     (24,151)      34,898
     -------      --------        -------     ---------   ------     -------    --------    ---------
     $ 1,611      $(13,953)       $35,473     $(124,087)  $7,059     $10,973    $(21,454)   $  31,862
     =======      ========        =======     =========   ======     =======    ========    =========
</TABLE>

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


<PAGE>

AMERICAN SKANDIA TRUST
STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 (UNAUDITED)
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               --------------------------------------------------
                                                                                   PORTFOLIO
- -----------------------------------------------------------------------------------------------------------------
                                                                AST                  AST         AST        AST
                                                                MFS      AST         MFS        ALGER      JANUS
                                                               GLOBAL    MFS     GROWTH WITH   ALL-CAP    MID-CAP
                                                               EQUITY   GROWTH     INCOME       GROWTH    GROWTH
                                                               ------   ------   -----------   --------   -------
<S>                                                            <C>      <C>      <C>           <C>        <C>
INVESTMENT INCOME
   Interest.................................................    $ 20    $  89       $  55      $    866    $ 92
   Dividends................................................      46       41         101            68       2
   Foreign taxes withheld...................................      (1)      --          (1)           (2)     --
                                                                ----    ------      -----      --------    ----
       Total Investment Income..............................      65      130         155           932      94
                                                                ----    ------      -----      --------    ----
EXPENSES
   Investment advisory fees.................................      24       95          92           739      31
   Shareholder servicing fees...............................       2       11           9            76       3
   Administration and accounting fees.......................       1        1           3            75       3
   Custodian fees...........................................       2       --           1            37      --
   Distribution fees........................................      --       --          --            --       1
   Audit and legal fees.....................................      --       --          --             1      --
   Trustees' fees...........................................      --       --          --            --      --
   Insurance expenses.......................................      --       --          --            --      --
   Miscellaneous expenses...................................      --       --          --             3       3
                                                                ----    ------      -----      --------    ----
       Total Expenses.......................................      29      107         105           931      41
       Less: Advisory fee waivers and expense
         reimbursements.....................................      --       --          (8)           --      --
       Less: Fees paid indirectly...........................      --       --          --            --      (1)
                                                                ----    ------      -----      --------    ----
       Net Expenses.........................................      29      107          97           931      40
                                                                ----    ------      -----      --------    ----
Net Investment Income (Loss)................................      36       23          58             1      54
                                                                ----    ------      -----      --------    ----
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain (loss) on:
       Securities...........................................      95     (692)       (170)      (37,176)    144
       Foreign currency transactions........................       1       (8)         (3)           --      --
       Futures contracts....................................      --       --          --            --      --
       Written options contracts............................      --       --          --            --      --
       Swap agreements......................................      --       --          --            --      --
                                                                ----    ------      -----      --------    ----
   Net realized gain (loss).................................      96     (700)       (173)      (37,176)    144
                                                                ----    ------      -----      --------    ----
 Net change in unrealized appreciation (depreciation) on:
       Securities...........................................     210    1,305         584        (8,643)    132
       Futures contracts....................................      --       --          --            --      --
       Written option contracts.............................      --       --          --            --      --
       Swap agreements......................................      --       --          --            --      --
       Translation of assets and liabilities denominated in
         foreign currencies.................................      (7)      --          --            --      --
                                                                ----    ------      -----      --------    ----
   Net change in unrealized appreciation (depreciation).....     203    1,305         584        (8,643)    132
                                                                ----    ------      -----      --------    ----
   Net gain (loss) on investments...........................     299      605         411       (45,819)    276
                                                                ----    ------      -----      --------    ----
   Net Increase (Decrease) in Net Assets Resulting from
     Operations.............................................    $335    $ 628       $ 469      $(45,818)   $330
                                                                ====    ======      =====      ========    ====
</TABLE>

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

See Notes to Financial Statements.


<PAGE>

                      (This page intentionally left blank)


<PAGE>

AMERICAN SKANDIA TRUST
STATEMENTS OF CHANGES IN NET ASSETS

(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                              ---------------------------------------------------------------------------------------------------
                                                                           PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------------------------
                                          AST AIM                        AST ALLIANCE
                                   INTERNATIONAL EQUITY                GROWTH AND INCOME                 AST JANCAP GROWTH
                              -------------------------------   -------------------------------   -------------------------------
                              SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
                               JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
                                (UNAUDITED)          1999         (UNAUDITED)          1999         (UNAUDITED)          1999
                              ----------------   ------------   ----------------   ------------   ----------------   ------------
<S>                           <C>                <C>            <C>                <C>            <C>                <C>
FROM OPERATIONS
   Net investment income
     (loss).................     $   5,905        $     970        $    8,654       $   14,653       $  (12,171)     $     5,220
   Net realized gain (loss)
     on investments.........        52,857           94,950           131,196          171,133          (43,640)         477,448
   Net change in unrealized
     appreciation
     (depreciation) on
     investments............      (136,291)         209,949          (177,106)           9,189         (405,074)       1,482,720
                                 ---------        ---------        ----------       ----------       ----------      -----------
     Net Increase (Decrease)
       in Net Assets from
       Operations...........       (77,529)         305,869           (37,256)         194,975         (460,885)       1,965,388
                                 ---------        ---------        ----------       ----------       ----------      -----------
DIVIDENDS AND DISTRIBUTIONS
 TO SHAREHOLDERS
   Dividends to shareholders
     from net investment
     income.................        (1,501)              --           (14,653)         (13,889)          (7,572)              --
   Distributions to
     shareholders from
     capital gains..........       (96,849)         (40,173)         (169,612)         (65,834)        (492,826)        (130,343)
                                 ---------        ---------        ----------       ----------       ----------      -----------
     Total Dividends and
       Distributions to
       Shareholders.........       (98,350)         (40,173)         (184,265)         (79,723)        (500,398)        (130,343)
                                 ---------        ---------        ----------       ----------       ----------      -----------
CAPITAL SHARE TRANSACTIONS
   Proceeds from shares
     sold...................       385,348          466,738           251,361          593,376        1,290,700        2,869,466
   Net asset value of shares
     issued in reinvestment
     of dividends and
     distributions..........        98,350           40,173           184,265           79,723          500,398          130,343
   Cost of shares
     redeemed...............      (322,736)        (499,556)         (232,162)        (471,954)        (847,630)      (2,166,734)
                                 ---------        ---------        ----------       ----------       ----------      -----------
     Increase (Decrease) in
       Net Assets from
       Capital Share
       Transactions.........       160,962            7,355           203,464          201,145          943,468          833,075
                                 ---------        ---------        ----------       ----------       ----------      -----------
       Total Increase
         (Decrease) in Net
         Assets.............       (14,917)         273,051           (18,057)         316,397          (17,815)       2,668,120)
NET ASSETS
   Beginning of Period......       770,512          497,461         1,498,306        1,181,909        5,923,778        3,255,658
                                 ---------        ---------        ----------       ----------       ----------      -----------
   End of Period............     $ 755,595        $ 770,512        $1,480,249       $1,498,306       $5,905,963      $ 5,923,778
                                 =========        =========        ==========       ==========       ==========      ===========
SHARES ISSUED AND REDEEMED
   Shares sold..............        13,788           19,802            12,279           26,751           24,844           68,510
   Shares issued in
     reinvestment of
     dividends and
     distributions..........         3,216            1,887            10,214            3,891            9,573            3,397
   Shares redeemed..........       (11,407)         (21,118)          (11,518)         (21,409)         (16,433)         (52,595)
                                 ---------        ---------        ----------       ----------       ----------      -----------
     Net Increase (Decrease)
       in Shares
       Outstanding..........         5,597              571            10,975            9,233           17,984           19,312
                                 =========        =========        ==========       ==========       ==========      ===========
</TABLE>

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

See Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                               PORTFOLIO
- -------------------------------------------------------------------------------------------------------
                                           AST NEUBERGER BERMAN
           AST MONEY MARKET                    MID-CAP VALUE                   AST AIM BALANCED
    -------------------------------   -------------------------------   -------------------------------
    SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
     JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
      (UNAUDITED)          1999         (UNAUDITED)          1999         (UNAUDITED)          1999
    ----------------   ------------   ----------------   ------------   ----------------   ------------
<S> <C>                <C>            <C>                <C>            <C>                <C>
      $    52,691      $    71,758       $     957        $   2,177         $  6,762         $ 10,135
              (21)               8          11,510           (1,550)          (9,773)          37,486
               --               --          18,496           (4,592)          13,805           37,287
      -----------      -----------       ---------        ---------         --------         --------
           52,670           71,766          30,963           (3,965)          10,794           84,908
      -----------      -----------       ---------        ---------         --------         --------
          (52,691)         (71,758)         (2,176)          (3,830)         (10,797)          (9,982)
               (8)            (106)         (2,619)          (8,712)         (36,372)         (33,245)
      -----------      -----------       ---------        ---------         --------         --------
          (52,699)         (71,864)         (4,795)         (12,542)         (47,169)         (43,227)
      -----------      -----------       ---------        ---------         --------         --------
        5,722,386        9,162,968         137,452          648,383           95,348           58,331
           51,958           67,429           4,795           12,542           47,169           43,228
       (6,339,076)      (7,788,875)       (155,051)        (252,003)         (14,677)         (53,004)
      -----------      -----------       ---------        ---------         --------         --------
         (564,732)       1,441,522         (12,804)         408,922          127,840           48,555
      -----------      -----------       ---------        ---------         --------         --------
         (564,761)       1,441,424          13,364          392,415           91,465           90,236
        2,409,157          967,733         664,383          271,968          499,571          409,335
      -----------      -----------       ---------        ---------         --------         --------
      $ 1,844,396      $ 2,409,157       $ 677,747        $ 664,383         $591,036         $499,571
      ===========      ===========       =========        =========         ========         ========
        5,722,386        9,162,968          10,064           47,274            6,614            4,301
           51,958           67,429             379              999            3,271            3,442
       (6,339,075)      (7,788,875)        (11,448)         (19,055)          (1,007)          (3,934)
      -----------      -----------       ---------        ---------         --------         --------
         (564,731)       1,441,522          (1,005)          29,218            8,878            3,809
      ===========      ===========       =========        =========         ========         ========

<CAPTION>
- ---  -----------------------------------------------------------------
                                 PORTFOLIO
- ---  -----------------------------------------------------------------
              AST FEDERATED                   AST T. ROWE PRICE
               HIGH YIELD                     ASSET ALLOCATION
     -------------------------------   -------------------------------
     SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
      JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
       (UNAUDITED)          1999         (UNAUDITED)          1999
     ----------------   ------------   ----------------   ------------
<S>  <C>                <C>            <C>                <C>
        $  28,819        $  57,676         $  5,564         $ 10,648
          (10,119)          (7,097)           9,364            3,891
          (32,589)         (38,643)          (9,795)          25,492
        ---------        ---------         --------         --------
          (13,889)          11,936            5,133           40,031
        ---------        ---------         --------         --------
          (57,675)         (46,298)         (10,446)          (7,355)
               --           (4,074)          (4,195)            (104)
        ---------        ---------         --------         --------
          (57,675)         (50,372)         (14,641)          (7,459)
        ---------        ---------         --------         --------
          147,207          351,076           42,979          127,050
           57,675           50,372           14,641            7,459
         (152,496)        (334,904)         (57,310)         (63,736)
        ---------        ---------         --------         --------
           52,386           66,544              310           70,773
        ---------        ---------         --------         --------
          (19,178)          28,108           (9,198)         103,345
          623,788          595,680          447,542          344,197
        ---------        ---------         --------         --------
        $ 604,610        $ 623,788         $438,344         $447,542
        =========        =========         ========         ========
           13,932           28,958            2,320            7,183
            5,415            4,212              831              438
          (14,101)         (27,931)          (3,153)          (3,583)
        ---------        ---------         --------         --------
            5,246            5,239               (2)           4,038
        =========        =========         ========         ========
</TABLE>

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


<PAGE>

AMERICAN SKANDIA TRUST
STATEMENTS OF CHANGES IN NET ASSETS

(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                              ---------------------------------------------------------------------------------------------------
                                                                           PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------------------------
                                      AST PIMCO TOTAL                     AST INVESCO                        AST JANUS
                                        RETURN BOND                      EQUITY INCOME                   SMALL-CAP GROWTH
                              -------------------------------   -------------------------------   -------------------------------
                              SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
                               JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
                                (UNAUDITED)          1999         (UNAUDITED)          1999         (UNAUDITED)          1999
                              ----------------   ------------   ----------------   ------------   ----------------   ------------
<S>                           <C>                <C>            <C>                <C>            <C>                <C>
FROM OPERATIONS
   Net investment income
     (loss).................     $   32,496       $   54,418       $   11,989       $   20,214       $   (3,264)      $   (2,537)
   Net realized gain (loss)
     on investments.........         (9,448)         (28,885)          (1,866)          78,862          166,455          145,207
   Net change in unrealized
     appreciation
     (depreciation) on
     investments............         17,944          (35,986)          10,016            2,582         (400,469)         550,645
                                 ----------       ----------       ----------       ----------       ----------       ----------
     Net Increase (Decrease)
       in Net Assets from
       Operations...........         40,992          (10,453)          20,139          101,658         (237,278)         693,315
                                 ----------       ----------       ----------       ----------       ----------       ----------
DIVIDENDS AND DISTRIBUTIONS
 TO SHAREHOLDERS
   Dividends to shareholders
     from net investment
     income.................        (54,224)         (40,382)         (20,214)         (15,474)              --               --
   Distributions to
     shareholders from
     capital gains..........             --          (29,828)         (78,949)         (23,985)        (136,801)              --
                                 ----------       ----------       ----------       ----------       ----------       ----------
     Total Dividends and
       Distributions to
       Shareholders.........        (54,224)         (70,210)         (99,163)         (39,459)        (136,801)              --
                                 ----------       ----------       ----------       ----------       ----------       ----------
CAPITAL SHARE TRANSACTIONS
   Proceeds from shares
     sold...................        253,911          406,569          221,629          375,408          135,992          917,746
   Net asset value of shares
     issued in reinvestment
     of dividends and
     distributions..........         54,224           70,210           99,163           39,458          136,801               --
   Cost of shares
     redeemed...............       (167,261)        (286,850)        (144,396)        (260,483)        (289,762)        (453,697)
                                 ----------       ----------       ----------       ----------       ----------       ----------
     Increase (Decrease) in
       Net Assets from
       Capital Share
       Transactions.........        140,874          189,929          176,396          154,383          (16,969)         464,049
                                 ----------       ----------       ----------       ----------       ----------       ----------
       Total Increase
         (Decrease) in Net
         Assets.............        127,642          109,266           97,372          216,582         (391,048)       1,157,364
NET ASSETS
   Beginning of Period......      1,005,763          896,497        1,048,064          831,482        1,443,211          285,847
                                 ----------       ----------       ----------       ----------       ----------       ----------
   End of Period............     $1,133,405       $1,005,763       $1,145,436       $1,048,064       $1,052,163       $1,443,211
                                 ==========       ==========       ==========       ==========       ==========       ==========
SHARES ISSUED AND REDEEMED
   Shares sold..............         23,766           36,437           12,945           20,846            3,217           37,569
   Shares issued in
     reinvestment of
     dividends and
     distributions..........          5,154            6,394            6,225            2,329            3,008               --
   Shares redeemed..........        (15,593)         (25,872)          (8,411)         (14,501)          (7,312)         (19,931)
                                 ----------       ----------       ----------       ----------       ----------       ----------
     Net Increase (Decrease)
       in Shares
       Outstanding..........         13,327           16,959           10,759            8,674           (1,087)          17,638
                                 ==========       ==========       ==========       ==========       ==========       ==========
</TABLE>

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

See Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                             PORTFOLIO
- ---------------------------------------------------------------------------------------------------
     AST AMERICAN CENTURY                AST T. ROWE PRICE               AST NEUBERGER BERMAN
    INTERNATIONAL GROWTH II                 GLOBAL BOND                     MID-CAP GROWTH
- -------------------------------   -------------------------------   -------------------------------
SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
 JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
  (UNAUDITED)          1999         (UNAUDITED)          1999         (UNAUDITED)          1999
- ----------------   ------------   ----------------   ------------   ----------------   ------------
<S>                <C>            <C>                <C>            <C>                <C>
   $     133        $   2,133         $  2,656         $  5,163        $  (1,644)       $  (1,935)
     100,879           47,755          (11,187)          (3,742)          91,858           13,781
    (139,007)          83,119            3,695          (14,013)         (36,038)         118,263
   ---------        ---------         --------         --------        ---------        ---------
     (37,995)         133,007           (4,836)         (12,592)          54,176          130,109
   ---------        ---------         --------         --------        ---------        ---------
      (1,024)          (3,236)          (2,181)          (9,278)              --               --
     (49,071)         (21,765)              --           (2,979)         (13,633)         (19,893)
   ---------        ---------         --------         --------        ---------        ---------
     (50,095)         (25,001)          (2,181)         (12,257)         (13,633)         (19,893)
   ---------        ---------         --------         --------        ---------        ---------
     178,381          603,613           13,911           48,898          719,950          202,094
      50,095           25,001            2,181           12,257           13,633           19,893
    (203,926)        (691,957)         (10,947)         (46,135)        (403,004)        (199,670)
   ---------        ---------         --------         --------        ---------        ---------
      24,550          (63,343)           5,145           15,020          330,579           22,317
   ---------        ---------         --------         --------        ---------        ---------
     (63,540)          44,663           (1,872)          (9,829)         371,122          132,533
     516,824          472,161          138,144          147,973          394,325          261,792
   ---------        ---------         --------         --------        ---------        ---------
   $ 453,284        $ 516,824         $136,272         $138,144        $ 765,447        $ 394,325
   =========        =========         ========         ========        =========        =========
      12,307           46,058            1,524            4,970           27,668           11,881
       3,309            2,034              237            1,233              468            1,303
     (13,817)         (52,356)          (1,198)          (4,723)         (15,690)         (11,944)
   ---------        ---------         --------         --------        ---------        ---------
       1,799           (4,264)             563            1,480           12,446            1,240
   =========        =========         ========         ========        =========        =========

<CAPTION>
- -----------------------------------------------------------------
                            PORTFOLIO
- -----------------------------------------------------------------
                                         AST T. ROWE PRICE
     AST FOUNDERS PASSPORT               NATURAL RESOURCES
- -------------------------------   -------------------------------
SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
 JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
  (UNAUDITED)          1999         (UNAUDITED)          1999
- ----------------   ------------   ----------------   ------------
<C>                <C>            <C>                <C>
   $    (283)       $    (654)        $    727         $  1,045
      (9,094)          60,896            6,528           (1,413)
     (52,504)          36,077           (1,525)          20,106
   ---------        ---------         --------         --------
     (61,881)          96,319            5,730           19,738
   ---------        ---------         --------         --------
          --             (228)            (945)          (1,049)
     (57,250)            (256)              --           (8,637)
   ---------        ---------         --------         --------
     (57,250)            (484)            (945)          (9,686)
   ---------        ---------         --------         --------
     466,333          141,040           76,376           98,060
      57,251              484              945            9,685
    (281,687)        (139,959)         (65,173)         (89,698)
   ---------        ---------         --------         --------
     241,897            1,565           12,148           18,047
   ---------        ---------         --------         --------
     122,766           97,400           16,933           28,099
     217,397          119,997          102,225           74,126
   ---------        ---------         --------         --------
   $ 340,163        $ 217,397         $119,158         $102,225
   =========        =========         ========         ========
      19,108            8,649            5,487            7,786
       1,921               38               78              988
     (12,200)          (9,064)          (4,813)          (7,197)
   ---------        ---------         --------         --------
       8,829             (377)             752            1,577
   =========        =========         ========         ========
</TABLE>

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


<PAGE>

AMERICAN SKANDIA TRUST
STATEMENTS OF CHANGES IN NET ASSETS

(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                              ---------------------------------------------------------------------------------------------------
                                                                           PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------------------------
                                     AST PIMCO LIMITED                                                       AST JANUS
                                       MATURITY BOND                  AST ALLIANCE GROWTH                 OVERSEAS GROWTH
                              -------------------------------   -------------------------------   -------------------------------
                              SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
                               JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
                                (UNAUDITED)          1999         (UNAUDITED)          1999         (UNAUDITED)          1999
                              ----------------   ------------   ----------------   ------------   ----------------   ------------
<S>                           <C>                <C>            <C>                <C>            <C>                <C>
FROM OPERATIONS
   Net investment income
     (loss).................      $ 11,485        $  21,139         $ (1,036)       $  (1,417)       $    2,920       $   (1,485)
   Net realized gain (loss)
     on investments.........           925           (1,892)         104,882           32,038           230,410           30,229
   Net change in unrealized
     appreciation
     (depreciation) on
     investments............        (1,069)          (5,992)         (68,243)          60,401          (250,200)         629,896
                                  --------        ---------         --------        ---------        ----------       ----------
     Net Increase (Decrease)
       in Net Assets from
       Operations...........        11,341           13,255           35,603           91,022           (16,870)         658,640
                                  --------        ---------         --------        ---------        ----------       ----------
DIVIDENDS AND DISTRIBUTIONS
 TO SHAREHOLDERS
   Dividends to shareholders
     from net investment
     income.................       (21,367)         (18,691)              --               --            (9,620)              --
   Distributions to
     shareholders from
     capital gains..........            --               --          (30,894)         (33,503)          (13,477)              --
                                  --------        ---------         --------        ---------        ----------       ----------
     Total Dividends and
       Distributions to
       Shareholders.........       (21,367)         (18,691)         (30,894)         (33,503)          (23,097)              --
                                  --------        ---------         --------        ---------        ----------       ----------
CAPITAL SHARE TRANSACTIONS
   Proceeds from shares
     sold...................        61,013          176,908          111,788           82,279           752,575        1,127,067
   Net asset value of shares
     issued in reinvestment
     of dividends and
     distributions..........        21,367           18,691           30,894           33,504            23,097               --
   Cost of shares
     redeemed...............       (89,237)        (133,266)         (67,738)        (109,772)         (746,598)        (841,868)
                                  --------        ---------         --------        ---------        ----------       ----------
     Increase (Decrease) in
       Net Assets from
       Capital Share
       Transactions.........        (6,857)          62,333           74,944            6,011            29,074          285,199
                                  --------        ---------         --------        ---------        ----------       ----------
       Total Increase
         (Decrease) in Net
         Assets.............       (16,883)          56,897           79,653           63,530           (10,893)         943,839
NET ASSETS
   Beginning of Period......       406,604          349,707          364,454          300,924         1,551,045          607,206
                                  --------        ---------         --------        ---------        ----------       ----------
   End of Period............      $389,721        $ 406,604         $444,107        $ 364,454        $1,540,152       $1,551,045
                                  ========        =========         ========        =========        ==========       ==========
SHARES ISSUED AND REDEEMED
   Shares sold..............         5,853           16,533            5,690            5,458            29,674           73,126
   Shares issued in
     reinvestment of
     dividends and
     distributions..........         2,075            1,783            1,561            2,396               801               --
   Shares redeemed..........        (8,449)         (12,347)          (3,580)          (7,346)          (28,227)         (55,526)
                                  --------        ---------         --------        ---------        ----------       ----------
     Net Increase (Decrease)
       in Shares
       Outstanding..........          (521)           5,969            3,671              508             2,248           17,600
                                  ========        =========         ========        =========        ==========       ==========
</TABLE>

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

See Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                             PORTFOLIO
- ---------------------------------------------------------------------------------------------------
     AST AMERICAN CENTURY              AST AMERICAN CENTURY              AST AMERICAN CENTURY
        INCOME & GROWTH                 STRATEGIC BALANCED               INTERNATIONAL GROWTH
- -------------------------------   -------------------------------   -------------------------------
SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
 JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
  (UNAUDITED)          1999         (UNAUDITED)          1999         (UNAUDITED)          1999
- ----------------   ------------   ----------------   ------------   ----------------   ------------
<S>                <C>            <C>                <C>            <C>                <C>
    $  1,474         $  2,121         $  2,413        $   3,184        $     111         $   (318)
       1,238           20,971            4,775           12,632           19,970            7,972
     (17,477)          31,045           (5,577)           4,767          (34,034)          53,802
    --------         --------         --------        ---------        ---------         --------
     (14,765)          54,137            1,611           20,583          (13,953)          61,456
    --------         --------         --------        ---------        ---------         --------
      (2,121)          (1,630)          (3,230)            (936)              --               --
     (22,771)          (9,176)         (12,672)             (24)          (6,118)            (596)
    --------         --------         --------        ---------        ---------         --------
     (24,892)         (10,806)         (15,902)            (960)          (6,118)            (596)
    --------         --------         --------        ---------        ---------         --------
     164,373          146,857           21,144          117,755          302,088           98,779
      24,892           10,806           15,902              960            6,118              596
     (31,477)         (30,235)         (14,111)         (12,633)        (140,491)         (83,742)
    --------         --------         --------        ---------        ---------         --------
     157,788          127,428           22,935          106,082          167,715           15,633
    --------         --------         --------        ---------        ---------         --------
     118,131          170,759            8,644          125,705          147,644           76,493
     360,630          189,871          216,748           91,043          154,226           77,733
    --------         --------         --------        ---------        ---------         --------
    $478,761         $360,630         $225,392        $ 216,748        $ 301,870         $154,226
    ========         ========         ========        =========        =========         ========
      11,385           10,285            1,473            8,308           14,498            6,699
       1,883              844            1,176               69              261               44
      (2,232)          (2,180)            (988)            (875)          (6,743)          (5,549)
    --------         --------         --------        ---------        ---------         --------
      11,036            8,949            1,661            7,502            8,016            1,194
    ========         ========         ========        =========        =========         ========

<CAPTION>
- -----------------------------------------------------------------
                            PORTFOLIO
- -----------------------------------------------------------------
       AST T. ROWE PRICE                    AST MARSICO
      SMALL COMPANY VALUE                 CAPITAL GROWTH
- -------------------------------   -------------------------------
SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
 JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
  (UNAUDITED)          1999         (UNAUDITED)          1999
- ----------------   ------------   ----------------   ------------
<C>                <C>            <C>                <C>
   $   1,132        $   1,805        $   (1,853)      $   (2,610)
       3,423           14,768            50,916           53,167
      30,918          (16,127)         (173,150)         478,644
   ---------        ---------        ----------       ----------
      35,473              446          (124,087)         529,201
   ---------        ---------        ----------       ----------
      (1,649)          (2,399)               --             (400)
     (14,365)              --           (45,101)            (476)
   ---------        ---------        ----------       ----------
     (16,014)          (2,399)          (45,101)            (876)
   ---------        ---------        ----------       ----------
     123,777          129,871           479,131          922,808
      16,014            2,399            45,101              876
    (117,988)        (172,896)         (170,206)        (323,239)
   ---------        ---------        ----------       ----------
      21,803          (40,626)          354,026          600,445
   ---------        ---------        ----------       ----------
      41,262          (42,579)          184,838        1,128,770
     261,493          304,072         1,723,736          594,966
   ---------        ---------        ----------       ----------
   $ 302,755        $ 261,493        $1,908,574       $1,723,736
   =========        =========        ==========       ==========
      10,869           11,553            23,394           57,115
       1,497              233             2,168               59
     (10,373)         (15,422)           (8,373)         (19,397)
   ---------        ---------        ----------       ----------
       1,993           (3,636)           17,189           37,777
    =========        =========        ==========       ==========
</TABLE>

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


<PAGE>

AMERICAN SKANDIA TRUST
STATEMENTS OF CHANGES IN NET ASSETS

(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                              ---------------------------------------------------------------------------------------------------
                                                                           PORTFOLIO
- ---------------------------------------------------------------------------------------------------------------------------------
                                    AST COHEN & STEERS                  AST LORD ABBETT                AST SANFORD BERNSTEIN
                                          REALTY                        SMALL CAP VALUE                  MANAGED INDEX 500
                              -------------------------------   -------------------------------   -------------------------------
                              SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
                               JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
                                (UNAUDITED)          1999         (UNAUDITED)          1999         (UNAUDITED)          1999
                              ----------------   ------------   ----------------   ------------   ----------------   ------------
<S>                           <C>                <C>            <C>                <C>            <C>                <C>
FROM OPERATIONS
   Net investment income
     (loss).................     $   1,789        $   2,446        $     (136)      $     (202)      $   2,697        $   3,516
   Net realized gain (loss)
     on investments.........          (263)          (2,514)            1,912              255          27,597           40,358
   Net change in unrealized
     appreciation
     (depreciation) on
     investments............         5,533             (181)            9,197            5,624         (51,748)          47,244
                                 ---------        ---------        ----------       ----------       ---------        ---------
     Net Increase (Decrease)
       in Net Assets from
       Operations...........         7,059             (249)           10,973            5,677         (21,454)          91,118
                                 ---------        ---------        ----------       ----------       ---------        ---------
DIVIDENDS AND DISTRIBUTIONS
 TO SHAREHOLDERS
   Dividends to shareholders
     from net investment
     income.................        (2,005)            (956)               --               --          (3,516)          (1,358)
   Distributions to
     shareholders from
     capital gains..........            --               --                --               --         (41,829)          (9,219)
                                 ---------        ---------        ----------       ----------       ---------        ---------
     Total Dividends and
       Distributions to
       Shareholders.........        (2,005)            (956)               --               --         (45,345)         (10,577)
                                 ---------        ---------        ----------       ----------       ---------        ---------
CAPITAL SHARE TRANSACTIONS
   Proceeds from shares
     sold...................        68,236           55,613            59,074           70,629         373,470          624,369
   Net asset value of shares
     issued in reinvestment
     of dividends and
     distributions..........         2,005              956                --               --          45,345           10,577
   Cost of shares
     redeemed...............       (42,006)         (31,692)          (20,361)         (43,902)       (259,669)        (371,471)
                                 ---------        ---------        ----------       ----------       ---------        ---------
     Increase (Decrease) in
       Net Assets from
       Capital Share
       Transactions.........        28,235           24,877            38,713           26,727         159,146          263,475
                                 ---------        ---------        ----------       ----------       ---------        ---------
       Total Increase
         (Decrease) in Net
         Assets.............        33,289           23,672            49,686           32,404          92,347          344,016
NET ASSETS
   Beginning of Period......        56,697           33,025            74,192           41,788         633,567          289,551
                                 ---------        ---------        ----------       ----------       ---------        ---------
   End of Period............     $  89,986        $  56,697        $  123,878       $   74,192       $ 725,914        $ 633,567
                                 =========        =========        ==========       ==========       =========        =========
SHARES ISSUED AND REDEEMED
   Shares sold..............         7,925            6,510             5,164            6,842          26,579           46,867
   Shares issued in
     reinvestment of
     dividends and
     distributions..........           257              117                --               --           3,531              847
   Shares redeemed..........        (4,878)          (3,773)           (1,803)          (4,199)        (18,724)         (28,014)
                                 ---------        ---------        ----------       ----------       ---------        ---------
     Net Increase (Decrease)
       in Shares
       Outstanding..........         3,304            2,854             3,361            2,643          11,386           19,700
                                 =========        =========        ==========       ==========       =========        =========
</TABLE>

--------------------------------------------------------------------------------
(1) Commenced operations on January 4, 1999.
(2) Commenced operations on October 18, 1999.
(3) Commenced operations on December 31, 1999.
(4) Commenced operations on May 1, 2000.

See Notes to Financial Statements.


<PAGE>
<TABLE>
<CAPTION>
 ---------------------------------------------------------------------------------------------------
                                              PORTFOLIO
 ---------------------------------------------------------------------------------------------------
           AST KEMPER                          AST MFS
        SMALL-CAP GROWTH                    GLOBAL EQUITY                    AST MFS GROWTH
 -------------------------------   -------------------------------   -------------------------------
 SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED    YEAR ENDED
  JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000     DECEMBER 31,
   (UNAUDITED)        1999(1)        (UNAUDITED)        1999(2)        (UNAUDITED)        1999(2)
 ----------------   ------------   ----------------   ------------   ----------------   ------------
 <S>                <C>            <C>                <C>            <C>                <C>
    $   (3,036)      $  (2,787)        $    36           $    1          $    23           $    3
       142,614          51,910              96                2             (700)              (6)
      (107,716)        335,901             203              105            1,305              370
    ----------       ---------         -------           ------          -------           ------
        31,862         385,024             335              108              628              367
    ----------       ---------         -------           ------          -------           ------
            --              --              (2)              --               (3)              --
       (49,192)             --              (2)              --               --               --
    ----------       ---------         -------           ------          -------           ------
       (49,192)             --              (4)              --               (3)              --
    ----------       ---------         -------           ------          -------           ------
       396,149         876,431          17,495            1,309           34,585            5,575
        49,192              --               4               --                3               --
      (185,676)       (419,471)         (6,918)            (126)          (1,913)          (1,074)
    ----------       ---------         -------           ------          -------           ------
       259,665         456,960          10,581            1,183           32,675            4,501
    ----------       ---------         -------           ------          -------           ------
       242,335         841,984          10,912            1,291           33,300            4,868
       841,984              --           1,291               --            4,868               --
    ----------       ---------         -------           ------          -------           ------
    $1,084,319       $ 841,984         $12,203           $1,291          $38,168           $4,868
    ==========       =========         =======           ======          =======           ======
        25,165          95,259           1,622              129            3,012              535
         2,839              --              --               --               --               --
       (11,893)        (41,240)           (641)             (12)            (169)            (104)
    ----------       ---------         -------           ------          -------           ------
        16,111          54,019             981              117            2,843              431
    ==========       =========         =======           ======          =======           ======

<CAPTION>
- ---------------------------------------------------------------------
                              PORTFOLIO
- ---------------------------------------------------------------------
            AST MFS                  AST ALGER          AST JANUS
      GROWTH WITH INCOME           ALL-CAP GROWTH     MID-CAP GROWTH
- -------------------------------   ----------------   ----------------
SIX MONTHS ENDED    YEAR ENDED    SIX MONTHS ENDED   SIX MONTHS ENDED
 JUNE 30, 2000     DECEMBER 31,    JUNE 30, 2000      JUNE 30, 2000
  (UNAUDITED)        1999(2)       (UNAUDITED)(3)     (UNAUDITED)(4)
- ----------------   ------------   ----------------   ----------------
<C>                <C>            <C>                <C>
    $    58           $   11          $      1           $    54
       (173)              (3)          (37,176)              144
        584              274            (8,643)              132
    -------           ------          --------           -------
        469              282           (45,818)              330
    -------           ------          --------           -------
        (11)              --                --                --
         --               --                --                --
    -------           ------          --------           -------
        (11)              --                --                --
    -------           ------          --------           -------
     29,467            8,585           319,213            35,613
         11               --                --                --
     (4,025)            (110)          (34,597)           (2,279)
    -------           ------          --------           -------
     25,453            8,475           284,616            33,334
    -------           ------          --------           -------
     25,911            8,757           238,798            33,664
      8,757               --                --                --
    -------           ------          --------           -------
    $34,668           $8,757          $238,798           $33,664
    =======           ======          ========           =======
      2,823              843            30,678             3,555
          1               --                --                --
       (392)             (11)           (3,463)             (245)

      2,432              832            27,215             3,310
    =======           ======          ========           =======
</TABLE>

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


<PAGE>

AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                          INCREASE (DECREASE) FROM
                                                           INVESTMENT OPERATIONS                     LESS DISTRIBUTIONS
                                                   --------------------------------------   -------------------------------------
                                       NET ASSET      NET
                                         VALUE     INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET    FROM NET
                             PERIOD    BEGINNING     INCOME     & UNREALIZED   INVESTMENT   INVESTMENT   REALIZED       TOTAL
        PORTFOLIO            ENDED     OF PERIOD     (LOSS)     GAIN (LOSS)    OPERATIONS     INCOME      GAINS     DISTRIBUTIONS
- --------------------------  --------   ---------   ----------   ------------   ----------   ----------   --------   -------------
<S>                         <C>        <C>         <C>          <C>            <C>          <C>          <C>        <C>
AST AIM                     06/30/00**  $34.23      $  0.27       $ (3.29)      $ (3.02)     $  (0.07)   $  (4.26)    $  (4.33)
  International Equity      12/31/99     22.67         0.05         13.36         13.41            --       (1.85)       (1.85)
                            12/31/98     21.29         0.20          3.81          4.01         (0.67)      (1.96)       (2.63)
                            12/31/97     19.22         0.36          2.96          3.32         (0.30)      (0.95)       (1.25)
                            12/31/96     18.20         0.16          1.55          1.71         (0.32)      (0.37)       (0.69)
                            12/31/95     17.61         0.14          1.44          1.58            --       (0.99)       (0.99)
AST Alliance                06/30/00**  $23.50      $  0.12       $ (0.93)      $ (0.81)     $  (0.23)   $  (2.65)    $  (2.88)
  Growth and Income         12/31/99     21.68         0.23          3.04          3.27         (0.25)      (1.20)       (1.45)
                            12/31/98     20.53         0.25          2.23          2.48         (0.25)      (1.08)       (1.33)
                            12/31/97     17.17         0.24          3.76          4.00         (0.23)      (0.41)       (0.64)
                            12/31/96     14.98         0.23          2.48          2.71         (0.17)      (0.35)       (0.52)
                            12/31/95     12.00         0.16          3.22          3.38         (0.20)      (0.20)       (0.40)
AST JanCap Growth           06/30/00**  $55.21      $ (0.10)      $ (3.45)      $ (3.55)     $  (0.07)   $  (4.45)    $  (4.52)
                            12/31/99     37.00         0.05         19.65         19.70            --       (1.49)       (1.49)
                            12/31/98     23.15         0.04         15.10         15.14         (0.08)      (1.21)       (1.29)
                            12/31/97     18.79         0.06          5.16          5.22         (0.05)      (0.81)       (0.86)
                            12/31/96     15.40         0.02          4.19          4.21         (0.02)      (0.80)       (0.82)
                            12/31/95     11.22         0.06          4.18          4.24         (0.06)         --        (0.06)
AST Money Market            06/30/00**  $ 1.00      $0.0263       $    --       $0.0263      $(0.0263)   $     --     $(0.0263)
                            12/31/99      1.00       0.0449        0.0001        0.0450       (0.0449)    (0.0001)     (0.0450)
                            12/31/98      1.00       0.0502        0.0002        0.0504       (0.0502)    (0.0002)     (0.0504)
                            12/31/97      1.00       0.0507        0.0002        0.0509       (0.0507)    (0.0002)     (0.0509)
                            12/31/96      1.00       0.0492        0.0005        0.0497       (0.0492)    (0.0005)     (0.0497)
                            12/31/95      1.00       0.0494            --        0.0494       (0.0494)         --      (0.0494)
AST Neuberger Berman        06/30/00**  $13.32      $  0.02       $  0.62       $  0.64      $  (0.04)   $  (0.05)    $  (0.09)
  Mid-Cap Value             12/31/99     13.16         0.10          0.60          0.70         (0.24)      (0.30)       (0.54)
                            12/31/98     15.15         0.21         (0.52)        (0.31)        (0.36)      (1.32)       (1.68)
                            12/31/97     12.83         0.32          2.87          3.19         (0.36)      (0.51)       (0.87)
                            12/31/96     11.94         0.36          0.97          1.33         (0.44)         --        (0.44)
                            12/31/95      9.87         0.40          2.09          2.49         (0.42)         --        (0.42)
AST AIM Balanced            06/30/00**  $15.24      $  0.16       $  0.18       $  0.34      $  (0.32)   $  (1.07)    $  (1.39)
                            12/31/99     14.13         0.32          2.30          2.62         (0.35)      (1.16)       (1.51)
                            12/31/98     13.64         0.34          1.31          1.65         (0.35)      (0.81)       (1.16)
                            12/31/97     13.19         0.33          1.85          2.18         (0.31)      (1.42)       (1.73)
                            12/31/96     12.53         0.32          1.02          1.34         (0.25)      (0.43)       (0.68)
                            12/31/95     10.49         0.26          2.06          2.32         (0.28)         --        (0.28)
</TABLE>

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

<TABLE>
<C>  <S>
(1)  Annualized.
 *   For 1999 and 2000, includes commissions received by American
     Skandia Marketing, Inc. under the Portfolio's Distribution
     Plan, as described in Note 3 to the Financial Statements.
**   Unaudited.
</TABLE>

See Notes to Financial Statements.


<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                                             RATIO OF EXPENSES
                         SUPPLEMENTAL DATA                 TO AVERAGE NET ASSETS*
                -----------------------------------   --------------------------------
    NET ASSET                                         AFTER ADVISORY   BEFORE ADVISORY     RATIO OF NET
      VALUE               NET ASSETS AT   PORTFOLIO     FEE WAIVER       FEE WAIVER      INVESTMENT INCOME
       END       TOTAL    END OF PERIOD   TURNOVER     AND EXPENSE       AND EXPENSE     (LOSS) TO AVERAGE
    OF PERIOD   RETURN     (IN 000'S)       RATE      REIMBURSEMENT     REIMBURSEMENT       NET ASSETS
    ---------   -------   -------------   ---------   --------------   ---------------   -----------------
<S> <C>         <C>       <C>             <C>         <C>              <C>               <C>
     $26.88      (10.35%)  $  755,595        44%           1.18%(1)         1.18%(1)            1.59%(1)
      34.23       64.13%      770,512       159%           1.18%            1.18%               0.18%
      22.67       20.10%      497,461       117%           1.13%            1.13%               0.69%
      21.29       18.15%      412,270       116%           1.15%            1.15%               1.04%
      19.22        9.65%      346,211       124%           1.16%            1.26%               0.88%
      18.20       10.00%      268,056        59%           1.17%            1.27%               0.88%
     $19.81       (2.22%)  $1,480,249        86%           1.10%(1)         1.12%(1)            1.18%(1)
      23.50       16.09%    1,498,306        69%           0.92%            0.94%               1.09%
      21.68       12.48%    1,181,909        78%           0.91%            0.91%               1.32%
      20.53       23.92%      936,986        41%           0.93%            0.93%               1.60%
      17.17       18.56%      530,497        43%           0.97%            0.97%               1.92%
      14.98       28.91%      288,749        50%           0.99%            0.99%               2.50%
     $47.14       (7.24%)  $5,905,963        16%           1.01%(1)         1.05%(1)           (0.40%)(1)
      55.21       55.01%    5,923,778        35%           1.00%            1.04%               0.12%
      37.00       68.26%    3,255,658        42%           1.02%            1.04%               0.16%
      23.15       28.66%    1,511,602        94%           1.07%            1.08%               0.24%
      18.79       28.36%      892,324        79%           1.10%            1.10%               0.25%
      15.40       37.98%      431,321       113%           1.12%            1.12%               0.51%
     $ 1.00        2.66%   $1,844,396        N/A           0.60%(1)         0.65%(1)            5.29%(1)
       1.00        4.60%    2,409,157        N/A           0.60%            0.65%               4.52%
       1.00        5.14%      967,733        N/A           0.60%            0.66%               4.99%
       1.00        5.18%      759,888        N/A           0.60%            0.69%               5.06%
       1.00        5.08%      549,470        N/A           0.60%            0.71%               4.87%
       1.00        5.05%      344,225        N/A           0.60%            0.72%               5.38%
     $13.87        4.95%   $  677,747        92%           1.23%(1)         1.23%(1)            0.29%(1)
      13.32        5.67%      664,383       176%           1.13%            1.13%               0.39%
      13.16       (2.33%)     271,968       208%           1.05%            1.05%               1.83%
      15.15       26.42%      201,143        91%           0.90%            0.90%               3.34%
      12.83       11.53%      123,138        81%           0.93%            0.93%               3.14%
      11.94       26.13%      107,399        71%           0.93%            0.93%               4.58%
     $14.19        2.03%   $  591,036        33%           0.97%(1)         0.97%(1)            2.49%(1)
      15.24       20.85%      499,571       154%           1.00%            1.00%               2.37%
      14.13       12.86%      409,335       139%           1.00%            1.00%               2.55%
      13.64       18.28%      357,591       170%           1.03%            1.03%               2.81%
      13.19       11.23%      286,479       276%           0.94%            0.94%               2.66%
      12.53       22.60%      255,206       161%           0.94%            0.94%               3.28%
</TABLE>

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


<PAGE>

AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                         INCREASE (DECREASE) FROM
                                                          INVESTMENT OPERATIONS                     LESS DISTRIBUTIONS
                                                  --------------------------------------   -------------------------------------
                                      NET ASSET      NET
                                        VALUE     INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET    FROM NET
                            PERIOD    BEGINNING     INCOME     & UNREALIZED   INVESTMENT   INVESTMENT   REALIZED       TOTAL
        PORTFOLIO           ENDED     OF PERIOD     (LOSS)     GAIN (LOSS)    OPERATIONS     INCOME      GAINS     DISTRIBUTIONS
- -------------------------  --------   ---------   ----------   ------------   ----------   ----------   --------   -------------
<S>                        <C>        <C>         <C>          <C>            <C>          <C>          <C>        <C>
AST Federated              06/30/00**  $11.92       $ 0.55        $(0.81)       $(0.26)      $(1.16)     $   --       $(1.16)
  High Yield               12/31/99     12.65         1.03         (0.77)         0.26        (0.91)      (0.08)       (0.99)
                           12/31/98     13.11         0.91         (0.57)         0.34        (0.76)      (0.04)       (0.80)
                           12/31/97     12.13         0.75          0.83          1.58        (0.54)      (0.06)       (0.60)
                           12/31/96     11.14         0.56          0.90          1.46        (0.47)         --        (0.47)
                           12/31/95      9.69         0.38          1.46          1.84        (0.39)         --        (0.39)
AST T. Rowe Price          06/30/00**  $18.86       $ 0.24        $   --        $ 0.24       $(0.45)     $(0.18)      $(0.63)
  Asset Allocation         12/31/99     17.47         0.44          1.32          1.76        (0.36)      (0.01)       (0.37)
                           12/31/98     15.13         0.35          2.38          2.73        (0.33)      (0.06)       (0.39)
                           12/31/97     13.27         0.33          2.03          2.36        (0.26)      (0.24)       (0.50)
                           12/31/96     12.01         0.27          1.28          1.55        (0.25)      (0.04)       (0.29)
                           12/31/95      9.94         0.26          2.02          2.28        (0.21)         --        (0.21)
AST PIMCO Total            06/30/00**  $10.99       $ 0.32        $ 0.10        $ 0.42       $(0.60)     $   --       $(0.60)
  Return Bond              12/31/99     12.02         0.58         (0.71)        (0.13)       (0.52)      (0.38)       (0.90)
                           12/31/98     11.72         0.49          0.56          1.05        (0.51)      (0.24)       (0.75)
                           12/31/97     11.11         0.48          0.58          1.06        (0.45)         --        (0.45)
                           12/31/96     11.34         0.46         (0.10)         0.36        (0.28)      (0.31)       (0.59)
                           12/31/95      9.75         0.25          1.55          1.80        (0.21)         --        (0.21)
AST INVESCO                06/30/00**  $18.65       $ 0.18        $ 0.04        $ 0.22       $(0.36)     $(1.40)      $(1.76)
  Equity Income            12/31/99     17.50         0.36          1.61          1.97        (0.32)      (0.50)       (0.82)
                           12/31/98     16.51         0.31          1.81          2.12        (0.32)      (0.81)       (1.13)
                           12/31/97     13.99         0.31          2.84          3.15        (0.26)      (0.37)       (0.63)
                           12/31/96     12.50         0.27          1.79          2.06        (0.24)      (0.33)       (0.57)
                           12/31/95      9.75         0.25          2.65          2.90        (0.15)         --        (0.15)
AST Janus                  06/30/00**  $42.61       $(0.10)       $(6.41)       $(6.51)      $   --      $(4.01)      $(4.01)
  Small-Cap Growth         12/31/99     17.61        (0.03)        25.03         25.00           --          --           --
                           12/31/98     17.81        (0.08)         0.73          0.65           --       (0.85)       (0.85)
                           12/31/97     16.80        (0.05)         1.06          1.01           --          --           --
                           12/31/96     14.25        (0.03)         2.85          2.82           --       (0.27)       (0.27)
                           12/31/95     10.84        (0.04)         3.54          3.50        (0.09)         --        (0.09)
AST American Century       06/30/00**  $16.67       $(0.01)       $(1.17)       $(1.18)      $(0.03)     $(1.64)      $(1.67)
  International Growth II  12/31/99     13.39         0.06          3.95          4.01        (0.09)      (0.64)       (0.73)
                           12/31/98     12.09         0.08          1.59          1.67        (0.14)      (0.23)       (0.37)
                           12/31/97     12.07         0.09          0.08          0.17        (0.07)      (0.08)       (0.15)
                           12/31/96     10.65         0.06          1.44          1.50        (0.08)         --        (0.08)
                           12/31/95      9.62         0.07          0.99          1.06        (0.01)      (0.02)       (0.03)
</TABLE>

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

<TABLE>
<C>  <S>
(1)  Annualized.
 *   For 1999 and 2000, includes commissions received by American
     Skandia Marketing, Inc. under the Portfolio's Distribution
     Plan, as described in Note 3 to the Financial Statements.
**   Unaudited.
</TABLE>

See Notes to Financial Statements.


<PAGE>

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
                                                            RATIOS OF EXPENSES
                        SUPPLEMENTAL DATA                 TO AVERAGE NET ASSETS*
                ----------------------------------   --------------------------------
    NET ASSET                                        AFTER ADVISORY   BEFORE ADVISORY     RATIO OF NET
      VALUE              NET ASSETS AT   PORTFOLIO     FEE WAIVER       FEE WAIVER      INVESTMENT INCOME
       END      TOTAL    END OF PERIOD   TURNOVER     AND EXPENSE       AND EXPENSE     (LOSS) TO AVERAGE
    OF PERIOD   RETURN    (IN 000'S)       RATE      REIMBURSEMENT     REIMBURSEMENT       NET ASSETS
    ---------   ------   -------------   ---------   --------------   ---------------   -----------------
<S> <C>         <C>      <C>             <C>         <C>              <C>               <C>
     $10.50      (2.35%)  $  604,610         13%          0.95%(1)         0.95%(1)           10.14%(1)
      11.92       2.00%      623,788         39%          0.94%            0.94%               9.09%
      12.65       2.61%      595,680         36%          0.95%            0.95%               8.64%
      13.11      13.59%      434,420         28%          0.98%            0.98%               8.83%
      12.13      13.58%      205,262         43%          1.03%            1.03%               8.02%
      11.14      19.57%       83,692         30%          1.11%            1.11%               8.72%
     $18.47       1.44%   $  438,344         17%          1.07%(1)         1.07%(1)            2.60%(1)
      18.86      10.28%      447,542         17%          1.07%            1.07%               2.65%
      17.47      18.36%      344,197          8%          1.09%            1.09%               2.70%
      15.13      18.40%      213,075         10%          1.13%            1.13%               2.95%
      13.27      13.14%      120,149         31%          1.20%            1.20%               3.02%
      12.01      23.36%       59,399         18%          1.25%            1.29%               3.53%
     $10.81       3.97%   $1,133,405        155%          0.82%(1)         0.82%(1)            6.17%(1)
      10.99      (1.09%)   1,005,763        227%          0.82%            0.82%               5.46%
      12.02       9.46%      896,497        231%          0.83%            0.83%               5.24%
      11.72       9.87%      572,100        320%          0.86%            0.86%               5.56%
      11.11       3.42%      360,010        403%          0.89%            0.89%               5.38%
      11.34      18.78%      225,335        124%          0.89%            0.89%               5.95%
     $17.11       1.88%   $1,145,436         33%          0.95%(1)         0.95%(1)            2.21%(1)
      18.65      11.74%    1,048,064         76%          0.93%            0.93%               2.10%
      17.50      13.34%      831,482         67%          0.93%            0.93%               2.17%
      16.51      23.33%      602,105         73%          0.95%            0.95%               2.54%
      13.99      17.09%      348,680         58%          0.98%            0.98%               2.83%
      12.50      30.07%      176,716         89%          0.98%            0.98%               3.34%
     $32.09     (18.05%)  $1,052,163         53%          1.05%(1)         1.05%(1)           (0.50%)(1)
      42.61     141.96%    1,443,211        116%          1.08%            1.08%              (0.46%)
      17.61       3.49%      285,847        100%          1.12%            1.12%              (0.53%)
      17.81       6.01%      278,258         77%          1.13%            1.13%              (0.32%)
      16.80      20.05%      220,068         69%          1.16%            1.16%              (0.38%)
      14.25      32.56%       90,460         68%          1.22%            1.22%              (0.28%)
     $13.82      (7.91%)  $  453,284        102%          1.26%(1)         1.26%(1)            0.06%(1)
      16.67      31.95%      516,824         29%          1.26%            1.26%               0.47%
      13.39      14.03%      472,161         32%          1.25%            1.25%               0.60%
      12.09       1.36%      464,456         19%          1.26%            1.26%               0.71%
      12.07      14.17%      402,559         11%          1.30%            1.30%               0.84%
      10.65      11.09%      195,667         17%          1.33%            1.33%               1.03%
</TABLE>

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


<PAGE>

AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
                                                         INCREASE (DECREASE) FROM
                                                          INVESTMENT OPERATIONS                     LESS DISTRIBUTIONS
                                                  --------------------------------------   -------------------------------------
                                      NET ASSET      NET
                                        VALUE     INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET    FROM NET
                            PERIOD    BEGINNING     INCOME     & UNREALIZED   INVESTMENT   INVESTMENT   REALIZED       TOTAL
        PORTFOLIO           ENDED     OF PERIOD     (LOSS)     GAIN (LOSS)    OPERATIONS     INCOME      GAINS     DISTRIBUTIONS
- -------------------------  --------   ---------   ----------   ------------   ----------   ----------   --------   -------------
<S>                        <C>        <C>         <C>          <C>            <C>          <C>          <C>        <C>
AST T. Rowe Price          06/30/00**  $ 9.60       $ 0.17        $(0.51)       $(0.34)      $(0.15)     $   --       $(0.15)
  Global Bond              12/31/99     11.46         0.33         (1.25)        (0.92)       (0.71)      (0.23)       (0.94)
                           12/31/98     10.11         0.52          0.94          1.46        (0.03)      (0.08)       (0.11)
                           12/31/97     10.90         0.20         (0.57)        (0.37)       (0.16)      (0.26)       (0.42)
                           12/31/96     10.60         0.23          0.38          0.61        (0.14)      (0.17)       (0.31)
                           12/31/95      9.68         0.31          0.75          1.06        (0.14)         --        (0.14)
AST Neuberger Berman       06/30/00**  $24.03       $ 0.01        $ 3.11        $ 3.12       $   --      $(0.62)      $(0.62)
  Mid-Cap Growth           12/31/99     17.26        (0.11)         8.21          8.10           --       (1.33)       (1.33)
                           12/31/98     16.61        (0.05)         3.31          3.26        (0.01)      (2.60)       (2.61)
                           12/31/97     14.39         0.01          2.36          2.37        (0.02)      (0.13)       (0.15)
                           12/31/96     12.40         0.01          2.01          2.02        (0.03)         --        (0.03)
                           12/31/95      9.97         0.04          2.40          2.44        (0.01)         --        (0.01)
AST Founders Passport      06/30/00**  $24.63       $(0.01)       $(0.80)       $(0.81)      $   --      $(4.55)      $(4.55)
                           12/31/99     13.04        (0.07)        11.72         11.65        (0.03)      (0.03)       (0.06)
                           12/31/98     11.78         0.05          1.24          1.29        (0.03)         --        (0.03)
                           12/31/97     11.63         0.03          0.21          0.24        (0.08)      (0.01)       (0.09)
                           12/31/96     10.33         0.09          1.24          1.33        (0.03)         --        (0.03)
                           12/31/95(2)   10.00        0.03          0.30          0.33           --          --           --
AST T. Rowe Price          06/30/00**  $13.16       $ 0.10        $ 0.87        $ 0.97       $(0.14)     $   --       $(0.14)
  Natural Resources        12/31/99     11.97         0.14          2.67          2.81        (0.18)      (1.44)       (1.62)
                           12/31/98     14.57         0.19         (1.78)        (1.59)       (0.14)      (0.87)       (1.01)
                           12/31/97     14.47         0.14          0.35          0.49        (0.07)      (0.32)       (0.39)
                           12/31/96     11.11         0.05          3.35          3.40        (0.02)      (0.02)       (0.04)
                           12/31/95(2)   10.00        0.04          1.07          1.11           --          --           --
AST PIMCO Limited          06/30/00**  $10.84       $ 0.36        $(0.05)       $ 0.31       $(0.62)     $   --       $(0.62)
  Maturity Bond            12/31/99     11.08         0.59         (0.22)         0.37        (0.61)         --        (0.61)
                           12/31/98     11.02         0.56          0.03          0.59        (0.53)         --        (0.53)
                           12/31/97     10.81         0.55          0.22          0.77        (0.56)         --        (0.56)
                           12/31/96     10.47         0.56         (0.15)         0.41        (0.05)      (0.02)       (0.07)
                           12/31/95(2)   10.00        0.05          0.42          0.47           --          --           --
AST Alliance Growth        06/30/00**  $18.95       $(0.02)       $ 2.02        $ 2.00       $   --      $(1.56)      $(1.56)
                           12/31/99     16.07        (0.07)         4.85          4.78           --       (1.90)       (1.90)
                           12/31/98     12.62        (0.10)         3.55          3.45           --          --           --
                           12/31/97     10.99        (0.05)         1.68          1.63           --          --           --
                           12/31/96(3)   10.00       (0.01)         1.00          0.99           --          --           --
</TABLE>

--------------------------------------------------------------------------------
(1) Annualized.
(2) Commenced operations on May 2, 1995.
(3) Commenced operations on May 2, 1996.
 * For 1999 and 2000, includes commissions received by American Skandia
   Marketing, Inc. under the Portfolio's Distribution Plan, as described in Note
   3 to the Financial Statements.
** Unaudited.

See Notes to Financial Statements.


<PAGE>   138

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                                             RATIOS OF EXPENSES
                   SUPPLEMENTAL DATA                       TO AVERAGE NET ASSETS*
    -----------------------------------------------   --------------------------------
    NET ASSET             NET ASSETS AT               AFTER ADVISORY   BEFORE ADVISORY     RATIO OF NET
      VALUE                  END OF       PORTFOLIO     FEE WAIVER       FEE WAIVER      INVESTMENT INCOME
       END       TOTAL       PERIOD       TURNOVER     AND EXPENSE       AND EXPENSE     (LOSS) TO AVERAGE
    OF PERIOD   RETURN     (IN 000'S)       RATE      REIMBURSEMENT     REIMBURSEMENT       NET ASSETS
    ---------   -------   -------------   ---------   --------------   ---------------   -----------------
<S> <C>         <C>       <C>             <C>         <C>              <C>               <C>
     $ 9.11      (3.53%)   $  136,272       108%          1.12%(1)          1.12%(1)            4.00%(1)
       9.60      (8.33%)      138,144       106%          1.11%             1.11%               3.51%
      11.46      14.72%       147,973       136%          1.11%             1.11%               4.78%
      10.11      (3.42%)      130,408       173%          1.11%             1.11%               4.73%
      10.90       5.98%        98,235       241%          1.21%             1.21%               5.02%
      10.60      11.10%        45,602       325%          1.53%             1.53%               6.17%
     $26.53      12.75%    $  765,447        55%          1.08%(1)          1.08%(1)           (0.55%)(1)
      24.03      51.37%       394,325       148%          1.13%             1.13%              (0.71%)
      17.26      20.65%       261,792       228%          1.07%             1.07%              (0.34%)
      16.61      16.68%       185,050       305%          0.99%             0.99%               0.07%
      14.39      16.34%       136,247       156%          1.01%             1.01%               0.24%
      12.40      24.42%        45,979        84%          1.17%             1.17%               0.70%
     $19.27      (9.83%)   $  340,163       264%          1.22%(1)          1.22%(1)           (0.16%)(1)
      24.63      89.71%       217,397       309%          1.29%             1.29%              (0.54%)
      13.04      10.92%       119,997        46%          1.30%             1.30%               0.32%
      11.78       2.03%       117,938        73%          1.35%             1.35%               0.43%
      11.63      12.91%       117,643       133%          1.36%             1.36%               1.25%
      10.33       3.30%        28,455         4%          1.46%(1)          1.46%(1)            0.94%(1)
     $13.99       7.50%    $  119,158        61%          1.25%(1)          1.25%(1)            1.35%(1)
      13.16      28.11%       102,225        72%          1.16%             1.16%               1.11%
      11.97     (11.83%)       74,126        55%          1.16%             1.16%               1.14%
      14.57       3.39%       111,954        44%          1.16%             1.16%               0.98%
      14.47      30.74%        88,534        31%          1.30%             1.30%               1.08%
      11.11      11.10%         9,262         2%          1.35%(1)          1.80%(1)            1.28%(1)
     $10.53       3.04%    $  389,721        34%          0.86%(1)          0.86%(1)            5.96%(1)
      10.84       3.37%       406,604       178%          0.86%             0.86%               5.51%
      11.08       5.72%       349,707       263%          0.86%             0.86%               5.70%
      11.02       7.46%       288,642        54%          0.88%             0.88%               5.71%
      10.81       3.90%       209,013       247%          0.89%             0.89%               5.69%
      10.47       4.70%       161,940       205%          0.89%(1)          0.89%(1)            4.87%(1)
     $19.39      10.40%    $  444,107        91%          1.22%(1)          1.22%(1)           (0.50%)(1)
      18.95      33.91%       364,454       316%          1.11%             1.11%              (0.50%)
      16.07      27.34%       300,924       252%          1.22%             1.22%              (0.70%)
      12.62      14.83%       235,648       219%          1.23%             1.23%              (0.59%)
      10.99       9.90%        48,790        77%          1.33%(1)          1.33%(1)           (0.56%)(1)
- ----------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
                                                             INCREASE (DECREASE) FROM
                                                              INVESTMENT OPERATIONS                     LESS DISTRIBUTIONS
                                                      --------------------------------------   -------------------------------------
                                          NET ASSET      NET
                                            VALUE     INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET    FROM NET
                              PERIOD      BEGINNING     INCOME     & UNREALIZED   INVESTMENT   INVESTMENT   REALIZED       TOTAL
         PORTFOLIO            ENDED       OF PERIOD     (LOSS)     GAIN (LOSS)    OPERATIONS     INCOME      GAINS     DISTRIBUTIONS
- ---------------------------  --------     ---------   ----------   ------------   ----------   ----------   --------   ----------
<S>                          <C>          <C>         <C>          <C>            <C>          <C>          <C>        <C>
AST Janus Overseas           06/30/00**    $25.10       $ 0.02        $(0.76)       $(0.74)      $(0.13)     $(0.18)      $(0.31)
  Growth                     12/31/99       13.74        (0.03)        11.39         11.36           --          --           --
                             12/31/98       11.87         0.04          1.88          1.92        (0.05)         --        (0.05)
                             12/31/97(4)    10.00         0.02          1.85          1.87           --          --           --
AST American Century         06/30/00**    $15.65       $ 0.03        $(0.67)       $(0.64)      $(0.08)     $(0.88)      $(0.96)
  Income & Growth            12/31/99       13.47         0.09          2.84          2.93        (0.11)      (0.64)       (0.75)
                             12/31/98       12.23         0.11          1.38          1.49        (0.07)      (0.18)       (0.25)
                             12/31/97(4)    10.00         0.07          2.16          2.23           --          --           --
AST American Century         06/30/00**    $15.30       $ 0.15        $(0.10)       $ 0.05       $(0.23)     $(0.88)      $(1.11)
  Strategic Balanced         12/31/99       13.66         0.20          1.56          1.76        (0.12)         --        (0.12)
                             12/31/98       11.34         0.11          2.29          2.40        (0.08)         --        (0.08)
                             12/31/97(4)    10.00         0.11          1.23          1.34           --          --           --
AST American Century         06/30/00**    $22.40       $ 0.04        $(1.36)       $(1.32)      $   --      $(0.82)      $(0.82)
  International Growth       12/31/99       13.66        (0.04)         8.88          8.84           --       (0.10)       (0.10)
                             12/31/98       11.52         0.03          2.12          2.15        (0.01)         --        (0.01)
                             12/31/97(4)    10.00        (0.03)         1.55          1.52           --          --           --
AST T. Rowe Price            06/30/00**    $11.39       $ 0.05        $ 1.40        $ 1.45       $(0.07)     $(0.63)      $(0.70)
  Small Company Value        12/31/99       11.44         0.08         (0.03)         0.05        (0.10)         --        (0.10)
                             12/31/98       12.88         0.09         (1.42)        (1.33)       (0.05)      (0.06)       (0.11)
                             12/31/97(4)    10.00         0.06          2.82          2.88           --          --           --
AST Marsico Capital          06/30/00**    $21.63       $(0.01)       $(1.40)       $(1.41)      $   --      $(0.52)      $(0.52)
  Growth                     12/31/99       14.20        (0.03)         7.48          7.45        (0.01)      (0.01)       (0.02)
                             12/31/98       10.03           --          4.17          4.17           --          --           --
                             12/31/97(5)    10.00         0.01          0.02          0.03           --          --           --
AST Cohen & Steers           06/30/00**    $ 8.36       $ 0.14        $ 0.70        $ 0.84       $(0.28)     $   --       $(0.28)
  Realty                     12/31/99        8.41         0.33         (0.15)         0.18        (0.23)         --        (0.23)
                             12/31/98(6)    10.00         0.28         (1.87)        (1.59)          --          --           --
AST Lord Abbett              06/30/00**    $10.87       $   --        $ 1.29        $ 1.29       $   --      $   --       $   --
  Small Cap Value            12/31/99        9.99        (0.03)         0.91          0.88           --          --           --
                             12/31/98(6)    10.00        (0.01)           --         (0.01)          --          --           --
AST Sanford Bernstein        06/30/00**    $14.96       $ 0.05        $(0.47)       $(0.42)      $(0.08)     $(0.95)      $(1.03)
  Managed Index 500          12/31/99       12.78         0.08          2.56          2.64        (0.06)      (0.40)       (0.46)
                             12/31/98(6)    10.00         0.06          2.72          2.78           --          --           --
</TABLE>

- ------------------------------------------------------------------------------
(1) Annualized.
(4) Commenced operations on January 2, 1997.
(5) Commenced operations on December 22, 1997.
(6) Commenced operations on January 2, 1998.
 * For 1999 and 2000, includes commissions received by American Skandia
   Marketing, Inc. under the Portfolio's Distribution Plan, as described in Note
   3 to the Financial Statements.
** Unaudited.

See Notes to Financial Statements.


<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                                             RATIOS OF EXPENSES
                   SUPPLEMENTAL DATA                       TO AVERAGE NET ASSETS*
    -----------------------------------------------   --------------------------------
    NET ASSET             NET ASSETS AT               AFTER ADVISORY   BEFORE ADVISORY     RATIO OF NET
      VALUE                  END OF       PORTFOLIO     FEE WAIVER       FEE WAIVER      INVESTMENT INCOME
       END       TOTAL       PERIOD       TURNOVER     AND EXPENSE       AND EXPENSE     (LOSS) TO AVERAGE
    OF PERIOD   RETURN     (IN 000'S)       RATE      REIMBURSEMENT     REIMBURSEMENT       NET ASSETS
    ---------   -------   -------------   ---------   --------------   ---------------   -----------------
<S> <C>         <C>       <C>             <C>         <C>              <C>               <C>
     $24.05      (3.16%)   $1,540,152        56%          1.17%(1)          1.18%(1)           0.33%(1)
      25.10      82.68%     1,551,045        76%          1.23%             1.23%             (0.18%)
      13.74      16.22%       607,206        97%          1.27%             1.27%              0.32%
      11.87      18.70%       255,705        94%          1.35%(1)          1.35%(1)           0.36%(1)
     $14.05      (3.71%)   $  478,761        29%          0.94%(1)          0.94%(1)           0.70%(1)
      15.65      22.98%       360,630       125%          0.98%             0.98%              0.86%
      13.47      12.27%       189,871        87%          1.00%             1.00%              1.05%
      12.23      22.30%       117,438        81%          1.23%(1)          1.23%(1)           1.24%(1)
     $14.24       0.71%    $  225,392        64%          1.09%(1)          1.09%(1)           2.22%(1)
      15.30      12.97%       216,748       104%          1.10%             1.10%              1.93%
      13.66      21.29%        91,043        95%          1.16%             1.13%              1.68%
      11.34      13.40%        28,947        76%          1.25%(1)          1.35%(1)           2.02%(1)
     $20.26      (6.40%)   $  301,870        54%          1.32%(1)          1.32%(1)           0.11%(1)
      22.40      65.20%       154,226       112%          1.50%             1.50%             (0.32%)
      13.66      18.68%        77,733       220%          1.65%             1.65%              0.10%
      11.52      15.10%        33,125       171%          1.75%(1)          1.75%(1)          (0.58%)(1)
     $12.14      13.62%    $  302,755        15%          1.12%(1)          1.12%(1)           0.84%(1)
      11.39       0.58%       261,493        26%          1.11%             1.11%              0.64%
      11.44     (10.53%)      304,072        10%          1.11%             1.11%              0.93%
      12.88      28.80%       199,896         7%          1.16%(1)          1.16%              1.20%(1)
     $19.70      (6.67%)   $1,908,574        61%          1.05%(1)          1.06%(1)          (0.21%)(1)
      21.63      52.58%     1,723,736       115%          1.08%             1.08%             (0.25%)
      14.20      41.59%       594,966       213%          1.11%             1.11%              0.16%
      10.03       0.30%         7,299         --          1.00%(1)          1.00%(1)           3.62%(1)
     $ 8.92      10.57%    $   89,986        34%          1.31%(1)          1.31%(1)           4.97%(1)
       8.36       2.26%        56,697        51%          1.27%             1.27%              4.95%
       8.41     (16.00%)       33,025        18%          1.30%(1)          1.30%(1)           5.02%(1)
     $12.16      11.87%    $  123,878        36%          1.17%(1)          1.17%(1)          (0.29%)(1)
      10.87       8.81%        74,192        85%          1.24%             1.24%             (0.36%)
       9.99      (0.10%)       41,788        58%          1.31%(1)          1.31%(1)          (0.21%)(1)
     $13.51      (2.47%)   $  725,914        78%          0.73%(1)          0.73%(1)           0.78%(1)
      14.96      21.23%       633,567       101%          0.79%             0.77%              0.74%
      12.78      27.90%       289,551       162%          0.80%(1)          0.86%(1)           1.07%(1)
</TABLE>

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


<PAGE>

AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                             INCREASE (DECREASE) FROM
                                                              INVESTMENT OPERATIONS                     LESS DISTRIBUTIONS
                                                      --------------------------------------   -------------------------------------
                                          NET ASSET      NET
                                            VALUE     INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET    FROM NET
                              PERIOD      BEGINNING     INCOME     & UNREALIZED   INVESTMENT   INVESTMENT   REALIZED       TOTAL
         PORTFOLIO            ENDED       OF PERIOD     (LOSS)     GAIN (LOSS)    OPERATIONS     INCOME      GAINS     DISTRIBUTIONS
- ---------------------------  --------     ---------   ----------   ------------   ----------   ----------   --------   -----------
<S>                          <C>          <C>         <C>          <C>            <C>          <C>          <C>        <C>
AST Kemper                   06/30/00**    $15.59       $(0.03)       $ 0.79        $ 0.76       $   --      $(0.89)      $(0.89)
  Small-Cap Growth           12/31/99(7)    10.00        (0.05)         5.64          5.59           --          --           --
AST MFS Global Equity        06/30/00**    $11.03       $ 0.04        $ 0.06        $ 0.10       $(0.01)     $(0.01)      $(0.02)
                             12/31/99(8)    10.00         0.01          1.02          1.03           --          --           --
AST MFS Growth               06/30/00**    $11.30       $ 0.01        $ 0.35        $ 0.36       $   --      $   --       $   --
                             12/31/99(8)    10.00         0.01          1.29          1.30           --          --           --
AST MFS Growth               06/30/00**    $10.52       $ 0.03        $ 0.08        $ 0.11       $(0.01)     $   --       $(0.01)
  with Income                12/31/99(8)    10.00         0.01          0.51          0.52           --          --           --
AST Alger                    06/30/00**(9)  $10.00      $   --        $(1.23)       $(1.23)      $   --      $   --       $   --
  All-Cap Growth
AST Janus Mid-Cap Growth     06/30/00**(10)  $10.00     $ 0.02        $ 0.15        $ 0.17       $   --      $   --       $   --
</TABLE>

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

<TABLE>
<C>  <S>
 (1) Annualized.
 (7) Commenced operations on January 4, 1999.
 (8) Commenced operations on October 18, 1999.
 (9) Commenced operations on December 31, 1999.
(10) Commenced operations on May 1, 2000.
 *   For 1999 and 2000, includes commissions received by American
     Skandia Marketing, Inc. under the Portfolio's Distribution
     Plan, as described in Note 3 to the Financial Statements.
**   Unaudited.
</TABLE>

See Notes to Financial Statements.


<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                                             RATIOS OF EXPENSES
                   SUPPLEMENTAL DATA                       TO AVERAGE NET ASSETS*
    -----------------------------------------------   --------------------------------
    NET ASSET             NET ASSETS AT               AFTER ADVISORY   BEFORE ADVISORY     RATIO OF NET
      VALUE                  END OF       PORTFOLIO     FEE WAIVER       FEE WAIVER      INVESTMENT INCOME
       END       TOTAL       PERIOD       TURNOVER     AND EXPENSE       AND EXPENSE     (LOSS) TO AVERAGE
    OF PERIOD   RETURN     (IN 000'S)       RATE      REIMBURSEMENT     REIMBURSEMENT       NET ASSETS
    ---------   -------   -------------   ---------   --------------   ---------------   -----------------
<S> <C>         <C>       <C>             <C>         <C>              <C>               <C>
     $15.46       4.27%    $1,084,319        65%          1.12%(1)          1.12%(1)          (0.65%)(1)
      15.59      55.90%       841,984       133%          1.14%(1)          1.14%(1)          (0.67%)(1)
     $11.11       0.80%    $   12,203        35%          1.20%(1)          1.20%(1)           1.48%(1)
      11.03      10.40%         1,291       142%          1.75%(1)          2.11%(1)           0.75%(1)
     $11.66       3.21%    $   38,168       102%          1.02%(1)          1.02%(1)           0.22%(1)
      11.30      13.00%         4,868        60%          1.35%(1)          1.35%(1)           0.76%(1)
     $10.62       1.05%    $   34,668        28%          1.04%(1)          1.04%(1)           0.63%(1)
      10.52       5.20%         8,757         6%          1.23%(1)          1.23%(1)           1.45%(1)
     $ 8.77     (12.30%)   $  238,798        53%          1.23%(1)          1.23%(1)           0.00%(1)
     $10.17       1.70%    $   33,664         5%          1.26%(1)          1.26%(1)           1.76%(1)
</TABLE>

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


<PAGE>

AMERICAN SKANDIA TRUST

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000 (UNAUDITED)

- ------------------------------------------------------------------------------
1.  ORGANIZATION

American Skandia Trust (the "Trust") is an open-end management investment
company, registered under the Investment Company Act of 1940, as amended. The
Trust was organized on October 31, 1988 as a Massachusetts business trust. The
Trust operates as a series company and, at June 30, 2000, issued 33 classes of
shares of beneficial interest: AST AIM International Equity Portfolio
("International Equity"), AST Alliance Growth and Income Portfolio ("Growth and
Income"), AST JanCap Growth Portfolio ("JanCap Growth"), AST Money Market
Portfolio ("Money Market"), AST Neuberger Berman Mid-Cap Value Portfolio
("Mid-Cap Value"), AST AIM Balanced Portfolio ("Balanced"), AST Federated High
Yield Portfolio ("High Yield"), AST T. Rowe Price Asset Allocation Portfolio
("Asset Allocation"), AST PIMCO Total Return Bond Portfolio ("Total Return
Bond"), AST INVESCO Equity Income Portfolio ("Equity Income"), AST Janus
Small-Cap Growth Portfolio ("Janus Small-Cap Growth"), AST American Century
International Growth Portfolio II ("International Growth II") (formerly, AST T.
Rowe Price International Equity Portfolio), AST T. Rowe Price Global Bond
Portfolio ("Global Bond") (formerly, AST T. Rowe Price International Bond
Portfolio), AST Neuberger Berman Mid-Cap Growth Portfolio ("Neuberger Mid-Cap
Growth"), AST Founders Passport Portfolio ("Passport"), AST T. Rowe Price
Natural Resources Portfolio ("Natural Resources"), AST PIMCO Limited Maturity
Bond Portfolio ("Limited Maturity Bond"), AST Alliance Growth Portfolio
("Alliance Growth") (formerly, AST Oppenheimer Large-Cap Growth Portfolio), AST
Janus Overseas Growth Portfolio ("Overseas Growth"), AST American Century Income
& Growth Portfolio ("Income & Growth"), AST American Century Strategic Balanced
Portfolio ("Strategic Balanced"), AST American Century International Growth
Portfolio ("International Growth"), AST T. Rowe Price Small Company Value
Portfolio ("Small Company Value"), AST Marsico Capital Growth Portfolio
("Capital Growth"), AST Cohen & Steers Realty Portfolio ("Realty"), AST Lord
Abbett Small Cap Value Portfolio ("Small Cap Value"), AST Sanford Bernstein
Managed Index 500 Portfolio ("Managed Index 500") (formerly, AST Bankers Trust
Managed Index 500 Portfolio), AST Kemper Small-Cap Growth Portfolio ("Kemper
Small-Cap Growth"), AST MFS Global Equity Portfolio ("Global Equity"), AST MFS
Growth Portfolio ("MFS Growth"), AST MFS Growth with Income Portfolio ("Growth
with Income"), AST Alger All-Cap Growth Portfolio ("All-Cap Growth"), and AST
Janus Mid-Cap Growth Portfolio ("Janus Mid-Cap Growth") (collectively the
"Portfolios").

2.  SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the
Trust, in conformity with generally accepted accounting principles, in the
preparation of its financial statements. The preparation of financial statements
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.

Security Valuation

Portfolio securities are valued at the close of trading on the New York Stock
Exchange. Equity securities are valued generally at the last reported sales
price on the securities exchange on which they are primarily traded, or at the
last reported sales price on the NASDAQ National Securities Market. Securities
not listed on an exchange or securities market, or securities in which there
were no transactions, are valued at the average of the most recent bid and asked
prices.


<PAGE>

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

Debt securities are generally traded in the over-the-counter market and are
valued at a price deemed best to reflect fair value as quoted by dealers who
make markets in these securities or by an independent pricing service. Debt
securities of Money Market are valued at amortized cost, which approximates
market value. The amortized cost method values a security at its cost at the
time of purchase and thereafter assumes a constant amortization to maturity of
any discount or premium. For Portfolios other than Money Market, debt securities
which mature in 60 days or less are valued at cost (or market value 60 days
prior to maturity), adjusted for amortization to maturity of any premium or
discount.

Securities for which market quotations are not readily available are valued at
fair value as determined in accordance with procedures adopted by the Board of
Trustees. At June 30, 2000, there were no securities valued in accordance with
such procedures.

Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign
currencies are converted each business day into U.S. dollars based on the
prevailing rates of exchange. Purchases and sales of portfolio securities and
income and expenses are converted into U.S. dollars on the respective dates of
such transactions.

Gains and losses resulting from changes in exchange rates applicable to foreign
securities are not reported separately from gains and losses arising from
movements in securities prices.

Net realized foreign exchange gains and losses include gains and losses from
sales and maturities of foreign currency exchange contracts, gains and losses
realized between the trade and settlement dates of foreign securities
transactions, and the difference between the amount of net investment income
accrued on foreign securities and the U.S. dollar amount actually received. Net
unrealized foreign exchange gains and losses include gains and losses from
changes in the value of assets and liabilities other than portfolio securities,
resulting from changes in exchange rates.

Foreign Currency Exchange Contracts

A foreign currency exchange contract ("FCEC") is a commitment to purchase or
sell a specified amount of a foreign currency at a specified future date, in
exchange for either a specified amount of another foreign currency or U.S.
dollars.

FCECs are valued at the forward exchange rates applicable to the underlying
currencies, and changes in market value are recorded as unrealized gains and
losses until the contract settlement date.

Risks could arise from entering into FCECs if the counterparties to the
contracts were unable to meet the terms of their contracts. In addition, the use
of FCECs may not only hedge against losses on securities denominated in foreign
currency, but may also reduce potential gains on securities from favorable
movements in exchange rates.

Futures Contracts and Options

A financial futures contract calls for delivery of a particular security at a
specified price and future date. The seller of the contract agrees to make
delivery of the type of security called for in the contract and the buyer agrees
to take delivery at a specified future date. Such contracts require an initial
margin deposit, in cash or cash equivalents, equal to


<PAGE>

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

a certain percentage of the contract amount. Subsequent payments (variation
margin) are made or received by the Portfolio each day, depending on the daily
change in the value of the contract. Futures contracts are valued based on their
quoted daily settlement prices. Fluctuations in value are recorded as unrealized
gains and losses until such time that the contracts are terminated.

An option is a right to buy or sell a particular security at a specified price
within a limited period of time. The buyer of the option, in return for a
premium paid to the seller, has the right to buy (in the case of a call option)
or sell (in the case of a put option) the underlying security of the contract.
The premium received in cash from writing options is recorded as an asset with
an equal liability that is adjusted to reflect the option's value. The premium
received from writing options which expire is recorded as realized gains. The
premium received from writing options which are exercised or closed is offset
against the proceeds or amount paid on the transaction to determine the realized
gain or loss. If a put option is exercised, the premium reduces the cost basis
of the security or currency purchased. Options are valued based on their quoted
daily settlement prices.

Risks could arise from entering into futures and written options transactions
from the potential inability of counterparties to meet the terms of their
contracts, the potential inability to enter into a closing transaction because
of an illiquid secondary market, and from unexpected movements in interest or
exchange rates or securities values.

Repurchase Agreements

A repurchase agreement is a commitment to purchase government securities from a
seller who agrees to repurchase the securities at an agreed-upon price and date.
The excess of the resale price over the purchase price determines the yield on
the transaction. Under the terms of the agreement, the market value, including
accrued interest, of the government securities will be at least equal to their
repurchase price. Repurchase agreements are recorded at cost, which, combined
with accrued interest, approximates market value.

Repurchase agreements entail a risk of loss in the event that the seller
defaults on its obligation to repurchase the securities. In such case, the
Portfolio may be delayed or prevented from exercising its right to dispose of
the securities.

Swap Agreements

A swap agreement is a two-party contract under which an agreement is made to
exchange returns from predetermined investments or instruments, including a
particular interest rate, foreign currency, or "basket" of securities
representing a particular index. The gross returns to be exchanged or "swapped"
between the parties are calculated based on a "notional amount", which, each
business day, is valued to determine each party's obligation under the contract.
Fluctuations in value are recorded as unrealized gains and losses during the
term of the contract.

Commonly used swap agreements include interest rate caps, under which, in return
for a premium, one party agrees to make payments to the other to the extent that
interest rates exceed a specified rate or "cap"; interest rate floors, under
which, in return for a premium, one party agrees to make payments to the other
to the extent that interest rates fall below a specified level or "floor"; and
interest rate collars, under which a party sells a cap and purchases a floor or
vice versa.


<PAGE>

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

Risks could arise from entering into swap agreements from the potential
inability of counterparties to meet the terms of their contracts, and from the
potential inability to enter into a closing transaction. It is possible that
developments in the swaps market, including potential governmental regulation,
could affect the Portfolio's ability to terminate existing swap agreements or to
realize amounts to be received under such agreements.

Securities Loans

Each Portfolio may lend securities for the purpose of realizing additional
income. All securities loans are collateralized by cash or securities issued or
guaranteed by the U.S. Government or its agencies. The value of the collateral
is at least equal to the market value of the securities lent. However, due to
market fluctuations, the value of the securities lent may exceed the value of
the collateral. On the next business day the collateral is adjusted based on the
prior day's market fluctuations and the current day's lending activity.

Interest income from lending activity is determined by the amount of interest
earned on collateral, less any amounts payable to the borrowers of the
securities and the lending agent.

Lending securities involves certain risks, including the risk that the Portfolio
may be delayed or prevented from recovering the collateral if the borrower fails
to return the securities.


<PAGE>

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

At June 30, 2000, securities lending activities are summarized as follows:

<TABLE>
<CAPTION>
                                                          MARKET VALUE
                                                         OF SECURITIES      MARKET VALUE     INCOME FROM
PORTFOLIO                                                   ON LOAN        OF COLLATERAL      LENDING*
- ---------                                                --------------    --------------    -----------
<S>                                                      <C>               <C>               <C>
Growth and Income....................................    $  125,845,725    $  122,685,018     $133,153
JanCap Growth........................................     1,328,757,881     1,320,083,926      957,941
Mid-Cap Value........................................        71,402,577        73,153,329       91,084
Balanced.............................................        93,547,476        89,761,339      100,788
High Yield...........................................        13,944,113        14,738,880      146,841
Asset Allocation.....................................        80,204,302        81,925,710       58,560
Equity Income........................................        80,451,924        80,267,262       99,818
Janus Small-Cap Growth...............................       125,755,174       127,084,647      606,543
Neuberger Mid-Cap Growth.............................       177,696,911       177,177,541      134,464
Natural Resources....................................         8,686,275         9,099,015       19,458
Alliance Growth......................................       102,445,914       103,201,689       56,322
Income & Growth......................................        55,728,328        53,157,945       43,204
Strategic Balanced...................................        24,407,661        21,906,911       24,838
Small Company Value..................................        13,659,851        14,139,060       38,088
Capital Growth.......................................       247,388,008       250,406,392      282,269
Realty...............................................        11,019,725        10,372,500       18,479
Small Cap Value......................................         2,821,406         6,945,900       30,125
Managed Index 500....................................        54,432,979        55,724,782       56,580
Kemper Small-Cap Growth..............................       116,049,865       103,727,828      491,744
MFS Growth...........................................         5,945,463         5,999,125          314
Growth with Income...................................         3,325,058         3,365,172          141
All-Cap Growth.......................................        62,951,747        63,294,427       35,846
Janus Mid-Cap Growth.................................         6,383,737         6,504,590        1,687
</TABLE>

* Income earned for the period is included in interest income on the Statements
  of Operations.

Investment Transactions and Investment Income

Securities transactions are accounted for on the trade date. Realized gains and
losses from securities sold are recognized on the specific identification basis.
Dividend income is recorded on the ex-dividend date. Corporate actions,
including dividends, on foreign securities are recorded on the ex-dividend date
or, if such information is not available, as soon as reliable information is
available from the Trust's sources. Interest income is recorded on the accrual
basis and includes the accretion of discount and amortization of premium.

Expenses

Each Portfolio is charged for expenses that are directly attributable to it.
Common expenses of the Trust are allocated to the Portfolios in proportion to
their net assets.


<PAGE>

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

Distributions to Shareholders

Dividends, if any, from net investment income are declared and paid at least
annually by all Portfolios other than Money Market. In the case of Money Market,
dividends are declared daily and paid monthly. Net realized gains from
investment transactions, if any, are distributed at least annually.
Distributions to shareholders are recorded on the ex-dividend date.

3.  AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES

The Portfolios have entered into investment management agreements with American
Skandia Investment Services, Inc. (the "Investment Manager") which provide that
the Investment Manager will furnish each Portfolio with investment advice and
investment management and administrative services. The Investment Manager has
engaged the following firms as Sub-advisors for their respective Portfolios: A I
M Capital Management, Inc. for International Equity and Balanced; Lord Abbett &
Co. for Small Cap Value; Janus Capital Corporation for JanCap Growth, Janus
Small-Cap Growth, Overseas Growth, and Janus Mid-Cap Growth; J. P. Morgan
Investment Management, Inc. for Money Market; Federated Investment Counseling
for High Yield; T. Rowe Price Associates, Inc. for Asset Allocation, Natural
Resources, and Small Company Value; Pacific Investment Management Co. for Total
Return Bond and Limited Maturity Bond; INVESCO Funds Group, Inc. for Equity
Income; Founders Asset Management, Inc. for Passport; Rowe Price-Fleming
International, Inc., a United Kingdom Corporation, for Global Bond; Neuberger
Berman Management, Inc. for Mid-Cap Value and Neuberger Mid-Cap Growth; American
Century Investment Management, Inc. for Income & Growth, Strategic Balanced,
International Growth, and International Growth II; Marsico Capital Management,
LLC for Capital Growth; Cohen & Steers Capital Management, Inc. for Realty;
Sanford C. Bernstein & Co., Inc. for Managed Index 500; Scudder Kemper
Investments, Inc. for Kemper Small-Cap Growth; Massachusetts Financial Services
Co. for Global Equity, MFS Growth, and Growth with Income; Alliance Capital
Management L.P. for Growth and Income and Alliance Growth; and Fred Alger
Management, Inc. for All-Cap Growth.

The Investment Manager receives a fee, computed daily and paid monthly, based on
an annual rate of 1.00%, .75%, .90%, .50%, .90%, .75%, .75%, .85%, .65%, .75%,
 .90%, 1.00%, .80%, .90%, 1.00%, .90%, .65%, .90%, 1.00%, .75%, .85%, 1.00%,
 .90%, .90%, 1.00%, .95%, .60%, .95%, 1.00%, .90%, .90%, .95%, and 1.00% of the
average daily net assets of the International Equity, Growth and Income, JanCap
Growth, Money Market, Mid-Cap Value, Balanced, High Yield, Asset Allocation,
Total Return Bond, Equity Income, Janus Small-Cap Growth, International Growth
II, Global Bond, Neuberger Mid-Cap Growth, Passport, Natural Resources, Limited
Maturity Bond, Alliance Growth, Overseas Growth, Income & Growth, Strategic
Balanced, International Growth, Small Company Value, Capital Growth, Realty,
Small Cap Value, Managed Index 500, Kemper Small-Cap Growth, Global Equity, MFS
Growth, Growth with Income, All-Cap Growth, and Janus Mid-Cap Growth Portfolios,
respectively. The fees for International Equity are at the rate of .85% for
average daily net assets in excess of $75 million, for Mid-Cap Value, Neuberger
Mid-Cap Growth, and Alliance Growth are at the rate of .85% for average daily
net assets in excess of $1 billion, for Balanced are at the rate of .70% for
average daily net assets in excess of $300 million, and for Kemper Small-Cap
Growth are at the rate of .90% for average daily net assets in excess of $1
billion. During the six months ended June 30, 2000, the Investment Manager
voluntarily waived .05% from its fee for the Money Market Portfolio and .05%
from its fee on average daily net assets in excess of $1 billion for the JanCap
Growth, Growth and Income, and Capital Growth


<PAGE>

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

Portfolios. From March 31, 2000 to June 30, 2000, the Investment Manager
voluntarily waived .05% from its fee on average daily net assets in excess of $1
billion for the Total Return Bond, Equity Income, Janus Small-Cap Growth, and
Overseas Growth Portfolios. The Investment Manager pays each Sub-advisor a fee
as compensation for advisory services provided to the Portfolios.

On May 1, 2000, Alliance Capital Management L.P. became Sub-advisor to AST
Alliance Growth and Income Portfolio (formerly, AST Lord Abbett Growth and
Income Portfolio, sub-advised by Lord Abbett & Co.) and AST Alliance Growth
Portfolio (formerly, AST Oppenheimer Large-Cap Growth Portfolio, sub-advised by
OppenheimerFunds, Inc.).

On May 1, 2000, Sanford C. Bernstein & Co, Inc. became Sub-advisor to AST
Sanford Bernstein Managed Index 500 Portfolio (formerly, AST Bankers Trust
Managed Index 500 Portfolio, sub-advised by Bankers Trust Co.).

On May 1, 2000, American Century Investment Management, Inc. became Sub-advisor
to AST American Century International Growth II Portfolio (formerly, AST T. Rowe
Price International Equity Portfolio, sub-advised by Rowe Price-Fleming
International, Inc.).

The Trust has adopted a Distribution Plan (the "Plan") under Rule 12b-1 of the
Investment Company Act of 1940. The Plan permits American Skandia Marketing,
Incorporated ("ASMI") to receive brokerage commissions in connection with
purchases and sales of securities by the Portfolios, and to use these
commissions to promote the sale of variable contracts, the premiums for which
are invested in shares of the Trust. Under the Plan, securities transactions for
a Portfolio may be directed to certain brokers for execution ("clearing
brokers") who have agreed to pay part of the brokerage commissions received on
these transactions to ASMI for "introducing" transactions to the clearing
broker. In turn, ASMI uses the brokerage commissions received as an introducing
broker to pay various distribution-related expenses, such as advertising,
printing of sales materials, and payments to dealers.

Commissions received by ASMI under the Plan are reflected in the cost of
securities purchased and the proceeds from the sale of securities. These
commissions are shown in the Statements of Operations as "Distribution Fees" and
a corresponding reduction "Fees Paid Indirectly". Net expenses of the Portfolios
are unaffected by these commissions. For the six months ended June 30, 2000,
commissions received by ASMI totaled $3,356,739.

The Trust has entered into an agreement with American Skandia Life Assurance
Corporation ("ASLAC") pursuant to which it pays ASLAC a shareholder servicing
fee at an annual rate of .10% of each Portfolio's average daily net assets.

Certain officers and Trustees of the Trust are officers or directors of the
Investment Manager. The Trust pays no compensation directly to its officers or
interested Trustees.

4.  TAX MATTERS

Each Portfolio intends to qualify as a regulated investment company under the
Internal Revenue Code and to distribute all of its taxable income, including any
net realized gains on investments, to shareholders. Accordingly, no provision
for federal income or excise tax has been made.


<PAGE>

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

Income and capital gains of the Portfolios are determined in accordance with
both tax regulations and generally accepted accounting principles. Such may
result in temporary and permanent differences between tax basis earnings and
earnings reported for financial statement purposes. Temporary differences that
result in over-distributions for financial statement purposes are classified as
distributions in excess of net investment income or accumulated net realized
gains. Permanent differences in the recognition of earnings are reclassified to
additional paid-in capital. Distributions in excess of tax-basis earnings are
recorded as a return of capital.

Capital Loss Carryforwards

At December 31, 1999, the following Portfolios had, for federal income tax
purposes, capital loss carryforwards available to offset future net realized
capital gains.

<TABLE>
<CAPTION>
                                                                        EXPIRATION
                                                                       DECEMBER 31,
                                                    ---------------------------------------------------
                                       AMOUNT         2004         2005          2006          2007
                                     -----------    --------    ----------    ----------    -----------
<S>                                  <C>            <C>         <C>           <C>           <C>
High Yield.......................    $ 3,504,698    $     --    $       --    $       --    $ 3,504,698
Total Return Bond................     23,034,821          --            --            --     23,034,821
Global Bond......................      1,753,510          --            --            --      1,753,510
Limited Maturity Bond............      1,947,158     496,087            --            --      1,451,071
Realty...........................      2,479,752          --            --       569,675      1,910,077
Small Cap Value..................      1,275,730          --            --     1,275,730             --
MFS Growth.......................          1,705          --            --            --          1,705
Growth with Income...............          1,855          --            --            --          1,855
</TABLE>


<PAGE>

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

5.  PORTFOLIO SECURITIES

Purchases and sales of securities, other than short-term obligations, during the
six months ended June 30, 2000, were as follows ($ in thousands):

<TABLE>
<CAPTION>
                                                   U.S. GOVERNMENT SECURITIES        OTHER SECURITIES
                                                   --------------------------    ------------------------
                                                    PURCHASES        SALES       PURCHASES       SALES
                                                   -----------    -----------    ----------    ----------
<S>                                                <C>            <C>            <C>           <C>
AIM International Equity.......................    $       --     $       --     $  342,529    $  309,865
Growth and Income..............................            --             --      1,285,974     1,234,205
JanCap Growth..................................            --             --      1,262,124       921,672
Mid-Cap Value..................................            --             --        604,782       590,373
Balanced.......................................        32,322         30,758        238,443       138,600
High Yield.....................................            82            856         70,276        75,334
Asset Allocation...............................        23,342         17,881         45,249        59,955
Total Return Bond..............................     1,949,619      1,649,794        214,444       162,911
Equity Income..................................        11,082          9,658        408,827       329,150
Janus Small-Cap Growth.........................            --             --        633,892       645,185
International Growth II........................            --             --        466,186       515,242
Global Bond....................................        43,362          7,180         90,780       134,682
Neuberger Mid-Cap Growth.......................            --             --        571,818       303,141
Passport.......................................            --             --        992,048       841,873
Natural Resources..............................            --             --         73,383        61,952
Limited Maturity Bond..........................        39,680         29,578        276,387       126,089
Alliance Growth................................            --             --        413,451       341,574
Overseas Growth................................            --             --        775,815       717,180
Income & Growth................................            --             --        268,106       118,939
Strategic Balanced.............................         1,730          3,033        147,978       132,278
International Growth...........................            --             --        240,194       104,760
Small Company Value............................            --             --         46,258        41,377
Capital Growth.................................            --             --      1,365,175     1,041,083
Realty.........................................            --             --         50,787        23,462
Small Cap Value................................            --             --         70,098        31,558
Managed Index 500..............................         2,617          6,749        654,804       496,234
Kemper Small-Cap Growth........................            --             --        783,522       584,953
Global Equity..................................            --             --         11,848         1,657
MFS Growth.....................................            --             --         49,904        19,024
Growth with Income.............................            --             --         29,523         4,967
All-Cap Growth.................................            --             --        315,262        63,988
Janus Mid-Cap Growth...........................            --             --         25,607           792
</TABLE>

<PAGE>

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

At June 30, 2000, the cost and unrealized appreciation or depreciation in value
of the investments owned by the Portfolios, for federal income tax purposes,
were as follows ($ in thousands):

<TABLE>
<CAPTION>
                                                                   GROSS           GROSS        NET UNREALIZED
                                                  AGGREGATE      UNREALIZED      UNREALIZED      APPRECIATION
                                                     COST       APPRECIATION    DEPRECIATION    (DEPRECIATION)
                                                  ----------    ------------    ------------    --------------
<S>                                               <C>           <C>             <C>             <C>
AIM International Equity......................    $  602,849     $  171,540      $ (21,116)       $  150,424
Growth and Income.............................     1,440,172        112,254        (80,493)           31,761
JanCap Growth.................................     3,395,537      2,770,202       (256,930)        2,513,272
Mid-Cap Value.................................       654,667         64,086        (35,420)           28,666
Balanced......................................       501,510        100,247        (14,529)           85,718
High Yield....................................       685,908          5,564        (95,540)          (89,976)
Asset Allocation..............................       348,046        108,331        (20,919)           87,412
Total Return Bond.............................     1,527,046          4,017        (25,474)          (21,457)
Equity Income.................................       995,479        207,181        (49,498)          157,683
Janus Small-Cap Growth........................       851,718        339,776       (125,372)          214,404
International Growth II.......................       428,271         47,060        (20,148)           26,912
Global Bond...................................       135,448          3,459         (8,544)           (5,085)
Neuberger Mid-Cap Growth......................       648,322        134,971        (20,065)          114,906
Passport......................................       331,194         28,991        (21,702)            7,289
Natural Resources.............................       115,262         11,734        (10,916)              818
Limited Maturity Bond.........................       458,732            248         (6,405)           (6,157)
Alliance Growth...............................       416,058         45,798        (18,071)           27,727
Overseas Growth...............................     1,079,135        493,709        (27,359)          466,350
Income & Growth...............................       452,151         58,748        (32,855)           25,893
Strategic Balanced............................       215,709         22,336        (10,605)           11,731
International Growth..........................       273,725         35,271         (7,184)           28,087
Small Company Value...........................       308,210         50,646        (57,261)           (6,615)
Capital Growth................................     1,515,639        462,140        (69,650)          392,490
Realty........................................        87,572          4,658         (3,903)              755
Small Cap Value...............................       108,875         20,481         (5,130)           15,351
Managed Index 500.............................       699,989         66,743        (42,634)           24,109
Kemper Small-Cap Growth.......................       856,369        326,866        (98,681)          228,185
Global Equity.................................        12,533            758           (444)              314
MFS Growth....................................        36,757          2,594           (920)            1,674
Growth with Income............................        33,813          2,106         (1,248)              858
All-Cap Growth................................       246,896         13,707        (22,350)           (8,643)
Janus Mid-Cap Growth..........................        35,552          1,518         (1,386)              132
</TABLE>


<PAGE>

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

6.  WRITTEN OPTIONS TRANSACTIONS

Written options transactions, during the six months ended June 30, 2000, were as
follows:

<TABLE>
<CAPTION>
                                                             BALANCED              TOTAL RETURN BOND
                                                      ----------------------    -----------------------
                                                      NUMBER OF                 NUMBER OF
                                                      CONTRACTS     PREMIUM     CONTRACTS     PREMIUM
                                                      ---------    ---------    ---------    ----------
<S>                                                   <C>          <C>          <C>          <C>
Balance at beginning of year......................       540       $ 231,037      16,970     $  862,050
Written...........................................        18         100,527       4,737      1,396,621
Expired...........................................      (390)       (165,864)    (15,086)      (989,060)
Exercised.........................................        --              --          --             --
Closed............................................      (150)        (65,173)     (4,104)      (558,299)
                                                        ----       ---------     -------     ----------
Balance at end of year............................        18       $ 100,527       2,517     $  711,312
                                                        ====       =========     =======     ==========
</TABLE>

<TABLE>
<CAPTION>
                                                        LIMITED MATURITY BOND
                                                        ----------------------
                                                        NUMBER OF
                                                        CONTRACTS     PREMIUM
                                                        ---------    ---------
<S>                                                     <C>          <C>          <C>          <C>
Balance at beginning of year........................          --     $      --
Written.............................................         490       206,957
Expired.............................................          --            --
Exercised...........................................          --            --
Closed..............................................        (249)     (176,005)
                                                         -------     ---------
Balance at end of year..............................         241     $  30,952
                                                         =======     =========
</TABLE>

At June 30, 2000, Balanced, Total Return Bond and Limited Maturity Bond had
sufficient cash and/or securities at least equal to the value of written
options.

7.  LINE OF CREDIT

The Portfolios and other affiliated funds participate in a $100 million
unsecured, committed line of credit, provided by a syndication of banks, under a
line of credit agreement. Borrowings may be made for temporary or emergency
purposes, including the meeting of redemption requests that otherwise might
require the untimely disposition of securities. Any borrowings must be repaid
within 30 days of their receipt. Interest is charged to each Portfolio, based on
its borrowings, at a premium above the Federal Funds Rate. In addition, a
commitment fee, equal to an annual rate of .09% of the average daily unused
portion of the line of credit, is allocated among the participants at the end of
each quarter. At June 30, 2000, there were no borrowings under the agreement.



<PAGE>

                             AMERICAN SKANDIA TRUST
                            SCHEDULES OF INVESTMENTS
                               DECEMBER 31, 1999

                     AST AIM INTERNATIONAL EQUITY PORTFOLIO
                  AST LORD ABBETT GROWTH AND INCOME PORTFOLIO
                          AST JANCAP GROWTH PORTFOLIO
                           AST MONEY MARKET PORTFOLIO
                  AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO
                           AST AIM BALANCED PORTFOLIO
                       AST FEDERATED HIGH YIELD PORTFOLIO
                  AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
                     AST PIMCO TOTAL RETURN BOND PORTFOLIO
                      AST INVESCO EQUITY INCOME PORTFOLIO
                      AST JANUS SMALL-CAP GROWTH PORTFOLIO
                AST T. ROWE PRICE INTERNATIONAL EQUITY PORTFOLIO
                 AST T. ROWE PRICE INTERNATIONAL BOND PORTFOLIO
                 AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
                        AST FOUNDERS PASSPORT PORTFOLIO
                 AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
                   AST PIMCO LIMITED MATURITY BOND PORTFOLIO
                   AST OPPENHEIMER LARGE-CAP GROWTH PORTFOLIO
                      AST JANUS OVERSEAS GROWTH PORTFOLIO
                 AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
               AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
              AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO
                AST T. ROWE PRICE SMALL COMPANY VALUE PORTFOLIO
                      AST MARSICO CAPITAL GROWTH PORTFOLIO
                      AST COHEN & STEERS REALTY PORTFOLIO
                   AST LORD ABBETT SMALL CAP VALUE PORTFOLIO
                 AST BANKERS TRUST MANAGED INDEX 500 PORTFOLIO
                     AST KEMPER SMALL-CAP GROWTH PORTFOLIO
                        AST MFS GLOBAL EQUITY PORTFOLIO
                            AST MFS GROWTH PORTFOLIO
                      AST MFS GROWTH WITH INCOME PORTFOLIO


AST AIM INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
FOREIGN STOCK -- 95.4%
AUSTRALIA -- 1.5%
    AMP Ltd..........................     255,000   $  2,819,614
    Brambles Industries Ltd. ........      90,900      2,515,640
    Cable & Wireless Optus Ltd.*.....     580,000      1,939,595
    Telstra Corp*....................   1,107,000      3,905,596
                                                    ------------
                                                      11,180,445
                                                    ------------
BELGIUM -- 0.6%
    Tele Centro Sul Participacoes SA
      [ADR]..........................      19,203      1,742,672
    UCB SA...........................      61,000      2,644,829
                                                    ------------
                                                       4,387,501
                                                    ------------
BRAZIL -- 0.8%
    Embartel Participacoes SA
      [ADR]..........................      90,500      2,466,125
    Petroleo Brasileiro SA...........  14,300,000      3,641,295
                                                    ------------
                                                       6,107,420
                                                    ------------
CANADA -- 6.8%
    BCE, Inc. .......................     152,922     13,893,813
    Bombardier, Inc. Cl-B............     290,465      5,966,254
    Nortel Networks Corp. ...........     184,000     18,584,000
    Research in Motion Ltd.*.........     125,000      5,775,892
    Rogers Communications, Inc.
      Cl-B*..........................     126,000      3,081,261
    Shaw Communications, Inc. Cl-B...      68,700      2,267,790
    Toronto-Dominion Bank............      95,800      2,571,701
                                                    ------------
                                                      52,140,711
                                                    ------------
FINLAND -- 3.9%
    Nokia AB Oyj.....................     120,246     21,799,053
    Sonera Group Oyj.................     115,400      7,909,125
                                                    ------------
                                                      29,708,178
                                                    ------------
FRANCE -- 12.3%
    Accor SA.........................      90,000      4,348,172
    Altran Technologies SA...........      17,000     10,272,938
    AXA SA...........................      52,147      7,268,753
    Banque National de Paris.........      87,527      8,074,804
    Carrefour Supermarche SA.........      91,400     16,855,011
    Peugeot Citroen SA...............      13,500      3,064,659
    Pinault-Printemps Redoute SA.....      58,400     15,410,213
    Societe Generale.................      27,900      6,490,986
    Societe Television Francaise.....      25,617     13,416,094
    Total Fina SA Cl-B...............      70,500      9,408,047
                                                    ------------
                                                      94,609,677
                                                    ------------
GERMANY -- 3.2%
    EM.TV & Merchandising AG.........      35,000      2,308,893
    Mannesmann AG....................      71,662     17,350,736
    Porsche AG Pfd. .................       1,900      5,166,683
                                                    ------------
                                                      24,826,312
                                                    ------------
HONG KONG -- 3.7%
    China Telecom Ltd.*..............   1,761,000     11,009,790
    Cosco Pacific Ltd. ..............   6,210,000      5,152,698
    Dao Heng Bank Group Ltd. ........     912,000      4,704,599
    Hutchison Whampoa Ltd. ..........     536,000      7,791,600
                                                    ------------
                                                      28,658,687
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
IRELAND -- 0.0%
    Bank of Ireland PLC..............           1   $          7
                                                    ------------
ITALY -- 2.4%
    Banca Popolare di Brescia........     167,300     14,802,402
    Telecom Italia Mobile SPA........     350,000      3,909,256
                                                    ------------
                                                      18,711,658
                                                    ------------
JAPAN -- 26.4%
    Advantest Corp...................      45,000     11,891,945
    Alps Electric Co. Ltd. ..........     225,000      3,433,249
    DDI Corp.........................         735     10,071,450
    Hirose Electric Co. Ltd. ........      38,500      8,633,014
    Hoya Corp........................      51,000      4,018,303
    Ibiden Co. Ltd...................     154,000      2,080,063
    Kyocera Corp.....................      60,700     15,743,858
    Matsushita Communication
      Industrial Co. Ltd.............      68,000     17,970,049
    Mitsumi Electric Co. Ltd. .......         700         21,924
    Murata Manufacturing Co. Ltd. ...      71,000     16,678,086
    NEC Corp.........................     390,000      9,294,803
    Nippon Telegraph & Telephone
      Corp...........................         695     11,904,179
    NTT Data Corp....................         401      9,223,353
    NTT Mobile Communication Network,
      Inc............................         431     16,578,546
    Orix Corp.*......................       8,400      1,892,610
    Ricoh Co. Ltd. ..................     325,000      6,126,554
    Rohm Co. Ltd. ...................      14,000      5,864,735
    Sanix, Inc.*.....................      35,300      3,869,629
    Sharp Corp.......................     203,000      5,195,703
    Sony Corp........................      62,600     18,564,940
    Takeda Chemical Industries
      Ltd. ..........................     120,000      5,931,291
    Tokyo Electron Ltd. .............      42,000      5,755,114
    Trend Micro, Inc.*...............      35,300      8,913,967
    Ushio, Inc.*.....................     236,000      4,550,455
                                                    ------------
                                                     204,207,820
                                                    ------------
KOREA -- 2.1%
  Korea Electric Power Corp. [ADR]...     121,300      2,031,775
  Korea Telecom Corp. [ADR]..........      86,200      6,443,450
  LG Chemical Ltd....................     113,000      3,572,611
  Pohang Iron & Steel Co. Ltd. [ADR].     120,500      4,217,500
                                                    ------------
                                                      16,265,336
                                                    ------------
MEXICO -- 3.5%
    Cifra SA de CV Cl-C*.............   1,997,000      3,857,002
    Coca-Cola Femsa SA [ADR].........     148,503      2,608,084
    Fomento Economico Mexicano SA de
      CV [ADR].......................     142,400      6,336,800
    Grupo Modelo SA de CV Cl-C.......     830,000      2,198,734
    Grupo Televisa SA [GDR]*.........     100,100      6,831,825
    Kimberly-Clark de Mexico SA
      Cl-A...........................     363,000      1,394,533
    Telefonos de Mexico SA Cl-L
      [ADR]..........................      29,913      3,365,213
                                                    ------------
                                                      26,592,191
                                                    ------------
</TABLE>

AST AIM INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
NETHERLANDS -- 2.9%
    AEGON NV.........................      35,600   $  3,438,453
    Koninklijke (Royal) Philips
      Electronics NV.................      59,884      8,142,149
    United Pan-Europe Communications
      NV*............................      32,400      4,144,224
    VNU NV...........................     122,700      6,448,269
                                                    ------------
                                                      22,173,095
                                                    ------------
SINGAPORE -- 1.6%
    Datadraft Asia Ltd...............     258,500      2,145,550
    Development Bank of Singapore*...     267,675      4,387,588
    Keppel Corp. Ltd. ...............     748,000      1,958,139
    Singapore Press Holdings Ltd. ...     175,000      3,793,155
                                                    ------------
                                                      12,284,432
                                                    ------------
SPAIN -- 2.2%
    Banco Popular Espanol SA.........      37,300      2,432,445
    Telefonica SA....................     514,487     12,850,517
    Telesp Participacoes SA [ADR]*...      78,000      1,906,125
                                                    ------------
                                                      17,189,087
                                                    ------------
SWEDEN -- 2.5%
    Hennes & Mauritz AB Cl-B.........     296,800      9,942,172
    Netcom AB Cl-B*..................     128,500      9,031,852
                                                    ------------
                                                      18,974,024
                                                    ------------
SWITZERLAND -- 3.4%
    ABB AG*..........................      27,870      3,408,706
    Adecco SA*.......................       4,525      3,523,833
    Ares-Serono Group Cl-B...........       2,770      5,914,715
    Compagnie Financiere Richemont AG
      Cl-A Units.....................       2,900      6,920,806
    Zurich Allied AG.................      11,600      6,614,834
                                                    ------------
                                                      26,382,894
                                                    ------------
TAIWAN -- 1.1%
    Far Eastern Textile Ltd.
      [GDR]*.........................     165,000      3,984,750
    Taiwan Semiconductor
      Manufacturing Co. Ltd.
      [ADR]*.........................      91,266      4,106,970
                                                    ------------
                                                       8,091,720
                                                    ------------
THAILAND -- 0.3%
    Siam Commercial Bank*............   1,860,000      2,271,605
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
UNITED KINGDOM -- 14.2%
    Barclays PLC.....................     271,000   $  7,800,644
    British Petroleum Co. PLC........     595,500      5,987,897
    British Telecommunications PLC...     324,332      7,926,509
    CMG PLC*.........................      63,200      4,703,878
    Colt Telecom Group PLC*..........     145,000      7,422,385
    Compass Group PLC................     375,900      5,161,126
    CRH PLC..........................     244,544      5,270,663
    Hays PLC.........................     662,800     10,556,322
    Logica PLC.......................     194,200      5,009,650
    Marconi PLC......................     727,300     12,870,019
    Orange PLC*......................     519,802     17,548,397
    Shell Transport & Trading Co.
      PLC............................     618,600      5,141,011
    Vodafone AirTouch PLC............   1,437,800      7,124,203
    WPP Group PLC....................     471,938      7,478,374
                                                    ------------
                                                     110,001,078
                                                    ------------
TOTAL FOREIGN STOCK
  (Cost $448,142,319)................                734,763,878
                                                    ------------
<CAPTION>
                                       PRINCIPAL
                                        IN LOCAL
                                        CURRENCY
                                         (000)
                                       ---------
<S>                                    <C>          <C>
FOREIGN BONDS -- 0.1%
UNITED KINGDOM
    Cosco Treasury Co. Ltd.
      1.00%, 03/13/03
    (Cost $428,956)..................         482        482,400
                                                    ------------
<CAPTION>
                                          PAR
                                         (000)
                                         -----
<S>                                    <C>          <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 3.9%
    Federal Home Loan Bank
      1.50%, 01/03/00
    (Cost $30,294,475)...............  $   30,297     30,294,475
                                                    ------------
TOTAL INVESTMENTS -- 99.4%
  (Cost $478,865,750)................                765,540,753
OTHER ASSETS LESS
  LIABILITIES -- 0.6%................                  4,971,035
                                                    ------------
NET ASSETS -- 100.0%.................               $770,511,788
                                                    ============
</TABLE>

AST AIM INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
INDUSTRY
--------
<S>                                                     <C>
Advertising...........................................   1.0%
Aerospace.............................................   2.1%
Automobile Manufacturers..............................   2.4%
Beverages.............................................   2.7%
Broadcasting..........................................   2.5%
Building Materials....................................   0.8%
Business Services.....................................   1.6%
Cable Television......................................   0.9%
Capital Goods.........................................   0.5%
Chemicals.............................................   0.5%
Computer Services & Software..........................   2.1%
Conglomerates.........................................   0.3%
Construction..........................................   0.3%
Consumer Products & Services..........................   6.1%
Containers & Packaging................................   0.7%
Electronic Components & Equipment.....................  13.9%
Entertainment & Leisure...............................   0.9%
Financial-Bank & Trust................................   5.5%
Financial Services....................................   2.3%
Food..................................................   1.5%
Hotels & Motels.......................................   0.6%
Industrial Products...................................   3.4%
Insurance.............................................   4.1%
Machinery & Equipment.................................   1.2%
Office Equipment......................................   0.8%
Oil & Gas.............................................   3.1%
Paper & Forest Products...............................   0.5%
Pharmaceuticals.......................................   1.5%
Printing & Publishing.................................   2.4%
Retail & Merchandising................................   2.0%
Semiconductors........................................   1.3%
Telecommunications....................................  24.0%
Transportation........................................   0.5%
Utilities.............................................   1.4%
                                                        ----
Total.................................................  95.4%
                                                        ====
</TABLE>

--------------------------------------------------------------------------------
Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST LORD ABBETT GROWTH AND INCOME PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
COMMON STOCK -- 95.0%
AEROSPACE -- 2.2%
    Honeywell International,
      Inc. ........................     570,000   $   32,881,875
                                                  --------------
AUTOMOBILE MANUFACTURERS -- 1.0%
    Ford Motor Co..................     270,000       14,428,125
                                                  --------------
BEVERAGES -- 1.0%
    Seagram Co. Ltd. ..............     330,000       14,850,000
                                                  --------------
BROADCASTING -- 1.7%
    CBS Corp.* ....................     400,000       25,575,000
                                                  --------------
BUSINESS SERVICES -- 1.1%
    First Data Corp. ..............     340,000       16,766,250
                                                  --------------
CHEMICALS -- 3.4%
    Dow Chemical Co................     220,000       29,397,500
    Rohm & Haas Co.................     540,000       21,971,250
                                                  --------------
                                                      51,368,750
                                                  --------------
COMPUTER HARDWARE -- 3.9%
    Apple Computer, Inc.* .........     120,000       12,337,500
    Compaq Computer Corp...........     640,000       17,320,000
    International Business Machines
      Corp.........................     265,000       28,620,000
                                                  --------------
                                                      58,277,500
                                                  --------------
COMPUTER SERVICES & SOFTWARE -- 8.1%
    Cadence Design Systems,
      Inc.* .......................   1,000,000       24,000,000
    Ceridian Corp.*................     450,000        9,703,125
    Oracle Corp.*..................     330,000       36,980,625
    Sun Microsystems, Inc.*........     320,000       24,780,000
    Unisys Corp.*..................     800,000       25,550,000
                                                  --------------
                                                     121,013,750
                                                  --------------
CONGLOMERATES -- 1.2%
    Minnesota Mining &
      Manufacturing Co. ...........     190,000       18,596,250
                                                  --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 3.0%
    Emerson Electric Co. ..........     350,000       20,081,250
    Texas Instruments, Inc. .......     260,000       25,187,500
                                                  --------------
                                                      45,268,750
                                                  --------------
FINANCIAL-BANK & TRUST -- 4.2%
    Bank One Corp. ................     420,000       13,466,250
    Chase Manhattan Corp. .........     320,000       24,860,000
    Wells Fargo & Co. .............     600,000       24,262,500
                                                  --------------
                                                      62,588,750
                                                  --------------
FINANCIAL SERVICES -- 4.2%
    Fannie Mae.....................     275,000       17,170,313
    Fleet Financial Group, Inc. ...     570,000       19,843,125
    Morgan Stanley, Dean Witter &
      Co. .........................     180,000       25,695,000
                                                  --------------
                                                      62,708,438
                                                  --------------
FOOD -- 2.8%
    Archer Daniels Midland Co......   1,700,000       20,718,750
    Ralston Purina Group...........     780,000       21,742,500
                                                  --------------
                                                      42,461,250
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
HEALTHCARE SERVICES -- 1.3%
    Columbia HCA Healthcare
      Corp. .......................     670,000   $   19,639,375
                                                  --------------
INSURANCE -- 9.3%
    Ace Ltd. ......................   1,500,000       25,031,250
    Aetna, Inc. ...................     250,000       13,953,125
    American General Corp. ........     460,000       34,902,500
    AON Corp. .....................     750,000       30,000,000
    CIGNA Corp. ...................     220,000       17,723,750
    Jefferson-Pilot Corp...........     270,000       18,427,500
                                                  --------------
                                                     140,038,125
                                                  --------------
MACHINERY & EQUIPMENT -- 3.0%
    Black & Decker Corp. ..........     360,000       18,810,000
    Deere & Co. ...................     600,000       26,025,000
                                                  --------------
                                                      44,835,000
                                                  --------------
METALS & MINING -- 4.7%
    Alcoa, Inc. ...................     440,000       36,520,000
    Phelps Dodge Corp. ............     400,000       26,850,000
    USX-U.S. Steel Group, Inc. ....     230,000        7,590,000
                                                  --------------
                                                      70,960,000
                                                  --------------
OIL & GAS -- 11.6%
    Atlantic Richfield Co. ........     180,000       15,570,000
    BP Amoco PLC [ADR].............     400,000       23,725,000
    Coastal Corp. .................     650,000       23,034,375
    Exxon Mobil Corp. .............     460,001       37,058,830
    Schlumberger Ltd. .............     430,000       24,187,500
    Texaco, Inc. ..................     340,000       18,466,250
    Total SA [ADR].................     410,000       28,392,500
    Transocean Sedco Forex,
      Inc.*........................      83,248        2,804,417
                                                  --------------
                                                     173,238,872
                                                  --------------
PAPER & FOREST PRODUCTS -- 2.7%
    International Paper Co. .......     710,000       40,070,625
                                                  --------------
PHARMACEUTICALS -- 3.3%
    American Home Products
      Corp. .......................     680,000       26,817,500
    Pharmacia & Upjohn, Inc. ......     500,000       22,500,000
                                                  --------------
                                                      49,317,500
                                                  --------------
PRINTING & PUBLISHING -- 3.2%
    Dow Jones & Co., Inc. .........     400,000       27,200,000
    Gannett Co., Inc. .............     250,000       20,390,625
                                                  --------------
                                                      47,590,625
                                                  --------------
RETAIL & MERCHANDISING -- 2.4%
    Consolidated Stores Corp.*.....     960,000       15,600,000
    Federated Department Stores,
      Inc.*........................     400,000       20,225,000
                                                  --------------
                                                      35,825,000
                                                  --------------
TELECOMMUNICATIONS -- 10.3%
    Alltel Corp. ..................     330,000       27,286,875
    AT&T Corp. ....................     640,000       32,480,000
    Bell Atlantic Corp. ...........     400,000       24,625,000
    Loral Space and Communications
      Ltd.*........................     850,000       20,665,625
    MCI WorldCom, Inc.*............     420,000       22,286,250
</TABLE>

AST LORD ABBETT GROWTH AND INCOME PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
    MediaOne Group, Inc.*..........      70,000   $    5,376,875
    SBC Communications, Inc. ......     450,000       21,937,500
                                                  --------------
                                                     154,658,125
                                                  --------------
UTILITIES -- 5.4%
    Carolina Power & Light Co. ....     350,000       10,653,125
    Dominion Resources, Inc. ......     550,000       21,587,500
    Duke Energy Corp. .............     550,000       27,568,750
    FirstEnergy Corp. .............     900,000       20,418,750
                                                  --------------
                                                      80,228,125
                                                  --------------
TOTAL COMMON STOCK (Cost
  $1,220,362,729)..................                1,423,186,060
                                                  --------------
PREFERRED STOCK -- 1.4%
UTILITIES
    Houston Industries, Inc. 7.00%
      [CVT]
    (Cost $14,441,695).............     170,000       20,485,000
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                  <C>          <C>
SHORT-TERM INVESTMENTS -- 3.6%
    Temporary Investment Cash
      Fund.........................  27,255,240   $   27,255,240
    Temporary Investment Fund......  27,255,240       27,255,240
                                                  --------------
    (Cost $54,510,480).............                   54,510,480
                                                  --------------
TOTAL INVESTMENTS -- 100.0%
  (Cost $1,289,314,904)............                1,498,181,540
OTHER ASSETS LESS
LIABILITIES -- 0.0%................                      124,467
                                                  --------------
NET ASSETS -- 100.0%...............               $1,498,306,007
                                                  ==============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST JANCAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
COMMON STOCK -- 93.4%
ADVERTISING -- 0.3%
    DoubleClick, Inc.*..............     72,170   $   18,263,521
                                                  --------------
BEVERAGES -- 1.2%
    Coca-Cola Co. ..................  1,231,300       71,723,225
                                                  --------------
CABLE TELEVISION -- 1.3%
    Charter Communications, Inc.
      Cl-A*.........................  3,478,765       76,097,984
                                                  --------------
COMPUTER HARDWARE -- 9.4%
    Apple Computer, Inc.*...........  2,253,235      231,660,724
    Dell Computer Corp.*............  4,357,890      222,252,390
    EMC Corp.*......................    920,265      100,538,951
                                                  --------------
                                                     554,452,065
                                                  --------------
COMPUTER SERVICES & SOFTWARE -- 31.6%
    America Online, Inc.*...........  6,213,010      468,693,941
    Cisco Systems, Inc.*............  3,604,540      386,136,348
    Intuit, Inc.*...................  1,266,018       75,881,954
    Microsoft Corp.*................  3,155,800      368,439,650
    VERITAS Software Corp.*.........  2,888,272      413,384,001
    Yahoo!, Inc.*...................    360,160      155,836,730
                                                  --------------
                                                   1,868,372,624
                                                  --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 9.6%
    General Electric Co. ...........  1,408,475      217,961,506
    Metromedia Fiber Network, Inc.
      Cl-A*.........................    895,805       42,942,652
    Texas Instruments, Inc. ........  3,201,190      310,115,282
                                                  --------------
                                                     571,019,440
                                                  --------------
ENTERTAINMENT & LEISURE -- 4.3%
    Time Warner, Inc. ..............  3,535,195      256,080,688
                                                  --------------
FINANCIAL SERVICES -- 4.0%
    Fannie Mae......................    971,065       60,630,871
    Schwab, (Charles) Corp. ........  4,607,011      176,794,047
                                                  --------------
                                                     237,424,918
                                                  --------------
INSURANCE -- 3.7%
    American International Group,
      Inc. .........................  1,651,705      178,590,603
    Progressive Corp. ..............    586,990       42,923,644
                                                  --------------
                                                     221,514,247
                                                  --------------
PHARMACEUTICALS -- 1.6%
    Pfizer, Inc. ...................  2,902,950       94,164,441
                                                  --------------
RESTAURANTS -- 1.5%
    McDonald's Corp. ...............  2,194,425       88,462,758
                                                  --------------
RETAIL & MERCHANDISING -- 6.2%
    Amazon.com, Inc.*...............    900,230       68,530,009
    Costco Companies, Inc.*.........    545,585       49,784,631
    Home Depot, Inc. ...............  2,254,755      154,591,639
    Wal-Mart Stores, Inc. ..........  1,356,005       93,733,846
                                                  --------------
                                                     366,640,125
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
TELECOMMUNICATIONS -- 18.7%
    EchoStar Communications Corp.
      Cl-A*.........................    450,820   $   43,954,950
    Level 3 Communications, Inc.*...    958,225       78,454,672
    Nokia Corp. Cl-A [ADR]..........  2,520,360      478,868,399
    SBC Communications, Inc. .......  2,046,430       99,763,463
    Sprint Corp. (PCS Group)*.......  2,371,035      243,031,087
    Vodafone AirTouch PLC [ADR].....  2,556,740      126,558,630
    WinStar Communications, Inc.*...    416,900       31,215,388
                                                  --------------
                                                   1,101,846,589
                                                  --------------
TOTAL COMMON STOCK
  (Cost $2,611,609,231).............               5,526,062,625
                                                  --------------
FOREIGN STOCK -- 0.6%
TELECOMMUNICATIONS
    Vodafone AirTouch PLC -- (GBP)
      (Cost $33,129,443)............  7,228,015       35,814,331
                                                  --------------
<CAPTION>
                                         PAR
                                        (000)
                                        -----
<S>                                   <C>         <C>
CORPORATE OBLIGATIONS -- 2.1%
ENTERTAINMENT & LEISURE -- 0.7%
    Venetian Casino Resort LLC
      12.25%, 11/15/04..............  $  49,725       43,509,375
                                                  --------------
RETAIL & MERCHANDISING -- 1.0%
    Amazon.com, Inc. 144A
      4.75%, 02/01/09...............     51,851       58,915,699
                                                  --------------
TELECOMMUNICATIONS -- 0.4%
    Lenfest Communications, Inc.
      7.625%, 02/15/08..............     11,295       11,309,119
      8.25%, 02/15/08 144A..........     12,480       12,620,400
                                                  --------------
                                                      23,929,519
                                                  --------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $125,997,248)...............                 126,354,593
                                                  --------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 3.8%
    Federal Home Loan Bank
      5.51%, 02/02/00...............     50,000       49,751,030
      5.77%, 03/23/00...............     20,000       19,733,939
                                                  --------------
                                                      69,484,969
                                                  --------------
    Federal Mortgage Corp.
      5.10%, 05/25/00...............     50,000       48,863,940
      5.55%, 01/10/00...............     25,000       24,964,734
                                                  --------------
                                                      73,828,674
                                                  --------------
    Federal National Mortgage Assoc.
      5.48%, 01/21/00-01/28/00......     85,000       84,699,152
                                                  --------------
    (Cost $228,134,413).............                 228,012,795
                                                  --------------
COMMERCIAL PAPER -- 0.1%
    Associates First Capital Corp.
      4.00%, 01/03/00
    (Cost $5,898,689)...............      5,900        5,898,689
                                                  --------------
</TABLE>

AST JANCAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment Cash
      Fund..........................     13,027   $       13,027
    Temporary Investment Fund.......     13,026           13,026
                                                  --------------
    (Cost $26,053)..................                      26,053
                                                  --------------
TOTAL INVESTMENTS -- 100.0%
  (Cost $3,004,795,077).............               5,922,169,086
OTHER ASSETS LESS
  LIABILITIES -- 0.0%...............                   1,608,716
                                                  --------------
NET ASSETS -- 100.0%................              $5,923,777,802
                                                  ==============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 1.2% of net assets.

See Notes to Financial Statements.


AST MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         PAR
                                        (000)        VALUE
                                        -----        -----
<S>                                    <C>       <C>
CORPORATE OBLIGATIONS -- 14.1%
FINANCIAL-BANK & TRUST -- 10.2%
    Diageo Capital [PLC]
      5.475%, 02/24/00...............  $ 65,000  $   64,973,177
    First Union National Bank [FRN]
      5.54%, 03/15/00++..............    31,000      30,993,083
    Fleet Financial Group
      6.236%, 01/13/00...............    36,500      36,481,374
    Key Bank NA
      5.491%, 01/28/00...............    16,000      16,005,247
    NationsBank Texas Corp.
      6.75%, 08/15/00................    18,500      18,581,708
    SouthTrust Bank NA [FRN]
      5.544%, 01/24/00++.............    39,000      38,968,591
    Wells Fargo & Co. Cl-J
      5.31%, 03/31/00................    40,000      39,994,847
                                                 --------------
                                                    245,998,027
                                                 --------------
FINANCIAL SERVICES -- 3.9%
    American Express Centurion [FRN]
      5.45%, 01/01/00++..............    25,000      25,000,000
    CIT Group, Inc.
      5.75%, 01/05/00................    24,500      24,485,255
    Morgan Stanley, Dean Witter & Co.
      6.46%, 01/19/00................    10,000      10,000,000
    Xerox Credit Corp. Cl-F
      5.32%, 03/31/00................    35,000      34,995,571
                                                 --------------
                                                     94,480,826
                                                 --------------
TOTAL CORPORATE OBLIGATIONS (Cost
  $340,478,853)......................               340,478,853
                                                 --------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 20.9%
    Federal Home Loan Bank
      1.28%, 01/03/00................   337,977     337,946,530
      5.34%, 10/04/00................   100,000      99,947,953
      5.39%, 02/02/00................    42,798      42,592,950
                                                 --------------
                                                    480,487,433
                                                 --------------
    Federal Home Loan Mortgage Corp.
      1.75%, 01/03/00................    23,070      23,067,757
                                                 --------------
    (Cost $503,555,190)..............               503,555,190
                                                 --------------
U.S. TREASURY OBLIGATIONS -- 3.5%
    U.S. Treasury Bills
      3.05%, 01/06/00
    (Cost $85,463,781)...............    85,500      85,463,781
                                                 --------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 1.0%
    LINCS [VR]
      5.319%, 01/17/00
    (Cost $25,000,000)...............    25,000      25,000,000
                                                 --------------
CERTIFICATES OF DEPOSIT -- 23.9%
    Abbey National Treasury Services
      PLC
      5.22%, 05/11/00................    13,000      12,997,755
</TABLE>

<TABLE>
<CAPTION>
                                         PAR
                                        (000)        VALUE
                                        -----        -----
<S>                                    <C>       <C>
    AT&T Corp. [FRN]
      5.27%, 01/13/00................  $ 40,000  $   39,991,426
    Bankers Trust Co. [FRN]
      6.156%, 01/10/00...............    15,000      14,997,981
    Bayerische Hypo Vereinsbank
      5.15%, 04/25/00................    10,000       9,998,181
    Bayerische Landesbank NY
      5.115%, 03/21/00...............    14,000      13,995,600
      5.875%, 08/04/00...............    20,000      19,996,604
      6.11%, 10/02/00................    50,000      49,934,164
      3.825%, 12/15/00 [FRN].........     7,000       6,994,326
    Canadian Imperial Bank
      5.01%, 02/07/00................    25,000      24,999,267
    Comerica Bank [FRN]
      6.401%, 01/20/00...............    26,000      26,000,000
      5.65%, 03/22/00++..............    40,000      39,996,661
    Commerzbank AG NY [FRN]
      5.325%, 01/10/00++.............    20,000      19,997,283
      5.15%, 02/23/00................    30,000      29,998,276
    Deutsche Bank
      5.00%, 01/06/00................    25,000      24,999,901
      6.19%, 12/01/00................    40,000      39,975,503
    Fifth Third Bancorp
      5.98%, 01/28/00................    22,500      22,500,681
    Harris Trust Bank
      6.38%, 01/18/00................    50,000      49,999,999
    PNC Bank Corp. [FRN]
      5.359%, 01/01/00++.............    50,000      49,987,081
    Toronto Dominion Bank
      5.00%, 02/04/00................     8,000       7,999,784
    Union Bank of Switzerland
      6.235%, 12/04/00...............    40,000      39,973,536
      6.39%, 12/21/00................    30,000      29,986,117
                                                 --------------
    (Cost $575,320,126)..............               575,320,126
                                                 --------------
COMMERCIAL PAPER -- 27.2%
AUTOMOBILE MANUFACTURERS -- 0.8%
    General Motors Corp.
      6.09%, 01/18/00................    20,000      19,942,483
                                                 --------------
CONSUMER PRODUCTS & SERVICES -- 1.0%
    Cregman North America, Inc.
      5.88%, 01/21/00................    25,000      24,918,333
                                                 --------------
FINANCIAL-BANK & TRUST -- 6.7%
    Bank of America Corp.
      5.77%, 01/26/00................    23,500      23,405,837
      5.99%, 03/13/00................    35,000      34,580,700
    Bank of New York Co., Inc.
      5.75%, 02/22/00................    37,000      36,692,695
    Banque et Caisse d'Epargne
      5.92%, 01/21/00................    66,077      65,859,679
                                                 --------------
                                                    160,538,911
                                                 --------------
FINANCIAL SERVICES -- 14.5%
    Associates Corp. of North America
      4.00%, 01/03/00................   100,000      99,977,779
    BellSouth Capital Funding Corp.
      5.68%, 02/10/00................    35,000      34,779,111
</TABLE>

AST MONEY MARKET PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         PAR
                                        (000)        VALUE
                                        -----        -----
<S>                                    <C>       <C>
    General Electric Capital Corp.
      5.73%, 02/02/00................  $  5,000  $    4,974,311
      5.72%, 02/23/00................    15,000      14,873,683
    General Motors Acceptance Corp.
      5.72%, 03/17/00................    37,000      36,553,204
    Morgan Stanley, Dean Witter & Co.
      6.10%, 02/08/00................    50,000      49,678,056
    Salomon Smith Barney Holdings,
      Inc.
      6.25%, 01/19/00................    50,000      49,843,750
      6.49%, 01/27/00................    15,000      14,929,692
      6.01%, 03/01/00................    18,000      17,819,700
    UBS Finance, Inc.
      4.25%, 01/03/00................    25,000      24,994,097
                                                 --------------
                                                    348,423,383
                                                 --------------
TELECOMMUNICATIONS -- 2.1%
    British Telecommunications PLC
      5.85%, 02/16/00................    25,000      24,813,125
    France Telecom [FRN]
      6.10%, 02/28/00+...............    25,000      24,754,306
                                                 --------------
                                                     49,567,431
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
                                         PAR
                                        (000)        VALUE
                                        -----        -----
<S>                                    <C>       <C>
UTILITIES -- 2.1%
    Southern Co.
      5.75%, 02/09/00+...............  $ 50,000  $   49,688,542
                                                 --------------
TOTAL COMMERCIAL PAPER
  (Cost $653,079,083)................               653,079,083
                                                 --------------
REPURCHASE AGREEMENTS -- 9.3%
    Morgan Stanley and Co., Inc.
    2.47% dated 12/31/99, maturing
    01/03/00, repurchase price
    $225,046,313 (Collateralized by
    U.S. Treasury Bonds, par value
    $200,050,000, market value
    $229,496,557 due
    08/15/01-05/15/09)
    (Cost $225,000,000)..............   225,000     225,000,000
                                                 --------------
TOTAL INVESTMENTS -- 99.9%
  (Cost $2,407,897,033)..............             2,407,897,033
OTHER ASSETS LESS
  LIABILITIES -- 0.1%................                 1,260,364
                                                 --------------
NET ASSETS -- 100.0%.................            $2,409,157,397
                                                 ==============
</TABLE>

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

+  Security is restricted as to resale and may not be resold except to qualified
   institutional buyers. At the end of the year, these securities amounted to
   3.1% of net assets.

++ Maturity date reflects the next interest rate change date.

See Notes to Financial Statements.


AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES         VALUE
                                        ------         -----
<S>                                   <C>           <C>
COMMON STOCK -- 95.8%
AEROSPACE -- 4.0%
    General Dynamics Corp. .........      261,300   $ 13,783,575
    General Motors Corp. Cl-H*......      131,500     12,624,000
                                                    ------------
                                                      26,407,575
                                                    ------------
AIRLINES -- 1.3%
    Continental Airlines, Inc.
      Cl-B*.........................      196,200      8,706,375
                                                    ------------
AUTOMOTIVE PARTS -- 2.7%
    Eaton Corp. ....................       68,600      4,982,075
    Lear Corp.* ....................      410,000     13,120,000
                                                    ------------
                                                      18,102,075
                                                    ------------
BEVERAGES -- 0.4%
    American National Can Group,
      Inc. .........................      213,100      2,770,300
                                                    ------------
BROADCASTING -- 3.9%
    AT&T Corp. Liberty Media Group
      Cl-A*.........................      202,000     11,463,500
    News Corp. Ltd. [ADR]...........      251,600      8,412,875
    Scripps, (E.W.) Co. Cl-A........      131,000      5,870,438
                                                    ------------
                                                      25,746,813
                                                    ------------
BUSINESS SERVICES -- 5.7%
    Comdisco, Inc...................      547,900     20,409,275
    MedicaLogic, Inc.*..............       10,000        210,000
    Parametric Technology Corp.*....      628,000     16,995,250
                                                    ------------
                                                      37,614,525
                                                    ------------
CAPITAL GOODS -- 1.8%
    SPX Corp.*......................      152,000     12,283,500
                                                    ------------
CHEMICALS -- 5.1%
    Engelhard Corp. ................      351,000      6,625,125
    Grace, (W.R.) & Co.*............      805,000     11,169,375
    Lyondell Chemical Co. ..........      185,800      2,368,950
    Praxair, Inc. ..................      270,900     13,629,656
                                                    ------------
                                                      33,793,106
                                                    ------------
COMPUTER SERVICES & SOFTWARE -- 6.4%
    Cabletron Systems, Inc.*........      287,100      7,464,600
    Cadence Design Systems, Inc.*...      720,000     17,280,000
    Ceridian Corp.*.................      640,000     13,800,000
    PSINet, Inc.*...................       65,000      4,013,750
                                                    ------------
                                                      42,558,350
                                                    ------------
CONSUMER PRODUCTS & SERVICES -- 1.9%
    Maytag Corp.....................      268,000     12,864,000
                                                    ------------
CONTAINERS & PACKAGING -- 1.9%
    Sealed Air Corp.*...............       63,700      3,300,456
    Smurfit-Stone Container
      Corp.*........................      385,000      9,432,500
                                                    ------------
                                                      12,732,956
                                                    ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 2.0%
    Metromedia Fiber Network, Inc.
      Cl-A*.........................       88,700      4,252,056
    UCAR International, Inc.*.......      525,000      9,351,563
                                                    ------------
                                                      13,603,619
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES         VALUE
                                        ------         -----
<S>                                   <C>           <C>
FINANCIAL-BANK & TRUST -- 2.3%
    Countrywide Credit Industries,
      Inc. .........................      360,000   $  9,090,000
    Valley National Bancorp.........      226,500      6,342,000
                                                    ------------
                                                      15,432,000
                                                    ------------
FINANCIAL SERVICES -- 6.4%
    AMBAC Financial Group, Inc. ....      145,000      7,567,188
    Dun & Bradstreet Corp. .........      295,200      8,708,400
    FINOVA Group, Inc. .............      332,900     11,817,950
    Fleet Financial Group, Inc. ....      222,800      7,756,225
    SLM Holding Corp. ..............      162,000      6,844,500
                                                    ------------
                                                      42,694,263
                                                    ------------
HEALTHCARE SERVICES -- 1.8%
    Wellpoint Health Networks,
      Inc.*.........................      180,000     11,868,750
                                                    ------------
HOTELS & MOTELS -- 0.9%
    Starwood Hotels & Resorts
      Worldwide, Inc. [REIT]........      265,800      6,246,300
                                                    ------------
INSURANCE -- 3.8%
    Ace Ltd. .......................      540,000      9,011,250
    AON Corp. ......................      220,000      8,800,000
    Xl Capital Ltd. ................      140,000      7,262,500
                                                    ------------
                                                      25,073,750
                                                    ------------
MACHINERY & EQUIPMENT -- 1.1%
    Grainger, (W.W.), Inc. .........      154,000      7,363,125
                                                    ------------
MEDICAL SUPPLIES & EQUIPMENT -- 3.3%
    Becton Dickinson & Co...........      340,000      9,095,000
    Genzyme Corp.*..................      281,700     12,676,500
                                                    ------------
                                                      21,771,500
                                                    ------------
METALS & MINING -- 3.1%
    AK Steel Holding Corp. .........      526,300      9,933,912
    Phelps Dodge Corp. .............       28,100      1,886,213
    Reynolds Metals Co. ............      115,000      8,811,875
                                                    ------------
                                                      20,632,000
                                                    ------------
OIL & GAS -- 12.3%
    Anadarko Petroleum Corp.........      189,700      6,473,513
    Apache Corp.....................      230,000      8,495,625
    Coastal Corp....................      305,400     10,822,612
    Dynegy, Inc.....................      350,000      8,509,375
    Kinder Morgan, Inc..............      240,000      4,845,000
    Noble Drilling Corp.*...........      225,000      7,368,750
    Tosco Corp......................      235,000      6,389,063
    Transocean Sedco Forex, Inc.*...      297,000     10,005,187
    USX-Marathon Group, Inc.........      416,400     10,279,874
    Williams Companies, Inc.........      260,000      7,946,250
                                                    ------------
                                                      81,135,249
                                                    ------------
PAPER & FOREST PRODUCTS -- 3.1%
    Bowater, Inc. ..................      210,000     11,405,625
    Fort James Corp. ...............      330,000      9,033,750
                                                    ------------
                                                      20,439,375
                                                    ------------
PHARMACEUTICALS -- 0.5%
    Waters Corp.*...................       67,000      3,551,000
                                                    ------------
</TABLE>

AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES         VALUE
                                        ------         -----
<S>                                   <C>           <C>
PRINTING & PUBLISHING -- 1.9%
    Belo, (A.H.) Corp. Cl-A.........      653,200   $ 12,451,625
                                                    ------------
RAILROADS -- 1.5%
    Kansas City Southern Industries,
      Inc. .........................      136,300     10,171,388
                                                    ------------
REAL ESTATE -- 1.5%
    Indymac Mortgage Holdings, Inc.
      [REIT]........................      785,000     10,008,750
                                                    ------------
RETAIL & MERCHANDISING -- 2.9%
    Consolidated Stores Corp.*......      648,900     10,544,625
    Harcourt General, Inc. .........      210,000      8,452,500
                                                    ------------
                                                      18,997,125
                                                    ------------
SEMICONDUCTORS -- 1.3%
    National Semiconductor Corp.*...      206,100      8,823,656
                                                    ------------
TELECOMMUNICATIONS -- 7.0%
    American Tower Corp. Cl-A*......      365,000     11,155,313
    ANTEC Corp.*....................       17,900        653,350
    EchoStar Communications Corp.
      Cl-A*.........................       87,200      8,502,000
    Global Crossing Ltd.*...........      261,700     13,085,000
    Sonera Oyj Corp. [ADR]*.........       42,600      2,950,050
    WinStar Communications, Inc.*...      127,600      9,554,050
                                                    ------------
                                                      45,899,763
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES         VALUE
                                        ------         -----
<S>                                   <C>           <C>
TRANSPORTATION -- 1.1%
    Navistar International Corp.*...      153,600   $  7,276,800
                                                    ------------
UTILITIES -- 2.9%
    Cinergy Corp. ..................      138,000      3,329,250
    Niagara Mohawk Holdings,
      Inc.*.........................      540,000      7,526,250
    Unicom Corp. ...................      252,600      8,462,100
                                                    ------------
                                                      19,317,600
                                                    ------------
TOTAL COMMON STOCK
  (Cost $626,167,133)...............                 636,337,213
                                                    ------------
SHORT-TERM INVESTMENTS -- 5.2%
    Temporary Investment Cash
      Fund..........................   17,288,854     17,288,854
    Temporary Investment Fund.......   17,288,854     17,288,854
                                                    ------------
    (Cost $34,577,708)..............                  34,577,708
                                                    ------------
TOTAL INVESTMENTS -- 101.0%
  (Cost $660,744,841)...............                 670,914,921
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (1.0)%..................                  (6,532,349)
                                                    ------------
NET ASSETS -- 100.0%................                $664,382,572
                                                    ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST AIM BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
COMMON STOCK -- 49.5%
ADVERTISING -- 1.0%
    Omnicom Group, Inc. ..............    20,900    $  2,090,000
    Young & Rubicam, Inc. ............    39,000       2,759,250
                                                    ------------
                                                       4,849,250
                                                    ------------
AEROSPACE -- 0.3%
    General Motors Corp. Cl-H*........    15,000       1,440,000
                                                    ------------
AUTOMOBILE MANUFACTURERS -- 0.3%
    Ford Motor Co. ...................    28,900       1,544,344
                                                    ------------
BROADCASTING -- 1.9%
    CBS Corp.*........................    59,000       3,772,312
    Hispanic Broadcasting Corp.*......    30,800       2,840,338
    Infinity Broadcasting Corp.*......    74,250       2,686,922
                                                    ------------
                                                       9,299,572
                                                    ------------
BUSINESS SERVICES -- 0.5%
    Foundry Networks, Inc.*...........     5,300       1,598,944
    Maximus, Inc.*....................    31,300       1,062,244
                                                    ------------
                                                       2,661,188
                                                    ------------
COMPUTER HARDWARE -- 1.8%
    Dell Computer Corp.*..............    21,000       1,071,000
    EMC Corp.*........................    48,300       5,276,775
    Immersion Corp.*..................    13,400         514,225
    International Business Machines
      Corp............................    21,128       2,281,824
                                                    ------------
                                                       9,143,824
                                                    ------------
COMPUTER SERVICES & SOFTWARE -- 7.6%
    America Online, Inc.*.............    69,000       5,205,188
    Cisco Systems, Inc.*..............    56,000       5,998,999
    Comverse Technology, Inc.*........    12,150       1,758,713
    Concord Communications, Inc.*.....    12,900         572,438
    DST Systems, Inc.*................    16,900       1,289,681
    eSPEED, Inc. Cl-A*................    20,200         718,363
    InfoSpace.com, Inc.*..............    28,900       6,184,599
    ISS Group, Inc.*..................    34,200       2,432,475
    Knology Holdings, Inc. Warrants
      144A*...........................        45             113
    Microsoft Corp.*..................    32,000       3,736,000
    National Information Consortium,
      Inc.*...........................    44,000       1,408,000
    Sun Microsystems, Inc.*...........    62,000       4,801,125
    Telemate.Net Software, Inc.*......    44,400         721,500
    USWeb Corp.*......................    80,000       3,555,000
                                                    ------------
                                                      38,382,194
                                                    ------------
CONGLOMERATES -- 0.4%
    Tyco International Ltd. ..........    45,400       1,764,925
                                                    ------------
CONSUMER PRODUCTS & SERVICES -- 1.0%
    Estee Lauder Co...................     5,000         432,813
    Hedstrom Holdings, Inc. Warrants
      144A*...........................       303              18
    Official Payments Corp.*..........    29,100       1,513,200
    Procter & Gamble Co. .............    20,000       2,191,250
    Steiner Leisure Ltd.*.............    44,000         734,250
                                                    ------------
                                                       4,871,531
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
ELECTRONIC COMPONENTS & EQUIPMENT -- 1.3%
    Analog Devices, Inc.*.............    30,400    $  2,827,200
    Conexant Systems, Inc.*...........     4,800         318,600
    General Electric Co. .............    20,200       3,125,950
                                                    ------------
                                                       6,271,750
                                                    ------------
ENTERTAINMENT & LEISURE -- 1.1%
    Carnival Corp. ...................    37,500       1,792,969
    Club Regina Resorts, Inc.
      Warrants*.......................        20              20
    Royal Caribbean Cruises Ltd. .....    43,100       2,125,368
    Time Warner, Inc. ................    23,000       1,666,063
                                                    ------------
                                                       5,584,420
                                                    ------------
EQUIPMENT SERVICES -- 0.4%
    Quanta Services, Inc.*............    63,000       1,779,750
                                                    ------------
FINANCIAL-BANK & TRUST -- 0.5%
    Chase Manhattan Corp. ............    32,890       2,555,142
                                                    ------------
FINANCIAL SERVICES -- 3.4%
    American Express Co. .............    11,985       1,992,506
    AXA Financial, Inc. ..............    50,000       1,693,750
    Citigroup, Inc. ..................    38,027       2,112,875
    Esat Holdings Ltd. Warrants
      144A*...........................        35           2,538
    Fannie Mae........................    29,000       1,810,688
    Freddie Mac.......................    38,000       1,788,375
    Goldman Sachs Group, Inc. ........     8,000         753,500
    Merrill Lynch & Co., Inc. ........    27,700       2,312,950
    Morgan Stanley, Dean Witter &
      Co. ............................    23,400       3,340,349
    SLM Holding Corp. ................    24,300       1,026,675
                                                    ------------
                                                      16,834,206
                                                    ------------
FOOD -- 0.5%
    Keebler Foods Co.*................    38,000       1,068,750
    Safeway, Inc.*....................    36,900       1,312,256
                                                    ------------
                                                       2,381,006
                                                    ------------
FURNITURE -- 0.3%
    Ethan Allen Interiors, Inc. ......    43,100       1,381,894
                                                    ------------
INDUSTRIAL PRODUCTS -- 0.0%
    Cellnet Data Systems Warrants
      144A*...........................        95               1
                                                    ------------
INSURANCE -- 1.8%
    American International Group,
      Inc. ...........................    27,500       2,973,437
    AXA [ADR].........................    20,000       1,420,000
    CIGNA Corp. ......................    17,246       1,389,381
    MGIC Investment Corp..............    25,400       1,528,763
    Nationwide Financial Services,
      Inc. ...........................    22,000         614,625
    Travelers Property Casualty Corp.
      Cl-A............................    31,100       1,065,175
                                                    ------------
                                                       8,991,381
                                                    ------------
MEDICAL SUPPLIES & EQUIPMENT -- 2.6%
    Baxter International, Inc. .......    23,500       1,476,094
    Forest Laboratories, Inc.*........    25,500       1,566,656
    Genzyme Corp.*....................    27,500       1,237,500
    Guidant Corp.*....................    44,000       2,068,000
    Johnson & Johnson Co. ............    16,000       1,490,000
    Medtronic, Inc. ..................    76,300       2,780,181
    VISX, Inc.*.......................    47,500       2,458,125
                                                    ------------
                                                      13,076,556
                                                    ------------
</TABLE>

AST AIM BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
OIL & GAS -- 1.0%
    Apache Corp. .....................    32,000    $  1,182,000
    Conoco, Inc. Cl-B.................    48,000       1,194,000
    Exxon Mobil Corp. ................    15,762       1,269,826
    TCR Holding Corp. Cl-B*...........     2,898              29
    Williams Companies, Inc. .........    38,430       1,174,517
                                                    ------------
                                                       4,820,372
                                                    ------------
PHARMACEUTICALS -- 2.5%
    American Home Products Corp. .....    30,500       1,202,844
    Biogen, Inc.*.....................    24,400       2,061,800
    Bristol-Meyers Squibb Co. ........    21,084       1,353,329
    Lilly, (Eli) & Co. ...............    22,500       1,496,250
    Merck & Co., Inc. ................    19,000       1,274,188
    Pfizer, Inc. .....................    52,300       1,696,481
    Schering-Plough Corp. ............    24,100       1,016,719
    Warner-Lambert Co. ...............    27,700       2,269,668
                                                    ------------
                                                      12,371,279
                                                    ------------
REAL ESTATE -- 0.0%
    Equity Office Property
      Warrants*.......................       530             530
                                                    ------------
RETAIL & MERCHANDISING -- 2.9%
    Amazon.com, Inc.*.................    15,100       1,149,488
    Bed, Bath & Beyond, Inc.*.........    47,500       1,650,625
    Dayton-Hudson Corp.*..............    34,500       2,533,594
    FreeMarkets, Inc.*................    14,000       4,778,374
    Home Depot, Inc. .................    42,000       2,879,625
    Linens 'n Things, Inc.*...........    48,700       1,442,738
                                                    ------------
                                                      14,434,444
                                                    ------------
SEMICONDUCTORS -- 2.8%
    Applied Materials, Inc.*..........    19,800       2,508,413
    Intel Corp. ......................    36,900       3,037,331
    JDS Uniphase Corp.*...............     9,000       1,451,813
    Microchip Technology, Inc.*.......    21,900       1,498,781
    Motorola, Inc. ...................    15,660       2,305,935
    SDL, Inc.*........................    14,000       3,052,000
                                                    ------------
                                                      13,854,273
                                                    ------------
TELECOMMUNICATIONS -- 12.6%
    ANTEC Corp.*......................    41,100       1,500,150
    AT&T Canada, Inc.*................    45,900       1,847,475
    AT&T Corp. .......................    36,000       1,827,000
    Bell Atlantic Corp. ..............    33,725       2,076,195
    Birch Telecommunications
      Warrants*.......................        10             550
    BroadWing, Inc. ..................    65,342       2,409,486
    Global Crossing Ltd.*.............    86,600       4,330,000
    Global TeleSystems Group, Inc.*...    66,500       2,302,563
    Globalstar Telecommunications
      Warrants*.......................        45           5,625
    Infonet Services Corp. Cl-B*......    58,000       1,522,500
    KMC Telecom Holdings, Inc.
      Warrants*.......................        35              88
    Korea Telecom Corp. [ADR].........    23,459       1,753,560
    Long Distance International
      Warrants*.......................        10              25
    Lucent Technologies, Inc..........    82,500       6,172,030
    McCaw International Ltd.
      Warrants*.......................        10              25
    MCI WorldCom, Inc.*...............    66,600       3,533,963
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
    McLeodUSA, Inc. Cl-A*.............    45,600    $  2,684,700
    NEXTLINK Communications, Inc.
      Cl-A*...........................    44,000       3,654,750
    Nokia Corp. Cl-A [ADR]............    34,400       6,535,999
    Onepoint Communications
      Warrants*.......................        10             100
    Orbital Imaging Corp. Warrants
      144A*...........................        20             400
    Partner Communications Co. Ltd.
      [ADR]*..........................    35,800         926,325
    Pathnet, Inc. Warrants 144A*......        30             304
    Powertel, Inc.*...................        44           4,417
    Qwest Communications
      International, Inc.*............   105,000       4,515,000
    SBC Communications, Inc...........    31,918       1,556,003
    Sycamore Networks, Inc.*..........     7,500       2,310,000
    Tellabs, Inc.*....................    30,000       1,925,625
    Time Warner Telecom, Inc. Cl-A*...    32,900       1,642,944
    UIH Australia Warrants*...........        50           1,256
    Univision Communications, Inc.*...    48,700       4,976,531
    Western Wireless Corp. Cl-A*......    30,900       2,062,575
    Williams Communications Group,
      Inc.*...........................    43,800       1,266,094
                                                    ------------
                                                      63,344,258
                                                    ------------
UTILITIES -- 1.0%
    AES Corp.*........................    33,800       2,526,550
    Enron Corp. ......................    47,000       2,085,625
    Plug Power, Inc.*.................    15,600         440,700
                                                    ------------
                                                       5,052,875
                                                    ------------
TOTAL COMMON STOCK
  (Cost $181,553,640).................               246,690,965
                                                    ------------
PREFERRED STOCK -- 1.9%
COMPUTER SERVICES & SOFTWARE -- 0.3%
    Verio, Inc. 6.75% 144A............    22,900       1,325,338
FINANCIAL SERVICES -- 0.3%
    Calpine Capital Trust 5.75%*......    22,000       1,432,750
OIL & GAS -- 0.2%
    Kerr-McGee Corp. 5.50%............    32,000       1,056,000
TELECOMMUNICATIONS -- 0.9%
    Broadwing, Inc. 6.75% [CVT]*......    10,400         616,200
    Cablevision Systems Corp. Cl-M
      11.125% [PIK]*..................        10           1,098
    NEXTLINK Communications 6.50%
      [CVT]...........................     3,300         626,587
    Winstar Communications, Inc.
      7.25%...........................     2,680       3,555,784
                                                    ------------
                                                       4,799,669
                                                    ------------
UTILITIES -- 0.2%
    AES Corp. 6.75% [CVT].............    15,000         924,375
    Public Service Co. of New
      Hampshire Cl-A 10.60%...........       705          18,022
                                                    ------------
                                                         942,397
                                                    ------------
TOTAL PREFERRED STOCK
  (Cost $8,605,368)...................                 9,556,154
                                                    ------------
</TABLE>

AST AIM BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
FOREIGN STOCK -- 2.7%
COMPUTER SERVICES & SOFTWARE -- 0.1%
    Terra Networks SA -- (ESP)*.......    10,800    $    590,090
                                                    ------------
FINANCIAL-BANK & TRUST -- 0.0%
    DBS Groupo Holdings -- (SGD)*.....       978          16,031
                                                    ------------
INSURANCE -- 0.0%
    AXA SA -- (FRF)...................     1,552         216,333
                                                    ------------
MACHINERY & EQUIPMENT -- 0.2%
    Mannesmann AG -- (DEM)............     3,778         914,726
                                                    ------------
SEMICONDUCTORS -- 0.1%
    Advantest Corp. -- (JPY)..........     1,900         502,104
                                                    ------------
TELECOMMUNICATIONS -- 2.3%
    Libertel NV -- (NLG)*.............    74,500       1,950,851
    Nokia AB Oyj -- (FIM).............     4,390         795,851
    NTT Mobile Communication Network,
      Inc. -- (JPY)...................        50         192,327
    Orange PLC -- (GBP)*..............    77,200       2,606,253
    Sonera Group Oyj -- (FIM).........    55,000       3,769,513
    Telefonica SA -- (ESP)............    83,935       2,096,473
                                                    ------------
                                                      11,411,268
                                                    ------------
TOTAL FOREIGN STOCK
  (Cost $6,411,405)...................                13,650,552
                                                    ------------
<CAPTION>
                                           PAR
                                          (000)
                                        ---------
<S>                                     <C>         <C>
CORPORATE OBLIGATIONS -- 24.3%
ADVERTISING -- 0.2%
    Lamar Advertising Co.
      5.25%, 09/15/06.................   $   850       1,243,125
                                                    ------------
AEROSPACE -- 0.2%
    Boeing Co.
    6.625%, 02/15/38..................       580         487,066
    Lockheed Martin Corp.
      7.25%, 05/15/06.................       455         434,924
                                                    ------------
                                                         921,990
                                                    ------------
AIRLINES -- 1.1%
    AMR Corp.
      10.00%, 04/15/21 ...............       650         732,750
    Calair LLC Capital Corp.
      8.125%, 04/01/08 ...............        90          79,650
    Continental Airlines Series 981C
      6.541%, 09/15/09................       857         818,199
    Delta Air Lines, Inc.
      7.90%, 12/15/09 144A............       900         882,651
      9.00%, 05/15/16.................       900         927,000
      10.375%, 12/15/22...............       750         881,393
    United Air Lines, Inc. 144A
      9.75%, 08/15/21.................     1,200       1,301,168
                                                    ------------
                                                       5,622,811
                                                    ------------
AUTOMOBILE MANUFACTURERS -- 0.2%
    DaimlerChrysler NA Holding Co.
      7.20%, 09/01/09.................       900         885,138
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
BROADCASTING -- 0.9%
    British Sky Broadcasting
      8.20%, 07/15/09.................   $ 1,750    $  1,688,750
    Clear Channel Communications, Inc.
      1.50%, 12/01/02.................     1,625       1,669,688
    Cox Communications, Inc.
      7.75%, 08/15/06.................     1,000       1,010,447
                                                    ------------
                                                       4,368,885
                                                    ------------
CABLE TELEVISION -- 0.5%
    Comcast Cable Communication, Inc.
      8.50%, 05/01/27.................     2,000       2,103,328
    CSC Holdings, Inc.
      7.875%, 12/15/07................       325         321,750
                                                    ------------
                                                       2,425,078
                                                    ------------
CHEMICALS -- 0.4%
    Airgas, Inc.
      7.14%, 03/08/04.................     1,200       1,174,500
    Equistar Chemicals L.P.
      8.50%, 02/15/04.................     1,000         997,500
                                                    ------------
                                                       2,172,000
                                                    ------------
CLOTHING & APPAREL -- 0.3%
    AnnTayor Stores Corp. 144A
      0.55%, 06/18/19.................     2,500       1,340,625
                                                    ------------
COMPUTER SERVICES & SOFTWARE -- 0.9%
    Veritas Software Corp.
      1.856%, 08/13/06................     1,600       4,314,000
                                                    ------------
CONGLOMERATES -- 0.0%
    Tyco International Group SA
      6.25%, 06/15/00.................       235         222,976
                                                    ------------
CONSTRUCTION -- 0.0%
    American Architectural Co.
      11.75%, 12/01/07................        10           2,875
                                                    ------------
CONSUMER PRODUCTS & SERVICES -- 0.2%
    Procter & Gamble Co.
      8.00%, 09/01/24.................     1,000       1,060,098
                                                    ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.8%
    CSC Holdings, Inc.
      7.875%, 02/15/18................     3,010       2,882,075
    Empire District Electric Co.
      7.70%, 11/15/04.................     1,300       1,285,736
                                                    ------------
                                                       4,167,811
                                                    ------------
ENTERTAINMENT & LEISURE -- 0.0%
    Circus Circus Enterprises
      6.45%, 02/01/06.................        10           8,784
                                                    ------------
ENVIRONMENTAL SERVICES -- 0.4%
    Browning-Ferris Industries, Inc.
      7.40%, 09/15/35.................     1,500       1,055,625
    Waste Management, Inc.
      7.125%, 12/15/17................       170         133,589
      7.10%, 08/01/26.................       925         853,052
                                                    ------------
                                                       2,042,266
                                                    ------------
</TABLE>

AST AIM BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
FINANCIAL-BANK & TRUST -- 2.4%
    Dime Capital, Inc. Cl-A
      9.33%, 05/06/27.................   $   860    $    820,623
    First Union Corp.
      7.50%, 04/15/35.................     3,000       2,981,386
    GreenPoint Capital Corp.
      9.10%, 06/01/27.................        10           9,325
    HSBC America Capital Trust 144A
      8.38%, 05/15/27.................       290         273,665
    Mercantile Bancorp
      7.30%, 06/15/07.................     3,000       2,906,283
    Midland Bank PLC
      7.65%, 05/01/25.................       340         340,697
    Provident Capital, Inc.
      8.60%, 12/01/26.................        20          17,765
    Republic New York Corp.
      9.70%, 02/01/09.................       855         953,616
      9.50%, 04/15/14.................       880         974,317
    Riggs Capital Corp.
      8.625%, 12/31/26................        15          13,412
    Sovereign Capital, Inc.
      9.00%, 04/01/27.................        15          12,912
    St. Paul Bancorp, Inc.
      7.125%, 02/15/04................     1,220       1,189,701
    US Bancorp
      7.50%, 06/01/26.................     1,500       1,501,875
                                                    ------------
                                                      11,995,577
                                                    ------------
FINANCIAL SERVICES -- 3.5%
    AFC Capital Trust I Cl-B
      8.207%, 02/03/27................       500         486,474
    Capital One Financial Corp.
      7.25%, 05/01/06.................       640         610,380
    CIT Group, Inc.
      5.50%, 10/15/01.................       480         467,467
    Colonial Capital II Co. Cl-A
      8.92%, 01/15/27.................        15          13,292
    Countrywide Capital III
      8.05%, 06/15/27.................       600         570,690
    Dow Capital BV
      9.20%, 06/01/10.................     1,600       1,756,000
    General Motors Acceptance Corp.
      9.00%, 10/15/02 ................       725         758,531
    Heller Financial, Inc. 144A
      7.375%, 11/01/09................     1,500       1,460,796
    Lehman Brothers Holdings, Inc.
      7.375%, 01/15/07................       700         681,970
      7.00%, 03/01/15.................       760         798,338
      8.50%, 08/01/15.................       850         867,080
    MBNA Capital I Cl-A
      8.278%, 12/01/26................     1,415       1,246,969
    Riggs Capital Trust II
      8.875%, 03/15/27................     1,535       1,400,201
    Salomon, Inc.
      7.30%, 05/15/02.................       465         468,096
    Source One Mortgage Services Corp.
      9.00%, 06/01/12.................       890         858,850
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
    TIG Holdings, Inc.
      8.125%, 04/15/05................   $   450    $    442,688
    Torchmark Corp.
      7.875%, 05/15/23................     4,000       3,685,399
    Washington Mutual Capital I
      8.375%, 06/01/27................       685         656,171
    Washington Mutual, Inc.
      7.50%, 08/15/06.................       365         361,556
    Webster Capital Corp. 144A
      9.36%, 01/29/27.................        10           9,609
                                                    ------------
                                                      17,600,557
                                                    ------------
HEALTHCARE SERVICES -- 0.0%
    Healthsouth Corp. [CVT]
      3.25%, 04/01/03.................        10           7,763
                                                    ------------
INDUSTRIAL PRODUCTS -- 0.0%
    FRD Acquisition Cl-B
      12.50%, 07/15/04................        10           5,038
    Safety Components International,
      Inc. Cl-B
      10.125%, 07/15/07...............        10           4,050
                                                    ------------
                                                           9,088
                                                    ------------
INSURANCE -- 0.4%
    Conseco, Inc.
      6.80%, 06/15/05.................     1,050         984,224
      9.00%, 10/15/06.................       410         425,172
    Provident Companies, Inc.
      7.405%, 03/15/38................       660         558,405
                                                    ------------
                                                       1,967,801
                                                    ------------
OIL & GAS -- 0.5%
    Candescent Technologies Corp.
      [CVT] 144A
      7.00%, 05/01/03.................     2,050       1,599,000
    Oneok, Inc.
      7.75%, 08/15/06.................       500         499,242
    Statoil 144A
      6.50%, 12/01/28.................       325         274,726
                                                    ------------
                                                       2,372,968
                                                    ------------
PRINTING & PUBLISHING -- 0.4%
    News America Holdings Co.
      9.25%, 02/01/13.................     1,700       1,865,750
                                                    ------------
RAILROADS -- 0.2%
    Norfolk Southern Corp.
      7.05%, 05/01/37.................     1,000         984,362
                                                    ------------
REAL ESTATE -- 0.4%
    Spieker Properties, Inc. [REIT]
      7.35%, 12/01/17.................     2,100       1,879,500
                                                    ------------
TELECOMMUNICATIONS -- 4.7%
    AT&T Corp.
      8.625%, 12/01/31................     2,100       2,152,366
    Cable & Wireless Communications
      PLC
      6.75%, 12/01/08.................     1,500       1,487,793
    Centel Capital Corp.
      9.00%, 10/15/19.................     3,000       3,251,250
</TABLE>

AST AIM BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
    Comverse Technology, Inc. [CVT]
      4.50%, 07/01/05.................   $   645    $  2,200,256
    Continental Cablevision
      8.30%, 05/15/06.................     1,500       1,539,375
    CSC Holdings, Inc.
      7.25%, 07/15/08.................        20          19,050
    GTE Corp.
      6.84%, 04/15/18.................       400         366,001
    Lenfest Communications, Inc. 144A
      8.25%, 02/15/08.................       350         353,500
    Liberty Media Group 144A
      7.875%, 07/15/09................       750         747,836
    MCI WorldCom, Inc.
      6.125%, 08/15/01................       530         524,457
      7.125%, 06/15/27................     1,150       1,150,000
    News America Holdings
      8.45%, 08/01/34.................     2,000       2,039,808
    NTL, Inc. 144A
      5.75%, 12/15/09.................     1,400       1,512,000
    SBC Communications, Inc.
      7.375%, 07/15/43................     3,000       2,721,462
    Sprint Spectrum L.P.
      9.639%, 08/15/06 [STEP].........        20          18,519
      11.00%, 08/15/06................        10          11,056
    Time Warner, Inc.
      9.15%, 02/01/23.................     3,000       3,355,528
                                                    ------------
                                                      23,450,257
                                                    ------------
TRANSPORTATION -- 0.8%
    CSX Corp.
      9.00%, 08/15/06.................     3,000       3,193,707
    Laidlaw, Inc.
      7.65%, 05/15/06.................     1,100       1,023,550
                                                    ------------
                                                       4,217,257
                                                    ------------
UTILITIES -- 4.9%
    AES Corp.
      8.00%, 12/31/08.................       450         414,000
    Cleveland Electric Illuminating
      Co.
      6.86%, 10/01/08.................        30          27,572
    Cleveland Electric Illuminating
      Co. Cl-B
      9.50%, 05/15/05.................        25          25,919
    CMS Energy Corp.
      8.125%, 05/15/02................     4,000       3,981,244
    CMS Energy Corp. Cl-B
      6.75%, 01/15/04.................        40          37,115
    CMS Panhandle Holding Co.
      6.125%, 03/15/04................     3,000       2,841,222
    Commonwealth Edison
      7.50%, 07/01/13.................     2,000       1,930,000
    Duke Energy Corp.
      7.875%, 08/15/04................     1,500       1,505,625
    El Paso Electric Co. Cl-E
      9.40%, 05/01/11.................        10          10,707
    Hydro-Quebec Series MTNB
      8.62%, 12/15/11.................     1,000       1,072,500
    KN Energy, Inc.
      7.35%, 08/01/26.................     2,000       1,952,026
    Niagara Mohawk Power Corp. Cl-G
      7.75%, 10/01/08.................     4,000       4,004,280
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
    Niagara Mohawk Power Corp. Cl-H
      [STEP] 144A
      8.36%, 07/01/10.................   $ 2,500    $  1,890,263
    Northeast Utilities System
      8.38%, 03/01/05.................        23          22,312
      8.58%, 12/01/06.................         7           7,248
    NRG Energy, Inc.
      7.50%, 06/01/09.................       900         835,722
    Sonat, Inc.
      7.625%, 07/15/11................     1,400       1,377,492
    Southern Energy 144A
      7.90%, 07/15/09.................     2,500       2,423,510
                                                    ------------
                                                      24,358,757
                                                    ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $121,952,595).................               121,508,099
                                                    ------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 8.2%
    Federal Home Loan Bank
      1.50%, 01/03/00.................    37,584      37,580,868
    Federal National Mortgage Assoc.
      5.75%, 04/15/03.................     1,775       1,724,620
      6.00%, 05/15/08.................     1,705       1,596,179
                                                    ------------
                                                       3,320,799
                                                    ------------
    (Cost $41,087,577)................                40,901,667
                                                    ------------
U.S. TREASURY OBLIGATIONS -- 9.2%
    U.S. Treasury Notes
      5.00%, 02/28/01.................     1,085       1,071,777
      5.25%, 05/15/04.................    10,000       9,581,814
      7.25%, 08/15/04.................     2,500       2,578,514
      5.875%, 11/15/04................     1,000         980,938
      6.50%, 08/15/05-10/15/06#.......    20,000      19,980,214
      6.875%, 05/15/06................    10,000      10,178,130
      5.625%, 05/15/08................     1,550       1,458,454
                                                    ------------
    (Cost $46,871,581)................                45,829,841
                                                    ------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 0.1%
    Independent National Mortgage Corp.
      Series 1994-V Cl-A1
      8.264%, 12/25/24................        84          85,644
    Morgan Stanley Capital I Series
      1996-WF1 Cl-A2
      7.227%, 01/16/06................       655         657,348
                                                    ------------
    (Cost $755,375)...................                   742,992
                                                    ------------
SOVEREIGN ISSUES -- 0.7%
CANADA
    Laidlaw, Inc.
      6.70%, 05/01/08.................     1,000         850,377
    Province of Ontario
      5.50%, 10/01/08.................       340         302,988
    Quebec Province
      7.00%, 01/30/07.................       405         397,188
      5.735%, 03/02/26................     2,000       1,983,339
                                                    ------------
    (Cost $3,649,370).................                 3,533,892
                                                    ------------
</TABLE>

AST AIM BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
                                         PRINCIPAL
                                         IN LOCAL
                                         CURRENCY
                                           (000)        VALUE
                                           -----        -----
<S>                                     <C>          <C>
FOREIGN BONDS -- 2.3%
AUSTRALIA -- 0.3%
    New South Wales Treasury Corp.
      7.00%, 04/01/04.................       1,240   $   814,412
    State Bank New South Wales
      8.625%, 08/20/01................       1,000       675,573
                                                     -----------
                                                       1,489,985
                                                     -----------
DENMARK -- 0.1%
    Kingdom of Denmark
      5.00%, 08/15/05.................       4,100       545,802
                                                     -----------
GERMANY -- 0.6%
    Federal Republic of Germany
      7.25%, 10/21/02.................         990     1,065,080
    LB Baden-Wuerttemberg
      6.25%, 12/15/04.................         990       563,781
    SPT Telecom Finance BV
      5.125%, 05/07/03................         700       355,111
    Treuhandanstalt German Government
      6.00%, 11/12/03.................       1,100     1,155,946
                                                     -----------
                                                       3,139,918
                                                     -----------
GREECE -- 0.2%
    Greek Government
      6.60%, 04/15/04.................     397,000     1,214,238
                                                     -----------
NETHERLANDS -- 0.1%
    Tecnost International NV
      6.125%, 07/30/09................         510       503,913
                                                     -----------
NEW ZEALAND -- 0.3%
    Export Development Corp
      6.50%, 12/21/04.................         950       469,813
    New Zealand Government
      10.00%, 03/15/02................         850       474,253
      8.00%, 04/15/04.................         850       458,878
                                                     -----------
                                                       1,402,944
                                                     -----------
SWEDEN -- 0.2%
    Swedish Government
      6.00%, 02/09/05.................       7,200       865,642
                                                     -----------
</TABLE>

<TABLE>
<CAPTION>
                                        PRINCIPAL
                                        IN LOCAL
                                        CURRENCY
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
UNITED KINGDOM -- 0.5%
    General Electric Capital Corp.
      6.00%, 07/27/01.................       400    $    636,913
    Merrill Lynch & Co.
      7.375%, 12/17/07................       900       1,476,449
    National Westminster Bank
      5.125%, 06/30/11................       400         359,742
                                                    ------------
                                                       2,473,104
                                                    ------------
TOTAL FOREIGN BONDS (Cost
  $12,050,769)........................                11,635,546
                                                    ------------
<CAPTION>
                                         NUMBER
                                           OF
                                        CONTRACTS
                                        ---------
<S>                                     <C>         <C>
OPTIONS -- 0.0%
PUT OPTIONS
    General Motors Corp., Strike Price
      $90, Expires 01/21/00*
      (Cost $73,575)..................       150          63,750
                                                    ------------
TOTAL INVESTMENTS -- 98.9%
    (Cost $423,011,255)...............               494,113,458
                                                    ------------
WRITTEN OPTIONS -- 0.0%
CALL OPTIONS
    America Online, Inc., Strike Price
      $175, Expires 01/21/00..........       340         (59,500)
    General Motors Corp., Strike Price
      $100, Expires 01/21/00..........       150         (35,625)
    International Business Machines,
      Corp.
      Strike Price $95, Expires
      01/21/00........................        50         (71,875)
                                                    ------------
TOTAL WRITTEN OPTIONS
  (Cost ($231,037))...................                  (167,000)
                                                    ------------
OTHER ASSETS LESS LIABILITIES -- 1.1%.                 5,624,931
                                                    ------------
NET ASSETS -- 100.0%..................              $499,571,389
                                                    ============
</TABLE>

# Securities with an aggregate market value of $1,480,570 have been segregated
  with the custodian to cover margin requirements for the following open futures
  contracts at December 31, 1999:

<TABLE>
<CAPTION>
                            EXPIRATION    NUMBER OF      UNREALIZED
       DESCRIPTION            MONTH       CONTRACTS     APPRECIATION
---------------------------------------------------------------------
<S>                         <C>           <C>          <C>
S&P 500...................    03/00           58         $  720,650
                                                         ==========
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST FEDERATED HIGH YIELD PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
CORPORATE OBLIGATIONS -- 89.2%
AEROSPACE -- 0.4%
    Anteon Corp.
      12.00%, 05/15/09.................  $ 1,900  $  1,776,500
    Condor Systems, Inc. 144A
      11.875%, 05/01/09................      600       453,000
                                                  ------------
                                                     2,229,500
                                                  ------------
AUTOMOTIVE PARTS -- 3.3%
    Accuride Corp. Cl-B
      9.25%, 02/01/08..................    1,950     1,803,750
    Aftermarket Technology, Inc.
      12.00%, 08/01/04.................    1,938     1,952,535
    Aftermarket Technology, Inc. Cl-D
      12.00%, 08/01/04.................      350       352,625
    American Axle & Manufacturing, Inc.
      9.75%, 03/01/09..................    4,600     4,657,500
    French (J.L.) Automotive Casting,
      Inc. 144A
      11.50%, 06/01/09.................    2,550     2,620,125
    HDA Parts System, Inc.
      12.00%, 08/01/05.................    1,575     1,441,125
    Lear Corp.
      9.50%, 07/15/06..................    2,500     2,537,500
      8.11%, 05/15/09 144A.............    3,300     3,128,829
    Oxford Automotive, Inc.
      10.125%, 06/15/07................    2,300     2,139,000
                                                  ------------
                                                    20,632,989
                                                  ------------
BEVERAGES -- 0.6%
    National Wine & Spirits
      10.125%, 01/15/09................    1,450     1,479,000
    Triarc Consumer Beverage Co. 144A
      10.25%, 02/15/09.................    2,500     2,406,250
                                                  ------------
                                                     3,885,250
                                                  ------------
BROADCASTING -- 5.4%
    Acme Television Co. Cl-B [STEP]
      10.993%, 09/30/04................    3,100     2,805,500
    Australis Media Ltd. [STEP]
      45.45%, 05/15/03.................       11           107
    Australis Media Ltd. Units [STEP]
      16.00%, 05/15/03.................      625         6,250
    Big City Radio, Inc. [STEP]
      12.937%, 03/15/05................    2,950     1,917,500
    Chancellor Media Corp.
      9.375%, 10/01/04.................    1,150     1,184,500
    Chancellor Media Corp. L.A. Cl-B
      10.50%, 01/15/07.................    1,700     1,861,500
      8.75%, 06/15/07..................    1,950     1,979,250
      8.125%, 12/15/07.................    5,750     5,785,937
    Cumulus Media, Inc.
      10.375%, 07/01/08................    1,425     1,496,250
    Fox/Liberty Networks LLC
      9.208%, 08/15/07 [STEP]..........    5,550     4,495,499
    Sinclair Broadcasting Group, Inc.
      10.00%, 09/30/05.................    3,700     3,700,000
      8.75%, 12/15/07..................    1,650     1,542,750
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    UIH Australia Pacific, Inc. Cl-B
      [STEP]
      12.854%, 05/15/06................  $ 3,100  $  2,635,000
    United International Holdings, Inc.
      Cl-B [STEP]
      10.75%, 02/15/08.................    4,300     2,773,500
    Young Broadcasting, Inc.
      10.125%, 02/15/05................    1,175     1,213,188
                                                  ------------
                                                    33,396,731
                                                  ------------
BUILDING MATERIALS -- 0.7%
    American Builders & Contractors
      Supply Co., Inc. Cl-B
      10.625%, 05/15/07................    1,625     1,503,125
    Falcon Building Products, Inc. Cl-B
      9.50%, 06/15/07..................      350       341,250
      9.50%, 06/15/07 [STEP]...........    2,500     1,887,500
    Juno Lighting, Inc.
      11.875%, 07/01/09................      925       864,875
                                                  ------------
                                                     4,596,750
                                                  ------------
BUSINESS SERVICES -- 5.5%
    Dialog Corp. PLC Cl-A
      11.00%, 11/15/07.................    3,250     1,576,250
    e.spire Communications, Inc. [STEP]
      11.98%, 11/01/05.................    1,150       626,750
      13.748%, 04/01/06................    1,400       679,000
    Intermedia Communications, Inc.
      [STEP]
      10.749%, 05/15/06................    4,850     4,267,999
      12.25%, 03/01/09.................    4,500     2,722,500
    Intermedia Communications, Inc.
      Cl-B
      9.795%, 07/15/07 [STEP]..........    3,075     2,290,875
      8.875%, 11/01/07.................    1,000       940,000
      8.60%, 06/01/08..................    1,550     1,437,625
    NEXTLINK Communications, Inc.
      9.00%, 03/15/08..................    1,575     1,508,063
      10.039%, 04/15/08 [STEP].........    3,000     1,905,000
      10.75%, 06/01/09.................    2,750     2,866,875
      11.805%, 06/01/09 [STEP].........    5,175     3,208,500
      12.125%, 12/01/09 144A [STEP]....    5,625     3,304,687
    Orion Network Systems
      11.25%, 01/15/07.................    2,750     2,076,250
    Sitel Corp.
      9.25%, 03/15/06..................    2,800     2,649,500
    U.S. Office Products Co.
      9.75%, 06/15/08..................    4,475     2,349,375
                                                  ------------
                                                    34,409,249
                                                  ------------
CABLE TELEVISION -- 6.8%
    Charter Communication Holdings LLC
      [STEP]
      10.624%, 04/01/11................    3,100     1,832,875
    Comcast U.K. Cable Corp. [STEP]
      10.997%, 11/15/07................    2,900     2,776,750
    CSC Holdings, Inc.
      9.25%, 11/01/05..................    4,525     4,649,438
      7.875%, 12/15/07.................    1,700     1,677,135
      9.875%, 02/15/13.................      500       528,750
</TABLE>

AST FEDERATED HIGH YIELD PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Diamond Cable Communications PLC
      [STEP]
      10.751%, 12/15/05................  $ 4,000  $  3,800,000
    Diamond Holdings Co. PLC
      9.125%, 02/01/08.................    1,875     1,865,625
    Echostar DBS Corp.
      9.375%, 02/01/09.................    5,925     5,999,062
    International CableTel, Inc. Cl-B
      [STEP]
      10.408%, 02/01/06................    5,100     4,692,000
    Pegasus Communications Corp. Cl-B
      9.625%, 10/15/05.................    2,125     2,156,875
      9.75%, 12/01/06..................    1,500     1,533,750
    Rogers Cablesystems of America, Inc.
      11.00%, 12/01/15.................      750       847,500
    Telewest Communications PLC
      11.25%, 11/01/08.................      525       576,188
      9.25%, 04/15/09 [STEP] 144A......    3,450     2,259,750
    United Pan-Europe Communication
      Corp. [STEP]
      13.221%, 04/15/08 144A...........    3,125     1,796,875
      12.475%, 08/01/09................    8,575     4,887,749
                                                  ------------
                                                    41,880,322
                                                  ------------
CAPITAL GOODS -- 0.2%
    Buckeye Cellulose Corp.
      8.50%, 12/15/05..................    1,500     1,473,750
                                                  ------------
CHEMICALS -- 3.7%
    Foamex Capital Corp.
      13.50%, 08/15/05.................      500       472,500
    General Chemical Industry Products,
      Inc.
      10.625%, 05/01/09................    1,000       995,000
    Georgia Gulf Corp. 144A
      10.375%, 11/01/07................      950       996,313
    Huntsman Corp. 144A
      9.50%, 07/01/07..................    3,900     3,724,500
    Huntsman ICI Chemicals 144A
      10.125%, 07/01/09................    1,200     1,236,000
    Lyondell Chemical Co.
      10.875%, 05/01/09................    6,500     6,890,000
    Polymer Group, Inc. Cl-B
      9.00%, 07/01/07..................    3,225     3,144,375
      8.75%, 03/01/08..................    2,450     2,364,250
    Sterling Chemicals Holdings, Inc.
      [STEP]
      11.149%, 08/15/08................    2,350       693,250
    Sterling Chemicals, Inc.
      11.75%, 08/15/06.................    1,975     1,491,125
    Texas Petrochemical Corp.
      11.125%, 07/01/06................    1,525     1,334,375
                                                  ------------
                                                    23,341,688
                                                  ------------
CLOTHING & APPAREL -- 0.7%
    Boyds Collection Ltd.
      9.00%, 05/15/08..................      717       673,980
    Dyersburg Corp. Cl-B
      9.75%, 09/01/07..................    1,725       698,625
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    GFSI, Inc. Cl-B
      9.625%, 03/01/07.................  $ 2,150  $  1,343,750
    Pillowtex Corp.
      10.00%, 11/15/06.................    1,950       906,750
    Pillowtex Corp. Cl-B
      9.00%, 12/15/07..................    1,825       793,875
                                                  ------------
                                                     4,416,980
                                                  ------------
COMPUTER SERVICES & SOFTWARE -- 0.8%
    Alvey Systems, Inc.
      11.375%, 01/31/03................    1,217     1,271,765
    Diva Systems Corp. Cl-B [STEP]
      11.594%, 03/01/08................    1,625       625,625
    Verio, Inc.
      11.25%, 12/01/08.................    1,325     1,397,875
      10.625%, 11/15/09 144A...........    1,700     1,742,500
                                                  ------------
                                                     5,037,765
                                                  ------------
CONGLOMERATES -- 0.4%
    Eagle-Picher Industries, Inc.
      9.375%, 03/01/08.................    2,950     2,596,000
                                                  ------------
CONSTRUCTION -- 0.9%
    Building Materials Holdings Corp.
      Cl-B
      8.00%, 10/15/07..................      400       363,000
    Formica Corp.
      10.875%, 03/01/09................    2,000     1,840,000
    MMI Products, Inc. Cl-B
      11.25%, 04/15/07.................    3,100     3,208,500
                                                  ------------
                                                     5,411,500
                                                  ------------
CONSUMER PRODUCTS & SERVICES -- 3.8%
    Albecca, Inc.
      10.75%, 08/15/08.................    4,000     2,739,999
    American Safety Razor Co.
      9.875%, 08/01/05.................    1,000       981,250
    Amscan Holdings, Inc.
      9.875%, 12/15/07.................    1,800     1,530,000
    Cabot Safety Corp.
      12.50%, 07/15/05.................    1,500     1,537,500
    Chattem, Inc. Cl-B
      8.875%, 04/01/08.................    2,000     1,880,000
    Collins & Aikman Floor Coverings
      Corp.
      10.00%, 01/15/07.................    1,400     1,379,000
    Collins & Aikman Products Corp.
      11.50%, 04/15/06.................    1,400     1,393,000
    Diamond Brands Operating, Inc.
      12.83%, 04/15/09 [STEP]..........    1,500       307,500
    Glenoit Corp.
      11.00%, 04/15/07.................    2,000       510,000
    NBTY, Inc. Cl-B
      8.625%, 09/15/07.................    2,350     2,197,250
    Playtex Family Products Corp.
      9.00%, 12/15/03..................    1,600     1,596,000
    Revlon Consumer Products Corp.
      8.125%, 02/01/06.................    2,000     1,480,000
      8.625%, 02/01/08.................    5,000     2,575,000
    Scotts Co. 144A
      8.625%, 01/15/09.................    1,000       980,000
</TABLE>

AST FEDERATED HIGH YIELD PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Sleepmaster, Inc. 144A
      11.00%, 05/15/09.................  $   700  $    704,375
    Volume Services America
      11.25%, 03/01/09.................    2,200     2,178,000
                                                  ------------
                                                    23,968,874
                                                  ------------
CONTAINERS & PACKAGING -- 1.6%
    Container Corp. of America
      11.25%, 05/01/04.................      250       261,875
    Owens-Illinois, Inc.
      8.10%, 05/15/07..................    1,000       960,000
    Packaging Corp. of America, Inc.
      9.625%, 04/01/09.................    1,000     1,030,000
    Russell Stanley Holdings, Inc.
      10.875%, 02/15/09................    1,950     1,706,250
    Stone Container Corp.
      12.25%, 04/01/02.................      125       125,938
      11.50%, 10/01/04.................    1,200     1,246,500
      12.58%, 08/01/16 [VR]............    1,550     1,658,500
    Tekni-Plex, Inc. Cl-B
      9.25%, 03/01/08..................    2,750     2,805,000
                                                  ------------
                                                     9,794,063
                                                  ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 1.4%
    Amphenol Corp.
      9.875%, 05/15/07.................    2,400     2,508,000
    Electronic Retailing Systems, Inc.
      [STEP]
      13.25%, 02/01/04.................      875       196,875
    SCG Holdings Corp. 144A
      12.00%, 08/01/09.................    1,300     1,387,750
    Viasystems, Inc. Cl-B
      9.75%, 06/01/07..................    1,625       901,875
    WESCO Distribution, Inc. Cl-B
      9.125%, 06/01/08.................    4,200     3,969,000
                                                  ------------
                                                     8,963,500
                                                  ------------
ENTERTAINMENT & LEISURE -- 3.3%
    AMF Group, Inc. [STEP]
      9.822%, 03/15/06.................    3,462     1,159,770
    Florida Panthers Holdings, Inc.
      9.875%, 04/15/09.................    3,925     3,826,875
    Premier Parks, Inc.
      9.25%, 04/01/06..................    2,275     2,246,563
      9.75%, 06/15/07..................    2,600     2,616,250
      9.724%, 04/01/08 [STEP]..........    6,250     4,343,750
    Regal Cinemas, Inc.
      9.50%, 06/01/08..................    6,075     4,738,500
    True Temper Sports, Inc.
      10.875%, 12/01/08................    1,875     1,800,000
                                                  ------------
                                                    20,731,708
                                                  ------------
ENVIRONMENTAL SERVICES -- 2.5%
    Allied Waste North America Co. 144A
      10.00%, 08/01/09.................   17,450    15,617,750
                                                  ------------
EQUIPMENT SERVICES -- 0.2%
    Coinmach Corp. Cl-D
      11.75%, 11/15/05.................    1,000     1,035,000
                                                  ------------
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
FARMING & AGRICULTURE -- 0.3%
    Dimon, Inc.
      8.875%, 06/01/06.................  $ 1,350  $  1,181,250
    Royster-Clark, Inc. 144A
      10.25%, 04/01/09.................      600       549,000
                                                  ------------
                                                     1,730,250
                                                  ------------
FINANCIAL-BANK & TRUST -- 1.0%
    GS Escrow Corp.
      7.125%, 08/01/05.................    4,750     4,311,528
    RBF Finance Co.
      11.00%, 03/15/06.................      500       538,750
      11.375%, 03/15/09................    1,050     1,134,000
                                                  ------------
                                                     5,984,278
                                                  ------------
FINANCIAL SERVICES -- 0.3%
    Unifrax Investment Corp.
      10.50%, 11/01/03.................    1,350     1,363,500
    Unilab Finance Corp. 144A
      12.75%, 10/01/09.................      750       783,750
                                                  ------------
                                                     2,147,250
                                                  ------------
FOOD -- 2.1%
    Agrilink Foods, Inc.
      11.875%, 11/01/08................    3,500     3,534,999
    Ameriserv Food Distributor, Inc.
      8.875%, 10/15/06.................    1,425       833,625
      10.125%, 07/15/07................    4,950     1,707,750
    Dominos, Inc. Cl-B
      10.375%, 01/15/09................    2,325     2,249,438
    Eagle Family Foods, Inc. Cl-B
      8.75%, 01/15/08..................    2,200     1,683,000
    International Home Foods, Inc.
      10.375%, 11/01/06................    2,600     2,710,500
    Jitney-Jungle Stores, Inc.
      10.375%, 09/15/07++..............    2,725        34,063
    Nebco Evans Holding Co. [STEP]
      11.645%, 07/15/07................    1,250       143,750
                                                  ------------
                                                    12,897,125
                                                  ------------
FURNITURE -- 0.2%
    Sealy Mattress Co. Cl-B
      9.875%, 12/15/07.................      775       771,125
      10.875%, 12/15/07 [STEP].........    1,000       705,000
                                                  ------------
                                                     1,476,125
                                                  ------------
HEALTHCARE SERVICES -- 2.6%
    Columbia HCA Healthcare, Inc.
      6.91%, 06/15/05..................    2,950     2,685,326
    Everest Healthcare Services, Inc.
      9.75%, 05/01/08..................    1,575     1,472,625
    Genesis Health Ventures, Inc.
      9.25%, 10/01/06..................    1,000       415,000
      9.875%, 01/15/09.................    1,450       587,250
</TABLE>

AST FEDERATED HIGH YIELD PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Hudson Respiratory Care, Inc.
      9.125%, 04/15/08.................  $   850  $    684,250
    Tenet Healthcare Corp.
      8.00%, 01/15/05..................    2,200     2,128,500
      8.625%, 01/15/07.................    3,500     3,386,250
      8.125%, 12/01/08.................    5,000     4,762,500
                                                  ------------
                                                    16,121,701
                                                  ------------
INDUSTRIAL PRODUCTS -- 1.0%
    Continental Global Group, Inc. Cl-B
      11.00%, 04/01/07.................    2,100     1,102,500
    Hexcel Corp.
      9.75%, 01/15/09..................      750       641,250
    ISG Resources, Inc.
      10.00%, 04/15/08.................    1,800     1,539,000
    United Industries Corp. Series B
      9.875%, 04/01/09.................    1,700     1,564,000
    URS Corp. Series B 144A
      12.25%, 05/01/09.................    1,525     1,605,063
                                                  ------------
                                                     6,451,813
                                                  ------------
MACHINERY & EQUIPMENT -- 2.8%
    Blount, Inc. 144A
      13.00%, 08/01/09.................      950     1,007,000
    Clark Materials Handling Corp. Cl-D
      10.75%, 11/15/06.................    2,625       826,875
    Columbus McKinnon Corp.
      8.50%, 04/01/08..................    1,000       865,000
    Johnstown America Industries, Inc.
      Cl-C
      11.75%, 08/15/05.................      700       715,750
    National Equipment Services, Inc.
      Cl-B
      10.00%, 11/30/04.................    1,275     1,284,563
    National Equipment Services, Inc.
      Cl-D
      10.00%, 11/30/04.................    2,250     2,266,875
    Nationsrent, Inc.
      10.375%, 12/15/08................    3,100     3,045,750
    United Rentals, Inc.
      9.25%, 01/15/09..................    3,600     3,465,000
    United Rentals, Inc. Cl-B
      9.00%, 04/01/09..................    2,750     2,598,750
    Woods Equipment Co.
      12.00%, 07/15/09.................    1,275     1,192,125
                                                  ------------
                                                    17,267,688
                                                  ------------
MEDICAL SUPPLIES & EQUIPMENT -- 2.4%
    CONMED Corp.
      9.00%, 03/15/08..................    2,800     2,632,000
    Dade International, Inc. Cl-B
      11.125%, 05/01/06................    2,575     2,536,375
    Fisher Scientific International,
      Inc.
      9.00%, 02/01/08..................    2,975     2,863,438
      9.00%, 02/01/08..................    3,300     3,176,250
    Hanger Orthopedic Group
      11.25%, 06/15/09.................    1,350     1,393,875
    Kinetic Concepts, Inc. Cl-B
      9.625%, 11/01/07.................    3,350     2,495,750
                                                  ------------
                                                    15,097,688
                                                  ------------
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
METALS & MINING -- 2.3%
    AEI Resources, Inc. 144A
      10.50%, 12/15/05.................  $ 2,800  $  2,114,000
      11.50%, 12/15/06.................    3,375     2,210,625
    Euramax International PLC
      11.25%, 10/01/06.................    2,075     2,137,250
    Murrin Murrin Holdings PTY
      9.375%, 08/31/07.................      650       591,500
    National Steel Corp. Cl-D
      9.875%, 03/01/09.................    1,450     1,497,125
    Neenah Corp.
      11.125%, 05/01/07................    1,300     1,209,000
    Neenah Corp. Cl-B
      11.125%, 05/01/07................    1,725     1,604,250
    Republic Technologies, Inc. 144A
      13.75%, 07/15/09.................    1,700     1,130,500
    Ryerson Tull, Inc.
      8.50%, 07/15/01..................    1,000     1,002,020
      9.125%, 07/15/06.................      900       896,706
                                                  ------------
                                                    14,392,976
                                                  ------------
OFFICE EQUIPMENT -- 0.6%
    Buhrmann U.S., Inc. 144A
      12.25%, 11/01/09.................    2,425     2,534,125
    United Stationers Supply Co.
      12.75%, 05/01/05.................    1,169     1,265,443
                                                  ------------
                                                     3,799,568
                                                  ------------
OIL & GAS -- 2.0%
    Continental Resources, Inc.
      10.25%, 08/01/08.................    3,075     2,721,375
    DI Industries, Inc.
      8.875%, 07/01/07.................      975       901,875
    Houston Exploration Co. Cl-B
      8.625%, 01/01/08.................      625       600,000
    Pogo Producing Co. Cl-B
      10.375%, 02/15/09................    2,100     2,173,500
    R&B Falcon Corp.
      12.25%, 03/15/06.................    3,050     3,385,500
    R&B Falcon Corp. Cl-B
      6.75%, 04/15/05..................    1,600     1,432,000
    Universal Compression Holdings
      [STEP]
      11.375%, 02/15/09................      350       199,500
    Universal Compression, Inc. [STEP]
      9.739%, 02/15/08.................    1,900     1,180,375
                                                  ------------
                                                    12,594,125
                                                  ------------
PAPER & FOREST PRODUCTS -- 0.2%
    Warren, (S.D.) Co.
      12.00%, 12/15/04.................    1,300     1,366,625
                                                  ------------
PRINTING & PUBLISHING -- 0.5%
    Garden State Newspapers, Inc. Cl-B
      8.75%, 10/01/09..................    2,575     2,433,375
    K-III Communications Corp.
      8.50%, 02/01/06..................    1,000       980,000
                                                  ------------
                                                     3,413,375
                                                  ------------
</TABLE>

AST FEDERATED HIGH YIELD PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
RAILROADS -- 0.2%
    Railworks Corp.
      11.50%, 04/15/09.................  $ 1,200  $  1,221,000
                                                  ------------
REAL ESTATE -- 1.3%
    HMH Properties, Inc. Cl-A
      7.875%, 08/01/05.................      400       379,000
    HMH Properties, Inc. Cl-B
      7.875%, 08/01/08.................    6,000     5,430,000
    HMH Properties, Inc. Cl-C
      8.45%, 12/01/08..................    2,500     2,337,500
                                                  ------------
                                                     8,146,500
                                                  ------------
RESTAURANTS -- 0.4%
    Advantica Restaurant Group, Inc.
      11.25%, 01/15/08.................    1,750     1,330,000
    Carrols Corp.
      9.50%, 12/01/08..................    1,500     1,372,500
                                                  ------------
                                                     2,702,500
                                                  ------------
RETAIL & MERCHANDISING -- 0.3%
    Community Distributors, Inc. Cl-B
      10.25%, 10/15/04.................    1,000       855,000
    Leslie's Poolmart, Inc.
      10.375%, 07/15/04................      950       812,250
                                                  ------------
                                                     1,667,250
                                                  ------------
SEMICONDUCTORS -- 0.5%
    Fairchild Semiconductor Corp.
      10.375%, 10/01/07 144A...........    1,000     1,025,000
      10.75%, 04/15/09.................    2,100     1,795,500
                                                  ------------
                                                     2,820,500
                                                  ------------
TELECOMMUNICATIONS -- 23.4%
    American Cellular Corp.
      10.50%, 05/15/08.................    3,150     3,488,625
    Arch Communications, Inc.
      12.75%, 07/01/07.................    1,400     1,113,000
    Call-Net Enterprises, Inc. [STEP]
      8.522%, 08/15/07.................    4,100     2,285,750
      9.573%, 08/15/08.................    3,800     1,890,500
      10.826%, 05/15/09................    4,800     2,328,000
    Centennial Cellular Corp.
      10.75%, 12/15/08.................    2,250     2,424,375
    Crown Castle International Corp.
      [STEP]
      10.524%, 05/15/11................    7,875     4,961,250
      11.07%, 08/01/11.................    1,500       945,000
    Dolphin Telecom PLC [STEP]
      14.00%, 05/15/09.................    3,200     1,488,000
    Global Crossing Holdings Ltd. 144A
      9.50%, 11/15/09..................    8,900     8,844,374
    Hermes Europe Railtel BV, Inc.
      11.50%, 08/15/07.................    4,575     4,723,688
      10.375%, 01/15/09................    1,825     1,811,313
    ICG Holdings, Inc. [STEP]
      11.681%, 05/01/06................    1,000       775,830
    Lenfest Communications, Inc. 144A
      8.25%, 02/15/08..................    2,275     2,286,375
</TABLE>

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Level 3 Communications, Inc.
      9.125%, 05/01/08.................  $ 4,800  $  4,566,000
      11.004%, 12/01/08 [STEP].........    9,575     5,864,687
    McLeodUSA, Inc.
      9.732%, 03/01/07 [STEP]..........    6,175     5,094,375
      9.25%, 07/15/07..................    1,300     1,306,500
      8.375%, 03/15/08.................    1,250     1,181,250
    Metromedia Fiber Network
      10.00%, 12/15/09.................    2,725     2,793,125
    Millicom International Cellular,
      Inc. [STEP]
      11.76%, 06/01/06.................    5,375     4,461,250
    Nextel Communications, Inc.
      10.441%, 09/15/07 [STEP].........    1,975     1,501,000
      10.213%, 02/15/08 [STEP].........    6,500     4,647,500
      9.375%, 11/15/09 144A............    7,275     7,184,062
    Nextel International, Inc. [STEP]
      12.125%, 04/15/08................    1,750     1,040,568
    Nextel Partners, Inc.
      6.885%, 02/01/09 [STEP]..........    1,900     1,282,500
    NTL, Inc. Cl-B [STEP]
      9.316%, 04/01/08.................    7,825     5,516,624
      10.822%, 10/01/08................      550       389,125
    Paging Network, Inc.
      10.00%, 10/15/08.................    2,525       795,375
    Pathnet, Inc.
      12.25%, 04/15/08.................      625       390,625
    Pegasus Media & Communications,
      Inc.
      12.50%, 07/01/05.................      975     1,057,875
    PSINet, Inc.
      11.50%, 11/01/08.................    2,000     2,100,000
      11.00%, 08/01/09.................    3,000     3,090,000
    PSINet, Inc. Cl-B
      10.00%, 02/15/05.................    2,500     2,487,500
    Qwest Communications International,
      Inc.
      8.54%, 10/15/07 [STEP]...........    3,875     3,138,750
    Qwest Communications International,
      Inc. Cl-B
      8.29%, 02/01/08 [STEP]...........    2,250     1,732,500
    RCN Corp. [STEP]
      11.939%, 10/15/07................      950       679,250
      12.606%, 07/01/08................    1,100       723,250
    RCN Corp. Cl-B [STEP]
      12.361%, 02/15/08................    1,700     1,117,750
    Rogers Cantel, Inc.
      8.80%, 10/01/07..................    4,000     4,060,000
    Telecommunications Techniques Co.
      9.75%, 05/15/08..................    5,825     5,329,875
    Telesystem International Wireless,
      Inc. Cl-B [STEP]
      12.565%, 06/30/07................    5,325     3,434,625
      10.50%, 11/01/07.................      800       444,000
    Teligent, Inc.
      11.50%, 12/01/07.................    3,475     3,422,875
    Teligent, Inc. Cl-B [STEP]
      16.11%, 03/01/08.................    3,000     1,815,000
</TABLE>

AST FEDERATED HIGH YIELD PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)      VALUE
                                          -----      -----
<S>                                      <C>      <C>
    Triton PCS, Inc. [STEP]
      11.291%, 05/01/08................  $ 4,850  $  3,467,750
    U.S. Unwired, Inc. [STEP] 144A
      13.309%, 11/01/09................    2,400     1,404,000
    US Xchange LLC
      15.00%, 07/01/08.................    1,625     1,564,063
    USA Mobile Communications Holdings,
      Inc.
      9.50%, 02/01/04..................      650       529,750
    Viatel, Inc.
      11.25%, 04/15/08.................    2,525     2,550,250
      12.374%, 04/15/08 [STEP].........    2,250     1,428,750
      11.50%, 03/15/09.................    1,250     1,275,000
    Voicestream Wireless Holdings 144A
      10.375%, 11/15/09................    1,050     1,086,750
      11.746%, 11/15/09 [STEP].........    6,250     3,796,875
    Williams Communications Group, Inc.
      10.875%, 10/01/09................    2,500     2,631,250
    Winstar Communications, Inc. [STEP]
      7.502%, 03/15/08.................    3,325     3,408,125
                                                  ------------
                                                   145,156,459
                                                  ------------
TRANSPORTATION -- 2.3%
    Allied Holdings, Inc. Cl-B
      8.625%, 10/01/07.................      400       356,000
    Ameritruck Distribution Corp. Cl-B
      12.25%, 11/15/05++...............    1,950       107,250
    Avis Rent A Car, Inc.
      11.00%, 05/01/09.................    1,450     1,529,750
    Gearbulk Holding Ltd.
      11.25%, 12/01/04.................    1,950     2,013,375
    Holt Group
      9.75%, 01/15/06..................    1,350       884,250
    Johnstown America Industries, Inc.
      11.75%, 08/15/05.................    1,200     1,227,000
    Motor Coach Industries, Inc.
      11.25%, 05/01/09.................    2,100     2,163,000
    Stena AB
      10.50%, 12/15/05.................    3,275     3,013,000
      8.75%, 06/15/07..................    2,775     2,289,375
    Stena Line AB
      10.625%, 06/01/08................    1,250       756,250
                                                  ------------
                                                    14,339,250
                                                  ------------
UTILITIES -- 0.3%
    CMS Energy Corp.
      7.50%, 01/15/09..................    1,100     1,017,995
    International Utility Structures,
      Inc.
      10.75%, 02/01/08.................      925       763,125
                                                  ------------
                                                     1,781,120
                                                  ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $613,832,047)..................            555,994,535
                                                  ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES      VALUE
                                         ------      -----
<S>                                      <C>      <C>
COMMON STOCK -- 0.1%
BROADCASTING -- 0.0%
    Australis Holdings Warrants
      144A*............................    1,000  $         10
                                                  ------------
CHEMICALS -- 0.0%
    Sterling Chemicals Holdings
      Warrants*........................    1,075        17,200
                                                  ------------
COMPUTER SERVICES & SOFTWARE -- 0.0%
    Diva Systems Corp. Warrants*.......    4,875        39,000
                                                  ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.0%
    Electronic Retailing Systems, Inc.
      Warrants 144A*...................      875           875
                                                  ------------
METALS & MINING -- 0.0%
    Bar Technologies, Inc. Warrants
      144A*............................      300         6,000
    Royal Oak Mines, Inc.*.............   66,164             0
                                                  ------------
                                                         6,000
                                                  ------------
OIL & GAS -- 0.0%
    R&B Falcon Warrants 144A*..........      750       210,375
                                                  ------------
PRINTING & PUBLISHING -- 0.0%
    Affiliated Newspaper Investments,
      Inc.*............................    1,000       160,000
                                                  ------------
TELECOMMUNICATIONS -- 0.1%
    MetroNet Communications Corp.
      Warrants 144A*...................    1,525       137,250
    Pathnet, Inc. Warrants 144A*.......      625         6,328
    Sullivan Broadcasting Holdings*....    2,400             0
    UIH Australia Warrants*............    3,100        93,000
    Wireless One, Inc. Warrants*.......    1,500            15
                                                  ------------
                                                       236,593
                                                  ------------
TOTAL COMMON STOCK
  (Cost $23,288).......................                670,053
                                                  ------------
PREFERRED STOCK -- 3.7%
BROADCASTING -- 0.9%
    Benedek Communications Corp.
      11.50% [PIK].....................    1,600     1,288,000
    Capstar Broadcasting Corp.
      12.00% [PIK].....................    8,241       966,257
    Cumulus Media, Inc. Cl-A
      13.75%...........................    1,061     1,193,922
    Sinclair Capital Cl-A
      $11.625..........................   18,500     1,887,000
                                                  ------------
                                                     5,335,179
                                                  ------------
CONTAINERS & PACKAGING -- 0.1%
    Packaging Corp. of America, Inc.
      12.375% [PIK]....................    5,555       611,050
                                                  ------------
FINANCIAL SERVICES -- 0.1%
    California Federal Capital Corp.
      Cl-A
      9.125% [PIK].....................   30,000       660,000
                                                  ------------
FOOD -- 0.0%
    Nebco Evans Holding Co.
      11.25% [PIK].....................    8,483        46,657
                                                  ------------
</TABLE>

AST FEDERATED HIGH YIELD PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES      VALUE
                                         ------      -----
<S>                                      <C>      <C>
HEALTHCARE SERVICES -- 0.1%
    River Holding Corp. Cl-B
      11.50% [PIK].....................    5,926  $    371,406
                                                  ------------
INDUSTRIAL PRODUCTS -- 0.0%
    International Utility Structures,
      Inc.
      13.00% [PIK] 144A................      125       106,875
    International Utility Structures,
      Inc.
      13.00% [PIK] 144A................       25         2,081
                                                  ------------
                                                       108,956
                                                  ------------
MACHINERY & EQUIPMENT -- 0.1%
    Fairfield Manufacturing Co., Inc.
      11.25%...........................      650       646,750
                                                  ------------
OIL & GAS -- 0.2%
    R&B Falcon Corp.
      13.875% [PIK]....................    1,431     1,512,886
                                                  ------------
PRINTING & PUBLISHING -- 1.2%
    Primedia, Inc. Cl-D
      10.00%...........................   23,750     2,345,313
    Primedia, Inc. Cl-F
      9.20%............................   15,000     1,406,250
    Primedia, Inc. Cl-H
      8.625%...........................   43,100     3,771,249
                                                  ------------
                                                     7,522,812
                                                  ------------
TELECOMMUNICATIONS -- 1.0%
    AMFM Operating, Inc.
      12.625% [PIK]....................  967,500     1,163,419
    Nextel Communications, Inc.
      13.00% [PIK].....................    1,127     1,222,795
    Nextel Communications, Inc. Cl-E
      11.125% [PIK]....................      906       920,723
    Pegasus Communications Corp. Cl-A
      12.75% [PIK].....................    2,593     2,865,015
                                                  ------------
                                                     6,171,952
                                                  ------------
TOTAL PREFERRED STOCK
  (Cost $23,183,788)...................             22,987,648
                                                  ------------
                                           PAR
                                          (000)      VALUE
                                         -------  ------------
REPURCHASE AGREEMENTS -- 5.2%
    Greenwich Capital Markets, Inc.
      3.00% dated 12/31/99, maturing
      01/03/00, repurchase price
      $32,726,180 (Collateralized by
      U.S. Treasury Bonds, par value
      $22,907,000, market value
      $33,484,053, due 02/15/15)
      (Cost $32,718,000)...............  $32,718  $ 32,718,000
                                                  ------------
                                         SHARES
                                         -------
SHORT-TERM INVESTMENTS -- 0.0%
    Temporary Investment Cash Fund.....   17,733        17,733
    Temporary Investment Fund..........   17,733        17,733
                                                  ------------
      (Cost $35,466)...................                 35,466
                                                  ------------
TOTAL INVESTMENTS -- 98.2%
  (Cost $669,792,589)..................            612,405,702
OTHER ASSETS LESS
  LIABILITIES -- 1.8%..................             11,381,952
                                                  ------------
NET ASSETS -- 100.0%...................           $623,787,654
                                                  ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

++ Illiquid security. At the end of the year, these securities amounted to less
   than 0.1% of net assets.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 12.5% of net assets.

See Notes to Financial Statements.


AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
COMMON STOCK -- 48.3%
ADVERTISING -- 0.1%
    Omnicom Group, Inc. .............         3,800   $    380,000
                                                      ------------
AEROSPACE -- 0.5%
    Boeing Co. ......................        11,768        489,108
    General Dynamics Corp. ..........         2,500        131,875
    Honeywell International, Inc. ...        12,412        716,016
    Litton Industries, Inc. .........         1,700         84,788
    Lockheed Martin Corp. ...........         5,600        122,500
    Northrop Grumman Corp. ..........         2,300        124,344
    Primex Technologies, Inc. .......           840         17,430
    Raytheon Co. Cl-A................           535         13,275
    Raytheon Co. Cl-B................         4,000        106,250
    United Technologies Corp. .......         8,427        547,755
                                                      ------------
                                                         2,353,341
                                                      ------------
AIRLINES -- 0.1%
    Alaska Air Group, Inc.*..........         2,700         94,838
    AMR Corp.*.......................         2,400        160,800
    Delta Air Lines, Inc. ...........         2,000         99,625
    Southwest Airlines Co. ..........        13,125        212,460
                                                      ------------
                                                           567,723
                                                      ------------
AUTOMOBILE MANUFACTURERS -- 0.5%
    Ford Motor Co. ..................        16,700        892,406
    General Motors Corp. ............         9,000        654,188
    Honda Motor Co. Ltd. [ADR].......         7,100        543,150
                                                      ------------
                                                         2,089,744
                                                      ------------
AUTOMOTIVE PARTS -- 0.2%
    Arvin Industries, Inc. ..........         1,800         51,075
    Dana Corp. ......................         2,880         86,220
    Delphi Automotive Systems
      Corp. .........................         6,919        108,974
    Eaton Corp. .....................         1,600        116,200
    Federal-Mogul Corp. .............         2,600         52,325
    Genuine Parts Co. ...............         5,750        142,672
    Goodyear Tire & Rubber Co. ......         2,400         67,650
    Lear Corp.*......................         3,700        118,400
    Mark IV Industries, Inc. ........         4,300         76,056
    Superior Industries
      International, Inc. ...........         2,500         67,031
    TRW, Inc. .......................         3,400        176,588
                                                      ------------
                                                         1,063,191
                                                      ------------
BEVERAGES -- 0.8%
    Anheuser-Busch Companies,
      Inc. ..........................         7,500        531,563
    Cadbury Schweppes PLC [ADR]......        15,346        371,181
    Coca-Cola Co. ...................        31,800      1,852,350
    Coca-Cola Enterprises, Inc. .....         7,600        152,950
    Compania Cervecerias Unidas SA
      [ADR]..........................         1,200         38,475
    PepsiCo, Inc. ...................        18,600        655,650
    Whitman Corp. ...................         4,900         65,844
                                                      ------------
                                                         3,668,013
                                                      ------------
BROADCASTING -- 0.3%
    CBS Corp.*.......................         9,000        575,437
    Chris-Craft Industries, Inc.*....         1,420        102,418
</TABLE>

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
    Clear Channel Communications,
      Inc.*..........................         4,400   $    392,700
    Hispanic Broadcasting Corp.*.....         1,900        175,216
                                                      ------------
                                                         1,245,771
                                                      ------------
BUILDING MATERIALS -- 0.2%
    Armstrong World Industries,
      Inc. ..........................           800         26,700
    Clayton Homes, Inc. .............         6,450         59,259
    Fastenal Co. ....................         2,100         94,369
    Martin Marietta Materials
      Corp. .........................         2,800        114,800
    Masco Corp. .....................         7,200        182,700
    Modine Manufacturing Co. ........         1,100         27,500
    USG Corp. .......................         1,800         84,825
    Vulcan Materials Co. ............         3,900        155,756
    York International Corp. ........         2,000         54,875
                                                      ------------
                                                           800,784
                                                      ------------
BUSINESS SERVICES -- 0.3%
    Avery Dennison Corp. ............         2,500        182,188
    Comdisco, Inc. ..................         5,700        212,324
    Convergys Corp.*.................         4,300        132,225
    Equifax, Inc. ...................         3,700         87,181
    First Data Corp. ................         7,200        355,049
    Manpower, Inc. ..................         3,800        142,975
    Navigant International, Inc.*....           215          2,520
    Nova Corp.*......................         3,100         97,844
    Olsten Corp. ....................         2,000         22,625
    Parametric Technology Corp.*.....         5,000        135,313
    Quintiles Transnational Corp.*...         4,300         80,356
    Robert Half International,
      Inc.*..........................         3,850        109,966
                                                      ------------
                                                         1,560,566
                                                      ------------
CAPITAL GOODS -- 0.0%
    Harsco Corp. ....................         2,600         82,550
                                                      ------------
CHEMICALS -- 0.8%
    AKZO Nobel NV [ADR]..............         2,000         99,500
    Arch Chemicals, Inc. ............         1,050         21,984
    Cabot Corp. .....................         4,100         83,538
    CK Witco Corp. ..................         9,451        126,407
    Dexter Corp. ....................         1,500         59,625
    Dow Chemical Co. ................         3,600        481,049
    DuPont, (E.I.) de Nemours &
      Co. ...........................        15,059        992,011
    FMC Corp.*.......................         1,600         91,700
    Grace, (W.R.) & Co.*.............         2,000         27,750
    Great Lakes Chemical Corp. ......         2,500         95,469
    Hanna, (M.A.) Co. ...............         3,400         37,188
    IMC Global, Inc. ................         6,000         98,250
    Imperial Chemical Industries
      PLC............................         5,800        246,863
    Lubrizol Corp. ..................         3,100         95,713
    Monsanto Co. ....................         9,000        320,624
    Olin Corp. ......................         3,600         71,325
    Omnova Solutions, Inc. ..........         2,800         21,700
    PPG Industries, Inc. ............         3,600        225,225
    Rohm & Haas Co. .................         6,459        262,800
    Schulman, (A.), Inc. ............         3,000         48,938
    Solutia, Inc. ...................         5,560         85,833
                                                      ------------
                                                         3,593,492
                                                      ------------
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
CLOTHING & APPAREL -- 0.2%
    Abercrombie & Fitch Co. Cl-A*....         3,600   $     96,075
    AnnTaylor Stores Corp.*..........         1,600         55,100
    Cintas Corp. ....................         3,600        191,250
    Jones Apparel Group, Inc.*.......         5,200        141,050
    Nike, Inc. Cl-B..................         5,500        272,594
    Payless ShoeSource, Inc.*........         1,572         73,884
    Ross Stores, Inc. ...............         5,200         93,275
    Springs Industries, Inc. Cl-A....         2,100         83,869
    Unifi, Inc.*.....................         4,800         59,100
                                                      ------------
                                                         1,066,197
                                                      ------------
COMPUTER HARDWARE -- 2.0%
    Compaq Computer Corp. ...........        23,368        632,397
    Dell Computer Corp.*.............        41,600      2,121,600
    EMC Corp.*.......................        15,000      1,638,750
    Hewlett-Packard Co. .............        14,100      1,606,519
    International Business Machines
      Corp. .........................        24,200      2,613,599
    Quantum Corp. - DLT & Storage
      Systems*.......................         6,500         98,313
    Quantum Corp. - Hard Disk
      Drive*.........................         2,650         18,384
    Seagate Technology, Inc.*........         4,500        209,531
    Storage Technology Corp.*........         3,700         68,219
                                                      ------------
                                                         9,007,312
                                                      ------------
COMPUTER SERVICES & SOFTWARE -- 6.3%
    Adobe Systems, Inc. .............         1,200         80,700
    America Online, Inc.*............        38,000      2,866,624
    Automatic Data Processing,
      Inc. ..........................         8,000        431,000
    Aztec Technology Partners,
      Inc.*..........................           430          2,002
    BMC Software, Inc.*..............         6,200        495,613
    Cadence Design Systems, Inc.*....         9,500        228,000
    Ceridian Corp.*..................         5,200        112,125
    Cisco Systems, Inc.*.............        45,450      4,868,830
    Citrix Systems, Inc.*............         3,100        381,300
    CompUSA, Inc.*...................         3,500         17,938
    Computer Associates
      International, Inc. ...........         7,362        514,880
    Computer Sciences Corp.*.........         2,000        189,250
    Compuware Corp.*.................        11,400        424,650
    Comverse Technology, Inc.*.......         2,400        347,400
    DST Systems, Inc.*...............           900         68,681
    Electronic Arts, Inc.*...........         2,800        235,200
    Electronic Data Systems Corp. ...         8,000        535,500
    Fiserv, Inc.*....................         4,525        173,364
    Informix Corp.*..................         7,300         83,038
    Intuit, Inc.*....................         7,800        467,513
    Legato Systems, Inc.*............         3,100        213,319
    Microsoft Corp.*.................        66,400      7,752,199
    NCR Corp.*.......................         2,400         90,900
    Networks Associates, Inc.*.......         6,350        169,466
    Novell, Inc.*....................         9,500        378,219
    Oracle Corp.*....................        21,625      2,423,351
    Paychex, Inc. ...................         8,100        324,000
    Policy Management Systems
      Corp.*.........................         1,700         43,456
</TABLE>

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
    Siebel Systems, Inc.*............         7,800        655,200
    Sterling Commerce, Inc.*.........         3,400        115,813
    Structural Dynamics Research
      Corp.*.........................         2,500   $     31,875
    Sun Microsystems, Inc.*..........        22,200      1,719,113
    Sungard Data Systems, Inc.*......         3,200         76,000
    Symantec Corp.*..................         3,500        205,188
    Synopsys, Inc.*..................         2,300        153,525
    Tech Data Corp.*.................         1,900         51,538
    VERITAS Software Corp.*..........         9,600      1,374,000
                                                      ------------
                                                        28,300,770
                                                      ------------
CONGLOMERATES -- 0.7%
    Berkshire Hathaway, Inc. Cl-B*...           136        248,880
    Corning, Inc. ...................         5,200        670,475
    Hanson PLC [ADR].................           337         13,627
    Minnesota Mining & Manufacturing
      Co. ...........................         5,700        557,888
    Ogden Corp. .....................         2,500         29,844
    Philip Morris Companies, Inc. ...        29,300        679,394
    Textron, Inc. ...................         1,500        115,031
    Tomkins PLC [ADR]................         1,538         22,589
    Tyco International Ltd. .........        20,800        808,600
    Viad Corp. ......................         4,500        125,438
                                                      ------------
                                                         3,271,766
                                                      ------------
CONSTRUCTION -- 0.0%
    Granite Construction, Inc. ......         2,650         48,859
    Jacobs Engineering Group,
      Inc.*..........................         2,400         78,000
                                                      ------------
                                                           126,859
                                                      ------------
CONSUMER PRODUCTS & SERVICES -- 1.0%
    ACNielson Corp.*.................         3,100         76,338
    Church and Dwight Co., Inc. .....         2,000         53,375
    Clorox Co. ......................         3,256        164,021
    Colgate-Palmolive Co. ...........         8,000        520,000
    Cross, (A.T.) Co. Cl-A...........         1,400          6,300
    Dial Corp. ......................         3,600         87,525
    Eastman Kodak Co. ...............         4,200        278,250
    Fortune Brands, Inc. ............         4,100        135,556
    Gallaher Group PLC [ADR].........         2,400         36,900
    Gillette Co. ....................        14,600        601,338
    Imperial Tobacco Group PLC
      [ADR]..........................           675         10,673
    International Flavors &
      Fragrances, Inc. ..............         2,000         75,500
    Keane, Inc.*.....................         2,600         82,550
    Lancaster Colony Corp. ..........         1,550         51,344
    National Presto Industries,
      Inc. ..........................           800         28,400
    Pittston Brink's Group...........         1,300         28,600
    Procter & Gamble Co. ............        18,100      1,983,080
    RJ Reynolds Tobacco Holdings.....         4,200         74,025
    Shaw Industries, Inc. ...........         5,100         78,731
    Sotheby's Holdings, Inc. Cl-A....         3,400        102,000
    Stewart Enterprises, Inc. .......         8,900         42,275
    Universal Corp. .................         1,800         41,063
    WestPoint Stevens, Inc. .........         2,300         40,250
                                                      ------------
                                                         4,598,094
                                                      ------------
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
CONTAINERS & PACKAGING -- 0.1%
    Bemis Co., Inc. .................         2,700   $     94,163
    Owens Illinois, Inc.*............         3,700         92,731
    Sealed Air Corp.*................         2,400        124,349
    Sonoco Products Co. .............         3,910         88,953
                                                      ------------
                                                           400,196
                                                      ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 3.3%
    Altera Corp.*....................        12,000        594,750
    American Power Conversion
      Corp.*.........................         8,800        232,100
    Analog Devices, Inc.*............         9,633        895,868
    Arrow Electronics, Inc.*.........         5,600        142,100
    Diebold, Inc. ...................         2,700         63,450
    Emerson Electric Co. ............         6,000        344,250
    General Electric Co. ............        44,200      6,839,949
    Hitachi Ltd. [ADR]...............         3,400        550,375
    Hubbell, Inc. Cl-B...............         2,500         68,125
    Koninklijke (Royal) Philips
      Electronics NV NY Reg. ........         5,888        794,880
    Linear Technology Corp. .........         6,000        429,375
    Molex, Inc. .....................         6,475        367,052
    PerkinElmer, Inc. ...............         3,000        125,063
    Rockwell International Corp. ....         3,000        143,625
    Sanmina Corp.*...................         2,200        219,725
    SCI Systems, Inc.*...............         2,200        180,813
    Solectron Corp.*.................         6,100        580,263
    Symbol Technologies, Inc. .......         2,962        188,272
    Tandy Corp. .....................         4,800        236,100
    Teleflex, Inc. ..................         1,800         56,363
    Teradyne, Inc.*..................         6,200        409,200
    Texas Instruments, Inc. .........        11,000      1,065,624
    Varian Medical Systems, Inc. ....         1,900         56,644
    Varian Semiconductor Equipment
      Associates, Inc.* .............         1,900         64,600
    Varian, Inc.*....................         1,900         42,750
                                                      ------------
                                                        14,691,316
                                                      ------------
ENTERTAINMENT & LEISURE -- 0.9%
    Brunswick Corp. .................         2,000         44,500
    Callaway Golf Co. ...............         2,200         38,913
    Carnival Corp. ..................         7,700        368,156
    Disney, (Walt) Co. ..............        28,392        830,465
    Harley-Davidson, Inc. ...........         5,900        377,969
    International Game Technology....         5,900        119,844
    Mandalay Resort Group*...........         5,000        100,625
    Mattel, Inc. ....................         4,100         53,813
    Mirage Resorts, Inc.*............         3,800         58,188
    Premier Parks, Inc.*.............         3,000         86,625
    Readers Digest Association,
      Inc. ..........................         4,100        119,925
    Time Warner, Inc. ...............        15,200      1,101,049
    Viacom, Inc. Cl-B*...............        10,000        604,375
                                                      ------------
                                                         3,904,447
                                                      ------------
</TABLE>

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
ENVIRONMENTAL SERVICES -- 0.1%
    Allied Waste Industries, Inc.*...         5,400         47,588
    Tetra Tech, Inc.*................         2,343         36,024
    Waste Management, Inc. ..........        12,959        222,732
                                                      ------------
                                                           306,344
                                                      ------------

FINANCIAL-BANK & TRUST -- 2.5%
    Astoria Financial Corp. .........         3,200   $     97,400
    Australia & New Zealand Banking
      Group Ltd. [ADR]...............         3,600        128,925
    Banco Bilbao Vizcaya [ADR].......        27,000        383,063
    Banco Frances SA [ADR]...........         5,060        119,859
    Bank of America Corp. ...........        22,360      1,122,192
    Bank of New York Co., Inc. ......         9,400        376,000
    Bank One Corp. ..................        15,634        501,264
    CCB Financial Corp. .............         2,000         87,125
    Charter One Financial, Inc. .....         6,237        119,283
    Chase Manhattan Corp. ...........        12,112        940,950
    City National Corp. .............         1,800         59,288
    Compass Bancshares, Inc. ........         4,500        100,406
    Dime Bancorp, Inc. ..............         5,100         77,138
    Fifth Third Bancorp..............         4,725        346,697
    First Security Corp. ............         8,287        211,577
    First Tennessee National
      Corp. .........................         5,400        153,900
    First Union Corp. ...............        12,608        413,699
    First Virginia Banks, Inc. ......         2,000         86,000
    Firstar Corp. ...................        17,693        373,765
    GreenPoint Financial Corp. ......         3,000         71,438
    Hibernia Corp. Cl-A..............         5,500         58,438
    Huntington Bancshares, Inc. .....         6,666        159,151
    KeyCorp. ........................         8,000        177,000
    Marshall & Ilsley Corp. .........         4,700        295,219
    MBNA Corp. ......................         9,500        258,875
    Mellon Financial Corp. ..........         8,800        299,750
    Mercantile Bankshares Corp. .....         3,300        105,394
    Morgan, (J.P.) & Co., Inc. ......         2,600        329,225
    National City Corp. .............         7,520        178,130
    North Fork Bancorporation,
      Inc. ..........................         4,400         77,000
    Northern Trust Corp. ............         5,000        265,000
    Old Kent Financial Corp. ........         4,935        174,576
    Pacific Century Financial
      Corp. .........................         3,900         72,881
    PNC Bank Corp. NA................         5,520        245,640
    Regions Financial Corp. .........         2,700         67,838
    Silicon Valley Bancshares*.......         1,400         69,300
    Southtrust Corp. ................         3,200        121,000
    State Street Boston Corp. .......         2,900        211,881
    Summit Bancorp...................         4,600        140,875
    SunTrust Banks, Inc. ............         3,648        251,028
    TCF Financial Corp. .............         4,700        116,913
    U.S. Bancorp.....................        11,659        277,630
    Union Planters Corp. ............         2,800        110,425
    Wells Fargo & Co. ...............        22,000        889,624
    Wilmington Trust Corp. ..........         1,900         91,675
    Zions Bancorp....................         2,700        159,806
                                                      ------------
                                                        10,974,243
                                                      ------------
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
FINANCIAL SERVICES -- 2.2%
    AMBAC Financial Group, Inc. .....         2,400   $    125,250
    American Express Co. ............         5,100        847,875
    Associates First Capital Corp.
      Cl-A...........................        12,228        335,506
    Bear Stearns Companies, Inc. ....         4,095        175,061
    Block, (H&R), Inc. ..............         3,000        131,250
    Capital One Financial Corp. .....         3,200        154,200
    Citigroup, Inc. .................        43,005      2,389,464
    Concord EFS, Inc.*...............         6,450        166,088
    Dun & Bradstreet Corp. ..........         3,600        106,200
    E*TRADE Group, Inc.*.............         9,000        235,125
    Echelon International Corp.*.....           846         19,458
    Edwards, (A.G.), Inc. ...........         3,350        107,409
    Fannie Mae.......................        14,000        874,125
    FINOVA Group, Inc. ..............         2,500         88,750
    Fleet Financial Group, Inc. .....        13,256        461,475
    Franklin Resources, Inc. ........         5,700        182,756
    Freddie Mac......................        10,600        498,863
    Golden West Financial Corp. .....         2,400         80,400
    Grupo Financiero Bancomer [ADR]
      144A...........................         1,400         11,375
    Household International, Inc. ...         5,900        219,775
    Merrill Lynch & Co., Inc. .......         3,900        325,650
    Morgan Stanley, Dean Witter &
      Co. ...........................         7,485      1,068,483
    Paine Webber Group, Inc. ........         5,800        225,113
    Providian Financial Corp. .......         1,500        136,594
    Schwab, (Charles) Corp. .........        13,950        535,331
    Waddell & Reed Financial, Inc.
      Cl-A...........................           261          7,080
    Waddell & Reed Financial, Inc.
      Cl-B...........................         1,116         28,040
    Washington Mutual, Inc. .........         5,750        149,500
                                                      ------------
                                                         9,686,196
                                                      ------------
FOOD -- 1.2%
    Albertson's, Inc. ...............         7,224        232,974
    Archer Daniels Midland Co. ......        11,887        144,873
    Bestfoods, Inc. .................         5,500        289,094
    Campbell Soup Co. ...............         7,800        301,763
    ConAgra, Inc. ...................         6,900        155,681
    Dean Foods Corp. ................         1,400         55,650
    Diageo PLC [ADR].................        11,047        353,503
    Dole Food Co. ...................         2,800         45,500
    Flowers Industries, Inc. ........         3,000         47,813
    General Mills, Inc. .............         5,000        178,750
    Heinz, (H.J.) Co. ...............         6,250        248,828
    Hershey Foods Corp. .............         3,100        147,250
    Hormel Foods Corp. ..............         3,000        121,875
    IBP, Inc. .......................         4,300         77,400
    Interstate Bakeries Corp. .......         3,000         54,375
    Kellogg Co. .....................         7,500        231,094
    Kroger Co.*......................        16,800        317,099
    Lance, Inc. .....................         3,200         32,000
    McCormick & Co., Inc. ...........         4,100        121,975
    Ralston Purina Group.............         9,000        250,875
    Safeway, Inc.*...................         6,060        215,509
</TABLE>

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
    Sara Lee Corp. ..................        12,400        273,575
    Smucker, (J.M.) Co. .............         1,600   $     31,200
    Starbucks Corp.*.................         7,500        181,875
    The Earthgrains Co. .............           592          9,546
    Tyson Foods, Inc. ...............         7,300        118,625
    U.S. Foodservice, Inc.*..........         4,200         70,350
    Unilever NV NY Reg. .............        13,407        729,843
    Universal Foods Corp. ...........         3,700         75,388
    Wrigley, (Wm., Jr.) Co. .........         1,300        107,819
                                                      ------------
                                                         5,222,102
                                                      ------------
FURNITURE -- 0.0%
    Leggett & Platt, Inc. ...........         8,700        186,506
                                                      ------------
HEALTHCARE SERVICES -- 0.6%
    Amgen, Inc.*.....................        18,400      1,105,149
    Apria Healthcare Group, Inc.*....         7,500        134,531
    Columbia HCA Healthcare Corp. ...        11,096        325,251
    Foundation Health Systems*.......         6,400         63,600
    Health Management Associates,
      Inc. Cl-A*.....................        12,050        161,169
    Healthsouth Corp.*...............         6,200         33,325
    IMS Health, Inc. ................         7,000        190,313
    LifePoint Hospitals, Inc.*.......           583          6,887
    McKesson HBOC, Inc. .............         2,600         58,663
    Oxford Health Plans, Inc.*.......         1,300         16,494
    PacifiCare Health Systems,
      Inc.*..........................         1,800         95,400
    Quorum Health Group, Inc.*.......         3,600         33,525
    Total Renal Care Holdings,
      Inc.*..........................         2,700         18,056
    Triad Hospitals, Inc.*...........           583          8,690
    United HealthCare Corp. .........         4,700        249,688
                                                      ------------
                                                         2,500,741
                                                      ------------
HOTELS & MOTELS -- 0.0%
    Hilton Hotels Corp. .............         2,945         28,346
    Marriott International, Inc.
      Cl-A...........................         3,000         94,687
                                                      ------------
                                                           123,033
                                                      ------------
INDUSTRIAL PRODUCTS -- 0.0%
    Kaydon Corp. ....................         2,200         58,988
                                                      ------------
INSURANCE -- 1.3%
    Aetna, Inc. .....................         3,302        184,293
    AFLAC, Inc. .....................         8,900        419,968
    Allmerica Financial Corp. .......         2,300        127,938
    Allstate Corp. ..................        10,600        254,400
    American Financial Group,
      Inc. ..........................         3,200         84,400
    American General Corp. ..........         3,500        265,562
    American International Group,
      Inc. ..........................        20,020      2,164,662
    Chubb Corp. .....................         3,300        185,831
    CIGNA Corp. .....................         3,900        314,193
    Conseco, Inc. ...................         5,691        101,727
    HSB Group, Inc. .................         1,650         55,791
    Lincoln National Corp. ..........         3,400        136,000
    Loews Corp. .....................         3,000        182,063
    Marsh & McLennan Companies,
      Inc............................         3,500        334,905
    Old Republic International
      Corp. .........................         7,300         99,463
    Progressive Corp. ...............         1,400        102,375
    ReliaStar Financial Corp. .......         3,000        117,563
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
    Selective Insurance Group,
      Inc. ..........................         4,500   $     77,344
    The Hartford Financial Services
      Group, Inc. ...................         3,000        142,125
    Torchmark Corp. .................         4,600        133,688
    Transatlantic Holdings, Inc. ....         1,050         81,966
    Unitrin, Inc. ...................         2,800        105,350
    UNUM Corp. ......................         7,777        249,350
                                                      ------------
                                                         5,920,957
                                                      ------------
LUMBER & WOOD PRODUCTS -- 0.0%
    Deltic Timber Corp. .............           342          7,481
    Rayonier, Inc. ..................         1,600         77,300
                                                      ------------
                                                            84,781
                                                      ------------
MACHINERY & EQUIPMENT -- 0.5%
    AGCO Corp. ......................         2,100         28,219
    Black & Decker Corp. ............         2,700        141,075
    Caterpillar, Inc. ...............         6,700        315,319
    Danaher Corp. ...................         4,500        217,125
    Deere & Co. .....................         4,000        173,500
    Federal Signal Corp. ............         3,600         57,825
    Flowserve Corp. .................         2,900         49,300
    Gencorp, Inc. ...................         2,800         27,650
    Illinois Tool Works, Inc. .......         5,339        360,715
    Ingersoll-Rand Co. ..............         2,000        110,125
    Kennametal, Inc. ................         1,200         40,350
    Nordson Corp. ...................         1,000         48,250
    Pall Corp. ......................         4,000         86,250
    Precision Castparts Corp. .......         1,400         36,750
    Sequa Corp. Cl-A*................         1,200         64,725
    Smith International, Inc.*.......         2,000         99,375
    Tecumseh Products Co. Cl-A.......         1,400         66,063
    Thermo Electron Corp.*...........         6,300         94,500
    Weatherford International,
      Inc.*..........................         2,320         92,655
                                                      ------------
                                                         2,109,771
                                                      ------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.1%
    Abbott Laboratories..............        21,700        787,980
    Baxter International, Inc. ......         4,800        301,500
    Beckman Coulter, Inc. ...........         2,100        106,838
    Becton Dickinson & Co. ..........         4,000        107,000
    Bergen Brunswig Corp. Cl-A.......         3,800         31,588
    Boston Scientific Corp.*.........         8,400        183,750
    Forest Laboratories, Inc.*.......         3,400        208,888
    Genzyme Corp.*...................         2,100         94,500
    Genzyme Surgical Products*.......           375          2,180
    Genzyme Tissue Repair*...........            63            181
    Guidant Corp. ...................         6,400        300,800
    Hillenbrand Industries, Inc. ....         2,700         85,556
    Johnson & Johnson Co. ...........        19,005      1,769,840
    Medtronic, Inc. .................        15,000        546,563
    STERIS Corp.*....................         4,000         41,250
    Stryker Corp. ...................         3,400        236,725
    Sybron International Corp.*......         3,700         91,344
    VISX, Inc.*......................         2,400        124,200
                                                      ------------
                                                         5,020,683
                                                      ------------
</TABLE>

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
METALS & MINING -- 0.3%
    Alcoa, Inc. .....................         7,800   $    647,399
    Barrick Gold Corp. ..............         7,000        123,813
    Brush Wellman, Inc. .............         2,400         40,350
    Carpenter Technology Corp. ......         2,200         60,363
    Nucor Corp. .....................         2,800        153,475
    Placer Dome, Inc. ...............         9,900        106,425
                                                      ------------
                                                         1,131,825
                                                      ------------
OFFICE EQUIPMENT -- 0.2%
    Herman Miller, Inc. .............         3,900         89,700
    Ikon Office Solutions, Inc. .....         6,800         46,325
    Office Depot, Inc.*..............        11,550        126,328
    Pitney Bowes, Inc. ..............         4,900        236,730
    Standard Register Co. ...........         2,700         52,313
    Staples, Inc.*...................         8,325        172,744
    Wallace Computer Service,
      Inc. ..........................         2,900         48,213
    Xerox Corp. .....................        10,400        235,950
                                                      ------------
                                                         1,008,303
                                                      ------------
OIL & GAS -- 3.5%
    Amerada Hess Corp. ..............         4,700        266,725
    Anadarko Petroleum Corp. ........         2,800         95,550
    Apache Corp. ....................         1,600         59,100
    Atlantic Richfield Co. ..........         4,900        423,850
    BJ Services Co.*.................         9,000        376,313
    BP Amoco PLC [ADR]...............        12,200        723,613
    Chevron Corp. ...................         7,400        641,025
    Conoco, Inc. Cl-B................         8,670        215,666
    Devon Energy Corp. ..............         2,800         92,050
    El Paso Energy Corp. ............        10,500        407,531
    ENI Co. SPA [ADR]................         5,500        303,188
    Ensco International, Inc. .......         5,500        125,813
    Exxon Mobil Corp. ...............        43,532      3,507,046
    Global Marine, Inc.*.............         8,700        144,638
    Halliburton Co. .................         7,700        309,925
    Helmerich & Payne, Inc. .........         1,800         39,263
    Keyspan Corp. ...................         6,300        146,081
    MCN Energy Group, Inc. ..........         3,600         85,500
    Murphy Oil Corp. ................         2,400        137,700
    Nabors Industries, Inc.*.........         4,300        133,031
    National Fuel Gas Co. ...........         2,600        120,900
    Nicor, Inc. .....................         3,000         97,500
    Noble Affiliates, Inc. ..........         2,500         53,594
    Noble Drilling Corp.*............         3,300        108,075
    Occidental Petroleum Corp. ......         9,600        207,600
    Phillips Petroleum Co. ..........         4,000        188,000
    Ranger Oil Ltd.*.................         7,800         24,375
    Repsol SA [ADR]..................         9,000        209,250
    Royal Dutch Petroleum Co. .......        46,000      2,780,124
    Schlumberger Ltd. ...............         9,500        534,375
    Shell Transport & Trading Co.
      [ADR]..........................        15,700        773,224
    Texaco, Inc. ....................         6,200        336,738
    Tidewater, Inc. .................         2,700         97,200
    Tosco Corp. .....................         5,900        160,406
    Total SA [ADR]...................         7,707        533,710
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
    Transocean Sedco Forex, Inc.*....         4,639   $    151,644
    Ultramar Diamond Shamrock
      Corp. .........................         3,900         88,481
    Union Pacific Resources Group,
      Inc. ..........................         5,509         70,240
    Unocal Corp. ....................         5,200        174,525
    USX-Marathon Group, Inc. ........         5,400        133,313
    Valero Energy Corp. .............         3,800         75,525
    Washington Gas Light Co. ........         3,100         85,250
    Williams Companies, Inc. ........        10,198        311,676
                                                      ------------
                                                        15,549,333
                                                      ------------
PAPER & FOREST PRODUCTS -- 0.4%
    Bowater, Inc. ...................         2,200        119,488
    Consolidated Papers, Inc. .......         4,600        146,338
    Fort James Corp. ................         7,000        191,625
    Georgia Pacific Group............         3,000        152,250
    Georgia-Pacific Timber Group.....         3,100         76,338
    Glatfelter, (P.H.) Co. ..........         2,600         37,863
    International Paper Co. .........         5,000        282,188
    Kimberly-Clark Corp. ............         9,700        632,924
    Wausau-Mosinee Paper Corp. ......         3,700         43,244
    Weyerhaeuser Co. ................         4,500        323,155
                                                      ------------
                                                         2,005,413
                                                      ------------
PERSONAL SERVICES -- 0.1%
    Cendant Corp.*...................         9,168        243,525
    Service Corp. International......         5,300         36,769
                                                      ------------
                                                           280,294
                                                      ------------
PHARMACEUTICALS -- 2.8%
    American Home Products Corp. ....        18,400        725,650
    AstraZeneca Group PLC [ADR]......        12,000        501,000
    Biogen, Inc.*....................         6,000        507,000
    Bristol-Meyers Squibb Co. .......        26,600      1,707,387
    Carter-Wallace, Inc. ............         3,900         69,956
    Chiron Corp.*....................         7,600        322,050
    Genzyme-Molecular Oncology*......           226          1,582
    Gilead Sciences, Inc. ...........         1,700         92,013
    Glaxo Wellcome PLC [ADR].........         8,900        497,288
    ICN Pharmaceuticals, Inc. .......         2,700         68,344
    Ivax Corp.*......................         7,400        190,550
    Lilly, (Eli) & Co. ..............        14,200        944,300
    MedImmune, Inc.*.................         2,100        348,338
    Merck & Co., Inc. ...............        31,500      2,112,468
    Mylan Laboratories, Inc. ........         5,100        128,456
    Omnicare, Inc. ..................         3,800         45,600
    Perrigo Co.*.....................         8,400         67,200
    Pfizer, Inc. ....................        51,900      1,683,505
    Pharmacia & Upjohn, Inc. ........         7,500        337,500
    Schering-Plough Corp. ...........        18,800        793,125
    Warner-Lambert Co. ..............        11,400        934,088
    Waters Corp.*....................         2,400        127,200
    Watson Pharmaceuticals, Inc.*....         3,400        121,763
                                                      ------------
                                                        12,326,363
                                                      ------------
PRINTING & PUBLISHING -- 0.4%
    Banta Corp. .....................         2,900         65,431
    Belo, (A.H.) Corp. Cl-A..........         3,400         64,813
</TABLE>

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
    Donnelley, (R.R.) & Sons Co. ....         2,600   $     64,513
    Gannett Co., Inc. ...............         5,200        424,125
    Lexmark International Group, Inc.
      Cl-A*..........................         4,800        434,399
    McGraw-Hill Co., Inc. ...........         5,800        357,425
    Tribune Co. .....................         4,200        231,263
    Washington Post Co. Cl-B.........           400        222,350
    Workflow Management, Inc.*.......           286          8,133
                                                      ------------
                                                         1,872,452
                                                      ------------
RAILROADS -- 0.2%
    Burlington Northern Santa Fe
      Corp. .........................         5,100        123,675
    Kansas City Southern Industries,
      Inc. ..........................         5,400        402,975
    Norfolk Southern Corp. ..........         6,000        123,000
    Trinity Industries, Inc. ........         2,700         76,781
    Union Pacific Corp. .............         3,000        130,875
                                                      ------------
                                                           857,306
                                                      ------------
RESTAURANTS -- 0.3%
    Brinker International, Inc.*.....         7,300        175,200
    CBRL Group, Inc. ................         2,700         26,198
    Darden Restaurants, Inc. ........         6,500        117,813
    McDonald's Corp. ................        16,200        653,062
    Outback Steakhouse, Inc.*........         3,600         93,375
    Tricon Global Restaurants,
      Inc.*..........................         1,480         57,165
                                                      ------------
                                                         1,122,813
                                                      ------------
RETAIL & MERCHANDISING -- 2.5%
    Barnes & Noble, Inc.*............         3,400         70,125
    Bed, Bath & Beyond, Inc.*........         5,200        180,700
    Best Buy Co., Inc.*..............         7,000        351,313
    BJ's Wholesale Club, Inc.*.......         4,000        146,000
    Circuit City Stores, Inc. .......         4,000        180,250
    Costco Companies, Inc.*..........         3,900        355,875
    CVS Corp. .......................         6,500        259,594
    Dayton-Hudson Corp. .............         7,400        543,437
    Dollar General Corp. ............         4,393         99,941
    Family Dollar Stores, Inc. ......         7,400        120,713
    Federated Department Stores,
      Inc.*..........................         3,500        176,969
    Gap, Inc. .......................        12,037        553,701
    Home Depot, Inc. ................        28,800      1,974,599
    Kohl's Corp.*....................         5,600        404,250
    Lands' End, Inc.*................         3,000        104,250
    May Department Stores Co. .......         5,850        188,663
    Micro Warehouse, Inc.*...........         2,600         48,100
    Nordstrom, Inc. .................         1,900         49,756
    Penney, (J.C.) Co., Inc. ........         3,500         69,781
    Rite Aid Corp. ..................         2,600         29,088
    Saks, Inc.*......................         5,200         80,925
    School Specialty, Inc.*..........           238          3,600
    Sears, Roebuck & Co. ............         4,800        146,100
    Tiffany & Co. ...................         4,000        357,000
    TJX Companies, Inc. .............         5,600        114,450
    Toys 'R' Us, Inc.*...............         6,920         99,043
    U.S. Office Products Co.*........           537          1,754
    Wal-Mart Stores, Inc. ...........        55,200      3,815,699
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
    Walgreen Co. ....................        15,400   $    450,450
    Warnaco Group*...................         2,600         32,013
                                                      ------------
                                                        11,008,139
                                                      ------------
SEMICONDUCTORS -- 1.7%
    Applied Materials, Inc.*.........         6,600        836,138
    Atmel Corp.*.....................         9,200        271,975
    Intel Corp. .....................        45,800      3,769,912
    LSI Logic Corp.*.................         2,000        135,000
    Maxim Integrated Products,
      Inc.*..........................         9,000        424,688
    Motorola, Inc. ..................         8,100      1,192,724
    Xilinx, Inc.*....................        19,600        891,188
                                                      ------------
                                                         7,521,625
                                                      ------------
TELECOMMUNICATIONS -- 6.7%
    ADC Telecommunications, Inc.*....         4,400        319,275
    Alltel Corp. ....................         4,908        405,830
    AT&T Corp. ......................        37,631      1,909,773
    Bell Atlantic Corp. .............        20,514      1,262,893
    BellSouth Corp. .................        25,400      1,189,038
    British Telecommunications PLC
      [ADR]..........................         3,200        761,600
    BroadWing, Inc. .................         4,300        158,563
    Cable & Wireless
      Communications.................         9,245        269,261
    CenturyTel, Inc. ................         6,300        298,463
    Cia de Telecomunicaciones de
      Chile SA [ADR].................         7,800        142,350
    Comcast Corp. Cl-A...............        14,000        703,500
    Cox Communications, Inc. Cl-A*...         2,373        122,210
    Deutsche Telekom AG [ADR]........        12,400        880,400
    Ericsson, (L.M.) Telephone Co.
      [ADR]..........................         9,600        630,600
    France Telecom SA [ADR]..........         5,900        787,650
    GTE Corp. .......................        14,100        994,931
    Leap Wireless International,
      Inc.*..........................           400         31,400
    Lucent Technologies, Inc. .......        40,465      3,027,287
    MCI WorldCom, Inc.*..............        37,046      1,965,727
    MediaOne Group, Inc.*............        11,100        852,619
    Nextel Communications, Inc.
      Cl-A*..........................         3,600        371,250
    Nokia Corp. Cl-A [ADR]...........         7,200      1,368,000
    Nortel Networks Corp. ...........        16,960      1,712,960
    QUALCOMM, Inc.*..................        14,400      2,537,999
    SBC Communications, Inc. ........        49,433      2,409,859
    Sprint Corp. (FON Group).........        12,400        834,675
    Sprint Corp. (PCS Group)*........         5,100        522,750
    Telecom Corp. of New Zealand Ltd.
      [ADR]..........................         1,700         65,450
    Telefonica SA [ADR]..............         5,091        401,234
    Telefonos de Mexico SA Cl-L
      [ADR]..........................         4,000        450,000
    Telephone & Data Systems,
      Inc. ..........................         2,500        315,000
    Tellabs, Inc.*...................         5,000        320,938
    U.S. West, Inc. .................         6,418        462,096
    Univision Communications,
      Inc.*..........................         3,500        357,656
    Vodafone AirTouch PLC [ADR]......        16,000        792,000
                                                      ------------
                                                        29,635,237
                                                      ------------
</TABLE>

<TABLE>
<CAPTION>
                                          SHARES         VALUE
                                          ------         -----
<S>                          <C>        <C>           <C>
TRANSPORTATION -- 0.1%
    Alexander & Baldwin, Inc. .......         2,500   $     57,031
    CNF Transportation, Inc. ........         2,200         75,900
    CSX Corp. .......................         3,000         94,125
    FDX Corp.*.......................         3,500        143,282
                                                      ------------
                                                           370,338
                                                      ------------
UTILITIES -- 1.3%
    AES Corp.*.......................         5,100        381,224
    Allegheny Energy, Inc. ..........         5,200        140,075
    American Electric Power Co.,
      Inc. ..........................         4,800        154,200
    American Water Works Co.,
      Inc. ..........................         3,400         72,250
    CMS Energy Corp. ................         3,900        121,631
    Consolidated Edison, Inc. .......         5,200        179,400
    Constellation Energy Group.......         2,700         78,300
    DPL, Inc. .......................         5,600         96,950
    Duke Energy Corp. ...............         6,100        305,763
    Edison International Co. ........         7,800        204,263
    Empresa Nacional de Electridad SA
      [ADR]..........................         8,230        116,763
    Empresa SA [ADR].................         7,600        153,425
    Energy East Corp. ...............         6,800        141,525
    Enersis SA [ADR].................         2,600         61,100
    Enron Corp. .....................        10,800        479,249
    Entergy Corp. ...................         6,200        159,650
    FirstEnergy Corp. ...............         7,300        165,619
    Florida Progress Corp. ..........         4,400        186,175
    FPL Group, Inc. .................         3,700        158,406
    Idacorp, Inc. ...................         2,600         69,713
    Illinova Corp. ..................         3,700        128,575
    IPALCO Enterprises, Inc. ........         4,800         81,900
    Kansas City Power & Light Co. ...         4,000         88,250
    LG&E Energy Corp. ...............         5,500         95,906
    MidAmerican Energy Holdings
      Co.*...........................         2,400         80,850
    New Century Energies, Inc. ......         3,895        118,311
    New England Electric Systems.....         2,600        134,550
    Niagara Mohawk Holdings, Inc.*...        10,000        139,375
    Nisource, Inc. ..................         4,600         82,225
    Oklahoma Gas & Electric Co. .....         2,900         55,100
    PG&E Corp. ......................         8,200        168,100
    Pinnacle West Capital Co. .......         3,000         91,688
    Potomac Electric Power Co. ......         4,900        112,394
    Public Service Co. of New
      Mexico.........................         1,900         30,875
    SCANA Corp. .....................         3,600         96,750
    Sierra Pacific Resources.........         4,000         69,250
    Southern Co. ....................        12,300        289,050
    Teco Energy, Inc. ...............         6,000        111,375
    Texas Utilities Co. .............         4,000        142,250
    Unicom Corp. ....................         4,200        140,700
    UtiliCorp United, Inc. ..........         3,450         67,059
    Wisconsin Energy Corp. ..........         5,200        100,100
                                                      ------------
                                                         5,850,314
                                                      ------------
TOTAL COMMON STOCK (Cost
  $123,296,461)......................                  215,506,232
                                                      ------------
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
PREFERRED STOCK -- 0.1%
TELECOMMUNICATIONS
    Telecomunicacoes Brasileiras SA
      1.55% [ADR]
    (Cost $322,497)..................       4,300   $    552,550
                                                    ------------
FOREIGN STOCK -- 12.1%
ADVERTISING -- 0.1%
    Asatsu-DK, Inc. -- (JPY).........       9,000        607,811
                                                    ------------
AEROSPACE -- 0.1%
    Mitsubishi Heavy Industries
      Ltd. -- (JPY)..................     138,000        460,585
                                                    ------------
AIRLINES -- 0.1%
    KLM Royal Dutch Airlines NV --
      (NLG)..........................       2,250         57,785
    Singapore Airlines
      Ltd. -- (SGD)..................      27,000        306,395
                                                    ------------
                                                         364,180
                                                    ------------
AUTOMOBILE MANUFACTURERS -- 0.3%
    DaimlerChrysler AG -- (DEM)......       5,300        415,822
    MAN AG -- (DEM)..................      10,000        375,164
    Rolls-Royce PLC -- (DEM).........      97,800        338,069
                                                    ------------
                                                       1,129,055
                                                    ------------
AUTOMOTIVE PARTS -- 0.1%
    Bridgestone Corp. -- (JPY).......      22,000        484,487
                                                    ------------
BEVERAGES -- 0.3%
    Bass PLC -- (GBP)................      33,300        414,448
    Lion Nathan Ltd. -- (NZD)........      50,000        116,256
    Louis Vuitton Moet Hennessy --
      (FRF)..........................       2,160        967,421
                                                    ------------
                                                       1,498,125
                                                    ------------
BROADCASTING -- 0.0%
    Publishing & Broadcasting Ltd. --
      (AUD)..........................      27,900        213,181
                                                    ------------
BUILDING MATERIALS -- 0.3%
    Blue Circle Industries PLC --
      (GBP)..........................      55,813        324,332
    Cemex SA de CV -- (MXP)*.........      21,600        120,823
    Heidelberger Zement AG --
      VVPR -- (DEM)..................         800             73
    Heidelberger Zement AG -- (DEM)..       4,600        356,733
    Holderbank Financiere Glarus AG
      Cl-B -- (CHF)..................         260        355,963
    Malayan Cement BHD -- (MYR)......      30,750          8,982
                                                    ------------
                                                       1,166,906
                                                    ------------
CHEMICALS -- 0.4%
    AKZO Nobel NV -- (NLG)...........       1,600         80,250
    BASF AG -- (DEM).................       8,000        418,169
    Bayer AG -- (DEM)................       7,600        361,285
    L'Air Liquide -- (FRF)...........       1,642        274,852
    Sumitomo Chemical Co. -- (JPY)...     142,000        667,123
                                                    ------------
                                                       1,801,679
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
CLOTHING & APPAREL -- 0.3%
    Benetton Group SPA -- (ITL)......      96,600   $    221,823
    Christian Dior SA -- (FRF).......       1,200        297,311
    Kuraray Co. Ltd. -- (JPY)........      47,000        476,118
    Yue Yuen Industrial Holdings --
      (HKD)..........................      95,000        227,311
                                                    ------------
                                                       1,222,563
                                                    ------------
CONGLOMERATES -- 0.6%
    Coles Myer Ltd. -- (AUD).........      35,100        181,442
    Cycle & Carriage Ltd. -- (SGD)...      15,000         46,382
    GKN PLC -- (GBP).................      35,500        559,096
    Hutchison Whampoa Ltd. --
      (HKD)..........................      64,000        930,339
    Mitsui & Co. Ltd. -- (JPY).......      90,000        629,833
    Tomkins PLC -- (GBP).............      89,300        288,493
    Valmet-Rauma Oyj -- (FIM)........       4,000         51,969
                                                    ------------
                                                       2,687,554
                                                    ------------
CONSTRUCTION -- 0.1%
    Compagnie Francaise d'Etudes et
      de Construction
      Technip -- (FRF)...............       3,300        338,342
    Matsushita Electric Works Ltd. --
      (JPY)..........................      24,000        237,252
                                                    ------------
                                                         575,594
                                                    ------------
CONSUMER PRODUCTS & SERVICES -- 0.3%
    JUSCO Co. -- (JPY)...............      21,000        366,066
    Kao Corp. -- (JPY)...............      26,000        741,804
    Orkla ASA Cl-A -- (NOK)..........       7,600        130,846
                                                    ------------
                                                       1,238,716
                                                    ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 1.2%
    Johnson Electric Holdings Ltd. --
      (HKD)..........................     187,200      1,201,683
    Mitsubishi Electric Corp. --
      (JPY)..........................      39,000        251,933
    Omron Corp. -- (JPY).............      24,000        554,370
    Schneider SA -- (FRF)............       4,200        329,731
    Sharp Corp. -- (JPY).............       9,000        230,351
    Siemens AG -- (DEM)..............       3,800        486,051
    Sony Corp. -- (JPY)..............       6,000      1,779,387
                                                    ------------
                                                       4,833,506
                                                    ------------
FINANCIAL-BANK & TRUST -- 2.0%
    Abbey National PLC -- (GBP)......      28,000        447,761
    ABN AMRO Holding NV -- (NLG).....      24,600        614,443
    Australia & New Zealand Banking
      Group Ltd. -- (AUD)............      16,300        118,668
    Banca Commerciale Italia NA --
      (ITL)..........................      61,000        331,755
    Bank of Scotland -- (GBP)........      31,808        369,418
    Bankgesellschaft Berlin AG --
      (DEM)..........................      10,050        167,011
    Barclays PLC -- (GBP)............      26,291        756,777
    DBS Groupo Holdings -- (SGD)*....      20,236        331,698
    Deutsche Bank AG -- (DEM)........       9,300        787,255
    Dresdner Bank AG -- (DEM)........      12,200        662,282
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    HSBC Holdings PLC -- (GBP).......      54,969   $    766,270
    ING Groep NV -- (NLG)............      11,753        709,512
    KBC Bancassurance Holdings NV --
      (BEF)..........................       5,300        285,578
    Oversea-Chinese Banking Corp.
      Ltd. -- (SGD)*.................      26,250        241,144
    Sumitomo Bank Ltd. -- (JPY)......      34,000        465,557
    Svenska Handlesbanken Cl-A --
      (SEK)..........................      21,900        275,423
    Toronto-Dominion Bank -- (CAD)...       8,200        222,397
    UBS AG -- (CHF)..................       3,631        980,549
    Westpac Banking Corp. Ltd. --
      (AUD)..........................      10,000         69,031
                                                    ------------
                                                       8,602,529
                                                    ------------
FINANCIAL SERVICES -- 0.3%
    Holding di Partecipazioni
      Industriali SPA -- (ITL).......      45,000         45,322
    Mediobanca SPA -- (ITL)..........      32,600        332,599
    Societe Generale -- (FRF)........       3,367        783,339
    Unidanmark AS Cl-A -- (DKK)......       4,500        316,379
                                                    ------------
                                                       1,477,639
                                                    ------------
FOOD -- 0.5%
    Associated British Foods PLC --
      (GBP)..........................      33,800        186,995
    Cadbury Schweppes PLC -- (GBP)...      19,800        119,616
    CSM NV -- (NLG)..................       4,800        102,488
    Danisco AS -- (DKK)..............       4,000        155,756
    Eridania Beghin-Say
      SA -- (FRF)....................       1,800        193,615
    Huhtamaki Co. -- (FIM)...........       1,500         50,760
    Nestle SA -- (CHF)...............         471        862,844
    Tesco PLC -- (GBP)...............     172,529        524,627
                                                    ------------
                                                       2,196,701
                                                    ------------
HOTELS & MOTELS -- 0.1%
    Accor SA -- (FRF)................       9,000        434,817
                                                    ------------
INDUSTRIAL PRODUCTS -- 0.0%
    Pacific Dunlop Ltd. -- (AUD).....      70,100         99,296
                                                    ------------
INSURANCE -- 0.8%
    Allied Zurich PLC -- (CHF).......      44,000        518,479
    Assurances Generales de France --
      (FRF)..........................       4,300        232,994
    AXA Colonia Konzern AG --
      (DEM)..........................       5,400        523,195
    AXA SA -- (FRF)..................       4,600        641,192
    Instituto Nazionale delle
      Assicurazioni -- (ITL).........     127,100        336,663
    Royal & Sun Alliance Insurance
      Group PLC -- (GBP).............      57,636        438,967
    Schweizerische
      Rueckversicherungs-
      Gesellschaft-- (DEM)...........         262        538,216
    Sumitomo Marine & Fire Insurance
      Co. -- (JPY)...................      88,000        542,625
                                                    ------------
                                                       3,772,331
                                                    ------------
MACHINERY & EQUIPMENT -- 0.0%
    SIG Holding AG -- (CHF)..........         280        167,054
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
MEDICAL SUPPLIES & EQUIPMENT -- 0.2%
    Smith and Nephew PLC -- (GBP)....      98,000   $    329,263
    Terumo Corp. -- (JPY)............      26,000        694,724
                                                    ------------
                                                       1,023,987
                                                    ------------
METALS & MINING -- 0.0%
    Lonrho Africa PLC -- (GBP).......       6,497          3,253
    Rio Tinto Ltd. -- (AUD)..........       9,300        199,929
                                                    ------------
                                                         203,182
                                                    ------------
OFFICE EQUIPMENT -- 0.3%
    Canon, Inc. -- (JPY).............      21,000        834,492
    Ricoh Co. Ltd. -- (JPY)..........      25,000        471,273
                                                    ------------
                                                       1,305,765
                                                    ------------
OIL & GAS -- 0.1%
    Santos Ltd. -- (AUD).............      32,000         87,250
    Total Fina SA Cl-B -- (FRF)......       3,496        466,532
                                                    ------------
                                                         553,782
                                                    ------------
PAPER & FOREST PRODUCTS -- 0.1%
    Bobst SA -- (CHF)................         160        192,928
    Kimberly-Clark de Mexico SA
      Cl-A -- (MXP)..................      67,500        259,315
    Svenska Cellulosa AB Cl-B --
      (SEK)..........................       3,500        103,667
                                                    ------------
                                                         555,910
                                                    ------------
PHARMACEUTICALS -- 0.8%
    Altana AG -- (DEM)...............       2,100        138,534
    AstraZeneca Group PLC -- (GBP)...       7,398        306,876
    Daiichi Pharmaceutical Co.
      Ltd. -- (JPY)..................      26,000        338,201
    Gehe AG -- (DEM).................      11,550        447,855
    Novartis AG -- (CHF).............         749      1,099,769
    Rhone-Poulenc Cl-A -- (FRF)......       5,400        313,808
    Takeda Chemical Industries --
      (JPY)..........................      16,000        790,838
    Takkt AG -- (DEM)*...............      11,550         75,612
                                                    ------------
                                                       3,511,493
                                                    ------------
PRINTING & PUBLISHING -- 0.5%
    Dai Nippon Printing Co. Ltd. --
      (JPY)..........................      40,000        638,152
    Elsevier NV -- (NLG).............      12,000        143,338
    Pearson PLC -- (GBP).............      25,600        828,688
    Singapore Press Holdings Ltd. --
      (SGD)..........................      11,000        238,427
    Wolters Klumer -- (NLG)..........      12,000        406,083
                                                    ------------
                                                       2,254,688
                                                    ------------
RAILROADS -- 0.1%
    Railtrack Group PLC -- (GBP).....      21,000        352,782
                                                    ------------
REAL ESTATE -- 0.2%
    Cheung Kong Holdings Ltd. --
      (HKD)..........................      38,000        482,730
    City Developments
      Ltd. -- (SGD)..................      11,000         64,395
    DBS Land Ltd. -- (SGD)...........      33,000         64,989
    Singapore Land Ltd. -- (SGD).....      25,000         65,746
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    Slough Estates PLC -- (GBP)......      45,500   $    259,809
    Westfield Trust -- (AUD).........      41,300         81,131
                                                    ------------
                                                       1,018,800
                                                    ------------
RETAIL & MERCHANDISING -- 0.3%
    Carrefour Supermarche SA --
      (FRF)..........................         900        165,968
    Mauri Co. Ltd. -- (JPY)..........      39,000        582,500
    Pinault-Printemps Redoute SA --
      (FRF)..........................       3,000        791,621
                                                    ------------
                                                       1,540,089
                                                    ------------
TELECOMMUNICATIONS -- 0.7%
    AT&T Canada -- (CAD) 144A*.......         342          8,569
    Carso Global Telecom -- (MXP)*...      12,200        113,824
    Nippon Telegraph & Telephone
      Corp. -- (JPY).................          60      1,027,698
    Singapore Telecommunications
      Ltd. -- (SGD)..................     112,000        231,330
    Telecom Corp. of New Zealand
      Ltd. -- (NZD)..................      22,000        103,455
    Telecom Italia Mobile SPA --
      (ITL)..........................      75,000        837,698
    Telecom Italia SPA -- (ITL)......      41,666        587,495
    Telekom Malaysia BHD -- (MYR)....         100            387
                                                    ------------
                                                       2,910,456
                                                    ------------
TRANSPORTATION -- 0.3%
    BAA PLC -- (GBP).................      51,075        358,881
    BG Group PLC -- (GBP)............      37,777        244,085
    Nippon Express Co. Ltd. --
      (JPY)..........................      99,000        547,470
                                                    ------------
                                                       1,150,436
                                                    ------------
UTILITIES -- 0.6%
    ABB AG -- (CHF)*.................       4,798        586,831
    Electrabel SA -- (BEF)...........         720        235,673
    Hong Kong Electric Holdings
      Ltd. -- (HKD)..................      30,000         93,780
    PowerGen PLC -- (GBP)............      21,300        153,106
    Tokyo Electric Power Co. --
      (JPY)..........................      27,000        724,088
    United Utilities PLC -- (GBP)....      44,200        459,435
    Veba AG -- (DEM).................       9,300        454,275
                                                    ------------
                                                       2,707,188
                                                    ------------
TOTAL FOREIGN STOCK
  (Cost $40,998,040).................                 54,122,867
                                                    ------------
                                          PAR
                                         (000)         VALUE
                                       ----------   ------------
CORPORATE OBLIGATIONS -- 11.2%
AEROSPACE -- 0.3%
    Boeing Co.
      6.35%, 06/15/03................  $      120   $    117,150
    Dyncorp, Inc.
      9.50%, 03/01/07................         300        268,500
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    Raytheon Co.
      6.50%, 07/15/05................  $    1,000   $    932,500
                                                    ------------
                                                       1,318,150
                                                    ------------
AUTOMOTIVE PARTS -- 0.2%
    Hayes Lemmerz International, Inc.
      8.25%, 12/15/08................         250        230,000
    Lear Corp.
      8.11%, 05/15/09 144A...........         300        283,875
    Safelite Glass Corp. Cl-B
      9.875%, 12/15/06...............         200         11,000
    Venture Holdings Trust
      9.50%, 07/01/05................         300        280,875
                                                    ------------
                                                         805,750
                                                    ------------
BEVERAGES -- 0.2%
    Anheuser-Busch Companies, Inc.
      7.00%, 12/01/25................         150        133,500
    Seagram, (J.) & Sons Co.
      7.60%, 12/15/28................       1,000        941,250
                                                    ------------
                                                       1,074,750
                                                    ------------
BROADCASTING -- 0.4%
    Chancellor Media Corp.
      9.00%, 10/01/08................         250        260,625
      8.00%, 11/01/08................         175        175,875
    Chancellor Media Corp. L.A. Cl-B
      8.125%, 12/15/07...............         175        175,438
    Charter Communications Holdings
      LLC
      8.25%, 04/01/07................         600        556,500
    United International Holdings,
      Inc. Cl-B [STEP]
      11.458%, 02/15/08..............         575        368,000
    Young Broadcasting, Inc.
      10.125%, 02/15/05..............         150        153,000
                                                    ------------
                                                       1,689,438
                                                    ------------
BUILDING MATERIALS -- 0.2%
    American Builders & Contractors
      Supply Co., Inc. Cl-B
      10.625%, 05/15/07..............         300        270,000
    American Standard, Inc.
      9.25%, 12/01/16................          15         15,000
    Associated Materials, Inc.
      9.25%, 03/01/08................         350        346,063
    Koppers Industry, Inc.
      9.875%, 12/01/07...............          75         68,250
                                                    ------------
                                                         699,313
                                                    ------------
BUSINESS SERVICES -- 0.2%
    Intermedia Communications, Inc.
      Cl-B
      8.60%, 06/01/08................         250        231,250
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    Iron Mountain, Inc.
      8.75%, 09/30/09................  $      125   $    120,938
    NEXTLINK Communications, Inc.
      12.50%, 04/15/06...............         125        134,063
      6.034%, 06/01/09 [STEP]........         700        437,499
                                                    ------------
                                                         923,750
                                                    ------------
CABLE TELEVISION -- 0.4%
    Classic Cable, Inc.
      9.375%, 08/01/09...............         500        495,000
    Mediacom LLC Capital Corp.
      7.87%, 02/15/11................         600        531,000
    Northland Cable Television, Inc.
      10.25%, 11/15/07...............         250        251,875
    Pegasus Communications Corp. Cl-B
      9.62%, 10/15/05................         250        253,750
    Rogers Cablesystems of America,
      Inc. Cl-B
      10.00%, 03/15/05...............         125        135,625
                                                    ------------
                                                       1,667,250
                                                    ------------
CHEMICALS -- 0.2%
    American Pacific Corp. 144A
      9.25%, 03/01/05................         300        302,625
    Lyondell Chemical Co.
      10.875%, 05/01/09..............         200        208,000
    Sovereign Specialty Chemicals
      Cl-B
      9.50%, 08/01/07................         250        248,750
                                                    ------------
                                                         759,375
                                                    ------------
CLOTHING & APPAREL -- 0.1%
    Delta Mills, Inc.
      9.625%, 09/01/07...............          75         52,500
    Dyersburg Corp. Cl-B
      9.75%, 09/01/07................         175         69,125
    Westpoint Stevens, Inc.
      7.875%, 06/15/08...............         600        540,000
                                                    ------------
                                                         661,625
                                                    ------------
COMPUTER SERVICES & SOFTWARE -- 0.1%
    Exodus Communications, Inc. 144A
      11.25%, 12/15/09...............         250        255,625
    Verio, Inc.
      10.375%, 04/01/05..............         150        152,438
                                                    ------------
                                                         408,063
                                                    ------------
CONSTRUCTION -- 0.0%
    Newport News Shipbuilding, Inc.
      8.625%, 12/01/06...............         150        149,438
                                                    ------------
CONSUMER PRODUCTS & SERVICES -- 0.4%
    Anchor Advanced Products, Inc.
      11.75%, 04/01/04...............         600        516,000
    Chattem, Inc.
      12.75%, 06/15/04...............         350        373,625
    Group Maintenance America Corp.
      9.75%, 01/15/09................         300        298,500
    Herff Jones, Inc.
      11.00%, 08/15/05...............         250        267,188
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    Holmes Products Corp. Cl-B
      9.875%, 11/15/07...............  $      200   $    150,000
    Protection One Alarm, Inc. [STEP]
      13.625%, 06/30/05..............         100         63,500
                                                    ------------
                                                       1,668,813
                                                    ------------
CONTAINERS & PACKAGING -- 0.3%
    Consolidated Container Co. LLC
      144A
      10.125%, 07/15/09..............         300        305,250
    Container Corp. of America
      9.75%, 04/01/03................         150        154,125
      11.25%, 05/01/04...............         100        104,500
    Packaging Corp. of America, Inc.
      9.625%, 04/01/09...............         600        618,750
    U.S. Can Corp.
      10.125%, 10/15/06..............         150        156,000
                                                    ------------
                                                       1,338,625
                                                    ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.0%
    HCC Industries, Inc.
      10.75%, 05/15/07++.............         250        146,250
                                                    ------------
ENTERTAINMENT & LEISURE -- 1.0%
    Bally Total Fitness Holdings
      Corp. Series C
      9.875%, 10/15/07...............         225        218,813
    Cinemark USA, Inc. Cl-B
      8.50%, 08/01/08................         350        306,250
    Harrahs Operating Co., Inc.
      7.875%, 12/15/05...............         600        579,000
    Hollywood Park, Inc. Cl-B
      9.25%, 02/15/07................         400        397,000
    Isle of Capri Casinos
      8.75%, 04/15/09................         650        601,249
    Mohegan Tribal Gaming Authority
      8.125%, 01/01/06...............         500        491,250
    Park Place Entertainment, Inc.
      7.875%, 12/15/05...............         600        576,000
    Premier Parks, Inc.
      9.75%, 06/15/07................         250        250,000
      9.402%, 04/01/08 [STEP]........         350        238,000
    Six Flags Entertainment Corp.
      8.875%, 04/01/06...............         175        170,625
    Time Warner Entertainment Co.
      7.25%, 09/01/08................         500        488,750
                                                    ------------
                                                       4,316,937
                                                    ------------
EQUIPMENT SERVICES -- 0.0%
    Coinmach Corp. Cl-D
      11.75%, 11/15/05...............         125        129,063
                                                    ------------
FINANCIAL-BANK & TRUST -- 0.3%
    Banesto Delaware
      8.25%, 07/28/02................          50         50,938
    Bank of America Corp.
      6.85%, 03/01/03................         150        148,500
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    Bank of Nova Scotia
      6.25%, 09/15/08................  $       50   $     45,375
    BankUnited Capital Trust Corp.
      Cl-B 144A
      10.25%, 12/31/26...............         250        245,624
    CoreStates Home Equity Trust
      Corp. Cl-A
      6.65%, 05/15/09................          30         30,119
    MBNA Corp.
      6.15%, 10/01/03................         450        429,187
    NationsBank Texas Corp.
      6.75%, 08/15/00................         150        150,188
    Provident Bank Corp.
      7.125%, 03/15/03...............         175        171,063
                                                    ------------
                                                       1,270,994
                                                    ------------
FINANCIAL SERVICES -- 0.8%
    American Express Master Trust
      7.60%, 08/15/02................         500        505,424
    Associates Corp. of North America
      7.70%, 03/15/00................          50         50,133
    Chrysler Financial Corp.
      8.46%, 01/19/00................         200        200,148
    Enhance Financial Services Group,
      Inc.
      6.75%, 03/01/03................         300        295,500
    Intertek Finance PLC Cl-B
      10.25%, 11/01/06...............         250        233,750
    Salomon Smith Barney Holdings,
      Inc.
      6.625%, 06/01/00...............         200        200,186
    Salomon, Inc.
      6.75%, 02/15/03................         500        493,125
    Simon Debartolo Group, Inc. L.P.
      7.00%, 07/15/09................         525        465,281
    USF&G Capital II Cl-B
      8.47%, 01/10/27................         500        481,875
    Wells Fargo & Co.
      6.25%, 04/15/08................         700        647,499
                                                    ------------
                                                       3,572,921
                                                    ------------
FOOD -- 0.4%
    B&G Foods, Inc.
      9.625%, 08/01/07...............         350        312,375
    Doane Pet Care Co.
      9.75%, 05/15/07................         359        351,820
    International Home Foods, Inc.
      10.375%, 11/01/06..............         600        621,000
    Mrs. Fields Original Cookies Co.
      10.125%, 12/01/04..............          25         20,406
    New World Pasta Co.
      9.25%, 02/15/09................         500        461,250
                                                    ------------
                                                       1,766,851
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
HEALTHCARE SERVICES -- 0.2%
    Quest Diagnostic, Inc.
      10.75%, 12/15/06...............  $      125   $    131,875
    Tenet Healthcare Corp.
      8.00%, 01/15/05................         600        579,000
                                                    ------------
                                                         710,875
                                                    ------------
HOTELS & MOTELS -- 0.2%
    Courtyard By Marriott
      10.75%, 02/01/08...............         150        147,000
    Host Marriott Travel Plaza Corp.
      Cl-B
      9.50%, 05/15/05................         600        623,250
                                                    ------------
                                                         770,250
                                                    ------------
INDUSTRIAL PRODUCTS -- 0.5%
    Fico [ZCB]
      13.226%, 04/06/03..............       1,000        802,953
    Holmes Products Corp. Series D
      9.875%, 11/15/07...............         250        187,500
    Luigino's, Inc.
      10.00%, 02/01/06...............         275        249,219
    Paragon Corp. Holdings, Inc. Cl-B
      9.625%, 04/01/08++.............          75         22,688
    Westinghouse Air Brake Co.
      9.375%, 06/15/05...............       1,000        995,000
                                                    ------------
                                                       2,257,360
                                                    ------------
INSURANCE -- 0.1%
    New York Life Insurance Co. 144A
      7.50%, 12/15/23................         420        369,075
                                                    ------------
MACHINERY & EQUIPMENT -- 0.1%
    Hawk Corp.
      10.25%, 12/01/03...............         600        582,000
                                                    ------------
MEDICAL SUPPLIES & EQUIPMENT -- 0.1%
    Dade International, Inc. Cl-B
      11.125%, 05/01/06..............         525        514,500
                                                    ------------
METALS & MINING -- 0.0%
    Freeport-McMoRan Resource
      Partners, Inc. L.P.
      7.00%, 02/15/08................         150        136,125
                                                    ------------
OFFICE EQUIPMENT -- 0.1%
    Global Imaging Systems, Inc.
      10.75%, 02/15/07...............         300        289,500
                                                    ------------
OIL & GAS -- 0.2%
    Frontier Oil Corp.
      11.75%, 11/15/09...............         250        246,250
    Nuevo Energy Co. 144A
      9.50%, 06/01/08................         600        600,750
    Pride Petroleum Services, Inc.
      9.375%, 05/01/07...............         250        250,625
                                                    ------------
                                                       1,097,625
                                                    ------------
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
PAPER & FOREST PRODUCTS -- 0.2%
    International Paper Co.
      6.875%, 04/15/29...............  $    1,000   $    866,250
    Repap New Brunswick Corp.
      9.00%, 06/01/04................          75         73,500
      11.50%, 06/01/04...............         150        156,375
                                                    ------------
                                                       1,096,125
                                                    ------------
PHARMACEUTICALS -- 0.0%
    Owens & Minor, Inc.
      10.875%, 06/01/06..............          75         77,250
                                                    ------------
PRINTING & PUBLISHING -- 0.2%
    Hollinger International
      Publishing Co.
      9.25%, 03/15/07................         600        595,500
    Sun Media Corp.
      9.50%, 05/15/07................         163        162,185
                                                    ------------
                                                         757,685
                                                    ------------
RESTAURANTS -- 0.0%
    McDonald's Corp.
      6.625%, 09/01/05...............         100         98,125
                                                    ------------
RETAIL & MERCHANDISING -- 0.3%
    Dayton Hudson Corp.
      5.875%, 11/01/08...............       1,500      1,346,250
    Wal-Mart Stores, Inc.
      7.25%, 06/01/13................          85         84,469
                                                    ------------
                                                       1,430,719
                                                    ------------
TELECOMMUNICATIONS -- 2.8%
    Adelphia Communications
      9.875%, 03/01/05...............         500        511,250
      7.875%, 05/01/09...............         100         90,250
    Alaska Communications Systems
      9.375%, 05/15/09...............         250        243,125
    AT&T Corp.
      6.50%, 03/15/29................       1,500      1,286,250
    Comcast Cable Communication, Inc.
      8.125%, 05/01/04...............         400        411,000
    Communication & Power Industries,
      Inc.
      12.00%, 08/01/05...............         250        207,500
    Energis PLC
      9.75%, 06/15/09................         600        630,000
    Frontiervision L.P.
      11.00%, 10/15/06...............         350        371,875
    Hermes Europe Railtel BV, Inc.
      10.375%, 01/15/09..............         250        248,750
    Intermedia Communications, Inc.
      9.50%, 03/01/09................         350        338,625
    International Wire Group, Inc.
      Cl-B
      11.75%, 06/01/05...............         350        362,250
    Lucent Technologies, Inc.
      6.90%, 07/15/01................         500        501,250
    Mastec, Inc.
      7.75%, 02/01/08................         250        243,750
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    Metromedia Fiber Network, Inc.
      Cl-B
      10.00%, 11/15/08...............  $      300   $    308,250
    MetroNet Communications Corp.
      [STEP]
      8.759%, 06/15/08...............         800        630,000
    Nextel Communications, Inc.
      [STEP]
      10.225%, 10/31/07..............         575        412,563
    NTL, Inc. Cl-B [STEP]
      10.534%, 04/01/08..............         900        627,750
    Orange PLC
      9.00%, 06/01/09................         600        637,500
    Price Communications Wireless,
      Inc. Cl-B
      9.125%, 12/15/06...............         350        358,750
    PSINet, Inc. Cl-B
      10.00%, 02/15/05...............         150        149,250
    Qwest Communications
      International, Inc.
      7.50%, 11/01/08................          75         73,031
    Sprint Capital Corp.
      6.125%, 11/15/08...............       1,000        906,250
    United Telecommunications, Inc.
      9.75%, 04/01/00................         250        251,875
    Voicestream Wireless Holdings
      144A
      10.375%, 11/15/09..............         600        616,500
    Worldcom, Inc.
      7.75%, 04/01/07................       1,500      1,528,124
                                                    ------------
                                                      11,945,718
                                                    ------------
TRANSPORTATION -- 0.1%
    Allied Holdings, Inc. Cl-B
      8.625%, 10/01/07...............         175        155,750
    Avis Rent A Car, Inc.
      11.00%, 05/01/09...............         300        317,250
    Union Tank Car Co.
      7.125%, 02/01/07...............         150        147,000
                                                    ------------
                                                         620,000
                                                    ------------
UTILITIES -- 0.6%
    Citizens Utilities Co.
      8.45%, 09/01/01................         335        342,956
    Energy Corp. of America Cl-A
      9.50%, 05/15/07................         250        182,500
    Entergy Louisiana, Inc.
      6.50%, 03/01/08................       1,000        911,249
    National Rural Utilities Corp.
      5.70%, 01/15/10................       1,000        872,500
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    Pacific Gas & Electric Co.
      6.75%, 12/01/00................  $      200   $    201,000
    Public Service Electric & Gas Co.
      7.00%, 09/01/24................         300        262,500
    Southern California Edison Corp.
      6.50%, 06/01/01................         100         99,625
                                                    ------------
                                                       2,872,330
                                                    ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $52,914,193).................                 49,992,618
                                                    ------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 9.0%
    Federal Farm Credit Bank
      5.86%, 03/03/06................       2,416      2,284,401
                                                    ------------
    Federal National Mortgage Assoc.
      5.25%, 01/15/09................       2,000      1,763,610
      7.00%, 04/18/22................       1,000        995,854
                                                    ------------
                                                       2,759,464
                                                    ------------
    Government National Mortgage
      Assoc.
      6.00%, 10/15/23-05/15/26.......       2,374      2,163,991
      6.50%, 02/15/24-05/29/29.......      21,747     20,470,647
      7.00%, 09/15/23-04/15/28.......       6,028      5,830,010
      7.50%, 06/15/24................       5,359      5,302,078
      8.00%, 05/15/16-06/15/26.......         527        532,474
      8.50%, 06/15/16-10/15/26.......         903        929,017
      9.50%, 10/15/09-03/15/19.......          18         19,099
      10.00%, 11/15/09...............           5          5,919
      10.50%, 08/15/15...............           4          4,135
      11.50%, 06/15/10-09/15/15......          45         50,661
      12.00%, 09/15/13-01/15/14......           3          3,032
                                                    ------------
                                                      35,311,063
                                                    ------------
    Tennessee Valley Authority
      6.875%, 12/15/43...............          40         35,950
      7.25%, 07/15/43................          20         18,875
                                                    ------------
                                                          54,825
                                                    ------------
    (Cost $42,274,503)...............                 40,409,753
                                                    ------------
U.S. TREASURY OBLIGATIONS -- 16.4%
    U.S. Treasury Bonds
      11.625%, 11/15/02..............         100        113,606
      7.125%, 02/15/23...............         240        249,859
      7.625%, 02/15/25...............         300        332,687
      6.875%, 08/15/25...............         300        305,616
      6.00%, 02/15/26................         100         91,527
      6.75%, 08/15/26................      11,325     11,379,725
      6.625%, 02/15/27...............       3,250      3,223,406
      5.50%, 08/15/28................       7,000      5,975,094
                                                    ------------
                                                      21,671,520
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)         VALUE
                                         -----         -----
<S>                                    <C>          <C>
    U.S. Treasury Notes
      6.875%, 03/31/00...............  $    3,473   $  3,485,459
      6.25%, 05/31/00................       2,100      2,069,677
      6.125%, 09/30/00-08/15/07......       2,150      2,101,911
      5.625%, 11/30/00-05/15/08......      28,375     27,211,380
      5.75%, 08/15/03................         665        651,603
      7.50%, 02/15/05................         250        260,819
      5.875%, 11/15/05...............      12,425     12,067,737
      6.50%, 10/15/06................       3,850      3,841,177
                                                    ------------
                                                      51,689,763
                                                    ------------
    (Cost $76,883,158)...............                 73,361,283
                                                    ------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 0.2%
    Advanta Home Equity Loan Trust
      1993-1 Cl-A2
      5.95%, 05/25/09
    (Cost $1,142,162)................       1,150      1,096,503
                                                    ------------
COMMERCIAL PAPER -- 1.7%
    Corporate Asset Funding Co.
      6.00%, 02/02/00+...............       5,000      4,972,889
    Dexia Finance Co.
      6.00%, 01/28/00+...............       2,000      1,991,000
    Harvard (Pres & Fellows of)
      University
      5.00%, 01/03/00................         818        817,773
                                                    ------------
    (Cost $7,782,106)................                  7,781,662
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                       PRINCIPAL
                                       IN LOCAL
                                       CURRENCY
                                         (000)
                                       ---------
<S>                                   <C>           <C>
FOREIGN BONDS -- 0.0%
OIL & GAS
    BG Transco Holdings PLC -- (GBP)
      7.05%, 12/14/09...............            5          8,127
      4.18%, 12/14/22...............            5          8,056
      7.00%, 12/16/24...............            5          7,847
                                                    ------------
    (Cost $28,978)..................                      24,030
                                                    ------------
</TABLE>

AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
                                        SHARES       VALUE
                                      ----------  -----------
<S>                                   <C>         <C>
SHORT-TERM INVESTMENTS -- 2.9%
    Temporary Investment Cash Fund
      (Cost $13,199,384)............  13,199,384  $13,199,384
                                                  -----------
TOTAL INVESTMENTS -- 101.9%
  (Cost $358,841,482)...............              456,046,882
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (1.9)%..................               (8,504,517)
                                                  -----------
NET ASSETS -- 100.0%................              $447,542,365
                                                  ===========
</TABLE>

--------------------------------------------------------------------------------
Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

+ Security is restricted as to resale and may not be resold except to qualified
  institutional buyers. At the end of the year, these securities amounted to
  1.6% of net assets.

++ Illiquid security. At the end of the year, these securities amounted to less
   than 0.1% of net assets.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 0.5% of net assets.

See Notes to Financial Statements.


AST PIMCO TOTAL RETURN BOND PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         PAR
                                        (000)          VALUE
                                        -----          -----
<S>                                   <C>          <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 25.4%
    Federal Home Loan Mortgage Corp.
      6.56%, 02/01/24...............  $      715   $      729,751
      8.25%, 08/01/17...............         212          215,767
                                                   --------------
                                                          945,518
                                                   --------------
    Federal Home Loan Mortgage Corp.
      [IO]
      7.00%, 04/25/19++.............          70            4,002
                                                   --------------
    Federal National Mortgage Assoc.
      5.50%, 01/14/29...............      20,000       17,596,876
      5.754%, 10/01/27..............         653          639,229
      5.754%, 01/01/28-06/01/28
        [VR]........................       1,303        1,274,854
      6.00%, 07/01/12-12/01/28......      60,001       56,185,357
      6.50%, 05/18/23-01/19/30......      17,514       16,892,121
      6.54%, 11/01/27...............      18,133       17,974,256
      6.90%, 05/25/23...............         236          206,227
      7.00%, 05/25/08 [IO]++........         236           47,521
      7.036%, 01/01/24..............         103          105,123
      7.50%, 04/01/24...............       1,997        1,976,054
      9.40%, 07/25/03...............          89           91,591
                                                   --------------
                                                      112,989,209
                                                   --------------
 Government National Mortgage Assoc.
      6.125%, 10/20/23-12/20/26.....      20,571       20,865,681
      6.375%, 03/20/17-02/20/27.....      27,144       27,502,239
      6.50%, 09/15/23-01/25/30......      62,449       57,607,324
      6.625%, 08/20/23-09/20/24.....       8,707        8,802,521
      7.00%, 01/25/00...............       8,100        7,821,603
      7.50%, 12/20/23...............         252          248,688
                                                   --------------
                                                      122,848,056
                                                   --------------
    Student Loan Marketing Assoc.
      5.439%, 04/25/04 [FRN]........       3,748        3,739,948
      5.544%, 04/25/07..............      14,694       14,621,606
                                                   --------------
                                                       18,361,554
                                                   --------------
    (Cost $260,558,607).............                  255,148,339
                                                   --------------
U.S. TREASURY OBLIGATIONS -- 4.3%
    U.S. Treasury Bills
      4.68%, 02/10/00#..............         480          477,400
      4.71%, 02/17/00#..............       1,145        1,137,674
                                                   --------------
                                                        1,615,074
                                                   --------------
    U.S. Treasury Bonds
      8.00%, 11/15/21...............       4,600        5,223,041
                                                   --------------
    U.S. Treasury Inflationary Bonds
      3.625%, 07/15/02-01/15/08.....      26,100       26,615,460
      3.875%, 01/15/09-04/15/29.....       5,300        5,134,260
                                                   --------------
                                                       31,749,720
                                                   --------------
    U.S. Treasury Notes
      5.50%, 02/29/00#..............       4,790        4,792,259
                                                   --------------
    (Cost $43,475,858)..............                   43,380,094
                                                   --------------
</TABLE>

<TABLE>
<CAPTION>
                                         PAR
                                        (000)          VALUE
                                        -----          -----
<S>                                   <C>          <C>
COLLATERALIZED MORTGAGE OBLIGATIONS -- 31.9%
    Chase Series 1999-S8 Cl-A1
      6.35%, 06/25/29...............  $    7,000   $    6,894,017
    Citicorp Mortgage Securities,
      Inc. [VR]
      6.615%, 10/25/22..............         266          267,149
    CMC Securities Corp. III Series
      1998-1 Cl-A19
      6.75%, 05/25/28...............      36,592       33,800,879
    Conseco Finance Home Improvement
      Series 1999-G Cl-M1
      8.88%, 06/15/24...............       9,250        9,085,234
    Contimortgage Home Equity Loan
      Trust Cl-A2
      5.448%, 10/15/12..............       5,124        5,106,109
    Countrywide Home Loans [VR]
      6.831%, 03/25/24..............         149          148,591
      8.018%, 11/25/24..............          61           61,328
    Countrywide Home Loans Series
      1999-7 Cl-A3
      6.25%, 06/25/14...............       9,799        9,040,094
    Credit Suisse First Boston, Inc.
      Series 1998-1 Cl-A5
      6.75%, 07/25/28...............       3,500        3,220,893
    DLJ Mortgage Acceptance Corp.
      Series 1999-1 Cl-1A3
      6.625%, 01/25/29..............      18,800       17,074,442
    First Plus Home Loan Trust
      Series 1998-5 Cl-A3 [VR]
      6.06%, 09/10/11...............      10,000        9,969,150
    Freddie Mac Series 2145 CL-MZ
      6.50%, 04/15/29...............      10,494        8,313,090
    Green Tree Financial Corp. 1999
      Cl-A5
      7.86%, 04/01/31...............      10,400       10,278,072
    Green Tree Recreational
      Equipment Series 1999-A Cl-A4
      6.43%, 04/17/06...............       2,000        1,987,520
    Mellon Bank Home Equity
      Installment Loan Series 1999-1
      Cl-A1
      5.90%, 06/25/01...............      18,993       18,840,579
    Merrill Lynch Mortgage
      Investors, Inc. 1998-C3 C1-A1
      5.65%, 12/15/30...............       8,071        7,612,962
    PNC Mortgage Securities Corp.
      Series 1997-3 Cl-2A4
      7.50%, 05/25/27...............      14,559       14,114,290
    PNC Mortgage Securities Corp.
      Series 1998-1 Cl-5A4
      6.988%, 02/25/28..............      18,835       17,675,418
    PNC Mortgage Securities Corp.
      Series 1999-5 Cl-1A9
      6.30%, 06/25/29...............      66,610       63,383,411
    Prudential-Bache Trust
      8.40%, 03/20/21...............       1,589        1,620,578
</TABLE>

AST PIMCO TOTAL RETURN BOND PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         PAR
                                        (000)          VALUE
                                        -----          -----
<S>                                   <C>          <C>
    Residential Funding Mortgage
      Securities 1999-S16 Cl-A4
      6.75%, 07/30/29...............  $   10,000   $    9,147,850
    Residential Funding Mortgage
       Securities Series 1998-S30
       Cl-A6
       6.50%, 12/25/28..............      32,539       29,348,331
    Rothschild, (L.F.) Mortgage
      Trust
       9.95%, 08/01/17..............         981        1,037,815
    Salomon Brothers Mortgage
       1999-3-A
       5.97%, 05/25/29..............      15,907       15,878,260
    Structured Asset Mortgage
       Investments, Inc.
       6.30%, 04/25/29..............      28,519       27,359,275
                                                   --------------
    (Cost $337,208,591).............                  321,265,337
                                                   --------------
CORPORATE OBLIGATIONS -- 44.1%
AIRLINES -- 2.5%
    American Airlines, Inc.
       10.19%, 05/26/15.............         250          284,718
    Continental Airlines, Inc.
       6.954%, 02/02/11.............      14,994       14,335,657
    United Air Lines, Inc.
       10.36%, 11/13/12.............       6,925        7,709,949
       10.36%, 11/27/12.............         500          567,625
       10.02%, 03/22/14.............       2,000        2,142,080
                                                   --------------
                                                       25,040,029
                                                   --------------
CONGLOMERATES -- 1.2%
    Phillip Morris Companies, Inc.
      [VR]
       6.15%, 03/15/00..............      11,600       11,571,000
                                                   --------------
ENTERTAINMENT & LEISURE -- 0.1%
    Time Warner, Inc.
       7.975%, 08/15/04.............         262          267,240
       8.11%, 08/15/06..............         525          538,125
       8.18%, 08/15/07..............         525          541,406
                                                   --------------
                                                        1,346,771
                                                   --------------
FINANCIAL-BANK & TRUST -- 8.0%
    Citicorp [FRN]
       5.443%, 02/29/00.............       6,000        6,020,340
    Household Bank [FRN]
       5.188%, 10/22/03.............      11,750       11,678,913
    Korea Development Bank 144A
       7.154%, 10/06/00.............      13,000       12,902,500
    LG&E Capital Corp. 144A
       6.205%, 05/01/04.............       5,000        4,800,000
    PNC Bank Corp. NA [FRN]
       5.35%, 01/03/00..............      20,000       19,987,959
    Popular North America, Inc. Cl-D
       6.625%, 01/15/04.............      11,500       11,073,431
    Westdeutsche Landesbank
       6.05%, 01/15/09..............      15,000       13,500,000
                                                   --------------
                                                       79,963,143
                                                   --------------
</TABLE>

<TABLE>
<CAPTION>
                                         PAR
                                        (000)          VALUE
                                        -----          -----
<S>                                   <C>          <C>
FINANCIAL SERVICES -- 18.9%
    Avco Financial Services, Inc.
       5.75%, 01/23/01..............  $    7,850   $    7,761,688
    Chrysler Financial Corp. [FRN]
       5.489%, 06/11/01.............       5,000        4,997,990
       5.579%, 01/30/02.............      10,000        9,979,850
    Cincinnati Financial Corp.
       6.90%, 05/15/28..............      24,070       21,031,163
    Ford Motor Credit Co.
       6.391%, 04/28/05 [FRN].......      19,970       19,836,301
    General Motors Acceptance Corp.
       5.55%, 09/15/03..............       3,000        2,838,750
       5.62%, 04/05/04[FRN].........      10,000        9,964,000
       6.85%, 06/17/04..............       2,000        1,972,500
    Goldman Sachs Group [FRN] 144A
       6.312%, 02/25/02.............      20,000       19,995,400
    Household Finance Corp. [FRN]
       5.607%, 06/17/05.............      30,500       30,327,156
    Lehman Brothers Holdings, Inc.
      Cl-E [FRN]
       6.979%, 04/02/02.............      10,400       10,436,587
    Merrill Lynch & Co., Inc.
       5.08%, 01/23/01..............       2,650        2,654,161
       6.375%, 10/15/08 [FRN].......      10,000        9,212,500
    New England Educational Loan
      Marketing Assoc. Cl-B [FRN]
      144A
       5.681%, 06/11/01.............      10,000        9,996,560
    St. George Holdings [FRN] 144A
       5.25%, 07/01/01..............      30,000       29,953,125
                                                   --------------
                                                      190,957,731
                                                   --------------
HEALTHCARE SERVICES -- 0.2%
    Tenet Healthcare Corp.
       8.00%, 01/15/05..............       2,000        1,930,000
                                                   --------------
INSURANCE -- 1.5%
    Gold Eagle Capital 144A
       11.453%, 04/16/01............      10,000        9,996,875
    Residential Reinsurance [VR]
      144A
       9.77%, 03/01/00..............       5,000        4,968,750
                                                   --------------
                                                       14,965,625
                                                   --------------
OIL & GAS -- 1.9%
    Conoco, Inc.
       5.90%, 04/15/04..............      20,000       19,100,000
                                                   --------------
RAILROADS -- 0.5%
    Union Pacific Co.
       7.875%, 02/15/02.............       5,000        5,050,000
                                                   --------------
REAL ESTATE -- 0.5%
    Spieker Properties, Inc. L.P.
       6.95%, 12/15/02..............       5,000        4,893,750
                                                   --------------
TELECOMMUNICATIONS -- 5.8%
    AT&T Capital Corp. Cl-F
       6.25%, 05/15/01..............      13,100       12,985,375
    Sprint Corp.
       9.50%, 04/01/03..............      22,500       23,995,260
</TABLE>

AST PIMCO TOTAL RETURN BOND PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         PAR
                                        (000)          VALUE
                                        -----          -----
<S>                                   <C>          <C>
    TCI Communications, Inc. [FRN]
       5.985%, 03/11/00.............  $   10,000   $   10,096,000
    US West Communications
       7.20%, 11/10/26..............      13,250       11,528,746
                                                   --------------
                                                       58,605,381
                                                   --------------
UTILITIES -- 3.0%
    CMS Energy Corp.
       8.125%, 05/15/02.............       5,000        4,950,000
    Connecticut Light & Power Co.
      144A
       8.59%, 06/05/03..............       5,000        4,856,600
    Connecticut Light & Power Co.
      Cl-C
       7.75%, 06/01/02..............       4,000        4,005,000
    Louisiana Power & Light Corp.
       7.74%, 07/01/02..............       1,890        1,890,000
    Petroleos Mexicanos Co. [FRN]
      144A
       8.799%, 07/15/05.............      10,000        9,812,500
    Western Resources, Inc.
       6.875%, 08/01/04.............       5,400        5,145,892
                                                   --------------
                                                       30,659,992
                                                   --------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $451,316,794)...............                  444,083,422
                                                   --------------
SOVEREIGN ISSUES -- 1.5%
ARGENTINA -- 1.0%
    Province of Buenos Aires 144A
       12.50%, 03/15/02.............      10,000       10,100,000
                                                   --------------
PHILIPPINES -- 0.5%
    Bangko Sentral Pilipinas
       8.60%, 06/15/27..............       6,000        5,071,974
                                                   --------------
TOTAL SOVEREIGN ISSUES
  (Cost $15,058,474)................                   15,171,974
                                                   --------------
                                      PRINCIPAL
                                       IN LOCAL
                                       CURRENCY
                                        (000)
                                      ----------
FOREIGN BONDS -- 3.6%
NEW ZEALAND -- 0.7%
    Inter-American Development Bank
       5.75%, 04/15/04..............       5,700        2,776,468
    New Zealand Government
       10.00%, 03/15/02.............       3,900        2,176,108
       5.50%, 04/15/03..............       3,900        1,955,257
                                                   --------------
                                                        6,907,833
                                                   --------------
UNITED KINGDOM -- 2.9%
    United Mexican States [FRN]
      6.25%, 06/27/02...............  $   10,000   $    9,824,530
      6.768%, 06/27/02 144A.........      20,000       19,850,000
                                                   --------------
                                                       29,674,530
                                                   --------------
TOTAL FOREIGN BONDS
  (Cost $36,887,501)................                   36,582,363
                                                   --------------
</TABLE>

<TABLE>
<CAPTION>
                                         PAR
                                        (000)          VALUE
                                        -----          -----
<S>                                   <C>          <C>
BANK LOAN OBLIGATIONS -- 0.1%
    Allied Waste Industries, Inc.
       8.467%, 07/30/01++
    (Cost $994,306).................         995          991,228
                                                   --------------
<CAPTION>
                                        SHARES
                                        ------
SHORT-TERM INVESTMENTS -- 2.9%
    Temporary Investment Cash
      Fund..........................  14,481,737       14,481,737
    Temporary Investment Fund.......  14,481,737       14,481,737
                                                   --------------
    (Cost $28,963,474)..............                   28,963,474
                                                   --------------
TOTAL INVESTMENTS -- 113.8% (Cost
  $1,174,463,605)...................                1,145,586,231
                                                   --------------
                                         PAR
                                        (000)
                                      ----------
<S>                                   <C>          <C>
REVERSE REPURCHASE
  AGREEMENTS -- (3.7)%
    Credit Suisse
       5.84%, due 01/26/00, dated
       11/24/99.....................  $    1,168       (1,175,200)
    Goldman Sachs
       5.80%, due 01/26/00, dated
       10/25/99.....................      24,085      (24,348,864)
    Morgan Stanley
       5.95%, due 01/26/00, dated
       11/18/99.....................       4,958       (4,994,056)
    Morgan Stanley
       5.97%, due 01/26/00, dated
       12/17/99.....................       7,122       (7,139,716)
                                                   --------------
    (Cost $(37,333,000))............                  (37,657,836)
                                                   --------------
</TABLE>


<TABLE>
<CAPTION>
                                        NUMBER
                                          OF
                                      CONTRACTS
                                      ---------
<S>                                   <C>          <C>
WRITTEN OPTIONS -- (0.1)%
CALL OPTIONS
    10 Year March U.S. Treasury Bond
      Futures, Strike Price $98,
      Expires 02/18/00..............       6,560          (41,000)
PUT OPTIONS
    10 Year March U.S. Treasury Bond
      Futures, Strike Price $88,
      Expires 02/18/00..............       2,330         (105,579)
    10 Year March U.S. Treasury Bond
      Futures, Strike Price $90,
      Expires 02/18/00..............       4,230         (429,609)
    December 00 Euro Dollar Futures,
       Strike Price 93.50, Expires
       12/18/00.....................       3,850         (567,875)
                                                   --------------
                                                       (1,103,063)
                                                   --------------
TOTAL WRITTEN OPTIONS
  (Cost $(862,050)).................                   (1,144,063)
                                                   --------------
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (10.0)%.................                 (101,021,310)
                                                   --------------
NET ASSETS -- 100.0%................               $1,005,763,022
                                                   ==============
</TABLE>

AST PIMCO TOTAL RETURN BOND PORTFOLIO
--------------------------------------------------------------------------------

Foreign currency exchange contracts outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                          IN
SETTLEMENT               CONTRACTS     EXCHANGE    CONTRACTS      UNREALIZED
  MONTH      TYPE        TO DELIVER      FOR        AT VALUE     APPRECIATION
------------------------------------------------------------------------------
<S>          <C>    <C>  <C>          <C>          <C>          <C>
01/00        Sell   NZD  5,648,000    $2,960,258   $2,947,500      $12,758
                                      ==========   ==========      =======

# Securities with an aggregate market value of $6,407,333 have been segregated
  with the custodian to cover margin requirements for the following open
  futures contracts at December 31, 1999:
</TABLE>

<TABLE>
<CAPTION>
                                               NUMBER
                           EXPIRATION            OF         UNREALIZED
DESCRIPTION                  MONTH            CONTRACTS    DEPRECIATION
------------------------------------------------------------------------
<S>                        <C>          <C>   <C>         <C>
U.S. Treasury 10 Year
  Note...................    03/00              1,727       $3,452,922
Euro Dollar..............    09/00      EUR       436          536,313
Euro Dollar..............    12/00      EUR       361          423,463
Euro Dollar..............    03/01      EUR       200           30,000
                                                            ----------
                                                            $4,442,698
                                                            ==========
</TABLE>

Interest rate swap agreements outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                              NOTIONAL
                           EXPIRATION          AMOUNT      UNREALIZED
DESCRIPTION                  MONTH             (000)      DEPRECIATION
-----------------------------------------------------------------------
<S>                        <C>          <C>   <C>        <C>
Receive variable rate
  payments on the six
  month LIBOR-BBA floating
  rate and pay fixed rate
  payments on the then-
  current Japanese
  10 Year Government
  Bonds with a spread of:
  2.295..................    04/08      JPY    580,000      $208,067
  2.305..................    04/08      JPY    377,000       138,306
                                                            --------
                                                            $346,373
                                                            ========
</TABLE>

Credit default swap agreements outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                             NOTIONAL
                                EXPIRATION    AMOUNT      UNREALIZED
DESCRIPTION                       MONTH       (000)      DEPRECIATION
----------------------------------------------------------------------
<S>                             <C>          <C>        <C>
Credit default swap on Republic of
  Argentina Bonds
  5.70%.......................    03/01       $1,000       $30,373
  6.15%.......................    03/01          500        18,899
                                                           -------
                                                           $49,272
                                                           =======
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

+ Reverse repurchase agreements are collateralized by $39,868,163 Government
  National Mortgage Assoc., 6.125%-6.625%, maturing 06/20/22-12/20/26.

++ Illiquid security. At the end of the year, these securities amounted to less
   than 0.1% of net assets.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 11.9% of net assets.

See Notes to Financial Statements.


AST INVESCO EQUITY INCOME PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES          VALUE
                                      ------          -----
<S>                                 <C>           <C>
COMMON STOCK -- 74.3%
AEROSPACE -- 3.4%
    General Motors Corp. Cl-H*....      183,100   $   17,577,599
    Honeywell International,
      Inc. .......................      211,700       12,212,444
    Northrop Grumman Corp. .......      105,000        5,676,563
                                                  --------------
                                                      35,466,606
                                                  --------------
AUTOMOBILE MANUFACTURERS -- 1.0%
    Ford Motor Co. ...............      200,000       10,687,500
                                                  --------------
BEVERAGES -- 3.2%
    Anheuser-Busch Companies,
      Inc. .......................      185,500       13,147,313
    Coca-Cola Co. ................      163,000        9,494,750
    Coors, (Adolph) Co. Cl-B......      200,000       10,500,000
                                                  --------------
                                                      33,142,063
                                                  --------------
BROADCASTING -- 1.6%
    AT&T Corp. Liberty Media Group
      Cl-A*.......................      295,200       16,752,600
                                                  --------------
CHEMICALS -- 0.3%
    Lyondell Chemical Co. ........      252,000        3,213,000
                                                  --------------
COMPUTER SERVICES & SOFTWARE -- 3.3%
    America Online, Inc.*.........       82,600        6,231,138
    Computer Associates
      International, Inc. ........      113,800        7,958,888
    Microsoft Corp.*..............      142,000       16,578,499
    SAP AG [ADR]*.................       70,000        3,644,375
                                                  --------------
                                                      34,412,900
                                                  --------------
CONGLOMERATES -- 1.5%
    Philip Morris Companies,
      Inc. .......................      225,000        5,217,188
    Textron, Inc. ................      138,000       10,582,875
                                                  --------------
                                                      15,800,063
                                                  --------------
CONSUMER PRODUCTS & SERVICES -- 2.4%
    Colgate-Palmolive Co. ........      186,100       12,096,500
    Procter & Gamble Co. .........      115,000       12,599,688
                                                  --------------
                                                      24,696,188
                                                  --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 4.8%
    General Electric Co. .........      160,000       24,760,000
    Tandy Corp. ..................      300,000       14,756,250
    Texas Instruments, Inc. ......      113,000       10,946,875
                                                  --------------
                                                      50,463,125
                                                  --------------
ENERGY SERVICES -- 0.4%
    Scottish Power PLC [ADR]......      145,000        4,060,000
                                                  --------------
ENTERTAINMENT & LEISURE -- 0.7%
    Park Place Entertainment
      Corp.*......................      600,000        7,500,000
                                                  --------------
FINANCIAL-BANK & TRUST -- 6.6%
    Bank of New York Co., Inc. ...      500,000       19,999,999
    Charter One Financial,
      Inc. .......................      367,500        7,028,438
    Chase Manhattan Corp. ........      170,000       13,206,875
    Morgan, (J.P.) & Co., Inc. ...      100,000       12,662,500
    Summit Bancorp................      200,000        6,125,000
    Wells Fargo & Co. ............      260,000       10,513,750
                                                  --------------
                                                      69,536,562
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES          VALUE
                                      ------          -----
<S>                                 <C>           <C>
FINANCIAL SERVICES -- 2.5%
    Citigroup, Inc. ..............      250,000   $   13,890,625
    Morgan Stanley, Dean Witter &
      Co. ........................       85,000       12,133,750
                                                  --------------
                                                      26,024,375
                                                  --------------
FOOD -- 3.4%
    General Mills, Inc. ..........      280,000       10,010,000
    Heinz, (H.J.) Co. ............      200,000        7,962,500
    Kellogg Co. ..................      200,000        6,162,500
    Quaker Oats Co. ..............      180,000       11,812,500
                                                  --------------
                                                      35,947,500
                                                  --------------
HOTELS & MOTELS -- 0.6%
    Hilton Hotels Corp. ..........      290,000        2,791,250
    Marriott International, Inc.
      Cl-A........................      117,700        3,714,906
                                                  --------------
                                                       6,506,156
                                                  --------------
INSURANCE -- 3.3%
    Allmerica Financial Corp. ....      325,363       18,098,317
    Ohio Casualty Corp. ..........      300,000        4,818,750
    Travelers Property Casualty
      Corp. Cl-A..................      330,000       11,302,500
                                                  --------------
                                                      34,219,567
                                                  --------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.1%
    Medtronic, Inc. ..............      313,000       11,404,938
                                                  --------------
METALS & MINING -- 0.2%
    Newmont Mining Corp. .........      100,994        2,474,353
                                                  --------------
OIL & GAS -- 6.2%
    Apache Corp. .................      256,600        9,478,163
    Atlantic Richfield Co. .......      117,500       10,163,750
    Exxon Mobil Corp. ............      158,800       12,793,324
    Royal Dutch Petroleum Co. ....      160,000        9,670,000
    Schlumberger Ltd. ............      220,000       12,374,999
    Transocean Sedco Forex,
      Inc.*.......................       42,592        1,420,177
    Unocal Corp. .................      257,000        8,625,563
                                                  --------------
                                                      64,525,976
                                                  --------------
PAPER & FOREST PRODUCTS -- 1.9%
    Champion International
      Corp. ......................      147,700        9,148,169
    Weyerhaeuser Co. .............      142,900       10,262,006
                                                  --------------
                                                      19,410,175
                                                  --------------
PHARMACEUTICALS -- 6.5%
    American Home Products
      Corp. ......................      220,000        8,676,250
    Bristol-Meyers Squibb Co. ....      180,000       11,553,750
    Merck & Co., Inc. ............      182,000       12,205,374
    Pfizer, Inc. .................      125,000        4,054,688
    Pharmacia & Upjohn, Inc. .....      109,800        4,941,000
    SmithKline Beecham PLC
      [ADR].......................      135,800        8,750,613
    Warner-Lambert Co. ...........      225,000       18,435,937
                                                  --------------
                                                      68,617,612
                                                  --------------
</TABLE>

AST INVESCO EQUITY INCOME PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES          VALUE
                                      ------          -----
<S>                                 <C>           <C>
RAILROADS -- 3.1%
    Kansas City Southern
      Industries, Inc. ...........      363,000   $   27,088,875
    Norfolk Southern Corp. .......      260,000        5,330,000
                                                  --------------
                                                      32,418,875
                                                  --------------
RESTAURANTS -- 1.1%
    McDonald's Corp. .............      291,000       11,730,938
                                                  --------------
RETAIL & MERCHANDISING -- 4.4%
    Circuit City Stores, Inc. ....      200,000        9,012,500
    Dayton-Hudson Corp.*..........      250,000       18,359,375
    Penney, (J.C.) Co., Inc. .....      220,000        4,386,250
    Wal-Mart Stores, Inc. ........      206,000       14,239,750
                                                  --------------
                                                      45,997,875
                                                  --------------
SEMICONDUCTORS -- 2.3%
    Intel Corp. ..................      200,000       16,462,500
    Maxim Integrated Products,
      Inc.*.......................      168,000        7,927,500
                                                  --------------
                                                      24,390,000
                                                  --------------
TELECOMMUNICATIONS -- 6.7%
    AT&T Corp. ...................      150,000        7,612,500
    Bell Atlantic Corp. ..........      200,000       12,312,500
    Bellsouth Corp. ..............      120,000        5,617,500
    Cable & Wireless
      Communications..............      100,000        5,293,750
    Nextel Communications, Inc.
      Cl-A*.......................      100,000       10,312,500
    SBC Communications, Inc. .....      308,500       15,039,374
    U.S. West, Inc. ..............      200,000       14,400,000
                                                  --------------
                                                      70,588,124
                                                  --------------
TRANSPORTATION -- 0.6%
    Galileo International,
      Inc. .......................      205,000        6,137,188
                                                  --------------
UTILITIES -- 1.2%
    Alliant Energy Corp. .........       88,400        2,431,000
    Duke Energy Corp. ............      100,000        5,012,500
    PG&E Corp. ...................      230,000        4,715,000
                                                  --------------
                                                      12,158,500
                                                  --------------
TOTAL COMMON STOCK
  (Cost $615,720,760).............                   778,282,759
                                                  --------------
PREFERRED STOCK -- 0.1%
METALS & MINING -- 0.1%
    Kinam Gold, Inc.
      $3.75 Cl-B..................       20,000          527,500
                                                  --------------
TELECOMMUNICATIONS -- 0.0%
    Global Crossing Holdings Ltd.
      10.50% [PIK]................       10,000        1,007,500
                                                  --------------
TOTAL PREFERRED STOCK
  (Cost $2,001,575)...............                     1,535,000
                                                  --------------
                                        PAR
                                       (000)          VALUE
                                       -----           ----
CORPORATE OBLIGATIONS -- 19.8%
AIRLINES -- 0.4%
    Delta Air Lines, Inc. 10.375%,
      12/15/22....................  $     3,500   $    4,042,500
                                                  --------------
BUILDING MATERIALS -- 0.3%
    USG Corp.
      8.50%, 08/01/05.............        3,500        3,577,483
                                                  --------------
BUSINESS SERVICES -- 0.5%
    Intermedia Communications,
      Inc. [STEP]
      12.25%, 03/01/09............        2,600        1,573,000
    NEXTLINK Communications, Inc.
      12.50%, 04/15/06............        1,000        1,072,500
      9.625%, 10/01/07............        2,500        2,462,500
                                                  --------------
                                                       5,108,000
                                                  --------------
CABLE TELEVISION -- 1.0%
    Comcast U.K. Cable Corp.
      [STEP]
      10.243%, 11/15/07...........        4,000        3,805,000
    Diamond Cable Communications
      Co. [STEP]
      13.25%, 09/30/04............        1,000        1,061,250
    Diamond Cable Communications
      PLC [STEP]
      15.643%, 12/15/05...........        1,500        1,425,000
    International CableTel, Inc.
      Cl-B [STEP]
      9.683%, 02/01/06............        1,500        1,357,500
    Telewest Communications PLC
      [STEP]
      10.361%, 10/01/07...........        3,500        3,272,500
                                                  --------------
                                                      10,921,250
                                                  --------------
CHEMICALS -- 0.3%
    Equistar Chemicals L.P.
      7.55%, 02/15/26.............        2,225        1,757,750
    Huntsman ICI Chemicals 144A
      10.125%, 07/01/09...........        1,000        1,035,000
                                                  --------------
                                                       2,792,750
                                                  --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.2%
    Jersey Central Power & Light
      Co.
      7.50%, 05/01/23.............        2,500        2,312,500
                                                  --------------
ENTERTAINMENT & LEISURE -- 0.2%
    Aztar Corp. 144A
      8.875%, 05/15/07............        1,000          970,000
    GCI, Inc.
      9.75%, 08/01/07.............        1,000          953,750
                                                  --------------
                                                       1,923,750
                                                  --------------
ENVIRONMENTAL SERVICES -- 0.2%
    Allied Waste North America Co.
      144A 10.00%, 08/01/09.......        2,500        2,237,500
                                                  --------------
</TABLE>

AST INVESCO EQUITY INCOME PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                    -----------   --------------
<S>                                 <C>           <C>
FINANCIAL SERVICES -- 0.2%
    Associates Corp. of North
      America Cl-E 7.375%,
      06/11/07....................  $     2,400   $    2,387,926
                                                  --------------
HEALTHCARE SERVICES -- 0.1%
    FHP International Corp. 7.00%,
      09/15/03....................        1,000          982,500
                                                  --------------
HOTELS & MOTELS -- 0.2%
    Hilton Hotels Corp. 7.20%,
      12/15/09....................        2,000        1,742,500
                                                  --------------
INDUSTRIAL PRODUCTS -- 0.6%
    Heritage Media Corp. 8.75%,
      02/15/06....................        1,500        1,531,875
    Inland Steel Co. Cl-R 7.90%,
      01/15/07....................        2,000        2,012,500
    National Steel Corp. 8.375%,
      08/01/06....................        1,500        1,432,500
    Worldwide Fiber, Inc. 12.50%,
      12/15/05....................        1,500        1,571,250
                                                  --------------
                                                       6,548,125
                                                  --------------
INSURANCE -- 0.4%
    The Equitable Companies, Inc.
      9.00%, 12/15/04.............        4,035        4,287,188
                                                  --------------
MACHINERY & EQUIPMENT -- 0.3%
    Nationsrent, Inc. 10.375%,
      12/15/08....................        1,950        1,925,625
    United Rentals, Inc. 9.25%,
      01/15/09....................          750          723,750
                                                  --------------
                                                       2,649,375
                                                  --------------
OIL & GAS -- 1.7%
    Atlantic Richfield Co.
      10.875%, 07/15/05...........        3,000        3,498,750
    Canadian Forest Oil Ltd.
      8.75%, 09/15/07.............        1,500        1,436,250
    Cliffs Drilling Co. Cl-B
      10.25%, 05/15/03............        1,900        1,947,500
    CMS Panhandle Holding Co.
      6.50%, 07/15/09.............        2,000        1,812,500
    Gulf Canada Resources Ltd.
      8.35%, 08/01/06.............        1,000          971,250
      8.25%, 03/15/17.............        1,000          912,500
    Exxon Mobil Corp. 8.625%,
      08/15/21....................        1,500        1,672,500
    Noram Energy Corp. [CVT]
      6.00%, 03/15/12.............        1,429        1,264,665
    Ocean Energy, Inc. Cl-B
      8.875%, 07/15/07............        2,000        2,015,000
    Sun Co., Inc. 9.375%,
      06/01/16....................        1,000        1,052,500
    Veritas Holdings 9.625%,
      12/15/03....................          800          799,000
                                                  --------------
                                                      17,382,415
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                    -----------   --------------
<S>                                 <C>           <C>
PAPER & FOREST PRODUCTS -- 0.9%
    Bowater, Inc. 9.00%,
      08/01/09....................  $     2,000   $    2,115,000
    Chesapeake Corp. 7.20%,
      03/15/05....................        5,000        4,587,500
    Quno Corp. 9.125%, 05/15/05...        2,150        2,263,709
                                                  --------------
                                                       8,966,209
                                                  --------------
PHARMACEUTICALS -- 0.1%
    Pharmerica, Inc. 8.375%,
      04/01/08....................        2,000        1,500,000
                                                  --------------
PRINTING & PUBLISHING -- 0.3%
    World Color Press, Inc. 7.75%,
      02/15/09....................        3,000        2,872,500
                                                  --------------
TELECOMMUNICATIONS -- 4.8%
    AT&T Corp. 6.00%, 03/15/09....        2,000        1,820,000
    Call-Net Enterprises, Inc.
      [STEP] 10.80%, 05/15/09.....        3,000        1,470,000
    Centel Capital Corp. 9.00%,
      10/15/19....................        2,500        2,709,375
    CF Cable TV, Inc. 11.625%,
      02/15/05....................        2,000        2,190,000
    GTE Corp. 7.90%, 02/01/27.....        4,000        3,860,000
    IXC Communications, Inc.
      9.00%, 04/15/08.............        2,000        2,025,000
    Level 3 Communications, Inc.
      [STEP] 11.273%, 12/01/08....        4,250        2,571,250
    Lin Television Co. 8.375%,
      03/01/08....................        2,000        1,885,000
    McLeodUSA, Inc. 9.50%,
      11/01/08....................        1,000        1,015,000
    MetroNet Communications Corp.
      [STEP] 10.75%, 11/01/07.....        1,750        1,445,938
      8.265%, 06/15/08............        7,700        6,063,749
    Paramount Communication 8.25%,
      08/01/22....................        4,250        4,064,063
    PSINet, Inc. Cl-B 10.00%,
      02/15/05....................        2,100        2,089,500
    Qwest Communications
      International, Inc. Cl-B
      [STEP] 7.262%, 02/01/08.....        4,000        3,060,000
    RCN Corp. 10.125%, 01/15/10...        1,500        1,500,000
    Renaissance Media Group [STEP]
      9.587%, 04/15/08............        2,200        1,562,000
    Rogers Cantel, Inc. 9.75%,
      06/01/16....................        1,500        1,695,000
    TCI Telecommunications, Inc.
      7.875%, 02/15/26............        2,500        2,512,500
</TABLE>

AST INVESCO EQUITY INCOME PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                    -----------   --------------
<S>                                 <C>           <C>
    TeleCommunications, Inc.
      9.80%, 02/01/12.............  $     2,000   $    2,342,500
    US West Communications 5.65%,
      11/01/04....................        5,000        4,683,485
                                                  --------------
                                                      50,564,360
                                                  --------------
UTILITIES -- 7.1%
    Arizona Public Service Co.
      8.00%, 02/01/25.............        3,000        2,850,000
    Citizens Utilities Co. 7.00%,
      11/01/25....................        2,500        2,209,375
    Cleveland Electric
      Illuminating Co. 9.00%,
      07/01/23....................        1,000          992,500
    Cleveland Electric
      Illuminating Co. Cl-B 9.50%,
      05/15/05....................        3,000        3,116,250
    Cleveland Electric
      Illuminating Co. Cl-D 7.88%,
      11/01/17....................        2,500        2,384,375
    Commonwealth Edison Co. 7.00%,
      07/01/05....................        2,500        2,440,625
      8.25%, 10/01/06.............        2,000        2,042,500
      8.625%, 02/01/22............        1,700        1,706,375
    Connecticut Light & Power Co.
      Cl-C 8.50%, 06/01/24........        5,000        4,892,629
    Consumers Energy Co. 7.375%,
      09/15/23....................        2,500        2,231,250
    Duquesne Light Co. 8.375%,
      05/15/24....................        1,000          983,750
    El Paso Electric Co. 8.90%,
      02/01/06....................        4,250        4,404,063
    El Paso Electric Co. Cl-C
      8.25%, 02/01/03.............        1,500        1,516,875
    Gulf Power Co. 6.875%,
      01/01/26....................        3,000        2,595,000
    Gulf States Utilities 8.70%,
      04/01/24....................        1,000          967,500
    Jersey Central Power & Light
      Co. 7.98%, 02/16/23.........        1,500        1,438,125
    Kentucky Utility Energy Corp.
      7.55%, 06/01/25.............        1,500        1,391,250
    Metropolitan Edison Co. Cl-B
      8.15%, 01/30/23.............        2,975        2,874,686
    New York State Electric & Gas
      Corp. 8.30%, 12/15/22.......        1,400        1,368,500
      8.30%, 12/15/22.............          475          466,094
    Niagara Mohawk Power Corp.
      8.75%, 04/01/22.............          118          117,558
      8.50%, 07/01/23.............        1,627        1,598,528
    Niagara Mohawk Power Corp.
      Cl-G 7.75%, 10/01/08........        1,500        1,501,875
</TABLE>

<TABLE>
<CAPTION>
                                        PAR
                                       (000)          VALUE
                                    -----------   --------------
<S>                                 <C>           <C>
    Niagara Mohawk Power Corp.
      Cl-H [STEP] 144A 7.562%,
      07/01/10....................  $     3,250   $    2,486,250
    Potomic Edison Co. 8.00%,
      06/01/24....................        2,000        1,922,500
      7.75%, 05/01/25.............        3,400        3,191,750
    Public Service Co. of New
      Mexico Cl-A 7.10%,
      08/01/05....................        3,500        3,360,000
    Public Service Electric & Gas
      Co. 6.375%, 05/01/08........        1,000          917,500
    Public Service of Colorado
      9.875%, 07/01/20............        2,500        2,631,250
    Southwestern Public Service
      Co. 8.20%, 12/01/22.........        3,000        2,928,750
    Union Electric Co. 8.25%,
      10/15/22....................        4,750        4,660,937
    Western Massachusetts Electric
      Co. Cl-V 7.75%, 12/01/02....        2,000        1,987,894
    Wisconsin Electric & Power
      8.375%, 12/02/26............        4,500        4,404,374
                                                  --------------
                                                      74,580,888
                                                  --------------
TOTAL CORPORATE OBLIGATIONS (Cost
  $221,054,283)...................                   207,379,719
                                                  --------------
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 0.8%
    Federal Home Loan Mortgage
      Corp. 6.50%, 09/01/11-
      01/01/12
    (Cost $8,958,136).............        9,136        8,870,832
                                                  --------------
U.S. TREASURY OBLIGATIONS -- 0.8%
    U.S. Treasury Notes 5.625%,
      05/15/08....................        6,250        5,881,600
      6.00%, 08/15/09.............        2,750        2,665,923
                                                  --------------
    (Cost $9,214,352).............                     8,547,523
                                                  --------------

</TABLE>

AST INVESCO EQUITY INCOME PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES          VALUE
                                      ------          -----
<S>                                 <C>           <C>
SHORT-TERM INVESTMENTS -- 3.6%
    Temporary Investment Cash
      Fund........................   18,820,366   $   18,820,366
    Temporary Investment Fund.....   18,820,365       18,820,365
                                                  --------------
    (Cost $37,640,731)............                    37,640,731
                                                  --------------
TOTAL INVESTMENTS -- 99.4%
  (Cost $894,589,837).............                 1,042,256,564
OTHER ASSETS LESS
  LIABILITIES -- 0.6%.............                     5,807,883
                                                  --------------
NET ASSETS -- 100.0%..............                $1,048,064,447
                                                  ==============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 0.3% of net assets.

See Notes to Financial Statements.


AST JANUS SMALL-CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
COMMON STOCK -- 86.5%
ADVERTISING -- 4.8%
    DoubleClick, Inc.*..............     70,865   $   17,933,274
    Getty Images, Inc.*.............    114,165        5,579,814
    Interep National Radio Sales,
      Inc.*.........................    156,750        2,096,531
    Lamar Advertising Co.*..........    337,200       20,421,675
    TMP Worldwide, Inc.*............    161,130       22,880,461
                                                  --------------
                                                      68,911,755
                                                  --------------
BROADCASTING -- 8.6%
    Acme Communications, Inc.*......    158,970        5,285,753
    ACTV, Inc.*.....................    314,925       14,388,136
    Citadel Communications Corp.*...    340,085       22,063,014
    Cox Radio, Inc. Cl-A*...........    149,780       14,940,555
    Cumulus Media, Inc. Cl-A*.......    464,030       23,549,523
    Entercom Communications
      Corp.*........................    113,075        7,462,950
    NDS Group PLC*..................    186,100        5,676,050
    Radio One, Inc.*................    256,170       23,567,639
    Radio Unica Corp.*..............    265,530        7,667,179
                                                  --------------
                                                     124,600,799
                                                  --------------
BUSINESS SERVICES -- 12.8%
    Adelphia Business Solutions,
      Inc.*.........................    349,925       16,796,399
    AnswerThink Consulting Group,
      Inc.*.........................    116,520        3,990,810
    Appnet Systems, Inc.*...........    354,220       15,497,125
    Breakaway Solutions, Inc.*......     25,705        1,876,465
    Brightpoint, Inc.*..............    285,460        3,746,663
    CIBER, Inc.*....................    139,830        3,845,325
    Digital Impact, Inc.*...........    163,510        8,195,939
    El Sitio, Inc.*.................     51,520        1,893,360
    F5 Networks, Inc.*..............     37,320        4,254,480
    Informatica Corp.*..............    155,385       16,529,078
    Interwoven, Inc.*...............     80,880        9,837,030
    Jupiter Communications, Inc.*...     41,095        1,243,124
    Liberate Technologies, Inc.*....    188,200       48,367,399
    Management Network Group,
      Inc.*.........................     81,755        2,667,257
    MessageMedia, Inc.*.............    115,725        1,627,383
    Pegasus Systems, Inc.*..........    109,135        6,582,205
    Pfsweb, Inc.*...................    133,995        5,024,813
    Phone.com, Inc.*................     45,845        5,315,155
    Rare Medium Group, Inc.*........    280,215        9,562,337
    Retek, Inc.*....................     59,005        4,440,126
    Tanning Technology Corp.*.......    109,680        6,464,265
    Vitria Technology, Inc.*........     32,880        7,693,920
                                                  --------------
                                                     185,450,658
                                                  --------------
CABLE TELEVISION -- 0.5%
    Classic Communications, Inc.*...    177,870        6,503,372
                                                  --------------
CAPITAL GOODS -- 0.3%
    Mettler-Toledo International,
      Inc.*.........................    129,560        4,947,573
                                                  --------------
COMPUTER HARDWARE -- 0.8%
    Insight Enterprises, Inc.*......    240,047        9,751,910
    Paradyne Networks, Inc.*........     52,825        1,439,481
                                                  --------------
                                                      11,191,391
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
COMPUTER SERVICES & SOFTWARE -- 24.7%
    Active Software, Inc.*..........     36,865   $    3,391,580
    Audible, Inc.*..................     88,200        1,323,000
    Be Free, Inc.*..................     34,735        2,496,578
    Bluestone Software, Inc.*.......     41,195        4,737,425
    Brio Technology, Inc.*..........    201,360        8,457,120
    Broadbase Software, Inc.*.......    107,700       12,116,250
    BSQUARE Corp.*..................     84,640        3,549,590
    Concentric Network Corp.*.......    497,725       15,336,152
    Cysive, Inc.*...................     27,355        1,971,270
    E.piphany, Inc.*................     30,165        6,730,566
    Emulex Corp.*...................     87,840        9,882,000
    Esoft, Inc.*....................    119,315        3,475,049
    Exactis.com, Inc.*..............    199,685        4,854,842
    Exodus Communications, Inc.*....    426,670       37,893,628
    Globix Corp.*...................    537,030       32,221,799
    internet.com LLC*...............     77,200        4,033,700
    Intertrust Technologies
      Corp.*........................    121,545       14,296,731
    Jacada Ltd.*....................     96,350        2,685,756
    JNI Corp.*......................     19,380        1,279,080
    Kana Communications, Inc.*......     35,735        7,325,675
    Keynote Systems, Inc.*..........     34,055        2,511,556
    NaviSite, Inc.*.................    136,575       13,657,500
    Netcentives, Inc.*..............    137,445        8,564,542
    Netiq Corp.*....................    180,985        9,422,532
    Ondisplay, Inc.*................     16,240        1,475,810
    Preview Systems, Inc.*..........     93,300        6,052,838
    Quest Software, Inc.*...........     32,030        3,267,060
    Quintus Corp.*..................     24,265        1,113,157
    Radware Ltd.*...................     29,920        1,290,300
    Razorfish, Inc.*................    245,530       23,356,041
    Scient Corp.*...................    139,770       12,081,369
    Silverstream Software, Inc.*....     78,270        9,314,130
    Software.com, Inc.*.............    102,645        9,853,920
    SonicWALL, Inc.*................     22,420          902,405
    Verio, Inc.*....................    474,030       21,894,261
    VerticalNet, Inc.*..............    307,930       50,500,519
    Xpedior, Inc.*..................    117,230        3,370,363
                                                  --------------
                                                     356,686,094
                                                  --------------
CONSUMER PRODUCTS & SERVICES -- 0.6%
    Action Performance Companies,
      Inc.*.........................    126,715        1,457,223
    Critical Path, Inc.*............     66,990        6,322,181
    Egreetings Network, Inc.*.......     95,960          971,595
                                                  --------------
                                                       8,750,999
                                                  --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 4.0%
    Applied Micro Circuits Corp.*...    120,730       15,362,893
    Dionex Corp.*...................    287,965       11,860,558
    Galileo Technology Ltd.*........    253,680        6,120,030
    Pittway Corp. Cl-A..............    218,414        9,787,677
    Sawtek, Inc.*...................    219,020       14,578,519
                                                  --------------
                                                      57,709,677
                                                  --------------
</TABLE>

AST JANUS SMALL-CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
ENTERTAINMENT & LEISURE -- 2.6%
    Ackerley Group, Inc. ...........     34,175   $      619,422
    Championship Auto Racing Teams,
      Inc.*.........................    209,810        4,825,630
    Launch Media, Inc.*.............     82,665        1,565,468
    Playboy Enterprises, Inc.
      Cl-B*.........................    243,115        5,910,733
    Premier Parks, Inc.*............    294,720        8,510,040
    SFX Entertainment, Inc. Cl-A*...    460,235       16,654,755
                                                  --------------
                                                      38,086,048
                                                  --------------
FINANCIAL-BANK & TRUST -- 0.1%
    Digital Insight Corp.*..........     26,110          949,751
                                                  --------------
FINANCIAL SERVICES -- 0.6%
    Investors Financial Service
      Corp. ........................    181,640        8,355,440
                                                  --------------
FOOD -- 0.5%
    Whole Foods Market, Inc.*.......    149,925        6,952,772
                                                  --------------
HEALTHCARE SERVICES -- 0.8%
    Accredo Health, Inc.*...........    149,925        4,610,194
    Apria Healthcare Group, Inc.*...    373,340        6,696,786
                                                  --------------
                                                      11,306,980
                                                  --------------
INSURANCE -- 0.6%
    Blanch, (E.W.) Holdings,
      Inc. .........................     79,185        4,850,081
    StanCorp Financial Group,
      Inc...........................    173,315        4,365,372
                                                  --------------
                                                       9,215,453
                                                  --------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.6%
    Celera Genomics Group*..........     48,365        7,206,385
    Invitrogen Corp.*...............    220,050       13,203,000
    ViroPharma, Inc.*...............     54,630        2,021,310
                                                  --------------
                                                      22,430,695
                                                  --------------
PERSONAL SERVICES -- 0.4%
    Career Education Corp.*.........     89,725        3,443,197
    Corinthian Colleges, Inc.*......     38,200          912,025
    eCollege.com*...................     29,865          326,648
    Lifeminders.com, Inc.*..........     22,780        1,315,545
                                                  --------------
                                                       5,997,415
                                                  --------------
PHARMACEUTICALS -- 6.1%
    Abgenix, Inc.*..................    108,090       14,321,925
    BioCryst Pharmaceuticals,
      Inc.*.........................    198,400        5,852,800
    Enzon, Inc.*....................    854,050       37,044,418
    Priority Healthcare Corp.
      Cl-B*.........................    142,035        4,110,138
    Professional Detailing, Inc.*...    103,620        3,102,124
    QLT PhotoTherapeutics, Inc.*....    410,040       24,089,850
                                                  --------------
                                                      88,521,255
                                                  --------------
PRINTING & PUBLISHING -- 0.9%
    Valassis Communications,
      Inc.*.........................    294,057       12,423,908
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
RETAIL & MERCHANDISING -- 2.4%
    Ames Department Stores, Inc.*...    272,005   $    7,837,144
    Calico Commerce, Inc.*..........     57,130        3,027,890
    Fogdog, Inc.*...................     52,890          502,455
    Liquid Audio, Inc.*.............    133,395        3,501,619
    pcOrder.com, Inc.*..............    185,815        9,476,564
    Rent-Way, Inc.*.................    206,490        3,858,782
    School Specialty, Inc.*.........    398,055        6,020,582
    SmarterKids.com, Inc.*..........     66,890          484,953
                                                  --------------
                                                      34,709,989
                                                  --------------
SEMICONDUCTORS -- 6.5%
    Alpha Industries, Inc.*.........    305,692       17,519,973
    ATMI, Inc.*.....................    275,945        9,123,432
    Quicklogic Corp.*...............     81,720        1,348,380
    Rudolph Technologies, Inc.*.....     47,145        1,579,358
    SDL, Inc.*......................    244,970       53,403,459
    Silicon Image, Inc.*............     39,740        2,784,284
    TriQuint Semiconductor, Inc.*...     54,295        6,040,319
    Virata Corp.*...................     74,750        2,233,156
                                                  --------------
                                                      94,032,361
                                                  --------------
TELECOMMUNICATIONS -- 5.9%
    Adaptive Broadband Corp.*.......     12,260          904,941
    Caprock Communications Corp.*...    101,525        3,293,217
    CTC Communications Group,
      Inc.*.........................    135,605        5,290,714
    Efficient Networks, Inc.*.......     25,300        1,720,400
    Metasolv Software, Inc.*........     39,140        3,199,695
    Natural MicroSystems Corp.*.....     59,205        2,771,534
    Pac-West Telecomm, Inc.*........    233,560        6,189,340
    Spanish Broadcasting Systems,
      Inc.*.........................    434,580       17,491,844
    Splitrock Services, Inc.*.......    245,715        4,883,586
    Terayon Communication Systems,
      Inc.*.........................    156,545        9,832,983
    Viatel, Inc.*...................    316,225       16,957,566
    WinStar Communications, Inc.*...    136,180       10,196,478
    Z-Tel Technologies, Inc.*.......     44,355        1,790,833
                                                  --------------
                                                      84,523,131
                                                  --------------
UTILITIES -- 0.4%
    Avista Corp. ...................    369,380        5,702,304
                                                  --------------
TOTAL COMMON STOCK
  (Cost $637,164,590)...............               1,247,959,820
                                                  --------------
FOREIGN STOCK -- 1.2%
AUTOMOBILE MANUFACTURERS -- 0.0%
    Ducati Motor Holding SPA --
      (ITL)*........................    187,726          484,015
                                                  --------------
ENTERTAINMENT & LEISURE -- 0.3%
    Corporacion Interamericana de
      Entretenimento -- (MXP)*......  1,079,100        4,310,706
                                                  --------------
</TABLE>

AST JANUS SMALL-CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       SHARES         VALUE
                                       ------         -----
<S>                                   <C>         <C>
TELECOMMUNICATIONS -- 0.9%
    Cogeco Cable, Inc. -- (CAD).....    322,013   $    6,000,796
    Moffat Communications Ltd. --
      (CAD).........................    370,130        6,666,699
                                                  --------------
                                                      12,667,495
                                                  --------------
TOTAL FOREIGN STOCK
  (Cost $13,376,952)................                  17,462,216
                                                  --------------
</TABLE>

<TABLE>
<CAPTION>
                                                PAR
                                               (000)
                                             ----------
<S>                                          <C>            <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 6.1%
    Federal Home Loan Bank 1.50%,
      01/03/00..........................     $   18,900      18,898,425
                                                            -----------
    Federal Mortgage Corp. 5.40%,
      01/12/00..........................         25,000      24,958,063
                                                            -----------
    Federal National Mortgage Assoc.
      5.60%, 05/25/00...................         20,000      19,545,778
      5.80%, 03/23/00...................         25,000      24,665,694
                                                            -----------
                                                             44,211,472
                                                            -----------
    (Cost $88,075,786)..................                     88,067,960
                                                            -----------
</TABLE>

<TABLE>
<CAPTION>
                                                PAR
                                               (000)           VALUE
                                             ----------     -----------
<S>                                          <C>            <C>
COMMERCIAL PAPER -- 4.8%
    Household Finance Corp.
      4.50%, 01/03/00
    (Cost $69,982,500)..................     $   70,000     $69,982,500
                                                            -----------
</TABLE>

<TABLE>
<CAPTION>
                                              SHARES
                                              ------
<S>                                          <C>           <C>
SHORT-TERM INVESTMENTS -- 1.0%
    Temporary Investment Cash Fund......     7,234,340          7,234,340
    Temporary Investment Fund...........     7,234,340          7,234,340
                                                           --------------
    (Cost $14,468,680)..................                       14,468,680
                                                           --------------
TOTAL INVESTMENTS -- 99.6%
  (Cost $823,068,508)...................                    1,437,941,176
OTHER ASSETS LESS LIABILITIES -- 0.4%...                        5,270,066
                                                           --------------
NET ASSETS -- 100.0%....................                   $1,443,211,242
                                                           ==============
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST T. ROWE PRICE INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
FOREIGN STOCK -- 96.4%
ARGENTINA -- 0.2%
    Banco de Galicia y Buenos Aires
      SA de CV [ADR] ................      14,013   $    277,633
    Telefonica de Argentina SA Cl-B
      [ADR]..........................      16,220        500,793
                                                    ------------
                                                         778,426
                                                    ------------
AUSTRALIA -- 2.4%
    Brambles Industries Ltd. ........      29,000        802,570
    Broken Hill Proprietary Co.
      Ltd. ..........................      57,895        760,778
    Colonial Ltd. ...................     273,852      1,225,260
    Commonwealth Bank of Australia...      77,068      1,328,121
    Lend Lease Corp. Ltd. ...........      54,830        768,737
    News Corp. Ltd. .................     155,957      1,515,440
    News Corp. Ltd. Pfd. ............     119,030      1,020,545
    Publishing & Broadcasting
      Ltd. ..........................     159,300      1,217,197
    TABCORP Holdings Ltd. ...........      99,000        670,854
    Telstra Corp. ...................      69,000        243,438
    Telstra Corp. Ltd. ..............     281,838      1,533,188
    Westpac Banking Corp. Ltd. ......     191,532      1,322,164
                                                    ------------
                                                      12,408,292
                                                    ------------
BELGIUM -- 1.2%
    Dexia Belgium....................       5,296        848,619
    Fortis Cl-B......................      55,084      1,987,218
    KBC Bancassurance Holdings NV....      45,560      2,454,889
    Societe Europeene des Satellites
      [FDR]*.........................       2,600        379,696
    UCB SA...........................       6,320        274,022
                                                    ------------
                                                       5,944,444
                                                    ------------
BRAZIL -- 2.2%
    Banco Itau SA....................   5,317,000        456,205
    Companhia Brasileira de
      Distribuicoa Grupo Pao de
      Acucar [ADR]...................      26,146        844,843
    Companhia Brasileira de
      Distribuicoa Grupo Pao de
      Acucar [GDR]...................       5,160        166,733
    Companhia Energetica de Minas
      Geras..........................  14,496,779        325,004
    Companhia Energetica de Minas
      Geras [ADR]....................      23,971        541,299
    Petroleo Brasileiro SA...........   6,427,508      1,636,675
    Telecomunicacoes Brasileiras SA
      Pfd. [ADR].....................      50,888      6,539,107
    Telesp Celular SA Pfd. Cl-B......   4,494,000        355,739
    Telesp Telecomunicoes Rights*....  20,554,357        483,565
                                                    ------------
                                                      11,349,170
                                                    ------------
CANADA -- 0.4%
    Alcan Aluminium Ltd. ............      19,180        789,257
    Nortel Networks Corp.............       8,300        838,624
    Royal Bank of Canada.............       8,470        372,598
                                                    ------------
                                                       2,000,479
                                                    ------------
CHINA -- 0.1%
    Huaneng Power International, Inc.
      [ADR]..........................      42,000        443,625
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
DENMARK -- 0.3%
    Den Danske Bank..................       4,970   $    544,293
    Tele Danmark AS..................      12,220        907,057
    Unidanmark AS Cl-A...............       4,020        282,632
                                                    ------------
                                                       1,733,982
                                                    ------------
FINLAND -- 2.2%
    Nokia AB Oyj.....................      62,796     11,384,107
                                                    ------------
FRANCE -- 10.9%
    Alcatel..........................      13,682      3,141,803
    AXA SA...........................      22,342      3,114,244
    Banco Frances SA [ADR]...........      16,411        388,736
    Banque National de Paris*........      24,660      2,275,009
    Cap Gemini SA*...................       8,710      2,210,615
    Carrefour Supermarche SA.........      24,824      4,577,777
    Compagnie de Saint-Gobain........       9,740      1,831,461
    Dexia............................       7,306            147
    Groupe Danone....................       1,710        403,001
    Hermes International Designs*....       7,660      1,155,673
    L'Oreal..........................         687        551,108
    Lafarge SA.......................       5,723        666,310
    Legrand SA.......................       8,353      1,987,928
    Pinault-Printemps Redoute SA.....       6,525      1,721,775
    Rhone-Poulenc SA*................      14,310        831,591
    Sanofi SA*.......................      62,828      2,615,882
    Schneider SA.....................      32,608      2,559,969
    Societe Generale.................       8,134      1,892,390
    Societe Television Francaise.....      10,160      5,320,979
    Sodexho Alliance SA..............      15,750      2,787,063
    STMicroelectronics NV............      29,263      4,503,360
    Total Fina SA Cl-B...............      42,824      5,714,756
    Vivendi..........................      67,000      6,049,502
                                                    ------------
                                                      56,301,079
                                                    ------------
GERMANY -- 6.6%
    Allianz AG.......................       6,770      2,273,940
    Aventis AG.......................       9,737        563,881
    Bayer AG.........................      35,245      1,675,460
    Bayerische Hypo-Und Vereinsbank
      AG.............................      44,879      3,064,555
    Deutsche Bank AG.................      31,314      2,650,762
    Deutsche Telekom AG..............      44,176      3,107,759
    Dresdner Bank AG.................      40,393      2,192,751
    Fielmann AG Pfd. ................       5,023        156,826
    Fresenius AG Pfd. ...............       1,820        344,607
    Gehe AG..........................      35,101      1,361,052
    Mannesmann AG....................      43,500     10,532,177
    Rhoen-Klinikum AG................      18,450        678,241
    SAP AG...........................       4,940      2,427,959
    Siemens AG.......................      11,550      1,477,339
    Veba AG..........................      31,214      1,524,704
                                                    ------------
                                                      34,032,013
                                                    ------------
</TABLE>

AST T. ROWE PRICE INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
HONG KONG -- 3.3%
    Cheung Kong Holdings Ltd. .......     129,000   $  1,638,741
    China Light & Power Co. Ltd. ....     199,000        916,473
    China Telecom Ltd.*..............     675,000      4,220,107
    Dao Heng Bank Group Ltd. ........     102,000        526,172
    Hederson Land Development Co.
      Ltd. ..........................     198,000      1,271,010
    Hong Kong Telecommunications
      Ltd. ..........................     290,400        838,680
    HSBC Holdings PLC................     130,800      1,834,077
    Hutchison Whampoa Ltd. ..........     260,000      3,779,507
    Pacific Century Cyberworks
      Ltd.*..........................     557,000      1,296,932
    Sun Hung Kai Properties Ltd. ....      65,000        677,301
                                                    ------------
                                                      16,999,000
                                                    ------------
INDIA -- 0.2%
    ICICI Ltd.*......................      59,500        825,563
    Mahanagar Telephone Nigam Ltd.
      [GDR]..........................      27,000        303,750
                                                    ------------
                                                       1,129,313
                                                    ------------
IRELAND -- 0.2%
    CBT Group PLC [ADR]*.............      29,560        990,260
                                                    ------------
ITALY -- 5.1%
    Assicurazioni Generali...........      44,960      1,485,233
    Banca Popolare di Brescia........      42,000      3,716,084
    Ente Nazionale Idrocarburi SPA...     394,100      2,167,173
    Instituto Nazionale delle
      Assicurazioni..................     116,000        307,262
    Italgas SPA......................      72,936        276,200
    Mediolanum SPA...................     125,720      1,646,047
    San Paolo-IMI SPA................     124,681      1,693,974
    Seat Pagine Gialle SPA...........     240,000        787,995
    Tecnost SPA*.....................     237,000        895,105
    Telecom Italia Mobile SPA........     692,805      7,738,148
    Telecom Italia SPA...............     295,520      4,166,865
    Unicredito Italiano SPA..........     315,996      1,553,087
                                                    ------------
                                                      26,433,173
                                                    ------------
JAPAN -- 23.1%
    Bridgestone Corp. ...............      30,000        660,664
    Canon, Inc. .....................     138,000      5,483,802
    Citizen Watch Co. Ltd. ..........      45,000        286,288
    Daiichi Pharmaceutical Co.
      Ltd. ..........................      27,000        351,209
    Daiwa House Industry Co. Ltd. ...      85,000        632,280
    DDI Corp. .......................         184      2,521,288
    Denso Corp. .....................     113,000      2,698,640
    East Japan Railway Co. Ltd. .....         213      1,148,703
    Fanuc Co. .......................      18,500      2,355,731
    Fuji Television Network, Inc.....         610        835,862
    Fujitsu Ltd. ....................      95,000      4,332,974
    Hitachi Ltd. ....................     100,000      1,605,168
    Honda Motor Co. Ltd. ............       9,000        334,736
    Ito-Yokado Co. Ltd. .............      15,000      1,629,637
    Kao Corp. .......................      56,000      1,597,729
    Kokuyo Co. Ltd. .................      42,000        559,068
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    Komori Corp. ....................      39,000   $    743,966
    Kuraray Co. Ltd. ................     108,000      1,094,059
    Kyocera Corp. ...................      40,000     10,374,864
    Makita Corp. ....................      58,000        522,267
    Matsushita Electric Industrial
      Co. ...........................     168,000      4,653,421
    Mauri Co. Ltd. ..................      86,000      1,284,487
    Mitsubishi Corp. ................     106,000        818,577
    Mitsubishi Heavy Industries
      Ltd. ..........................     485,000      1,618,724
    Mitsui Fudosan Co. Ltd. .........     215,000      1,456,200
    Murata Manufacturing Co. Ltd. ...      41,000      9,631,007
    NEC Corp. .......................     248,000      5,910,541
    Nippon Telegraph & Telephone
      Corp. .........................         521      8,923,852
    Nomura Securities Co. Ltd. ......     169,000      3,051,825
    NTT Mobile Communication Network,
      Inc. ..........................         167      6,423,706
    Sankyo Co. Ltd. .................      91,000      1,870,412
    Sekisui Chemical Co. Ltd. .......     149,000        660,634
    Sekisui House Ltd. ..............     101,000        894,636
    Seven-Eleven Japan Co. Ltd. .....      10,000      1,585,593
    Shin-Etsu Chemical Co. Ltd. .....      42,000      1,808,750
    Shiseido Co. Ltd. ...............      55,000        802,095
    Softbank Corp.*..................         800        765,783
    Sony Corp. ......................      35,800     10,617,010
    Sumitomo Bank Ltd................     117,000      1,602,065
    Sumitomo Corp. ..................     178,000      1,726,515
    Sumitomo Electric Industries.....     167,000      1,930,381
    TDK Corp. .......................      33,000      4,557,404
    Tokio Marine & Fire Insurance Co.
      Ltd. ..........................      47,000        549,721
    Tokyo Electron Ltd. .............       5,000        685,133
    Toppan Printing Co. Ltd. ........      84,000        838,602
    Toshiba Corp.*...................     348,000      2,656,749
    UNY Co. Ltd. ....................      54,000        528,002
    Yamanouchi Pharmaceutical Co.
      Ltd. ..........................      48,000      1,677,205
                                                    ------------
                                                     119,297,965
                                                    ------------
KOREA -- 1.2%
    Korea Telecom Corp. [ADR]........      25,000      1,868,750
    Pohang Iron & Steel Co. Ltd.
      [ADR]..........................      13,575        475,125
    Samsung Electronics Co. .........      12,806      2,999,908
    SK Telecom Co. Ltd.*.............       2,100        752,708
                                                    ------------
                                                       6,096,491
                                                    ------------
MEXICO -- 1.7%
    Cemex Rights*....................       4,245              0
    Cemex Rights [ADR]*..............       2,027              0
    Cemex SA de CV*..................      67,925        379,950
    Cemex SA de CV [ADR].............      32,436        904,154
    Fomento Economico Mexicano SA de
      CV UBD Units...................     294,820      1,300,630
    Grupo Modelo SA de CV Cl-C.......     213,024        564,317
    Grupo Televisa SA [GDR]*.........      17,634      1,203,521
    Telefonos de Mexico SA Cl-L
      [ADR]..........................      38,014      4,276,574
                                                    ------------
                                                       8,629,146
                                                    ------------
</TABLE>

AST T. ROWE PRICE INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
NETHERLANDS -- 7.3%
    ABN AMRO Holding NV..............      77,566   $  1,937,392
    AKZO Nobel NV....................       7,768        389,613
    ASM Lithography Holding NV*......      45,230      5,024,543
    CSM NV...........................      58,242      1,243,560
    Elsevier NV......................      75,992        907,710
    Equant NV*.......................      16,746      1,900,770
    Fortis (NL) NV...................      72,564      2,612,713
    Gucci Group NV NY Reg. ..........      14,976      1,714,752
    ING Groep NV.....................      96,132      5,803,356
    Koninklijke (Royal) Philips
      Electronics NV.................      35,404      4,813,772
    KPN NV...........................       9,749        951,433
    Royal Dutch Petroleum Co.........      45,704      2,800,975
    TNT Post Group NV................      10,259        293,956
    United Pan-Europe Communications
      NV*............................       6,268        801,728
    VNU NV...........................      32,700      1,718,487
    Wolters Kluwer NV................     148,934      5,039,966
                                                    ------------
                                                      37,954,726
                                                    ------------
NEW ZEALAND -- 0.2%
    Telecom Corp. of New Zealand
      Ltd. ..........................     238,000      1,119,192
                                                    ------------
NORWAY -- 0.5%
    Norsk Hydro AS...................      13,540        567,580
    Orkla ASA Cl-A...................     120,650      2,077,188
                                                    ------------
                                                       2,644,768
                                                    ------------
PORTUGAL -- 0.3%
    Jeronimo Martins SGPS SA.........      64,969      1,662,013
                                                    ------------
SINGAPORE -- 0.7%
    Singapore Press Holdings Ltd. ...      51,456      1,115,318
    Singapore Telecommunications.....     240,000        495,707
    United Overseas Bank Ltd. .......     251,896      2,223,279
                                                    ------------
                                                       3,834,304
                                                    ------------
SPAIN -- 2.9%
    Argentaria Caja Postal Y Banco
      Hipotecario de Espana SA.......      38,126        895,840
    Banco Bilbao Vizcaya SA..........      44,950        640,138
    Banco Popular Espanol SA.........       7,730        504,097
    Banco Santander Central Hispano
      SA.............................     224,520      2,541,651
    Endesa SA........................      64,002      1,270,500
    Gas Natural SDG SA...............      35,253        812,001
    Iberdrola SA.....................     100,943      1,398,908
    Repsol SA........................      57,625      1,336,013
    Telefonica SA....................     232,275      5,801,611
                                                    ------------
                                                      15,200,759
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
SWEDEN -- 3.1%
    Atlas Copco AB Cl-B..............      26,130   $    743,237
    Electrolux AB Cl-B...............     114,380      2,876,977
    Ericsson, (L.M.) Telephone Co.
      Cl-B...........................      34,860      2,241,234
    Esselte AB.......................      14,410        109,244
    Hennes & Mauritz AB Cl-B.........     157,530      5,276,922
    Nordbanken Holding Co. AB........     326,678      1,919,828
    Sandvik AB Cl-B..................      35,340      1,125,663
    Securitas AB Cl-B................      86,265      1,561,449
                                                    ------------
                                                      15,854,554
                                                    ------------
SWITZERLAND -- 4.7%
    ABB AG*..........................      17,982      2,199,331
    ABB Ltd.*........................       9,865      1,202,398
    Adecco SA........................       7,840      6,105,382
    Credit Suisse Group..............       9,640      1,916,134
    Nestle SA........................       3,048      5,583,757
    Roche Holding AG.................         315      3,738,931
    Swisscom AG......................       1,594        644,688
    UBS AG...........................      10,510      2,838,221
                                                    ------------
                                                      24,228,842
                                                    ------------
TAIWAN -- 0.2%
    Hon Hai Precision Industry Co.
      Ltd. [GDR] 144A*...............      50,940        984,670
                                                    ------------
UNITED KINGDOM -- 15.2%
    Abbey National PLC...............     114,000      1,823,028
    AstraZeneca Group PLC............      80,229      3,327,972
    BG Group PLC.....................     111,642        721,340
    British Petroleum Co. PLC........     209,680      2,108,383
    Cable & Wireless PLC.............     347,300      5,884,824
    Cadbury Schweppes PLC............     374,712      2,263,719
    Caradon PLC......................     144,530        364,197
    Centrica PLC.....................     113,589        322,008
    Compass Group PLC................     311,000      4,270,046
    Diageo PLC.......................     288,236      2,318,626
    Electrocomponents PLC............      90,000        996,559
    GKN PLC..........................      32,000        503,974
    Glaxo Wellcome PLC...............     185,000      5,229,534
    Hays PLC.........................      21,100        336,057
    Kingfisher PLC...................     426,900      4,737,357
    Ladbroke Group PLC...............     191,000        611,646
    Laing, (John) PLC Cl-A...........      70,000        315,468
    Marconi PLC......................     146,000      2,583,559
    National Westminster Bank PLC....     424,670      9,123,395
    Rank Group PLC...................      49,400        156,400
    Reed International PLC...........     650,740      4,872,036
    Rio Tinto PLC....................     121,600      2,936,486
    Safeway PLC......................     129,660        444,012
</TABLE>

AST T. ROWE PRICE INTERNATIONAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                    <C>          <C>
    Shell Transport & Trading Co.
      PLC............................     820,000   $  6,814,790
    Smith, (Davis S.) Holdings PLC...     141,900        457,276
    SmithKline Beecham PLC...........     397,440      5,071,681
    Tesco PLC........................     489,600      1,488,777
    Tomkins PLC......................     522,444      1,687,808
    Unilever PLC.....................     376,571      2,770,693
    United News & Media PLC..........     118,170      1,506,043
    Vodafone AirTouch PLC............     509,500      2,524,538
                                                    ------------
                                                      78,572,232
                                                    ------------
TOTAL FOREIGN STOCK
(Cost $332,992,554)..................                498,007,025
                                                    ------------
U.S. STOCK -- 0.4%
ELECTRONIC COMPONENTS & EQUIPMENT
    Celestica, Inc.*
    (Cost $1,291,309)................      40,332      2,238,426
                                                    ------------
TOTAL INVESTMENTS -- 96.8%
  (Cost $334,283,863)................                500,245,451
OTHER ASSETS LESS
  LIABILITIES -- 3.2%................                 16,578,367
                                                    ------------
NET ASSETS -- 100.0%.................               $516,823,818
                                                    ============
</TABLE>

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

<TABLE>
<CAPTION>
INDUSTRY
--------
<S>                                                     <C>
Aerospace.............................................   0.3%
Automobile Manufacturers..............................   1.9%
Automotive Parts......................................   0.1%
Beverages.............................................   1.7%
Broadcasting..........................................   1.8%
Building Materials....................................   1.4%
Business Services.....................................   1.7%
Chemicals.............................................   6.5%
Clothing & Apparel....................................   0.3%
Conglomerates.........................................   0.3%
Construction..........................................   0.5%
Consumer Products & Services..........................   6.4%
Electronic Components & Equipment.....................  10.1%
Entertainment & Leisure...............................   1.4%
Equipment Services....................................   0.5%
Financial-Bank & Trust................................   6.8%
Financial Services....................................   4.2%
Food..................................................   5.9%
Hotels & Motels.......................................   0.1%
Industrial Products...................................   2.9%
Insurance.............................................   1.7%
Machinery & Equipment.................................   1.0%
Medical Supplies & Equipment..........................   1.2%
Metals & Mining.......................................   1.2%
Office Equipment......................................   2.0%
Oil & Gas.............................................   3.6%
Paper & Forest Products...............................   0.5%
Pharmaceuticals.......................................   5.1%
Printing & Publishing.................................   6.9%
Real Estate...........................................   0.6%
Retail & Merchandising................................   0.9%
Semiconductors........................................   0.5%
Telecommunications....................................  11.4%
Transportation........................................   1.2%
Utilities.............................................   3.8%
                                                        ----
Total.................................................  96.4%
                                                        ====
</TABLE>

--------------------------------------------------------------------------------
Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 0.2% of net assets.

See Notes to Financial Statements.


AST T. ROWE PRICE INTERNATIONAL BOND PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PRINCIPAL
                                        IN LOCAL
                                        CURRENCY
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
FOREIGN BONDS -- 89.1%
AUSTRALIA -- 2.3%
    Australian Government
      8.75%, 08/15/08.................       890    $    653,301
    Federal National Mortgage Assoc.
      6.375%, 08/15/07................     2,000       1,234,372
    Queensland Treasury Corp.
      6.50%, 06/14/05.................     2,000       1,285,972
                                                    ------------
                                                       3,173,645
                                                    ------------
AUSTRIA -- 3.8%
    Austrian National Government
      4.75%, 12/20/04.................   140,000       1,620,270
      5.00%, 01/15/08.................     3,689       3,607,537
                                                    ------------
                                                       5,227,807
                                                    ------------
CANADA -- 1.0%
    Canadian Government
      9.00%, 06/01/25.................     1,500       1,381,954
                                                    ------------
DENMARK -- 5.7%
    Kingdom of Denmark 6.00%,
      11/15/02........................    45,000       6,256,997
      8.00%, 03/15/06.................    10,600       1,619,767
                                                    ------------
                                                       7,876,764
                                                    ------------
EUROPEAN CURRENCY UNIT -- 5.2%
    American Standard Co., Inc.
      7.125%, 06/01/06................       340         343,287
    Carrier 1 13.25%, 02/15/09........       120         128,714
    Cyprus Government 5.375%,
      07/28/08........................       700         660,840
    Dura Operating Corp. 9.00%,
      05/01/09........................       350         333,115
    European Investment Bank 4.00%,
      04/15/09........................     1,400       1,252,583
    Hermes Europe Railtel 10.375%,
      01/15/06........................       320         325,511
    Huntsman ICI Chemicals 10.125%,
      07/01/09........................       280         298,217
    Hypothekenbank In Essen 4.25%,
      07/06/09........................     2,100       1,890,614
    Lloyds TSB Bank PLC 5.625%,
      07/15/49........................       600         559,815
    Metromedia Fiber Network 10.00%,
      12/15/09........................       176         184,349
    Orange PLC 7.625%, 08/01/08.......       320         338,403
    Public Power Corp. 4.50%,
      03/12/09........................       700         616,386
    Slovenian Government 5.375%,
      05/27/05........................       300         298,429
                                                    ------------
                                                       7,230,263
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                        PRINCIPAL
                                        IN LOCAL
                                        CURRENCY
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
FRANCE -- 4.3%
    Caisse Nationale des Autoroutes
      5.85%, 03/24/13.................     1,006    $  1,003,224
    French Treasury Bill 4.50%,
      07/12/02........................     3,142       3,168,266
    Reseau Ferre de France 5.25%,
      04/14/10........................     1,000         970,289
    SunAmerica Institutional Funding
      5.25%, 05/20/09.................     5,500         803,875
                                                    ------------
                                                       5,945,654
                                                    ------------
GERMANY -- 21.4%
    Bank Nederlandse Gemeenten 6.25%,
      08/10/00........................     1,000         522,132
      5.25%, 10/01/01.................     2,100       1,096,367
    Colt Telecom Group PLC 8.875%,
      11/30/07........................       470         251,707
    Deutschland Republic 4.50%,
      05/17/02........................     3,770       3,808,349
      6.875%, 05/12/05................     3,362       3,678,888
      5.25%, 01/04/08.................     2,760       2,766,949
    Inter-American Bank 1.90%,
      07/08/09........................   530,000       5,285,994
    Inter-American Development Bank
      7.00%, 06/08/05.................     4,500       2,500,562
    KFW International Finance, Inc.
      5.50%, 06/18/04.................     2,310       3,549,440
      6.75%, 06/20/05.................     2,301       2,485,036
    Minnesota Mining & Manufacturing
      Co. 5.00%, 10/15/01.............       900         466,211
    SunAmerica Institutional Funding
      5.125%, 04/15/08................     2,800       1,371,675
    Tennessee Valley Authority 6.375%,
      09/18/06........................     3,000       1,620,078
                                                    ------------
                                                      29,403,388
                                                    ------------
GREECE -- 1.9%
    Greek Government 6.50%,
      01/11/14........................   845,000       2,559,769
                                                    ------------
ITALY -- 5.7%
    Italian Government 9.00%,
      10/01/03........................     5,565       6,369,576
      7.25%, 11/01/26.................     1,378       1,571,081
                                                    ------------
                                                       7,940,657
                                                    ------------
JAPAN -- 16.9%
    Asian Development Bank 3.125%,
      06/29/05........................   200,000       2,167,955
    Central Bank of Tunisia 4.95%,
      09/27/11........................    65,000         683,114
    European Investment Bank 4.625%,
      02/26/03........................    80,000         885,661
      3.00%, 09/20/06.................    50,000         544,631
      2.125%, 09/20/07................   140,000       1,438,573
</TABLE>

AST T. ROWE PRICE INTERNATIONAL BOND PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PRINCIPAL
                                        IN LOCAL
                                        CURRENCY
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
    International Bank Reconstruction
      & Development 4.75%, 12/20/04...   100,000    $  1,162,279
    Japanese Government 0.90%,
      12/22/08........................   550,000       5,008,434
    KFW International Finance 1.00%,
      12/20/04........................   558,000       5,475,960
    Korea Development Bank 2.56%,
      06/26/01........................   100,000         995,559
      1.875%, 02/13/02................    60,000         591,690
    Korea Industrial Leasing 2.20%,
      08/07/02........................    70,000         685,133
    Republic of Austria 4.50%,
      09/28/05........................   170,000       1,975,790
    Toyota Motor Credit Corp. 1.00%,
      12/20/04........................   150,000       1,464,471
    United Mexican States 3.85%,
      12/31/19........................    35,000         315,161
                                                    ------------
                                                      23,394,411
                                                    ------------
NETHERLANDS -- 5.4%
    Netherlands Government 5.75%,
      01/15/04........................     4,946       5,145,966
      5.50%, 01/15/28.................       720         675,838
    Tecnost International NV 5.375%,
      07/30/04........................     1,300       1,265,173
    United Pan-Europe Communications
      10.875%, 08/01/09...............       400         409,910
                                                    ------------
                                                       7,496,887
                                                    ------------
PORTUGAL -- 0.4%
    European Investment Bank 5.25%,
      03/23/02........................   100,000         507,288
                                                    ------------
RUSSIA -- 0.1%
    Russia Ofz
      30.00%, 07/14/00-09/25/00
        [VR]++........................     5,100          60,054
      0.00%, 05/17/00 [ZCB] ++........     1,980          50,057
      58.75%, 12/15/01 [ZCB] ++.......     1,457          12,254
                                                    ------------
                                                         122,365
                                                    ------------
SPAIN -- 5.0%
    Spanish Government 6.15%,
      01/31/13........................     5,457       5,703,310
      6.00%, 01/31/29.................     1,202       1,205,414
                                                    ------------
                                                       6,908,724
                                                    ------------
SWEDEN -- 2.8%
    Swedish Government 5.50%,
      04/12/02........................    21,500       2,549,959
      6.50%, 10/25/06.................    11,000       1,357,411
                                                    ------------
                                                       3,907,370
                                                    ------------
UNITED KINGDOM -- 7.2%
    Abbey National Treasury 5.25%,
      01/21/04........................       780       1,184,653
</TABLE>

<TABLE>
<CAPTION>
                                        PRINCIPAL
                                        IN LOCAL
                                        CURRENCY
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
    Alliance & Leicester BLD 8.75%,
      12/07/06........................     1,300    $  2,249,297
    Doncasters PLC 8.125%, 05/01/09...       200         315,791
    Energis PLC 9.50%, 06/15/09.......       100         171,626
    Federal National Mortgage Assoc.
      6.875%, 06/07/02................       990       1,599,787
    Gallaher Group PLC 5.875%,
      08/06/08........................       500         240,300
    Halifax Building Society 8.75%,
      07/10/06........................       600       1,047,441
    KFW International Finance Series
      NOV 5.50%, 06/18/04.............     1,000       1,537,120
    LCR Finance PLC 4.75%, 12/31/10...       540         781,765
    NTL, Inc. [STEP] 10.75%,
      04/01/08........................       340         370,711
    TDL Infomedia 12.125%, 10/15/09...       145         233,926
    Telewest Communications PLC [STEP]
      9.256%, 04/15/09................       263         263,391
                                                    ------------
                                                       9,995,808
                                                    ------------
TOTAL FOREIGN BONDS
  (Cost $130,847,009).................               123,072,754
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)
                                        --------
<S>                                     <C>        <C>
SOVEREIGN ISSUES -- 4.3%
ARGENTINA -- 0.4%
    Republic of Argentina [FRB, BRB]
      5.938%, 03/31/05................  $   198         177,461
      6.00%, 03/31/23.................      575         379,529
                                                   ------------
                                                        556,990
                                                   ------------
BRAZIL -- 0.7%
    Republic of Brazil Capitalization
      [FRB, BRB] 5.00%, 04/15/14......    1,213         907,602
                                                   ------------
BULGARIA -- 0.9%
    National Republic of Bulgaria
      2.50%, 07/28/12.................    1,270         917,575
    National Republic of Bulgaria
      [FRN, BRB] 6.50%, 07/28/11......      355         281,116
                                                   ------------
                                                      1,198,691
                                                   ------------
COLOMBIA -- 0.0%
    Colombian Government 9.75%,
      04/23/09........................       30          27,969
                                                   ------------
</TABLE>

AST T. ROWE PRICE INTERNATIONAL BOND PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PAR
                                          (000)        VALUE
                                        ---------   ------------
<S>                                     <C>         <C>
MEXICO -- 0.9%
    United Mexican States 11.50%,
      05/15/26........................  $    521    $    618,557
    United Mexican States Cl-W-A [BRB]
      6.25%, 12/31/19.................       600         471,750
    United Mexican States Cl-W-B [BRB]
      6.25%, 12/31/19.................       250         195,938
                                                    ------------
                                                       1,286,245
                                                    ------------
POLAND -- 1.2%
    Government of Poland [STEP, BRB]
      3.00%, 10/27/24.................     1,750       1,078,437
    Government of Poland PDI [BRB]
      5.00%, 10/27/14.................       600         529,499
      5.00%, 10/27/14.................       125         110,313
                                                    ------------
                                                       1,718,249
                                                    ------------
RUSSIA -- 0.2%
    Russia -- IAN [FRN] 5.969%,
      12/15/15........................     1,038         173,216
    Russia Principal Loans [FRN]
      2.984%, 12/15/20................       810         119,475
                                                    ------------
                                                         292,691
                                                    ------------
TOTAL SOVEREIGN ISSUES
  (Cost $6,606,129)...................                 5,988,437
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES
                                        --------
<S>                                     <C>        <C>
FOREIGN STOCK -- 0.0%
MEXICO -- 0.0%
    Mexican Value Recovery Rights*....   233,000              0
                                                   ------------
NIGERIA -- 0.0%
    Central Bank of Nigeria
      Warrants*.......................       250              0
                                                   ------------
SWITZERLAND -- 0.0%
    Carrier 1 Warrants*...............       120   $         13
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                        --------   ------------
<S>                                     <C>        <C>
VENEZUELA -- 0.0%
    Republic of Venezuela Warrants*...     1,250   $          0
                                                   ------------
TOTAL FOREIGN STOCK
  (Cost $0)...........................                       13
                                                   ------------
TOTAL INVESTMENTS -- 93.4%
  (Cost $137,453,138).................              129,061,204
OTHER ASSETS LESS
  LIABILITIES -- 6.6%.................                9,082,841
                                                   ------------
NET ASSETS -- 100.0%..................             $138,144,045
                                                   ============
</TABLE>

Foreign currency exchange contracts outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                             IN                      UNREALIZED
SETTLEMENT                 CONTRACTS      EXCHANGE    CONTRACTS    APPRECIATION/
  MONTH      TYPE         TO RECEIVE        FOR        AT VALUE    (DEPRECIATION)
---------------------------------------------------------------------------------
<S>          <C>    <C>  <C>             <C>          <C>          <C>
02/00        Buy    CAD      4,423,480   $2,990,858   $3,055,375      $ 64,517
01/00        Buy    EUR      4,928,536    5,000,000    4,971,289       (28,711)
01/00        Buy    JPY    149,321,604    1,458,219    1,465,460         7,241
                                         ----------   ----------      --------
                                         $9,449,077   $9,492,124      $ 43,047
                                         ==========   ==========      ========
</TABLE>

<TABLE>
<CAPTION>
                                                          IN         UNREALIZED
SETTLEMENT                 CONTRACTS                   EXCHANGE    APPRECIATION/
  MONTH      TYPE         TO RECEIVE                     FOR       (DEPRECIATION)
---------------------------------------------------------------------------------
<S>          <C>    <C>  <C>             <C>          <C>          <C>
01/00        Buy    EUR      1,093,174          CAD    1,638,208     $ (28,407)
01/00        Buy    EUR      1,532,401          GBP      956,617         1,001
01/00        Buy    EUR        971,938          SEK    8,378,103        (6,667)
02/00        Buy    JPY    297,206,669          AUD    4,607,855       (92,399)
                                                                     ---------
                                                                     $(126,472)
                                                                     =========
</TABLE>

<TABLE>
<CAPTION>
                                             IN
SETTLEMENT                 CONTRACTS      EXCHANGE    CONTRACTS     UNREALIZED
  MONTH      TYPE         TO DELIVER        FOR        AT VALUE    DEPRECIATION
-------------------------------------------------------------------------------
<S>          <C>    <C>  <C>             <C>          <C>          <C>
01/00        Sell   DKK     12,162,803   $1,643,622   $1,648,036     $  4,414
                                         ==========   ==========     ========
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

++ Illiquid security. At the end of the year, these securities amounted to less
than 0.1% of net assets.

See Notes to Financial Statements.


AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
COMMON STOCK -- 98.9%
ADVERTISING -- 1.5%
    DoubleClick, Inc.* ...............     17,700   $  4,479,206
    Lamar Advertising Co.* ...........     21,800      1,320,263
                                                    ------------
                                                       5,799,469
                                                    ------------
BROADCASTING -- 4.4%
    AMFM, Inc.* ......................     21,300      1,666,725
    Emmis Communications Corp.
      Cl-A* ..........................     60,400      7,528,294
    Entercom Communications Corp.* ...     58,900      3,887,400
    Westwood One, Inc.* ..............     55,000      4,180,000
                                                    ------------
                                                      17,262,419
                                                    ------------
BUSINESS SERVICES -- 6.3%
    CheckFree Holdings Corp.* ........     78,000      8,150,999
    Clarent, Corp.* ..................     22,200      1,726,050
    Digex, Inc.* .....................     45,100      3,100,625
    Micromuse, Inc.* .................     19,600      3,332,000
    Phone.com, Inc.* .................      8,600        997,063
    PurchasePro.com, Inc.* ...........     14,500      1,993,750
    Safeguard Scientifics, Inc.* .....     34,200      5,542,538
                                                    ------------
                                                      24,843,025
                                                    ------------
CLOTHING & APPAREL -- 1.6%
    AnnTaylor Stores Corp.* ..........     63,300      2,179,894
    Limited, Inc. ....................     90,900      3,937,106
                                                    ------------
                                                       6,117,000
                                                    ------------
COMPUTER HARDWARE -- 1.2%
    Adaptec, Inc.* ...................     98,800      4,927,650
                                                    ------------
COMPUTER SERVICES & SOFTWARE -- 25.0%
    BEA Systems, Inc.* ...............     30,100      2,105,119
    BroadVision, Inc.* ...............     25,600      4,353,600
    Citrix Systems, Inc.* ............    121,600     14,956,799
    CMG PLC* .........................      7,700      2,131,938
    Comverse Technology, Inc.* .......     51,400      7,440,149
    Covad Communications Group,
      Inc.* ..........................     49,800      2,785,688
    Intuit, Inc.* ....................    113,000      6,772,938
    Lycos, Inc.* .....................     39,700      3,158,631
    Network Appliance, Inc.* .........     78,000      6,478,875
    Peregrine Systems, Inc.* .........     85,600      7,072,700
    Portal Software, Inc.* ...........     20,700      2,129,513
    PSINet, Inc.* ....................     82,600      5,100,550
    Rational Software Corp.* .........     93,800      4,607,925
    Siebel Systems, Inc.* ............     81,900      6,879,600
    Starmedia Network, Inc.* .........     47,900      1,918,994
    USWeb Corp.* .....................    108,100      4,803,694
    VERITAS Software Corp.* ..........    109,450     15,665,030
                                                    ------------
                                                      98,361,743
                                                    ------------
CONSUMER PRODUCTS & SERVICES -- 0.7%
    S1 Corp.* ........................     35,200      2,750,000
                                                    ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 13.1%
    Altera Corp.* ....................     84,300      4,178,119
    Analog Devices, Inc.* ............     54,800      5,096,400
    Broadcom Corp.* ..................      6,200      1,688,725
    Conexant Systems, Inc.* ..........     75,400      5,004,675
    E-Tek Dynamics, Inc.* ............     28,600      3,850,275
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
    Flextronics International
      Ltd.* ..........................    109,000   $  5,014,000
    Gemstar International Group
      Ltd.* ..........................    106,700      7,602,374
    KLA-Tencor Corp.* ................      9,900      1,102,613
    Metromedia Fiber Network, Inc.
      Cl-A* ..........................    149,300      7,157,068
    Sanmina Corp.* ...................     69,800      6,971,275
    Tandy Corp.* .....................     85,000      4,180,938
                                                    ------------
                                                      51,846,462
                                                    ------------
ENTERTAINMENT & LEISURE -- 2.6%
    Harley-Davidson, Inc. ............     87,800      5,624,687
    Park Place Entertainment
      Corp.* .........................    255,900      3,198,750
    Royal Caribbean Cruises Ltd. .....     28,600      1,410,338
                                                    ------------
                                                      10,233,775
                                                    ------------
FINANCIAL SERVICES -- 4.3%
    Capital One Financial Corp. ......     75,300      3,628,519
    Donaldson, Lufkin & Jenrette,
      Inc. ...........................     49,900      2,413,913
    E*TRADE Group, Inc.* .............    129,400      3,380,575
    Lehman Brothers Holdings, Inc. ...     40,100      3,395,969
    Providian Financial Corp. ........     47,400      4,316,362
                                                    ------------
                                                      17,135,338
                                                    ------------
FOOD -- 0.5%
    Starbucks Corp.* .................     79,000      1,915,750
                                                    ------------
MEDICAL SUPPLIES & EQUIPMENT -- 3.1%
    MiniMed, Inc.* ...................     60,500      4,431,625
    PE Corp. -- PE Biosystems Group...     64,900      7,808,281
                                                    ------------
                                                      12,239,906
                                                    ------------
OIL & GAS -- 1.3%
    Coastal Corp. ....................     80,800      2,863,350
    Union Pacific Resources Group,
      Inc. ...........................    186,000      2,371,500
                                                    ------------
                                                       5,234,850
                                                    ------------
PHARMACEUTICALS -- 8.8%
    Biogen, Inc.* ....................     82,800      6,996,600
    Gilead Sciences, Inc.* ...........     77,500      4,194,688
    Immunex Corp.* ...................     43,600      4,766,025
    MedImmune, Inc.* .................     52,500      8,708,437
    QLT PhotoTherapeutics, Inc.* .....     64,400      3,783,500
    Sepracor, Inc.* ..................     33,000      3,273,188
    Waters Corp.* ....................     53,200      2,819,600
                                                    ------------
                                                      34,542,038
                                                    ------------
PRINTING & PUBLISHING -- 0.9%
    Valassis Communications, Inc.* ...     85,650      3,618,713
                                                    ------------
RETAIL & MERCHANDISING -- 4.8%
    Best Buy Co., Inc.* ..............     69,800      3,503,088
    Circuit City Stores, Inc. ........     81,700      3,681,606
    FreeMarkets, Inc.* ...............      3,600      1,228,725
    Tiffany & Co. ....................     59,100      5,274,675
    Williams-Sonoma, Inc.* ...........    115,200      5,299,200
                                                    ------------
                                                      18,987,294
                                                    ------------
SEMICONDUCTORS -- 8.4%
    JDS Uniphase Corp.* ..............     35,700      5,758,856
    Maxim Integrated Products,
      Inc.* ..........................    148,000      6,983,750
</TABLE>

AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
    PMC-Sierra, Inc.* ................     48,400   $  7,759,125
    Qlogic Corp* .....................     13,100      2,094,363
                                                    ------------
    Vitesse Semiconductor Corp.* .....     89,800      4,708,888
    Xilinx, Inc.* ....................    127,700      5,806,359
                                                    ------------
                                                      33,111,341
                                                    ------------
TELECOMMUNICATIONS -- 9.3%
    Adelphia Communications Corp.
      Cl-A* ..........................     44,700      2,933,438
    Copper Mountain Networks,
      Inc.* ..........................     39,000      1,901,250
    EchoStar Communications Corp.
      Cl-A* ..........................     40,300      3,929,250
    Efficient Networks, Inc.* ........     57,700      3,923,600
    Intermedia Communications,
      Inc.* ..........................    114,900      4,459,556
    Next Level Communications,
      Inc.* ..........................     11,700        876,038
    NTL, Inc.* .......................     61,900      7,722,024
    Voicestream Wireless Corp.* ......     43,000      6,119,437
    WinStar Communications, Inc.* ....     64,000      4,792,000
                                                    ------------
                                                      36,656,593
                                                    ------------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
UTILITIES -- 1.1%
    Calpine Corp.* ...................     66,200   $  4,236,800
                                                    ------------
TOTAL COMMON STOCK
  (Cost $238,875,725).................               389,820,166
                                                    ------------
SHORT-TERM INVESTMENTS -- 4.3%
    Temporary Investment Cash Fund ...  8,550,250      8,550,250
    Temporary Investment Fund ........  8,550,250      8,550,250
                                                    ------------
    (Cost $17,100,500)................                17,100,500
                                                    ------------
TOTAL INVESTMENTS -- 103.2%
  (Cost $255,976,225).................               406,920,666
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (3.2)%....................               (12,595,472)
                                                    ------------
NET ASSETS -- 100.0%..................              $394,325,194
                                                    ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST FOUNDERS PASSPORT PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
FOREIGN STOCK -- 99.1%
AUSTRALIA -- 5.5%
    Catuity, Inc.*..................       9,678   $    109,995
    Challenger International........     272,677        738,093
    Chaosmusic Ltd.*................      61,925         43,533
    Davnet Ltd.*....................     836,475      1,263,997
    ERG Ltd.*.......................     103,400        580,834
    FiberTel Ltd.*..................     202,275        182,066
    Formida Holdings Ltd.*..........      13,852         27,211
    Health Communications Network
      Ltd.*.........................     622,350        633,770
    Multiemedia.com Ltd.*...........   1,809,150        843,914
    One.Tel*........................     446,625        689,567
    PowerLan Ltd.*..................     450,900        438,437
    Sausage Software Ltd.*..........     391,200      1,336,496
    Solution 6 Holdings Ltd.*.......      97,975      1,068,535
    Solutions Ltd.*.................     497,600      2,255,770
    Technology One Ltd.*............     163,825        315,365
    Westel Group Ltd.*..............   2,675,982      1,441,659
                                                   ------------
                                                     11,969,242
                                                   ------------
AUSTRIA -- 0.5%
    Austria Technologie &
      Systemtechnik AG*.............      16,700        872,928
    DO & CO Restaurants &
      Catering*.....................       7,000        262,967
                                                   ------------
                                                      1,135,895
                                                   ------------
BRAZIL -- 1.5%
    Tele Celular Sul Participacoes
      SA [ADR]*.....................      44,000      1,397,000
    Tele Centro Oeste Celular
      Participacoes SA [ADR]*.......     158,300      1,028,950
    Tele Nordeste Celular
      Participacoes SA [ADR]*.......      15,900        802,950
                                                   ------------
                                                      3,228,900
                                                   ------------
DENMARK -- 0.8%
    Vestas Wind Systems AS 144A*....       9,375      1,660,481
                                                   ------------
DOMINICAN REPUBLIC -- 0.4%
    Tricom SA [ADR]*................      38,050        856,125
                                                   ------------
EGYPT -- 0.5%
    Commercial International Bank
      [GDR]*........................      76,900      1,101,208
                                                   ------------
FINLAND -- 4.5%
    Comptel Oyj*....................      26,750      1,881,579
    Data Fellows Oyj*...............      16,175        472,429
    Elcoteq Network.................      18,975        290,482
    JOT Automation Group Oyj........      96,875        902,502
    PMJ automec Oyj.................      49,800        585,322
    Stonesoft Oyj*..................      98,200      1,305,509
    Talentum Oyj Cl-B...............      44,725      1,085,580
    Teleste Oyj*....................     143,300      2,338,061
    TJ Group Oyj*...................      26,400        930,607
                                                   ------------
                                                      9,792,071
                                                   ------------
FRANCE -- 5.9%
    ALTEN...........................       6,475      1,116,447
    Avenir Telecom*.................       3,275        620,762
    Coheris Atix*...................       4,057   $    747,331
    Consodata SA*...................      22,950      1,040,135
    Cross Systems*..................       2,825        625,944
    FI System.......................       3,276        996,427
    Infosources*....................      16,175      1,197,364
    IPSOS*..........................      15,525      1,283,717
    Neopost SA*.....................      26,150      1,099,569
    Remy Cointreau SA*..............      34,200        768,802
    Silicon-On-Insulator
      Technologies (Soitec)*........       5,700        774,428
    Valtech*........................      11,125        918,213
    Wavecom SA*.....................      19,425      1,711,843
                                                   ------------
                                                     12,900,982
                                                   ------------
GERMANY -- 14.4%
    ADVA AG Optical Networking*.....       7,225      1,368,013
    Articon Information Systems
      AG*...........................      16,175        822,679
    Balda AG*.......................      11,950        974,872
    Brokat Infosystems AG*..........      11,050      2,203,545
    Easy Software AG*...............      10,339        499,821
    Emprise Management Consulting
      AG*...........................      36,840      2,422,854
    Fantastic Corp.*................      15,000      2,719,307
    Fluxx.com AG*...................      16,300        508,913
    GFK AG*144A.....................      39,975      1,610,434
    Intermediahouse.com*............       8,650        331,050
    Intershop Communications AG*....       7,651      2,188,422
    JUMPtec Industrielle
      Computertechnik AG*...........       3,500        305,972
    Kabel New Media*................       4,050        101,566
    Kamps AG........................      26,747      1,858,740
    Pandatel AG*....................       5,550        380,099
    Pixelpark AG....................      12,700      1,496,525
    ricardo.de AG*..................      25,479      3,015,190
    Secunet Security AG*............      27,525      1,250,254
    SinnerSchrader AG*..............      22,550      1,078,784
    Telegate AG*....................      24,525      1,427,682
    Tomorrow Internet*..............      26,500      1,361,164
    Utimaco Safeware AG*............      11,225      1,882,327
    Zapf Creation AG*...............      42,450      1,415,143
                                                   ------------
                                                     31,223,356
                                                   ------------
GREECE -- 0.7%
    Etba Leasing SA*................      56,300        514,908
    Intralot SA*....................         350         28,329
    Jazztel PLC [ADR]*..............      14,125        919,890
                                                   ------------
                                                      1,463,127
                                                   ------------
HONG KONG -- 4.1%
    ASM Pacific Technology Ltd. ....     234,000        415,411
    CCT Telecom Holdings Ltd........   1,720,000      1,272,271
    E-New Media Co. Ltd.............   3,800,000      1,857,593
    Hanny Holdings Ltd.*............   1,476,000      1,395,588
    Quality Healthcare*.............      48,000         18,524
</TABLE>

AST FOUNDERS PASSPORT PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    Sino-I.com Ltd.*................  11,891,000   $  1,101,373
    TCL International Holdings
      Ltd.*.........................   4,108,000      2,880,119
                                                   ------------
                                                      8,940,879
                                                   ------------
INDONESIA -- 0.7%
    Multipolar Corp.*...............   7,733,000      1,355,696
    PT Kalbe Farma*.................   1,486,000        239,249
                                                   ------------
                                                      1,594,945
                                                   ------------
IRELAND -- 1.1%
    Grafton Group PLC...............      14,900        337,647
    ITG Group PLC*..................     177,879      1,746,723
    Jurys Doyle Hotel Group PLC.....      35,975        264,495
                                                   ------------
                                                      2,348,865
                                                   ------------
ISRAEL -- 0.6%
    BATM Advanced Communications
      Ltd. .........................      16,950      1,396,346
                                                   ------------
ITALY -- 2.9%
    Class Editori SPA...............     108,850      1,896,571
    Ericsson SPA....................      39,775      2,269,366
    Magneti Marelli SPA*............     238,225        909,329
    Tiscali SPA*....................       2,900      1,177,057
                                                   ------------
                                                      6,252,323
                                                   ------------
JAPAN -- 10.6%
    Alpha Systems, Inc. ............       4,200        883,821
    Chiyoda Integre Co. Ltd. .......      29,000        383,185
    Enplas Corp. ...................      12,700        472,350
    Global-Dining, Inc. ............      15,000      1,086,425
    H.I.S. Co. Ltd. ................       7,980        569,386
    INES Corp. .....................      68,000      2,202,995
    Innotech Corp. .................      36,800      1,656,846
    Justsystem Corp. ...............       6,000        364,099
    Kappa Create Co. Ltd. ..........      36,000        757,561
    Kinseki Ltd. ...................      51,000        541,597
    Koha Co. Ltd. ..................       8,000        555,936
    Megane Top Co. Ltd. ............      25,000        856,416
    Mobilephone Telecommunications
      International Ltd. ...........       4,500      4,492,513
    Moritex Corp. ..................       4,000        195,752
    NIDEC Copal Electronics
      Corp. ........................      58,000      1,084,271
    Nikko Travel Co. Ltd. ..........      37,000        778,604
    PC DEPOT Corp. .................         300        396,398
    PCA Corp. ......................      15,063        950,928
    Plaza Create Co. Ltd. ..........      11,500      1,181,854
    RENOWN, Inc. ...................      43,000        105,217
    Shobunsha Publications, Inc. ...       4,600        288,147
    Tanseisha Co. Ltd. .............      63,500        435,059
    Uchida Yoko Co. Ltd. ...........     199,000      1,217,334
    Yokowo Co. Ltd. ................      55,000      1,372,712
    Zuken, Inc. ....................       8,200        313,810
                                                   ------------
                                                     23,143,216
                                                   ------------
KOREA -- 1.6%
    Cybertek Holdings*..............         100          1,541
    Kasan Electronics...............         100            771
    Korea Technology Banking Co. ...      29,000        280,934
    Kumho Electric, Inc. ...........      11,893        379,152
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    LG Ad, Inc.*....................      15,120   $    838,890
    Mirae Co. ......................     145,100      1,128,343
    The Will-Bes & Co. .............      79,790        797,605
                                                   ------------
                                                      3,427,236
                                                   ------------
MALAYSIA -- 0.0%
    KFC Holdings Berhad Warrants*...      21,333          9,993
                                                   ------------
MEXICO -- 3.1%
    Consorcio Ara SA*...............     447,175        731,526
    Corporacion GEO SA*.............     260,600      1,045,150
    Corporacion Interamericana de
      Entrerenimiento SA*...........     139,625        557,763
    Datacapital SA Cl-B*............   1,095,150        471,579
    Grupo Elektra SA*...............   1,260,275      1,242,319
    Grupo Radio Centro SA de CV
      [ADR]*........................      68,100        570,338
    Grupo Sanborns SA*..............     997,725      2,148,136
                                                   ------------
                                                      6,766,811
                                                   ------------
NETHERLANDS -- 2.4%
    ASM International NV*...........     101,575      2,352,931
    Detron Group NV*................      34,175        736,575
    Meta4 NV*.......................      47,000        373,955
    Unit 4*.........................      64,617      1,656,262
                                                   ------------
                                                      5,119,723
                                                   ------------
NEW ZEALAND -- 0.6%
    Advantage Group Ltd.*...........     683,375      1,392,544
                                                   ------------
NORWAY -- 2.7%
    Norman ASA*.....................     135,750      1,473,426
    Opticom ASA*....................      10,425      2,211,029
    VISMA ASA.......................     287,750      2,153,952
                                                   ------------
                                                      5,838,407
                                                   ------------
SINGAPORE -- 1.9%
    JIT Holdings Ltd.*..............      73,000        254,218
    Keppel Telecommunications &
      Transportation Ltd. ..........     598,000        973,029
    Manufacturing Integration
      Technololy Ltd.*..............     830,000        548,184
    Mediaring.com 144A*.............     549,000        593,335
    PCI Ltd. .......................      59,000         48,178
    WBL Corp. ......................     638,000      1,693,161
                                                   ------------
                                                      4,110,105
                                                   ------------
SOUTH AFRICA -- 0.6%
    Anglovaal Industries Ltd.*......     224,700        217,581
    Ixchange Technology Holdings
      Ltd.*.........................     232,500        982,129
                                                   ------------
                                                      1,199,710
                                                   ------------
SWEDEN -- 9.5%
    Arkivator AB*...................      27,450        700,123
    Aspiro Information AB*..........      24,000        685,642
    Connecta AB*144A................      25,675        875,147
    Connova Group AB*...............     115,650      1,950,609
    Enea Data AB....................      12,525        964,254
    Framtidsfabriken AB*............       9,275      1,678,832
    HiQ International AB*...........      17,875      1,145,025
</TABLE>

AST FOUNDERS PASSPORT PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    Industrial & Financial Systems
      Cl-B*.........................      24,700   $    537,083
    Infocast AB*....................       4,350         28,121
    Information Highway AB..........      15,075      2,498,325
    Mandator AB.....................     117,500      1,753,937
    Modul 1 Data AB.................      26,925        291,150
    Semcon AB.......................      86,000      1,010,813
    Sifo Group AB Cl-B*.............      27,225        345,592
    Sigma AB Cl-B...................      60,575      1,295,798
    SwitchCore AB*..................      45,300      1,852,891
    Technology Nexus AB*............      60,175      1,131,641
    Telelogic AB*...................      17,100        908,463
    Teligent AB*....................      55,750        950,135
                                                   ------------
                                                     20,603,581
                                                   ------------
SWITZERLAND -- 2.1%
    4M Technologies Holding SA*.....       5,350      1,609,401
    Edipresse SA....................       1,750        967,154
    Kudelski SA*....................         175      1,044,087
    Miracle Holding AG*.............       1,800        520,003
    SEZ Holding AG..................         575        321,752
                                                   ------------
                                                      4,462,397
                                                   ------------
UNITED KINGDOM -- 19.9%
    African Lakes Corp. PLC*........     396,825        631,377
    AIT Group PLC...................       9,950        242,691
    Autonomy Corp. PLC*.............      48,300      2,342,550
    Baltimore Technologies PLC*.....       2,400        198,682
    Bloomsbury Publishing PLC.......      60,200        792,028
    Capital Radio PLC...............      56,075      1,355,499
    Celltech Group PLC*.............     100,750        864,971
    Chrysalis Group PLC*............       2,750         67,964
    Dialog Semiconductor PLC
      144A*.........................      38,925      2,861,844
    Durlacher Corp.*................      77,950      2,105,889
    Eidos PLC [ADR]*................       7,100        589,300
    F.I. Group PLC..................     101,225      1,254,930
    Fibernet Group PLC*.............       8,250        234,542
    GEO Interactive Media Group
      PLC*..........................      60,350      1,691,336
    Glotel PLC*.....................     114,600      1,346,700
    Goldshield Group PLC............      11,625        122,056
    Guardian IT PLC.................     107,725      1,667,869
    GWR Group PLC...................     107,950      1,133,416
    Harrier Group PLC*..............     136,250        913,351
    HIT Entertainment PLC...........       6,000        208,858
    Incepta Group PLC...............     219,875        403,111
    Independent Energy Holdings PLC
      [ADR]*........................      40,675      1,354,986
    Infobank International Holdings
      PLC*..........................      39,675      1,175,997
    International Quantum Epitaxy
      PLC*..........................       5,600        218,400
    Kewill Systems PLC..............      41,100      1,038,985
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    Matalan PLC.....................      58,950   $  1,621,154
    NetBenefit PLC*.................      14,500        208,454
    NewMedia SPARK PLC*.............     340,000        906,183
    NXT PLC*........................      58,950      1,295,018
    Pace Micro Tech PLC.............     211,100      1,773,147
    QXL Ltd.*.......................      94,700      2,225,698
    Recognition Systems Group
      PLC*..........................     273,600      1,542,392
    Redstone Telecom PLC............     115,100        911,013
    RM PLC..........................      70,000        969,584
    Sherwood International PLC......      74,800      1,498,223
    Sportsworld Media Group PLC*....      34,775        276,086
    Superscape VR PLC*..............     115,600        637,678
    The Exchange Holdings PLC*......     236,275      1,312,893
    Trafficmaster PLC*..............      91,483      1,344,730
    VideoLogic Group PLC*...........     244,500      1,603,460
    Whatman PLC.....................      30,300        636,267
                                                   ------------
                                                     43,579,312
                                                   ------------
TOTAL FOREIGN STOCK
  (Cost $156,317,567)...............                215,517,780
                                                   ------------
U.S. STOCK -- 3.9%
BUSINESS SERVICES -- 0.7%
    El Sitio, Inc.*.................      44,325      1,628,944
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.7%
    Sensar Corp.*...................      24,800      1,475,600
                                                   ------------
MACHINERY & EQUIPMENT -- 0.3%
    Toolex International NV*........      32,000        544,000
                                                   ------------
TELECOMMUNICATIONS -- 2.2%
    AudioCodes Ltd.*................      14,975      1,377,700
    FirstCom Corp.*.................      24,625        904,969
    NDS Group PLC*..................      33,775      1,030,138
    SCM Microsystems, Inc.*.........      22,775      1,456,177
                                                   ------------
                                                      4,768,984
                                                   ------------
TOTAL U.S. STOCK
  (Cost $7,751,272).................                  8,417,528
                                                   ------------
<CAPTION>
                                         PAR
                                        (000)
                                      ----------
<S>                                   <C>          <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 1.8%
    Federal Home Loan Bank
      1.50%, 01/03/00
    (Cost $3,958,670)...............  $    3,959      3,958,670
                                                   ------------
TOTAL INVESTMENTS -- 104.8%
  (Cost $168,027,509)...............                227,893,978
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (4.8)%..................                (10,496,975)
                                                   ------------
NET ASSETS -- 100.0%................               $217,397,003
                                                   ============
</TABLE>

AST FOUNDERS PASSPORT PORTFOLIO
--------------------------------------------------------------------------------

Foreign currency exchange contracts outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                              IN                        UNREALIZED
SETTLEMENT                 CONTRACTS       EXCHANGE      CONTRACTS    APPRECIATION/
  MONTH      TYPE          TO RECEIVE         FOR        AT VALUE     (DEPRECIATION)
------------------------------------------------------------------------------------
<S>          <C>    <C>  <C>              <C>           <C>           <C>
01/00        Buy    AUD       1,253,090   $   819,521   $   822,853      $  3,332
01/00        Buy    CHF         820,347       514,418       515,468         1,050
01/00        Buy    EUR       2,975,897     2,999,759     2,998,054        (1,705)
01/00        Buy    GBP         174,359       281,636       281,631            (5)
01/00        Buy    HKD       6,077,011       782,011       781,750          (261)
01/00        Buy    IDR  10,528,028,501     1,523,391     1,501,930       (21,461)
01/00        Buy    JPY     504,629,595     4,950,576     4,943,065        (7,511)
01/00        Buy    SGD       1,333,724       801,759       801,027          (732)
                                          -----------   -----------      --------
                                          $12,673,071   $12,645,778      ($27,293)
                                          ===========   ===========      ========
</TABLE>

<TABLE>
<CAPTION>
                                         IN
SETTLEMENT               CONTRACTS    EXCHANGE   CONTRACTS    UNREALIZED
  MONTH      TYPE        TO DELIVER     FOR      AT VALUE    APPRECIATION
-------------------------------------------------------------------------
<S>          <C>    <C>  <C>          <C>        <C>         <C>
01/00        Sell   GBP   441,548     $713,762   $713,198        $564
                                      ========   ========        ====
</TABLE>

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

<TABLE>
<CAPTION>
INDUSTRY
--------
<S>                                                     <C>
Advertising...........................................   0.4%
Automobile Manufacturers..............................   0.3%
Automotive Parts......................................   0.4%
Beverages.............................................   0.4%
Broadcasting..........................................   1.7%
Building Materials....................................   0.2%
Business Services.....................................  12.3%
Clothing & Apparel....................................   0.4%
Computer Hardware.....................................   1.8%
Computer Services & Software..........................  24.5%
Conglomerates.........................................   1.0%
Construction..........................................   0.2%
Consumer Products & Services..........................   4.5%
Electronic Components & Equipment.....................   7.9%
Entertainment & Leisure...............................   0.9%
Financial Services....................................   2.4%
Food..................................................   1.2%
Hotels & Motels.......................................   0.6%
Industrial Products...................................   0.4%
Machinery & Equipment.................................   1.5%
Metals & Mining.......................................   0.3%
Office Equipment......................................   0.6%
Pharmaceuticals.......................................   0.6%
Printing & Publishing.................................   2.1%
Real Estate...........................................   0.8%
Retail & Merchandising................................   6.0%
Semiconductors........................................   4.5%
Telecommunications....................................  19.5%
Transportation........................................   0.3%
Utilities.............................................   1.4%
                                                        ----
Total.................................................  99.1%
                                                        ====
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 7.5% of net assets.

See Notes to Financial Statements.


AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
COMMON STOCK -- 87.2%
BUILDING & REAL ESTATE -- 3.6%
    Archstone Communities Trust
      [REIT].........................     19,285   $    395,343
    Camden Property Trust............     30,100        823,988
    Kilroy Realty Corp. .............     27,000        594,000
    Post Properties, Inc. [REIT].....     24,000        917,999
    United Dominion Realty Trust
      [REIT].........................     22,000        217,250
    Weeks Corp. .....................     39,330        766,935
                                                   ------------
                                                      3,715,515
                                                   ------------
BUILDING MATERIALS -- 0.5%
    Martin Marietta Materials,
      Inc. ..........................     12,500        512,500
                                                   ------------
CHEMICALS -- 5.0%
    Bush Boake Allen, Inc.*..........     41,400      1,016,888
    Grace, (W.R.) & Co.*.............     60,800        843,600
    Millennium Chemicals, Inc. ......     61,500      1,214,624
    Octel Corp.*.....................     77,375        802,766
    Olin Corp. ......................     32,800        649,850
    Union Carbide Corp. .............      8,000        534,000
                                                   ------------
                                                      5,061,728
                                                   ------------
CONTAINERS & PACKAGING -- 1.0%
    Smurfit-Stone Container Corp.*...     43,600      1,068,200
                                                   ------------
DIVERSIFIED METALS -- 2.5%
    Nucor Corp. .....................     21,500      1,178,469
    Reynolds Metals Co. .............     18,200      1,394,575
                                                   ------------
                                                      2,573,044
                                                   ------------
DIVERSIFIED RESOURCES -- 2.0%
    Burlington Northern Santa Fe
      Corp. .........................     17,900        434,075
    IMC Global, Inc. ................     95,800      1,568,725
                                                   ------------
                                                      2,002,800
                                                   ------------
ENERGY SERVICES -- 4.3%
    Coflexip SA [ADR]................     25,500        969,000
    Halliburton Co. .................      4,600        185,150
    Layne Christensen Co.*...........     45,000        326,250
    McDermott International, Inc. ...    124,500      1,128,281
    Niagara Mohawk Holdings, Inc.*...    131,300      1,829,994
                                                   ------------
                                                      4,438,675
                                                   ------------
ENVIRONMENTAL SERVICES -- 1.0%
    TETRA Technologies, Inc.*........     35,000        253,750
    Waste Management, Inc. ..........     47,000        807,813
                                                   ------------
                                                      1,061,563
                                                   ------------
HOTELS & MOTELS -- 0.2%
    Hilton Hotels Corp. .............     26,400        254,100
                                                   ------------
INTEGRATED PETROLEUM -- 13.3%
    Amerada Hess Corp. ..............     52,100      2,956,674
    Atlantic Richfield Co. ..........     12,900      1,115,850
    Chevron Corp. ...................     14,052      1,217,255
    Norsk Hydro AS [ADR].............     18,000        769,500
    Occidental Petroleum Corp. ......     55,000      1,189,375
    Royal Dutch Petroleum Co. .......     50,000      3,021,874
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Texaco, Inc. ....................     39,000   $  2,118,188
    USX-Marathon Group, Inc. ........     46,000      1,135,625
                                                   ------------
                                                     13,524,341
                                                   ------------
MACHINERY & EQUIPMENT -- 3.3%
    Baker Hughes, Inc. ..............    133,200      2,805,525
    Smith International, Inc.*.......     11,800        586,313
                                                   ------------
                                                      3,391,838
                                                   ------------
METALS & MINING -- 6.4%
    Aber Resources Ltd.*.............     20,700        129,375
    Alcan Aluminium Ltd. ............     25,000      1,029,688
    Allegheny Technologies, Inc. ....     58,000      1,301,375
    Cleveland-Cliffs, Inc. ..........     29,000        902,625
    Inco Ltd.*.......................     32,500        282,344
    Inco Ltd. Cl-VBN*................     95,800      2,251,299
    Lihir Gold Ltd. [ADR]*...........     45,000        652,500
                                                   ------------
                                                      6,549,206
                                                   ------------
NON-FERROUS METALS -- 2.3%
    Phelps Dodge Corp. ..............     34,950      2,346,019
                                                   ------------
OIL & GAS -- 24.1%
    Anadarko Petroleum Corp. ........     15,500        528,938
    BJ Services Co.*.................    105,800      4,423,762
    BP Amoco PLC [ADR]...............     14,400        854,100
    Burlington Resources, Inc. ......     27,900        922,444
    Devon Energy Corp. ..............      9,635        316,751
    Diamond Offshore Drilling,
      Inc. ..........................      4,000        122,250
    Exxon Mobil Corp. ...............     33,109      2,667,343
    Global Industries Ltd.*..........     15,000        129,375
    Helmerich & Payne, Inc. .........     40,000        872,500
    Key Energy Services, Inc.*.......    285,000      1,478,438
    Kinder Morgan, Inc. .............     17,500        353,281
    Mitchell Energy & Development
      Corp. Cl-B.....................     46,800      1,009,125
    Murphy Oil Corp. ................     25,000      1,434,375
    Nicor, Inc. .....................     17,000        552,500
    Questar Corp.*...................     31,000        465,000
    Santa Fe Energy Resources,
      Inc.*..........................    111,100        888,800
    Schlumberger Ltd. ...............     18,688      1,051,200
    Seacor Smit, Inc.*...............      9,000        465,750
    Total SA [ADR]...................     35,075      2,428,877
    Union Pacific Resources Group,
      Inc. ..........................     53,000        675,750
    Unocal Corp. ....................     29,500        990,094
    Valero Energy Corp. .............     29,600        588,300
    Vastar Resources, Inc. ..........     22,500      1,327,500
                                                   ------------
                                                     24,546,453
                                                   ------------
PAPER & FOREST PRODUCTS -- 8.7%
    Abitibi-Consolidated, Inc. ......     67,000        795,625
    Champion International Corp. ....      4,000        247,750
    Consolidated Papers, Inc. .......     45,000      1,431,563
    Domtar, Inc. ....................     71,300        837,775
    Fort James Corp. ................     59,600      1,631,549
    Jefferson Smurfit Group [ADR]....     20,000        580,000
    Kimberly-Clark Corp. ............     12,300        802,575
</TABLE>

AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Potlatch Corp. ..................      2,500   $    111,563
    Weyerhaeuser Co. ................     33,600      2,412,899
                                                   ------------
                                                      8,851,299
                                                   ------------
PETROLEUM EXPLORATION & PRODUCTION -- 0.9%
    Barrett Resources Corp.*.........     10,600        312,038
    Ocean Energy, Inc.*..............     83,880        650,070
                                                   ------------
                                                        962,108
                                                   ------------
PRECIOUS METALS -- 6.3%
    Barrick Gold Corp. ..............     22,000        389,125
    Battle Mountain Gold Co. ........    478,000        985,875
    Gold Fields Ltd. [ADR]...........    115,631        523,953
    Newmont Mining Corp. ............    183,324      4,491,438
                                                   ------------
                                                      6,390,391
                                                   ------------
REAL ESTATE -- 0.3%
    Security Capital ADR*............     25,000        351,563
                                                   ------------
TRANSPORTATION -- 0.5%
    Overseas Shipholding Group,
      Inc. ..........................     33,000        488,813
                                                   ------------
UTILITIES -- 1.0%
    Unisource Energy Corp. ..........     90,000      1,006,875
                                                   ------------
TOTAL COMMON STOCK (Cost
  $86,579,192).......................                89,097,031
                                                   ------------
PREFERRED STOCK -- 2.3%
BUILDING & REAL ESTATE -- 0.9%
    Rouse Co. $3.00 Cl-B.............     29,000        946,125
                                                   ------------
METALS & MINING -- 0.8%
    Kinam Gold, Inc. $3.75 Cl-B......     32,000        844,000
                                                   ------------
PRECIOUS METALS -- 0.6%
    Battle Mountain Gold $3.25.......     22,900        588,244
                                                   ------------
TOTAL PREFERRED STOCK (Cost
  $3,179,363)........................                 2,378,369
                                                   ------------
FOREIGN STOCK -- 7.4%
METALS & MINING -- 3.6%
    Broken Hill Proprietary Co.
      Ltd. -- (AUD)..................     15,000        197,110
    Franco Nevada Mining Corp. --
      (CAD)*.........................     57,820        893,236
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Lihir Gold Ltd. -- (AUD)*........  1,720,000   $  1,254,344
    Lonrho Africa PLC -- (GBP).......    203,159        101,730
    Rio Tinto PLC -- (GBP)...........     51,000      1,231,586
                                                   ------------
                                                      3,678,006
                                                   ------------
NON-FERROUS METALS -- 0.2%
    Bougainville Copper
      Ltd. -- (AUD)*.................  1,496,992        172,117
                                                   ------------
PRECIOUS METALS -- 3.6%
    Gencor Ltd. -- (ZAR).............    378,000      1,642,811
    Gold Fields Ltd. -- (ZAR)........    403,113      1,948,433
    Goldfields Ltd. -- (AUD).........    181,200        129,763
                                                   ------------
                                                      3,721,007
                                                   ------------
TOTAL FOREIGN STOCK (Cost
  $6,938,903)........................                 7,571,130
                                                   ------------
<CAPTION>
                                          PAR
                                         (000)
                                         -----
<S>                                    <C>         <C>
CORPORATE OBLIGATIONS -- 0.5%
METALS & MINING
    Teck Corp. 3.75%, 07/15/06
    (Cost $563,623)..................  $     750        555,000
                                                   ------------
<CAPTION>
                                        SHARES
                                        ------
<S>                                    <C>         <C>
    Temporary Investment Cash Fund
    (Cost $4,298,021)................  4,298,021      4,298,021
                                                   ------------
TOTAL INVESTMENTS -- 101.6% (Cost
  $101,559,102)......................               103,899,551
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (1.6)%...................                (1,674,479)
                                                   ------------
NET ASSETS -- 100.0%.................              $102,225,072
                                                   ============
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST PIMCO LIMITED MATURITY BOND PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 16.7%
    Federal Home Loan Mortgage Corp.
      8.50%, 01/01/25................  $   6,071   $  6,236,284
      8.75%, 10/01/01................        482        491,104
                                                   ------------
                                                      6,727,388
                                                   ------------
    Federal National Mortgage Assoc.
      6.045%, 03/01/17...............      2,065      2,023,403
      6.335%, 05/01/25...............        838        839,603
      6.50%, 05/18/23-01/19/30.......      4,557      4,488,862
      7.185%, 01/01/25...............        127        130,232
      7.50%, 01/25/22-10/01/22.......     15,630     15,517,593
                                                   ------------
                                                     22,999,693
                                                   ------------
    Government National Mortgage
      Assoc.
      6.125%, 11/20/26...............      9,894     10,085,698
      6.375%, 03/20/24-02/20/28......     14,374     14,529,703
      6.50%, 06/20/28-06/20/28.......     10,600      9,284,952
      6.625%, 07/20/24...............        222        225,060
      6.75%, 07/20/17-09/20/17.......        610        619,221
      7.00%, 01/15/24-07/15/25.......      1,791      1,730,703
                                                   ------------
                                                     36,475,337
                                                   ------------
    Student Loan Marketing Assoc.
      5.26%, 04/25/04 [FRN]..........      1,874      1,869,974
                                                   ------------
      (Cost $69,566,719).............                68,072,392
                                                   ------------
U.S. TREASURY OBLIGATIONS -- 4.1%
    U.S. Treasury Bills
      4.70%, 02/17/00#...............        590        586,223
                                                   ------------
    U.S. Treasury Inflationary Bonds
      3.625%, 07/15/02-01/15/08......     15,000     15,604,869
                                                   ------------
    U.S. Treasury Notes
      5.50%, 02/29/00#...............        500        500,236
                                                   ------------
      (Cost $16,572,496).............                16,691,328
                                                   ------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 22.5%
    Amersco Residential Securities
      Mortgage Loan
      Series 1998-2 Cl-A1
      6.50%, 11/25/15................        203        201,954
    Chase Credit Card Master Trust
      Series 1997-3 Cl-A
      6.777%, 05/15/07...............      7,446      7,436,535
    Chase Series 1999-S8 Cl-A1
      6.35%, 06/25/29................     13,000     12,803,174
    Delta Funding Home Equity Loan
      Trust Series 1998-1 Cl-A1A
      6.28%, 05/25/30................      2,319      2,284,792
    Duck Auto Grantor Trust
      1999-A 144A
      5.65%, 03/15/04................      3,203      3,183,564
    Federal Home Loan Mortgage Corp.
      Series 1371 Cl-PG
      5.80%, 08/15/19................      3,510      3,490,558
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
    Federal Home Loan Mortgage Corp.
      Series 1725 Cl-B
      7.00%, 10/15/20................  $   9,183   $  9,149,457
    Federal National Mortgage Assoc.
      Series 1996-39 Cl-H
      8.00%, 11/25/23................      1,882      1,915,698
    First Plus Home Loan Trust Series
      1998-5 Cl-A3 [VR]
      6.06%, 11/10/11................      8,000      7,975,320
    Government National Mortgage
      Assoc. Series 1997-1 Cl-A
      7.25%, 12/16/23................      3,729      3,719,834
    Green Tree Financial Corp.
      1999-5 A2
      6.77%, 04/01/31................     10,600     10,531,153
    Green Tree Financial Corp.
      1999-5 A3
      6.97%, 04/01/31................      6,000      5,949,510
    Green Tree Home Equity Loan Trust
      Series 1999-A Cl-A1
      5.59%, 02/15/13................      2,464      2,451,536
    Green Tree Home Improvement Loan
      Trust Series 1998-D Cl-HIA2
      5.94%, 06/15/29................      1,440      1,438,598
    Merrill Lynch Mortgage Investors,
      Inc. Cl-B
      7.069%, 06/15/21...............        708        696,868
    Norwest Asset Securities Corp.
      Series 1998-27 Cl-A
      6.25%, 11/25/13................      2,642      2,534,515
    PP&L Transition Bonds Series
      1999-1 Cl-A1
      6.08%, 03/25/03................      3,595      3,581,052
    Residential Accredit Loans, Inc.
      Series 1997-QS8 Cl-A9
      7.375%, 08/25/27...............      2,000      1,991,121
    Residential Funding Mortgage
      Securities II Series 1993-S20
      Cl-A8
      6.982%, 06/25/08...............      2,800      2,778,342
    Residential Funding Mortgage
      Securities II Series 1997-S6
      Cl-A5
      7.00%, 05/25/12................      2,687      2,532,524
    The Money Store Residential Trust
      Series 1998-I Cl-A3
      6.215%, 02/15/11...............      3,000      2,991,135
    Travelers Mortgage Securities
      Corp. Series 1984-1 Cl-Z2
      12.00%, 03/01/14...............      1,773      1,898,619
                                                   ------------
      (Cost $92,753,790).............                91,535,859
                                                   ------------
CORPORATE OBLIGATIONS -- 50.0%
AEROSPACE -- 3.7%
    Lockheed Martin Corp.
      6.85%, 05/15/01................     15,000     14,887,500
                                                   ------------
</TABLE>

AST PIMCO LIMITED MATURITY BOND PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
AUTOMOBILE MANUFACTURERS -- 1.2%
    Ford Motor Credit Co.
      5.79%, 03/21/01................  $   5,000   $  5,011,210
                                                   ------------
BUILDING MATERIALS -- 0.7%
    Cemex SA 144A
      8.50%, 08/31/00................      3,000      3,044,100
                                                   ------------
BUSINESS SERVICES -- 2.4%
    Cox Enterprises 144A
      6.625%, 06/14/02...............     10,000      9,837,500
                                                   ------------
CONGLOMERATES -- 0.1%
    Philip Morris Companies, Inc.
      9.25%, 02/15/00................        500        501,875
                                                   ------------
ENTERTAINMENT & LEISURE -- 0.3%
    Time Warner, Inc. 144A
      6.10%, 12/30/01................      1,250      1,225,000
                                                   ------------
FINANCIAL SERVICES -- 24.1%
    Bear Stearns Co. Cl-B [FRN]
      6.224%, 02/06/01...............        700        701,663
    Beneficial Corp. Cl-H [FRN]
      5.559%, 01/09/02...............      5,000      4,994,660
    Chrysler Financial Corp. [FRN]
      5.579%, 01/30/02...............      4,000      3,991,940
    First Union Corp. [FRN]
      5.434%, 07/22/03...............      4,550      4,545,118
    General Motors Acceptance Corp.
      7.125%, 05/01/01...............      2,000      2,005,000
    Goldman Sachs Group 144A
      7.125%, 03/01/03...............      1,000        992,500
    Household Finance Corp.
      7.625%, 06/28/00...............     15,000     15,150,000
      5.249%, 05/24/02 [VR]..........     30,000     29,960,279
    Lehman Brothers Holdings, Inc.
      6.375%, 05/07/02 [FRN].........      1,200      1,176,000
      6.11%, 07/15/02................        500        501,535
      7.00%, 05/15/03................      2,500      2,462,500
    Merrill Lynch & Co., Inc. [FRN]
      5.76%, 01/11/02................      5,000      5,014,065
      5.783%, 05/30/03...............      5,000      5,000,000
    Nacional Financiera [FRN] 144A
      8.693%, 06/01/00...............      4,875      4,850,625
    NationsBank Corp.
      8.625%, 11/15/03...............      1,000      1,046,250
    New England Educational
      Loan Marketing Assoc.
      Cl-B [FRN] 144A
      5.27%, 03/13/00................      5,000      4,998,280
    Salomon, Inc.
      7.50%, 02/01/03................      1,000      1,007,500
    Transamerica Financial Corp.
      7.25%, 08/15/02................     10,000     10,012,500
                                                   ------------
                                                     98,410,415
                                                   ------------
INDUSTRIAL PRODUCTS -- 1.2%
    Amerco
      7.20%, 04/01/02................      5,000      4,794,750
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
INSURANCE -- 2.7%
    Gold Eagle Capital 144A
      11.453%, 04/16/01..............  $   3,000   $  2,999,063
    Marsh & McLennan Companies, Inc.
      6.625%, 06/15/04...............      8,000      7,820,000
                                                   ------------
                                                     10,819,063
                                                   ------------
OIL & GAS -- 1.0%
    Gulf Canada Resources Ltd.
      9.25%, 01/15/04................      3,000      3,000,000
    Occidental Petroleum Corp.
      6.40%, 04/01/03................      1,000        968,750
                                                   ------------
                                                      3,968,750
                                                   ------------
PAPER & FOREST PRODUCTS -- 0.4%
    International Paper Co.
      6.125%, 11/01/03...............      1,500      1,428,750
                                                   ------------
RETAIL & MERCHANDISING -- 0.8%
    Kmart Corp.
      8.00%, 12/13/01................      3,150      3,130,313
                                                   ------------
TELECOMMUNICATIONS -- 3.7%
    AT&T Capital Corp. Cl-F
      6.25%, 05/15/01................     10,000      9,912,500
    TCI Communications, Inc. [FRN]
      5.985%, 03/11/00...............      5,000      5,048,000
                                                   ------------
                                                     14,960,500
                                                   ------------
UTILITIES -- 7.7%
    Cleveland Electric Illuminating
      Co.
      7.625%, 08/01/02...............      2,100      2,069,907
    Connecticut Light & Power Co.
      7.875%, 06/01/01...............      2,000      2,010,000
    Detroit Edison Co.
      6.75%, 03/17/03................      5,000      4,887,500
    KN Energy, Inc.
      6.45%, 11/30/01................     10,000      9,837,499
    Nevada Power Co.
      6.20%, 04/15/04................      4,500      4,258,125
    Texas Utilities Co.
      6.62%, 07/01/01................      3,411      3,410,837
    United Illuminating Co.
      6.25%, 12/15/02................      5,000      4,812,500
                                                   ------------
                                                     31,286,368
                                                   ------------
TOTAL CORPORATE OBLIGATIONS (Cost
  $205,894,101)......................               203,306,094
                                                   ------------
SOVEREIGN ISSUES -- 3.8%
ARGENTINA -- 1.4%
    Republic of Argentina
      12.12%, 04/10/05 [FRB, BRB]....      4,000      3,680,000
      14.25%, 05/30/00 [VR]..........      2,000      1,980,000
                                                   ------------
                                                      5,660,000
                                                   ------------
CANADA -- 0.3%
    Hydro-Quebec
      9.00%, 03/07/01................      1,000      1,021,500
                                                   ------------
</TABLE>

AST PIMCO LIMITED MATURITY BOND PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)        VALUE
                                         -----        -----
<S>                                    <C>         <C>
KOREA -- 2.1%
    Korea Development Bank
      7.125%, 09/17/01...............  $   8,902   $  8,835,235
                                                   ------------
TOTAL SOVEREIGN ISSUES (Cost
  $15,830,623).......................                15,516,735
                                                   ------------
<CAPTION>
                                       PRINCIPAL
                                       IN LOCAL
                                       CURRENCY
                                         (000)
                                       ---------
<S>                                    <C>         <C>
FOREIGN BONDS -- 2.9%
NEW ZEALAND -- 0.6%
    Inter-American Development Bank
      5.75%, 04/15/04................      4,900      2,386,788
                                                   ------------
UNITED KINGDOM -- 2.3%
    United Mexican States
      5.875%, 12/31/19...............     10,000      9,369,000
                                                   ------------
TOTAL FOREIGN BONDS (Cost
  $11,154,637).......................                11,755,788
                                                   ------------
<CAPTION>
                                        SHARES
                                        ------
<S>                                    <C>         <C>
SHORT-TERM INVESTMENTS -- 2.8%
    Temporary Investment Cash Fund...  5,611,226      5,611,226
    Temporary Investment Fund........  5,611,225      5,611,225
                                                   ------------
    (Cost $11,222,451)...............                11,222,451
                                                   ------------
TOTAL INVESTMENTS -- 102.8% (Cost
  $422,994,817)......................               418,100,647
                                                   ------------
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (2.8)%.............               (11,497,086)
                                                   ------------
NET ASSETS -- 100.0%.................              $406,603,561
                                                   ============
</TABLE>

Foreign currency exchange contracts outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                             IN
SETTLEMENT                 CONTRACTS      EXCHANGE    CONTRACTS     UNREALIZED
  MONTH      TYPE         TO DELIVER        FOR        AT VALUE    APPRECIATION
-------------------------------------------------------------------------------
<S>          <C>    <C>  <C>             <C>          <C>          <C>
01/00        Sell   NZD      4,855,000   $2,544,627   $2,533,660     $10,967
                                         ==========   ==========     =======
</TABLE>

# Securities with an aggregate market value of $1,082,822 have been segregated
  with the custodian to cover margin requirements for the following open futures
  contracts at December 31, 1999:

<TABLE>
<CAPTION>
                                              NUMBER
                          EXPIRATION            OF        UNREALIZED
      DESCRIPTION           MONTH            CONTRACTS   DEPRECIATION
---------------------------------------------------------------------
<S>                       <C>          <C>   <C>         <C>
Euro Dollar.............    09/00      EUR      115        $ 90,813
Euro Dollar.............    12/00      EUR      190         126,313
                                                           --------
                                                           $217,126
                                                           ========
</TABLE>

Credit default swap agreements outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                              NOTIONAL
                           EXPIRATION          AMOUNT     UNREALIZED
       DESCRIPTION           MONTH             (000)     DEPRECIATION
---------------------------------------------------------------------
<S>                        <C>          <C>   <C>        <C>
Credit default swap on
  Republic of Argentina
  Bonds
  5.70%..................    03/01             $2,100      $63,783
  6.15%..................    03/01                900       34,018
                                                           -------
                                                           $97,801
                                                           =======
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 6.4% of net assets.

See Notes to Financial Statements.


AST OPPENHEIMER LARGE-CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
COMMON STOCK -- 90.7%
BROADCASTING -- 1.8%
    Infinity Broadcasting Corp.* ...     178,700   $  6,466,706
                                                   ------------
CLOTHING & APPAREL -- 1.6%
    Abercrombie & Fitch Co.
      Cl-A* ........................      97,300      2,596,694
    Intimate Brands, Inc. ..........      71,700      3,092,062
                                                   ------------
                                                      5,688,756
                                                   ------------
COMPUTER HARDWARE -- 4.0%
    Apple Computer, Inc.* ..........      35,000      3,598,438
    Dell Computer Corp.* ...........      80,400      4,100,400
    EMC Corp.* .....................      61,700      6,740,725
                                                   ------------
                                                     14,439,563
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 13.9%
    America Online, Inc.* ..........      80,000      6,035,000
    At Home Corp.* .................      62,300      2,671,113
    Cisco Systems, Inc.* ...........     121,000     12,962,125
    Citrix Systems, Inc.* ..........      40,000      4,920,000
    Compuware Corp.* ...............      96,000      3,576,000
    Microsoft Corp.* ...............     123,000     14,360,249
    USWeb Corp.* ...................      50,000      2,221,875
    VERITAS Software Corp.* ........      30,000      4,293,750
                                                   ------------
                                                     51,040,112
                                                   ------------
CONGLOMERATES -- 3.6%
    Tyco International Ltd. ........     335,200     13,030,900
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 8.6%
    E-Tek Dynamics, Inc.* ..........      66,000      8,885,250
    Optical Coating Laboratory,
      Inc. .........................      15,000      4,440,000
    Sanmina Corp.* .................      20,000      1,997,500
    Solectron Corp.* ...............      53,300      5,070,163
    Tandy Corp.* ...................     220,100     10,826,168
                                                   ------------
                                                     31,219,081
                                                   ------------
ENTERTAINMENT & LEISURE -- 1.4%
    Royal Caribbean Cruises Ltd. ...     100,000      4,931,250
                                                   ------------
FINANCIAL-BANK & TRUST -- 0.8%
    Fifth Third Bancorp.............      39,700      2,912,988
                                                   ------------
FINANCIAL SERVICES -- 0.9%
    Citigroup, Inc. ................      60,900      3,383,756
                                                   ------------
HEALTHCARE SERVICES -- 3.3%
    Amgen, Inc.* ...................     203,000     12,192,688
                                                   ------------
INSURANCE -- 0.4%
    American International Group,
      Inc. .........................      15,000      1,621,875
                                                   ------------
OIL & GAS -- 2.6%
    Exxon Mobil Corp. ..............     116,238      9,364,424
                                                   ------------
PHARMACEUTICALS -- 6.8%
    Biogen, Inc.* ..................      77,000      6,506,500
    Genentech, Inc.* ...............      20,000      2,690,000
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    IDEC Pharmaceuticals Corp.* ....      80,000   $  7,860,000
    Immunex Corp.* .................      20,000      2,186,250
    Waters Corp.* ..................     106,000      5,618,000
                                                   ------------
                                                     24,860,750
                                                   ------------
PRINTING & PUBLISHING -- 2.4%
    Lexmark International Group,
      Inc. Cl-A* ...................      96,000      8,688,000
                                                   ------------
RETAIL & MERCHANDISING -- 12.2%
    Bed, Bath & Beyond, Inc.* ......      38,000      1,320,500
    Best Buy Co., Inc.* ............     138,200      6,935,913
    CVS Corp. ......................     128,000      5,112,000
    Home Depot, Inc. ...............     137,850      9,451,340
    Kohl's Corp.* ..................     104,200      7,521,938
    Tiffany & Co. ..................      98,000      8,746,499
    Wal-Mart Stores, Inc. ..........      77,300      5,343,363
                                                   ------------
                                                     44,431,553
                                                   ------------
SEMICONDUCTORS -- 15.4%
    Intel Corp. ....................      86,000      7,078,875
    JDS Uniphase Corp.* ............     240,000     38,714,999
    LSI Logic Corp.* ...............      60,000      4,050,000
    Vitesse Semiconductor Corp.* ...     125,000      6,554,688
                                                   ------------
                                                     56,398,562
                                                   ------------
TELECOMMUNICATIONS -- 7.8%
    BroadWing, Inc. ................     120,000      4,425,000
    Lucent Technologies, Inc. ......      81,000      6,059,813
    MCI WorldCom, Inc.* ............      28,500      1,512,281
    Nortel Networks Corp. ..........     127,600     12,887,600
    Tellabs, Inc.* .................      54,000      3,466,125
                                                   ------------
                                                     28,350,819
                                                   ------------
UTILITIES -- 3.2%
    AES Corp.* .....................      85,000      6,353,750
    Enron Corp. ....................     120,800      5,360,500
                                                   ------------
                                                     11,714,250
                                                   ------------
TOTAL COMMON STOCK
  (Cost $234,765,760)...............                330,736,033
                                                   ------------
SHORT-TERM INVESTMENTS -- 9.2%
    Temporary Investment Cash
      Fund..........................  16,727,634     16,727,634
    Temporary Investment Fund.......  16,727,634     16,727,634
                                                   ------------
    (Cost $33,455,268)..............                 33,455,268
                                                   ------------
TOTAL INVESTMENTS -- 99.9% (Cost
  $268,221,028).....................                364,191,301
OTHER ASSETS LESS
  LIABILITIES -- 0.1%...............                    262,375
                                                   ------------
NET ASSETS -- 100.0%................               $364,453,676
                                                   ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST JANUS OVERSEAS GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
FOREIGN STOCK -- 81.0%
ARGENTINA -- 0.1%
    Telefonica SA [ADR]*...........     19,361   $    1,525,889
                                                 --------------
AUSTRALIA -- 0.1%
    Melbourne It Limited*..........    180,030        1,008,808
                                                 --------------
BRAZIL -- 1.5%
    Petroleo Brasileiro SA
      [ADR]*.......................    134,245        3,443,114
    Telecomunicacoes Brasileiras SA
      Pfd. [ADR]...................    125,135       16,079,848
    Telesp Celular Participacoes SA
      [ADR]*.......................    104,865        4,443,654
                                                 --------------
                                                     23,966,616
                                                 --------------
CANADA -- 5.0%
    BCE, Inc. .....................     51,183        4,650,260
    Bombardier, Inc. Cl-B..........    300,230        6,166,830
    Celestica, Inc.*...............     10,946          612,703
    Corus Entertainment, Inc.*.....    186,694        3,815,361
    Le Groupe Videotron Ltee.......    497,651        8,446,449
    Nortel Networks Corp. .........    303,095       30,612,595
    Rogers Communications, Inc. Cl-B*...   647,416     15,832,203
    Shaw Communications, Inc.
      Cl-B.........................    218,386        7,208,932
                                                 --------------
                                                     77,345,333
                                                 --------------
FINLAND -- 7.1%
    Nokia AB Oyj...................    265,389       48,111,612
    Nokia Corp. Cl-A [ADR].........    197,190       37,466,100
    Sonera Group Oyj...............    269,908       18,498,579
    Tieto Corp. Cl-B...............    106,480        6,648,968
                                                 --------------
                                                    110,725,259
                                                 --------------
FRANCE -- 3.8%
    Atos SA*.......................     93,415       15,486,059
    Cap Gemini SA..................     39,117        9,927,973
    Carrefour Supermarche SA.......     38,827        7,160,060
    STMicroelectronics NV..........     55,981        8,615,064
  STMicroelectronics NV NY Reg. ...      1,490          225,642
    Total Fina SA Cl-B.............     74,917        9,997,485
    Vivendi........................     85,393        7,710,225
                                                 --------------
                                                     59,122,508
                                                 --------------
GERMANY -- 5.3%
    EM.TV & Merchandising AG.......     31,000        2,045,020
    Intershop Communications AG*...     43,520       12,448,061
    Mannesmann AG..................    185,272       44,857,880
    Marschollek, Lautenschlaeger
      und Partner AG Non-Voting
      Pfd. ........................     29,790        8,910,897
    Porsche AG Pfd. ...............      5,345       14,534,696
                                                 --------------
                                                     82,796,554
                                                 --------------
HONG KONG -- 4.7%
    China Telecom Ltd. [ADR]*......    445,660       57,295,164
    Legend Holdings Ltd............  6,498,000       16,133,196
                                                 --------------
                                                     73,428,360
                                                 --------------
INDIA -- 0.4%
    Reliance Industries [GDR]
      144A.........................    437,713        6,259,296
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
ISRAEL -- 1.9%
    Check Point Software
      Technologies Ltd. ...........     86,855   $   17,262,431
    Partner Communications Co. Ltd.
      [ADR]*.......................    493,970       12,781,474
                                                 --------------
                                                     30,043,905
                                                 --------------
ITALY -- 1.3%
    Banca Popolare di Brescia......     91,311        8,079,032
    Gucci Group Designs............      9,296        1,072,003
    Telecom Italia Mobile SPA......    788,881        8,811,250
    Unicredito Italiano SPA........    539,168        2,649,955
                                                 --------------
                                                     20,612,240
                                                 --------------
JAPAN -- 18.6%
    Fuji Bank Ltd..................  1,206,000       11,721,229
    Fujitsu Ltd. ..................    194,000        8,848,390
    Furukawa Electric Co.*.........     23,000          348,928
    Internet Initiative, Inc.
      [ADR]*.......................     28,875        2,806,289
    Ito-Yokado Co. Ltd. ...........     61,000        6,627,190
    Kirin Brewery Co. Ltd. ........    194,000        2,041,206
    Matsushita Communication
      Industrial Co. Ltd...........     14,000        3,699,716
    NEC Corp. .....................    428,000       10,200,450
    Nippon Telegraph & Telephone
      Corp. .......................        363        6,217,579
    NTT Data Corp. ................        465       10,695,410
    NTT Mobile Communication
      Network, Inc. ...............      2,666      102,548,497
    Rohm Co. Ltd. .................      8,100        3,393,168
    Softbank Corp..................     47,700       45,659,782
    Sony Corp. ....................    129,700       38,464,422
    Takeda Chemical Industries
      Ltd. ........................    232,000       11,467,163
    Tokio Marine & Fire Insurance
      Co. Ltd. ....................    361,000        4,222,326
    Tyco International Ltd. .......    392,735       15,267,573
    Yamanouchi Pharmaceutical Co.
      Ltd..........................     68,000        2,376,040
                                                 --------------
                                                    286,605,358
                                                 --------------
KOREA -- 2.9%
    Dacom Corp.*...................     28,500       14,682,959
    Korea Thrunet Co. Ltd.
      [ADR]*.......................     17,755        1,205,121
    SK Telecom Co. Ltd. [ADR]......    760,017       29,165,669
                                                 --------------
                                                     45,053,749
                                                 --------------
MEXICO -- 1.8%
    Grupo Televisa SA [GDR]*.......    136,815        9,337,624
    Telefonos de Mexico SA Cl-L
      [ADR]........................    159,440       17,937,000
                                                 --------------
                                                     27,274,624
                                                 --------------
NETHERLANDS -- 8.0%
    ASM Lithography Holding NV*....     51,252        5,693,520
    ASM Lithography Holding NV NY
      Reg.*........................     50,550        5,750,063
    Equant NV*.....................     14,723        1,671,147
    Equant NV NY Reg.*.............     27,325        3,060,400
    Getronics NV...................    228,170       18,200,285
</TABLE>

AST JANUS OVERSEAS GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
    Gucci Group NV NY Reg. ........    125,459   $   14,365,056
    Koninklijke (Royal) Philips
      Electronics NV...............     83,573       11,363,033
    Koninklijke (Royal) Philips
      Electronics NV NY Reg. ......    101,438       13,694,130
    KPNQwest NV*...................    173,936       11,579,383
    TNT Post Group NV..............    335,893        9,624,490
    United Pan-Europe
      Communications NV*...........    123,817       15,837,202
    Versatel Telecom International
      NV*..........................    377,644       13,312,056
                                                 --------------
                                                    124,150,765
                                                 --------------
PORTUGAL -- 0.2%
    PT MULTIMEDIA -- Servicos de
      Telecomunicacoes e Multimedia
      SGPS SA 144A*................     58,725        3,287,275
                                                 --------------
SINGAPORE -- 1.2%
    Datadraft Asia Ltd.............    600,135        4,981,121
    Development Bank of
      Singapore....................    382,627        6,271,821
    Singapore Press Holdings
      Ltd. ........................    323,000        7,001,080
                                                 --------------
                                                     18,254,022
                                                 --------------
SPAIN -- 2.7%
    Argentaria Caja Postal Y Banco
      Hipotecario de Espana SA.....    132,632        3,116,431
    Banco Bilbao Vizcaya SA........    279,407        3,979,066
    Telefonica SA..................  1,323,238       33,050,965
    Terra Networks SA*.............     19,709        1,076,859
                                                 --------------
                                                     41,223,321
                                                 --------------
SWEDEN -- 3.3%
    Assa Abloy AB Cl-B.............    661,689        9,293,822
    Ericsson, (L.M.) Telephone Co.
      [ADR]........................    187,216       12,297,751
    Ericsson, (L.M.) Telephone Co.
      Cl-B.........................    169,286       10,883,808
    Information Highway AB.........     10,018        1,660,247
    Nocom AB CL-B*.................     38,834          926,575
    Securitas AB Cl-B..............    873,512       15,811,101
                                                 --------------
                                                     50,873,304
                                                 --------------
SWITZERLAND -- 0.3%
    ABB AG*........................     41,882        5,122,476
    Julius Baer Holdings AG Cl-B...         72          217,497
                                                 --------------
                                                      5,339,973
                                                 --------------
TAIWAN -- 0.9%
    Taiwan Semiconductor
   Manufacturing Co. Ltd. [ADR]*...    304,072       13,683,240
                                                 --------------
UNITED KINGDOM -- 9.9%
    Baltimore Technologies PLC*....    114,212        9,454,941
    Capita Group PLC...............    279,706        5,105,443
    CMG PLC........................     79,113        5,823,447
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
    Colt Telecom Group PLC*........    631,053   $   32,302,884
    Compass Group PLC..............    587,306        8,063,741
    Energis PLC*...................    267,092       12,830,839
    Hays PLC.......................    505,839        8,056,427
    Logica PLC.....................    393,593       10,153,260
    Orange PLC*....................    181,886        6,140,430
    Prudential Corp. PLC...........    490,464        9,665,408
    Psion PLC......................    101,090        4,408,849
    QXL Ltd.*......................    698,461       16,415,661
    SEMA Group PLC.................    387,685        6,976,176
    Telewest Communications PLC*...  1,484,397        7,918,558
    Vodafone AirTouch PLC..........    787,262        3,900,831
    Vodafone AirTouch PLC [ADR]....    133,025        6,584,738
                                                 --------------
                                                    153,801,633
                                                 --------------
TOTAL FOREIGN STOCK
  (Cost $619,050,853)..............               1,256,382,032
                                                 --------------
U.S. STOCK -- 10.8%
BROADCASTING -- 2.0%
    UnitedGlobalCom, Inc. Cl-A*....    253,680       17,916,150
    UnitedGlobalCom, Inc. Pfd.
      144A*........................    138,415       12,595,765
                                                 --------------
                                                     30,511,915
                                                 --------------
COMPUTER SERVICES & SOFTWARE -- 0.9%
    Comverse Technology, Inc.*.....     65,955        9,546,987
    StarMedia Network, Inc.*.......    105,940        4,244,221
                                                 --------------
                                                     13,791,208
                                                 --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.9%
    Celestica, Inc.*...............    154,330        8,565,315
    Galileo Technology Ltd.*.......    226,110        5,454,904
                                                 --------------
                                                     14,020,219
                                                 --------------
PHARMACEUTICALS -- 0.9%
    QLT PhotoTherapeutics, Inc.*...    228,490       13,423,788
                                                 --------------
PRINTING & PUBLISHING -- 1.8%
    Viacom, Inc. Cl-B*.............    468,580       28,319,804
                                                 --------------
SEMICONDUCTORS -- 2.3%
    Chartered Semiconductor
      Manufacturing*...............    118,715        8,666,195
    JDS Uniphase Corp.*............    176,080       28,403,904
                                                 --------------
                                                     37,070,099
                                                 --------------
TELECOMMUNICATIONS -- 2.0%
    Amdocs Ltd.*...................    348,145       12,011,002
    FirstCom Corp.*................    168,670        6,198,623
    Lumenon Innovative Lightwave
      Technology, Inc.*............      6,710          172,783
    NTL, Inc.*.....................     99,028       12,353,742
                                                 --------------
                                                     30,736,150
                                                 --------------
TOTAL U.S. STOCK
  (Cost $88,219,464)...............                 167,873,183
                                                 --------------
</TABLE>

AST JANUS OVERSEAS GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         PAR
                                        (000)       VALUE
                                       -------  --------------
<S>                                    <C>      <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 5.8%
    Federal Home Loan Bank
      5.51%, 02/02/00................  $20,000  $   19,900,412
                                                --------------
    Federal National Mortgage Assoc.
      5.48%, 01/28/00................   20,000      19,916,474
      5.66%, 01/20/00................   20,000      19,940,256
      5.80%, 03/23/00................   30,000      29,598,833
                                                --------------
                                                    69,455,563
                                                --------------
    (Cost $89,363,767)...............               89,355,975
                                                --------------
COMMERCIAL PAPER -- 2.1%
    Household Finance Corp.
      4.50%, 01/03/00
    (Cost $32,891,775)...............   32,900      32,891,775
                                                --------------
TOTAL INVESTMENTS -- 99.7%
  (Cost $829,525,859)................            1,546,502,965
OTHER ASSETS LESS
  LIABILITIES -- 0.3%................                4,542,118
                                                --------------
NET ASSETS -- 100.0%.................           $1,551,045,083
                                                ==============
</TABLE>

Foreign currency exchange contracts outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                              IN                        UNREALIZED
SETTLEMENT                  CONTRACTS      EXCHANGE      CONTRACTS    APPRECIATION/
MONTH        TYPE          TO RECEIVE         FOR        AT VALUE     (DEPRECIATION)
------------------------------------------------------------------------------------
<S>          <C>    <C>   <C>             <C>           <C>           <C>
04/00        Buy    CHF       5,100,000   $ 3,403,757   $ 3,239,367     $(164,390)
04/00        Buy    EUR      14,500,000    15,071,820    14,714,698      (357,122)
04/00        Buy    GBP      12,920,000    21,447,659    20,861,247      (586,412)
05/00        Buy    HKD      42,000,000     5,289,006     5,360,240        71,234
03/00        Buy    JPY     605,000,000     5,774,976     5,984,375       209,399
04/00        Buy    JPY   4,395,000,000    42,187,208    43,675,717     1,488,509
                                          -----------   -----------     ---------
                                          $93,174,426   $93,835,644     $ 661,218
                                          ===========   ===========     =========
</TABLE>

<TABLE>
<CAPTION>
                                              IN                         UNREALIZED
SETTLEMENT                 CONTRACTS       EXCHANGE      CONTRACTS     APPRECIATION/
MONTH       TYPE          TO DELIVER         FOR          AT VALUE     (DEPRECIATION)
-------------------------------------------------------------------------------------
<S>         <C>    <C>   <C>             <C>            <C>            <C>
04/00
            Sell   CAD      17,600,000   $ 12,069,194   $ 12,174,707    $  (105,513)
05/00
            Sell   CAD       2,100,000      1,438,356      1,454,132        (15,776)
01/00
            Sell   CHF       1,542,136        965,278        969,011         (3,733)
04/00
            Sell   CHF       5,100,000      3,431,558      3,239,368        192,190
06/00
            Sell   CHF       3,000,000      1,972,387      1,916,676         55,711
01/00
            Sell   EUR       1,179,287      1,185,476      1,188,119         (2,643)
04/00
            Sell   EUR     102,550,000    107,413,582    104,072,065      3,341,517
06/00
            Sell   EUR      30,100,000     31,421,198     30,668,380        752,818
01/00
            Sell   GBP          98,487        158,988        159,081            (93)
04/00
            Sell   GBP      24,120,000     39,548,494     38,945,233        603,261
</TABLE>

<TABLE>
-------------------------------------------------------------------------------------
<CAPTION>
                                              IN                         UNREALIZED
SETTLEMENT                 CONTRACTS       EXCHANGE      CONTRACTS     APPRECIATION/
MONTH       TYPE          TO DELIVER         FOR          AT VALUE     (DEPRECIATION)
<S>         <C>    <C>   <C>             <C>            <C>            <C>
06/00       Sell   GBP      13,500,000   $ 21,886,398   $ 21,790,361    $    96,037

05/01       Sell   HKD     422,000,000     53,383,722     53,856,757       (473,035)

01/00       Sell   JPY       2,234,501         21,900         21,883             17

03/00       Sell   JPY   1,500,000,000     14,574,575     14,846,755       (272,180)

04/00       Sell   JPY   7,495,000,000     72,455,823     74,518,501     (2,062,678)

05/00       Sell   JPY     600,000,000      5,836,576      6,002,911       (166,335)

06/00       Sell   JPY     600,000,000      5,842,259      6,017,813       (175,554)

07/01       Sell   SGD       4,600,000      2,844,253      2,876,330        (32,077)
                                         ------------   ------------    -----------
                                         $376,450,017   $374,718,083    $ 1,731,934
                                         ============   ============    ===========
</TABLE>

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

<TABLE>
<CAPTION>
INDUSTRY
--------
<S>                                                     <C>
Aerospace.............................................   0.4%
Automobile Manufacturers..............................   1.8%
Beverages.............................................   0.1%
Broadcasting..........................................   0.8%
Business Services.....................................   2.3%
Chemicals.............................................   1.8%
Clothing & Apparel....................................   1.0%
Computer Hardware.....................................   2.1%
Computer Services & Software..........................   5.2%
Conglomerates.........................................   1.6%
Consumer Products & Services..........................  18.0%
Electronic Components & Equipment.....................   2.3%
Entertainment & Leisure...............................   0.6%
Financial-Bank & Trust................................   3.2%
Financial Services....................................   3.7%
Industrial Products...................................   3.5%
Insurance.............................................   0.9%
Oil & Gas.............................................   0.9%
Pharmaceuticals.......................................   0.2%
Printing & Publishing.................................   1.0%
Retail & Merchandising................................   3.5%
Semiconductors........................................   2.5%
Telecommunications....................................  23.0%
Transportation........................................   0.6%
                                                        ----
Total.................................................  81.0%
                                                        ====
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 1.4% of net assets.

See Notes to Financial Statements.


AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
COMMON STOCK -- 93.9%
ADVERTISING -- 0.3%
    Omnicom Group, Inc. ............       3,800   $    380,000
    True North Communications,
      Inc...........................      15,700        701,594
                                                   ------------
                                                      1,081,594
                                                   ------------
AEROSPACE -- 0.9%
    Boeing Co. .....................      33,900      1,408,969
    General Dynamics Corp. .........       9,000        474,750
    Goodrich, (B.F.) Co. ...........         700         19,250
    Northrop Grumman Corp. .........      15,300        827,156
    United Technologies Corp. ......       9,900        643,500
                                                   ------------
                                                      3,373,625
                                                   ------------
AIRLINES -- 0.1%
    AMR Corp.*......................       2,800        187,600
    Delta Air Lines, Inc. ..........       2,900        144,456
                                                   ------------
                                                        332,056
                                                   ------------
AUTOMOBILE MANUFACTURERS -- 1.5%
    Ford Motor Co. .................      64,900      3,468,094
    General Motors Corp. ...........      28,000      2,035,250
                                                   ------------
                                                      5,503,344
                                                   ------------
AUTOMOTIVE PARTS -- 0.0%
    Delphi Automotive Systems
      Corp. ........................       2,100         33,075
                                                   ------------
BEVERAGES -- 0.4%
    Anheuser-Busch Companies,
      Inc. .........................      17,000      1,204,875
    Coca-Cola Co. ..................         600         34,950
    PepsiCo, Inc. ..................       7,500        264,375
                                                   ------------
                                                      1,504,200
                                                   ------------
BROADCASTING -- 1.0%
    CBS Corp.*......................      54,100      3,459,019
                                                   ------------
BUILDING MATERIALS -- 0.3%
    Armstrong World Industries,
      Inc. .........................      11,200        373,800
    Sherwin Williams Co. ...........      15,400        323,400
    USG Corp. ......................       6,600        311,025
                                                   ------------
                                                      1,008,225
                                                   ------------
BUSINESS SERVICES -- 0.1%
    American Management Systems,
      Inc.*.........................       3,400        106,675
    Manpower, Inc. .................       2,400         90,300
                                                   ------------
                                                        196,975
                                                   ------------
CAPITAL GOODS -- 0.6%
    Briggs & Stratton Corp. ........      11,300        605,963
    Cummins Engine Co., Inc. .......      32,000      1,546,000
                                                   ------------
                                                      2,151,963
                                                   ------------
CHEMICALS -- 1.2%
    Dexter Corp. ...................      12,800        508,800
    Dow Chemical Co. ...............      26,000      3,474,250
    Engelhard Corp. ................       8,900        167,988
                                                   ------------
                                                      4,151,038
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
CLOTHING & APPAREL -- 0.3%
    Abercrombie & Fitch Co. Cl-A*...      14,000   $    373,624
    AnnTaylor Stores Corp.*.........       1,300         44,769
    Liz Claiborne, Inc..............       1,100         41,388
    Ross Stores, Inc. ..............      18,100        324,669
    Tommy Hilfiger Corp.*...........      10,800        251,775
                                                   ------------
                                                      1,036,225
                                                   ------------
COMPUTER HARDWARE -- 4.9%
    Adaptec, Inc.*..................      56,100      2,797,988
    Apple Computer, Inc.*...........      19,000      1,953,438
    Dell Computer Corp.*............      52,900      2,697,900
    EMC Corp.*......................      19,000      2,075,750
    Gateway, Inc.*..................       1,700        122,506
    Hewlett-Packard Co..............      32,400      3,691,575
    International Business Machines
      Corp..........................      41,500      4,481,999
                                                   ------------
                                                     17,821,156
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 13.0%
    3Com Corp.*.....................      10,300        484,100
    Adobe Systems, Inc..............      13,400        901,150
    America Online, Inc.*...........      58,000      4,375,374
    Cisco Systems, Inc.*............      85,300      9,137,762
    CMG PLC*........................         200         55,375
    Computer Associates
      International, Inc. ..........      12,400        867,225
    Compuware Corp.*................      21,400        797,150
    Comverse Technology, Inc.*......       7,300      1,056,675
    Electronic Data Systems
      Corp. ........................      37,000      2,476,688
    Microsoft Corp.*................     144,900     16,917,074
    NCR Corp.*......................       6,900        261,338
    Network Solutions, Inc.*........         200         43,513
    Novell, Inc.*...................      13,800        549,413
    Oracle Corp.*...................      32,800      3,675,649
    Paychex, Inc. ..................       7,300        292,000
    Sun Microsystems, Inc.*.........      34,200      2,648,363
    Unisys Corp.*...................      22,100        705,819
    Yahoo!, Inc.*...................       3,500      1,514,406
                                                   ------------
                                                     46,759,074
                                                   ------------
CONGLOMERATES -- 1.7%
    Corning, Inc. ..................       8,100      1,044,394
    Minnesota Mining & Manufacturing
      Co. ..........................      18,400      1,800,900
    National Service Industries,
      Inc. .........................      25,000        737,500
    Philip Morris Companies,
      Inc. .........................      21,300        493,894
    Tyco International Ltd. ........      56,000      2,177,000
                                                   ------------
                                                      6,253,688
                                                   ------------
CONSTRUCTION -- 0.1%
    Dycom Industries, Inc.*.........       4,100        180,656
    Pulte Corp. ....................       3,200         72,000
                                                   ------------
                                                        252,656
                                                   ------------
CONSUMER PRODUCTS & SERVICES -- 2.6%
    Alberto-Culver Co. Cl-B.........       2,700         69,694
    Avon Products, Inc. ............      10,000        330,000
</TABLE>

AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    Bausch & Lomb, Inc. ............       5,500   $    376,406
    Church and Dwight Co., Inc. ....       9,100        242,856
    Clorox Co. .....................         900         45,338
    Eastman Kodak Co. ..............      16,200      1,073,250
    Fortune Brands, Inc. ...........      23,900        790,194
    International Flavors &
      Fragrances, Inc. .............       9,100        343,525
    Procter & Gamble Co. ...........      40,900      4,481,106
    Tupperware Corp. ...............      42,000        711,375
    Whirlpool Corp. ................      11,300        735,206
                                                   ------------
                                                      9,198,950
                                                   ------------
CONTAINERS & PACKAGING -- 0.2%
    Ball Corp. .....................       5,700        224,438
    Crown Cork & Seal Co., Inc. ....      23,300        521,337
                                                   ------------
                                                        745,775
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 4.5%
    AVX Corp.*......................         700         34,956
    Diebold, Inc. ..................       2,900         68,150
    Electronics for Imaging,
      Inc.*.........................      17,300      1,005,563
    General Electric Co. ...........      73,000     11,296,749
    KLA-Tencor Corp.*...............       2,900        322,988
    Pentair, Inc. ..................       2,400         92,400
    PerkinElmer, Inc................      13,900        579,456
    Rockwell International Corp. ...      17,400        833,025
    Solectron Corp.*................       1,500        142,688
    Tandy Corp......................       4,400        216,425
    Texas Instruments, Inc. ........      15,400      1,491,875
                                                   ------------
                                                     16,084,275
                                                   ------------
ENTERTAINMENT & LEISURE -- 1.2%
    Anchor Gaming*..................       2,000         86,875
    Brunswick Corp. ................       7,000        155,750
    Carnival Corp. .................      44,600      2,132,437
    Readers Digest Association,
      Inc.*.........................       5,300        155,025
    Time Warner, Inc. ..............       6,500        470,844
    Viacom, Inc. Cl-B*..............      24,400      1,474,675
                                                   ------------
                                                      4,475,606
                                                   ------------
EQUIPMENT SERVICES -- 0.3%
    Hertz Corp. Cl-A................      19,800        992,475
                                                   ------------
FINANCIAL-BANK & TRUST -- 4.5%
    AmSouth Bancorporation..........      46,300        894,169
    Bank of America Corp. ..........      86,200      4,326,162
    Bank One Corp. .................      24,900        798,356
    Chase Manhattan Corp. ..........      77,800      6,044,087
    Cullen/Frost Bankers, Inc. .....       8,200        211,150
    First Union Corp. ..............      11,600        380,625
    GreenPoint Financial Corp. .....      29,800        709,613
    KeyCorp. .......................       8,900        196,913
    MBNA Corp.......................       7,200        196,200
    North Fork Bancorporation,
      Inc. .........................       2,500         43,750
    Pacific Century Financial
      Corp. ........................       3,600         67,275
    PNC Bank Corp. NA...............       6,300        280,350
    Republic New York Corp. ........       2,700        194,400
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    UnionBanCal Corp. ..............      29,500   $  1,163,406
    Wells Fargo & Co. ..............      21,400        865,363
                                                   ------------
                                                     16,371,819
                                                   ------------
FINANCIAL SERVICES -- 5.6%
    AMBAC Financial Group, Inc. ....      13,500        704,531
    Block, (H&R), Inc. .............      12,300        538,125
    Citigroup, Inc. ................     100,200      5,567,362
    Deluxe Corp. ...................      45,100      1,237,431
    Dun & Bradstreet Corp. .........      21,200        625,400
    Fannie Mae......................      46,400      2,897,100
    Fleet Financial Group, Inc. ....      22,800        793,725
    Freddie Mac.....................       3,500        164,719
    Lehman Brothers Holdings,
      Inc. .........................       7,400        626,688
    Merrill Lynch & Co., Inc. ......       9,000        751,500
    Morgan Stanley, Dean Witter &
      Co. ..........................      43,700      6,238,174
                                                   ------------
                                                     20,144,755
                                                   ------------
FOOD -- 3.4%
    Albertson's, Inc. ..............       2,700         87,075
    Bestfoods, Inc. ................       1,700         89,356
    ConAgra, Inc. ..................      88,200      1,990,012
    General Mills, Inc. ............      40,900      1,462,174
    Great Atlantic & Pacific Tea
      Co., Inc. ....................       7,800        217,425
    Heinz, (H.J.) Co. ..............       2,800        111,475
    Hormel Foods Corp. .............       5,800        235,625
    IBP, Inc. ......................      15,600        280,800
    Kellogg Co. ....................      15,400        474,513
    Kroger Co.*.....................       6,900        130,238
    Nabisco Group Holdings..........     100,400      1,066,750
    Quaker Oats Co. ................      35,700      2,342,812
    Ralston Purina Group............      26,100        727,538
    Safeway, Inc.*..................       8,900        316,506
    Sara Lee Corp. .................      13,100        289,019
    Supervalu, Inc. ................      71,900      1,438,000
    The Earthgrains Co. ............      14,000        225,750
    Unilever NV NY Reg. ............      12,500        680,469
    Winn-Dixie Stores, Inc. ........       8,100        193,894
                                                   ------------
                                                     12,359,431
                                                   ------------
HEALTHCARE SERVICES -- 0.8%
    Amgen, Inc.*....................      17,600      1,057,099
    Herbalife International,
      Inc. .........................       4,300         61,813
    MedQuist, Inc.*.................       5,700        147,131
    Oxford Health Plans, Inc.*......       9,000        114,188
    Shared Medical Systems Corp.....       5,000        254,688
    United HealthCare Corp..........      24,300      1,290,937
                                                   ------------
                                                      2,925,856
                                                   ------------
INSURANCE -- 3.7%
    Aetna, Inc. ....................      19,200      1,071,600
    Allmerica Financial Corp. ......       2,300        127,938
    American International Group,
      Inc. .........................       4,225        456,828
    AON Corp. ......................       2,500        100,000
</TABLE>


AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    Arthur J. Gallagher & Co. ......       8,600   $    556,850
    Lincoln National Corp. .........      59,500      2,379,999
    Loews Corp. ....................      14,600        886,038
    Marsh & McLennan Companies,
      Inc. .........................      45,000      4,305,937
    MGIC Investment Corp. ..........       9,800        589,838
    PMI Group, Inc. ................       6,700        327,044
    Radian Group, Inc. .............       2,100        100,275
    St. Paul Companies, Inc. .......      59,500      2,004,406
    Travelers Property Casualty
      Corp. Cl-A....................       8,500        291,125
                                                   ------------
                                                     13,197,878
                                                   ------------
MACHINERY & EQUIPMENT -- 0.6%
    Dover Corp. ....................      29,700      1,347,638
    Illinois Tool Works, Inc. ......       7,806        527,393
    Pall Corp. .....................       8,900        191,906
    Stanley Works, Inc. ............       2,400         72,300
                                                   ------------
                                                      2,139,237
                                                   ------------
MEDICAL SUPPLIES & EQUIPMENT -- 2.0%
    Bard, (C.R.), Inc. .............      10,700        567,100
    Baxter International, Inc. .....      22,200      1,394,438
    Bergen Brunswig Corp. Cl-A......       6,000         49,875
    Forest Laboratories, Inc.*......       6,500        399,344
    Johnson & Johnson Co. ..........      41,000      3,818,124
    Mallinckrodt, Inc. .............      25,100        798,494
    VISX, Inc.*.....................       6,300        326,025
                                                   ------------
                                                      7,353,400
                                                   ------------
METALS & MINING -- 0.7%
    Alcan Aluminum Ltd. ............       9,500        391,281
    Alcoa, Inc. ....................       1,300        107,900
    Barrick Gold Corp. .............      14,400        254,700
    Homestake Mining Co. ...........       4,800         37,500
    Nucor Corp. ....................       3,300        180,881
    Phelps Dodge Corp. .............      19,300      1,295,513
    Worthington Industries, Inc. ...       7,500        124,219
                                                   ------------
                                                      2,391,994
                                                   ------------
OFFICE EQUIPMENT -- 0.3%
    Pitney Bowes, Inc. .............      24,600      1,188,488
                                                   ------------
OIL & GAS -- 6.1%
    Amerada Hess Corp. .............       9,300        527,775
    Apache Corp. ...................       1,800         66,488
    Atlantic Richfield Co. .........      14,500      1,254,250
    Chevron Corp. ..................      23,800      2,061,675
    Diamond Offshore Drilling,
      Inc. .........................      11,300        345,356
    Exxon Mobil Corp. ..............      55,700      4,487,330
    Kerr-McGee Corp. ...............      67,300      4,172,600
    Keyspan Corp. ..................       8,100        187,819
    Noble Drilling Corp.*...........       5,400        176,850
    Occidental Petroleum Corp. .....     103,600      2,240,350
    Phillips Petroleum Co. .........       9,700        455,900
    Royal Dutch Petroleum Co. ......      43,400      2,622,988
    Texaco, Inc. ...................      35,700      1,938,956
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    Tidewater, Inc. ................      16,400   $    590,400
    Ultramar Diamond Shamrock
      Corp. ........................      34,400        780,450
                                                   ------------
                                                     21,909,187
                                                   ------------
PAPER & FOREST PRODUCTS -- 1.0%
    Georgia Pacific Group...........       8,600        436,450
    International Paper Co. ........       3,400        191,888
    Kimberly-Clark Corp. ...........      13,600        887,400
    Louisiana-Pacific Corp. ........       4,100         58,425
    Temple-Inland, Inc. ............       7,000        461,563
    Westvaco Corp. .................       2,700         88,088
    Weyerhaeuser Co. ...............      22,000      1,579,874
                                                   ------------
                                                      3,703,688
                                                   ------------
PHARMACEUTICALS -- 5.4%
    American Home Products Corp. ...       2,600        102,538
    Andrx Corp.*....................      13,800        583,913
    Biogen, Inc.*...................      11,900      1,005,550
    Bristol-Meyers Squibb Co. ......      50,200      3,222,212
    Genentech, Inc.*................         500         67,250
    Lilly, (Eli) & Co. .............      21,700      1,443,050
    Merck & Co., Inc. ..............      59,400      3,983,512
    Pfizer, Inc. ...................     143,900      4,667,755
    Pharmacia & Upjohn, Inc. .......      34,400      1,548,000
    Schering-Plough Corp. ..........      49,400      2,084,063
    Warner-Lambert Co. .............      10,300        843,956
                                                   ------------
                                                     19,551,799
                                                   ------------
PRINTING & PUBLISHING -- 0.2%
    Donnelley, (R.R.) & Sons Co. ...       7,500        186,094
    Knight-Ridder, Inc. ............       2,900        172,550
    Tribune Co. ....................       7,900        434,994
                                                   ------------
                                                        793,638
                                                   ------------
RAILROADS -- 0.1%
    Trinity Industries, Inc. .......       2,400         68,250
    Union Pacific Corp. ............       5,500        239,938
                                                   ------------
                                                        308,188
                                                   ------------
REAL ESTATE -- 0.1%
    CarrAmerica Realty Corp.
      [REIT]........................      14,200        299,975
                                                   ------------
RESTAURANTS -- 0.4%
    Brinker International, Inc.*....       8,900        213,600
    Darden Restaurants, Inc. .......      25,500        462,188
    Tricon Global Restaurants,
      Inc.*.........................       5,500        212,438
    Wendy's International, Inc. ....      30,800        635,249
                                                   ------------
                                                      1,523,475
                                                   ------------
RETAIL & MERCHANDISING -- 5.3%
    Best Buy Co., Inc.*.............      17,000        853,188
    Circuit City Stores, Inc. ......      19,000        856,188
    Costco Companies, Inc.*.........       1,000         91,250
    Dayton-Hudson Corp. ............       1,100         80,781
    Federated Department Stores,
      Inc.*.........................      24,700      1,248,894
    Home Depot, Inc. ...............      54,300      3,722,944
    Lowe's Companies, Inc. .........       6,500        388,375
    Penney, (J.C.) Co., Inc. .......       8,500        169,469
</TABLE>

AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
    Sears, Roebuck & Co. ...........      52,750   $  1,605,578
    Tiffany & Co. ..................       1,200        107,100
    TJX Companies, Inc. ............       8,100        165,544
    Toys 'R' Us, Inc.*..............      58,900        843,006
    Wal-Mart Stores, Inc. ..........     121,800      8,419,424
    Zale Corp.*.....................      12,600        609,525
                                                   ------------
                                                     19,161,266
                                                   ------------
SEMICONDUCTORS -- 3.7%
    Applied Materials, Inc.*........      22,300      2,825,131
    Integrated Device Technology,
      Inc.*.........................      23,400        678,600
    Intel Corp. ....................      55,800      4,593,037
    Lam Research Corp.*.............      13,400      1,494,938
    Micron Technology, Inc.*........      11,700        909,675
    Motorola, Inc. .................      18,500      2,724,125
    National Semiconductor Corp.*...       3,100        132,719
    SDL, Inc.*......................         400         87,200
                                                   ------------
                                                     13,445,425
                                                   ------------
TELECOMMUNICATIONS -- 12.4%
    Alltel Corp. ...................       8,300        686,306
    AT&T Corp. .....................     104,700      5,313,524
    Bell Atlantic Corp. ............      37,400      2,302,438
    BellSouth Corp. ................      79,100      3,702,869
    Comcast Corp. Cl-A..............      32,700      1,643,175
    GTE Corp. ......................      38,600      2,723,713
    Lucent Technologies, Inc. ......      74,000      5,536,124
    MCI WorldCom, Inc.*.............      74,550      3,955,809
    MediaOne Group, Inc.*...........      10,300        791,169
    Nextel Communications, Inc.
      Cl-A*.........................       2,700        278,438
    NEXTLINK Communications, Inc.
      Cl-A*.........................       1,000         83,063
    Nortel Networks Corp. ..........      30,600      3,090,600
    QUALCOMM, Inc.*.................      25,600      4,511,999
    SBC Communications, Inc. .......      98,918      4,822,252
    Scientific-Atlanta, Inc. .......      11,100        617,438
    Sprint Corp. (FON Group)........      14,500        976,031
    Sprint Corp. (PCS Group)*.......      13,800      1,414,500
    TALK.com, Inc.*.................       2,600         46,150
    Tellabs, Inc.*..................      16,200      1,039,838
    U.S. West, Inc. ................      16,100      1,159,200
    Xircom, Inc.*...................       1,600        120,000
                                                   ------------
                                                     44,814,636
                                                   ------------
TRANSPORTATION -- 0.2%
    Paccar, Inc. ...................       6,600        292,463
    United Parcel Service, Inc.
      Cl-B..........................       4,800        331,200
                                                   ------------
                                                        623,663
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                   <C>          <C>
UTILITIES -- 2.2%
    Ameren Corp. ...................      20,500   $    671,375
    Avista Corp. ...................       9,600        146,400
    Conectiv, Inc. Cl-A.............       1,600         47,400
    Constellation Energy Group......      17,300        501,700
    DTE Energy Co. .................      17,600        552,200
    Duke Energy Corp. ..............      13,500        676,688
    GPU, Inc. ......................      26,000        778,375
    LG&E Energy Corp. ..............       6,600        115,088
    Minnesota Power, Inc. ..........      22,600        382,788
    Public Service Enterprise Group,
      Inc. .........................      29,900      1,040,893
    Reliant Energy, Inc. ...........       2,800         64,050
    Sempra Energy...................      54,100        939,988
    Texas Utilities Co. ............      27,800        988,637
    UtiliCorp United, Inc...........      50,200        975,762
                                                   ------------
                                                      7,881,344
                                                   ------------
TOTAL COMMON STOCK
  (Cost $295,590,272)...............                338,504,136
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)
                                       ---------
<S>                                    <C>         <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 3.8%
    Federal Home Loan Bank
      1.40%, 01/03/00
    (Cost $13,824,925)...............  $  13,826     13,824,925
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES
                                        ------
<S>                                    <C>         <C>
SHORT-TERM INVESTMENTS -- 1.1%
    Temporary Investment Cash Fund...  2,055,829      2,055,829
    Temporary Investment Fund........  2,055,828      2,055,828
                                                   ------------
    (Cost $4,111,657)................                 4,111,657
                                                   ------------
TOTAL INVESTMENTS -- 98.8%
  (Cost $313,526,854)................               356,440,718
OTHER ASSETS LESS
  LIABILITIES -- 1.2%................                 4,189,182
                                                   ------------
NET ASSETS -- 100.0%.................              $360,629,900
                                                   ============
</TABLE>

$468,750 has been segregated with the custodian to cover margin requirements for
the following open futures contracts at December 31, 1999:

<TABLE>
<CAPTION>
                           EXPIRATION   NUMBER OF    UNREALIZED
DESCRIPTION                  MONTH      CONTRACTS   APPRECIATION
----------------------------------------------------------------
<S>                        <C>          <C>         <C>
S&P 500..................    03/00         43         $414,416
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
COMMON STOCK -- 59.0%
AEROSPACE -- 0.7%
    Boeing Co. .......................   18,900    $    785,531
    General Dynamics Corp. ...........    7,300         385,075
    United Technologies Corp. ........    5,300         344,500
                                                   ------------
                                                      1,515,106
                                                   ------------
AIRLINES -- 0.1%
    AMR Corp.*........................    3,200         214,400
    Delta Air Lines, Inc. ............    1,300          64,756
                                                   ------------
                                                        279,156
                                                   ------------
AUTOMOBILE MANUFACTURERS -- 0.7%
    Ford Motor Co. ...................   17,600         940,500
    General Motors Corp. .............    6,900         501,544
                                                   ------------
                                                      1,442,044
                                                   ------------
AUTOMOTIVE PARTS -- 0.0%
    Delphi Automotive Systems
      Corp. ..........................    3,200          50,400
                                                   ------------
BEVERAGES -- 0.3%
    Anheuser-Busch Companies, Inc. ...    4,500         318,938
    Coors, (Adolph) Co. Cl-B..........    4,500         236,250
                                                   ------------
                                                        555,188
                                                   ------------
BROADCASTING -- 0.8%
    CBS Corp.*........................   27,100       1,732,706
                                                   ------------
BUILDING MATERIALS -- 0.1%
    Centex Construction Products,
      Inc. ...........................    4,800         187,200
    Owens Corning.....................    3,000          57,938
                                                   ------------
                                                        245,138
                                                   ------------
CAPITAL GOODS -- 0.1%
    Cummins Engine Co., Inc. .........    3,700         178,756
                                                   ------------
CHEMICALS -- 1.3%
    Dexter Corp. .....................    9,700         385,575
    Dow Chemical Co. .................   13,500       1,803,937
    DuPont, (E.I.) de Nemours &
      Co. ............................    8,900         586,288
                                                   ------------
                                                      2,775,800
                                                   ------------
CLOTHING & APPAREL -- 0.4%
    Abercrombie & Fitch Co.*..........    5,600         149,450
    American Eagle Outfitters Co.*....    1,800          81,000
    AnnTaylor Stores Corp.*...........    9,400         323,712
    Jones Apparel Group, Inc.*........    4,000         108,500
    Tommy Hilfiger Corp.*.............    8,200         191,163
                                                   ------------
                                                        853,825
                                                   ------------
COMPUTER HARDWARE -- 3.2%
    Adaptec, Inc.*....................   52,900       2,638,388
    Dell Computer Corp.*..............    5,400         275,400
    Hewlett-Packard Co. ..............   23,200       2,643,350
    International Business Machines
      Corp. ..........................   12,400       1,339,200
    SanDisk Corp.*....................      600          57,750
                                                   ------------
                                                      6,954,088
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 8.2%
    America Online, Inc.*.............   24,300       1,833,130
    Automatic Data Processing,
      Inc.*...........................    5,800         312,475
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
    Cisco Systems, Inc.*..............   33,700    $  3,610,112
    Computer Associates International,
      Inc. ...........................    4,800         335,700
    Comverse Technology, Inc.*........    5,800         839,550
    Electronic Data Systems Corp. ....    7,800         522,113
    Microsoft Corp.*..................   59,800       6,981,649
    NCR Corp.*........................    6,100         231,038
    Novell, Inc.*.....................    5,000         199,063
    Sun Microsystems, Inc.*...........    4,000         309,750
    Sybase, Inc.*.....................   12,300         209,100
    Symantec Corp.*...................    4,100         240,363
    Unisys Corp.*.....................   21,500         686,656
    USWeb Corp.*......................    9,600         426,600
    Yahoo!, Inc.*.....................    2,600       1,124,988
                                                   ------------
                                                     17,862,287
                                                   ------------
CONGLOMERATES -- 1.0%
    Corning, Inc. ....................   13,900       1,792,231
    Tyco International Ltd. ..........   11,800         458,725
                                                   ------------
                                                      2,250,956
                                                   ------------
CONSTRUCTION -- 0.1%
    Dycom Industries, Inc.*...........    4,500         198,281
    Pulte Corp. ......................    5,500         123,750
                                                   ------------
                                                        322,031
                                                   ------------
CONSUMER PRODUCTS & SERVICES -- 0.9%
    Fortune Brands, Inc. .............    6,300         208,294
    Procter & Gamble Co. .............   11,700       1,281,880
    Tupperware Corp. .................    7,700         130,419
    Universal Corp. ..................    7,800         177,938
    Whirlpool Corp. ..................    2,200         143,138
                                                   ------------
                                                      1,941,669
                                                   ------------
CONTAINERS & PACKAGING -- 0.2%
    Ball Corp. .......................    7,300         287,438
    Sealed Air Corp.*.................    2,400         124,350
                                                   ------------
                                                        411,788
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 2.7%
    American Power Conversion
      Corp.*..........................    6,000         158,250
    Electronics for Imaging, Inc.*....   31,500       1,830,937
    General Electric Co. .............   18,900       2,924,774
    Harmonic, Inc.*...................    2,900         275,319
    PerkinElmer, Inc.*................    6,200         258,463
    Rockwell International Corp. .....    3,100         148,413
    Texas Instruments, Inc. ..........    2,500         242,188
                                                   ------------
                                                      5,838,344
                                                   ------------
ENTERTAINMENT & LEISURE -- 0.5%
    Anchor Gaming*....................    2,900         125,969
    Carnival Corp. ...................    4,000         191,250
    Pixar, Inc.*......................    3,500         123,813
    Station Casinos, Inc.*............    4,400          98,725
    Viacom, Inc. Cl-B*................    8,400         507,674
                                                   ------------
                                                      1,047,431
                                                   ------------
</TABLE>

AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
EQUIPMENT SERVICES -- 0.4%
    Hertz Corp. Cl-A..................   11,600    $    581,450
    Millipore Corp. ..................    8,000         309,000
                                                   ------------
                                                        890,450
                                                   ------------
FINANCIAL-BANK & TRUST -- 3.0%
    Bank of America Corp. ............   14,400         722,700
    Chase Manhattan Corp. ............   40,500       3,146,343
    Old Kent Financial Corp. .........   15,100         534,163
    UnionBanCal Corp. ................   28,300       1,116,081
    Wells Fargo & Co. ................    5,600         226,450
    Zions Bancorp.....................   11,400         674,738
                                                   ------------
                                                      6,420,475
                                                   ------------
FINANCIAL SERVICES -- 4.4%
    AMBAC Financial Group, Inc. ......   23,000       1,200,313
    Citigroup, Inc. ..................   14,300         794,544
    Deluxe Corp. .....................   21,300         584,419
    Fannie Mae........................   28,900       1,804,443
    Freddie Mac.......................   12,800         602,400
    Merrill Lynch & Co., Inc. ........    2,000         167,000
    Morgan Stanley, Dean Witter &
      Co. ............................   26,200       3,740,049
    Providian Financial Corp. ........    7,700         701,181
                                                   ------------
                                                      9,594,349
                                                   ------------
FOOD -- 1.7%
    ConAgra, Inc. ....................    4,800         108,300
    General Mills, Inc. ..............    4,800         171,600
    Hormel Foods Corp. ...............    7,700         312,813
    IBP, Inc. ........................   34,800         626,400
    Quaker Oats Co. ..................   24,000       1,574,999
    Ralston Purina Group..............    5,200         144,950
    Suiza Foods Corp.*................   14,100         558,713
    Unilever NV NY Reg.*..............    3,000         163,313
                                                   ------------
                                                      3,661,088
                                                   ------------
HEALTHCARE SERVICES -- 0.9%
    Amgen, Inc.*......................   20,500       1,231,280
    MedQuist, Inc.*...................    4,300         110,994
    Oxford Health Plans, Inc.*........   14,600         185,238
    PacifiCare Health Systems,
      Inc.*...........................    4,700         249,100
    United HealthCare Corp.*..........    2,500         132,813
                                                   ------------
                                                      1,909,425
                                                   ------------
INSURANCE -- 1.1%
    Aetna, Inc.*......................    2,100         117,206
    American International Group,
      Inc. ...........................    1,850         200,031
    Arthur J. Gallagher & Co. ........    7,400         479,150
    Lincoln National Corp. ...........   35,100       1,404,001
    Radian Group, Inc. ...............    4,700         224,425
                                                   ------------
                                                      2,424,813
                                                   ------------
MACHINERY & EQUIPMENT -- 1.3%
    Illinois Tool Works, Inc. ........   30,788       2,080,114
    Ingersoll-Rand Co. ...............   12,600         693,788
                                                   ------------
                                                      2,773,902
                                                   ------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.2%
    Bard, (C.R.), Inc. ...............   11,900         630,700
    Forest Laboratories, Inc.*........    8,200         503,788
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
    Johnson & Johnson Co. ............   11,500    $  1,070,937
    Mallinckrodt, Inc. ...............    7,800         248,138
    VISX, Inc.*.......................    4,600         238,050
                                                   ------------
                                                      2,691,613
                                                   ------------
METALS & MINING -- 0.3%
    Alcan Aluminium Ltd. .............    6,300         259,481
    Alcoa, Inc. ......................    4,100         340,300
                                                   ------------
                                                        599,781
                                                   ------------
OIL & GAS -- 3.2%
    Amerada Hess Corp. ...............   37,800       2,145,150
    Anadarko Petroleum Corp. .........    4,300         146,738
    Apache Corp. .....................   31,500       1,163,531
    Atlantic Richfield Co. ...........   12,500       1,081,250
    Ensco International, Inc. ........   13,000         297,375
    Exxon Mobil Corp. ................    8,901         717,087
    Kerr-McGee Corp. .................    6,000         372,000
    Noble Drilling Corp.*.............    3,300         108,075
    Texaco, Inc. .....................    3,300         179,231
    Union Pacific Resources Group,
      Inc. ...........................   51,600         657,900
    Vastar Resources, Inc. ...........    2,400         141,600
                                                   ------------
                                                      7,009,937
                                                   ------------
PAPER & FOREST PRODUCTS -- 0.7%
    Georgia Pacific Group.............    4,700         238,525
    Kimberly-Clark Corp. .............    5,800         378,450
    Temple-Inland, Inc. ..............    2,500         164,844
    Weyerhaeuser Co. .................   11,300         811,481
                                                   ------------
                                                      1,593,300
                                                   ------------
PHARMACEUTICALS -- 3.7%
    Allergan, Inc. ...................    4,000         199,000
    Andrx Corp.*......................    8,900         376,581
    Biogen, Inc.*.....................    5,400         456,300
    Bristol-Meyers Squibb Co. ........   17,800       1,142,538
    IDEC Pharmaceuticals Corp.*.......    2,400         235,800
    Ivax Corp.*.......................   33,800         870,350
    Jones Pharma, Inc. ...............    3,700         160,719
    MedImmune, Inc.*..................    3,600         597,150
    Merck & Co., Inc. ................    4,800         321,900
    Pfizer, Inc. .....................   27,100         879,056
    Schering-Plough Corp. ............   33,600       1,417,499
    Shire Pharmaceuticals Group PLC
      [ADR]*..........................    3,962         115,393
    Warner-Lambert Co. ...............   14,200       1,163,513
                                                   ------------
                                                      7,935,799
                                                   ------------
PRINTING & PUBLISHING -- 0.4%
    Valassis Communications, Inc.*....   19,600         828,100
                                                   ------------
RESTAURANTS -- 0.3%
    Brinker International, Inc.*......   10,900         261,600
    Darden Restaurants, Inc. .........    4,700          85,188
    Jack in the Box, Inc.*............   15,800         326,862
                                                   ------------
                                                        673,650
                                                   ------------
RETAIL & MERCHANDISING -- 4.0%
    Best Buy Co., Inc.*...............    5,900         296,106
    Home Depot, Inc. .................   41,100       2,817,919
</TABLE>


AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
    Kohl's Corp.* ....................    2,000    $    144,375
    Wal-Mart Stores, Inc. ............   70,800       4,894,049
    Zale Corp.*.......................   10,200         493,425
                                                   ------------
                                                      8,645,874
                                                   ------------
SEMICONDUCTORS -- 2.3%
    Applied Materials, Inc.*..........   23,400       2,964,488
    Integrated Device Technology,
      Inc.*...........................   25,000         725,000
    Lam Research Corp.*...............    3,700         412,781
    Motorola, Inc. ...................    3,500         515,375
    National Semiconductor Corp.*.....    8,800         376,750
                                                   ------------
                                                      4,994,394
                                                   ------------
TELECOMMUNICATIONS -- 7.5%
    Adelphia Communications Corp.
      CL-A*...........................    2,800         183,750
    AT&T Corp. .......................   38,900       1,974,175
    Bell Atlantic Corp. ..............    9,000         554,063
    Bellsouth Corp. ..................   34,500       1,615,031
    Comcast Corp. Cl-A................    7,200         361,800
    Commscope, Inc.*..................   14,800         596,625
    Cox Communications, Inc. Cl-A*....    8,600         442,900
    EchoStar Communications Corp.
      Cl-A*...........................    3,600         351,000
    GTE Corp. ........................   13,700         966,706
    Lucent Technologies, Inc. ........   31,100       2,326,668
    Nextel Communications, Inc.
      Cl-A*...........................    3,300         340,313
    Nortel Networks Corp. ............    8,800         888,800
    QUALCOMM, Inc.*...................    1,600         282,000
    SBC Communications, Inc. .........   41,906       2,042,917
    Scientific-Atlanta, Inc.*.........   10,900         606,313
    Sprint Corp. (FON Group)..........   31,000       2,086,687
    Sprint Corp. (PCS Group)*.........    4,600         471,500
    U.S. West, Inc. ..................    2,800         201,600
                                                   ------------
                                                     16,292,848
                                                   ------------
TRANSPORTATION -- 0.2%
    Paccar, Inc. .....................    4,800         212,700
    United Parcel Service, Inc.
      Cl-B*...........................    1,600         110,400
    USFreightways Corp. ..............    1,600          76,600
                                                   ------------
                                                        399,700
                                                   ------------
UTILITIES -- 1.1%
    Energy East Corp. ................    6,300         131,119
    LG&E Energy Corp. ................   15,500         270,281
    Minnesota Power, Inc. ............   13,200         223,575
    Public Service Enterprise Group,
      Inc. ...........................   17,800         619,662
    Reliant Energy, Inc. .............    6,700         153,263
    Southern Co. .....................   18,100         425,350
    Texas Utilities Co. ..............    5,100         181,369
    UtiliCorp United, Inc. ...........   22,000         427,625
                                                   ------------
                                                      2,432,244
                                                   ------------
TOTAL COMMON STOCK
  (Cost $107,746,356).................              128,028,455
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)      VALUE
                                        -------  ------------
<S>                                     <C>      <C>
CORPORATE OBLIGATIONS -- 7.4%
AEROSPACE -- 0.2%
    Lockheed Martin Corp.
      8.20%, 12/01/09.................  $   500  $    498,750
                                                 ------------
AIRLINES -- 0.2%
    Continental Airlines, Inc.
      8.00%, 12/15/05.................      450       415,125
                                                 ------------
AUTOMOTIVE PARTS -- 0.2%
    Lear Corp. 144A
      7.96%, 05/15/05.................      550       528,688
                                                 ------------
BEVERAGES -- 0.2%
    Pepsi Bottling Group, Inc. 144A
      7.00%, 03/01/29.................      300       272,625
    Pepsi Bottling Holdings, Inc. 144A
      5.625%, 02/17/09................      300       265,500
                                                 ------------
                                                      538,125
                                                 ------------
BROADCASTING -- 0.1%
    British Sky Broadcasting
      6.875%, 02/23/09................      300       265,875
                                                 ------------
CHEMICALS -- 0.3%
    DuPont, (E.I.) de Nemours & Co.
      6.875%, 10/15/09................      650       632,938
                                                 ------------
CONSUMER PRODUCTS & SERVICES -- 0.1%
    Fort James Corp.
      6.625%, 09/15/04................      250       240,938
                                                 ------------
CONTAINERS & PACKAGING -- 0.1%
    Owens-Illinois, Inc.
      7.15%, 05/15/05.................      350       325,063
                                                 ------------
FINANCIAL-BANK & TRUST -- 0.8%
    Banco Santander
      7.625%, 11/03/09................      600       594,750
    First Bank System, Inc.
      7.625%, 05/01/05................      100       101,000
    Fleet National Bank
      5.75%, 01/15/09.................      450       395,438
    NationsBank Corp.
      6.125%, 07/15/04................      300       288,000
    Southern Investments UK
      6.80%, 12/01/06.................      300       280,875
                                                 ------------
                                                    1,660,063
                                                 ------------
FINANCIAL SERVICES -- 1.6%
    BMW Vehicle Owner Trust
      6.41%, 04/25/03.................      600       597,129
    Ford Motor Credit Co.
      7.375%, 10/28/09................    1,200     1,187,999
    General Motors Acceptance Corp.
      7.125%, 05/01/03................      100        99,625
    Hutchison Whampoa Financial Corp.
      144A
      7.45%, 08/01/17.................      350       317,188
</TABLE>

AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PAR
                                         (000)      VALUE
                                        -------  ------------
<S>                                     <C>      <C>
    Lehman Brothers Holdings, Inc.
      6.625%, 04/01/04................  $   450  $    434,813
    Morgan Stanley, Dean Witter & Co.
      7.125%, 01/15/03................      650       649,187
                                                 ------------
                                                    3,285,941
                                                 ------------
INSURANCE -- 0.1%
    Conseco, Inc.
      6.40%, 06/15/01.................      300       294,750
                                                 ------------
MACHINERY & EQUIPMENT -- 0.3%
    Caterpillar, Inc.
      7.25%, 09/15/09.................      600       589,500
                                                 ------------
OIL & GAS -- 1.0%
    Enron Corp.
      6.625%, 11/15/05................      600       570,750
      6.70%, 11/15/06.................      600       567,750
    Petroleum Geo-Services
      7.125%, 03/30/28................      650       571,187
    USX Corp.
      6.65%, 02/01/06.................      600       563,250
                                                 ------------
                                                    2,272,937
                                                 ------------
REAL ESTATE -- 0.2%
    Chelsea GCA Realty, Inc. [REIT]
      7.25%, 10/21/07.................      400       362,500
                                                 ------------
RETAIL & MERCHANDISING -- 0.8%
    Home Depot, Inc. 144A
      6.50%, 09/15/04.................      600       588,000
    Rite Aid Corp. 144A
      6.00%, 12/15/05.................      100        74,000
    Saks, Inc.
      8.25%, 11/15/08.................      300       294,000
    Sears, Roebuck & Co.
      6.25%, 01/15/04.................      200       191,250
    Wal-Mart Stores, Inc.
      6.875%, 08/10/09................      600       584,250
                                                 ------------
                                                    1,731,500
                                                 ------------
TELECOMMUNICATIONS -- 0.9%
    CSC Holdings, Inc.
      8.125%, 07/15/09................      300       300,000
    GTE North, Inc.
      5.65%, 11/15/08.................      500       443,125
    Qwest Communications
      International, Inc.
      7.50%, 11/01/08.................      700       681,624
    TCI Communications, Inc.
      8.75%, 08/01/15.................      300       326,625
    WorldCom, Inc.
      7.55%, 04/01/04.................      100       101,250
                                                 ------------
                                                    1,852,624
                                                 ------------
UTILITIES -- 0.3%
    Alliant Energy Resources 144A
      7.375%, 11/09/09................      600       585,750
                                                 ------------
TOTAL CORPORATE OBLIGATIONS
  (Cost $16,648,950)..................             16,081,067
                                                 ------------
</TABLE>

<TABLE>
<CAPTION>
                                          PAR
                                         (000)      VALUE
                                        -------  ------------
<S>                                     <C>      <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 14.6%
    Federal Home Loan Bank
      1.50%, 01/03/00.................  $ 8,544  $  8,543,288
                                                 ------------
    Federal Home Loan Mortgage Corp.
      7.00%, 06/01/14-08/01/29........    2,908     2,856,702
      7.50%, 08/01/29.................    1,793     1,776,227
                                                 ------------
                                                    4,632,929
                                                 ------------
    Federal National Conventional Loan
      7.00%, 03/01/28.................      654       632,523
                                                 ------------
    Federal National Mortgage Assoc.
      6.00%, 10/01/28.................    2,513     2,300,643
      6.23%, 07/21/08.................      200       186,513
      6.50%, 08/15/04-01/01/28........    8,466     8,026,506
      7.00%, 05/01/11-07/01/29........    2,147     2,094,421
      7.50%, 12/11/03-07/01/29........    2,801     2,779,640
                                                 ------------
                                                   15,387,723
                                                 ------------
    Government National Mortgage
      Assoc.
      6.00%, 04/15/28-05/15/28........      569       518,147
      6.50%, 03/15/28-04/15/28........    1,574     1,479,134
      7.00%, 12/15/27.................      254       245,137
      8.00%, 03/15/27.................       81        81,462
      8.75%, 01/15/27-04/15/27........      105       108,988
                                                 ------------
                                                    2,432,868
                                                 ------------
    (Cost $32,545,430)................             31,629,331
                                                 ------------
U.S. TREASURY OBLIGATIONS -- 10.4%
    U.S. Treasury Bonds
      7.875%, 02/15/21................    3,600     4,025,682
      5.25%, 11/15/28-02/15/29........      750       620,575
      6.125%, 08/15/29................    1,400     1,334,781
                                                 ------------
                                                    5,981,038
                                                 ------------
    U.S. Treasury Notes
      5.50%, 03/31/00-05/15/04........   12,750    12,682,935
      6.625%, 07/31/01-05/15/07.......    1,600     1,608,557
      5.75%, 11/30/02.................      500       493,024
      5.25%, 05/15/04.................      400       383,273
      6.00%, 08/15/04-08/15/09........      550       538,472
      6.50%, 10/15/06.................      600       598,625
      4.75%, 11/15/08.................      250       220,695
                                                 ------------
                                                   16,525,581
                                                 ------------
    (Cost $23,227,101)................             22,506,619
                                                 ------------
COLLATERALIZED MORTGAGE OBLIGATIONS -- 1.1%
    Case Equipment Loan Trust
      Series 1998-B Cl-A4
      5.92%, 10/15/05.................      300       294,506
    CIT RV Trust Series 1998-A Cl-A4
      6.09%, 02/15/12.................      300       293,126
    Comed Transitional Funding Trust
      Series 1998-1 Cl-A6
      5.63%, 06/25/09.................      100        92,712
</TABLE>

AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                          PAR
                                         (000)      VALUE
                                        -------  ------------
<S>                                     <C>      <C>
    General Motors Acceptance Corp.
      Series 1999-Cl Cl-A2
      6.175%, 05/15/33................  $   450  $    409,672
    Morgan Stanley Capital I
      Series 1998-WF1 Cl-A1
      6.25%, 07/15/07.................      183       177,336
    Morgan Stanley Capital I
      Series 1998-WF1 Cl-A2
      6.55%, 12/15/07.................      800       759,803
    Nationslink Funding Corp.
      Series 1998-2 Cl-A1
      6.00%, 11/20/07.................      187       177,861
    Nationslink Funding Corp.
      Series 1999-1 Cl-A2
      6.316%, 11/20/08................      250       232,311
                                                 ------------
    (Cost $2,552,141).................              2,437,327
                                                 ------------
SOVEREIGN ISSUES -- 0.3%
CANADA
    British Columbia Government
      5.375%, 10/29/08................      100        87,813
    Quebec Province
      7.50%, 09/15/29.................      600       574,138
                                                 ------------
    (Cost $692,819)...................                661,951
                                                 ------------
</TABLE>

<TABLE>
<CAPTION>
                                       PRINCIPAL
                                       IN LOCAL
                                       CURRENCY
                                         (000)
                                       ---------
<S>                                    <C>         <C>
FOREIGN BONDS -- 6.8%
CANADA -- 0.4%
    Canadian Government
      5.00%, 03/15/00................        980        678,878
      6.00%, 06/01/08................        300        204,420
                                                   ------------
                                                        883,298
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                       PRINCIPAL
                                       IN LOCAL
                                       CURRENCY
                                         (000)        VALUE
                                       ---------      -----
<S>                                    <C>         <C>
DENMARK -- 0.1%
    Kingdom of Denmark
      8.00%, 03/15/06................      1,150   $    175,729
                                                   ------------
GERMANY -- 3.5%
    Deutschland Republic
      6.00%, 09/15/03................      4,150      4,352,254
      4.125%, 07/04/08...............      3,400      3,151,395
                                                   ------------
                                                      7,503,649
                                                   ------------
JAPAN -- 2.0%
    Japanese Government
      2.90%, 12/20/05................    410,000      4,408,353
                                                   ------------
UNITED KINGDOM -- 0.8%
    United Kingdom Treasury
      9.00%, 10/13/08................        850      1,673,419
                                                   ------------
TOTAL FOREIGN BONDS
  (Cost $15,344,243).................                14,644,448
                                                   ------------
TOTAL INVESTMENTS  -- 99.6%
  (Cost $198,757,040)................               215,989,198
OTHER ASSETS LESS
  LIABILITIES -- 0.4%................                   758,748
                                                   ------------
NET ASSETS -- 100.0%.................              $216,747,946
                                                   ============
</TABLE>

$56,250 has been segregated with the custodian to cover margin requirements for
the following open futures contracts at December 31, 1999:

<TABLE>
<CAPTION>
                           EXPIRATION   NUMBER OF    UNREALIZED
DESCRIPTION                  MONTH      CONTRACTS   APPRECIATION
----------------------------------------------------------------
<S>                        <C>          <C>         <C>
S&P 500..................    03/00          3         $46,003
                                                      =======
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 1.2% of net assets.

See Notes to Financial Statements.


AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
FOREIGN STOCK -- 95.8%
AUSTRALIA -- 0.5%
    Cable & Wireless Optus Ltd.*.....    208,477   $    697,174
                                                   ------------
BELGIUM -- 0.2%
    Fortis Cl-B......................     10,146        366,029
                                                   ------------
BRAZIL -- 0.9%
    Petroleo Brasileiro SA...........  5,220,000      1,329,200
                                                   ------------
CANADA -- 1.9%
    Nortel Networks Corp. ...........     29,400      2,969,400
                                                   ------------
DENMARK -- 1.1%
    ISS International Cl-B...........      5,400        362,862
    Novo-Nordisk AS Cl-B.............      4,543        601,950
    Tele Danmark AS..................     10,600        786,809
                                                   ------------
                                                      1,751,621
                                                   ------------
FINLAND -- 4.3%
    Nokia Corp. Cl-A [ADR]...........     15,400      2,926,000
    Sonera Group Oyj.................     53,666      3,678,086
                                                   ------------
                                                      6,604,086
                                                   ------------
FRANCE -- 11.4%
    Accor SA.........................     11,450        553,184
    Alcatel..........................      7,609      1,747,258
    Altran Technologies SA...........      2,607      1,575,385
    AXA SA...........................      7,561      1,053,925
    Cap Gemini SA....................      3,413        866,226
    Carrefour Supermarche SA.........      7,286      1,343,606
    Groupe Danone....................      3,000        707,020
    Lafarge SA.......................      4,000        465,707
    Pinault-Printemps Redoute SA.....      5,800      1,530,466
    Societe Generale.................      3,500        814,281
    Societe Television Francaise.....      3,850      2,016,316
    STMicroelectronics NV NY Reg. ...     12,500      1,892,969
    Total Fina SA Cl-B...............      3,344        446,248
    Vivendi..........................     28,690      2,590,451
                                                   ------------
                                                     17,603,042
                                                   ------------
GERMANY -- 5.2%
    DePfa Deutsche
      Pfandbriefbank AG..............      2,200        162,856
    EM.TV & Merchandising AG.........      5,331        351,677
    Intershop Communications AG*.....      2,305        659,301
    Mannesmann AG....................     22,350      5,411,361
    Siemens AG.......................     10,800      1,381,408
                                                   ------------
                                                      7,966,603
                                                   ------------
HONG KONG -- 2.1%
    China Telecom Ltd.*..............    506,000      3,163,517
                                                   ------------
ISRAEL -- 0.4%
    Check Point Software Technologies
      Ltd. ..........................      2,900        576,375
                                                   ------------
ITALY -- 4.2%
    Banco Intesa SPA.................     83,800        340,129
    Mediaset SPA.....................     59,546        925,965
    Mediolanum SPA...................     64,000        837,949
    Mondadori (Arnoldo) Editore
      SPA............................     49,600      1,573,572
    Seat Pagine Gialle SPA...........    305,991      1,004,664
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Telecom Italia SPA...............    120,100   $  1,693,424
    Tiscali SPA*.....................        235         95,382
                                                   ------------
                                                      6,471,085
                                                   ------------
JAPAN -- 28.5%
    Fujitsu Ltd. ....................     35,000      1,596,359
    Hitachi Ltd. ....................    143,000      2,295,390
    Japan Telecom Co. Ltd. ..........        400      1,605,168
    Kao Corp. .......................     40,000      1,141,235
    KDD Corp.........................      8,700      1,205,755
    Keyence Corp. ...................      1,700        690,516
    Kyocera Corp. ...................     18,000      4,668,689
    Matsushita Communication
      Industrial Co. Ltd.............      4,000      1,057,062
    Matsushita Electric Industrial
      Co. ...........................     25,000        692,473
    NEC Corp. .......................     26,000        619,654
    Nippon Telegraph & Telephone
      Corp. .........................         87      1,490,163
    Nomura Securities Co. Ltd. ......     63,000      1,137,663
    NTT Data Corp. ..................         96      2,208,085
    NTT Mobile Communication Network,
      Inc. ..........................         88      3,384,947
    Omron Corp. .....................     28,000        646,765
    Pioneer Corp.....................     23,000        607,811
    Ryohin Keikaku Co. Ltd. .........      4,300        863,199
    SMC Corp. .......................      2,100        464,725
    Softbank Corp. ..................      4,900      4,690,418
    Sony Corp. ......................     20,300      6,020,263
    Takeda Chemical Industries
      Ltd. ..........................      9,000        444,847
    Tokyo Electric Power Co.,
      Inc. ..........................     30,700        823,314
    Tokyo Electron Ltd. .............     16,000      2,192,424
    Toyota Motor Corp. ..............     50,000      2,422,433
    Trend Micro, Inc. ...............      2,000        505,041
    Tyco International Ltd. .........     14,000        544,250
                                                   ------------
                                                     44,018,649
                                                   ------------
KOREA -- 1.1%
    Samsung Electronics Co. .........      7,491      1,754,827
                                                   ------------
MEXICO -- 1.5%
    Grupo Televisa SA [GDR]*.........     11,100        757,575
    Telefonos de Mexico SA Cl-L
      [ADR]..........................     14,500      1,631,250
                                                   ------------
                                                      2,388,825
                                                   ------------
NETHERLANDS -- 6.3%
    ASM Lithography Holding NV NY
      Reg.*..........................      7,700        875,875
    Assurantieconcern Stad
      Rotterdam NV...................      6,140        390,823
    Getronics NV.....................     17,100      1,364,004
    Gucci Group NV NY Reg. ..........      3,100        354,950
    ING Groep NV.....................     15,677        946,399
    Koninklijke (Royal) Philips
      Electronics NV NY Reg. ........     13,980      1,887,300
    Randstad Holdings NV.............     13,400        645,100
    United Pan-Europe Communications
      NV*............................     12,407      1,586,956
    VNU NV...........................     24,800      1,303,318
</TABLE>

AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Wolters Kluwer NV................     11,627   $    393,461
                                                   ------------
                                                      9,748,186
                                                   ------------
PORTUGAL -- 0.4%
    PT MULTIMEDIA -- Servicos de
      Telecomunicacoes e Multimedia
      SGPS SA 144A*..................     10,972        614,184
                                                   ------------
SINGAPORE -- 2.0%
    Development Bank of Singapore*...     38,638        633,334
    Singapore Press Holdings Ltd. ...     43,200        936,367
    Singapore Technologies
      Engineering Ltd. ..............    518,000        802,426
    United Overseas Bank Ltd. .......     36,960        326,216
    Venture Manufacturing Ltd. ......     39,000        447,253
                                                   ------------
                                                      3,145,596
                                                   ------------
SPAIN -- 1.9%
    Sogecable SA*....................     10,087        644,089
    Telefonica SA....................     94,382      2,357,411
                                                   ------------
                                                      3,001,500
                                                   ------------
SWEDEN -- 3.7%
    Assa Abloy AB Cl-B...............     40,800        573,061
    Ericsson, (L.M.) Telephone Co.
      [ADR]..........................     15,000        985,313
    Europolitan Holdings AB..........     37,500        661,142
    Hennes & Mauritz AB Cl-B.........     61,500      2,060,119
    Modern Times Group AB Cl-B*......     14,244        706,508
    Securitas AB Cl-B................     37,400        676,963
                                                   ------------
                                                      5,663,106
                                                   ------------
SWITZERLAND -- 3.8%
    ABB AG*..........................     18,528      2,266,110
    Credit Suisse Group..............      5,500      1,093,230
    Holderbank Financiere Glarus AG
      Cl-B...........................        419        573,648
    Nestle SA........................        278        509,280
    Novartis AG......................        669        982,304
    PubliGroupe SA*..................        400        395,654
                                                   ------------
                                                      5,820,226
                                                   ------------
UNITED KINGDOM -- 14.4%
    Amvescap PLC.....................     99,100      1,152,549
    ARM Holdings PLC*................      7,860        530,323
    AstraZeneca Group PLC............     16,800        696,879
    Barclays PLC.....................     16,900        486,461
    BBA Group PLC....................     47,600        384,441
    BP Amoco PLC [ADR]...............      8,500        504,156
    British Telecommunications PLC...     77,200      1,886,728
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Cable & Wireless Communications
      PLC............................     47,937   $    689,151
    Cable & Wireless PLC.............     28,711        486,493
    Capita Group PLC.................     46,800        854,235
    Centrica PLC.....................    203,278        576,263
    CMG PLC..........................      6,800        500,543
    Colt Telecom Group PLC*..........     31,593      1,617,209
    Compass Group PLC................     46,500        638,447
    CRH PLC..........................     16,400        353,470
    Energis PLC*.....................     18,020        865,663
    Invensys PLC.....................    101,600        553,066
    Logica PLC.......................     44,700      1,153,097
    Marconi PLC......................     68,000      1,203,302
    Orange PLC*......................     20,500        692,075
    Pearson PLC......................     28,700        929,037
    Prudential Corp. PLC.............     34,500        679,880
    Telewest Communications PLC*.....    178,145        950,320
    Thus PLC*........................     93,370        613,840
    Vodafone AirTouch PLC............    191,550        949,117
    Vodafone AirTouch PLC [ADR]......     15,850        784,575
    WPP Group PLC....................     92,900      1,472,102
                                                   ------------
                                                     22,203,422
                                                   ------------
TOTAL FOREIGN STOCK
  (Cost $89,466,066).................               147,856,653
                                                   ------------
U.S. STOCK -- 4.6%
COMPUTER SERVICES & SOFTWARE -- 0.5%
    Comverse Technology, Inc.*.......      5,800        839,550
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 0.8%
    Celestica, Inc.*.................     21,000      1,165,500
                                                   ------------
SEMICONDUCTORS -- 1.7%
    JDS Uniphase Corp.*..............     16,080      2,593,905
                                                   ------------
TELECOMMUNICATIONS -- 1.6%
    Amdocs Ltd.* ....................     16,400        565,800
    Global TeleSystems Group,
      Inc.*..........................     24,200        837,925
    Infonet Services Corp. Cl-B*.....     11,300        296,625
    NTL, Inc.*.......................      5,900        736,025
                                                   ------------
                                                      2,436,375
                                                   ------------
TOTAL U.S. STOCK
  (Cost $3,263,546)..................                 7,035,330
                                                   ------------
TOTAL INVESTMENTS -- 100.4%
  (Cost $92,729,612).................               154,891,983
LIABILITIES IN EXCESS OF
  OTHER ASSETS -- (0.4)%.............                  (665,603)
                                                   ------------
NET ASSETS -- 100.0%.................              $154,226,380
                                                   ============
</TABLE>

AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------

Foreign currency exchange contracts outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                         IN                    UNREALIZED
SETTLEMENT               CONTRACTS    EXCHANGE   CONTRACTS   APPRECIATION/
  MONTH      TYPE        TO RECEIVE     FOR      AT VALUE    (DEPRECIATION)
---------------------------------------------------------------------------
<S>          <C>    <C>  <C>          <C>        <C>         <C>
01/00        Buy    CHF     94,156    $58,869    $ 59,163        $ 294
01/00        Buy    JPY  12,482,779   122,380     122,250         (130)
                                      --------   --------        -----
                                      $181,249   $181,413        $ 164
                                      ========   ========        =====
</TABLE>

<TABLE>
<CAPTION>
                                          IN
SETTLEMENT               CONTRACTS     EXCHANGE    CONTRACTS     UNREALIZED
  MONTH      TYPE        TO DELIVER      FOR        AT VALUE    APPRECIATION
----------------------------------------------------------------------------
<S>          <C>    <C>  <C>          <C>          <C>          <C>
01/00        Sell   CHF  2,411,971    $2,436,481   $2,434,855      $1,626
                                      ==========   ==========      ======
</TABLE>

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

<TABLE>
<CAPTION>
INDUSTRY
--------
<S>                                                     <C>
Advertising...........................................   1.2%
Automobile Manufacturers..............................   3.1%
Beverages.............................................   0.3%
Broadcasting..........................................   2.9%
Business Services.....................................   5.7%
Chemicals.............................................   0.3%
Clothing & Apparel....................................   0.2%
Computer Hardware.....................................   0.6%
Computer Services & Software..........................   1.7%
Conglomerates.........................................   2.6%
Construction..........................................   0.3%
Consumer Products & Services..........................   8.8%
Electronic Components & Equipment.....................   8.5%
Entertainment & Leisure...............................   0.5%
Financial-Bank & Trust................................   2.8%
Financial Services....................................   6.2%
Food..................................................   2.9%
Hotels & Motels.......................................   0.4%
Industrial Products...................................   5.8%
Insurance.............................................   1.9%
Machinery & Equipment.................................   1.5%
Oil & Gas.............................................   1.2%
Pharmaceuticals.......................................   1.5%
Printing & Publishing.................................   6.6%
Retail & Merchandising................................   1.6%
Semiconductors........................................   1.6%
Telecommunications....................................  24.6%
Utilities.............................................   0.5%
                                                        ----
Total.................................................  95.8%
                                                        ====
</TABLE>

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

Unless otherwise noted, all stocks are common stock.

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, this security amounted to
        0.4% of net assets.

See Notes to Financial Statements.


AST T. ROWE PRICE SMALL COMPANY VALUE PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
COMMON STOCK -- 95.8%
AIRLINES -- 1.7%
    Midwest Express Holdings,
      Inc.*..........................    141,000   $  4,494,375
                                                   ------------
AUTOMOTIVE PARTS -- 1.6%
    Myers Industries, Inc. ..........    125,000      1,968,750
    OEA, Inc. .......................    236,000      1,150,500
    TBC Corp.*.......................    177,000      1,106,250
                                                   ------------
                                                      4,225,500
                                                   ------------
BROADCASTING -- 0.4%
    Saga Communications, Inc.
      Cl-A*..........................     57,050      1,155,263
                                                   ------------
BUILDING MATERIALS -- 8.2%
    Cameron Ashley Building Products,
      Inc.*..........................    215,000      2,150,000
    Gibraltar Steel Corp. ...........    113,000      2,641,375
    Lone Star Technologies, Inc.*....    151,000      4,209,124
    Modine Manufacturing Co. ........    100,000      2,500,000
    Republic Group, Inc. ............    189,000      2,858,625
    Skyline Corp. ...................    113,000      2,655,500
    Thomas Industries, Inc. .........    122,000      2,493,375
    U.S. Aggregates, Inc.............    150,000      1,800,000
                                                   ------------
                                                     21,307,999
                                                   ------------
BUSINESS SERVICES -- 1.1%
    IT Group, Inc.*..................    320,000      2,940,000
                                                   ------------
CHEMICALS -- 2.5%
    Arch Chemicals, Inc. ............    141,000      2,952,188
    Schulman, (A.), Inc. ............    110,000      1,794,375
    TETRA Technologies, Inc.*........    247,400      1,793,650
                                                   ------------
                                                      6,540,213
                                                   ------------
CLOTHING & APPAREL -- 1.1%
    Dan River, Inc. Cl-A*............    236,000      1,209,500
    Unifi, Inc.*.....................    130,000      1,600,625
                                                   ------------
                                                      2,810,125
                                                   ------------
COMPUTER HARDWARE -- 0.9%
    Analogic Corp. ..................     75,000      2,475,000
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 4.9%
    Analysts International Corp. ....    175,000      2,187,500
    CompuCom Systems, Inc.*..........    300,000      1,237,500
    Progress Software*...............     94,000      5,334,500
    SPSS, Inc.*......................    160,000      4,040,000
                                                   ------------
                                                     12,799,500
                                                   ------------
CONSUMER PRODUCTS & SERVICES -- 0.7%
    Culp, Inc. ......................    132,000        833,250
    Packaged Ice, Inc.*..............    300,000        975,000
                                                   ------------
                                                      1,808,250
                                                   ------------
CONTAINERS & PACKAGING -- 4.9%
    Aptargroup, Inc. ................    150,000      3,768,750
    Ivex Packaging Corp.*............    210,000      2,100,000
    Liqui-Box Corp. .................     66,000      3,267,000
    Shorewood Packaging Corp.*.......    190,000      3,598,125
                                                   ------------
                                                     12,733,875
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
ELECTRONIC COMPONENTS & EQUIPMENT -- 9.4%
    Electro Rental Corp.*............    283,000   $  3,289,875
    FLIR Systems, Inc.*..............    140,000      2,275,000
    Franklin Electric Co., Inc. .....     40,000      2,807,500
    Landauer, Inc. ..................     63,000      1,378,125
    Littelfuse, Inc.*................    200,000      4,853,125
    Methode Electronics, Inc. Cl-A...    250,000      8,031,249
    Pioneer-Standard Electronics,
      Inc. ..........................    122,000      1,761,375
                                                   ------------
                                                     24,396,249
                                                   ------------
ENVIRONMENTAL SERVICES -- 0.9%
    Newpark Resources, Inc.*.........    320,000      1,960,000
    Waterlink, Inc.*.................    150,000        375,000
                                                   ------------
                                                      2,335,000
                                                   ------------
EQUIPMENT SERVICES -- 1.3%
    Cort Business Services Corp.*....    140,000      2,441,250
    Unifirst Corp. ..................     73,100        922,888
                                                   ------------
                                                      3,364,138
                                                   ------------
FINANCIAL-BANK & TRUST -- 6.0%
    Community First Bankshares,
      Inc. ..........................    190,000      2,992,500
    First Republic Bank*.............    142,000      3,337,000
    Silicon Valley Bancshares*.......    190,000      9,404,999
                                                   ------------
                                                     15,734,499
                                                   ------------
FINANCIAL SERVICES -- 5.1%
    Allied Capital Corp. ............    236,000      4,321,749
    American Capital Strategies
      Ltd. ..........................    100,000      2,275,000
    First Financial Fund, Inc.**.....    283,000      2,175,563
    Medallion Financial Corp. .......     65,000      1,165,938
    Triad Guaranty, Inc.*............    146,000      3,321,500
                                                   ------------
                                                     13,259,750
                                                   ------------
FOOD -- 0.5%
    International Multifoods
      Corp. .........................    100,000      1,325,000
                                                   ------------
FURNITURE -- 0.6%
    Stanley Furniture Co., Inc.*.....     90,000      1,653,750
                                                   ------------
INSURANCE -- 5.4%
    Brown & Brown, Inc. .............    151,000      5,785,187
    Markel Corp.*....................     18,000      2,790,000
    Medical Assurance, Inc.*.........    142,000      3,008,625
    Presidential Life Corp. .........    100,000      1,837,500
    PXRE Corp. ......................     50,000        650,000
                                                   ------------
                                                     14,071,312
                                                   ------------
LUMBER & WOOD PRODUCTS -- 0.6%
    Deltic Timber Corp. .............     75,000      1,640,625
                                                   ------------
MACHINERY & EQUIPMENT -- 3.7%
    Alamo Group, Inc. ...............     49,200        492,000
    Carbo Ceramics, Inc. ............     90,000      1,968,750
    Smith, (A.O.) Corp. .............    132,000      2,887,500
    TransTechnology Corp. ...........    132,000      1,460,250
    Woodward Governor Co. ...........    100,000      2,750,000
                                                   ------------
                                                      9,558,500
                                                   ------------
</TABLE>

AST T. ROWE PRICE SMALL COMPANY VALUE PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
MEDICAL SUPPLIES & EQUIPMENT -- 2.0%
    Lunar Corp.*.....................     58,200   $    414,675
    Ocular Sciences, Inc.*...........     95,000      1,793,125
    Owens & Minor, Inc. .............    330,000      2,949,375
                                                   ------------
                                                      5,157,175
                                                   ------------
METALS & MINING -- 2.1%
    Homestake Mining Co. ............    127,000        992,188
    Layne Christensen Co.*...........    113,000        819,250
    Material Sciences Corp.*.........    161,000      1,640,188
    Penn Virginia Corp. .............    122,000      2,043,499
                                                   ------------
                                                      5,495,125
                                                   ------------
OFFICE EQUIPMENT -- 4.7%
    Aaron Rents, Inc. Cl-A...........     51,600        941,700
    Aaron Rents, Inc. Cl-B...........    132,000      2,343,000
    CompX International, Inc. .......    175,000      3,215,625
    IDEX Corp. ......................    130,000      3,948,750
    McGrath Rentcorp.................    108,000      1,890,000
                                                   ------------
                                                     12,339,075
                                                   ------------
OIL & GAS -- 3.1%
    Chieftan International, Inc.*....    190,000      3,277,500
    Cross Timbers Oil Co. ...........    236,000      2,138,750
    Devon Energy Corp. ..............     85,000      2,794,375
                                                   ------------
                                                      8,210,625
                                                   ------------
PAPER & FOREST PRODUCTS -- 1.2%
    CSS Industries, Inc.*............     50,000      1,068,750
    Wausau-Mosinee Paper Corp. ......    173,000      2,021,938
                                                   ------------
                                                      3,090,688
                                                   ------------
PERSONAL SERVICES -- 1.7%
    Matthews International Corp.
      Cl-A...........................    161,000      4,427,500
                                                   ------------
PHARMACEUTICALS -- 0.7%
    Coulter Pharmaceutical, Inc.*....     78,000      1,769,625
                                                   ------------
REAL ESTATE -- 4.9%
    Glenborough Realty Trust, Inc.
      [REIT].........................    240,000      3,210,000
    Innkeepers USA Trust [REIT]......    212,000      1,735,750
    National Health Investors, Inc.
      [REIT].........................     22,900        340,638
    Pacific Gulf Properties, Inc.
      [REIT].........................    142,000      2,875,500
    Parkway Co. [REIT]...............     60,000      1,728,750
    Sun Communities, Inc. [REIT].....     94,000      3,025,625
                                                   ------------
                                                     12,916,263
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
RESTAURANTS -- 4.1%
    Consolidated Products, Inc.*.....    209,000   $  2,116,125
    RARE Hospitality International,
      Inc.*..........................    160,000      3,462,500
    Ruby Tuesday, Inc. ..............    285,000      5,183,438
                                                   ------------
                                                     10,762,063
                                                   ------------
RETAIL & MERCHANDISING -- 4.1%
    Bon-Ton Stores, Inc.*............    180,000        663,750
    Casey's General Stores, Inc. ....    235,000      2,452,812
    Fred's, Inc. ....................    122,000      1,944,375
    Goody's Family Clothing*.........    250,000      1,343,750
    Hancock Fabrics, Inc. ...........    190,000        593,750
    Jo-Ann Stores, Inc. Cl-B*........    122,000      1,227,625
    Stein Mart, Inc.*................    425,000      2,417,188
                                                   ------------
                                                     10,643,250
                                                   ------------
TRANSPORTATION -- 2.0%
    Hub Group, Inc. Cl-A*............    102,900      2,058,000
    Landstar Systems, Inc.*..........     75,000      3,210,938
                                                   ------------
                                                      5,268,938
                                                   ------------
UTILITIES -- 3.7%
    Black Hills Corp. ...............    150,000      3,328,125
    Cleco Corp. .....................    100,000      3,206,250
    United Water Resources, Inc. ....     90,000      3,076,875
                                                   ------------
                                                      9,611,250
                                                   ------------
TOTAL COMMON STOCK
  (Cost $287,452,145)................               250,320,500
                                                   ------------
PREFERRED STOCK -- 0.3%
    Cross Timbers Oil Co.
    $1.5625 Cl-A
    (Cost $1,188,022)................     33,000        787,875
                                                   ------------
<CAPTION>
                                          PAR
                                         (000)
                                       ---------
<S>                                    <C>         <C>
    Oesterreichische Kontrollbank
      6.60%, 01/18/00................  $   3,000      2,990,650
    Sand Dollar Fund
      6.00%, 02/28/00+...............      5,000      4,950,861
                                                   ------------
    (Cost $7,942,317)................                 7,941,511
                                                   ------------
</TABLE>

AST T. ROWE PRICE SMALL COMPANY VALUE PORTFOLIO
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                       ---------   ------------
<S>                                    <C>         <C>
SHORT-TERM INVESTMENTS -- 0.5%
    Temporary Investment Cash Fund
    (Cost $1,332,777)................  1,332,777   $  1,332,777
                                                   ------------
TOTAL INVESTMENTS -- 99.6%
  (Cost $297,915,261)................               260,382,663
OTHER ASSETS LESS
  LIABILITIES -- 0.4%................                 1,110,717
                                                   ------------
NET ASSETS -- 100.0%.................              $261,493,380
                                                   ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

** Closed-end fund.

+ Security is restricted as to resale and may not be resold except to qualified
  institutional buyers. At the end of the year, this security amounted to 1.9%
  of net assets.

See Notes to Financial Statements.


AST MARSICO CAPITAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
COMMON STOCK -- 94.0%
ADVERTISING -- 1.2%
    Omnicom Group, Inc. ...........    213,277   $   21,327,700
                                                 --------------
AEROSPACE -- 1.5%
    General Motors Corp. Cl-H*.....    265,468       25,484,928
                                                 --------------
AIRLINES -- 2.9%
    AMR Corp.*.....................    237,320       15,900,440
    UAL Corp.*.....................    434,180       33,676,086
                                                 --------------
                                                     49,576,526
                                                 --------------
BEVERAGES -- 1.5%
    Anheuser-Busch Companies,
      Inc..........................    358,829       25,432,005
                                                 --------------
BROADCASTING -- 2.9%
    Clear Channel Communications,
      Inc.*........................    344,663       30,761,173
    UnitedGlobalCom, Inc. Cl-A*....    266,066       18,790,911
                                                 --------------
                                                     49,552,084
                                                 --------------
CHEMICALS -- 0.8%
    Dupont, (E.I.) de Nemours &
      Co. .........................    204,658       13,481,846
                                                 --------------
COMPUTER HARDWARE -- 10.9%
    Dell Computer Corp.*...........  1,638,393       83,558,043
    EMC Corp.*.....................    961,030      104,992,528
                                                 --------------
                                                    188,550,571
                                                 --------------
COMPUTER SERVICES & SOFTWARE -- 15.4%
    3Com Corp.*....................    859,752       40,408,344
    America Online, Inc.*..........    843,363       63,621,196
    Cisco Systems, Inc.*...........    762,969       81,733,054
    Juniper Networks, Inc.*........     68,492       23,287,280
    Oracle Corp.*..................     99,028       11,097,325
    Sun Microsystems, Inc.*........    602,888       46,686,140
                                                 --------------
                                                    266,833,339
                                                 --------------
CONSTRUCTION -- 0.2%
    M.D.C. Holdings, Inc...........    165,770        2,600,517
                                                 --------------
CONSUMER PRODUCTS & SERVICES -- 1.3%
    Estee Lauder Companies, Inc.
      Cl-A.........................    460,334       23,218,096
                                                 --------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 6.7%
    General Electric Co. ..........    446,931       69,162,572
    Sony Corp.*....................      3,394          966,442
    Texas Instruments, Inc. .......    475,381       46,052,534
                                                 --------------
                                                    116,181,548
                                                 --------------
ENTERTAINMENT & LEISURE -- 3.0%
    Royal Caribbean Cruises Ltd. ..     24,079        1,187,396
    Time Warner, Inc. .............    704,577       51,037,796
                                                 --------------
                                                     52,225,192
                                                 --------------
EQUIPMENT SERVICES -- 1.2%
    Hertz Corp. Cl-A...............    412,955       20,699,369
                                                 --------------
</TABLE>

<TABLE>
<CAPTION>
                                      SHARES         VALUE
                                      ------         -----
<S>                                  <C>         <C>
FINANCIAL-BANK & TRUST -- 0.8%
    Northern Trust Corp............    251,754   $   13,342,962
                                                 --------------
FINANCIAL SERVICES -- 8.9%
    Citigroup, Inc.................  1,352,944       75,172,951
    Fannie Mae.....................    546,800       34,140,825
    Morgan Stanley, Dean Witter &
      Co. .........................    306,046       43,688,067
                                                 --------------
                                                    153,001,843
                                                 --------------
HOTELS & MOTELS -- 1.7%
    Four Seasons Hotels, Inc.......    539,754       28,741,901
                                                 --------------
PHARMACEUTICALS -- 5.2%
    Genentech, Inc.*...............    536,463       72,154,273
    Priority Healthcare Corp.
      Cl-B*........................    585,336       16,938,161
                                                 --------------
                                                     89,092,434
                                                 --------------
RETAIL & MERCHANDISING -- 8.2%
    Home Depot, Inc. ..............    803,420       55,084,450
    Tiffany & Co. .................    348,881       31,137,629
    Wal-Mart Stores, Inc. .........    793,959       54,882,416
                                                 --------------
                                                    141,104,495
                                                 --------------
SEMICONDUCTORS -- 2.8%
    Chartered Semiconductor
      Manufacturing [ADR]*.........     50,000        3,650,000
    JDS Uniphase Corp.*............    272,748       43,997,662
                                                 --------------
                                                     47,647,662
                                                 --------------
TELECOMMUNICATIONS -- 16.9%
    Ciena Corp.*...................    302,430       17,389,725
    Lucent Technologies, Inc. .....    628,442       47,015,317
    MCI WorldCom, Inc.*............  1,002,582       53,199,507
    MediaOne Group, Inc.*..........    222,236       17,070,503
    Nortel Networks Corp. .........     42,378        4,280,178
    QUALCOMM, Inc.*................    585,536      103,200,720
    Sprint Corp. (PCS Group)*......    216,710       22,212,775
    Vodafone AirTouch PLC [ADR]....    568,514       28,141,443
                                                 --------------
                                                    292,510,168
                                                 --------------
TOTAL COMMON STOCK
  (Cost $1,095,812,272)............               1,620,605,186
                                                 --------------
PREFERRED STOCK -- 0.8%
UTILITIES
    AES Corp. 6.75% [CVT]
    (Cost $10,896,300).............    217,926       13,429,690
                                                 --------------
FOREIGN STOCK -- 3.9%
ELECTRONIC COMPONENTS & EQUIPMENT
    Sony Corp. -- (JPY)
    (Cost $33,051,100).............    225,200       66,786,336
                                                 --------------
</TABLE>

AST MARSICO CAPITAL GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        PAR
                                       (000)         VALUE
                                       -----         -----
<S>                                  <C>         <C>
CORPORATE OBLIGATIONS -- 0.9%
TELECOMMUNICATIONS
    Level 3 Communications, Inc.
      [CVT] 6.00%, 09/15/09
    (Cost $11,300,000).............  $  11,300   $   15,876,500
                                                 --------------
TOTAL INVESTMENTS -- 99.6%
  (Cost $1,151,059,672)............               1,716,697,712
OTHER ASSETS LESS
  LIABILITIES -- 0.4%..............                   7,038,326
                                                 --------------
NET ASSETS -- 100.0%...............              $1,723,736,038
                                                 ==============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST COHEN & STEERS REALTY PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
COMMON STOCK -- 96.1%
APARTMENT/RESIDENTIAL -- 17.9%
    Apartment Investment & Management
      Co. Cl-A [REIT].................     78,200   $ 3,113,337
    Avalonbay Communities, Inc.
      [REIT]..........................     87,500     3,002,343
    Equity Residential Properties
      Trust [REIT]*...................     49,400     2,108,763
    Essex Property Trust, Inc.
      [REIT]..........................     30,900     1,050,600
    Smith, (Charles E.) Residential
      Realty, Inc. ...................     25,600       905,600
                                                    -----------
                                                     10,180,643
                                                    -----------
COMMUNITY CENTER -- 2.3%
    Kimco Realty Corp. [REIT].........     38,200     1,294,025
                                                    -----------
DIVERSIFIED -- 16.4%
    Brookfield Properties Corp. ......    130,600     1,370,689
    Cresent Real Estate Equities
      Co. ............................     62,600     1,150,275
    Reckson Services Industries,
      Inc.*...........................     48,600     3,031,425
    Vornado Realty Trust [REIT].......    115,500     3,753,750
                                                    -----------
                                                      9,306,139
                                                    -----------
HEALTH CARE -- 5.7%
    Health Care Property Investors,
      Inc. [REIT].....................     73,800     1,761,975
    Nationwide Health Properties,
      Inc. ...........................    108,600     1,493,250
                                                    -----------
                                                      3,255,225
                                                    -----------
HEALTHCARE SERVICES -- 2.3%
    Manor Care, Inc.*.................     80,100     1,281,600
                                                    -----------
HOTELS & MOTELS -- 6.3%
    MeriStar Hospitality Corp.........     29,000       464,000
    Starwood Hotels & Resorts
      Worldwide, Inc. [REIT]..........    133,300     3,132,550
                                                    -----------
                                                      3,596,550
                                                    -----------
INDUSTRIAL -- 7.1%
    AMB Property Corp. [REIT].........     58,500     1,166,344
    First Industrial Realty Trust,
      Inc. [REIT].....................     26,000       713,375
    Prologis Trust [REIT].............    111,100     2,138,675
                                                    -----------
                                                      4,018,394
                                                    -----------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
OFFICE -- 17.7%
    Arden Realty, Inc. [REIT].........     97,900   $ 1,964,119
    Equity Office Properties Trust
      [REIT]..........................    115,600     2,846,650
    Highwoods Properties, Inc.
      [REIT]..........................     49,400     1,148,550
    Mack-Cali Realty Corp. [REIT].....    113,200     2,950,275
    SL Green Realty Corp. [REIT]......     50,600     1,100,550
                                                    -----------
                                                     10,010,144
                                                    -----------
OFFICE/INDUSTRIAL -- 10.0%
    PS Business Parks, Inc. [REIT]....     48,800     1,110,200
    Reckson Associates Realty Corp.
      [REIT]..........................     67,500     1,383,750
    Spieker Properties, Inc. [REIT]...     87,700     3,195,569
                                                    -----------
                                                      5,689,519
                                                    -----------
REGIONAL MALL -- 8.3%
    General Growth Properties, Inc.
      [REIT]..........................     52,600     1,472,800
    Macerich Co. [REIT]...............     44,100       917,831
    Simon Property Group, Inc.
      [REIT]..........................     63,700     1,461,119
    Taubman Centers, Inc..............     78,100       839,575
                                                    -----------
                                                      4,691,325
                                                    -----------
SELF STORAGE -- 2.1%
    Public Storage, Inc. [REIT].......     52,400     1,188,825
                                                    -----------
TOTAL COMMON STOCK
  (Cost $59,290,297)..................               54,512,389
                                                    -----------
SHORT-TERM INVESTMENTS -- 7.6%
    Temporary Investment Cash Fund....  2,154,802     2,154,802
    Temporary Investment Fund.........  2,154,801     2,154,801
                                                    -----------
    (Cost $4,309,603).................                4,309,603
                                                    -----------
TOTAL INVESTMENTS -- 103.7%
  (Cost $63,599,900)..................               58,821,992
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (3.7)%....................               (2,124,588)
                                                    -----------
NET ASSETS -- 100.0%..................              $56,697,404
                                                    ===========
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST LORD ABBETT SMALL CAP VALUE PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
COMMON STOCK -- 96.8%
AEROSPACE -- 2.9%
    AAR Corp. ........................     60,100   $ 1,078,044
    Alliant Techsystems, Inc.*........     13,500       841,219
    DONCASTERS PLC [ADR]*.............     27,500       247,500
                                                    -----------
                                                      2,166,763
                                                    -----------
AUTOMOBILE MANUFACTURERS -- 3.0%
    Oshkosh Truck Corp. ..............     76,100     2,230,681
                                                    -----------
AUTOMOTIVE PARTS -- 2.0%
    American Axle & Manufacturing
      Holdings, Inc.*.................     37,000       448,625
    Jason, Inc.*......................     15,300       110,925
    Superior Industries International,
      Inc. ...........................     34,300       919,669
                                                    -----------
                                                      1,479,219
                                                    -----------
BEVERAGES -- 0.7%
    Robert Mondavi Corp. Cl-A*........     15,000       521,250
                                                    -----------
BUILDING MATERIALS -- 3.9%
    Hughes Supply, Inc. ..............     51,800     1,116,938
    Simpson Manufacturing Co.,
      Inc.*...........................     40,000     1,750,000
                                                    -----------
                                                      2,866,938
                                                    -----------
BUSINESS SERVICES -- 4.6%
    American Management Systems,
      Inc.*...........................     48,000     1,506,000
    Baker, (Michael) Corp.*...........     40,000       265,000
    CIBER, Inc.*......................     61,000     1,677,500
                                                    -----------
                                                      3,448,500
                                                    -----------
CHEMICALS -- 0.7%
    Cambrex Corp......................     15,400       530,338
                                                    -----------
CLOTHING & APPAREL -- 3.1%
    Cutter & Buck, Inc.*..............     20,000       302,500
    Garan, Inc. ......................     28,500       815,812
    Gildan Activewear, Inc. Cl-A*.....     17,000       308,125
    North Face, Inc.*.................     23,600        99,931
    Phillips-Van Heusen Corp. ........     95,000       789,688
    Stride Rite Corp. ................      2,000        13,000
                                                    -----------
                                                      2,329,056
                                                    -----------
COMPUTER SERVICES & SOFTWARE -- 6.9%
    Analysts International Corp. .....    110,000     1,375,000
    Datastream Systems, Inc.*.........     59,800     1,468,837
    Inprise Corp.*....................      3,600        39,825
    Metro Information Services,
      Inc.*...........................     51,900     1,245,600
    Systems & Computer Technology
      Corp.*..........................     60,000       975,000
                                                    -----------
                                                      5,104,262
                                                    -----------
CONGLOMERATES -- 0.1%
    Ruddick Corp. ....................      3,200        49,600
                                                    -----------
CONSTRUCTION -- 0.5%
    Granite Construction, Inc. .......     20,000       368,750
                                                    -----------
CONSUMER PRODUCTS & SERVICES -- 3.3%
    Church and Dwight Co., Inc. ......     20,000       533,750
    LSI Industries, Inc...............     22,400       484,400
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
    NBTY, Inc.*.......................     40,000   $   462,500
    Regis Corp........................     50,000       943,750
                                                    -----------
                                                      2,424,400
                                                    -----------
CONTAINERS & PACKAGING -- 2.7%
    BWAY Corp.*.......................     24,100       147,613
    Ivex Packaging Corp.*.............    185,000     1,850,000
                                                    -----------
                                                      1,997,613
                                                    -----------
ELECTRONIC COMPONENTS & EQUIPMENT -- 16.2%
    Anixter International, Inc.*......     22,600       466,125
    Electro Scientific Industries,
      Inc.*...........................     14,000     1,022,000
    Electronics for Imaging, Inc.*....      6,000       348,750
    GenRad, Inc.*.....................     79,400     1,280,325
    Kent Electronics Corp.*...........     19,000       432,250
    Methode Electronics, Inc. Cl-A....     20,000       642,500
    Moog, Inc. Cl-A*..................     55,000     1,485,000
    Rogers Corp.*.....................     75,000     2,868,749
    SBS Technologies, Inc.*...........     21,400       781,100
    Sensormatic Electronics Corp.*....    140,000     2,441,250
    Woodhead Industries, Inc.*........      1,300        15,113
    Zebra Technologies Corp.*.........      5,300       310,050
                                                    -----------
                                                     12,093,212
                                                    -----------
EQUIPMENT SERVICES -- 0.5%
    CLARCOR, Inc. ....................     18,900       340,200
                                                    -----------
FINANCIAL-BANK & TRUST -- 3.2%
    Community First Bankshares,
      Inc. ...........................     26,000       409,500
    Doral Financial Corp. ............     92,000     1,132,750
    East West Bancorp, Inc............     44,000       503,250
    Sterling Bancshares, Inc..........     27,000       302,063
                                                    -----------
                                                      2,347,563
                                                    -----------
FINANCIAL SERVICES -- 1.8%
    Financial Federal Corp.*..........     57,000     1,300,313
                                                    -----------
FOOD -- 4.1%
    Dreyer's Grand Ice Cream, Inc. ...    120,400     2,046,800
    Michael Foods, Inc. ..............     37,600       925,900
    Sanderson Farms, Inc. ............     10,000        85,625
                                                    -----------
                                                      3,058,325
                                                    -----------
HEALTHCARE SERVICES -- 0.2%
    Sierra Health Services, Inc.*.....     17,400       116,363
                                                    -----------
INDUSTRIAL PRODUCTS -- 1.0%
    Carlisle Companies, Inc...........     20,000       720,000
                                                    -----------
MACHINERY & EQUIPMENT -- 7.2%
    BEI Technologies, Inc. ...........     55,000       838,750
    CMI Corp. Cl-A....................     46,400       327,700
    CUNO, Inc.*.......................     20,000       414,063
    Gardner Denver, Inc.*.............     28,000       467,250
    Kollmorgen Corp. .................     72,700       895,118
    National-Oilwell, Inc.*...........     97,000     1,521,687
    SPS Technologies, Inc.*...........     27,000       862,312
                                                    -----------
                                                      5,326,880
                                                    -----------
MEDICAL SUPPLIES & EQUIPMENT -- 8.9%
    Arrow International, Inc. ........     32,100       930,900
    Gliatech, Inc.*...................     57,800       960,925
</TABLE>

AST LORD ABBETT SMALL CAP VALUE PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
    Haemonetics Corp.*................     64,000   $ 1,523,999
    ICU Medical, Inc.*................     50,000       762,500
    Invacare Corp. ...................     50,000     1,003,125
    Mentor Corp. .....................     55,000     1,419,688
                                                    -----------
                                                      6,601,137
                                                    -----------
METALS & MINING -- 2.9%
    IMCO Recycling, Inc. .............     47,000       593,375
    NS Group, Inc.*...................     47,900       365,238
    Shaw Group, Inc.*.................     48,000     1,215,000
                                                    -----------
                                                      2,173,613
                                                    -----------
OIL & GAS -- 6.4%
    Basin Exploration, Inc.*..........     67,500     1,189,688
    Helmerich & Payne, Inc. ..........     60,000     1,308,750
    Marine Drilling Co., Inc.*........     80,000     1,794,999
    Oceaneering International,
      Inc.*...........................     30,400       454,100
                                                    -----------
                                                      4,747,537
                                                    -----------
PHARMACEUTICALS -- 0.7%
    Applied Analytical Industries,
      Inc.*...........................     14,300       130,488
    Covance, Inc.*....................     35,000       378,437
                                                    -----------
                                                        508,925
                                                    -----------
PRINTING & PUBLISHING -- 3.7%
    Scholastic Corp.*.................     44,000     2,736,250
                                                    -----------
RAILROADS -- 0.1%
    ABC-NACO, Inc.*...................     13,000       107,250
                                                    -----------
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES        VALUE
                                         ------        -----
<S>                                     <C>         <C>
RESTAURANTS -- 0.4%
    BUCA, Inc.*.......................     30,000   $   307,500
                                                    -----------
RETAIL & MERCHANDISING -- 3.3%
    Coldwater Creek, Inc.*............     19,500       399,750
    Good Guys, Inc.*..................    132,100     1,230,181
    Shopko Stores, Inc.*..............     36,000       828,000
                                                    -----------
                                                      2,457,931
                                                    -----------
TELECOMMUNICATIONS -- 1.6%
    Commscope, Inc.*..................     29,300     1,181,156
                                                    -----------
TRANSPORTATION -- 0.2%
    Smithway Motor Express Corp.
      Cl-A*...........................     36,300       149,738
                                                    -----------
TOTAL COMMON STOCK
  (Cost $65,637,804)..................               71,791,263
                                                    -----------
SHORT-TERM INVESTMENTS -- 4.9%
    Temporary Investment Cash Fund....  1,831,006     1,831,006
    Temporary Investment Fund.........  1,831,005     1,831,005
                                                    -----------
    (Cost $3,662,011).................                3,662,011
                                                    -----------
TOTAL INVESTMENTS -- 101.7%
  (Cost $69,299,815)..................               75,453,274
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (1.7)%....................               (1,261,753)
                                                    -----------
NET ASSETS -- 100.0%..................              $74,191,521
                                                    ===========
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST BANKERS TRUST MANAGED INDEX 500 PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
COMMON STOCK -- 91.5%
ADVERTISING -- 0.2%
    Interpublic Group of Companies,
      Inc. ..........................     11,700   $    674,944
    Omnicom Group, Inc. .............      5,800        580,000
                                                   ------------
                                                      1,254,944
                                                   ------------
AEROSPACE -- 1.2%
    Boeing Co. ......................     44,300      1,841,219
    General Dynamics Corp. ..........      9,100        480,025
    Goodrich, (B.F.) Co. ............     23,200        638,000
    Honeywell International, Inc. ...     31,137      1,796,216
    Lockheed Martin Corp. ...........     18,500        404,688
    Raytheon Co. Cl-B................      9,300        247,031
    Teledyne Technologies, Inc.*.....      3,085         29,115
    United Technologies Corp. .......     30,000      1,949,999
                                                   ------------
                                                      7,386,293
                                                   ------------
AIRLINES -- 0.3%
    AMR Corp.*.......................     11,600        777,199
    Delta Air Lines, Inc. ...........     14,200        707,338
    Southwest Airlines Co. ..........     13,400        216,913
                                                   ------------
                                                      1,701,450
                                                   ------------
AUTOMOBILE MANUFACTURERS -- 0.8%
    Ford Motor Co. ..................     51,200      2,736,000
    General Motors Corp. ............     36,000      2,616,750
                                                   ------------
                                                      5,352,750
                                                   ------------
AUTOMOTIVE PARTS -- 0.3%
    AutoZone, Inc.*..................     15,900        513,768
    Dana Corp. ......................      2,700         80,831
    Delphi Automotive Systems
      Corp. .........................     19,305        304,053
    Eaton Corp. .....................      1,300         94,413
    Genuine Parts Co. ...............      8,200        203,463
    Goodyear Tire & Rubber Co. ......      7,300        205,769
    TRW, Inc. .......................      5,800        301,238
                                                   ------------
                                                      1,703,535
                                                   ------------
BEVERAGES -- 1.6%
    Anheuser-Busch Companies,
      Inc. ..........................     21,300      1,509,638
    Brown-Forman Corp. Cl-B..........        400         22,900
    Coca-Cola Co. ...................    104,400      6,081,299
    Coca-Cola Enterprises, Inc. .....     20,500        412,563
    PepsiCo, Inc. ...................     58,100      2,048,025
                                                   ------------
                                                     10,074,425
                                                   ------------
BROADCASTING -- 0.8%
    CBS Corp.*.......................     49,219      3,146,940
    Clear Channel Communications,
      Inc.*..........................     22,000      1,963,500
                                                   ------------
                                                      5,110,440
                                                   ------------
BUILDING MATERIALS -- 0.2%
    Armstrong World Industries,
      Inc. ..........................      1,800         60,075
    Masco Corp. .....................     20,100        510,038
    TJ International, Inc............      9,400        394,800
    Vulcan Materials Co. ............      5,200        207,675
                                                   ------------
                                                      1,172,588
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
BUSINESS SERVICES -- 0.6%
    Avery Dennison Corp. ............      2,300   $    167,613
    Clarify, Inc.*...................     17,700      2,230,199
    Ecolab, Inc. ....................      5,900        230,838
    First Data Corp. ................     19,800        976,387
    Parametric Technology Corp.*.....      4,000        108,250
    Pittway Corp.*...................      2,100         94,631
    Quintiles Transnational Corp.*...      5,400        100,913
                                                   ------------
                                                      3,908,831
                                                   ------------
CAPITAL GOODS -- 0.0%
    Briggs & Stratton Corp. .........      4,100        219,863
                                                   ------------
CHEMICALS -- 1.3%
    Air Products & Chemicals,
      Inc. ..........................      5,500        184,594
    Dow Chemical Co. ................      8,200      1,095,725
    DuPont, (E.I.) de Nemours &
      Co. ...........................     53,700      3,537,487
    Eastman Chemical Co. ............      3,600        171,675
    Engelhard Corp. .................      5,800        109,475
    FMC Corp.*.......................      6,900        395,456
    Grace, (W.R.) & Co.*.............      3,400         47,175
    Great Lakes Chemical Corp. ......      2,700        103,106
    Monsanto Co. ....................     23,500        837,188
    PPG Industries, Inc. ............      4,600        287,788
    Praxair, Inc. ...................      2,300        115,719
    Rohm & Haas Co. .................      5,600        227,850
    Union Carbide Corp. .............     16,300      1,088,025
                                                   ------------
                                                      8,201,263
                                                   ------------
CLOTHING & APPAREL -- 0.2%
    Limited, Inc. ...................     10,181        440,965
    Liz Claiborne, Inc...............      4,500        169,313
    Nike, Inc. Cl-B..................     11,700        579,880
    Reebok International, Ltd.*......     10,800         88,425
    Springs Industries, Inc. Cl-A....        900         35,944
    V.F. Corp. ......................      1,400         42,000
                                                   ------------
                                                      1,356,527
                                                   ------------
COMPUTER HARDWARE -- 5.0%
    Adaptec, Inc.*...................      9,900        493,763
    Apple Computer, Inc.*............      9,700        997,281
    Compaq Computer Corp. ...........     70,500      1,907,906
    Dell Computer Corp.*.............    123,800      6,313,800
    EMC Corp.*.......................     48,225      5,268,581
    Gateway, Inc.*...................     17,900      1,289,919
    Hewlett-Packard Co. .............     44,700      5,093,006
    International Business Machines
      Corp. .........................     87,800      9,482,400
    Seagate Technology, Inc.*........     19,000        884,688
                                                   ------------
                                                     31,731,344
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 13.5%
    3Com Corp.*......................     23,700      1,113,900
    Adobe Systems, Inc. .............     12,600        847,350
    America Online, Inc.*............    117,160      8,838,257
    Automatic Data Processing,
      Inc. ..........................     27,900      1,503,113
    BMC Software, Inc.*..............     10,800        863,325
    Cabletron Systems, Inc.*.........     15,900        413,400
    Ceridian Corp.*..................      7,600        163,875
    Cisco Systems, Inc.*.............    153,900     16,486,537
</TABLE>

AST BANKERS TRUST MANAGED INDEX 500 PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Citrix Systems, Inc.*............      4,300   $    528,900
    Computer Associates
      International, Inc. ...........     24,400      1,706,475
    Computer Sciences Corp.*.........      7,500        709,688
    Compuware Corp.*.................     14,000        521,500
    Comverse Technology, Inc.*.......      4,100        593,475
    Electronic Data Systems Corp. ...     22,400      1,499,400
    Microsoft Corp.*.................    236,000     27,552,999
    Network Appliance, Inc.*.........      6,800        564,825
    Novell, Inc.*....................     27,500      1,094,844
    Oracle Corp.*....................     67,400      7,553,012
    Paychex, Inc. ...................     11,600        464,000
    PeopleSoft, Inc.*................     18,000        383,625
    Silicon Graphics, Inc.*..........     29,800        292,413
    Sun Microsystems, Inc.*..........     75,600      5,854,275
    Unisys Corp.*....................     14,500        463,094
    Visio Corp*......................     11,100        527,250
    Yahoo!, Inc.*....................     12,300      5,322,056
                                                   ------------
                                                     85,861,588
                                                   ------------
CONGLOMERATES -- 1.5%
    Corning, Inc. ...................        100         12,894
    ITT Industries, Inc. ............      4,800        160,500
    Johnson Controls, Inc. ..........        900         51,188
    Minnesota Mining & Manufacturing
      Co. ...........................     19,700      1,928,138
    Philip Morris Companies, Inc. ...    109,700      2,543,668
    Seagram Co. Ltd. ................     19,500        876,281
    Textron, Inc. ...................     12,900        989,269
    Tyco International Ltd. .........     76,810      2,985,988
                                                   ------------
                                                      9,547,926
                                                   ------------
CONSTRUCTION -- 0.0%
    Centex Corp. ....................      2,700         66,656
    Pulte Corp. .....................     10,200        229,500
                                                   ------------
                                                        296,156
                                                   ------------
CONSUMER PRODUCTS & SERVICES -- 2.5%
    Alberto-Culver Co. Cl-B..........      2,500         64,531
    Avon Products, Inc. .............      7,700        254,100
    Bausch & Lomb, Inc. .............        700         47,906
    Clorox Co. ......................     10,700        539,013
    Colgate-Palmolive Co. ...........     26,000      1,690,000
    Eastman Kodak Co. ...............     23,600      1,563,500
    Fortune Brands, Inc. ............      2,400         79,350
    Gillette Co. ....................     43,300      1,783,419
    Hasbro, Inc. ....................      8,550        162,984
    International Flavors &
      Fragrances, Inc. ..............      9,200        347,300
    Jostens, Inc. ...................     43,700      1,062,456
    Maytag Corp. ....................     15,500        744,000
    Procter & Gamble Co. ............     60,400      6,617,575
    Tupperware Corp. ................      9,900        167,681
    UST, Inc. .......................     20,400        513,825
    Water Pik Technologies, Inc.*....      1,080         10,328
    Whirlpool Corp. .................      3,400        221,213
                                                   ------------
                                                     15,869,181
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
CONTAINERS & PACKAGING -- 0.1%
    Crown Cork & Seal Co., Inc. .....      6,600   $    147,675
    Pactiv Corp.*....................      7,800         82,875
    Sealed Air Corp.*................      4,700        243,519
                                                   ------------
                                                        474,069
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 5.3%
    Analog Devices, Inc.*............      8,300        771,900
    Emerson Electric Co. ............     15,600        895,050
    General Electric Co. ............    149,700     23,166,074
    KLA-Tencor Corp.*................      4,100        456,638
    Molex, Inc. .....................      5,800        328,788
    Oak Industries, Inc.*............     10,100      1,071,863
    Parker-Hannifin Corp. ...........     15,300        785,081
    PerkinElmer, Inc.*...............     11,700        487,744
    Rockwell International Corp. ....      5,900        282,463
    Solectron Corp.*.................     13,000      1,236,624
    Tandy Corp.......................      8,800        432,850
    Teradyne, Inc.*..................      7,900        521,400
    Texas Instruments, Inc. .........     33,274      3,223,418
                                                   ------------
                                                     33,659,893
                                                   ------------
ENTERTAINMENT & LEISURE -- 1.6%
    Brunswick Corp. .................      4,500        100,125
    Carnival Corp. ..................     27,500      1,314,844
    Disney, (Walt) Co. ..............     85,700      2,506,725
    Harrah's Entertainment, Inc.*....     10,600        280,238
    Mattel, Inc. ....................     11,600        152,250
    Mirage Resorts, Inc.*............      9,200        140,875
    Time Warner, Inc. ...............     60,400      4,375,224
    Viacom, Inc. Cl-B*...............     25,000      1,510,938
                                                   ------------
                                                     10,381,219
                                                   ------------
ENVIRONMENTAL SERVICES -- 0.1%
    Allied Waste Industries, Inc.*...      8,600         75,788
    Waste Management, Inc. ..........     24,900        427,968
                                                   ------------
                                                        503,756
                                                   ------------
EQUIPMENT SERVICES -- 0.0%
    Millipore Corp. .................      3,600        139,050
                                                   ------------
FINANCIAL-BANK & TRUST -- 4.3%
    AmSouth Bancorporation...........     16,932        326,999
    Bank of America Corp. ...........     80,500      4,040,093
    Bank of New York Co., Inc. ......     34,000      1,360,000
    Bank One Corp. ..................     51,700      1,657,631
    BB&T Corp. ......................     13,008        356,094
    Chase Manhattan Corp. ...........     37,900      2,944,355
    Comerica, Inc. ..................      4,100        191,419
    Countrywide Credit Industries,
      Inc. ..........................      1,400         35,350
    Fifth Third Bancorp..............     12,300        902,513
    First Union Corp. ...............     35,000      1,148,438
    Firstar Corp. ...................     45,147        953,730
    Huntington Bancshares, Inc. .....      6,150        146,831
    KeyCorp. ........................     12,100        267,713
    MBNA Corp........................     36,500        994,625
    Mellon Financial Corp. ..........     22,800        776,625
    Morgan, (J.P.) & Co., Inc. ......     15,100      1,912,038
    National City Corp. .............     28,600        677,463
    Northern Trust Corp. ............      5,800        307,400
</TABLE>

AST BANKERS TRUST MANAGED INDEX 500 PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Old Kent Financial Corp. ........      5,500     $  194,563
    PNC Bank Corp. NA................     12,000        534,000
    Regions Financial Corp. .........      5,100        128,138
    Republic New York Corp. .........      6,200        446,400
    Southtrust Corp. ................      7,300        276,031
    State Street Boston Corp. .......      4,800        350,700
    Summit Bancorp...................      7,235        221,572
    SunTrust Banks, Inc. ............     12,900        887,681
    Synovus Financial Corp. .........      8,400        166,950
    U.S. Bancorp.....................     34,791        828,461
    Union Planters Corp. ............     15,500        611,281
    Wachovia Corp. ..................      8,300        564,400
    Wells Fargo & Co. ...............     72,300      2,923,631
                                                   ------------
                                                     27,133,125
                                                   ------------
FINANCIAL SERVICES -- 4.8%
    American Express Co. ............     23,000      3,823,749
    Associates First Capital Corp.
      Cl-A...........................     28,800        790,200
    Bear Stearns Companies, Inc. ....      5,660        241,965
    Block, (H&R), Inc. ..............      4,500        196,875
    Capital One Financial Corp. .....      4,500        216,844
    Citigroup, Inc. .................    166,600      9,256,712
    Deluxe Corp. ....................      3,600         98,775
    Dun & Bradstreet Corp. ..........      2,400         70,800
    Fannie Mae.......................     46,600      2,909,588
    Fleet Financial Group, Inc. .....     42,024      1,462,961
    Franklin Resources, Inc. ........      4,400        141,075
    Freddie Mac......................     29,000      1,364,813
    Golden West Financial Corp. .....      6,100        204,350
    Household International, Inc. ...     17,500        651,875
    Lehman Brothers Holdings,
      Inc. ..........................      5,400        457,313
    MBIA, Inc. ......................      4,500        237,656
    Merrill Lynch & Co., Inc. .......     16,800      1,402,800
    Morgan Stanley, Dean Witter &
      Co. ...........................     26,000      3,711,499
    Paine Webber Group, Inc. ........      6,700        260,044
    Providian Financial Corp. .......      6,500        591,906
    Schwab, (Charles) Corp. .........     37,100      1,423,713
    SLM Holding Corp. ...............      4,600        194,350
    T. Rowe Price Associates, Inc....      7,100        262,256
    Washington Mutual, Inc. .........     12,900        335,400
                                                   ------------
                                                     30,307,519
                                                   ------------
FOOD -- 1.9%
    Albertson's, Inc. ...............      9,500        306,375
    Archer Daniels Midland Co. ......     28,065        342,042
    Bestfoods, Inc. .................      6,600        346,913
    ConAgra, Inc. ...................      8,900        200,806
    General Mills, Inc. .............      9,300        332,475
    Great Atlantic & Pacific Tea Co.,
      Inc. ..........................     14,800        412,550
    Hannaford Bros. Co...............     56,700      3,930,018
    Heinz, (H.J.) Co. ...............     10,600        422,013
    Kellogg Co. .....................     18,500        570,031
    Kroger Co.*......................     34,700        654,963
    Nabisco Group Holdings...........     13,400        142,375
    Quaker Oats Co. .................      6,100        400,313
    Ralston Purina Group.............      8,300        231,363
    Safeway, Inc.*...................     23,900        849,943
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Sara Lee Corp. ..................     41,400   $    913,387
    Supervalu, Inc. .................     20,900        418,000
    Sysco Corp. .....................      8,300        328,369
    Unilever NV NY Reg. .............     23,300      1,268,393
    Winn-Dixie Stores, Inc. .........        800         19,150
    Wrigley, (Wm., Jr.) Co. .........      2,900        240,519
                                                   ------------
                                                     12,329,998
                                                   ------------
FURNITURE -- 0.1%
    Leggett & Platt, Inc. ...........     11,300        242,244
    Newell Rubbermaid, Inc. .........      6,200        179,800
                                                   ------------
                                                        422,044
                                                   ------------
HEALTHCARE SERVICES -- 0.9%
    Amgen, Inc.*.....................     49,500      2,973,093
    Columbia HCA Healthcare Corp. ...     24,800        726,949
    Healthsouth Corp.*...............     31,300        168,238
    Humana, Inc.*....................      8,300         67,956
    IMS Health, Inc. ................      9,400        255,563
    Manor Care, Inc.*................     10,600        169,600
    McKesson HBOC, Inc. .............     12,600        284,288
    Tenet Healthcare Corp.*..........     14,100        331,350
    United HealthCare Corp...........      4,500        239,063
    Wellpoint Health Networks,
      Inc.*..........................      7,700        507,719
                                                   ------------
                                                      5,723,819
                                                   ------------
HOTELS & MOTELS -- 0.1%
    Hilton Hotels Corp. .............     11,700        112,613
    Marriott International, Inc.
      Cl-A...........................      7,700        243,031
                                                   ------------
                                                        355,644
                                                   ------------
INSURANCE -- 2.2%
    Aetna, Inc. .....................      2,000        111,625
    AFLAC, Inc. .....................     12,200        575,688
    Allstate Corp. ..................     19,200        460,800
    American General Corp. ..........     11,000        834,625
    American International Group,
      Inc. ..........................     76,325      8,252,640
    AON Corp. .......................      6,800        272,000
    Chubb Corp. .....................      4,800        270,300
    CIGNA Corp. .....................      7,100        571,994
    Cincinnati Financial Corp. ......      6,700        208,956
    Conseco, Inc. ...................        900         16,088
    Jefferson-Pilot Corp. ...........      2,000        136,500
    Lincoln National Corp. ..........      5,000        200,000
    Marsh & McLennan Companies,
      Inc............................      9,100        870,755
    Progressive Corp. ...............      1,900        138,938
    St. Paul Companies, Inc. ........      9,600        323,400
    The Hartford Financial Services
      Group, Inc. ...................      2,300        108,963
    Torchmark Corp. .................      6,000        174,375
    UNUM Corp. ......................      6,214        199,236
                                                   ------------
                                                     13,726,883
                                                   ------------
MACHINERY & EQUIPMENT -- 0.7%
    Baker Hughes, Inc. ..............     15,300        322,256
    Caterpillar, Inc. ...............     24,500      1,153,031
    Cooper Industries, Inc. .........      4,300        173,881
    Danaher Corp. ...................      3,000        144,750
    Deere & Co. .....................     10,400        451,100
</TABLE>

AST BANKERS TRUST MANAGED INDEX 500 PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Dover Corp. .....................     10,900    $   494,588
    Grainger, (W.W.), Inc. ..........      1,400         66,938
    Illinois Tool Works, Inc. .......      9,700        655,356
    Ingersoll-Rand Co. ..............      4,700        258,794
    Pall Corp. ......................     26,100        562,781
    Stanley Works, Inc. .............      4,100        123,513
    The Timken Co. ..................      5,100        104,231
                                                   ------------
                                                      4,511,219
                                                   ------------
MEDICAL SUPPLIES & EQUIPMENT -- 2.1%
    Abbott Laboratories..............     70,700      2,567,294
    Bard, (C.R.), Inc. ..............      5,500        291,500
    Baxter International, Inc. ......     13,200        829,125
    Becton Dickinson & Co. ..........      3,400         90,950
    Boston Scientific Corp.*.........     21,900        479,063
    Guidant Corp. ...................     13,700        643,900
    Johnson & Johnson Co. ...........     63,200      5,885,499
    Medtronic, Inc. .................     54,300      1,978,556
    PE Corp. -- PE Biosystems
      Group..........................      4,500        541,406
    St. Jude Medical, Inc.*..........      8,200        251,638
                                                   ------------
                                                     13,558,931
                                                   ------------
METALS & MINING -- 0.7%
    Alcan Aluminum Ltd. .............     17,700        729,019
    Alcoa, Inc. .....................      5,900        489,700
    Allegheny Technologies, Inc. ....     11,100        249,056
    Barrick Gold Corp................      9,800        173,338
    Bethlehem Steel Corp.*...........    110,400        924,600
    Freeport-McMoRan Copper & Gold,
      Inc. Cl-B*.....................      7,400        156,325
    Homestake Mining Co. ............      2,400         18,750
    Nucor Corp. .....................      1,100         60,294
    Phelps Dodge Corp. ..............      3,216        215,874
    Reynolds Metals Co. .............     15,500      1,187,687
    USX-U.S. Steel Group, Inc. ......      4,500        148,500
    Worthington Industries, Inc. ....     24,000        397,500
                                                   ------------
                                                      4,750,643
                                                   ------------
OFFICE EQUIPMENT -- 0.3%
    Office Depot, Inc.*..............     25,400        277,813
    Pitney Bowes, Inc. ..............      9,600        463,800
    Staples, Inc.*...................     21,300        441,975
    Xerox Corp. .....................     27,000        612,562
                                                   ------------
                                                      1,796,150
                                                   ------------
OIL & GAS -- 5.1%
    Amerada Hess Corp. ..............      1,300         73,775
    Ashland, Inc. ...................      3,500        115,281
    Atlantic Richfield Co. ..........     15,000      1,297,500
    Burlington Resources, Inc. ......      4,100        135,556
    Chevron Corp. ...................     30,400      2,633,400
    Coastal Corp. ...................     23,800        843,413
    Columbia Gas Systems, Inc. ......      1,200         75,900
    Conoco, Inc. Cl-B................     28,800        716,400
    Consolidated Natural Gas Co. ....      1,800        116,888
    El Paso Energy Corp. ............      5,900        228,994
    Exxon Mobil Corp. ...............    165,421     13,326,728
    Halliburton Co. .................     16,100        648,025
    Kerr-McGee Corp. ................      4,000        248,000
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Nicor, Inc. .....................      8,100   $    263,250
    Occidental Petroleum Corp. ......     26,000        562,250
    ONEOK, Inc. .....................      9,000        226,125
    Phillips Petroleum Co. ..........     11,500        540,500
    Rowan Companies, Inc.*...........      8,000        173,500
    Royal Dutch Petroleum Co. .......     95,600      5,777,825
    Schlumberger Ltd. ...............     24,900      1,400,625
    Texaco, Inc. ....................     25,400      1,379,538
    Tosco Corp. .....................      7,300        198,469
    Transocean Offshore, Inc. .......      7,700        259,394
    Transocean Sedco Forex, Inc.*....      4,821        162,395
    Union Pacific Resources Group,
      Inc. ..........................     11,500        146,625
    Unocal Corp. ....................      5,600        187,950
    USX-Marathon Group, Inc. ........      9,500        234,531
    Williams Companies, Inc. ........     19,800        605,138
                                                   ------------
                                                     32,577,975
                                                   ------------
PAPER & FOREST PRODUCTS -- 1.2%
    American Greetings Corp. Cl-A....     16,700        394,538
    Boise Cascade Corp. .............      2,700        109,350
    Champion International Corp. ....      1,400         86,713
    Fort James Corp. ................      3,900        106,763
    Georgia Pacific Group............      7,900        400,925
    International Paper Co. .........     26,700      1,506,880
    Kimberly-Clark Corp. ............     28,800      1,879,199
    Louisiana-Pacific Corp. .........     12,600        179,550
    Mead Corp. ......................      4,600        199,813
    Potlatch Corp. ..................     25,700      1,146,862
    Temple-Inland, Inc. .............      9,800        646,188
    Westvaco Corp. ..................      4,600        150,075
    Weyerhaeuser Co. ................      9,100        653,494
    Willamette Industries, Inc. .....      1,600         74,300
                                                   ------------
                                                      7,534,650
                                                   ------------
PERSONAL SERVICES -- 0.1%
    Cendant Corp.*...................     31,500        836,719
    Service Corp. International......        900          6,244
                                                   ------------
                                                        842,963
                                                   ------------
PHARMACEUTICALS -- 5.0%
    Allergan, Inc. ..................      1,500         74,625
    ALZA Corp.*......................     12,880        445,970
    American Home Products Corp. ....     55,000      2,169,063
    Bristol-Meyers Squibb Co. .......     90,300      5,796,131
    Cardinal Health, Inc. ...........      5,400        258,525
    Lilly, (Eli) & Co. ..............     48,200      3,205,300
    Merck & Co., Inc. ...............    107,300      7,195,806
    Pfizer, Inc. ....................    176,500      5,725,219
    Pharmacia & Upjohn, Inc. ........     12,800        576,000
    Schering-Plough Corp. ...........     64,300      2,712,656
    Warner-Lambert Co. ..............     38,200      3,130,013
    Watson Pharmaceuticals, Inc.*....      4,500        161,156
                                                   ------------
                                                     31,450,464
                                                   ------------
PRECIOUS METALS -- 0.0%
    Inco Ltd. .......................      6,800        159,800
                                                   ------------
PRINTING & PUBLISHING -- 0.5%
    Donnelley, (R.R.) & Sons Co. ....      6,400        158,800
    Gannett Co., Inc. ...............     10,900        889,031
</TABLE>

AST BANKERS TRUST MANAGED INDEX 500 PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Knight-Ridder, Inc. .............      8,100    $   481,950
    Lexmark International Group, Inc.
      Cl-A*..........................      7,700        696,850
    McGraw-Hill Co., Inc. ...........      5,400        332,775
    New York Times Co. ..............      2,600        127,725
    Tribune Co. .....................      6,800        374,425
                                                   ------------
                                                      3,061,556
                                                   ------------
RAILROADS -- 0.2%
    Burlington Northern Santa Fe
      Corp. .........................     15,800        383,150
    Kansas City Southern Industries,
      Inc. ..........................      1,400        104,475
    Norfolk Southern Corp. ..........     15,200        311,600
    Union Pacific Corp. .............      7,400        322,825
                                                   ------------
                                                      1,122,050
                                                   ------------
RESTAURANTS -- 0.5%
    Darden Restaurants, Inc. ........     16,200        293,625
    McDonald's Corp. ................     58,100      2,342,156
    Tricon Global Restaurants,
      Inc.*..........................      7,000        270,375
                                                   ------------
                                                      2,906,156
                                                   ------------
RETAIL & MERCHANDISING -- 5.6%
    Bed, Bath & Beyond, Inc.*........     11,000        382,250
    Best Buy Co., Inc.*..............      9,400        471,763
    Circuit City Stores, Inc. .......      9,500        428,094
    Consolidated Stores Corp.*.......      4,100         66,625
    Costco Companies, Inc.*..........     13,400      1,222,750
    CVS Corp. .......................     13,100        523,181
    Dayton-Hudson Corp. .............     20,400      1,498,124
    Dillard's, Inc. Cl-A.............      4,900         98,919
    Dollar General Corp. ............     10,100        229,775
    Federated Department Stores,
      Inc.*..........................     16,300        824,169
    Gap, Inc. .......................     39,100      1,798,599
    Home Depot, Inc. ................    105,450      7,229,915
    Kmart Corp.*.....................     67,800        682,238
    Kohl's Corp.*....................     17,600      1,270,500
    Long's Drug Stores Corp..........      5,100        131,644
    Lowe's Companies, Inc. ..........     17,700      1,057,575
    May Department Stores Co. .......     15,200        490,200
    Nordstrom, Inc. .................      9,600        251,400
    Penney, (J.C.) Co., Inc. ........      7,600        151,525
    Rite Aid Corp. ..................     12,100        135,369
    Sears, Roebuck & Co. ............      5,500        167,406
    TJX Companies, Inc. .............     14,700        300,431
    Toys 'R' Us, Inc.*...............     25,000        357,813
    Wal-Mart Stores, Inc. ...........    203,500     14,066,937
    Walgreen Co. ....................     46,100      1,348,425
                                                   ------------
                                                     35,185,627
                                                   ------------
SEMICONDUCTORS -- 3.4%
    Advanced Micro Devices, Inc.*....     13,700        396,444
    Applied Materials, Inc.*.........     26,200      3,319,213
    Intel Corp. .....................    154,494     12,716,787
    LSI Logic Corp.*.................      8,800        594,000
    Micron Technology, Inc.*.........     11,400        886,350
    Motorola, Inc. ..................     16,800      2,473,800
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    National Semiconductor Corp.*....     10,700   $    458,094
    Xilinx, Inc.*....................     19,800        900,281
                                                   ------------
                                                     21,744,969
                                                   ------------
TELECOMMUNICATIONS -- 11.8%
    ADC Telecommunications, Inc.*....     10,200        740,138
    Alltel Corp. ....................      9,629        796,198
    Andrew Corp.*....................      3,800         71,963
    AT&T Corp. ......................    125,100      6,348,825
    Bell Atlantic Corp. .............     67,000      4,124,688
    BellSouth Corp. .................     84,900      3,974,381
    CenturyTel, Inc. ................      6,400        303,200
    Comcast Corp. Cl-A...............     34,100      1,713,525
    General Instrument Corp.*........     31,400      2,669,000
    Global Crossing Ltd.*............     35,535      1,776,750
    GTE Corp. .......................     44,100      3,111,806
    Lucent Technologies, Inc. .......    144,853     10,836,814
    MCI WorldCom, Inc.*..............    104,550      5,547,684
    MediaOne Group, Inc.*............     55,600      4,270,775
    Nextel Communications, Inc.
      Cl-A*..........................     16,200      1,670,625
    Nortel Networks Corp. ...........     28,000      2,828,000
    QUALCOMM, Inc.*..................     32,800      5,781,000
    SBC Communications, Inc. ........    168,056      8,192,729
    Scientific-Atlanta, Inc..........      1,200         66,750
    Sprint Corp. (FON Group).........     65,900      4,435,894
    Sprint Corp. (PCS Group)*........     21,300      2,183,250
    Tellabs, Inc.*...................     20,900      1,341,519
    U.S. West, Inc. .................     23,200      1,670,400
                                                   ------------
                                                     74,455,914
                                                   ------------
TRANSPORTATION -- 0.4%
    CSX Corp. .......................     10,600        332,575
    FDX Corp.*.......................     18,200        745,063
    Navistar International Corp.*....      9,400        445,325
    Paccar, Inc. ....................     17,100        757,743
    Ryder Systems, Inc. .............      3,200         78,200
                                                   ------------
                                                      2,358,906
                                                   ------------
UTILITIES -- 2.5%
    AES Corp.*.......................     14,100      1,053,974
    Ameren Corp. ....................      2,100         68,775
    American Electric Power Co.,
      Inc. ..........................      8,800        282,700
    Carolina Power & Light Co. ......      7,100        216,106
    Central & South West Corp. ......      9,000        180,000
    Cinergy Corp. ...................      7,200        173,700
    CMS Energy Corp. ................      5,000        155,938
    Consolidated Edison, Inc. .......     19,300        665,850
    Dominion Resources, Inc. ........      3,800        149,150
    DTE Energy Co. ..................     16,000        502,000
    Duke Energy Corp. ...............     16,900        847,113
    Eastern Enterprises..............      1,000         57,438
    Edison International Co. ........     29,600        775,150
    Enron Corp. .....................     27,400      1,215,874
    Entergy Corp. ...................     37,100        955,325
    FirstEnergy Corp. ...............     27,400        621,638
    Florida Progress Corp. ..........     15,700        664,306
    FPL Group, Inc. .................      4,600        196,938
    GPU, Inc. .......................      5,700        170,644
    Niagara Mohawk Holdings, Inc.*...     39,600        551,925
</TABLE>

AST BANKERS TRUST MANAGED INDEX 500 PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        SHARES        VALUE
                                        ------        -----
<S>                                    <C>         <C>
    Northern States Power Co. .......      7,000   $    136,500
    PECO Energy Co. .................      8,500        295,375
    People's Energy Corp. ...........      5,000        167,500
    PG&E Corp. ......................     28,600        586,300
    Pinnacle West Capital Co. .......      4,100        125,306
    PP&L Resources, Inc. ............      7,200        164,700
    Public Service Enterprise Group,
      Inc. ..........................     24,500        852,906
    Reliant Energy, Inc. ............     33,500        766,313
    Sempra Energy....................     10,900        189,388
    Southern Co. ....................     34,600        813,100
    Texas Utilities Co. .............     12,800        455,200
    Unicom Corp. ....................     31,200      1,045,200
    United Water Resources, Inc. ....     30,600      1,046,137
                                                   ------------
                                                     16,148,469
                                                   ------------
TOTAL COMMON STOCK
  (Cost $506,118,862)................               580,072,565
                                                   ------------
</TABLE>

<TABLE>
<CAPTION>
                                              PAR
                                             (000)
                                           ---------
<S>                                        <C>         <C>
U.S. TREASURY OBLIGATIONS -- 0.7%
    U.S. Treasury Bills
      5.08%, 04/06/00#
    (Cost $4,517,800) ...............      $   4,580      4,518,053
                                                       ------------
</TABLE>

<TABLE>
<CAPTION>
                                        SHARES       VALUE
                                        ------       -----
<S>                                   <C>         <C>
SHORT-TERM INVESTMENTS -- 6.0%
    Temporary Investment Cash
      Fund..........................  18,897,184   $18,897,184
    Temporary Investment Fund.......  18,897,183    18,897,183
                                                  ------------
    (Cost $37,794,367)..............                37,794,367
                                                  ------------
TOTAL INVESTMENTS -- 98.2%
  (COST $548,431,029)...............               622,384,985
OTHER ASSETS LESS
  LIABILITIES -- 1.8%...............                11,182,509
                                                  ------------
NET ASSETS -- 100.0%................              $633,567,494
                                                  ============
</TABLE>

# Securities with an aggregate market value of $4,340,468 have been segregated
  with the custodian to cover margin requirements for the following open futures
  contracts at December 31, 1999:

<TABLE>
<CAPTION>
                           EXPIRATION   NUMBER OF    UNREALIZED
DESCRIPTION                  MONTH      CONTRACTS   APPRECIATION
----------------------------------------------------------------
<S>                        <C>          <C>         <C>
S&P 500..................    03/00         166       $1,905,125
                             =====         ===       ==========
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST KEMPER SMALL-CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
COMMON STOCK -- 97.8%
ADVERTISING -- 3.3%
    DoubleClick, Inc.*................  109,145    $ 27,620,507
                                                   ------------
AUTOMOTIVE PARTS -- 1.8%
    Copart, Inc.*.....................  342,600      14,903,100
                                                   ------------
BROADCASTING -- 1.5%
    Cumulus Media, Inc. Cl-A*.........  224,500      11,393,375
    Radio Unica Corp.*................   34,100         984,638
                                                   ------------
                                                     12,378,013
                                                   ------------
BUILDING MATERIALS -- 1.6%
    Simpson Manufacturing Co.,
      Inc.*...........................   97,800       4,278,750
    Trex Co., Inc.*...................  351,100       9,391,925
                                                   ------------
                                                     13,670,675
                                                   ------------
BUSINESS SERVICES -- 19.3%
    AnswerThink Consulting Group,
      Inc.*...........................  296,800      10,165,400
    Commerce One, Inc.*...............  178,800      35,134,199
    Digex, Inc.*......................   96,700       6,648,125
    Digital Courier Technologies,
      Inc.*...........................  501,500       4,826,938
    E-Stamp Corp.*....................  207,400       4,614,650
    Interactive Intelligence, Inc.*...   76,600       2,039,475
    Interactive Pictures Corp.*.......  250,200       5,832,788
    Interleaf, Inc.*..................  152,200       5,117,725
    ITXC Corp.*.......................   66,800       2,246,150
    Korn/Ferry International*.........  287,100      10,443,263
    Loislaw.com, Inc.*................  161,400       6,314,775
    Mediaplex, Inc.*..................  116,200       7,291,550
    MedicaLogic, Inc.*................   16,600         348,600
    Micromuse, Inc.*..................   78,100      13,276,999
    NetRatings, Inc.*.................   11,600         558,250
    Newgen Results Corp.*.............  264,000       2,788,500
    Pegasus Systems, Inc.*............  151,600       9,143,375
    Reckson Service Industries,
      Inc.*...........................  160,500      10,011,188
    RSA Security, Inc.*...............   75,900       5,882,250
    Whittman-Hart, Inc.*..............  385,000      20,645,624
                                                   ------------
                                                    163,329,824
                                                   ------------
CLOTHING & APPAREL -- 1.6%
    David's Bridal, Inc.*.............  271,300       3,035,169
    Gildan Activewear, Inc. Cl-A*.....  255,300       4,627,313
    Pacific Sunwear of California,
      Inc.*...........................  169,150       5,444,515
                                                   ------------
                                                     13,106,997
                                                   ------------
COMPUTER HARDWARE -- 1.5%
    Mercury Computer Systems, Inc.*...   55,600       1,946,000
    Silicon Storage Technology,
      Inc.*...........................  251,900      10,390,875
                                                   ------------
                                                     12,336,875
                                                   ------------
COMPUTER SERVICES & SOFTWARE -- 23.6%
    Advent Software, Inc.*............  166,050      10,699,847
    Digital River, Inc.*..............  193,800       6,455,963
    eSPEED, Inc. Cl-A*................   21,700         771,706
    GetThere.com, Inc.*...............   16,700         672,175
    Intertrust Technologies Corp.*....   15,300       1,799,663
    InterVU, Inc.*....................  148,500      15,592,500
    ISS Group, Inc.*..................  196,600      13,983,175
    Keynote Systems, Inc.*............   12,500         921,875
    Mercury Interactive Corp.*........  282,500      30,492,343
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
    National Computer Systems,
      Inc. ...........................  142,000    $  5,342,750
    National Information Consortium,
      Inc.*...........................  423,400      13,548,800
    Network Appliance, Inc.*..........  260,400      21,629,474
    Pinnacle Systems, Inc.*...........  520,400      21,173,775
    Preview Systems, Inc.*............  100,500       6,519,938
    Sapient Corp.*....................   52,900       7,455,594
    Silknet Software, Inc.*...........   65,300      10,823,475
    SonicWALL, Inc.*..................   20,700         833,175
    TSI International Software
      Ltd.*...........................  493,800      27,961,424
    Viador, Inc.*.....................   51,000       2,161,125
    Xpedior, Inc.*....................   14,500         416,875
                                                   ------------
                                                    199,255,652
                                                   ------------
CONSUMER PRODUCTS & SERVICES -- 3.2%
    JAKKS Pacific, Inc.*..............  270,400       5,053,100
    Rent-A-Center, Inc.*..............  397,300       7,871,506
    S1 Corp.*.........................  145,200      11,343,750
    Steiner Leisure Ltd.*.............  148,600       2,479,763
                                                   ------------
                                                     26,748,119
                                                   ------------
ELECTRONIC COMPONENTS & EQUIPMENT -- 4.0%
    Burr-Brown Corp.*.................  228,450       8,252,756
    Power Integrations, Inc.*.........  152,000       7,286,500
    Power-One, Inc.*..................  214,300       9,817,619
    SonoSight, Inc.*..................  251,800       7,963,175
                                                   ------------
                                                     33,320,050
                                                   ------------
ENTERTAINMENT & LEISURE -- 2.0%
    Speedway Motorsports, Inc.*.......  137,200       3,815,875
    The 3DO Co.*......................  649,000       5,901,844
    THQ, Inc.*........................  301,000       6,979,437
                                                   ------------
                                                     16,697,156
                                                   ------------
FINANCIAL-BANK & TRUST -- 0.6%
    Peoples Heritage Financial
      Group, Inc. ....................  334,900       5,044,431
                                                   ------------
FINANCIAL SERVICES -- 1.3%
    Multex.com, Inc.*.................  292,700      11,012,838
                                                   ------------
FOOD -- 0.5%
    Hain Food Group, Inc.*............  204,900       4,584,638
                                                   ------------
HEALTHCARE SERVICES -- 1.2%
    Albany Molecular Research,
      Inc.*...........................  153,200       4,672,600
    MedQuist, Inc.*...................  207,000       5,343,188
                                                   ------------
                                                     10,015,788
                                                   ------------
MACHINERY & EQUIPMENT -- 1.8%
    Asyst Technologies, Inc.*.........  162,000      10,621,125
    National-Oilwell, Inc.*...........  274,200       4,301,513
                                                   ------------
                                                     14,922,638
                                                   ------------
MEDICAL SUPPLIES & EQUIPMENT -- 1.7%
    Endocardial Solutions, Inc.*......  594,886       5,205,253
    VISX, Inc.*.......................  168,800       8,735,400
                                                   ------------
                                                     13,940,653
                                                   ------------
OIL & GAS -- 1.9%
    Barrett Resources Corp.*..........  139,100       4,094,756
    Key Production Co., Inc.*.........   30,500         224,938
</TABLE>

AST KEMPER SMALL-CAP GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
    Newfield Exploration Co.*.........  160,100    $  4,282,675
    Stone Energy Corp.*...............  211,100       7,520,437
                                                   ------------
                                                     16,122,806
                                                   ------------
PERSONAL SERVICES -- 0.1%
    Cornell Corrections, Inc.*........   92,500         774,688
                                                   ------------
PHARMACEUTICALS -- 3.5%
    Alexion Pharmaceuticals, Inc.*....  305,200       9,194,150
    Enzon, Inc.*......................  196,600       8,527,525
    QLT PhotoTherapeutics, Inc.*......  194,900      11,450,375
                                                   ------------
                                                     29,172,050
                                                   ------------
REAL ESTATE -- 0.8%
    Costar Group, Inc.*...............  190,800       6,844,950
                                                   ------------
RESTAURANTS -- 1.2%
    The Cheesecake Factory, Inc.*.....  284,100       9,943,500
                                                   ------------
RETAIL & MERCHANDISING -- 4.1%
    FreeMarkets, Inc.*................   34,800      11,877,675
    SciQuest.com, Inc.*...............  192,500      15,303,750
    Urban Outfitters, Inc.*...........  241,200       7,024,950
                                                   ------------
                                                     34,206,375
                                                   ------------
SEMICONDUCTORS -- 7.0%
    PMC-Sierra, Inc.*.................  127,200      20,391,749
    Silicon Image, Inc.*..............  160,100      11,217,006
    TranSwitch Corp.*.................  125,850       9,131,991
    Vitesse Semiconductor Corp.*......  357,700      18,756,894
                                                   ------------
                                                     59,497,640
                                                   ------------
TELECOMMUNICATIONS -- 8.7%
    BroadWing, Inc. ..................  243,441       8,976,887
    Com21, Inc.*......................  313,500       7,034,156
    Insight Communications Co.,
      Inc.*...........................  289,100       8,564,588
    Net2Phone, Inc.*..................  125,200       5,751,375
</TABLE>

<TABLE>
<CAPTION>
                                         SHARES       VALUE
                                         ------       -----
<S>                                     <C>        <C>
    Polycom, Inc.*....................  222,500    $ 14,170,469
    Proxim, Inc.*.....................   47,300       5,203,000
    Research in Motion Ltd.*..........  321,100      14,830,805
    Telecorp PCS, Inc.*...............   10,300         391,400
    Terayon Communication Systems,
      Inc.*...........................   16,800       1,055,250
    Xircom, Inc.*.....................  109,700       8,227,500
                                                   ------------
                                                     74,205,430
                                                   ------------
TOTAL COMMON STOCK
  (Cost $487,754,004).................              823,655,393
                                                   ------------
<CAPTION>
                                          PAR
                                         (000)
                                        --------
<S>                                     <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 2.5%
    Federal Home Loan Bank
      1.28%, 01/03/00.................  $ 9,000       8,999,360
      4.75%, 01/10/00.................   12,000      11,985,750
                                                   ------------
    (Cost $20,985,110)................               20,985,110
                                                   ------------
                                        SHARES
                                        ------
SHORT-TERM INVESTMENTS -- 0.1%
    Temporary Investment Cash Fund....  434,031         434,031
    Temporary Investment Fund.........  434,030         434,030
                                                   ------------
    (Cost $868,061)...................                  868,061
                                                   ------------
TOTAL INVESTMENTS -- 100.4%
  (Cost $509,607,175).................              845,508,564
LIABILITIES IN EXCESS OF OTHER
  ASSETS -- (0.4)%....................               (3,524,161)
                                                   ------------
NET ASSETS -- 100.0%..................             $841,984,403
                                                   ============
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST MFS GLOBAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             SHARES      VALUE
                                             ------      -----
<S>                                         <C>        <C>
FOREIGN STOCK -- 53.7%
AUSTRALIA -- 1.3%
    QBE Insurance Group Ltd.*.............   3,530     $   16,466
                                                       ----------
CANADA -- 1.0%
    BCE, Inc. ............................     140         12,720
                                                       ----------
FINLAND -- 2.0%
    Helsingin Puhelin Oyj*................     240         19,990
    HPY Holding -- HTF Holding Oyj*.......     160          6,003
                                                       ----------
                                                           25,993
                                                       ----------
FRANCE -- 7.9%
    Bouygues SA ..........................      20         12,710
    Castorama Dubois*.....................      40         12,166
    Pernod Ricard SA*.....................     160          9,153
    Rhone-Poulenc SA*.....................      90          5,230
    Sanofi SA*............................     290         12,074
    STMicroelectronics NV ................     105         16,159
    Total Fina SA Cl-B....................     140         18,683
    Union des Assurances Federales*.......      60          7,046
    Vivendi...............................      95          8,578
                                                       ----------
                                                          101,799
                                                       ----------
GERMANY -- 3.1%
    Henkel KGaA*..........................     110          7,312
    Mannesmann AG.........................     130         31,475
    Wella AG*.............................      50          1,108
                                                       ----------
                                                           39,895
                                                       ----------
GREECE -- 1.2%
    Antenna TV SA [ADR]*..................     380          6,508
    Hellenic Tellecommunications
      Organization SA*....................     360          8,555
    Jazztel PLC [ADR]*....................      10            651
                                                       ----------
                                                           15,714
                                                       ----------
ISRAEL -- 0.5%
    Partner Communications Co. Ltd.
      [ADR]*..............................     250          6,469
                                                       ----------
ITALY -- 1.3%
    Telecom Italia Mobile SPA ............   3,540         16,864
                                                       ----------
JAPAN -- 12.6%
    Canon, Inc. [ADR] ....................     430         17,442
    Chugai Pharmaceutical Co. Ltd.*.......   1,000         10,815
    Fuji Heavy Industries Ltd.............   1,000          6,851
    Hitachi Ltd...........................   2,000         32,103
    Mitsubishi Motors Corp.*..............   1,000          3,416
    Nippon Telegraph & Telephone Corp.....       1         17,128
    NTT Mobile Communication Network,
      Inc.................................       1         38,466
    Sony Corp.............................     100         29,656
    Toshiba Corp.*........................   1,000          7,634
                                                       ----------
                                                          163,511
                                                       ----------
MEXICO -- 0.7%
    Coca-Cola Femsa SA[ADR]...............     280          4,917
    Kimberly-Clark de Mexico SA Cl-A......   1,150          4,418
                                                       ----------
                                                            9,335
                                                       ----------
</TABLE>

<TABLE>
<CAPTION>
                                             SHARES      VALUE
                                             ------      -----
<S>                                         <C>        <C>
NETHERLANDS -- 2.7%
    AKZO Nobel NV.........................     260     $   13,041
    Fox Kids Europe NV*...................     100          1,279
    ING Groep NV..........................     250         15,092
    Libertel NV*..........................     210          5,499
                                                       ----------
                                                           34,911
                                                       ----------
NORWAY -- 1.3%
    NetCom ASA*...........................      40          1,996
    Sparebanken NOR*......................     340          7,890
    Storebrand ASA*.......................     850          6,469
                                                       ----------
                                                           16,355
                                                       ----------
PORTUGAL -- 0.5%
    Telecel-Comunicacoes Pessoais SA*.....     340          5,927
                                                       ----------
SINGAPORE -- 2.2%
    Development Bank of Singapore*........   1,000         16,392
    Overseas Union Bank Ltd.*.............   2,000         11,708
                                                       ----------
                                                           28,100
                                                       ----------
SPAIN -- 0.7%
    Repsol SA.............................     370          8,578
                                                       ----------
SWEDEN -- 1.9%
    Netcom AB Cl-B*.......................      30          2,109
    Saab AB*..............................   2,330         22,456
                                                       ----------
                                                           24,565
                                                       ----------
SWITZERLAND -- 0.6%
    Nestle SA.............................       4          7,328
                                                       ----------
UNITED KINGDOM -- 12.2%
    Anglo Irish Bank Corp. PLC*...........   3,160          7,350
    AstraZeneca Group PLC.................     390         16,502
    British Aerospace PLC*................   1,490          9,868
    British Petroleum Co. PLC.............     760          7,642
    British Telecommunications PLC........     890         21,751
    Cable & Wireless Communications
      PLC ................................   2,290         32,922
    Cable & Wireless PLC..................     920         15,589
    Capital Radio PLC.....................     180          4,351
    CGU PLC*..............................     600          9,668
    Next PLC..............................     800          7,676
    Telewest Communications PLC*..........   1,640          8,749
    Thus PLC*.............................     200          1,253
    Tomkins PLC...........................   1,640          5,298
    United News & Media PLC...............     845         10,769
                                                       ----------
                                                          159,388
                                                       ----------
TOTAL FOREIGN STOCK (Cost $601,380).......                693,918
                                                       ----------
U.S. STOCK -- 30.9%
AUTOMOTIVE PARTS -- 1.0%
    Delphi Automotive Systems Corp. ......     570          8,978
    TRW, Inc. ............................      80          4,155
                                                       ----------
                                                           13,133
                                                       ----------
BROADCASTING -- 0.6%
    Hearst-Argyle Television, Inc.*.......     310          8,254
                                                       ----------
</TABLE>

AST MFS GLOBAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             SHARES      VALUE
                                             ------      -----
<S>                                         <C>        <C>
CHEMICALS -- 0.4%
    Monsanto Co. .........................     150     $    5,344
                                                       ----------
COMPUTER HARDWARE -- 1.3%
    Hewlett-Packard Co. ..................      70          7,976
    International Business Machines
      Corp. ..............................      80          8,640
                                                       ----------
                                                           16,616
                                                       ----------
COMPUTER SERVICES & SOFTWARE -- 5.7%
    BMC Software, Inc.*...................     120          9,593
    Computer Associates International,
      Inc. ...............................     430         30,072
    Compuware Corp.*......................     440         16,390
    Sun Microsystems, Inc.*...............      80          6,195
    SunGard Data Systems, Inc.*...........     400          9,500
                                                       ----------
                                                           71,750
                                                       ----------
CONSUMER PRODUCTS & SERVICES -- 2.2%
    Bausch & Lomb, Inc. ..................     240         16,425
    Polaroid Corp. .......................     270          5,079
    Sodexho Marriott Services, Inc. ......     490          6,370
                                                       ----------
                                                           27,874
                                                       ----------
ENTERTAINMENT & LEISURE -- 2.0%
    Time Warner, Inc. ....................     210         15,211
    Walt Disney Co. ......................     370         10,823
                                                       ----------
                                                           26,034
                                                       ----------
FINANCIAL SERVICES -- 0.5%
    Block, (H&R), Inc. ...................     160          7,000
                                                       ----------
FOOD -- 2.1%
    Keebler Foods Co.*....................     300          8,438
    Kroger Co.*...........................     460          8,683
    Safeway, Inc.*........................     280          9,957
                                                       ----------
                                                           27,078
                                                       ----------
INSURANCE -- 3.3%
    CIGNA Corp. ..........................     120          9,668
    ReliaStar Financial Corp. ............     510         19,985
    The Hartford Financial Services Group,
      Inc. ...............................     280         13,265
                                                       ----------
                                                           42,918
                                                       ----------
MACHINERY & EQUIPMENT -- 1.1%
    Deere & Co. ..........................     340         14,748
                                                       ----------
OIL & GAS -- 1.6%
    Conoco, Inc. .........................     500         12,375
    Exxon Mobil Corp. ....................     100          8,056
                                                       ----------
                                                           20,431
                                                       ----------
</TABLE>

<TABLE>
<CAPTION>
                                             SHARES      VALUE
                                             ------      -----
<S>                                         <C>        <C>
RETAIL & MERCHANDISING -- 2.1%
    BJ's Wholesale Club, Inc.*............     195     $    7,118
    CVS Corp. ............................     230          9,185
    Federated Department Stores, Inc.*....     100          5,056
    Gap, Inc. ............................     120          5,520
                                                       ----------
                                                           26,879
                                                       ----------
SEMICONDUCTORS -- 1.5%
    Motorola, Inc. .......................     130         19,143
                                                       ----------
TELECOMMUNICATIONS -- 2.9%
    Amdocs Ltd.*..........................      40          1,380
    Bell Atlantic Corp. ..................      60          3,694
    BroadWing, Inc. ......................     325         11,984
    EchoStar Communications Corp. Cl-A*...      10            975
    Global TeleSystems Group, Inc.*.......      30          1,039
    GTE Corp. ............................     130          9,173
    MCI WorldCom, Inc.*...................     165          8,755
    NDS Group PLC*........................      10            305
                                                       ----------
                                                           37,305
                                                       ----------
TRANSPORTATION -- 2.6%
    Canadian National Railway Co. ........     520         13,683
    Galileo International, Inc. ..........     630         18,860
    United Parcel Service, Inc. Cl-B......      20          1,380
                                                       ----------
                                                           33,923
                                                       ----------
TOTAL U.S. STOCK (Cost $386,421)..........                398,430
                                                       ----------
<CAPTION>
                                              PAR
                                             (000)
                                            --------
<S>                                         <C>        <C>

U.S. GOVERNMENT AGENCY OBLIGATIONS - 9.7%
    Federal Home Loan Mortgage Corp.
      1.50%, 01/03/00
    (Cost $124,990).......................   $ 125        124,990
                                                       ----------
TOTAL INVESTMENTS -- 94.3% (Cost
  $1,112,791).............................              1,217,338
OTHER ASSETS LESS LIABILITIES -- 5.7%.....                 73,364
                                                       ----------
NET ASSETS -- 100.0%......................             $1,290,702
                                                       ==========
</TABLE>

Foreign currency exchange contracts outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                         IN
SETTLEMENT               CONTRACTS    EXCHANGE   CONTRACTS     UNREALIZED
  MONTH      TYPE        TO DELIVER     FOR      AT VALUE     DEPRECIATION
---------------------------------------------------------------------------
<S>          <C>    <C>  <C>          <C>        <C>         <C>
01/00        Sell   EUR     439         $440       $445           $ 5
                                        ====       ====           ===
</TABLE>


AST MFS GLOBAL EQUITY PORTFOLIO
--------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
INDUSTRY
--------
<S>                                                      <C>
Aerospace..............................................   0.8%
Automobile Manufacturers...............................   2.5%
Beverages..............................................   2.5%
Broadcasting...........................................   1.4%
Business Services......................................   1.4%
Chemicals..............................................   0.7%
Construction...........................................   1.1%
Consumer Products & Services...........................   2.4%
Electronic Components & Equipment......................   1.9%
Financial-Bank & Trust.................................   1.2%
Financial Services.....................................   3.2%
Food...................................................   1.8%
Industrial Products....................................   2.4%
Insurance..............................................   3.1%
Medical Supplies & Equipment...........................   0.9%
Oil & Gas..............................................   0.6%
Pharmaceuticals........................................   3.2%
Printing & Publishing..................................   2.0%
Retail & Merchandising.................................   1.5%
Telecommunications.....................................  16.1%
Utilities..............................................   3.0%
                                                         ----
Total..................................................  53.7%
                                                         ====
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

See Notes to Financial Statements.


AST MFS GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           SHARES      VALUE
                                           ------      -----
<S>                                       <C>        <C>
COMMON STOCK -- 62.6%
ADVERTISING -- 0.9%
    Interpublic Group of Companies,
      Inc. .............................      160    $    9,230
    Young & Rubicam, Inc. ..............      460        32,545
                                                     ----------
                                                         41,775
                                                     ----------
BROADCASTING -- 2.5%
    AMFM, Inc.*.........................      250        19,563
    AT&T Corp. Liberty Media Group
      Cl-A*.............................      540        30,645
    CBS Corp.*..........................      680        43,477
    Clear Channel Communications,
      Inc.*.............................      110         9,818
    Cox Radio, Inc. Cl-A*...............       40         3,990
    Infinity Broadcasting Corp.*........      225         8,142
    Westwood One, Inc.*.................      100         7,600
                                                     ----------
                                                        123,235
                                                     ----------
BUSINESS SERVICES -- 0.9%
    First Data Corp. ...................      930        45,861
                                                     ----------
CABLE TELEVISION -- 0.5%
    Cablevision Systems Corp. Cl-A*.....      300        22,650
                                                     ----------
CLOTHING & APPAREL -- 0.2%
    Cintas Corp. .......................      200        10,625
                                                     ----------
COMPUTER HARDWARE -- 0.7%
    EMC Corp.*..........................      330        36,053
                                                     ----------
COMPUTER SERVICES & SOFTWARE -- 15.4%
    Affiliated Computer Services, Inc.
      Cl-A*.............................      400        18,400
    America Online, Inc.*...............      360        27,158
    Ancor Communications, Inc.*.........       50         3,394
    BEA Systems, Inc.*..................      100         6,994
    BMC Software, Inc.*.................      530        42,367
    Cadence Design Systems, Inc.*.......      460        11,040
    Ceridian Corp.*.....................      850        18,328
    Cisco Systems, Inc.*................      900        96,412
    Computer Associates International,
      Inc...............................      620        43,361
    Computer Sciences Corp.*............      420        39,743
    Compuware Corp.*....................    1,250        46,563
    Comverse Technology, Inc.*..........      150        21,713
    Macromedia, Inc.*...................      110         8,044
    MASSTOR Systems Corp.*..............       30         2,319
    Microsoft Corp.*....................      840        98,069
    Network Solutions, Inc.*............       70        15,229
    New Era of Networks, Inc.*..........       45         2,143
    Novellus Systems, Inc.*.............      250        30,633
    Oracle Corp.*.......................      650        72,840
    Siebel Systems, Inc.*...............      140        11,760
    Sun Microsystems, Inc.*.............      620        48,011
    Sungard Data Systems, Inc.*.........      500        11,875
    Verisign, Inc.*.....................       80        15,260
    VERITAS Software Corp.*.............      370        52,956
                                                     ----------
                                                        744,612
                                                     ----------
CONGLOMERATES -- 2.7%
    Corning, Inc. ......................      490        63,179
    Tyco International Ltd. ............    1,740        67,643
                                                     ----------
                                                        130,822
                                                     ----------
</TABLE>

<TABLE>
<CAPTION>
                                           SHARES      VALUE
                                           ------      -----
<S>                                       <C>        <C>
CONSUMER PRODUCTS & SERVICES -- 0.8%
    Bausch & Lomb, Inc. ................      440    $   30,112
    Clorox Co. .........................      220        11,083
                                                     ----------
                                                         41,195
                                                     ----------
ELECTRONIC COMPONENTS & EQUIPMENT -- 4.8%
    Altera Corp.*.......................      330        16,356
    Analog Devices, Inc.*...............      380        35,340
    Conexant Systems, Inc.*.............       50         3,319
    DII Group, Inc.*....................       50         3,548
    Flextronics International Ltd.*.....      240        11,040
    General Electric Co. ...............      600        92,849
    Metromedia Fiber Network, Inc.
      Cl-A*.............................      230        11,026
    RF Micro Devices, Inc.*.............      100         6,844
    Tandy Corp.*........................      300        14,756
    Teradyne, Inc.*.....................      370        24,420
    Texas Instruments, Inc. ............      130        12,594
                                                     ----------
                                                        232,092
                                                     ----------
ENTERTAINMENT & LEISURE -- 1.4%
    Harrah's Entertainment, Inc.*.......      120         3,173
    Royal Caribbean Cruises Ltd. .......      260        12,821
    Time Warner, Inc. ..................      710        51,430
                                                     ----------
                                                         67,424
                                                     ----------
FINANCIAL-BANK & TRUST -- 1.0%
    State Street Boston Corp. ..........      640        46,760
                                                     ----------
FINANCIAL SERVICES -- 2.1%
    American Express Co. ...............      100        16,625
    Citigroup, Inc. ....................      660        36,671
    Morgan Stanley, Dean Witter &
      Co. ..............................      240        34,260
    Providian Financial Corp. ..........      160        14,570
                                                     ----------
                                                        102,126
                                                     ----------
FOOD -- 0.8%
    Kroger Co.*.........................      960        18,120
    Safeway, Inc.*......................      630        22,404
                                                     ----------
                                                         40,524
                                                     ----------
HEALTHCARE SERVICES -- 0.3%
    United HealthCare Corp. ............      240        12,750
                                                     ----------
INSURANCE -- 1.7%
    American International Group,
      Inc. .............................      380        41,088
    AON Corp. ..........................      470        18,800
    CIGNA Corp. ........................      160        12,890
    Lincoln National Corp. .............      280        11,200
                                                     ----------
                                                         83,978
                                                     ----------
MACHINERY & EQUIPMENT -- 0.2%
    Cooper Cameron Corp.*...............      210        10,277
                                                     ----------
MEDICAL SUPPLIES & EQUIPMENT -- 1.1%
    Guidant Corp.* .....................      420        19,740
    Medtronic, Inc. ....................      920        33,523
                                                     ----------
                                                         53,263
                                                     ----------
OFFICE EQUIPMENT -- 0.2%
    Office Depot, Inc.*.................      830         9,078
                                                     ----------
</TABLE>

AST MFS GROWTH PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           SHARES      VALUE
                                           ------      -----
<S>                                       <C>        <C>
OIL & GAS -- 1.5%
    BP Amoco PLC [ADR]..................      370    $   21,946
    Conoco, Inc. Cl-B ..................      390         9,701
    Halliburton Co. ....................      480        19,320
    Noble Drilling Corp.*...............      620        20,305
                                                     ----------
                                                         71,272
                                                     ----------
PHARMACEUTICALS -- 2.6%
    American Home Products Corp. .......      640        25,240
    Bristol-Meyers Squibb Co. ..........      450        28,884
    Pharmacia & Upjohn, Inc. ...........      400        18,000
    Shire Pharmaceuticals Group PLC
      [ADR]*............................      270         7,864
    Warner-Lambert Co. .................      300        24,581
    Waters Corp.*.......................      410        21,730
                                                     ----------
                                                        126,299
                                                     ----------
PRINTING & PUBLISHING -- 0.5%
    Gannett Co., Inc. ..................      300        24,469
                                                     ----------
RETAIL & MERCHANDISING -- 3.2%
    Costco Companies, Inc.*.............      360        32,850
    CVS Corp. ..........................    1,080        43,133
    Gap, Inc. ..........................       60         2,760
    Lowe's Companies, Inc. .............      430        25,693
    TJX Companies, Inc. ................      140         2,861
    Wal-Mart Stores, Inc. ..............      720        49,769
                                                     ----------
                                                        157,066
                                                     ----------
SEMICONDUCTORS -- 3.9%
    Applied Materials, Inc.*............      180        22,804
    Atmel Corp.*........................      920        27,198
    Intel Corp. ........................      200        16,463
    JDS Uniphase Corp.*.................       60         9,679
    Lam Research Corp.*.................      200        22,313
    LSI Logic Corp.*....................      560        37,799
    Motorola, Inc. .....................      190        27,977
    National Semiconductor Corp.*.......      590        25,259
                                                     ----------
                                                        189,492
                                                     ----------
TELECOMMUNICATIONS -- 11.1%
    Alltel Corp. .......................      540        44,651
    Amdocs Ltd.*........................      170         5,865
    American Tower Corp. Cl-A*..........      670        20,477
    ANTEC Corp.*........................      200         7,300
    BCE, Inc. ..........................       50         4,509
    Comcast Corp. Cl-A..................      900        45,225
    EchoStar Communications Corp.
      Cl-A*.............................      100         9,750
    General Instrument Corp.*...........      660        56,100
    Global Crossing Ltd.*...............      300        15,000
    Global TeleSystems Group, Inc.*.....      240         8,310
    Jazztel PLC [ADR]*..................      105         6,838
    MCI WorldCom, Inc.*.................    1,005        53,328
    MediaOne Group, Inc.*...............      400        30,725
    Nextel Communications, Inc. Cl-A*...      305        31,453
    Nokia Corp. Cl-A [ADR]..............      300        57,000
</TABLE>

<TABLE>
<CAPTION>
                                           SHARES      VALUE
                                           ------      -----
<S>                                       <C>        <C>
    Nortel Networks Corp. ..............      450    $   45,450
    QUALCOMM, Inc.*.....................      180        31,725
    Spanish Broadcasting Systems,
      Inc.*.............................      190         7,648
    Sprint Corp. (PCS Group)*...........      350        35,875
    Univision Communications, Inc.*.....      230        23,503
                                                     ----------
                                                        540,732
                                                     ----------
UTILITIES -- 1.6%
    AES Corp.*..........................      850        63,538
    Calpine Corp.*......................      220        14,080
                                                     ----------
                                                         77,618
                                                     ----------
TOTAL COMMON STOCK
  (Cost $2,696,920).....................              3,042,048
                                                     ----------
FOREIGN STOCK -- 3.3%
BUILDING & REAL ESTATE -- 0.3%
    Bouyguesn SA -- (FRF)...............       20        12,710
                                                     ----------
CHEMICALS -- 0.3%
    AKZO Nobel NV -- (NLG)..............      290        14,545
                                                     ----------
FOOD -- 0.3%
    Nestle SA -- (CHF)..................        9        16,487
                                                     ----------
MACHINERY & EQUIPMENT -- 0.7%
    Mannesmann AG -- (DEM)..............      150        36,318
                                                     ----------
TELECOMMUNICATIONS -- 1.7%
    China Telecom Ltd. -- (HKD)*........    1,000         6,252
    Ericsson, (L.M.) Telephone Co.
      Cl-B -- (SEK).....................      290        18,645
    Nippon Telegraph & Telephone
      Corp. -- (JPY)....................       10        17,128
    NTT Mobile Communication Network,
      Inc. -- (JPY).....................       10        38,466
                                                     ----------
                                                         80,491
                                                     ----------
TOTAL FOREIGN STOCK
  (Cost $135,390).......................                160,551
                                                     ----------
<CAPTION>
                                            PAR
                                           (000)
                                          --------
<S>                                       <C>        <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS -- 20.5%
    Federal Home Loan Mortgage Corp.
      1.30%, 01/03/00 (Cost $999,928)...  $ 1,000       999,928
                                                     ----------
                                          SHARES
                                          -------
SHORT-TERM INVESTMENTS -- 9.1%
    Temporary Investment Cash Fund......  222,459       222,459
    Temporary Investment Fund...........  222,459       222,459
                                                     ----------
    (Cost $444,918).....................                444,918
                                                     ----------
TOTAL INVESTMENTS -- 95.5%
  (Cost $4,277,156).....................              4,647,445
OTHER ASSETS LESS LIABILITIES -- 4.5%...                220,842
                                                     ----------
NET ASSETS -- 100.0%....................             $4,868,287
                                                     ==========
</TABLE>

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

* Non-income producing security.

See Notes to Financial Statements.


AST MFS GROWTH WITH INCOME PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           SHARES      VALUE
                                           ------      -----
<S>                                       <C>        <C>
COMMON STOCK -- 78.2%
AEROSPACE -- 3.4%
    Boeing Co. .........................      550    $   22,859
    General Dynamics Corp. .............    1,350        71,213
    Honeywell International, Inc. ......      770        44,419
    United Technologies Corp. ..........    2,450       159,250
                                                     ----------
                                                        297,741
                                                     ----------
AUTOMOBILE MANUFACTURERS -- 0.2%
    Ford Motor Co. .....................      320        17,100
                                                     ----------
AUTOMOTIVE PARTS -- 0.3%
    TRW, Inc. ..........................      440        22,853
                                                     ----------
BEVERAGES -- 1.0%
    Anheuser-Busch Companies, Inc. .....    1,040        73,710
    Coca-Cola Co. ......................       60         3,495
    PepsiCo, Inc. ......................      280         9,870
                                                     ----------
                                                         87,075
                                                     ----------
BUSINESS SERVICES -- 0.8%
    First Data Corp. ...................    1,460        71,996
                                                     ----------
CHEMICALS -- 0.1%
    DuPont, (E.I.) de Nemours & Co. ....      110         7,246
                                                     ----------
CLOTHING & APPAREL -- 0.3%
    Cintas Corp. .......................      470        24,969
                                                     ----------
COMPUTER HARDWARE -- 2.5%
    Hewlett-Packard Co. ................    1,100       125,331
    International Business Machines
      Corp. ............................      870        93,960
                                                     ----------
                                                        219,291
                                                     ----------
COMPUTER SERVICES & SOFTWARE -- 9.9%
    BMC Software, Inc.*.................      320        25,580
    Cisco Systems, Inc.*................    1,010       108,196
    Computer Associates International,
      Inc. .............................    1,300        90,919
    Computer Sciences Corp.*............      630        59,614
    DST Systems, Inc.*..................      600        45,788
    MASSTOR Systems Corp.*..............      350        27,059
    Microsoft Corp.*....................    2,870       335,072
    Oracle Corp.*.......................      900       100,856
    Sun Microsystems, Inc.*.............    1,100        85,181
                                                     ----------
                                                        878,265
                                                     ----------
CONGLOMERATES -- 1.6%
    Corning, Inc. ......................      670        86,388
    Tyco International Ltd. ............    1,420        55,203
                                                     ----------
                                                        141,591
                                                     ----------
CONSUMER PRODUCTS & SERVICES -- 3.0%
    Bausch & Lomb, Inc. ................      380        26,006
    Clorox Co. .........................      680        34,255
    Colgate-Palmolive Co. ..............      870        56,550
    Gillette Co. .......................      670        27,596
    Procter & Gamble Co. ...............    1,060       116,136
                                                     ----------
                                                        260,543
                                                     ----------
</TABLE>

<TABLE>
<CAPTION>
                                           SHARES      VALUE
                                           ------      -----
<S>                                       <C>        <C>
ELECTRONIC COMPONENTS & EQUIPMENT -- 3.6%
    Emerson Electric Co. ...............      800    $   45,900
    General Electric Co. ...............    1,590       246,052
    STMicroelectronics NV...............      150        22,716
                                                     ----------
                                                        314,668
                                                     ----------
ENTERTAINMENT & LEISURE -- 1.3%
    Carnival Corp. .....................      280        13,388
    Time Warner, Inc. ..................    1,380        99,963
                                                     ----------
                                                        113,351
                                                     ----------
FINANCIAL-BANK & TRUST -- 4.6%
    Bank of America Corp. ..............    1,060        53,199
    Bank One Corp. .....................    1,010        32,383
    Comerica, Inc. .....................      280        13,073
    Northern Trust Corp. ...............    1,200        63,600
    State Street Boston Corp. ..........    1,060        77,446
    U.S. Bancorp........................    2,430        57,864
    Wells Fargo & Co. ..................    2,560       103,520
                                                     ----------
                                                        401,085
                                                     ----------
FINANCIAL SERVICES -- 3.0%
    American Express Co. ...............      240        39,900
    Associates First Capital Corp.
      Cl-A..............................      270         7,408
    AXA Financial, Inc. ................      730        24,729
    Citigroup, Inc. ....................      950        52,784
    Freddie Mac.........................    1,210        56,945
    MBIA, Inc. .........................      400        21,125
    Providian Financial Corp. ..........      280        25,498
    Reuters Group PLC [ADR].............      380        30,709
                                                     ----------
                                                        259,098
                                                     ----------
FOOD -- 3.3%
    Bestfoods, Inc. ....................      310        16,294
    Kroger Co.*.........................    4,050        76,444
    Nabisco Holdings Corp. Cl-A.........      580        18,343
    Quaker Oats Co. ....................      800        52,500
    Ralston Purina Group................      460        12,823
    Safeway, Inc.*......................    3,110       110,599
                                                     ----------
                                                        287,003
                                                     ----------
HEALTHCARE SERVICES -- 0.5%
    United HealthCare Corp. ............      800        42,500
                                                     ----------
INSURANCE -- 3.4%
    Allstate Corp. .....................      470        11,280
    American International Group,
      Inc. .............................      700        75,688
    Lincoln National Corp. .............    1,260        50,400
    Marsh & McLennan Companies, Inc.....      350        33,491
    The Hartford Financial Services
      Group, Inc. ......................    2,200       104,224
    Torchmark Corp. ....................      670        19,472
                                                     ----------
                                                        294,555
                                                     ----------
MACHINERY & EQUIPMENT -- 0.4%
    Deere & Co. ........................      600        26,025
    Grainger, (W.W.), Inc. .............      240        11,475
                                                     ----------
                                                         37,500
                                                     ----------
</TABLE>

AST MFS GROWTH WITH INCOME PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           SHARES      VALUE
                                           ------      -----
<S>                                       <C>        <C>
MEDICAL SUPPLIES & EQUIPMENT -- 2.1%
    Guidant Corp.* .....................      720    $   33,840
    Johnson & Johnson Co. ..............      400        37,250
    Medtronic, Inc. ....................    3,030       110,406
                                                     ----------
                                                        181,496
                                                     ----------
OIL & GAS -- 5.3%
    BP Amoco PLC [ADR]..................    2,370       140,570
    Chevron Corp. ......................      350        30,319
    Coastal Corp. ......................      870        30,831
    Conoco, Inc. Cl-B...................    1,900        47,263
    Exxon Mobil Corp. ..................    2,392       192,705
    Unocal Corp. .......................      660        22,151
                                                     ----------
                                                        463,839
                                                     ----------
PHARMACEUTICALS -- 3.8%
    American Home Products Corp. .......    1,230        48,508
    Bristol-Meyers Squibb Co. ..........    1,410        90,505
    Pfizer, Inc. .......................    2,050        66,497
    Pharmacia & Upjohn, Inc. ...........    1,350        60,750
    Schering-Plough Corp. ..............      870        36,703
    Warner-Lambert Co. .................      400        32,775
                                                     ----------
                                                        335,738
                                                     ----------
PRINTING & PUBLISHING -- 3.1%
    Gannett Co., Inc. ..................    1,530       124,790
    New York Times Co. .................    1,580        77,618
    Tribune Co. ........................    1,320        72,683
                                                     ----------
                                                        275,091
                                                     ----------
RESTAURANTS -- 0.5%
    McDonald's Corp. ...................    1,040        41,925
                                                     ----------
RETAIL & MERCHANDISING -- 4.6%
    CVS Corp. ..........................    1,650        65,897
    Dayton-Hudson Corp.* ...............      780        57,281
    Home Depot, Inc. ...................    1,050        71,991
    TJX Companies, Inc. ................    2,270        46,393
    Wal-Mart Stores, Inc. ..............    2,390       165,209
                                                     ----------
                                                        406,771
                                                     ----------
SEMICONDUCTORS -- 3.7%
    Intel Corp. ........................    2,040       167,918
    Motorola, Inc. .....................      780       114,855
    National Semiconductor Corp.*.......      900        38,531
                                                     ----------
                                                        321,304
                                                     ----------
TELECOMMUNICATIONS -- 8.9%
    Alltel Corp. .......................      610        50,439
    AT&T Corp. .........................      920        46,690
    Bell Atlantic Corp. ................    2,250       138,515
    BellSouth Corp. ....................      380        17,789
    BroadWing, Inc. ....................      920        33,925
    General Instrument Corp.*...........      240        20,400
    Lucent Technologies, Inc. ..........      750        56,109
    MCI WorldCom, Inc.*.................    1,935       102,676
    Nokia Corp. Cl-A [ADR]..............      240        45,600
</TABLE>

<TABLE>
<CAPTION>
                                           SHARES      VALUE
                                           ------      -----
<S>                                       <C>        <C>
    Nortel Networks Corp. ..............      750    $   75,750
    SBC Communications, Inc. ...........    1,900        92,625
    Sprint Corp. (FON Group)............    1,100        74,044
    Sprint Corp. (PCS Group)*...........      320        32,800
                                                     ----------
                                                        787,362
                                                     ----------
TRANSPORTATION -- 0.5%
    Canadian National Railway Co........    1,138        29,944
    United Parcel Service, Inc. Cl-B....      150        10,350
                                                     ----------
                                                         40,294
                                                     ----------
UTILITIES -- 2.5%
    CMS Energy Corp. ...................      640        19,960
    Duke Energy Corp. ..................      670        33,584
    FirstEnergy Corp. ..................      700        15,881
    Nisource, Inc. .....................      860        15,373
    PECO Energy Co. ....................    1,300        45,175
    Pinnacle West Capital Co. ..........      750        22,922
    Texas Utilities Co. ................    1,660        59,033
    Unicom Corp. .......................      310        10,385
                                                     ----------
                                                        222,313
                                                     ----------
TOTAL COMMON STOCK
  (Cost $6,602,667).....................              6,854,563
                                                     ----------
FOREIGN STOCK -- 3.1%
CHEMICALS -- 0.3%
    AKZO Nobel NV -- (NLG)..............      610        30,595
                                                     ----------
CONGLOMERATES -- 0.4%
    Hitachi Ltd. -- (JPY)...............    2,000        32,103
                                                     ----------
FINANCIAL-BANK & TRUST -- 0.3%
    Bank of Ireland -- (IEP)*...........    3,680        29,280
                                                     ----------
INSURANCE -- 0.3%
    AXA SA -- (FRF).....................      200        27,878
                                                     ----------
MACHINERY & EQUIPMENT -- 1.2%
    Mannesmann AG -- (DEM)..............      380        92,005
                                                     ----------
PHARMACEUTICALS -- 0.3%
    AstraZeneca Group PLC -- (GBP)......      630        26,133
                                                     ----------
TELECOMMUNICATIONS -- 0.3%
    KPN NV -- (NLG).....................      310        30,254
                                                     ----------
TOTAL FOREIGN STOCK
  (Cost $248,755).......................                268,248
                                                     ----------
<CAPTION>
                                            PAR
                                           (000)
                                          --------
<S>                                       <C>        <C>
CORPORATE OBLIGATIONS -- 0.5%
TELECOMMUNICATIONS
    Cable & Wireless Communications 144A
      4.25%, 09/15/05...................  $    11        13,654
    NTL, Inc. 144A
      5.75%, 12/15/09...................       30        32,400
                                                     ----------
  (Cost $43,316)........................                 46,054
                                                     ----------
</TABLE>

AST MFS GROWTH WITH INCOME PORTFOLIO
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                           SHARES      VALUE
                                          --------   ----------
<S>                                       <C>        <C>
SHORT-TERM INVESTMENTS -- 9.0%
    Temporary Investment Cash Fund......  392,918    $  392,918
    Temporary Investment Fund...........  392,918       392,918
                                                     ----------
    (Cost $785,836).....................                785,836
                                                     ----------
TOTAL INVESTMENTS -- 90.8%
  (Cost $7,680,574).....................              7,954,701
OTHER ASSETS LESS LIABILITIES -- 9.2%...                802,588
                                                     ----------
NET ASSETS -- 100.0%....................             $8,757,289
                                                     ==========
</TABLE>

Foreign currency exchange contracts outstanding at December 31, 1999:

<TABLE>
<CAPTION>
                                         IN
SETTLEMENT               CONTRACTS    EXCHANGE   CONTRACTS    UNREALIZED
  MONTH      TYPE        TO RECEIVE     FOR      AT VALUE    DEPRECIATION
-------------------------------------------------------------------------
<S>          <C>    <C>  <C>          <C>        <C>         <C>
01/00        Buy    GBP     5,556     $ 8,991     $ 8,975        $ 16
01/00        Buy    EUR    10,013      10,183      10,088          95
                                      -------     -------        ----
                                      $19,174     $19,063        $111
                                      =======     =======        ====
</TABLE>

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

Definitions of abbreviations are included following the Schedules of
Investments.

* Non-income producing security.

144A -- Security was purchased pursuant to Rule 144A under the Securities Act of
        1933 and may not be resold subject to that rule except to qualified
        institutional buyers. At the end of the year, these securities amounted
        to 0.5% of net assets.

See Notes to Financial Statements.


DEFINITION OF ABBREVIATIONS
--------------------------------------------------------------------------------

THE FOLLOWING ABBREVIATIONS ARE USED THROUGHOUT THE SCHEDULES OF INVESTMENTS:

SECURITY DESCRIPTIONS:
-----------------------
ADR-American Depositary Receipt
BRB-Brady Bond
CVT-Convertible Security
FDR-Federal Depositary Receipt
FRB-Floating Rate Bond (1)
FRN-Floating Rate Note (1)
GDR-Global Depositary Receipt
IO-Interest Only Security
PIK-Payment in Kind Security
REIT-Real Estate Investment Trust
STEP-Stepped Coupon Bond (2)
TBA-To be Announced Security
VR-Variable Rate Bond (1)
ZCB-Zero Coupon Bond (2)
(1)- Rates shown for variable and floating rate securities are the coupon rates
    as of December 31, 1999.
(2)- Rates shown are the effective yields at purchase date.
COUNTRIES/CURRENCIES:
-----------------------
AUD-Australia/Australian Dollar
BEF-Belgium/Belgian Franc
CAD-Canada/Canadian Dollar
CHF-Switzerland/Swiss Franc
DEM-Germany/German Deutschemark
DKK-Denmark/Danish Krone
ESP-Spain/Spanish Peseta
EUR-Europe/Euro Currency
FIM-Finland/Finnish Markka
FRF-France/French Franc
GBP-United Kingdom/British Pound
HKD-Hong Kong/Hong Kong Dollar
IDR-Indonesia/Indonesian Rupiah
IEP-Ireland/Irish Punt
ITL-Italy/Italian Lira
JPY-Japan/Japanese Yen
MXP-Mexico/Mexican Peso
MYR-Malaysia/Malaysian Ringgit
NLG-Netherlands/Netherland Guilder
NOK-Norway/Norwegian Krone
NZD-New Zealand/New Zealand Dollar
SEK-Sweden/Swedish Krona
SGD-Singapore/Singapore Dollar
ZAR-South Africa/South African Rand


AMERICAN SKANDIA TRUST
STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                    -----------------------------------------------------------------------------
                                                                                      PORTFOLIO
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                               AST
                                                         AST            AST                                 NEUBERGER
                                                         AIM        LORD ABBETT      AST          AST         BERMAN       AST
                                                    INTERNATIONAL   GROWTH AND      JANCAP       MONEY       MID-CAP       AIM
                                                       EQUITY         INCOME        GROWTH       MARKET       VALUE      BALANCED
                                                    -------------   -----------   ----------   ----------   ----------   --------
<S>                                                 <C>             <C>           <C>          <C>          <C>          <C>
ASSETS
   Investments in securities at value(A)..........    $765,541      $1,498,182    $5,922,169   $2,407,897    $670,915    $494,113
   Collateral received for securities lent........          --         347,434     1,525,148           --     130,094      81,439
   Cash...........................................         951              --            26           --          --           5
   Foreign currency at value(B)...................       3,836              --            --           --          --          14
   Unrealized appreciation on foreign currency
     exchange contracts...........................          --              --            --           --          --          --
   Receivable for:
     Securities sold..............................          87              --            --           --         438       3,254
     Dividends and interest.......................       1,266           1,695         3,996        9,916         641       3,346
     Fund shares sold.............................         939           3,129         3,312           --       1,859          11
     Futures variation margin.....................          --              --            --           --          --          49
   Other assets...................................          15              10           996           10           3           3
                                                      --------      ----------    ----------   ----------    --------    --------
       TOTAL ASSETS...............................     772,635       1,850,450     7,455,647    2,417,823     803,950     582,234
                                                      --------      ----------    ----------   ----------    --------    --------
LIABILITIES
   Cash overdraft.................................          --              --            --           17          --          --
   Unrealized depreciation on foreign currency
     exchange contracts...........................          --              --            --           --          --          --
   Written options outstanding, at value..........          --              --            --           --          --         167
   Reverse repurchase agreements, at value........          --              --            --           --          --          --
   Unrealized depreciation on swap agreements.....          --              --            --           --          --          --
   Payable upon return of securities lent.........          --         347,434     1,525,148           --     130,094      81,439
   Payable for:
     Securities purchased.........................       1,010           4,056            --           --       9,113         614
     Fund shares redeemed.........................         116               5         3,861           --          --          96
     Futures variation margin.....................          --              --            --           --          --          --
     Advisory fees................................         527             469         2,301           86         277         163
     Shareholder servicing fees...................          60             132           487          183          54          41
     Accrued dividends............................          --              --            --        8,337          --          --
   Accrued expenses and other liabilities.........         410              48            72           43          29         143
                                                      --------      ----------    ----------   ----------    --------    --------
       TOTAL LIABILITIES..........................       2,123         352,144     1,531,869        8,666     139,567      82,663
                                                      --------      ----------    ----------   ----------    --------    --------
NET ASSETS........................................    $770,512      $1,498,306    $5,923,778   $2,409,157    $664,383    $499,571
                                                      ========      ==========    ==========   ==========    ========    ========
COMPONENTS OF NET ASSETS
Common stock (unlimited number of shares
 authorized, $.001 par value per share)...........    $     23      $       64    $      107   $    2,409    $     50    $     33
Additional paid-in capital........................     387,722       1,105,583     2,524,935    2,406,740     654,535     381,901
Undistributed net investment income (loss)........      (4,783)         14,653         6,441           --       2,290       9,725
Accumulated net realized gain (loss) on
 investments......................................     100,905         169,139       473,955            8      (2,663)     36,028
Accumulated net unrealized appreciation
 (depreciation) on investments....................     286,645         208,867     2,918,340           --      10,171      71,884
                                                      --------      ----------    ----------   ----------    --------    --------
NET ASSETS........................................    $770,512      $1,498,306    $5,923,778   $2,409,157    $664,383    $499,571
                                                      ========      ==========    ==========   ==========    ========    ========
Shares of common stock outstanding................      22,510          63,750       107,291    2,409,148      49,879      32,780
Net asset value, offering and redemption price per
 share............................................    $  34.23      $    23.50    $    55.21   $     1.00    $  13.32    $  15.24
                                                      ========      ==========    ==========   ==========    ========    ========
(A) Investments at cost...........................    $478,866      $1,289,315    $3,004,795   $2,407,897    $660,744    $423,011
                                                      ========      ==========    ==========   ==========    ========    ========
(B) Foreign currency at cost......................    $  3,824      $       --    $       --   $       --    $     --    $     13
                                                      ========      ==========    ==========   ==========    ========    ========
</TABLE>

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

See Notes to Financial Statements.


<TABLE>
<CAPTION>
 ----------------------------------------------------------------------------------------------------------
                                                 PORTFOLIO
 ----------------------------------------------------------------------------------------------------------
                              AST                                      AST             AST           AST
    AST          AST         PIMCO         AST          AST          T. ROWE         T. ROWE      NEUBERGER
 FEDERATED     T. ROWE       TOTAL       INVESCO       JANUS          PRICE           PRICE        BERMAN
   HIGH      PRICE ASSET     RETURN       EQUITY     SMALL-CAP    INTERNATIONAL   INTERNATIONAL    MID-CAP
   YIELD     ALLOCATION       BOND        INCOME       GROWTH        EQUITY           BOND         GROWTH
 ---------   -----------   ----------   ----------   ----------   -------------   -------------   ---------
 <S>         <C>           <C>          <C>          <C>          <C>             <C>             <C>
 $612,406     $456,047     $1,145,586   $1,042,257   $1,437,941     $500,245        $129,061      $406,920
   24,630       59,449             --     128,217      272,041            --              --       130,028
        1           --            709          --           --        15,510           5,540             1
       --           --             --          --           --         1,350               1            --
       --           --             13          --           --            --              73            --
       --           --             --          --        3,963            --              --         1,455
   11,325        2,672          9,558       5,296          262           728           3,358           118
      296          588              3       1,164        2,014            26             612           303
       --           --             --          --           --            --              --            --
        5            3              9          13            3             4              --             2
 --------     --------     ----------   ----------   ----------     --------        --------      --------
  648,663      518,759      1,155,878   1,176,947    1,716,224       517,863         138,645       538,827
 --------     --------     ----------   ----------   ----------     --------        --------      --------
       --            3             --          --            6            --              --            --
       --           --             --          --           --            --             161            --
       --           --          1,144          --           --            --              --            --
       --           --         37,658          --           --            --              --            --
       --           --            396          --           --            --              --            --
   24,630       59,449             --     128,217      272,041            --              --       130,028
       --       11,555        109,070          --          128            --              --        14,252
       37           12            633         214          222           524              --            28
       --           --            809          --           --            --              --            --
      151          108            231         331          457           344              48           132
       53           37             85          89          108           135              11            31
       --           --             --          --           --            --              --            --
        4           53             89          32           51            36             281            31
 --------     --------     ----------   ----------   ----------     --------        --------      --------
   24,875       71,217        150,115     128,883      273,013         1,039             501       144,502
 --------     --------     ----------   ----------   ----------     --------        --------      --------
 $623,788     $447,542     $1,005,763   $1,048,064   $1,443,211     $516,824        $138,144      $394,325
 ========     ========     ==========   ==========   ==========     ========        ========      ========
 $     52     $     24     $       92   $      56    $      34      $     31        $     14      $     16
  630,587      335,750      1,013,331     801,266      692,944       303,019         146,445       233,433
   57,676       10,606         51,464      20,133       (3,889)         (382)          7,735        (2,652
   (7,139)       3,958        (25,126)     78,942      139,249        48,217          (7,483)       12,584
  (57,388)      97,204        (33,998)    147,667      614,873       165,939          (8,567)      150,944
 --------     --------     ----------   ----------   ----------     --------        --------      --------
 $623,788     $447,542     $1,005,763   $1,048,064   $1,443,211     $516,824        $138,144      $394,325
 ========     ========     ==========   ==========   ==========     ========        ========      ========
   52,319       23,735         91,543      56,186       33,870        30,998          14,393        16,408
 $  11.92     $  18.86     $    10.99   $   18.65    $   42.61      $  16.67        $   9.60      $  24.03
 ========     ========     ==========   ==========   ==========     ========        ========      ========
 $669,794     $358,842     $1,174,464   $ 894,590    $ 823,068      $334,284        $137,453      $255,976
 ========     ========     ==========   ==========   ==========     ========        ========      ========
 $     --     $     --     $       --   $      --    $      --      $  1,351        $      1      $     --
 ========     ========     ==========   ==========   ==========     ========        ========      ========
</TABLE>

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


AMERICAN SKANDIA TRUST
STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                            ---------------------------------------------------------------------
                                                                                          PORTFOLIO
---------------------------------------------------------------------------------------------------------------------------------
                                                                          AST        AST                                   AST
                                                                        T. ROWE     PIMCO         AST          AST       AMERICAN
                                                              AST        PRICE     LIMITED    OPPENHEIMER     JANUS      CENTURY
                                                            FOUNDERS    NATURAL    MATURITY    LARGE-CAP     OVERSEAS    INCOME &
                                                            PASSPORT   RESOURCES     BOND       GROWTH        GROWTH      GROWTH
                                                            --------   ---------   --------   -----------   ----------   --------
<S>                                                         <C>        <C>         <C>        <C>           <C>          <C>
ASSETS
   Investments in securities at value(A)..................  $227,894   $103,900    $418,101    $364,191     $1,546,503   $356,441
   Collateral received for securities lent................       --      21,980         --      111,632             --     88,952
   Cash...................................................      405          32        472           --          1,260        466
   Foreign currency at value(B)...........................      803          33         --           --              1         --
   Unrealized appreciation on foreign currency exchange
     contracts............................................        5          --         11           --          6,811         --
   Receivable for:
     Securities sold......................................      722         118         --           --          3,821      1,981
     Dividends and interest...............................       54         202      4,236          195            651        427
     Fund shares sold.....................................    3,778          18        254          422            991      1,487
     Futures variation margin.............................       --          --         --           --             --         22
   Other assets...........................................        1           1          4            2             --          2
                                                            --------   --------    --------    --------     ----------   --------
       TOTAL ASSETS.......................................  233,662     126,284    423,078      476,442      1,560,038    449,778
                                                            --------   --------    --------    --------     ----------   --------
LIABILITIES
   Cash overdraft.........................................       --          --         --           --             --         --
   Unrealized depreciation on foreign currency exchange
     contracts............................................       32          --         --           --          4,418         --
   Written options outstanding, at value..................       --          --         --           --             --         --
   Reverse repurchase agreements, at value................       --          --         --           --             --         --
   Unrealized depreciation on swap agreements.............       --          --         98           --             --         --
   Payable upon return of securities lent.................       --      21,980         --      111,632             --     88,952
   Payable for:
     Securities purchased.................................   15,911       1,813     16,126           --          1,097         --
     Fund shares redeemed.................................       --         178          1          178          2,294          1
     Futures variation margin.............................       --          --         81           --             --         --
     Advisory fees........................................      167          42         97          178            653         98
     Shareholder servicing fees...........................       25           8         34           --            207         53
     Accrued dividends....................................       --          --         --           --             --         --
   Accrued expenses and other liabilities.................      130          38         37           --            324         44
                                                            --------   --------    --------    --------     ----------   --------
       TOTAL LIABILITIES..................................   16,265      24,059     16,474      111,988          8,993     89,148
                                                            --------   --------    --------    --------     ----------   --------
NET ASSETS................................................  $217,397   $102,225    $406,604    $364,454     $1,551,045   $360,630
                                                            ========   ========    ========    ========     ==========   ========
COMPONENTS OF NET ASSETS
Common stock (unlimited number of shares authorized, $.001
 par value per share).....................................  $     9    $      8    $    38     $     19     $       62   $     23
Additional paid-in capital................................  100,557     100,285    392,943      238,994        829,519    294,563
Undistributed net investment income (loss)................     (191)      1,133     20,624       (3,290)          (894)     2,121
Accumulated net realized gain (loss) on investments.......   57,245      (1,541)    (1,803)      32,761          3,006     20,595
Accumulated net unrealized appreciation (depreciation) on
 investments..............................................   59,777       2,340     (5,198)      95,970        719,352     43,328
                                                            --------   --------    --------    --------     ----------   --------
NET ASSETS................................................  $217,397   $102,225    $406,604    $364,454     $1,551,045   $360,630
                                                            ========   ========    ========    ========     ==========   ========
Shares of common stock outstanding........................    8,827       7,768     37,518       19,230         61,796     23,045
Net asset value, offering and redemption price per
 share....................................................  $ 24.63    $  13.16    $ 10.84     $  18.95     $    25.10   $  15.65
                                                            ========   ========    ========    ========     ==========   ========
(A) Investments at cost...................................  $168,028   $101,560    $422,995    $268,221     $  829,526   $313,527
                                                            ========   ========    ========    ========     ==========   ========
(B) Foreign currency at cost..............................  $   830    $     32    $    --     $     --     $        1   $     --
                                                            ========   ========    ========    ========     ==========   ========
</TABLE>

--------------------------------------------------------------------------------

See Notes to Financial Statements.


<TABLE>
<CAPTION>
 ---------------------------------------------------------------------------------------
                                        PORTFOLIO
 ---------------------------------------------------------------------------------------
    AST           AST            AST                                 AST         AST
 AMERICAN      AMERICAN        T. ROWE        AST         AST       LORD       BANKERS
  CENTURY       CENTURY      PRICE SMALL    MARSICO     COHEN &    ABBETT       TRUST
 STRATEGIC   INTERNATIONAL     COMPANY      CAPITAL     STEERS    SMALL CAP    MANAGED
 BALANCED       GROWTH          VALUE        GROWTH     REALTY      VALUE     INDEX 500
 ---------   -------------   -----------   ----------   -------   ---------   ----------
 <S>         <C>             <C>           <C>          <C>       <C>         <C>
               $154,892       $260,383     $1,716,698   $58,822    $75,453     $622,385
 $215,989
                     --          5,047        415,385    3,206       6,338      135,957
   44,751
                     --             --             --       --          --       14,242
       36
                     --             --             --       --          --           --
       --
                      2             --             --       --          --           --
       --
                     60            146         19,960      222       1,008          186
      554
                    142            433            634      393          28          736
    1,256
                    587            763          2,818       43         175           10
      659
                     --             --             --       --          --          141
        3
                     --              2              8       --          --            3
        1
               --------       --------     ----------   -------    -------     --------
 --------
                155,683        266,774      2,155,503   62,686      83,002      773,660
  263,249
               --------       --------     ----------   -------    -------     --------
 --------
                    831             --         15,564      212          --           --
       --
                     --             --             --       --          --           --
       --
                     --             --             --       --          --           --
       --
                     --             --             --       --          --           --
       --
                     --             --             --       --          --           --
       --
                     --          5,047        415,385    3,206       6,338      135,957
   44,751
                    389             62             --    2,053       2,428          262
    1,626
                     --              9              6      480          --        3,685
        1
                     --             --             --       --          --           --
       --
                    122            113            625       27          30          104
       84
                     21             22            141        8           6           53
       18
                     --             --             --       --          --           --
       --
                     94             28             46        3           8           32
       21
               --------       --------     ----------   -------    -------     --------
 --------
                  1,457          5,281        431,767    5,989       8,810      140,093
   46,501
               --------       --------     ----------   -------    -------     --------
 --------
               $154,226       $261,493     $1,723,736   $56,697    $74,192     $633,567
 $216,748
               ========       ========     ==========   =======    =======     ========
 ========
               $      7       $     23     $       80   $    7     $     7     $     42
 $     14
                 87,000        282,860      1,114,117   62,084      70,562      519,045
  183,858
                   (417)         1,922         (2,581)   2,577        (247)       3,516
    3,149
                  5,477         14,221         46,480   (3,193)     (2,284)      35,107
   12,446
                 62,159        (37,533)       565,640   (4,778)      6,154       75,857
   17,281
               --------       --------     ----------   -------    -------     --------
 --------
               $154,226       $261,493     $1,723,736   $56,697    $74,192     $633,567
 $216,748
               ========       ========     ==========   =======    =======     ========
 ========
                  6,884         22,950         79,675    6,783       6,824       42,358
   14,166
               $  22.40       $  11.39     $    21.63   $ 8.36     $ 10.87     $  14.96
 $  15.30
               ========       ========     ==========   =======    =======     ========
 ========
               $ 92,730       $297,916     $1,151,060   $63,600    $69,299     $548,431
 $198,757
               ========       ========     ==========   =======    =======     ========
 ========
               $     --       $     --     $       --   $   --     $    --     $     --
 $     --
               ========       ========     ==========   =======    =======     ========
 ========
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST
STATEMENTS OF ASSETS AND LIABILITIES

DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                              -----------------------------------------------
                                                                                 PORTFOLIO
-------------------------------------------------------------------------------------------------------------
                                                                             AST                      AST
                                                                 AST         MFS         AST          MFS
                                                               KEMPER      GLOBAL        MFS      GROWTH WITH
                                                              SMALL-CAP    EQUITY      GROWTH       INCOME
                                                               GROWTH     PORTFOLIO   PORTFOLIO    PORTFOLIO
                                                              ---------   ---------   ---------   -----------
<S>                                                           <C>         <C>         <C>         <C>
ASSETS
   Investments in securities at value(A)....................  $845,508     $1,217      $4,647       $7,955
   Collateral received for securities lent..................   140,177         --          --           --
   Cash.....................................................        --         55         113          388
   Foreign currency at value(B).............................        --         --          --           --
   Unrealized appreciation on foreign currency exchange
     contracts..............................................        --         --          --           --
   Receivable for:
     Securities sold........................................        --          4          12           --
     Dividends and interest.................................        97          1           2            6
     Fund shares sold.......................................        --         16         248          429
     Futures variation margin...............................        --         --          --           --
   Unrealized appreciation on interest rate swap
     agreements.............................................        --         --          --           --
   Other assets.............................................         1         --          --           --
                                                              --------     ------      ------       ------
       TOTAL ASSETS.........................................   985,783      1,293       5,022        8,778
                                                              --------     ------      ------       ------
LIABILITIES
   Cash overdraft...........................................        --         --          --           --
   Unrealized depreciation on foreign currency exchange
     contracts..............................................        --         --          --           --
   Written options outstanding, at value....................        --         --          --           --
   Reverse repurchase agreements, at value..................        --         --          --           --
   Unrealized depreciation on swap agreements...............        --         --          --           --
   Payable upon return of securities lent...................   140,177         --          --           --
   Payable for:
     Securities purchased...................................        --         --         153           19
     Fund shares redeemed...................................     3,217         --          --           --
     Futures variation margin...............................        --         --          --           --
     Advisory fees..........................................       298         --           1           --
     Shareholder servicing fees.............................        66         --          --            1
     Accrued dividends......................................        --         --          --           --
   Accrued expenses and other liabilities...................        41          2          --            1
                                                              --------     ------      ------       ------
       TOTAL LIABILITIES....................................   143,799          2         154           21
                                                              --------     ------      ------       ------
NET ASSETS..................................................  $841,984     $1,291      $4,868       $8,757
                                                              ========     ======      ======       ======
COMPONENTS OF NET ASSETS
Common stock (unlimited number of shares authorized, $.001
 par value per share).......................................  $     54     $   --      $   --       $    1
Additional paid-in capital..................................   456,906      1,183       4,501        8,474
Undistributed net investment income (loss)..................    (2,787)         1           3           11
Accumulated net realized gain (loss) on investments.........    51,910          2          (6)          (3)
Accumulated net unrealized appreciation (depreciation) on
 investments................................................   335,901        105         370          274
                                                              --------     ------      ------       ------
NET ASSETS..................................................  $841,984     $1,291      $4,868       $8,757
                                                              ========     ======      ======       ======
Shares of common stock outstanding..........................    54,019        117         431          832
Net asset value, offering and redemption price per share....  $  15.59     $11.03      $11.30       $10.52
                                                              ========     ======      ======       ======
(A) Investments at cost.....................................  $509,607     $1,113      $4,277       $7,681
                                                              ========     ======      ======       ======
(B) Foreign currency at cost................................  $     --     $   --      $   --       $   --
                                                              ========     ======      ======       ======
</TABLE>

--------------------------------------------------------------------------------

See Notes to Financial Statements.


                      (This page intentionally left blank)


AMERICAN SKANDIA TRUST
STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                        -------------------------------------------------------------------------
                                                                                        PORTFOLIO
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                AST
                                                             AST            AST                              NEUBERGER
                                                             AIM        LORD ABBETT      AST         AST      BERMAN       AST
                                                        INTERNATIONAL   GROWTH AND      JANCAP      MONEY     MID-CAP      AIM
                                                           EQUITY         INCOME        GROWTH     MARKET      VALUE     BALANCED
                                                        -------------   -----------   ----------   -------   ---------   --------
<S>                                                     <C>             <C>           <C>          <C>       <C>         <C>
INVESTMENT INCOME
   Interest...........................................    $  1,096       $  2,667     $   38,357   $81,228    $   550    $11,980
   Dividends..........................................       6,501         24,141          9,464        --      7,595      2,432
   Foreign taxes withheld.............................        (349)          (165)            (3)       --         (5)       (18)
                                                          --------       --------     ----------   -------    -------    -------
       Total Investment Income........................       7,248         26,643         47,818    81,228      8,140     14,394
                                                          --------       --------     ----------   -------    -------    -------
EXPENSES
   Investment advisory fees...........................       4,695         10,105         38,565     7,967      4,970      3,145
   Shareholder servicing fees.........................         539          1,347          4,285     1,586        552        428
   Administration and accounting fees.................         357            490            784       513        344        328
   Custodian fees.....................................         652            152            304       150         70        259
   Distribution fees..................................          84            440            233        --        261         37
   Audit and legal fees...............................          10             26             76        27         10          8
   Trustees' fees.....................................           5             14             44        16          5          4
   Insurance expenses.................................           3              9             27        10          3          3
   Miscellaneous expenses.............................          17             21            156        22          9         84
                                                          --------       --------     ----------   -------    -------    -------
       Total Expenses.................................       6,362         12,604         44,474    10,291      6,224      4,296
       Less: Advisory fee waivers and expense
         reimbursements...............................          --           (174)        (1,643)     (821)        --         --
       Less: Fees paid indirectly.....................         (84)          (440)          (233)       --       (261)       (37)
                                                          --------       --------     ----------   -------    -------    -------
       Net Expenses...................................       6,278         11,990         42,598     9,470      5,963      4,259
                                                          --------       --------     ----------   -------    -------    -------
Net Investment Income (Loss)..........................         970         14,653          5,220    71,758      2,177     10,135
                                                          --------       --------     ----------   -------    -------    -------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain (loss) on:
       Securities.....................................      99,093        171,133        474,503         8     (1,550)    37,054
       Foreign currency transactions..................      (4,143)            --          2,945        --         --        556
       Futures contracts..............................          --             --             --        --         --       (125)
       Written options contracts......................          --             --             --        --         --          1
                                                          --------       --------     ----------   -------    -------    -------
   Net realized gain (loss)...........................      94,950        171,133        477,448         8     (1,550)    37,486
                                                          --------       --------     ----------   -------    -------    -------
   Net change in unrealized appreciation
     (depreciation) on:
       Securities.....................................     206,527          9,189      1,482,346        --     (4,592)    39,770
       Futures contracts..............................          --             --             --        --         --     (2,213)
       Written options contracts......................          --             --             --        --         --       (409)
       Swap agreements................................          --             --             --        --         --         --
       Translation of assets and liabilities
         denominated in foreign currencies............       3,422             --            374        --         --        139
                                                          --------       --------     ----------   -------    -------    -------
   Net change in unrealized appreciation
     (depreciation)...................................     209,949          9,189      1,482,720        --     (4,592)    37,287
                                                          --------       --------     ----------   -------    -------    -------
   Net gain (loss) on investments.....................     304,899        180,322      1,960,168         8     (6,142)    74,773
                                                          --------       --------     ----------   -------    -------    -------
   Net Increase (Decrease) in Net Assets Resulting
     from Operations..................................    $305,869       $194,975     $1,965,388   $71,766    $(3,965)   $84,908
                                                          ========       ========     ==========   =======    =======    =======
</TABLE>

--------------------------------------------------------------------------------

See Notes to Financial Statements.


<TABLE>
<CAPTION>
     -----------------------------------------------------------------------------------------------------
                                                   PORTFOLIO
     -----------------------------------------------------------------------------------------------------
                                 AST                                  AST             AST           AST
        AST          AST        PIMCO       AST         AST         T. ROWE         T. ROWE      NEUBERGER
     FEDERATED     T. ROWE      TOTAL     INVESCO      JANUS         PRICE           PRICE        BERMAN
       HIGH      PRICE ASSET    RETURN     EQUITY    SMALL-CAP   INTERNATIONAL   INTERNATIONAL    MID-CAP
       YIELD     ALLOCATION      BOND      INCOME     GROWTH        EQUITY           BOND         GROWTH
     ---------   -----------   --------   --------   ---------   -------------   -------------   ---------
<S>  <C>         <C>           <C>        <C>        <C>         <C>             <C>             <C>
       61,620      $11,704     $ 62,599   $17,844    $  3,206      $    527        $  6,814      $    690
     $  2,025        3,359           --    11,151         252         7,921              --           394
           --         (112)          --        (8)         (8)         (692)            (20)           --
     --------      -------     --------   --------   --------      --------        --------      --------
       63,645       14,951       62,599    28,987       3,450         7,756           6,794         1,084
     --------      -------     --------   --------   --------      --------        --------      --------
        4,762        3,419        6,474     7,205       4,981         4,493           1,178         2,441
          635          402          996       961         553           449             147           271
          382          317          453       446         342           334             147           243
           60           81          192       108          58           282             130            47
           --           --           --       151          15            40              --            43
           12            7           19        18           7             9               3             5
            7            4           10        10           5             4               2             3
            4            3            6         6           3             3               1             2
          107           70           31        19          38            49              23             7
     --------      -------     --------   --------   --------      --------        --------      --------
        5,969        4,303        8,181     8,924       6,002         5,663           1,631         3,062
           --           --           --        --          --            --              --            --
           --           --           --      (151)        (15)          (40)             --           (43)
     --------      -------     --------   --------   --------      --------        --------      --------
        5,969        4,303        8,181     8,773       5,987         5,623           1,631         3,019
     --------      -------     --------   --------   --------      --------        --------      --------
       57,676       10,648       54,418    20,214      (2,537)        2,133           5,163        (1,935)
     --------      -------     --------   --------   --------      --------        --------      --------
       (7,097)       4,440      (13,779)   78,862     145,192        48,838             278        13,781
           --         (549)        (285)       --          15        (1,083)         (4,020)           --
           --           --      (16,354)       --          --            --              --            --
           --           --        1,533        --          --            --              --            --
     --------      -------     --------   --------   --------      --------        --------      --------
       (7,097)       3,891      (28,885)   78,862     145,207        47,755          (3,742)       13,781
     --------      -------     --------   --------   --------      --------        --------      --------
      (38,643)      25,502      (34,617)    2,582     550,645        83,163         (12,728)      118,263
           --           --       (2,250)       --          --            --              --            --
           --           --          733        --          --            --              --            --
           --           --          584        --          --            --              --            --
           --          (10)        (436)       --          --           (44)         (1,285)           --
     --------      -------     --------   --------   --------      --------        --------      --------
      (38,643)      25,492      (35,986)    2,582     550,645        83,119         (14,013)      118,263
     --------      -------     --------   --------   --------      --------        --------      --------
      (45,740)      29,383      (64,871)   81,444     695,852       130,874         (17,755)      132,044
     --------      -------     --------   --------   --------      --------        --------      --------
     $ 11,936      $40,031     $(10,453)  $101,658   $693,315      $133,007        $(12,592)     $130,109
     ========      =======     ========   ========   ========      ========        ========      ========
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST
STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                          -----------------------------------------------------------------------
                                                                                         PORTFOLIO
---------------------------------------------------------------------------------------------------------------------------------
                                                                        AST        AST                                   AST
                                                                      T. ROWE     PIMCO         AST         AST        AMERICAN
                                                            AST        PRICE     LIMITED    OPPENHEIMER    JANUS       CENTURY
                                                          FOUNDERS    NATURAL    MATURITY    LARGE-CAP    OVERSEAS     INCOME &
                                                          PASSPORT   RESOURCES     BOND       GROWTH       GROWTH       GROWTH
                                                          --------   ---------   --------   -----------   --------   ------------
<S>                                                       <C>        <C>         <C>        <C>           <C>        <C>
INVESTMENT INCOME
   Interest.............................................  $   256     $   200    $24,441      $   631     $  3,336     $   466
   Dividends............................................      759       1,971         --        1,095        5,623       4,072
   Foreign taxes withheld...............................      (87)        (34)        --           --         (336)         (3)
                                                          -------     -------    -------      -------     --------     -------
       Total Investment Income..........................      928       2,137     24,441        1,726        8,623       4,535
                                                          -------     -------    -------      -------     --------     -------
EXPENSES
   Investment advisory fees.............................    1,223         847      2,495        2,537        8,285       1,863
   Shareholder servicing fees...........................      122          94        384          282          829         247
   Administration and accounting fees...................      122          95        309          249          416         228
   Custodian fees.......................................      100          43         81           58          514          60
   Distribution fees....................................       --           3         --           --           48          --
   Audit and legal fees.................................        2           2          7            5           14           4
   Trustees' fees.......................................        1           1          4            3            8           2
   Insurance expenses...................................        1           1          2            2            5           2
   Miscellaneous expenses...............................       11           9         20            7           37           8
                                                          -------     -------    -------      -------     --------     -------
       Total Expenses...................................    1,582       1,095      3,302        3,143       10,156       2,414
       Less: Advisory fee waivers and expense
         reimbursements.................................       --          --         --           --           --          --
       Less: Fees paid indirectly.......................       --          (3)        --           --          (48)         --
                                                          -------     -------    -------      -------     --------     -------
       Net Expenses.....................................    1,582       1,092      3,302        3,143       10,108       2,414
                                                          -------     -------    -------      -------     --------     -------
Net Investment Income (Loss)............................     (654)      1,045     21,139       (1,417)      (1,485)      2,121
                                                          -------     -------    -------      -------     --------     -------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain (loss) on:
       Securities.......................................  61,876..     (1,351)    (1,037)      32,038       32,559      21,131
       Foreign currency transactions....................     (980)        (62)       228           --       (2,330)         --
       Futures contracts................................       --          --     (1,296)          --           --        (160)
       Written options contracts........................       --          --        213           --           --          --
                                                          -------     -------    -------      -------     --------     -------
   Net realized gain (loss).............................   60,896      (1,413)    (1,892)      32,038       30,229      20,971
                                                          -------     -------    -------      -------     --------     -------
   Net change in unrealized appreciation (depreciation)
     on:
       Securities.......................................   36,139      20,107     (5,732)      60,401      625,107      30,631
       Futures contracts................................       --          --       (142)          --           --         414
       Written options contracts........................       --          --       (113)          --           --          --
       Swap agreements..................................       --          --        128           --           --          --
       Translation of assets and liabilities denominated
         in foreign currencies..........................      (62)         (1)      (133)          --        4,789          --
                                                          -------     -------    -------      -------     --------     -------
   Net change in unrealized appreciation
     (depreciation).....................................   36,077      20,106     (5,992)      60,401      629,896      31,045
                                                          -------     -------    -------      -------     --------     -------
   Net gain (loss) on investments.......................   96,973      18,693     (7,884)      92,439      660,125      52,016
                                                          -------     -------    -------      -------     --------     -------
   Net Increase (Decrease) in Net Assets Resulting from
     Operations.........................................  $96,319     $19,738    $13,255      $91,022     $658,640     $54,137
                                                          =======     =======    =======      =======     ========     =======
</TABLE>

--------------------------------------------------------------------------------

See Notes to Financial Statements.


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                     PORTFOLIO
------------------------------------------------------------------------------------
   AST           AST            AST                               AST         AST
AMERICAN      AMERICAN        T. ROWE       AST        AST       LORD       BANKERS
 CENTURY       CENTURY      PRICE SMALL   MARSICO    COHEN &    ABBETT       TRUST
STRATEGIC   INTERNATIONAL     COMPANY     CAPITAL    STEERS    SMALL CAP    MANAGED
BALANCED       GROWTH          VALUE       GROWTH    REALTY      VALUE     INDEX 500
---------   -------------   -----------   --------   -------   ---------   ---------
<S>         <C>             <C>           <C>        <C>       <C>         <C>
 $ 3,791       $   165       $    547     $  2,771   $2,975     $  164      $ 1,910
   1,215         1,069          4,382        5,912       98        329        5,369
     (11)          (59)            --         (194)      (2)        --          (12)
 -------       -------       --------     --------   -------    ------      -------
   4,995         1,175          4,929        8,489    3,071        493        7,267
 -------       -------       --------     --------   -------    ------      -------
   1,400           992          2,529        9,436      495        532        2,857
     165            99            281        1,048       49         56          476
     164           106            249          451       63         75          180
      66           270             46          113       13         26          124
      --            --             --          174        3         --           --
       3             2              6           18        1          1            8
       2             1              3           10       --          1            5
       1             1              2            7       --         --            3
      10            22              8           16        4          4           25
 -------       -------       --------     --------   -------    ------      -------
   1,811         1,493          3,124       11,273      628        695        3,678
      --            --             --           --       --         --           73
      --            --             --         (174)      (3)        --           --
 -------       -------       --------     --------   -------    ------      -------
   1,811         1,493          3,124       11,099      625        695        3,751
 -------       -------       --------     --------   -------    ------      -------
   3,184          (318)         1,805       (2,610)   2,446       (202)       3,516
 -------       -------       --------     --------   -------    ------      -------
  12,554         7,867         14,768       45,888   (2,514)       255       40,358
      78           105             --            1       --         --           --
      --            --             --           --       --         --           --
      --            --             --        7,128       --         --           --
 -------       -------       --------     --------   -------    ------      -------
  12,632         7,972         14,768       53,167   (2,514)       255       40,358
 -------       -------       --------     --------   -------    ------      -------
   4,720        53,767        (16,127)     478,642     (181)     5,624       45,339
      46            --             --           --       --         --        1,905
      --            --             --           --       --         --           --
      --            --             --           --       --         --           --
       1            35             --            2       --         --           --
 -------       -------       --------     --------   -------    ------      -------
   4,767        53,802        (16,127)     478,644     (181)     5,624       47,244
 -------       -------       --------     --------   -------    ------      -------
  17,399        61,774         (1,359)     531,811   (2,695)     5,879       87,602
 -------       -------       --------     --------   -------    ------      -------
 $20,583       $61,456       $    446     $529,201   $ (249)    $5,677      $91,118
 =======       =======       ========     ========   =======    ======      =======
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST
STATEMENTS OF OPERATIONS

FOR THE PERIOD ENDED DECEMBER 31, 1999
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                              ----------------------------------------------------------
                                                                                      PORTFOLIO
------------------------------------------------------------------------------------------------------------------------
                                                                                AST                             AST
                                                                 AST            MFS             AST             MFS
                                                                KEMPER         GLOBAL           MFS         GROWTH WITH
                                                              SMALL-CAP        EQUITY          GROWTH          INCOME
                                                              GROWTH(1)     PORTFOLIO(2)    PORTFOLIO(2)    PORTFOLIO(2)
                                                              ----------    ------------    ------------    ------------
<S>                                                           <C>           <C>             <C>             <C>
INVESTMENT INCOME
   Interest.................................................   $  1,840         $  3            $  1            $  6
   Dividends................................................        104            1               8              15
   Foreign tax withholding..................................         --           --              --              --
                                                               --------         ----            ----            ----
       Total Investment Income..............................      1,944            4               9              21
                                                               --------         ----            ----            ----
EXPENSES
   Investment advisory fees.................................      3,958            2               4               7
   Shareholder servicing fees...............................        417           --              --               1
   Administration and accounting fees.......................        259           --              --               1
   Custodian fees...........................................         80            1               1              --
   Distribution fees........................................         14           --              --              --
   Audit and legal fees.....................................          6           --              --              --
   Trustees' fees...........................................          4           --              --              --
   Insurance expenses.......................................          2           --              --              --
   Miscellaneous expenses...................................          5            1               1               1
                                                               --------         ----            ----            ----
       Total Expenses.......................................      4,745            4               6              10
       Less: Advisory fee waivers and expense
         reimbursements.....................................         --           (1)             --              --
       Less: Fees paid indirectly...........................        (14)          --              --              --
                                                               --------         ----            ----            ----
       Net Expenses.........................................      4,731            3               6              10
                                                               --------         ----            ----            ----
Net Investment Income (Loss)................................     (2,787)           1               3              11
                                                               --------         ----            ----            ----
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
   Net realized gain (loss) on:
       Securities...........................................     56,296            2              (6)             (3)
       Foreign currency transactions........................         --           --              --              --
       Futures contracts....................................     (4,386)          --              --              --
       Written options contracts............................         --           --              --              --
                                                               --------         ----            ----            ----
   Net realized gain (loss).................................     51,910            2              (6)             (3)
                                                               --------         ----            ----            ----
   Net change in unrealized appreciation (depreciation) on:
       Securities...........................................    335,901          105             370             274
       Futures contracts....................................         --           --              --              --
       Written options contracts............................         --           --              --              --
       Swap agreements......................................         --           --              --              --
       Translation of assets and liabilities denominated in
         foreign currencies.................................         --           --              --              --
                                                               --------         ----            ----            ----
   Net change in unrealized appreciation (depreciation).....    335,901          105             370             274
                                                               --------         ----            ----            ----
   Net gain (loss) on investments...........................    387,811          107             364             271
                                                               --------         ----            ----            ----
   Net Increase (Decrease) in Net Assets Resulting from
     Operations.............................................   $385,024         $108            $367            $282
                                                               ========         ====            ====            ====
</TABLE>

--------------------------------------------------------------------------------
(1) Commenced operations on January 4, 1999.

(2) Commenced operations on October 18, 1999.

See Notes to Financial Statements.


                      (This page intentionally left blank)


AMERICAN SKANDIA TRUST
STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED DECEMBER 31,
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                       --------------------------------------------------------------------------
                                                                                       PORTFOLIO
---------------------------------------------------------------------------------------------------------------------------------
                                                              AST AIM              AST LORD ABBETT
                                                       INTERNATIONAL EQUITY       GROWTH AND INCOME         AST JANCAP GROWTH
                                                       ---------------------   -----------------------   ------------------------
                                                         1999        1998         1999         1998         1999          1998
                                                       ---------   ---------   ----------   ----------   -----------   ----------
<S>                                                    <C>         <C>         <C>          <C>          <C>           <C>
FROM OPERATIONS
   Net investment income (loss)......................  $     970   $   3,273   $   14,653   $   13,889   $     5,220   $    3,392
   Net realized gain (loss) on investments...........     94,950      35,882      171,133       64,048       477,448      125,145
   Net change in unrealized appreciation
     (depreciation) on investments...................    209,949      42,465        9,189       47,175     1,482,720    1,055,349
                                                       ---------   ---------   ----------   ----------   -----------   ----------
     Net Increase (Decrease) in Net Assets from
       Operations....................................    305,869      81,620      194,975      125,112     1,965,388    1,183,886
                                                       ---------   ---------   ----------   ----------   -----------   ----------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
   Dividends to shareholders from net investment
     income..........................................         --     (13,084)     (13,889)     (11,541)           --       (5,171)
   Distributions to shareholders from capital
     gains...........................................    (40,173)    (38,174)     (65,834)     (50,708)     (130,343)     (82,896)
                                                       ---------   ---------   ----------   ----------   -----------   ----------
     Total Dividends and Distributions to
       Shareholders..................................    (40,173)    (51,258)     (79,723)     (62,249)     (130,343)     (88,067)
                                                       ---------   ---------   ----------   ----------   -----------   ----------
CAPITAL SHARE TRANSACTIONS
   Proceeds from shares sold.........................    466,738     185,700      593,376      270,381     2,869,466    1,505,748
   Net asset value of shares issued in reinvestment
     of dividends and distributions..................     40,173      51,257       79,723       62,249       130,343       88,067
   Cost of shares redeemed...........................   (499,556)   (182,128)    (471,954)    (150,570)   (2,166,734)    (945,578)
                                                       ---------   ---------   ----------   ----------   -----------   ----------
     Increase (Decrease) in Net Assets from Capital
       Share Transactions............................      7,355      54,829      201,145      182,060       833,075      648,237
                                                       ---------   ---------   ----------   ----------   -----------   ----------
       Total Increase (Decrease) in Net Assets.......    273,051      85,191      316,397      244,923     2,668,120    1,744,056
NET ASSETS
   Beginning of Period...............................    497,461     412,270    1,181,909      936,986     3,255,658    1,511,602
                                                       ---------   ---------   ----------   ----------   -----------   ----------
   End of Period.....................................  $ 770,512   $ 497,461   $1,498,306   $1,181,909   $ 5,923,778   $3,255,658
                                                       =========   =========   ==========   ==========   ===========   ==========
SHARES ISSUED AND REDEEMED
   Shares sold.......................................     19,802       8,691       26,751       13,210        68,510       53,163
   Shares issued in reinvestment of dividends and
     distributions...................................      1,887       2,483        3,891        3,057         3,397        3,601
   Shares redeemed...................................    (21,118)     (8,600)     (21,409)      (7,400)      (52,595)     (34,087)
                                                       ---------   ---------   ----------   ----------   -----------   ----------
     Net Increase (Decrease) in Shares Outstanding...        571       2,574        9,233        8,867        19,312       22,677
                                                       =========   =========   ==========   ==========   ===========   ==========
</TABLE>

--------------------------------------------------------------------------------

See Notes to Financial Statements.


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                                                      PORTFOLIO
---------------------------------------------------------------------------------------------------------------------
                            AST NEUBERGER BERMAN                              AST FEDERATED         AST ROWE PRICE
    AST MONEY MARKET            MID-CAP VALUE        AST AIM BALANCED          HIGH YIELD          ASSET ALLOCATION
-------------------------   ---------------------   -------------------   ---------------------   -------------------
   1999          1998         1999        1998        1999       1998       1999        1998        1999       1998
-----------   -----------   ---------   ---------   --------   --------   ---------   ---------   --------   --------
<S>           <C>           <C>         <C>         <C>        <C>        <C>         <C>         <C>        <C>
$    71,758   $    46,464   $   2,177   $   3,830   $ 10,135   $  9,873   $  57,676   $  46,298   $ 10,648   $  7,245
          8           106      (1,550)      7,804     37,486     31,535      (7,097)      4,047      3,891        214
         --            --      (4,592)    (11,166)    37,287      4,938     (38,643)    (38,540)    25,492     38,790
-----------   -----------   ---------   ---------   --------   --------   ---------   ---------   --------   --------
     71,766        46,570      (3,965)        468     84,908     46,346      11,936      11,805     40,031     46,249
-----------   -----------   ---------   ---------   --------   --------   ---------   ---------   --------   --------
    (71,758)      (46,464)     (3,830)     (4,404)    (9,982)    (9,278)    (46,298)    (27,616)    (7,355)    (4,836)
       (106)          (61)     (8,712)    (16,269)   (33,245)   (21,696)     (4,074)     (1,507)      (104)      (930)
-----------   -----------   ---------   ---------   --------   --------   ---------   ---------   --------   --------
    (71,864)      (46,525)    (12,542)    (20,673)   (43,227)   (30,974)    (50,372)    (29,123)    (7,459)    (5,766)
-----------   -----------   ---------   ---------   --------   --------   ---------   ---------   --------   --------
  9,162,968     3,991,163     648,383     190,527     58,331     35,841     351,076     347,227    127,050    103,937
     67,429        45,987      12,542      20,673     43,228     30,974      50,372      29,123      7,459      5,767
 (7,788,875)   (3,829,350)   (252,003)   (120,170)   (53,004)   (30,443)   (334,904)   (197,772)   (63,736)   (19,065)
-----------   -----------   ---------   ---------   --------   --------   ---------   ---------   --------   --------
  1,441,522       207,800     408,922      91,030     48,555     36,372      66,544     178,578     70,773     90,639
-----------   -----------   ---------   ---------   --------   --------   ---------   ---------   --------   --------
  1,441,424       207,845     392,415      70,825     90,236     51,744      28,108     161,260    103,345    131,122
    967,733       759,888     271,968     201,143    409,335    357,591     595,680     434,420    344,197    213,075
-----------   -----------   ---------   ---------   --------   --------   ---------   ---------   --------   --------
$ 2,409,157   $   967,733   $ 664,383   $ 271,968   $499,571   $409,335   $ 623,788   $ 595,680   $447,542   $344,197
===========   ===========   =========   =========   ========   ========   =========   =========   ========   ========
  9,162,968     3,991,163      47,274      14,882      4,301      2,666      28,958      27,343      7,183      6,425
     67,429        45,987         999       1,531      3,442      2,361       4,212       2,302        438        371
 (7,788,875)   (3,829,350)    (19,055)     (9,030)    (3,934)    (2,282)    (27,931)    (15,704)    (3,583)    (1,181)
-----------   -----------   ---------   ---------   --------   --------   ---------   ---------   --------   --------
  1,441,522       207,800      29,218       7,383      3,809      2,745       5,239      13,941      4,038      5,615
===========   ===========   =========   =========   ========   ========   =========   =========   ========   ========
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST
STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED DECEMBER 31,
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                         ------------------------------------------------------------------------
                                                                                        PORTFOLIO
---------------------------------------------------------------------------------------------------------------------------------
                                                            AST PIMCO TOTAL         AST INVESCO EQUITY      AST JANUS SMALL-CAP
                                                              RETURN BOND                 INCOME                   GROWTH
                                                         ----------------------   ----------------------   ----------------------
                                                            1999        1998         1999        1998         1999        1998
                                                         ----------   ---------   ----------   ---------   ----------   ---------
<S>                                                      <C>          <C>         <C>          <C>         <C>          <C>
FROM OPERATIONS
   Net investment income (loss)........................  $   54,418   $  38,448   $   20,214   $  15,417   $   (2,537)  $  (1,352)
   Net realized gain (loss) on investments.............     (28,885)     33,856       78,862      24,041      145,207      (5,942)
   Net change in unrealized appreciation (depreciation)
     on investments....................................     (35,986)     (6,318)       2,582      50,324      550,645      21,943
                                                         ----------   ---------   ----------   ---------   ----------   ---------
     Net Increase (Decrease) in Net Assets from
       Operations......................................     (10,453)     65,986      101,658      89,782      693,315      14,649
                                                         ----------   ---------   ----------   ---------   ----------   ---------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
   Dividends to shareholders from net investment
     income............................................     (40,382)    (26,514)     (15,474)    (12,093)          --          --
   Distributions to shareholders from capital gains....     (29,828)    (12,394)     (23,985)    (30,573)          --     (12,821)
                                                         ----------   ---------   ----------   ---------   ----------   ---------
     Total Dividends and Distributions to
       Shareholders....................................     (70,210)    (38,908)     (39,459)    (42,666)          --     (12,821)
                                                         ----------   ---------   ----------   ---------   ----------   ---------
CAPITAL SHARE TRANSACTIONS
   Proceeds from shares sold...........................     406,569     443,436      375,408     341,838      917,746     112,086
   Net asset value of shares issued in reinvestment of
     dividends and distributions.......................      70,210      38,909       39,458      42,666           --      12,821
   Cost of shares redeemed.............................    (286,850)   (185,026)    (260,483)   (202,243)    (453,697)   (119,146)
                                                         ----------   ---------   ----------   ---------   ----------   ---------
     Increase (Decrease) in Net Assets from Capital
       Share Transactions..............................     189,929     297,319      154,383     182,261      464,049       5,761
                                                         ----------   ---------   ----------   ---------   ----------   ---------
       Total Increase (Decrease) in Net Assets.........     109,266     324,397      216,582     229,377    1,157,364       7,589
NET ASSETS
   Beginning of Period.................................     896,497     572,100      831,482     602,105      285,847     278,258
                                                         ----------   ---------   ----------   ---------   ----------   ---------
   End of Period.......................................  $1,005,763   $ 896,497   $1,048,064   $ 831,482   $1,443,211   $ 285,847
                                                         ==========   =========   ==========   =========   ==========   =========
SHARES ISSUED AND REDEEMED
   Shares sold.........................................      36,437      38,021       20,846      20,510       37,569       7,069
   Shares issued in reinvestment of dividends and
     distributions.....................................       6,394       3,502        2,329       2,613           --         706
   Shares redeemed.....................................     (25,872)    (15,740)     (14,501)    (12,079)     (19,931)     (7,164)
                                                         ----------   ---------   ----------   ---------   ----------   ---------
     Net Increase (Decrease) in Shares Outstanding.....      16,959      25,783        8,674      11,044       17,638         611
                                                         ==========   =========   ==========   =========   ==========   =========
</TABLE>

--------------------------------------------------------------------------------
See Notes to Financial Statements.


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                    PORTFOLIO
-----------------------------------------------------------------------------------------------------------------
  AST T. ROWE PRICE      AST T. ROWE PRICE    AST NEUBERGER BERMAN                             AST T. ROWE PRICE
INTERNATIONAL EQUITY    INTERNATIONAL BOND       MID-CAP GROWTH       AST FOUNDERS PASSPORT    NATURAL RESOURCES
---------------------   -------------------   ---------------------   ---------------------   -------------------
  1999        1998        1999       1998       1999        1998        1999        1998        1999       1998
---------   ---------   --------   --------   ---------   ---------   ---------   ---------   --------   --------
<S>         <C>         <C>        <C>        <C>         <C>         <C>         <C>         <C>        <C>
$   2,133   $   2,796   $  5,163   $  6,722   $  (1,935)  $    (717)  $    (654)  $     393   $  1,045   $  1,098
   47,755      23,255     (3,742)     4,529      13,781      19,756      60,896          71     (1,413)     8,533
   83,119      39,900    (14,013)     8,056     118,263      28,800      36,077      12,484     20,106    (20,469)
---------   ---------   --------   --------   ---------   ---------   ---------   ---------   --------   --------
  133,007      65,951    (12,592)    19,307     130,109      47,839      96,319      12,948     19,738    (10,838)
---------   ---------   --------   --------   ---------   ---------   ---------   ---------   --------   --------
   (3,236)     (5,390)    (9,278)      (440)         --        (122)       (228)       (249)    (1,049)    (1,033)
  (21,765)     (8,769)    (2,979)    (1,035)    (19,893)    (34,532)       (256)         --     (8,637)    (6,254)
---------   ---------   --------   --------   ---------   ---------   ---------   ---------   --------   --------
  (25,001)    (14,159)   (12,257)    (1,475)    (19,893)    (34,654)       (484)       (249)    (9,686)    (7,287)
---------   ---------   --------   --------   ---------   ---------   ---------   ---------   --------   --------
  603,613     376,940     48,898     34,101     202,094     183,164     141,040     111,816     98,060     23,994
   25,001      14,158     12,257      1,475      19,893      34,654         484         249      9,685      7,287
 (691,957)   (435,185)   (46,135)   (35,843)   (199,670)   (154,261)   (139,959)   (122,705)   (89,698)   (50,984)
---------   ---------   --------   --------   ---------   ---------   ---------   ---------   --------   --------
  (63,343)    (44,087)    15,020       (267)     22,317      63,557       1,565     (10,640)    18,047    (19,703)
---------   ---------   --------   --------   ---------   ---------   ---------   ---------   --------   --------
   44,663       7,705     (9,829)    17,565     132,533      76,742      97,400       2,059     28,099    (37,828)
  472,161     464,456    147,973    130,408     261,792     185,050     119,997     117,938     74,126    111,954
---------   ---------   --------   --------   ---------   ---------   ---------   ---------   --------   --------
$ 516,824   $ 472,161   $138,144   $147,973   $ 394,325   $ 261,792   $ 217,397   $ 119,997   $102,225   $ 74,126
=========   =========   ========   ========   =========   =========   =========   =========   ========   ========
   46,058      29,768      4,970      3,207      11,881      11,663       8,649       8,699      7,786      1,743
    2,034       1,115      1,233        144       1,303       2,141          38          20        988        527
  (52,356)    (34,036)    (4,723)    (3,340)    (11,944)     (9,777)     (9,064)     (9,531)    (7,197)    (3,762)
---------   ---------   --------   --------   ---------   ---------   ---------   ---------   --------   --------
   (4,264)     (3,153)     1,480         11       1,240       4,027        (377)       (812)     1,577     (1,492)
=========   =========   ========   ========   =========   =========   =========   =========   ========   ========
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST
STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED DECEMBER 31,
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                           ----------------------------------------------------------------------
                                                                                         PORTFOLIO
---------------------------------------------------------------------------------------------------------------------------------
                                                             AST PIMCO LIMITED        AST OPPENHEIMER        AST JANUS OVERSEAS
                                                               MATURITY BOND         LARGE-CAP GROWTH              GROWTH
                                                           ---------------------   ---------------------   ----------------------
                                                             1999        1998        1999        1998         1999        1998
                                                           ---------   ---------   ---------   ---------   ----------   ---------
<S>                                                        <C>         <C>         <C>         <C>         <C>          <C>
FROM OPERATIONS
   Net investment income (loss)..........................  $  21,139   $  18,063   $  (1,417)  $  (1,873)  $   (1,485)  $   1,404
   Net realized gain (loss) on investments...............     (1,892)      1,116      32,038      38,928       30,229     (25,436)
   Net change in unrealized appreciation (depreciation)
     on investments......................................     (5,992)     (1,794)     60,401      27,050      629,896      75,820
                                                           ---------   ---------   ---------   ---------   ----------   ---------
     Net Increase (Decrease) in Net Assets from
       Operations........................................     13,255      17,385      91,022      64,105      658,640      51,788
                                                           ---------   ---------   ---------   ---------   ----------   ---------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
   Dividends to shareholders from net investment
     income..............................................    (18,691)    (14,378)         --          --           --      (1,265)
   Distributions to shareholders from capital gains......         --          --     (33,503)         --           --          --
                                                           ---------   ---------   ---------   ---------   ----------   ---------
     Total Dividends and Distributions to Shareholders...    (18,691)    (14,378)    (33,503)         --           --      (1,265)
                                                           ---------   ---------   ---------   ---------   ----------   ---------
CAPITAL SHARE TRANSACTIONS
   Proceeds from shares sold.............................    176,908     169,835      82,279     115,467    1,127,067     627,893
   Net asset value of shares issued in reinvestment of
     dividends and distributions.........................     18,691      14,379      33,504          --           --       1,265
   Cost of shares redeemed...............................   (133,266)   (126,156)   (109,772)   (114,296)    (841,868)   (328,180)
                                                           ---------   ---------   ---------   ---------   ----------   ---------
     Increase (Decrease) in Net Assets from Capital Share
       Transactions......................................     62,333      58,058       6,011       1,171      285,199     300,978
                                                           ---------   ---------   ---------   ---------   ----------   ---------
       Total Increase (Decrease) in Net Assets...........     56,897      61,065      63,530      65,276      943,839     351,501
NET ASSETS
   Beginning of Period...................................    349,707     288,642     300,924     235,648      607,206     255,705
                                                           ---------   ---------   ---------   ---------   ----------   ---------
   End of Period.........................................  $ 406,604   $ 349,707   $ 364,454   $ 300,924   $1,551,045   $ 607,206
                                                           =========   =========   =========   =========   ==========   =========
SHARES ISSUED AND REDEEMED
   Shares sold...........................................     16,533      15,604       5,458       8,359       73,126      47,356
   Shares issued in reinvestment of dividends and
     distributions.......................................      1,783       1,360       2,396          --           --          98
   Shares redeemed.......................................    (12,347)    (11,604)     (7,346)     (8,303)     (55,526)    (24,800)
                                                           ---------   ---------   ---------   ---------   ----------   ---------
     Net Increase (Decrease) in Shares Outstanding.......      5,969       5,360         508          56       17,600      22,654
                                                           =========   =========   =========   =========   ==========   =========
</TABLE>

--------------------------------------------------------------------------------
See Notes to Financial Statements.


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                           PORTFOLIO
-----------------------------------------------------------------------------------------------
AST AMERICAN CENTURY    AST AMERICAN CENTURY   AST AMERICAN CENTURY    AST T. ROWE PRICE SMALL
   INCOME & GROWTH       STRATEGIC BALANCED    INTERNATIONAL GROWTH         COMPANY VALUE
---------------------   --------------------   ---------------------   ------------------------
  1999        1998        1999        1998       1999        1998         1999          1998
---------   ---------   ---------   --------   ---------   ---------   -----------   ----------
<S>         <C>         <C>         <C>        <C>         <C>         <C>           <C>
$  2,121    $  1,630    $  3,184    $   861    $   (318)   $     59     $   1,805     $  2,513
  20,971       8,830      12,632        245       7,972      (1,418)       14,768         (545)
  31,045       6,641       4,767     10,684      53,802       6,892       (16,127)     (38,214)
--------    --------    --------    -------    --------    --------     ---------     --------
  54,137      17,101      20,583     11,790      61,456       5,533           446      (36,246)
--------    --------    --------    -------    --------    --------     ---------     --------
  (1,630)       (686)       (936)      (233)         --         (66)       (2,399)        (946)
  (9,176)     (1,892)        (24)        --        (596)         --            --       (1,025)
--------    --------    --------    -------    --------    --------     ---------     --------
 (10,806)     (2,578)       (960)      (233)       (596)        (66)       (2,399)      (1,971)
--------    --------    --------    -------    --------    --------     ---------     --------
 146,857      79,616     117,755     56,082      98,779      91,526       129,871      223,838
  10,806       2,578         960        233         596          66         2,399        1,971
 (30,235)    (24,284)    (12,633)    (5,776)    (83,742)    (52,451)     (172,896)     (83,416)
--------    --------    --------    -------    --------    --------     ---------     --------
 127,428      57,910     106,082     50,539      15,633      39,141       (40,626)     142,393
--------    --------    --------    -------    --------    --------     ---------     --------
 170,759      72,433     125,705     62,096      76,493      44,608       (42,579)     104,176
 189,871     117,438      91,043     28,947      77,733      33,125       304,072      199,896
--------    --------    --------    -------    --------    --------     ---------     --------
$360,630    $189,871    $216,748    $91,043    $154,226    $ 77,733     $ 261,493     $304,072
========    ========    ========    =======    ========    ========     =========     ========
  10,285       6,243       8,308      4,561       6,699       6,818        11,553       17,995
     844         202          69         20          44           5           233          146
  (2,180)     (1,954)       (875)      (469)     (5,549)     (4,008)      (15,422)      (7,075)
--------    --------    --------    -------    --------    --------     ---------     --------
   8,949       4,491       7,502      4,112       1,194       2,815        (3,636)      11,066
========    ========    ========    =======    ========    ========     =========     ========
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST
STATEMENTS OF CHANGES IN NET ASSETS

FOR THE YEAR ENDED DECEMBER 31,
(AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                ----------------------------------------------------
                                                                                     PORTFOLIO
--------------------------------------------------------------------------------------------------------------------
                                                                   AST MARSICO CAPITAL          AST COHEN & STEERS
                                                                         GROWTH                       REALTY
                                                                -------------------------      ---------------------
                                                                   1999           1998           1999        1998(1)
                                                                ----------      ---------      --------      -------
<S>                                                             <C>             <C>            <C>           <C>
FROM OPERATIONS
   Net investment income (loss).............................    $   (2,610)     $     429      $  2,446      $ 1,087
   Net realized gain (loss) on investments..................        53,167         (6,211)       (2,514)        (679)
   Net change in unrealized appreciation (depreciation) on
     investments............................................       478,644         86,973          (181)      (4,597)
                                                                ----------      ---------      --------      -------
     Net Increase (Decrease) in Net Assets from
       Operations...........................................       529,201         81,191          (249)      (4,189)
                                                                ----------      ---------      --------      -------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
   Dividends to shareholders from net investment income.....          (400)            (6)         (956)          --
   Distributions to shareholders from capital gains.........          (476)            --            --           --
                                                                ----------      ---------      --------      -------
     Total Dividends and Distributions to Shareholders......          (876)            (6)         (956)          --
                                                                ----------      ---------      --------      -------
CAPITAL SHARE TRANSACTIONS
   Proceeds from shares sold................................       922,808        609,599        55,613       43,323
   Net asset value of shares issued in reinvestment of
     dividends and distributions............................           876              6           956           --
   Cost of shares redeemed..................................      (323,239)      (103,123)      (31,692)      (6,109)
                                                                ----------      ---------      --------      -------
     Increase (Decrease) in Net Assets from Capital Share
       Transactions.........................................       600,445        506,482        24,877       37,214
                                                                ----------      ---------      --------      -------
       Total Increase (Decrease) in Net Assets..............     1,128,770        587,667        23,672       33,025
NET ASSETS
   Beginning of Period......................................       594,966          7,299        33,025           --
                                                                ----------      ---------      --------      -------
   End of Period............................................    $1,723,736      $ 594,966      $ 56,697      $33,025
                                                                ==========      =========      ========      =======
SHARES ISSUED AND REDEEMED
   Shares sold..............................................        57,115         49,747         6,510        4,659
   Shares issued in reinvestment of dividends and
     distributions..........................................            59              1           117           --
   Shares redeemed..........................................       (19,397)        (8,577)       (3,773)        (730)
                                                                ----------      ---------      --------      -------
     Net Increase (Decrease) in Shares Outstanding..........        37,777         41,171         2,854        3,929
                                                                ==========      =========      ========      =======
</TABLE>

--------------------------------------------------------------------------------
(1) Commenced operations on January 2, 1998.
(2) Commenced operations on January 4, 1999.
(3) Commenced operations on October 18, 1999.

See Notes to Financial Statements.


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
                                                        PORTFOLIO
-------------------------------------------------------------------------------------------------------------------------
                                                                                                           AST MFS GROWTH
AST LORD ABBETT SMALL     AST BANKERS TRUST         AST KEMPER        AST MFS GLOBAL     AST MFS GROWTH     WITH INCOME
      CAP VALUE           MANAGED INDEX 500      SMALL-CAP GROWTH    EQUITY PORTFOLIO      PORTFOLIO         PORTFOLIO
---------------------   ---------------------    ----------------    ----------------    --------------    --------------
  1999       1998(1)      1999       1998(1)         1999(2)             1999(3)            1999(3)           1999(3)
---------   ---------   ---------   ---------    ----------------    ----------------    --------------    --------------
<S>         <C>         <C>         <C>          <C>                 <C>                 <C>               <C>
$   (202)   $    (45)   $   3,516   $   1,358       $  (2,787)            $    1            $     3            $   11
     255      (2,539)      40,358       3,968          51,910                  2                 (6)               (3)
   5,624         530       47,244      28,613         335,901                105                370               274
--------    --------    ---------   ---------       ---------             ------            -------            ------
   5,677      (2,054)      91,118      33,939         385,024                108                367               282
--------    --------    ---------   ---------       ---------             ------            -------            ------
      --          --       (1,358)         --              --                 --                 --                --
      --          --       (9,219)         --              --                 --                 --                --
--------    --------    ---------   ---------       ---------             ------            -------            ------
      --          --      (10,577)         --              --                 --                 --                --
--------    --------    ---------   ---------       ---------             ------            -------            ------
  70,629      55,415      624,369     399,894         876,431              1,309              5,575             8,585
      --          --       10,577          --              --                 --                 --                --
 (43,902)    (11,573)    (371,471)   (144,282)       (419,471)              (126)            (1,074)             (110)
--------    --------    ---------   ---------       ---------             ------            -------            ------
  26,727      43,842      263,475     255,612         456,960              1,183              4,501             8,475
--------    --------    ---------   ---------       ---------             ------            -------            ------
  32,404      41,788      344,016     289,551         841,984              1,291              4,868             8,757
  41,788          --      289,551          --              --                 --                 --                --
--------    --------    ---------   ---------       ---------             ------            -------            ------
$ 74,192    $ 41,788    $ 633,567   $ 289,551       $ 841,984             $1,291            $ 4,868            $8,757
========    ========    =========   =========       =========             ======            =======            ======
   6,842       5,384       46,867      35,658          95,259                129                535               843
      --          --          847          --              --                 --                 --                --
  (4,199)     (1,203)     (28,014)    (13,000)        (41,240)               (12)              (104)              (11)
--------    --------    ---------   ---------       ---------             ------            -------            ------
   2,643       4,181       19,700      22,658          54,019                117                431               832
========    ========    =========   =========       =========             ======            =======            ======
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                            INCREASE (DECREASE) FROM
                                                             INVESTMENT OPERATIONS                     LESS DISTRIBUTIONS
                                                     --------------------------------------   -------------------------------------
                                         NET ASSET      NET
                              YEAR         VALUE     INVESTMENT   NET REALIZED   TOTAL FROM    FROM NET    FROM NET
                             ENDED       BEGINNING     INCOME     & UNREALIZED   INVESTMENT   INVESTMENT   REALIZED       TOTAL
       PORTFOLIO          DECEMBER 31,   OF PERIOD     (LOSS)     GAIN (LOSS)    OPERATIONS     INCOME      GAINS     DISTRIBUTIONS
------------------------  ------------   ---------   ----------   ------------   ----------   ----------   --------   -------------
<S>                       <C>            <C>         <C>          <C>            <C>          <C>          <C>        <C>
AST AIM                       1999        $22.67      $  0.05       $ 13.36       $ 13.41      $     --    $  (1.85)    $  (1.85)
  International Equity        1998         21.29         0.20          3.81          4.01         (0.67)      (1.96)       (2.63)
                              1997         19.22         0.36          2.96          3.32         (0.30)      (0.95)       (1.25)
                              1996         18.20         0.16          1.55          1.71         (0.32)      (0.37)       (0.69)
                              1995         17.61         0.14          1.44          1.58            --       (0.99)       (0.99)
AST Lord Abbett               1999        $21.68      $  0.23       $  3.04       $  3.27      $  (0.25)   $  (1.20)    $  (1.45)
  Growth and Income           1998         20.53         0.25          2.23          2.48         (0.25)      (1.08)       (1.33)
                              1997         17.17         0.24          3.76          4.00         (0.23)      (0.41)       (0.64)
                              1996         14.98         0.23          2.48          2.71         (0.17)      (0.35)       (0.52)
                              1995         12.00         0.16          3.22          3.38         (0.20)      (0.20)       (0.40)
AST JanCap Growth             1999        $37.00      $  0.05       $ 19.65       $ 19.70      $     --    $  (1.49)    $  (1.49)
                              1998         23.15         0.04         15.10         15.14         (0.08)      (1.21)       (1.29)
                              1997         18.79         0.06          5.16          5.22         (0.05)      (0.81)       (0.86)
                              1996         15.40         0.02          4.19          4.21         (0.02)      (0.80)       (0.82)
                              1995         11.22         0.06          4.18          4.24         (0.06)         --        (0.06)
AST Money Market              1999        $ 1.00      $0.0449       $0.0001       $0.0450      $(0.0449)   $(0.0001)    $(0.0450)
                              1998          1.00       0.0502        0.0002        0.0504       (0.0502)    (0.0002)     (0.0504)
                              1997          1.00       0.0507        0.0002        0.0509       (0.0507)    (0.0002)     (0.0509)
                              1996          1.00       0.0492        0.0005        0.0497       (0.0492)    (0.0005)     (0.0497)
                              1995          1.00       0.0494            --        0.0494       (0.0494)         --      (0.0494)
AST Neuberger Berman          1999        $13.16      $  0.10       $  0.60       $  0.70      $  (0.24)   $  (0.30)    $  (0.54)
  Mid-Cap Value               1998         15.15         0.21         (0.52)        (0.31)        (0.36)      (1.32)       (1.68)
                              1997         12.83         0.32          2.87          3.19         (0.36)      (0.51)       (0.87)
                              1996         11.94         0.36          0.97          1.33         (0.44)         --        (0.44)
                              1995          9.87         0.40          2.09          2.49         (0.42)         --        (0.42)
AST AIM Balanced              1999        $14.13      $  0.32       $  2.30       $  2.62      $  (0.35)   $  (1.16)    $  (1.51)
                              1998         13.64         0.34          1.31          1.65         (0.35)      (0.81)       (1.16)
                              1997         13.19         0.33          1.85          2.18         (0.31)      (1.42)       (1.73)
                              1996         12.53         0.32          1.02          1.34         (0.25)      (0.43)       (0.68)
                              1995         10.49         0.26          2.06          2.32         (0.28)         --        (0.28)

<CAPTION>
------------------------  ---------

                          NET ASSET
                            VALUE
                             END
       PORTFOLIO          OF PERIOD
------------------------  ---------
<S>                       <C>
AST AIM                    $34.23
  International Equity      22.67
                            21.29
                            19.22
                            18.20
AST Lord Abbett            $23.50
  Growth and Income         21.68
                            20.53
                            17.17
                            14.98
AST JanCap Growth          $55.21
                            37.00
                            23.15
                            18.79
                            15.40
AST Money Market           $ 1.00
                             1.00
                             1.00
                             1.00
                             1.00
AST Neuberger Berman       $13.32
  Mid-Cap Value             13.16
                            15.15
                            12.83
                            11.94
AST AIM Balanced           $15.24
                            14.13
                            13.64
                            13.19
                            12.53
</TABLE>

--------------------------------------------------------------------------------
 (1) Annualized.

 * For 1999, includes commissions received by American Skandia Marketing, Inc.
   under the Portfolio's Distribution Plan, as described in Note 3 to the
   Financial Statements.

See Notes to Financial Statements.


<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>               <C>
    64.13%    $  770,512       159%           1.18%            1.18%              0.18%
    20.10%       497,461       117%           1.13%            1.13%              0.69%
    18.15%       412,270       116%           1.15%            1.15%              1.04%
     9.65%       346,211       124%           1.16%            1.26%              0.88%
    10.00%       268,056        59%           1.17%            1.27%              0.88%
    16.09%    $1,498,306        69%           0.92%            0.94%              1.09%
    12.48%     1,181,909        78%           0.91%            0.91%              1.32%
    23.92%       936,986        41%           0.93%            0.93%              1.60%
    18.56%       530,497        43%           0.97%            0.97%              1.92%
    28.91%       288,749        50%           0.99%            0.99%              2.50%
    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%
     4.60%    $2,409,157        N/A           0.60%            0.65%              4.52%
     5.14%       967,733        N/A           0.60%            0.66%              4.99%
     5.18%       759,888        N/A           0.60%            0.69%              5.06%
     5.08%       549,470        N/A           0.60%            0.71%              4.87%
     5.05%       344,225        N/A           0.60%            0.72%              5.38%
     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%
    20.85%    $  499,571       154%           1.00%            1.00%              2.37%
    12.86%       409,335       139%           1.00%            1.00%              2.55%
    18.28%       357,591       170%           1.03%            1.03%              2.81%
    11.23%       286,479       276%           0.94%            0.94%              2.66%
    22.60%       255,206       161%           0.94%            0.94%              3.28%
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                                                             INCREASE (DECREASE) FROM
                                                              INVESTMENT OPERATIONS
                                                      --------------------------------------
                                          NET ASSET      NET
                               YEAR         VALUE     INVESTMENT   NET REALIZED   TOTAL FROM
                              ENDED       BEGINNING     INCOME     & UNREALIZED   INVESTMENT
        PORTFOLIO          DECEMBER 31,   OF PERIOD     (LOSS)     GAIN (LOSS)    OPERATIONS
-------------------------  ------------   ---------   ----------   ------------   ----------
<S>                        <C>            <C>         <C>          <C>            <C>
AST Federated High Yield       1999        $12.65       $ 1.03        $(0.77)       $ 0.26
                               1998         13.11         0.91         (0.57)         0.34
                               1997         12.13         0.75          0.83          1.58
                               1996         11.14         0.56          0.90          1.46
                               1995          9.69         0.38          1.46          1.84
AST T. Rowe Price              1999        $17.47       $ 0.44        $ 1.32        $ 1.76
  Asset Allocation             1998         15.13         0.35          2.38          2.73
                               1997         13.27         0.33          2.03          2.36
                               1996         12.01         0.27          1.28          1.55
                               1995          9.94         0.26          2.02          2.28
AST PIMCO Total                1999        $12.02       $ 0.58        $(0.71)       $(0.13)
  Return Bond                  1998         11.72         0.49          0.56          1.05
                               1997         11.11         0.48          0.58          1.06
                               1996         11.34         0.46         (0.10)         0.36
                               1995          9.75         0.25          1.55          1.80
AST INVESCO Equity             1999        $17.50       $ 0.36        $ 1.61        $ 1.97
  Income                       1998         16.51         0.31          1.81          2.12
                               1997         13.99         0.31          2.84          3.15
                               1996         12.50         0.27          1.79          2.06
                               1995          9.75         0.25          2.65          2.90
AST Janus Small-Cap            1999        $17.61       $(0.03)       $25.03        $25.00
  Growth                       1998         17.81        (0.08)         0.73          0.65
                               1997         16.80        (0.05)         1.06          1.01
                               1996         14.25        (0.03)         2.85          2.82
                               1995         10.84        (0.04)         3.54          3.50
AST T. Rowe Price              1999        $13.39       $ 0.06        $ 3.95        $ 4.01
  International Equity         1998         12.09         0.08          1.59          1.67
                               1997         12.07         0.09          0.08          0.17
                               1996         10.65         0.06          1.44          1.50
                               1995          9.62         0.07          0.99          1.06
AST T. Rowe Price              1999        $11.46       $ 0.33        $(1.25)       $(0.92)
  International Bond           1998         10.11         0.52          0.94          1.46
                               1997         10.90         0.20         (0.57)        (0.37)
                               1996         10.60         0.23          0.38          0.61
                               1995          9.68         0.31          0.75          1.06

<CAPTION>
-------------------------  -------------------------------------------------

                                    LESS DISTRIBUTIONS
                           -------------------------------------
                                                                   NET ASSET
                            FROM NET    FROM NET                     VALUE
                           INVESTMENT   REALIZED       TOTAL          END
        PORTFOLIO            INCOME      GAINS     DISTRIBUTIONS   OF PERIOD
-------------------------  ----------   --------   -------------   ---------
<S>                        <C>          <C>        <C>             <C>
AST Federated High Yield     $(0.91)     $(0.08)      $(0.99)       $11.92
                              (0.76)      (0.04)       (0.80)        12.65
                              (0.54)      (0.06)       (0.60)        13.11
                              (0.47)         --        (0.47)        12.13
                              (0.39)         --        (0.39)        11.14
AST T. Rowe Price            $(0.36)     $(0.01)      $(0.37)       $18.86
  Asset Allocation            (0.33)      (0.06)       (0.39)        17.47
                              (0.26)      (0.24)       (0.50)        15.13
                              (0.25)      (0.04)       (0.29)        13.27
                              (0.21)         --        (0.21)        12.01
AST PIMCO Total              $(0.52)     $(0.38)      $(0.90)       $10.99
  Return Bond                 (0.51)      (0.24)       (0.75)        12.02
                              (0.45)         --        (0.45)        11.72
                              (0.28)      (0.31)       (0.59)        11.11
                              (0.21)         --        (0.21)        11.34
AST INVESCO Equity           $(0.32)     $(0.50)      $(0.82)       $18.65
  Income                      (0.32)      (0.81)       (1.13)        17.50
                              (0.26)      (0.37)       (0.63)        16.51
                              (0.24)      (0.33)       (0.57)        13.99
                              (0.15)         --        (0.15)        12.50
AST Janus Small-Cap          $   --      $   --       $   --        $42.61
  Growth                         --       (0.85)       (0.85)        17.61
                                 --          --           --         17.81
                                 --       (0.27)       (0.27)        16.80
                              (0.09)         --        (0.09)        14.25
AST T. Rowe Price            $(0.09)     $(0.64)      $(0.73)       $16.67
  International Equity        (0.14)      (0.23)       (0.37)        13.39
                              (0.07)      (0.08)       (0.15)        12.09
                              (0.08)         --        (0.08)        12.07
                              (0.01)      (0.02)       (0.03)        10.65
AST T. Rowe Price            $(0.71)     $(0.23)      $(0.94)       $ 9.60
  International Bond          (0.03)      (0.08)       (0.11)        11.46
                              (0.16)      (0.26)       (0.42)        10.11
                              (0.14)      (0.17)       (0.31)        10.90
                              (0.14)         --        (0.14)        10.60
</TABLE>

--------------------------------------------------------------------------------

 * For 1999, includes commissions received by American Skandia Marketing, Inc.
   under the Portfolio's Distribution Plan, as described in Note 3 to the
   Financial Statements.

See Notes to Financial Statements.


<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>               <C>
      2.00%    $  623,788        39%           0.94%            0.94%               9.09%
      2.61%       595,680        36%           0.95%            0.95%               8.64%
     13.59%       434,420        28%           0.98%            0.98%               8.83%
     13.58%       205,262        43%           1.03%            1.03%               8.02%
     19.57%        83,692        30%           1.11%            1.11%               8.72%
     10.28%    $  447,542        17%           1.07%            1.07%               2.65%
     18.36%       344,197         8%           1.09%            1.09%               2.70%
     18.40%       213,075        10%           1.13%            1.13%               2.95%
     13.14%       120,149        31%           1.20%            1.20%               3.02%
     23.36%        59,399        18%           1.25%            1.29%               3.53%
     (1.09%)   $1,005,763       227%           0.82%            0.82%               5.46%
      9.46%       896,497       231%           0.83%            0.83%               5.24%
      9.87%       572,100       320%           0.86%            0.86%               5.56%
      3.42%       360,010       403%           0.89%            0.89%               5.38%
     18.78%       225,335       124%           0.89%            0.89%               5.95%
     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%
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                                                             INCREASE (DECREASE) FROM
                                                              INVESTMENT OPERATIONS
                                                      --------------------------------------
                                          NET ASSET      NET
                               YEAR         VALUE     INVESTMENT   NET REALIZED   TOTAL FROM
                              ENDED       BEGINNING     INCOME     & UNREALIZED   INVESTMENT
        PORTFOLIO          DECEMBER 31,   OF PERIOD     (LOSS)     GAIN (LOSS)    OPERATIONS
-------------------------  ------------   ---------   ----------   ------------   ----------
<S>                        <C>            <C>         <C>          <C>            <C>
AST Neuberger Berman           1999        $17.26       $(0.11)       $ 8.21        $ 8.10
  Mid-Cap Growth               1998         16.61        (0.05)         3.31          3.26
                               1997         14.39         0.01          2.36          2.37
                               1996         12.40         0.01          2.01          2.02
                               1995          9.97         0.04          2.40          2.44
AST Founders Passport          1999        $13.04       $(0.07)       $11.72        $11.65
                               1998         11.78         0.05          1.24          1.29
                               1997         11.63         0.03          0.21          0.24
                               1996         10.33         0.09          1.24          1.33
                               1995(2)      10.00         0.03          0.30          0.33
AST T. Rowe Price              1999        $11.97       $ 0.14        $ 2.67        $ 2.81
  Natural Resources            1998         14.57         0.19         (1.78)        (1.59)
                               1997         14.47         0.14          0.35          0.49
                               1996         11.11         0.05          3.35          3.40
                               1995(2)      10.00         0.04          1.07          1.11
AST PIMCO Limited              1999        $11.08       $ 0.59        $(0.22)       $ 0.37
  Maturity Bond                1998         11.02         0.56          0.03          0.59
                               1997         10.81         0.55          0.22          0.77
                               1996         10.47         0.56         (0.15)         0.41
                               1995(2)      10.00         0.05          0.42          0.47
AST Oppenheimer                1999        $16.07       $(0.07)       $ 4.85        $ 4.78
  Large-Cap Growth             1998         12.62        (0.10)         3.55          3.45
                               1997         10.99        (0.05)         1.68          1.63
                               1996(3)      10.00        (0.01)         1.00          0.99
AST Janus Overseas             1999        $13.74       $(0.03)       $11.39        $11.36
  Growth                       1998         11.87         0.04          1.88          1.92
                               1997(4)      10.00         0.02          1.85          1.87
AST American Century           1999        $13.47       $ 0.09        $ 2.84        $ 2.93
  Income & Growth              1998         12.23         0.11          1.38          1.49
                               1997(4)      10.00         0.07          2.16          2.23
AST American Century           1999        $13.66       $ 0.20        $ 1.56        $ 1.76
  Strategic Balanced           1998         11.34         0.11          2.29          2.40
                               1997(4)      10.00         0.11          1.23          1.34

<CAPTION>
-------------------------  -------------------------------------------------

                                    LESS DISTRIBUTIONS
                           -------------------------------------
                                                                   NET ASSET
                            FROM NET    FROM NET                     VALUE
                           INVESTMENT   REALIZED       TOTAL          END
        PORTFOLIO            INCOME      GAINS     DISTRIBUTIONS   OF PERIOD
-------------------------  ----------   --------   -------------   ---------
<S>                        <C>          <C>        <C>             <C>
AST Neuberger Berman         $   --      $(1.33)      $(1.33)       $24.03
  Mid-Cap Growth              (0.01)      (2.60)       (2.61)        17.26
                              (0.02)      (0.13)       (0.15)        16.61
                              (0.03)         --        (0.03)        14.39
                              (0.01)         --        (0.01)        12.40
AST Founders Passport        $(0.03)     $(0.03)      $(0.06)       $24.63
                              (0.03)         --        (0.03)        13.04
                              (0.08)      (0.01)       (0.09)        11.78
                              (0.03)         --        (0.03)        11.63
                                 --          --           --         10.33
AST T. Rowe Price            $(0.18)     $(1.44)      $(1.62)       $13.16
  Natural Resources           (0.14)      (0.87)       (1.01)        11.97
                              (0.07)      (0.32)       (0.39)        14.57
                              (0.02)      (0.02)       (0.04)        14.47
                                 --          --           --         11.11
AST PIMCO Limited            $(0.61)     $   --       $(0.61)       $10.84
  Maturity Bond               (0.53)         --        (0.53)        11.08
                              (0.56)         --        (0.56)        11.02
                              (0.05)      (0.02)       (0.07)        10.81
                                 --          --           --         10.47
AST Oppenheimer              $   --      $(1.90)      $(1.90)       $18.95
  Large-Cap Growth               --          --           --         16.07
                                 --          --           --         12.62
                                 --          --           --         10.99
AST Janus Overseas           $   --      $   --       $   --        $25.10
  Growth                      (0.05)         --        (0.05)        13.74
                                 --          --           --         11.87
AST American Century         $(0.11)     $(0.64)      $(0.75)       $15.65
  Income & Growth             (0.07)      (0.18)       (0.25)        13.47
                                 --          --           --         12.23
AST American Century         $(0.12)     $   --       $(0.12)       $15.30
  Strategic Balanced          (0.08)         --        (0.08)        13.66
                                 --          --           --         11.34
</TABLE>

--------------------------------------------------------------------------------
(1) Annualized.
(2) Commenced operations on May 2, 1995.
(3) Commenced operations on May 2, 1996.
(4) Commenced operations on January 2, 1997.
 * For 1999, includes commissions received by American Skandia Marketing, Inc.
   under the Portfolio's Distribution Plan, as described in Note 3 to the
   Financial Statements.

See Notes to Financial Statements.


<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>               <C>
     51.37%    $  394,325       148%          1.13%             1.13%             (0.71%)
     20.65%       261,792       228%          1.07%             1.07%             (0.34%)
     16.68%       185,050       305%          0.99%             0.99%              0.07%
     16.34%       136,247       156%          1.01%             1.01%              0.24%
     24.42%        45,979        84%          1.17%             1.17%              0.70%
     89.71%    $  217,397       309%          1.29%             1.29%             (0.54%)
     10.92%       119,997        46%          1.30%             1.30%              0.32%
      2.03%       117,938        73%          1.35%             1.35%              0.43%
     12.91%       117,643       133%          1.36%             1.36%              1.25%
      3.30%        28,455         4%          1.46%(1)          1.46%(1)           0.94%(1)
     28.11%    $  102,225        72%          1.16%             1.16%              1.11%
    (11.83%)       74,126        55%          1.16%             1.16%              1.14%
      3.39%       111,954        44%          1.16%             1.16%              0.98%
     30.74%        88,534        31%          1.30%             1.30%              1.08%
     11.10%         9,262         2%          1.35%(1)          1.80%(1)           1.28%(1)
      3.37%    $  406,604       178%          0.86%             0.86%              5.51%
      5.72%       349,707       263%          0.86%             0.86%              5.70%
      7.46%       288,642        54%          0.88%             0.88%              5.71%
      3.90%       209,013       247%          0.89%             0.89%              5.69%
      4.70%       161,940       205%          0.89%(1)          0.89%(1)           4.87%(1)
     33.91%    $  364,454       316%          1.11%             1.11%             (0.50%)
     27.34%       300,924       252%          1.22%             1.22%             (0.70%)
     14.83%       235,648       219%          1.23%             1.23%             (0.59%)
      9.90%        48,790        77%          1.33%(1)          1.33%(1)          (0.56%)(1)
     82.68%    $1,551,045        76%          1.23%             1.23%             (0.18%)
     16.22%       607,206        97%          1.27%             1.27%              0.32%
     18.70%       255,705        94%          1.35%(1)          1.35%(1)           0.36%(1)
     22.98%    $  360,630       125%          0.98%             0.98%              0.86%
     12.27%       189,871        87%          1.00%             1.00%              1.05%
     22.30%       117,438        81%          1.23%(1)          1.23%(1)           1.24%(1)
     12.97%    $  216,748       104%          1.10%             1.10%              1.93%
     21.29%        91,043        95%          1.16%             1.13%              1.68%
     13.40%        28,947        76%          1.25%(1)          1.35%(1)           2.02%(1)
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST
FINANCIAL HIGHLIGHTS
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
                                                              INCREASE (DECREASE) FROM
                                                               INVESTMENT OPERATIONS
                                                       --------------------------------------
                                           NET ASSET      NET
                                YEAR         VALUE     INVESTMENT   NET REALIZED   TOTAL FROM
                               ENDED       BEGINNING     INCOME     & UNREALIZED   INVESTMENT
        PORTFOLIO           DECEMBER 31,   OF PERIOD     (LOSS)     GAIN (LOSS)    OPERATIONS
--------------------------  ------------   ---------   ----------   ------------   ----------
<S>                         <C>            <C>         <C>          <C>            <C>
AST American Century            1999        $13.66       $(0.04)       $ 8.88        $ 8.84
  International Growth          1998         11.52         0.03          2.12          2.15
                                1997(4)      10.00        (0.03)         1.55          1.52
AST T. Rowe Price Small         1999        $11.44       $ 0.08        $(0.03)       $ 0.05
  Company Value                 1998         12.88         0.09         (1.42)        (1.33)
                                1997(4)      10.00         0.06          2.82          2.88
AST Marsico Capital Growth      1999        $14.20       $(0.03)       $ 7.48        $ 7.45
                                1998         10.03           --          4.17          4.17
                                1997(5)      10.00         0.01          0.02          0.03
AST Cohen & Steers Realty       1999        $ 8.41       $ 0.33        $(0.15)       $ 0.18
                                1998(6)      10.00         0.28         (1.87)        (1.59)
AST Lord Abbett                 1999        $ 9.99       $(0.03)       $ 0.91        $ 0.88
  Small Cap Value               1998(6)      10.00        (0.01)           --         (0.01)
AST Bankers Trust               1999        $12.78       $ 0.08        $ 2.56        $ 2.64
  Managed Index 500             1998(6)      10.00         0.06          2.72          2.78
AST Kemper Small-Cap
  Growth                        1999(7)     $10.00       $(0.05)       $ 5.64        $ 5.59
AST MFS Global Equity           1999(8)     $10.00       $ 0.01        $ 1.02        $ 1.03
AST MFS Growth                  1999(8)     $10.00       $ 0.01        $ 1.29        $ 1.30
AST MFS
  Growth with Income            1999(8)     $10.00       $ 0.01        $ 0.51        $ 0.52

<CAPTION>
--------------------------  -------------------------------------------------

                                     LESS DISTRIBUTIONS
                            -------------------------------------
                                                                    NET ASSET
                             FROM NET    FROM NET                     VALUE
                            INVESTMENT   REALIZED       TOTAL          END
        PORTFOLIO             INCOME      GAINS     DISTRIBUTIONS   OF PERIOD
--------------------------  ----------   --------   -------------   ---------
<S>                         <C>          <C>        <C>             <C>
AST American Century          $   --      $(0.10)      $(0.10)       $22.40
  International Growth         (0.01)         --        (0.01)        13.66
                                  --          --           --         11.52
AST T. Rowe Price Small       $(0.10)     $   --       $(0.10)       $11.39
  Company Value                (0.05)      (0.06)       (0.11)        11.44
                                  --          --           --         12.88
AST Marsico Capital Growth    $(0.01)     $(0.01)      $(0.02)       $21.63
                                  --          --           --         14.20
                                  --          --           --         10.03
AST Cohen & Steers Realty     $(0.23)     $   --       $(0.23)       $ 8.36
                                  --          --           --          8.41
AST Lord Abbett               $   --      $   --       $   --        $10.87
  Small Cap Value                 --          --           --          9.99
AST Bankers Trust             $(0.06)     $(0.40)      $(0.46)       $14.96
  Managed Index 500               --          --           --         12.78
AST Kemper Small-Cap
  Growth                      $   --      $   --       $   --        $15.59
AST MFS Global Equity         $   --      $   --       $   --        $11.03
AST MFS Growth                $   --      $   --       $   --        $11.30
AST MFS
  Growth with Income          $   --      $   --       $   --        $10.52
</TABLE>

--------------------------------------------------------------------------------
(1) Annualized.
(4) Commenced operations on January 2, 1997.
(5) Commenced operations on December 22, 1997.
(6) Commenced operations on January 2, 1998.
(7) Commenced operations on January 4, 1999.
(8) Commenced operations on October 18, 1999.
 * For 1999, includes commissions received by American Skandia Marketing, Inc.
   under the Portfolio's Distribution Plan, as described in Note 3 to the
   Financial Statements.

See Notes to Financial Statements.


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                                            RATIO 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>
 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)
  0.58%   $  261,493        26%           1.11%            1.11%               0.64%
(10.53%)     304,072        10%           1.11%            1.11%               0.93%
 28.80%      199,896         7%           1.16%(1)         1.16%(1)            1.20%(1)
 52.58%   $1,723,736       115%           1.08%            1.08%              (0.25%)
 41.59%      594,966       213%           1.11%            1.11%               0.16%
  0.30%        7,299         --           1.00%(1)         1.00%(1)            3.62%(1)
  2.26%   $   56,697        51%           1.27%            1.27%               4.95%
(16.00%)      33,025        18%           1.30%(1)         1.30%(1)            5.02%(1)
  8.81%   $   74,192        85%           1.24%            1.24%              (0.36%)
 (0.10%)      41,788        58%           1.31%(1)         1.31%(1)           (0.21%)(1)
 21.23%   $  633,567       101%           0.79%            0.77%               0.74%
 27.90%      289,551       162%           0.80%(1)         0.86%(1)            1.07%(1)
 55.90%   $  841,984       133%           1.14%(1)         1.14%(1)           (0.67%)(1)
 10.40%   $    1,291       142%           1.75%(1)         2.11%(1)            0.75%(1)
 13.00%   $    4,868        60%           1.35%(1)         1.35%(1)            0.76%(1)
  5.20%   $    8,757         6%           1.23%(1)         1.23%(1)            1.45%(1)
</TABLE>

--------------------------------------------------------------------------------


AMERICAN SKANDIA TRUST

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

--------------------------------------------------------------------------------
1.  ORGANIZATION

American Skandia Trust (the "Trust") is an open-end management investment
company, registered under the Investment Company Act of 1940, as amended. The
Trust was organized on October 31, 1988 as a Massachusetts business trust. The
Trust operates as a series company and, at December 31, 1999, issued 31 classes
of shares of beneficial interest: AST AIM International Equity Portfolio ("AIM
International Equity") (formerly, AST Putnam International Equity Portfolio),
AST Lord Abbett Growth and Income Portfolio ("Growth and Income"), AST JanCap
Growth Portfolio ("JanCap Growth"), AST Money Market Portfolio ("Money Market"),
AST Neuberger Berman Mid-Cap Value Portfolio ("Mid-Cap Value"), AST AIM Balanced
Portfolio ("Balanced") (formerly, AST Putnam Balanced Portfolio), AST Federated
High Yield Portfolio ("High Yield"), AST T. Rowe Price Asset Allocation
Portfolio ("Asset Allocation"), AST PIMCO Total Return Bond Portfolio ("Total
Return Bond"), AST INVESCO Equity Income Portfolio ("Equity Income"), AST Janus
Small-Cap Growth Portfolio ("Janus Small-Cap Growth") (formerly, Founders
Capital Appreciation Portfolio), AST T. Rowe Price International Equity
Portfolio ("T. Rowe International Equity"), AST T. Rowe Price International Bond
Portfolio ("International Bond"), AST Neuberger Berman Mid-Cap Growth Portfolio
("Mid-Cap Growth"), AST Founders Passport Portfolio ("Passport"), AST T. Rowe
Price Natural Resources Portfolio ("Natural Resources"), AST PIMCO Limited
Maturity Bond Portfolio ("Limited Maturity Bond"), AST Oppenheimer Large-Cap
Growth Portfolio ("Large-Cap Growth"), AST Janus Overseas Growth Portfolio
("Overseas Growth"), AST American Century Income & Growth Portfolio ("Income &
Growth") (formerly, AST Putnam Value Growth & Income), AST American Century
Strategic Balanced Portfolio ("Strategic Balanced"), AST American Century
International Growth Portfolio ("International Growth"), AST T. Rowe Price Small
Company Value Portfolio ("Small Company Value"), AST Marsico Capital Growth
Portfolio ("Capital Growth"), AST Cohen & Steers Realty Portfolio ("Realty"),
AST Lord Abbett Small Cap Value Portfolio ("Small Cap Value"), AST Bankers Trust
Managed Index 500 Portfolio ("Managed Index 500"), AST Kemper Small-Cap Growth
Portfolio ("Kemper Small-Cap Growth"), AST MFS Global Equity Portfolio ("Global
Equity"), AST MFS Growth Portfolio ("MFS Growth"), and AST MFS Growth with
Income Portfolio ("Growth with Income") (collectively the "Portfolios").

2.  SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the
Trust, in conformity with generally accepted accounting principles, in the
preparation of its financial statements. The preparation of financial statements
requires management to make estimates and assumptions that affect the reported
amounts and disclosures in the financial statements. Actual results could differ
from those estimates.

Security Valuation

Portfolio securities are valued at the close of trading on the New York Stock
Exchange. Equity securities are valued generally at the last reported sales
price on the securities exchange on which they are primarily traded, or at the
last reported sales price on the NASDAQ National Securities Market. Securities
not listed on an exchange or securities market, or securities in which there
were no transactions, are valued at the average of the most recent bid and asked
prices.


--------------------------------------------------------------------------------

Debt securities are generally traded in the over-the-counter market and are
valued at a price deemed best to reflect fair value as quoted by dealers who
make markets in these securities or by an independent pricing service. Debt
securities of Money Market are valued at amortized cost, which approximates
market value. The amortized cost method values a security at its cost at the
time of purchase and thereafter assumes a constant amortization to maturity of
any discount or premium. For Portfolios other than Money Market, debt securities
which mature in 60 days or less are valued at cost (or market value 60 days
prior to maturity), adjusted for amortization to maturity of any premium or
discount.

Securities for which market quotations are not readily available are valued at
fair value as determined in accordance with procedures adopted by the Board of
Trustees. At December 31, 1999, there were no securities valued in accordance
with such procedures.

Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign
currencies are converted each business day into U.S. dollars based on the
prevailing rates of exchange. Purchases and sales of portfolio securities and
income and expenses are converted into U.S. dollars on the respective dates of
such transactions.

Gains and losses resulting from changes in exchange rates applicable to foreign
securities are not reported separately from gains and losses arising from
movements in securities prices.

Net realized foreign exchange gains and losses include gains and losses from
sales and maturities of foreign currency exchange contracts, gains and losses
realized between the trade and settlement dates of foreign securities
transactions, and the difference between the amount of net investment income
accrued on foreign securities and the U.S. dollar amount actually received. Net
unrealized foreign exchange gains and losses include gains and losses from
changes in the value of assets and liabilities other than portfolio securities,
resulting from changes in exchange rates.

Foreign Currency Exchange Contracts

A foreign currency exchange contract ("FCEC") is a commitment to purchase or
sell a specified amount of a foreign currency at a specified future date, in
exchange for either a specified amount of another foreign currency or U.S.
dollars.

FCECs are valued at the forward exchange rates applicable to the underlying
currencies, and changes in market value are recorded as unrealized gains and
losses until the contract settlement date.

Risks could arise from entering into FCECs if the counterparties to the
contracts were unable to meet the terms of their contracts. In addition, the use
of FCECs may not only hedge against losses on securities denominated in foreign
currency, but may also reduce potential gains on securities from favorable
movements in exchange rates.

Futures Contracts and Options

A financial futures contract calls for delivery of a particular security at a
specified price and future date. The seller of the contract agrees to make
delivery of the type of security called for in the contract and the buyer agrees
to take delivery at a specified future date. Such contracts require an initial
margin deposit, in cash or cash equivalents, equal to


--------------------------------------------------------------------------------

a certain percentage of the contract amount. Subsequent payments (variation
margin) are made or received by the Portfolio each day, depending on the daily
change in the value of the contract. Futures contracts are valued based on their
quoted daily settlement prices. Fluctuations in value are recorded as unrealized
gains and losses until such time that the contracts are terminated.

An option is a right to buy or sell a particular security at a specified price
within a limited period of time. The buyer of the option, in return for a
premium paid to the seller, has the right to buy (in the case of a call option)
or sell (in the case of a put option) the underlying security of the contract.
The premium received in cash from writing options is recorded as an asset with
an equal liability that is adjusted to reflect the option's value. The premium
received from writing options which expire is recorded as realized gains. The
premium received from writing options which are exercised or closed is offset
against the proceeds or amount paid on the transaction to determine the realized
gain or loss. If a put option is exercised, the premium reduces the cost basis
of the security or currency purchased. Options are valued based on their quoted
daily settlement prices.

Risks could arise from entering into futures and written options transactions
from the potential inability of counterparties to meet the terms of their
contracts, the potential inability to enter into a closing transaction because
of an illiquid secondary market, and from unexpected movements in interest or
exchange rates or securities values.

Repurchase Agreements

A repurchase agreement is a commitment to purchase government securities from a
seller who agrees to repurchase the securities at an agreed-upon price and date.
The excess of the resale price over the purchase price determines the yield on
the transaction. Under the terms of the agreement, the market value, including
accrued interest, of the government securities will be at least equal to their
repurchase price. Repurchase agreements are recorded at cost, which, combined
with accrued interest, approximates market value.

Repurchase agreements entail a risk of loss in the event that the seller
defaults on its obligation to repurchase the securities. In such case, the
Portfolio may be delayed or prevented from exercising its right to dispose of
the securities.

Reverse Repurchase Agreements

A reverse repurchase agreement involves the sale of portfolio securities
together with an agreement to repurchase the same securities at an agreed-upon
price and date. It may be viewed as a borrowing of money and the difference
between the cost of repurchase and proceeds from sale determines the effective
interest rate on the transaction. Reverse repurchase agreements are recorded as
a liability equal to the amount of cash received plus the effective interest
that is payable to the buyer of the securities.

Reverse repurchase agreements bear a risk of loss in the event that the buyer of
the securities is unable to sell back the securities to the Portfolio. In such
case, the Portfolio's use of proceeds under the agreement may be restricted.

Swap Agreements

A swap agreement is a two-party contract under which an agreement is made to
exchange returns from predetermined investments or instruments, including a
particular interest rate, foreign currency, or "basket" of securities
representing


--------------------------------------------------------------------------------

a particular index. The gross returns to be exchanged or "swapped" between the
parties are calculated based on a "notional amount", which, each business day,
is valued to determine each party's obligation under the contract. Fluctuations
in value are recorded as unrealized gains and losses during the term of the
contract.

Commonly used swap agreements include interest rate caps, under which, in return
for a premium, one party agrees to make payments to the other to the extent that
interest rates exceed a specified rate or "cap"; interest rate floors, under
which, in return for a premium, one party agrees to make payments to the other
to the extent that interest rates fall below a specified level or "floor"; and
interest rate collars, under which a party sells a cap and purchases a floor or
vice versa.

Risks could arise from entering into swap agreements from the potential
inability of counterparties to meet the terms of their contracts, and from the
potential inability to enter into a closing transaction. It is possible that
developments in the swaps market, including potential governmental regulation,
could affect the Portfolio's ability to terminate existing swap agreements or to
realize amounts to be received under such agreements.

Securities Loans

Each Portfolio may lend securities for the purpose of realizing additional
income. All securities loans are collateralized by cash or securities issued or
guaranteed by the U.S. Government or its agencies. The value of the collateral
is at least equal to the market value of the securities lent. However, due to
market fluctuations, the value of the securities lent may exceed the value of
the collateral. On the next business day the collateral is adjusted based on the
prior day's market fluctuations and the current day's lending activity.

Interest income from lending activity is determined by the amount of interest
earned on collateral, less any amounts payable to the borrowers of the
securities and the lending agent.

Lending securities involves certain risks, including the risk that the Portfolio
may be delayed or prevented from recovering the collateral if the borrower fails
to return the securities.


--------------------------------------------------------------------------------

At December 31, 1999, securities lending activities are summarized as follows:

<TABLE>
<CAPTION>
                                                          MARKET VALUE
                                                         OF SECURITIES      MARKET VALUE     INCOME FROM
PORTFOLIO                                                   ON LOAN        OF COLLATERAL      LENDING*
---------                                                --------------    --------------    -----------
<S>                                                      <C>               <C>               <C>
Growth and Income......................................  $  345,689,001    $  347,434,005     $108,848
JanCap Growth..........................................   1,502,959,721     1,525,148,321      540,583
Mid-Cap Value..........................................     128,169,342       130,094,329       38,423
Balanced...............................................      82,617,534        81,439,050       30,402
High Yield.............................................      23,405,225        24,630,100       26,396
Asset Allocation.......................................      58,011,616        59,448,883       15,852
Equity Income..........................................     125,190,251       128,216,670       60,347
Janus Small-Cap Growth.................................     265,654,785       272,040,500      606,473
Mid-Cap Growth.........................................     128,909,312       130,027,941       66,012
Natural Resources......................................      21,660,027        21,980,432        7,342
Large-Cap Growth.......................................     109,009,098       111,632,102       31,890
Income & Growth........................................      87,533,080        88,952,431       15,745
Strategic Balanced.....................................      43,788,765        44,750,958        9,027
Small Company Value....................................       4,687,750         5,047,000        9,830
Capital Growth.........................................     415,438,834       415,384,697      125,598
Realty.................................................       3,113,337         3,206,200        1,431
Small Cap Value........................................       6,151,653         6,337,680       12,083
Managed Index 500......................................     133,100,156       135,956,790       23,978
Kemper Small-Cap Growth................................     146,998,021       140,176,624      186,759
</TABLE>

---------------
* Income earned for the period is included in interest income on the Statements
  of Operations.

Investment Transactions and Investment Income

Securities transactions are accounted for on the trade date. Realized gains and
losses from securities sold are recognized on the specific identification basis.
Dividend income is recorded on the ex-dividend date. Corporate actions,
including dividends, on foreign securities are recorded on the ex-dividend date
or, if such information is not available, as soon as reliable information is
available from the Trust's sources. Interest income is recorded on the accrual
basis and includes the accretion of discount and amortization of premium.

Expenses

Each Portfolio is charged for expenses that are directly attributable to it.
Common expenses of the Trust are allocated to the Portfolios in proportion to
their net assets.


--------------------------------------------------------------------------------

Distributions to Shareholders

Dividends, if any, from net investment income are declared and paid at least
annually by all Portfolios other than Money Market. In the case of Money Market,
dividends are declared daily and paid monthly. Net realized gains from
investment transactions, if any, are distributed at least annually.
Distributions to shareholders are recorded on the ex-dividend date.

3.  AGREEMENTS AND OTHER TRANSACTIONS WITH AFFILIATES

The Portfolios have entered into investment management agreements with American
Skandia Investment Services, Inc. (the "Investment Manager") which provide that
the Investment Manager will furnish each Portfolio with investment advice and
investment management and administrative services. The Investment Manager has
engaged the following firms as Sub-advisors for their respective Portfolios:
A I M Capital Management, Inc. for AIM International Equity and Balanced; Lord
Abbett & Co. for Growth and Income and Small Cap Value; Janus Capital
Corporation for JanCap Growth, Janus Small-Cap Growth, and Overseas Growth; J.
P. Morgan Investment Management, Inc. for Money Market; Federated Investment
Counseling for High Yield; T. Rowe Price Associates, Inc. for Asset Allocation,
Natural Resources, and Small Company Value; Pacific Investment Management Co.
for Total Return Bond and Limited Maturity Bond; INVESCO Funds Group, Inc. for
Equity Income; Founders Asset Management, Inc. for Passport; Rowe Price-Fleming
International, Inc., a United Kingdom Corporation, for T. Rowe International
Equity and International Bond; Neuberger Berman Management, Inc. for Mid-Cap
Value and Mid-Cap Growth; OppenheimerFunds, Inc. for Large-Cap Growth; American
Century Investment Management, Inc. for Income & Growth, Strategic Balanced, and
International Growth; Marsico Capital Management, LLC for Capital Growth; Cohen
& Steers Capital Management, Inc. for Realty; Bankers Trust Co. for Managed
Index 500; Scudder Kemper Investments, Inc. for Kemper Small-Cap Growth; and
Massachusetts Financial Services Co. for Global Equity, MFS Growth, and Growth
with Income.

The Investment Manager receives a fee, computed daily and paid monthly, based on
an annual rate of 1.00%, .75%, .90%, .50%, .90%, .75%, .75%, .85%, .65%, .75%,
 .90%, 1.00%, .80%, .90%, 1.00%, .90%, .65%, .90%, 1.00%, .75%, .85%, 1.00%,
 .90%, .90%, 1.00%, .95%, .60%, .95%, 1.00%, .90%, and .90% of the average daily
net assets of the AIM International Equity, Growth and Income, JanCap Growth,
Money Market, Mid-Cap Value, Balanced, High Yield, Asset Allocation, Total
Return Bond, Equity Income, Janus Small-Cap Growth, T. Rowe International
Equity, International Bond, Mid-Cap Growth, Passport, Natural Resources, Limited
Maturity Bond, Large-Cap Growth, Overseas Growth, Income & Growth, Strategic
Balanced, International Growth, Small Company Value, Capital Growth, Realty,
Small Cap Value, Managed Index 500, Kemper Small-Cap Growth, Global Equity, MFS
Growth, and Growth with Income Portfolios, respectively. The fees for AIM
International Equity are at the rate of .85% for average daily net assets in
excess of $75 million, for Mid-Cap Value, Mid-Cap Growth, and Large-Cap Growth
are at the rate of .85% for average daily net assets in excess of $1 billion,
for Balanced are at the rate of .70% for average daily net assets in excess of
$300 million, and for Kemper Small-Cap Growth are at the rate of .90% for
average daily net assets in excess of $1 billion. During the period ended
December 31, 1999, the Investment Manager voluntarily waived .05% from its fee
for the Money Market Portfolio and .05% from its fee for the JanCap Growth and
Growth and Income Portfolios on average daily net assets in excess of $1
billion.


--------------------------------------------------------------------------------

The Investment Manager pays each Sub-advisor a fee, computed daily and paid
monthly, based on an annual rate of .65%, .50%, .60%, .25%, .50%, .45%, .50%,
 .50%, .30%, .50%, .50%, .75%, .40%, .45%, .60%, .60%, .30%, .35%, .65%, .45%,
 .50%, .70%, .60%, .45%, .60%, .50%, .17%, .50%, .425%, .40%, and .40% of the
average daily net assets of the AIM International Equity, Growth and Income,
JanCap Growth, Money Market, Mid-Cap Value, Balanced, High Yield, Asset
Allocation, Total Return Bond, Equity Income, Janus Small-Cap Growth, T. Rowe
International Equity, International Bond, Mid-Cap Growth, Passport, Natural
Resources, Limited Maturity Bond, Large-Cap Growth, Overseas Growth, Income &
Growth, Strategic Balanced, International Growth, Small Company Value, Capital
Growth, Realty, Small Cap Value, Managed Index 500, Kemper Small-Cap Growth,
Global Equity, MFS Growth, and Growth with Income Portfolios, respectively. The
Sub-advisors for the JanCap Growth, Money Market, Janus Small-Cap Growth, and T.
Rowe International Equity Portfolios are currently voluntarily waiving a portion
of their fee payable by the Investment Manager. The annual rates of the fees
payable by the Investment Manager to the Sub-advisors of all Portfolios, other
than International Bond, Capital Growth, and Small Cap Value are reduced for
Portfolio net assets in excess of specified levels.

On April 21, 1999, the Board of Trustees of the Trust approved changes in
Sub-advisor for AST Putnam International Equity Portfolio, AST Putnam Balanced
Portfolio, and AST Putnam Value Growth & Income Portfolio. On May 4, 1999, A I M
Capital Management, Inc. became Sub-advisor to Putnam International Equity
Portfolio (currently, AST AIM International Equity Portfolio) and AST Putnam
Balanced Portfolio (currently, AST AIM Balanced Portfolio) and American Century
Investment Management, Inc. became Sub-advisor to AST Putnam Value Growth &
Income Portfolio (currently, AST American Century Income & Growth Portfolio).
These changes were approved by shareholder vote on September 30, 1999.

By the terms of the Investment Management Agreement, during the year ended
December 31, 1999, the Investment Manager reimbursed Money Market in the amount
of $28,308 to prevent its expenses from exceeding an annual rate of .60% of
average daily net assets. In addition, the Investment Manager voluntarily
reimbursed Global Equity in the amount of $599. Voluntary payments of Portfolio
expenses by the Investment Manager are subject to reimbursement by the Portfolio
within the two-year period following such payments. During the year ended
December 31, 1999, Managed Index 500 paid $72,940 as reimbursement to the
Investment Manager.

The Trust has adopted a Distribution Plan (the "Plan") under Rule 12b-1 of the
Investment Company Act of 1940. The Plan permits American Skandia Marketing,
Incorporated ("ASMI") to receive brokerage commissions in connection with
purchases and sales of securities by the Portfolios, and to use these
commissions to promote the sale of variable contracts, the premiums for which
are invested in shares of the Trust. Under the Plan, securities transactions for
a Portfolio may be directed to certain brokers for execution ("clearing
brokers") who have agreed to pay part of the brokerage commissions received on
these transactions to ASMI for "introducing" transactions to the clearing
broker. In turn, ASMI uses the brokerage commissions received as an introducing
broker to pay various distribution-related expenses, such as advertising,
printing of sales materials, and payments to dealers.

Commissions received by ASMI under the Plan are reflected in the cost of
securities purchased and the proceeds from the sale of securities. These
commissions are shown in the Statements of Operations as "Distribution Fees" and
a corresponding reduction "Fees Paid Indirectly". Net expenses of the Portfolios
are unaffected by these commissions. From July 28, 1999 to December 31, 1999,
commissions received by ASMI totaled $1,548,081.


--------------------------------------------------------------------------------

The Trust has entered into an agreement with American Skandia Life Assurance
Corporation ("ASLAC") pursuant to which it pays ASLAC a shareholder servicing
fee at an annual rate of .10% of each Portfolio's average daily net assets.

Certain officers and Trustees of the Trust are officers or directors of the
Investment Manager. The Trust pays no compensation directly to its officers or
interested Trustees.

4.  TAX MATTERS

Each Portfolio intends to qualify as a regulated investment company under the
Internal Revenue Code and to distribute all of its taxable income, including any
net realized gains on investments, to shareholders. Accordingly, no provision
for federal income or excise tax has been made.

Income and capital gains of the Portfolios are determined in accordance with
both tax regulations and generally accepted accounting principles. Such may
result in temporary and permanent differences between tax basis earnings and
earnings reported for financial statement purposes. Temporary differences that
result in over-distributions for financial statement purposes are classified as
distributions in excess of net investment income or accumulated net realized
gains. Permanent differences in the recognition of earnings are reclassified to
additional paid-in capital. Distributions in excess of tax-basis earnings are
recorded as a return of capital.

Capital Loss Carryforwards

At December 31, 1999, the following Portfolios had, for federal income tax
purposes, capital loss carryforwards available to offset future net realized
capital gains.

<TABLE>
<CAPTION>
                                                                     EXPIRATION DECEMBER 31,
                                                          ---------------------------------------------
                                             AMOUNT         2004      2005       2006          2007
                                           -----------    --------    ----    ----------    -----------
<S>                                        <C>            <C>         <C>     <C>           <C>
High Yield...............................  $ 3,504,698    $     --    $--     $       --    $ 3,504,698
Total Return Bond........................   23,034,821          --     --             --     23,034,821
International Bond.......................    1,753,510          --     --             --      1,753,510
Limited Maturity Bond....................    1,947,158     496,087     --             --      1,451,071
Realty...................................    2,479,752          --     --        569,675      1,910,077
Small Cap Value..........................    1,275,730          --     --      1,275,730             --
Growth...................................        1,705          --     --             --          1,705
Growth with Income.......................        1,855          --     --             --          1,855
</TABLE>


--------------------------------------------------------------------------------

5.  PORTFOLIO SECURITIES

Purchases and sales of securities, other than short-term obligations, during the
year ended December 31, 1999, were as follows ($ in thousands):

<TABLE>
<CAPTION>
                                                   U.S. GOVERNMENT SECURITIES        OTHER SECURITIES
                                                   --------------------------    ------------------------
                                                    PURCHASES        SALES       PURCHASES       SALES
                                                   -----------    -----------    ----------    ----------
<S>                                                <C>            <C>            <C>           <C>
AIM International Equity.........................  $       --     $       --     $  830,587    $  893,771
Growth and Income................................          --             --      1,031,937       891,206
JanCap Growth....................................          --             --      2,139,068     1,318,833
Mid-Cap Value....................................          --             --      1,312,090       927,638
Balanced.........................................     114,207        114,379        496,669       470,733
High Yield.......................................          --             --        283,625       236,080
Asset Allocation.................................      46,316         25,551        108,439        36,658
Total Return Bond................................   2,276,625      2,188,256        567,799       221,645
Equity Income....................................      16,907         13,814        719,471       579,175
Janus Small-Cap Growth...........................          --             --        940,218       614,224
T. Rowe International Equity.....................          --             --        126,137       205,677
International Bond...............................          --             --        147,805       173,204
Mid-Cap Growth...................................          --             --        362,756       352,625
Passport.........................................          --             --        387,655       369,225
Natural Resources................................          --             --         73,597        64,443
Limited Maturity Bond............................     545,870        614,377        258,923        90,401
Large-Cap Growth.................................          --             --        837,731       829,951
Overseas Growth..................................          --             --        805,402       590,590
Income & Growth..................................          --             --        404,614       302,722
Strategic Balanced...............................      48,041         18,940        225,910       143,628
International Growth.............................          --             --        127,603       108,167
Small Company Value..............................          --             --         69,754       105,500
Capital Growth...................................          --             --      1,811,015     1,159,407
Realty...........................................          --             --         51,289        24,220
Small Cap Value..................................          --             --         72,376        45,254
Managed Index 500................................       4,499             --        677,310       409,735
Kemper Small-Cap Growth..........................          --             --        984,665       553,208
Global Equity....................................          --             --          2,444         1,456
MFS Growth.......................................          --             --          4,614         1,737
Growth with Income...............................          --             --          7,225           326
</TABLE>


--------------------------------------------------------------------------------

At December 31, 1999, the cost and unrealized appreciation or depreciation in
value of the investments owned by the Portfolios, for federal income tax
purposes, were as follows ($ in thousands):

<TABLE>
<CAPTION>
                                                                   GROSS           GROSS        NET UNREALIZED
                                                  AGGREGATE      UNREALIZED      UNREALIZED      APPRECIATION
                                                     COST       APPRECIATION    DEPRECIATION    (DEPRECIATION)
                                                  ----------    ------------    ------------    --------------
<S>                                               <C>           <C>             <C>             <C>
AIM International Equity........................  $  479,131     $  291,300       $ (4,890)       $  286,410
Growth and Income...............................   1,289,787        264,942        (56,547)          208,395
JanCap Growth...................................   3,004,795      2,975,642        (58,268)        2,917,374
Mid-Cap Value...................................     662,886         75,118        (67,089)            8,029
Balanced........................................     423,115         82,645        (11,647)           70,998
High Yield......................................     669,859          8,226        (65,679)          (57,453)
Asset Allocation................................     358,845        116,902        (19,700)           97,202
Total Return Bond...............................   1,174,514          1,631        (35,283)          (33,652)
Equity Income...................................     894,678        199,874        (52,295)          147,579
Janus Small-Cap Growth..........................     823,143        627,888        (13,090)          614,798
T. Rowe International Equity....................     336,281        180,018        (16,054)          163,964
International Bond..............................     137,466          3,365        (11,770)           (8,405)
Mid-Cap Growth..................................     256,683        153,860         (3,623)          150,237
Passport........................................     168,191         63,381         (3,678)           59,703
Natural Resources...............................     101,596         14,214        (11,910)            2,304
Limited Maturity Bond...........................     423,020          1,594         (6,730)           (5,136)
Large-Cap Growth................................     268,563        102,749         (7,121)           95,628
Overseas Growth.................................     829,900        722,419         (5,816)          716,603
Income & Growth.................................     314,295         56,650        (14,504)           42,146
Strategic Balanced..............................     199,009         24,724         (7,744)           16,980
International Growth............................      93,229         62,751         (1,088)           61,663
Small Company Value.............................     297,967         26,067        (63,651)          (37,584)
Capital Growth..................................   1,152,263        570,809         (6,374)          564,435
Realty..........................................      63,651          2,749         (7,578)           (4,829)
Small Cap Value.................................      69,584         10,980         (5,111)            5,869
Managed Index 500...............................     553,250        102,141        (33,006)           69,135
Kemper Small-Cap Growth.........................     509,676        355,934        (20,102)          335,832
Global Equity...................................       1,113            134            (30)              104
MFS Growth......................................       4,281            419            (53)              366
Growth with Income..............................       7,683            450           (178)              272
</TABLE>


--------------------------------------------------------------------------------

6.  WRITTEN OPTIONS TRANSACTIONS

Written options transactions, during the year ended December 31, 1999, were as
follows ($ in thousands):

<TABLE>
<CAPTION>
                                                             BALANCED              TOTAL RETURN BOND
                                                      ----------------------    -----------------------
                                                      NUMBER OF                 NUMBER OF
                                                      CONTRACTS     PREMIUM     CONTRACTS     PREMIUM
                                                      ---------    ---------    ---------    ----------
<S>                                                   <C>          <C>          <C>          <C>
Balance at beginning of year........................       --      $      --      26,230     $  638,678
Written.............................................      741        583,730      58,590      2,584,719
Expired.............................................       --             --     (67,420)    (2,315,890)
Exercised...........................................       --             --          --             --
Closed..............................................     (201)      (352,693)       (430)       (45,457)
                                                       ------      ---------     -------     ----------
Balance at end of year..............................      540      $ 231,037      16,970     $  862,050
                                                       ======      =========     =======     ==========
</TABLE>

<TABLE>
<CAPTION>
                                                        LIMITED MATURITY BOND        CAPITAL GROWTH
                                                        ----------------------    ---------------------
                                                        NUMBER OF                 NUMBER OF
                                                        CONTRACTS     PREMIUM     CONTRACTS    PREMIUM
                                                        ---------    ---------    ---------    --------
<S>                                                     <C>          <C>          <C>          <C>
Balance at beginning of year..........................       76      $  13,948         --      $     --
Written...............................................    5,270        203,793      2,970         4,572
Expired...............................................     (156)       (16,096)        --            --
Exercised.............................................     (190)        (4,180)        --            --
Closed................................................   (5,000)      (197,465)    (2,970)       (4,572)
                                                         ------      ---------     ------      --------
Balance at end of year................................       --      $      --         --      $     --
                                                         ======      =========     ======      ========
</TABLE>

At December 31, 1999, Balanced and Total Return Bond had sufficient cash and/or
securities at least equal to the value of written options.

7.  LINE OF CREDIT

The Portfolios and other affiliated funds participate in a $100 million
unsecured, committed line of credit, provided by a syndication of banks, under a
line of credit agreement. Borrowings may be made for temporary or emergency
purposes, including the meeting of redemption requests that otherwise might
require the untimely disposition of securities. Any borrowings must be repaid
within 30 days of their receipt. Interest is charged to each Portfolio, based on
its borrowings, at a premium above the Federal Funds Rate. In addition, a
commitment fee, equal to an annual rate of .09% of the average daily unused
portion of the line of credit, is allocated among the participants at the end of
each quarter. As of December 31, 1999, there were no borrowings under the
agreement.


--------------------------------------------------------------------------------

INDEPENDENT AUDITORS' REPORT
The Board of Trustees and Shareholders,
American Skandia Trust:

We have audited the accompanying statements of assets and liabilities, including
the schedules of investments, of American Skandia Trust (the "Trust")
(comprising, respectively, the AST AIM International Equity Portfolio [formerly,
AST Putnam International Equity Portfolio], AST Lord Abbett Growth and Income
Portfolio, AST JanCap Growth Portfolio, AST Money Market Portfolio, AST
Neuberger Berman Mid-Cap Value Portfolio, AST AIM Balanced Portfolio [formerly,
AST Putnam Balanced Portfolio], AST Federated High Yield Portfolio, AST T. Rowe
Price Asset Allocation Portfolio, AST PIMCO Total Return Bond Portfolio, AST
INVESCO Equity Income Portfolio, AST Janus Small-Cap Growth Portfolio [formerly,
Founders Capital Appreciation Portfolio], AST T. Rowe Price International Equity
Portfolio, AST T. Rowe Price International Bond Portfolio, AST Neuberger Berman
Mid-Cap Growth Portfolio, AST Founders Passport Portfolio, AST T. Rowe Price
Natural Resources Portfolio, AST PIMCO Limited Maturity Bond Portfolio, AST
Oppenheimer Large-Cap Growth Portfolio, AST Janus Overseas Growth Portfolio, AST
American Century Income & Growth Portfolio [formerly, AST Putnam Value Growth
and Income Portfolio], AST American Century Strategic Balanced Portfolio, AST
American Century International Growth Portfolio, AST T. Rowe Price Small Company
Value Portfolio, AST Marsico Capital Growth Portfolio, AST Cohen & Steers Realty
Portfolio, AST Lord Abbett Small Cap Value Portfolio, AST Bankers Trust Enhanced
500 Portfolio, AST Kemper Small-Cap Growth Portfolio, AST MFS Global Equity
Portfolio, AST MFS Growth Portfolio, and AST MFS Growth with Income Portfolio)
as of December 31, 1999, and the related statements of operations and changes in
net assets and the financial highlights for each of the periods presented. These
financial statements and the financial highlights are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and the financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and the financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1999, by correspondence with the Trust's custodians and brokers;
where replies were not received from brokers, we performed other auditing
procedures. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective portfolios constituting American Skandia Trust, as of December
31, 1999, the results of their operations, the changes in their net assets, and
the financial highlights for the respective stated periods, in conformity with
generally accepted accounting principles.

Deloitte & Touche LLP
New York, New York
February 11, 2000


<PAGE>



                                   APPENDIX B

                 Description of Certain Debt Securities Ratings

Moody's Investors Service, Inc. ("Moody's")

         Aaa -- Bonds which are rated Aaa are judged to be of the best  quality.
They carry the smallest degree of investment risk and are generally  referred to
as "gilt edge."  Interest  payments are protected by a large,  or  exceptionally
stable,  margin, and principal is secure.  While the various protective elements
are likely to change,  such changes as can be  visualized  are most  unlikely to
impair the fundamentally strong position of such issues.

         Aa -- Bonds which are rated Aa are judged to be of high  quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds.  They are rated lower than the best bonds  because  margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements  may be of greater  amplitude  or there may be other  elements  present
which make the long-term risk appear somewhat larger than the Aaa securities.

         A --  Bonds  which  are  rated  A  possess  many  favorable  investment
attributes and are to be considered as upper-medium-grade  obligations.  Factors
giving security to principal and interest are considered adequate,  but elements
may be present which  suggest a  susceptibility  to impairment  some time in the
future.

         Baa -- Bonds  which  are  rated  Baa are  considered  as  medium  grade
obligations  (i.e.,  they are  neither  highly  protected  nor poorly  secured).
Interest  payments and principal  security  appear  adequate for the present but
certain  protective  elements  may  be  lacking  or  may  be  characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.

         Ba -- Bonds which are rated Ba are judged to have speculative elements;
their future  cannot be  considered  as well  assured.  Often the  protection of
interest  and  principal  payments  may be very  moderate  and  thereby not well
safeguarded  during  both good and bad times  over the  future.  Uncertainty  of
position characterizes bonds in this class.

         B -- Bonds  which  are  rated B  generally  lack  characteristics  of a
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

         Caa -- Bonds which are rated Caa are of poor standing.  Such issues may
be in  default  or there may be  present  elements  of danger  with  respect  to
principal or interest.

         Ca --  Bonds  which  are  rated  Ca  represent  obligations  which  are
speculative  in a high  degree.  Such  issues are often in default or have other
marked shortcomings.

         C -- Bonds  which are rated C are the lowest  rated  class of bonds and
issues so rated can be  regarded  as having  extremely  poor  prospects  of ever
attaining any real investment standing.

Standard & Poor's Corporation ("Standard & Poor's")

         AAA -- Debt rated AAA has the  highest  rating  assigned  by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.

         AA -- Debt rated AA has a strong  capacity  to pay  interest  and repay
principal, and differs from the highest rated issues only in a small degree.

         A -- Debt  rated A has a strong  capacity  to pay  interest  and  repay
principal,  although it is somewhat more  susceptible to the adverse  effects of
changes in  circumstances  and  economic  conditions  than debt in higher  rated
categories.

         BBB - Debt rated BBB is regarded as having an adequate  capacity to pay
interest and repay principal.  Whereas they normally exhibit adequate protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories.

         BB, B, CCC,  CC, C -- Debt rated BB, B, CCC,  CC and C is  regarded  as
having predominantly speculative characteristics with respect to capacity to pay
interest and repay principal. BB indicates the least degree of speculation and C
the  highest.  While such debt will  likely  have some  quality  and  protective
characteristics,  these are  outweighed  by large  uncertainties  of major  risk
exposures to adverse conditions.

         BB -- Debt rated BB has less  near-term  vulnerability  to default than
other  speculative  issues.  However,  it faces major ongoing  uncertainties  or
exposure to adverse business, financial, or economic conditions which could lead
to inadequate  capacity to meet timely interest and principal  payments.  The BB
rating is also used for debt  subordinated  to senior  debt that is  assigned an
actual or implied BBB rating.

         B -- Debt rated B has a greater  vulnerability to default but currently
has the capacity to meet  interest  payments and principal  repayments.  Adverse
business,  financial,  or economic  conditions  will likely  impair  capacity or
willingness to pay interest and repay  principal.  The B rating category is also
used for debt  subordinated to senior debt that is assigned an actual or implied
BB or BB-rating.

         CCC -- Debt rated CCC has a  currently  identifiable  vulnerability  to
default,  and is dependent  upon  favorable  business,  financial,  and economic
conditions to meet timely payment of interest and repayment of principal. In the
event of adverse business, economic or financial conditions, it is not likely to
have the capacity to pay interest and repay  principal.  The CCC rating category
is also used for debt  subordinated to senior debt that is assigned an actual or
implied B or B- rating.

         CC -- The rating CC typically is applied to debt subordinated to senior
debt that is assigned an actual or implied CCC rating.

         C -- The C rating may be used to cover a situation  where a  bankruptcy
petition has been filed, but debt service payments are continued.

         CI -- The rating CI is reserved  for income  bonds on which no interest
is being paid.

         D -- Debt rated D is in payment default.  The D rating category is used
when interest payments or principal  payments are not made on the date due, even
if the  applicable  grace  period  has not  expired,  unless  Standard  & Poor's
believes that such payments will be made during such grace period.  The D rating
also  will be used  upon the  filing  of  bankruptcy  petition  if debt  service
payments are jeopardized.

         Plus (+) or minus (-) -- Ratings  from AA to CCC may be modified by the
addition  of a plus of minus  sign to show  relative  standing  within the major
rating categories.

                 Description of Certain Commercial Paper Ratings

Moody's

         Prime-1 -- Issuers rated Prime-1 (or  supporting  institutions)  have a
superior ability for repayment of senior  short-term debt  obligations.  Prime-1
repayment   ability  will  often  be   evidenced   by  many  of  the   following
characteristics:  leading market positions in well-established  industries; high
rates of return on funds employed;  conservative  capitalization structures with
moderate reliance on debt and ample asset protection;  broad margins in earnings
coverage of fixed  financial  charges and high  internal  cash  generation;  and
well-established  access to a range of financial  markets and assured sources of
alternate liquidity.

         Prime-2 -- Issuers rated Prime-2 (or related  supporting  institutions)
have a strong ability for repayment of senior short-term debt obligations.  This
will normally be evidenced by many of the characteristics  cited above, but to a
lesser degree.  Earnings trends and coverage  ratios,  while sound,  may be more
subject to variation.  Capitalization characteristics,  while still appropriate,
may be more  affected by  external  conditions.  Ample  alternate  liquidity  is
maintained.

         Prime-3 -- Issuers rated Prime-3 (or related  supporting  institutions)
have an acceptable  ability for repayment of senior short-term debt obligations.
The  effect of  industry  characteristics  and market  compositions  may be more
pronounced.  Variability in earnings and  profitability may result in changes in
the  level of debt  protection  measurements  and may  require  relatively  high
financial leverage. Adequate alternate liquidity is maintained.

         Not Prime - Issuers rated Not Prime do not fall within any of the Prime
rating categories.

Standard & Poor's

         A-1 -- This  highest  category  indicates  that the  degree  of  safety
regarding time payment is strong.  Those issues  determined to possess extremely
strong safety characteristics are denoted with a plus sign designation.

         A-2 -- Capacity for timely  payment on issues with this  designation is
satisfactory.  However,  the  relative  degree  of  safety is not as high as for
issues designated "A-1".

         A-3 -- Issues  carrying this  designation  have  adequate  capacity for
timely payment. They are, however, more vulnerable to the adverse effects of the
changes in circumstances than obligations carrying the higher designations.

         B -- Issues  rated B are regarded as having only  speculative  capacity
for timely payment.

         C -- This rating is  assigned to  short-term  debt  obligations  with a
doubtful capacity for payment.

         D - Debt rated D is in payment  default.  The D rating category is used
when interest payments or principal  payments are not made on the date due, even
if the  applicable  grace  period  has not  expired,  unless  Standard  & Poor's
believes that such payments will be made during such grace period.
<PAGE>
<TABLE>
<CAPTION>
PART C.      OTHER INFORMATION

<S>      <C>      <C>       <C>     <C>
ITEM 23.          Exhibits

         xii      (a).     (1)      Amended and Restated Declaration of Trust of Registrant.

         xv       (b).     By-laws of Registrant.

         vi       (c).     Articles III and VI of the Registrant's  Declaration of Trust and Article 11 of the Registrant's
                           By-laws.

         vi       (d).     (1)      Investment   Management   Agreement  between   Registrant  and  American  Skandia  Life
                                    Investment Management, Inc. for the AST JanCap Growth Portfolio.


         vi                (2)      Investment   Management   Agreement  between   Registrant  and  American  Skandia  Life
                                    Investment Management, Inc. for the AST Money Market Portfolio.


         vi                (3)      Investment   Management   Agreement  between   Registrant  and  American  Skandia  Life
                                    Investment Management, Inc. for the AST Federated High Yield Portfolio.

         vi                (4)      Investment   Management   Agreement  between   Registrant  and  American  Skandia  Life
                                    Investment Management, Inc. for the AST T. Rowe Price Asset Allocation Portfolio.

         vi                (5)      Investment   Management   Agreement  between   Registrant  and  American  Skandia  Life
                                    Investment Management, Inc. for the AST INVESCO Equity Income Portfolio.

         vi                (6)      Investment   Management   Agreement  between   Registrant  and  American  Skandia  Life
                                    Investment Management, Inc. for the AST PIMCO Total Return Portfolio.

         vi                (7)      Investment   Management   Agreement  between   Registrant  and  American  Skandia  Life
                                    Investment Management, Inc. for AST T. Rowe Price Natural Resources Portfolio.

         vi                (8)      Investment   Management   Agreement  between   Registrant  and  American  Skandia  Life
                                    Investment Management, Inc. for AST PIMCO Limited Maturity Bond Portfolio.

         i                 (9)      Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST T. Rowe Price International Bond Portfolio.

         ii                (10)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Janus Overseas Growth Portfolio.

         ii                (11)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Founders Passport Portfolio.

         ii                (12)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST American Century International Growth Portfolio.

         ii                (13)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST American Century Strategic Balanced Portfolio.

         x                 (14)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST American Century Income & Growth Portfolio.

         x                 (15)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST AIM International Equity Portfolio.

         x                 (16)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST AIM Balanced Portfolio.

         v                 (17)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Lord Abbett Small Cap Value Portfolio.

         v                 (18)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Cohen & Steers Realty Portfolio.

         v                 (19)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Marsico Capital Growth Portfolio.

         vii               (20)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Neuberger Berman Mid-Cap Value Portfolio.

         vii               (21)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Neuberger Berman Mid-Cap Growth Portfolio.

         ix                (22)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Janus Small-Cap Growth Portfolio.

         ix                (23)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Kemper Small-Cap Growth Portfolio.

         xii               (24)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST MFS Global Equity Portfolio.

         xii               (25)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST MFS Growth Portfolio.

         xii               (26)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST MFS Growth with Income Portfolio.

         xiii              (27)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Alger All-Cap Growth Portfolio.

         xv                (28)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST American Century International Growth Portfolio II.

         xv                (29)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Janus Mid-Cap Growth Portfolio.

         xv                (30)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Alliance Growth Portfolio.

         xv                (31)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Sanford Bernstein Managed Index 500 Portfolio.

         xv                (32)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Alliance Growth and Income Portfolio.


                           (33)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Scudder Japan Portfolio.


                           (34)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Federated Aggressive Growth Portfolio.

                           (35)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Gabelli Small-Cap Value Portfolio.

                           (36)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Alger Mid-Cap Growth Portfolio.

                           (37)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Gabelli All-Cap Value Portfolio.

                           (38)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Kinetics Internet Portfolio.

                           (39)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Alger Growth Portfolio.

                           (40)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Janus Strategic Value Portfolio.

                           (41)     Investment  Management  Agreement  between  Registrant and American Skandia  Investment
                                    Services, Incorporated for the AST Lord Abbett Bond-Debenture Portfolio.


         vi                (42)     Sub-advisory  Agreement between American Skandia Life Investment  Management,  Inc. and
                                    Janus Capital Corporation for the AST JanCap Growth Portfolio.

         xiv               (43)     Sub-advisory  Agreement  between American Skandia  Investment  Services,  Inc. and J.P.
                                    Morgan Investment Management Inc. for the AST Money Market Portfolio.

         vi                (44)     Sub-advisory   Agreement  between  American  Skandia  Investment  Services,   Inc.  and
                                    Federated Investment Counseling for the AST Federated High Yield Portfolio.

         vii               (45)     Sub-advisory  Agreement between American Skandia Investment Services,  Inc. and T. Rowe
                                    Price Associates, Inc. for the AST T. Rowe Price Asset Allocation Portfolio.


         xvi               (46)     Sub-advisory  Agreement between American Skandia  Investment  Services Inc. and Pacific
                                    Investment Management Company for the AST PIMCO Total Return Portfolio.


         vi                (47)     Sub-advisory  Agreement between American Skandia Investment Services,  Inc. and T. Rowe
                                    Price Associates, Inc. for the AST T. Rowe Price Natural Resources Portfolio.


         xvi               (48)     Sub-advisory  Agreement between American Skandia Investment Services,  Inc. and Pacific
                                    Investment Management Company for the AST PIMCO Limited Maturity Bond Portfolio.



                           (49)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    T. Rowe Price International, Inc. for the AST T. Rowe Price Global Bond Portfolio.


         ii                (50)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Janus Capital Corporation for the AST Janus Overseas Growth Portfolio.

         vii               (51)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Founders Asset Management LLC for the AST Founders Passport Portfolio.


         xvi               (52)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    American   Century   Investment   Management,   Inc.  for  the  AST  American   Century
                                    International Growth Portfolio.

         xvi               (53)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    American Century  Investment  Management,  Inc. for the AST American Century  Strategic
                                    Balanced Portfolio.

         xvi               (54)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    American  Century  Investment  Management,  Inc. for the AST American  Century Income &
                                    Growth Portfolio.


         xv                (55)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    A I M Capital Management, Inc. for the AST AIM International Equity Portfolio.

         xv                (56)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    A I M Capital Management, Inc. for the AST AIM Balanced Portfolio.

         iv                (57)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    INVESCO Trust Company for the AST INVESCO Equity Income Portfolio.

         viii              (58)     Amendment to Sub-advisory  Agreement  between  American  Skandia  Investment  Services,
                                    Incorporated,  INVESCO Trust Company and INVESCO Funds Group,  Inc. for the AST INVESCO
                                    Equity Income Portfolio.

         v                 (59)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Lord, Abbett & Co. for the AST Lord Abbett Small Cap Value Portfolio.

         v                 (60)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Cohen & Steers Capital Management, Inc. for the AST Cohen & Steers Realty Portfolio.

         x                 (61)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Marsico Capital Management, LLC for the AST Marsico Capital Growth Portfolio.

         vii               (62)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Neuberger&Berman  Management,  Incorporated  for the AST Neuberger Berman Mid-Cap Value
                                    Portfolio.

         vii               (63)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Neuberger&Berman  Management,  Incorporated for the AST Neuberger Berman Mid-Cap Growth
                                    Portfolio.

         ix                (64)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Janus Capital Corporation for the AST Janus Small-Cap Growth Portfolio.

         ix                (65)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Scudder Kemper Investments, Inc. for the AST Kemper Small-Cap Growth Portfolio.


         xii               (66)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Massachusetts Financial Services Company for the AST MFS Global Equity Portfolio.


         xii               (67)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Massachusetts Financial Services Company for the AST MFS Growth Portfolio.

         xii               (68)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Massachusetts Financial Services Company for the AST MFS Growth with Income Portfolio.


                           (69)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Fred Alger Management, Inc. for the AST Alger All-Cap Growth Portfolio.


         xv                (70)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    American   Century   Investment   Management,   Inc.  for  the  AST  American   Century
                                    International Growth Portfolio II.

         xv                (71)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Janus Capital Corporation. for the AST Janus Mid-Cap Growth Portfolio.

         xv                (72)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Alliance Capital Management L.P. for the AST Alliance Growth Portfolio.


                           (73)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Sanford  C.  Bernstein  & Co.,  LLC for the AST  Sanford  Bernstein  Managed  Index 500
                                    Portfolio.


         xv                (74)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Alliance Capital Management L.P. for the AST Alliance Growth and Income Portfolio.


                           (75)     Sub-advisory  Agreement between American Skandia Investment Services,  Incorporated and
                                    Scudder Kemper Investments, Inc. for the AST Scudder Japan Portfolio.

                           (76)     Sub-advisory   Agreement  between  American  Skandia  Investment  Services,   Inc.  and
                                    Federated Investment Counseling for the AST Federated Aggressive Growth Portfolio.

                           (77)     Sub-advisory  Agreement between American Skandia  Investment  Services,  Inc. and GAMCO
                                    Investors, Inc. for the AST Gabelli Small-Cap Value Portfolio.

                           (78)     Sub-advisory  Agreement  between American Skandia  Investment  Services,  Inc. and Fred
                                    Alger Management, Inc. for the AST Alger Mid-Cap Growth Portfolio.

                           (79)     Sub-advisory  Agreement between American Skandia  Investment  Services,  Inc. and GAMCO
                                    Investors, Inc. for the AST Gabelli All-Cap Value Portfolio.

                           (80)     Sub-advisory Agreement between American Skandia Investment Services,  Inc. and Kinetics
                                    Asset Management, Inc. for the AST Kinetics Internet Portfolio.

                           (81)     Sub-advisory  Agreement  between American Skandia  Investment  Services,  Inc. and Fred
                                    Alger Management, Inc. for the AST Alger Growth Portfolio.

                           (82)     Sub-advisory  Agreement between American Skandia  Investment  Services,  Inc. and Janus
                                    Capital Corporation for the AST Janus Strategic Value Portfolio.

                           (83)     Sub-advisory  Agreement  between American Skandia  Investment  Services,  Inc. and Lord
                                    Abbett & Co. for the AST Lord Abbett Bond-Debenture Portfolio.


         vi       (e).     (1)      Sales Agreement between Registrant and American Skandia Life Assurance Corporation.

         ii                (2)      Sales Agreement between Registrant and Kemper Investors Life Insurance Company.

                  (f).     None.

         viii     (g).     (1)      Amended and Restated  Custody  Agreement  between  Registrant  and Morgan Stanley Trust
                                    Company.

         viii              (2)      Foreign Custody Manager Delegation Amendment

         vi                (3)      Amended Custodian Agreement between Registrant and Provident National Bank.

         viii              (4)      Amendment to Custodian Services Agreement between Registrant and PNC Bank, N.A.

         xv                (5)      Amendment to Custodian Services Agreement between Registrant and PFPC Trust Company

         vi                (6)      Amended  Transfer  Agency  Agreement   between   Registrant  and  Provident   Financial
                                    Processing Corporation.

         vi       (h).     (1)      Amended Administration  Agreement between Registrant and Provident Financial Processing
                                    Corporation.

         iii               (2)      Service Agreement between American Skandia Investment Services, Incorporated and
                  Kemper Investors Life Insurance Company.

         xiv      (i).     Consent of Counsel for the Registrant.

                  (j).     Independent Auditors' Consent.

                  (k).     None.

         vi       (l).     Certificate re:  initial $100,000 capital.

         xv       (m)      Form of Rule 12b-1 plan

                  (n).     None.

         xvi      (o)      (1)      Form of Code of Ethics of Registrant pursuant to Rule 17j-1.

         xvi               (2)      Form of Code of Ethics of American Skandia Investment Services, Incorporated.

         xvi               (3)      Form of Code of Ethics of American Skandia Marketing, Incorporated.
--------------------------
</TABLE>

<TABLE>
<CAPTION>
<S>      <C>



i        Filed as an Exhibit to Post-Effective  Amendment No. 18 to Registration  Statement,  which Amendment was filed via
         EDGAR on April 30, 1996, and is incorporated herein by reference.

ii       Filed as an Exhibit to Post-Effective  Amendment No. 20 to Registration  Statement,  which Amendment was filed via
         EDGAR on December 24, 1996, and is incorporated herein by reference.

iii      Filed as an Exhibit to Post-Effective  Amendment No. 21 to Registration  Statement,  which Amendment was filed via
         EDGAR on February 28, 1997, and is incorporated herein by reference.

iv       Filed as an Exhibit to Post-Effective  Amendment No. 23 to Registration  Statement,  which Amendment was filed via
         EDGAR on October 7, 1997, and is incorporated herein by reference.

v        Filed as an Exhibit to Post-Effective  Amendment No. 24 to Registration  Statement,  which Amendment was filed via
         EDGAR on December 19, 1997, and is incorporated herein by reference.

vi       Filed as an Exhibit to Post-Effective  Amendment No. 25 to Registration  Statement,  which Amendment was filed via
         EDGAR on March 2, 1998, and is incorporated herein by reference.

vii      Filed as an Exhibit to Post-Effective  Amendment No. 26 to Registration  Statement,  which Amendment was filed via
         EDGAR on May 1, 1998, and is incorporated herein by reference.

viii     Filed as an Exhibit to Post-Effective  Amendment No. 27 to Registration  Statement,  which Amendment was filed via
         EDGAR on October 16, 1998, and is incorporated herein by reference.

ix       Filed as an Exhibit to Post-Effective  Amendment No. 28 to Registration  Statement,  which Amendment was filed via
         EDGAR on December 28, 1998, and is incorporated herein by reference.

x        Filed as an Exhibit to Post-Effective  Amendment No. 30 to Registration
         Statement,  which  Amendment was filed via EDGAR on April 28, 1999, and
         is incorporated herein by reference.

xi       Filed as an Exhibit to Post-Effective  Amendment No. 31 to Registration  Statement,  which Amendment was filed via
         EDGAR on August 4, 1999, and is incorporated herein by reference.

xii      Filed as an Exhibit to Post-Effective  Amendment No. 32 to Registration  Statement,  which Amendment was filed via
         EDGAR on October 15, 1999, and is incorporated herein by reference.

xiii     Filed as an Exhibit to Post-Effective  Amendment No. 33 to Registration  Statement,  which Amendment was filed via
         EDGAR on October 19, 1999, and is incorporated herein by reference.

xiv      Filed as an Exhibit to Post-Effective  Amendment No. 34 to Registration  Statement,  which Amendment was filed via
         EDGAR on February 16, 2000, and is incorporated herein by reference.

xv       Filed as an Exhibit to Post-Effective  Amendment No. 35 to Registration  Statement,  which Amendment was filed via
         EDGAR on April 27, 2000, and is incorporated herein by reference.


xvi      Filed as an Exhibit to Post-Effective  Amendment No. 36 to Registration  Statement,  which Amendment was filed via
         EDGAR on July 28, 2000, and is incorporated herein by reference.
</TABLE>


ITEM 24. Persons Controlled By or Under Common Control with Registrant

         Registrant  does not  control  any  person  within  the  meaning of the
Investment  Company  Act of 1940.  Registrant  may be deemed to be under  common
control with its  investment  manager and its  affiliates  because a controlling
interest in  Registrant  is held of record by American  Skandia  Life  Assurance
Corporation.   See  Registrant's   Statement  of  Additional  Information  under
"Organization and Management of the Trust" and "Other Information."

ITEM 25. Indemnification

         Section 5.2 of the  Registrant's  Amended and Restated  Declaration  of
Trust provides as follows:

         The Trust shall  indemnify each of its Trustees,  officers,  employees,
         and agents  (including  persons who serve at its request as  directors,
         officers,  employees,  agents or  trustees of another  organization  in
         which it has any  interest as a  shareholder,  creditor  or  otherwise)
         against  all  liabilities  and  expenses  (including  amounts  paid  in
         satisfaction of judgments, in compromise,  as fines and penalties,  and
         as counsel  fees)  reasonably  incurred by him in  connection  with the
         defense or disposition of any action, suit or other proceeding, whether
         civil or criminal,  in which he may be involved or with which he may be
         threatened,  while in office or  thereafter,  by reason of his being or
         having been such a trustee,  officer,  employee  or agent,  except with
         respect to any matter as to which he shall have been  adjudicated to be
         liable to the Trust or its  Shareholders  by reason of having  acted in
         bad faith, willful misfeasance,  gross negligence or reckless disregard
         of his duties; provided,  however, that as to any matter disposed of by
         a compromise  payment by such person,  pursuant to a consent  decree or
         otherwise,  no indemnification either for said payment or for any other
         expenses shall be provided  unless approved as in the best interests of
         the Trust,  after notice that it involves such  indemnification,  by at
         least a majority  of the  disinterested  Trustees  acting on the matter
         (provided that a majority of the disinterested  Trustees then in office
         act on the matter) upon a determination, based upon a review of readily
         available  facts,  that (i)  such  person  acted  in good  faith in the
         reasonable  belief that his or her action was in the best  interests of
         the Trust and (ii) is not  liable to the Trust or the  Shareholders  by
         reason of willful misfeasance,  bad faith, gross negligence or reckless
         disregard of duties; or the trust shall have received a written opinion
         from  independent  legal counsel approved by the Trustees to the effect
         that (x) if the  matter of good faith and  reasonable  belief as to the
         best interests of the Trust, had been  adjudicated,  it would have been
         adjudicated  in favor of such  person,  and (y) based  upon a review of
         readily  available facts such trustee,  officer,  employee or agent did
         not  engage  in  willful  misfeasance,  gross  negligence  or  reckless
         disregard  of duty.  The  rights  accruing  to any Person  under  these
         provisions  shall  not  exclude  any  other  right  to  which he may be
         lawfully  entitled;  provided  that no Person may  satisfy any right of
         indemnity or reimbursement granted herein or in Section 5.1 or to which
         he may be otherwise  entitled  except out of the property of the Trust,
         and no  Shareholder  shall be  personally  liable  to any  Person  with
         respect to any claim for indemnity or reimbursement  or otherwise.  The
         Trustees may make advance  payments in connection with  indemnification
         under this Section 5.2, provided that the indemnified person shall have
         given a written  undertaking  to reimburse the Trust in the event it is
         subsequently determined that he is not entitled to such indemnification
         and, provided further,  that the Trust shall have obtained  protection,
         satisfactory in the sole judgement of the disinterested Trustees acting
         on the matter (provided that a majority of the  disinterested  Trustees
         then in office act on the matter),  against  losses arising out of such
         advance payments or such Trustees , or independent legal counsel,  in a
         written opinion, shall have determined,  based upon a review of readily
         available  facts that there is reason to believe  that such person will
         be found to be entitled to such indemnification.

         With respect to liability of the Investment Manager to Registrant or to
shareholders  of  Registrant's   Portfolios  under  the  Investment   Management
Agreements,  reference  is made to Section  13 or 14 of each form of  Investment
Management Agreement filed herewith or incorporated by reference herein.

         With respect to the  Sub-Advisors'  indemnification  of the  Investment
Manager and its affiliated and controlling persons, and the Investment Manager's
indemnification of each Sub-advisor and its affiliated and controlling  persons,
reference  is made to  Section  14  (Section  9 in the case of the  Sub-Advisory
Agreement  for the AST JanCap  Growth  Portfolio)  of each form of  Sub-Advisory
Agreement filed herewith or incorporated by reference herein.

         Insofar as  indemnification  for liability arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission (the "Commission")  such  indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
Registrant  or expenses  incurred or paid by a trustee,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

ITEM 26.          Business and Other Connections of Investment Adviser

         American  Skandia  Investment  Services,  Incorporated  ("ASISI"),  One
Corporate Drive, Shelton, Connecticut 06484, serves as the investment manager to
the  Registrant.  Information  as to the  officers  and  directors  of  ASISI is
included in ASISI's Form ADV (File No.  801-40532),  including the amendments to
such Form ADV filed  with the  Commission  on April 4, 2000 and is  incorporated
herein by reference.

ITEM 27. Principal Underwriter

         Registrant's  shares are presently offered exclusively as an investment
medium for life insurance  companies  writing both variable annuity and variable
life  insurance  policies.  Pursuant to an  exemptive  order of the  Commission,
Registrant may also sell its shares  directly to the Skandia  Qualified Plan and
other qualified  plans. If Registrant sells its shares to other qualified plans,
it intends to use American  Skandia  Marketing,  Incorporated  ("ASM,  Inc.") or
another  affiliated  broker-dealer as underwriter,  if so required by applicable
law.  ASM, Inc. is registered as a  broker-dealer  with the  Commission  and the
National  Association  of  Securities  Dealers.  It is an affiliate of ASISI and
American Skandia Life Assurance Corporation,  being a wholly-owned subsidiary of
American Skandia Investment Holding Corporation.

         The following individuals, all of whom have as their principal business
address,  One  Corporate  Drive,  Shelton,  Connecticut  06484,  are the current
officers and/or directors of ASM, Inc.:

<TABLE>
<CAPTION>
<S>                                                    <C>

Wade A. Dokken                                         President, Chairman, Chief Executive Officer & Director
Gordon C. Boronow                                      Deputy Chief Executive Officer & Director
Thomas M. Mazzaferro                                   Executive Vice President, Chief Financial Officer & Director
Patricia J. Abram                                      Senior Vice President
Lori Allen                                             Vice President
Kimberly Anderson                                      Vice President
Robert Brinkman                                        Senior Vice President
Carl Cavaliere                                         Vice President
Y.K. Chan                                              Senior Vice President, Chief Information Officer & Director
Lucinda C. Ciccarello                                  Vice President
Timothy S. Cronin                                      Vice President
Lincoln R. Collins                                     Director
Jacob Herschler                                        Vice President
Ian Kennedy                                            Senior Vice President & Director
David R. Monroe                                        Senior Vice President, Treasurer & Corporate Controller
Michael A. Murray                                      Senior Vice President
Carl E. Oberholter                                     Vice President
Brian O'Connor                                         Vice President
William O'Loughlin                                     Vice President
Kathleen A. Pritchard                                  Vice President
Polly Rae                                              Vice President
Rebecca Ray                                            Senior Vice President
Hayward L. Sawyer                                      Senior Vice President
Leslie S. Sutherland                                   Vice President
Amanda C. Sutyak                                       Vice President
Christian Thwaites                                     Senior Vice President & Director
Bayard F. Tracy                                        Senior Vice President & Director
Mary Toumpas                                           Vice President & Compliance Director
Deborah G. Ullman                                      Senior Vice President & Director
Derek Winegard                                         Vice President
Brett M. Winson                                        Director
M. Priscilla Pannell                                   Corporate Secretary
Kathleen A. Chapman                                    Assistant Corporate Secretary
</TABLE>

     Of the above,  the following  individuals are also officers and/or trustees
of  Registrant:  Gordon C. Boronow  (Vice  President)  and Thomas M.  Mazzaferro
(Trustee).


ITEM 28. Location of Accounts and Records

         Records regarding the Registrant's  securities  holdings are maintained
at  Registrant's  Custodians,  PFPC  Trust  Company,  Airport  Business  Center,
International Court 2, 200 Stevens Drive, Philadelphia,  Pennsylvania 19113, and
The Chase  Manhattan  Bank,  One  Pierrepont  Plaza,  Brooklyn,  New York 11201.
Certain records with respect to the  Registrant's  securities  transactions  are
maintained at the offices of the various  sub-advisors  to the  Registrant.  The
Registrant's  corporate  records are  maintained at its offices at One Corporate
Drive, Shelton, Connecticut 06484. The Registrant's financial and interestholder
ledgers  and similar  financial  records  are  maintained  at the offices of its
Administrator, PFPC Inc., 103 Bellevue Parkway, Wilmington, DE 19809.

ITEM 29. Management Services

         None.

ITEM 30. Undertakings

         None.


<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
and the  Investment  Company Act of 1940, as amended,  the  Registrant  has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the undersigned,  thereunto duly authorized, in the City of Shelton and State
of Connecticut,  on the 10th day of October,  2000. This Amendment meets all the
requirements  for  effectiveness  under  paragraph  (b) of rule  485  under  the
Securities Act of 1933.

                                                    By: /s/ Eric C. Freed
                                                        Eric C. Freed
                                                        Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Amendment to its  Registration  Statement has been signed below by the following
persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                            Title                              Date

<S>                                         <C>                                         <C>
/s/ Jan R. Carendi*                         President (Principal                        10/10/00
------------------                                                                      --------
Jan R. Carendi                              Executive Officer)
                                            and Trustee

/s/ Eric C. Freed                           Secretary                                   10/10/00
-----------------                                                                       --------
Eric C. Freed

/s/ Richard G. Davy, Jr.                    Treasurer (Chief                            10/10/00
------------------------                                                                --------
Richard G. Davy, Jr.                        Financial and Accounting
                                            Officer)

/s/ David E. A. Carson*                     Trustee                                     10/10/00
----------------------                                                                  --------
David E. A. Carson

/s/ Julian A. Lerner*                       Trustee                                     10/10/00
---------------------                                                                   --------
Julian A. Lerner

/s/ Thomas M. O'Brien*                      Trustee                                     10/10/00
---------------------                                                                   --------
Thomas M. O'Brien

/s/ F. Don Schwartz*                        Trustee                                     10/10/00
-------------------                                                                     --------
F. Don Schwartz
</TABLE>

                                            *By:  /s/ Eric C. Freed
                                                  Eric C. Freed

     *Pursuant  to Powers  of  Attorney  previously  filed  with  Post-Effective
Amendment No. 22 to the Registration  Statement, as filed with the Commission on
April 30, 1997.


<PAGE>



                                                       Registration No. 33-24962

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    EXHIBITS


                   FILED WITH POST-EFFECTIVE AMENDMENT NO. 37


                                  TO FORM N-1A

                        REGISTRATION STATEMENT UNDER THE

                           SECURITIES ACT OF 1933 AND

                         INVESTMENT COMPANY ACT OF 1940

                             AMERICAN SKANDIA TRUST


<PAGE>



<TABLE>
<CAPTION>
                                    Exhibits

                                Table of Contents

                  <S>                                <C>
                  Exhibit Number                     Description

                  (d)(33)                            Investment  Management  Agreement  between  American Skandia Trust and
                                                     American  Skandia  Investment  Services,   Incorporated  for  the  AST
                                                     Scudder Japan Portfolio.

                  (d)(34)                            Investment  Management  Agreement  between  American Skandia Trust and
                                                     American  Skandia  Investment  Services,   Incorporated  for  the  AST
                                                     Federated Aggressive Growth Portfolio.

                  (d)(35)                            Investment  Management  Agreement  between  American Skandia Trust and
                                                     American  Skandia  Investment  Services,   Incorporated  for  the  AST
                                                     Gabelli Small-Cap Value Portfolio.

                  (d)(36)                            Investment  Management  Agreement  between  American Skandia Trust and
                                                     American Skandia Investment  Services,  Incorporated for the AST Alger
                                                     Mid-Cap Growth Portfolio.

                  (d)(37)                            Investment  Management  Agreement  between  American Skandia Trust and
                                                     American  Skandia  Investment  Services,   Incorporated  for  the  AST
                                                     Gabelli All-Cap Value Portfolio.

                  (d)(38)                            Investment  Management  Agreement  between  American Skandia Trust and
                                                     American  Skandia  Investment  Services,   Incorporated  for  the  AST
                                                     Kinetics Internet Portfolio.

                  (d)(39)                            Investment  Management  Agreement  between  American Skandia Trust and
                                                     American Skandia Investment  Services,  Incorporated for the AST Alger
                                                     Growth Portfolio.

                  (d)(40)                            Investment  Management  Agreement  between  American Skandia Trust and
                                                     American Skandia Investment  Services,  Incorporated for the AST Janus
                                                     Strategic Value Portfolio.

                  (d)(41)                            Investment  Management  Agreement  between  American Skandia Trust and
                                                     American Skandia  Investment  Services,  Incorporated for the AST Lord
                                                     Abbett Bond-Debenture Portfolio.

                  (d)(49)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated  and T. Rowe  Price  International,  Inc.  for the AST T.
                                                     Rowe Price Global Bond Portfolio.

                  (d)(69)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated  and  Fred  Alger  Management,  Inc.  for the  AST  Alger
                                                     All-Cap Growth Portfolio.

                  (d)(73)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated  and Sanford C  Bernstein & Co.,  LLC for the AST Sanford
                                                     Bernstein Managed Index 500 Portfolio.

                  (d)(75)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated and Scudder Kemper Investments,  Inc. for the AST Scudder
                                                     Japan Portfolio.

                  (d)(76)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated   and  Federated   Investment   Counseling  for  the  AST
                                                     Federated Aggressive Growth Portfolio.

                  (d)(77)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated and GAMCO Investors,  Inc. for the AST Gabelli  Small-Cap
                                                     Value Portfolio.

                  (d)(78)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated  and  Fred  Alger  Management,  Inc.  for the  AST  Alger
                                                     Mid-Cap Growth Portfolio.

                  (d)(79)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated  and GAMCO  Investors,  Inc. for the AST Gabelli  All-Cap
                                                     Value Portfolio.

                  (d)(80)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated and Kinetics Asset Management.  Inc. for the AST Kinetics
                                                     Internet Portfolio.

                  (d)(81)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated and Fred Alger Management,  Inc. for the AST Alger Growth
                                                     Portfolio.

                  (d)(82)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated   and  Janus  Capital   Corporation  for  the  AST  Janus
                                                     Strategic Value Portfolio.

                  (d)(83)                            Sub-advisory  Agreement between American Skandia Investment  Services,
                                                     Incorporated  and  Lord,  Abbett & Co.  for the AST Lord  Abbett  Bond-
                                                     Debenture Portfolio.

                  (j)                                Independent Auditor's Consent.

</TABLE>




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