File No. 333-51392
As filed January 13, 2001
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. 3
Post-Effective Amendment No. |_|
(Check appropriate box or boxes)
American Skandia Trust
(Exact Name of Registrant as Specified in Charter)
(203) 926-1888
(Area Code and Telephone Number)
One Corporate Drive
Shelton, CT 06484
Address of Principal Executive Offices:
(Number, Street, City, State, Zip Code)
Edward P. Macdonald, Esq.
Secretary, American Skandia Trust
One Corporate Drive
Shelton, CT 06484
Name and Address of Agent for Service:
(Number and Street) (City) (State) (Zip Code)
Copies to:
Robert K. Fulton, Esquire
Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
Approximate Date of Proposed Public Offering: As soon as
practicable after this Registration Statement becomes effective
under the Securities Act of 1933, as amended.
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Title of the securities being registered: Shares of beneficial interest of the AST MFS Growth Portfolio of American Skandia Trust.
No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended.
[GRAPHIC OMITTED][GRAPHIC OMITTED]
A New Way to Vote
on Proxies!
Help us save time and postage cost
By voting on the Internet
It's fast, convenient and your vote is immediately confirmed and posted. Just follow these easy steps:
1. Read the accompanying Proxy Statement and ballot.
2. Go to the www. AmericanSkandia.com website and look for the Vote link.
3. Enter your 12-digit control number located on your proxy ballot.
4. Follow the simple instructions.
American Skandia is preparing for the future. The American Skandia website allows you to indicate your consent to future electronic
delivery of shareholder communications (e.g. proxy statements, prospectuses, shareholder reports and transaction confirmations). The
benefits from Electronic Communications are passed along to you, the investor. Electronic documents are:
o Convenient
o Efficient
o Less expensive
o Environmentally friendly
If you consent to electronic delivery, you will be notified, either by e-mail or through your quarterly statement, that a document is
or will be available. The documents will be attached to the e-mail or can be downloaded from www. americanskandia.com. However,
American Skandia is not required to make all communications electronic and may choose to deliver a paper copy of any document.
The e-mail address you provide when voting on the Internet will allow us to contact you electronically in the future. This
information will not be provided to other parties and will only be used to support communications with American Skandia customers.
Alger Growth
American Skandia Life
Assurance Corporation
One Corporate Drive
P.O. Box 883
Shelton, CT 06484-0883
Telephone (203) 926-1888
Fax (203) 929-8071
January 12, 2001
Dear Valued Customer,
As an American Skandia Life Assurance Corporation ("ASLAC") contract owner or policy holder who beneficially owns shares of the AST
Alger Growth Portfolio (the "Alger Portfolio") of American Skandia Trust (the "Trust"), you are cordially invited to a special
meeting of the shareholders of the Portfolio to be held at the offices of ASLAC, One Corporate Drive, Shelton, CT, on February 15,
2001 at 10:30 a.m.
The special meeting is very important to the future of the Alger Portfolio. At the special meeting, shareholders are being asked to
approve or disapprove, as more fully described in the attached Prospectus/Proxy Statement, a Plan of Reorganization that would result
in shares of the Alger Portfolio that you beneficially own being exchanged for those of the AST MFS Growth Portfolio of the Trust
(the "MFS Portfolio" and, together with the Alger Portfolio, the "Portfolios"). The Trustees of the Trust unanimously recommend that
you consider and approve this proposal. If the shareholders of the Alger Portfolio approve the proposal, you will beneficially own
shares of the MFS Portfolio equal in value to your investment in the Alger Portfolio. You will no longer own shares of the Alger
Portfolio, and the Alger Portfolio will no longer exist.
You will not have a taxable gain or loss on the exchange of your shares in the proposed transaction.
American Skandia Investment Services, Incorporated, the Portfolios' investment manager, believes that the proposed transaction would
result in shareholders of the Alger Portfolio being invested in a portfolio that has followed, and will follow, a more disciplined
management style than the Alger Portfolio and similar funds managed by the sub-advisor of the Alger Portfolio. In addition, the
investment performance of the MFS Portfolio and of similar funds managed by the sub-advisor of the MFS Portfolio compare favorably
with the performance of the Alger Portfolio and similar funds managed by its sub-advisor. The investment objectives and investment
policies of each Portfolio are generally similar, with each Portfolio investing in stocks of "growth" companies to seek long-term
growth of capital. Although the fees and expenses of the MFS Portfolio are higher than those of the Alger Portfolio, the larger fund
that would result from the transaction may be able to benefit from reduced trading costs and increased operational efficiencies,
leading to reductions in the expenses that are borne by shareholders for the operation of the MFS Portfolio.
Your vote is important no matter how large or small your holdings are. We urge you to read the Prospectus/Proxy Statement
thoroughly and to indicate your voting instructions on the enclosed Proxy Card(s), date and sign it, and return it promptly in the
envelope provided to be received by American Skandia on or before the close of business on February 13, 2001. The shares that you
beneficially own will be voted in accordance with instructions received by that date. All shares of the Portfolio for which
instructions are not received will be voted in the same proportion as the votes cast by contract owners on the proxy issues
presented.
Any questions or concerns you may have regarding the special meeting or the proxy should be directed to your financial
representative.
Sincerely,
Jeffrey M. Ulness
Vice President
American Skandia Life Assurance Corporation
SPECIAL MEETING OF SHAREHOLDERS
OF THE AST ALGER GROWTH PORTFOLIO
OF
AMERICAN SKANDIA TRUST
To be held
February 15, 2001
To the Shareholders of the AST Alger Growth Portfolio of American Skandia Trust:
Notice is hereby given that a Special Meeting of Shareholders of the AST Alger Growth Portfolio (the "Alger Portfolio") of
American Skandia Trust (the "Trust"), will be held at One Corporate Drive, Shelton, Connecticut 06484 on February 15, 2001 at 10:30
a.m. Eastern Time, or at such adjourned time as may be necessary to vote (the "Meeting"), for the following purposes:
I. To approve a Plan of Reorganization of the Trust on behalf of the Alger Portfolio and the AST MFS Growth Portfolio
of the Trust (the "MFS Portfolio"), that provides for the acquisition of substantially all of the assets of the Alger Portfolio in
exchange for shares of the MFS Portfolio, the distribution of such shares to the shareholders of the Alger Portfolio, and the
complete liquidation and dissolution of the Alger Portfolio.
II. To transact such other business as may properly come before the Meeting or any adjournment thereof.
A copy of the Plan of Reorganization is attached as Exhibit A to the Prospectus/Proxy Statement.
The matters referred to above are discussed in detail in the Prospectus/Proxy Statement attached to this Notice. The Board
of Trustees has fixed the close of business on December 27, 2000 as the record date for determining shareholders entitled to notice
of, and to vote at, the Meeting, and only holders of record of shares at the close of business on that date are entitled to notice
of, and to vote at, the Meeting. Each share of the Alger Portfolio is entitled to one vote on each proposal.
You are cordially invited to attend the Meeting. If you do not expect to attend, you are requested to complete, date and
sign the enclosed form of proxy and return it promptly in the envelope provided for that purpose. Alternatively, you may vote
electronically as described in the Prospectus/Proxy Statement. The enclosed proxy is being solicited on behalf of the Board of
Trustees.
YOUR VOTE IS IMPORTANT. IN ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO INDICATE VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR SMALL
YOUR HOLDINGS MAY BE. YOU MAY REVOKE IT AT ANY TIME PRIOR TO ITS USE. THEREFORE, BY APPEARING AT A MEETING, AND REQUESTING
REVOCATION PRIOR TO THE VOTING, YOU MAY REVOKE THE PROXY AND YOU CAN THEN VOTE IN PERSON.
By order of the Board of Trustees
Edward P. Macdonald
Secretary
American Skandia Trust
January 12, 2001
prospectus/proxy statement
TABLE OF CONTENTS
Page
----
Cover Page................................................................................................. Cover
Summary ................................................................................................. 2
The Proposal...................................................................................... 2
Shareholder voting................................................................................ 2
Comparisons of Some Important Features..................................................................... 3
Investment objectives and policies of the Portfolios.............................................. 3
Risks of investing in the Portfolios.............................................................. 4
Management of the Trust and the Portfolios........................................................ 4
The Distribution plan............................................................................. 6
Fees and expenses................................................................................. 7
Expense examples.................................................................................. 8
Other key features of the Portfolios.............................................................. 8
Reasons for the Transaction................................................................................ 8
Information about the Transaction.......................................................................... 10
Closing of the Transaction........................................................................ 10
Expenses of the Transaction....................................................................... 11
Tax Consequences of the Transaction............................................................... 11
Characteristics of MFS Portfolio shares........................................................... 11
Capitalizations of the Portfolios and Capitalization after the Transaction........................ 11
Voting Information......................................................................................... 12
Required vote..................................................................................... 12
How to vote....................................................................................... 12
Revoking proxies.................................................................................. 12
Other matters..................................................................................... 12
Who may vote...................................................................................... 13
Solicitations of proxies.......................................................................... 13
Additional Information about the Trust and the Portfolios.................................................. 13
Principal Holders of Shares................................................................................ 14
Exhibits to Prospectus/Proxy Statement
Exhibit A - Plan of Reorganization (attached)..................................................... A-1
Exhibit B - Prospectus for the AST Alger Growth Portfolio and
AST MFS Growth Portfolio dated October 23, 2000................................................(enclosed)
AMERICAN SKANDIA TRUST
One Corporate Drive
P.O. Box 883
Shelton, Connecticut 06484
PROSPECTUS/PROXY STATEMENT
Dated January 12, 2001
Acquisition of the Assets of the AST Alger Growth Portfolio
By and in exchange for shares of the AST MFS Growth Portfolio
This Prospectus/Proxy Statement solicits proxies to be voted at a Special Meeting (the "Meeting") of shareholders the AST
Alger Growth Portfolio (the "Alger Portfolio") of American Skandia Trust (the "Trust"), to approve or disapprove a Plan of
Reorganization (the "Plan"). If shareholders of the Alger Portfolio vote to approve the Plan, you will receive shares of the AST MFS
Growth Portfolio (the "MFS Portfolio" and, together with the Alger Portfolio, the "Portfolios") of the Trust equal in value to your
investment in shares of the Alger Portfolio. The Alger Portfolio will then be liquidated and dissolved.
The Meeting will be held at the offices of the Portfolios' investment manager, American Skandia Investment Services, Inc.
("ASISI"), which are located at One Corporate Drive, Shelton, Connecticut 06484 on February 15, 2001 at 10:30 a.m. Eastern time. The
Board of Trustees of the Trust is soliciting these proxies on behalf of the Alger Portfolio. This Prospectus/Proxy Statement will
first be sent to shareholders on or about January 25, 2001.
The Trust serves primarily as an underlying mutual fund for variable annuity contracts and variable life insurance policies
("variable insurance products") issued by life insurance companies, including American Skandia Life Assurance Corporation ("ASLAC"),
an affiliate of ASISI. ASLAC holds assets invested in these contracts and policies in various variable accounts, each of which is
divided into sub-accounts investing exclusively in a mutual fund or in a portfolio of a mutual fund. Therefore, variable annuity
contract owners and variable life insurance policy holders ("Contractowners") who have allocated their assets to the AST Alger Growth
Sub-Account are indirectly invested in the Alger Portfolio through their contracts or policies and should consider themselves
shareholders of the Alger Portfolio for purposes of this Prospectus/Proxy Statement.
The investment objective of the MFS Portfolio is long-term capital growth and future income, while the investment objective
of the Alger Portfolio is long-term capital growth.
This Prospectus/Proxy Statement gives the information about the proposed reorganization and shares of the MFS Portfolio that
you should know before investing. You should retain it for future reference. Additional information about the MFS Portfolio and the
proposed reorganization has been filed with the SEC and can be found in the following documents:
|_| The Prospectus for the Portfolios dated October 23, 2000 is enclosed with and considered a part of this Prospectus/Proxy
Statement.
|_| A Statement of Additional Information (SAI) relating to this Prospectus/Proxy Statement dated January 12, 2001, has been
filed with the SEC and is incorporated by reference into this Prospectus/Proxy Statement.
You may request a free copy of the SAI relating to this Prospectus/Proxy Statement or other documents related to the Trust
without charge by calling 1-800-752-6342 or by writing to the Trust at the above address.
The SEC has not approved or disapproved these securities or passed upon the adequacy of this Prospectus/Proxy Statement.
Any representation to the contrary is a criminal offense.
Mutual fund shares are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not insured by the
Federal Deposit Insurance Corporation or any other U.S. government agency. Mutual fund shares involve investment risks, including
the possible loss of principal.
SUMMARY
This is only a summary of certain information contained in this Prospectus/Proxy Statement. You should read the more
complete information in the rest of this Prospectus/Proxy Statement, including the Plan (attached as Exhibit A) and the Prospectus
for the Portfolios (enclosed as Exhibit B).
The Proposal.
You are being asked to consider and approve a Plan of Reorganization that will have the effect of combining the Alger
Portfolio and the MFS Portfolio of the Trust into a single Portfolio. If shareholders of the Alger Portfolio vote to approve the
Plan, the assets of the Alger Portfolio will be transferred to the MFS Portfolio in exchange for an equal value of shares of the MFS
Portfolio. Shareholders will have their shares of the Alger Portfolio exchanged for MFS Portfolio shares of equal dollar value. The
Alger Portfolio will be liquidated and dissolved. The proposed reorganization is referred to in this Prospectus/Proxy Statement as
the "Transaction." As a result of the Transaction, you will cease to be a shareholder of the Alger Portfolio and will become a
shareholder of the MFS Portfolio.
For the reasons set forth in the "Reasons for the Transaction" section, the Board of Trustees of the Trust has determined
that the Transaction is in the best interests of the shareholders of the Alger Portfolio and also concluded that no dilution in value
would result to the shareholders of either Portfolio as a result of the Transaction.
The Board of Trustees of the Trust, on behalf of both the Alger Portfolio and the MFS Portfolio, has approved the Plan and
unanimously recommends that you vote to approve the Plan.
Shareholder voting.
Shareholders who own shares of the Alger Portfolio at the close of business on December 27, 2000, will be entitled to vote
at the Meeting, and will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold.
To approve the Transaction, a majority of the outstanding shares of the Alger Portfolio must be voted in favor of the Plan.
Please vote by proxy as soon as you receive this Prospectus/Proxy Statement. You may place your vote by completing and
signing the enclosed proxy card or over the Internet. If you vote by either of these methods, your votes will be officially cast at
the Meeting by the persons appointed as proxies.
You can revoke your proxy or change your voting instructions at any time until the vote is taken at the Meeting. For more
details about shareholder voting, see the "Voting Information" section of this Prospectus/Proxy Statement.
COMPARISONS OF SOME IMPORTANT FEATURES
The investment objectives and policies of the Portfolios.
This section describes the differences between the investment policies of the Alger Portfolio and the MFS Portfolio. For a
complete description of the investment policies and risks of the MFS Portfolio, you should read the Prospectus for the Portfolios
that is enclosed with this Prospectus/Proxy Statement.
The investment strategies of the Alger Portfolio and MFS Portfolio are similar. The investment objective of the Alger
Portfolio is to seek long-term capital growth, while the investment objective of the MFS Portfolio is to provide long term growth of
capital and future, rather than current, income. Both Portfolios invest primarily in common stocks of growth companies and related
securities. More specifically, the Alger Portfolio invests in high unit volume growth companies (vital, creative companies that
offer goods and services to a rapidly expanding marketplace) and positive life cycle change companies (companies experiencing a major
change that is expected to produce advantageous results). The MFS Portfolio seeks to invest in 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
While neither Portfolio is subject to specific requirements with respect to the size of the companies in which it may
invest, each Portfolio generally invests primarily in the securities of larger, more established companies.
The Alger Portfolio may invest up to 20% of its total assets in securities denominated in foreign currencies, and the MFS
Portfolio may invest up to 35% of its net assets in foreign securities. Each Portfolio may engage in other investment practices that
are not expected to be used extensively. Specifically, the MFS Portfolio may purchase and sell futures contracts and related options
for hedging and non-hedging purposes. The MFS Portfolio also may purchase and write (sell) option on securities and stock indices.
The Alger Portfolio currently does not have the authority to engage in these practices. Both Portfolios may engage in foreign
currency transactions, such as forward contracts and options on foreign currencies. The Alger Portfolio may make short sales
"against the box," while the MFS Portfolio may not.
The fundamental investment restrictions of the Alger Portfolio and the MFS Portfolio are identical. Some of these
restrictions are that each Portfolio will not: with respect to 75% of its assets, purchase the securities of any issuer if more than
5% of the Portfolio's total assets would be invested in the securities of such issuer or if the Portfolio would hold more than 10% of
the outstanding voting securities of such issuer; or borrow money except for non-leveraging, temporary or emergency purposes, and
then only in an amount not exceeding 33 1/3% of the value of the total assets of that Portfolio. The full text of these investment
restrictions can be found in the Trust's Statement of Additional Information dated October 23, 2000, which is available upon request.
Risks of investing in the Portfolios.
Like all investments, an investment in either Portfolio involves risk. There is no assurance that either of the Portfolios
will meet its investment objective. As with any fund investing primarily in equity securities, the value of the securities held by a
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. These declines may be substantial. In addition, the growth stocks in which each Portfolio
invests 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.
As noted above, the MFS Portfolio may invest in foreign securities to a greater degree than the Alger Portfolio. Foreign
securities are 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. Although the MFS Portfolio is not expected to
invest to a substantial degree in options and futures contracts as described above, investments in these instruments might serve to
increase the MFS Portfolio's level of risk relative to the Alger Portfolio. In addition, each Portfolio may invest up to 100% of its
assets in cash and certain short-term instruments for temporary defensive reasons if the Portfolio's sub-advisor believes that
adverse market or other conditions warrant. However, while a Portfolio is in a defensive position, the opportunity to achieve its
investment objective will be limited.
Management of the Trust and the Portfolios.
ASISI, located at One Corporate Drive, Shelton, Connecticut, acts as investment manager to the Trust's various investment
portfolios. ASISI has served as investment manager since 1992, and currently serves as investment manager to a total of 66
investment company portfolios (including the Portfolios). 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 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. ASISI has engaged sub-advisors to conduct the investment programs
of each portfolio, including the purchase, retention and sale of portfolio securities. As noted above, ASISI is responsible for
monitoring the activities of the Sub-advisors and reporting on such activities to the Board of Trustees.
ASISI has retained Fred Alger Management, Inc. ("Alger"), located at One World Trade Center, Suite 9333, New York, New York
10048, to serve as sub-advisor for the Alger 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.
ASISI has retained Massachusetts Financial Services Company ("MFS"), located at 500 Boylston Street, Boston, Massachusetts
02116, to serve as sub-advisor for the MFS 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.
In general, the Investment Company Act of 1940 (the "Investment Company Act") requires that all contracts pursuant to which
persons serve as investment advisers (including sub-advisors) to investment companies be approved by shareholders. The Trust and
ASISI, however, have obtained an exemption from the Securities and Exchange Commission that permits ASISI, subject to approval by the
Board of Trustees, to change sub-advisors for certain portfolios of the Trust 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. ASISI is able to rely on this exemption with respect to the MFS Portfolio and most of the
other portfolios of the Trust, but not with respect to the Alger Portfolio. Consequently, if the Plan is approved and the
Transaction completed, current Alger Portfolio shareholders will be invested in a Portfolio that is unlike the Alger Portfolio in
that sub-advisory changes can be made without the approval of such shareholders.
The portfolio managers responsible for the management of the Alger Portfolio are David Alger and Ron Tartaro. Both have
managed the Portfolio since its 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
MFS 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.
Under the Management Agreement with respect to the Alger Portfolio, such Portfolio is obligated to pay ASISI an annual
management fee equal to 0.75% of its average daily net assets. Under the Management Agreement with respect to the MFS Portfolio, such
Portfolio is obligated to pay ASISI an annual management fee equal to 0.90% of its average daily net assets. Therefore, if the Plan
is approved and the Transaction completed, Alger Portfolio shareholders will be invested in a Portfolio with, and will indirectly
bear, a higher management fee. ASISI pays Alger and MFS a portion of the management fee for the Portfolio for which they serve as
sub-advisor for the performance of sub-advisory services at no additional cost to either Portfolio. Because the sub-advisory fee
rates for each Portfolio are comparable, the higher management fee for the MFS Portfolio generally benefits ASISI.
The Distribution Plan.
The Trust has adopted a Distribution Plan (the "Distribution Plan") under Rule 12b-1 under the Investment Company Act to
permit American Skandia Marketing, Inc. ("ASM"), an affiliate of ASISI and ASLAC, to receive brokerage commissions in connection with
purchases and sales of securities held by certain portfolios of the Trust, and to use these commissions to promote the sale of shares
of the various 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 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 broker-dealers who sell variable insurance products the premiums for which are invested in shares of the Trust), as well
as to cover administrative costs associated with the operation of the Distribution Plan. The administrative costs are expected to be
small in relation to the revenues received, and the distribution-related activities paid for under the Distribution Plan may include:
o printing and mailing of Trust prospectuses, statements of additional information, any supplements thereto and shareholder
reports for existing and prospective Contractowners;
o development, preparation, printing and mailing of Trust advertisements and sales literature;
o holding or participating in seminars and sales meetings designed to promote the sale of Trust shares;
o paying marketing fees requested by selling broker-dealers;
o obtaining information and providing explanations to Contractowners regarding portfolio investment objectives and policies
and other information about the Trust and its portfolios, including the performance of the portfolios;
o training sales personnel regarding sales of variable insurance products and shares of the Trust; and
o personal service to Contractowners and/or maintenance of Contractowner accounts.
No portfolio pays 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 directing commissions under the Distribution Plan.
ASM may receive brokerage commissions under the Distribution Plan on purchases and sales of securities for the MFS Portfolio
(and for most of the other portfolios of the Trust), but not for the Alger Portfolio. Consequently, if the Plan is approved and the
Transaction completed, current Alger Portfolio shareholders will be invested in a portfolio that is unlike the Alger Portfolio in
that portfolio brokerage commissions can be directed to ASM to pay distribution-related expenses.
Fees and expenses.
The following table describes the fees and expenses that you may pay if you hold shares of the Portfolios, as well as the
projected fees and expenses of the MFS Portfolio after the Transaction. The following table does not reflect any fees and expenses
of the variable insurance products through which Portfolio shares are purchased.
MFS Portfolio
-------------
Alger Portfolio1 MFS Portfolio2 After Transaction3
---------------- -------------- ------------------
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
Imposed on Purchases......................... None None None
Maximum Deferred Sales Charge (Load)........... None None None
Maximum Sales Charge (Load) Imposed on
Reinvested Dividends......................... None None None
Redemption Fee................................. None None None
Exchange Fee................................... None None None
Annual Fund Operating Expenses
(expenses that are deducted from Portfolio assets)
Management Fees............................ 0.75% 0.90% 0.90%
Estimated Distribution (12b-1) Fees4....... N/A 0.00% 0.00%
Other Expenses............................. 0.23% 0.12% 0.16%
----- ----- -----
Total Annual Portfolio Operating Expenses.. 0.98% 1.02% 1.06%
===== ===== =====
Fee Waivers and Expense Reimbursements5 0.19% N/A N/A
-----
Net Annual Portfolio Operating Expenses 0.79% 1.02% 1.06%
===== ===== =====
1 The Growth Portfolio commenced operations in November 2000. "Other Expenses" are based on estimated amounts for the fiscal year
ending December 31, 2000.
2 The MFS Portfolio commenced operations in October 1999. "Other Expenses" and "Estimated Distribution Fees" are based on actual
amounts for the period from commencement of operations until June 30, 2000.
3 Projected expenses based on current and anticipated MFS Portfolio expenses.
4 As discussed in greater detail above under "The Distribution Plan," the Trustees of the Trust have adopted a Distribution Plan
under Rule 12b-1 to permit ASM to receive brokerage commissions in connection with purchases and sales of securities held by certain
portfolios of the Trust, and to use these commissions to promote the sale of shares of the portfolios. While the brokerage
commission rates and amounts paid by a portfolio are not expected to increase as a result of the Distribution Plan, the staff of the
Securities and Exchange Commission takes the position that commission amounts received under the Distribution Plan should be
reflected as distribution expenses of the portfolio. The Distribution Plan is not applicable to the Growth Portfolio, and the Growth
Portfolio therefore may not pay commissions to ASM under it. The MFS Portfolio may pay commissions under the Distribution Plan, but
did not do so for the period on which the amounts shown in the table are based. Although there are no maximum amounts allowable, actual
commission amounts directed under the Distribution Plan will vary and the amounts directed may differ substantially from the annualized
amounts listed in the above chart.
5 The Investment Manager has agreed to reimburse and/or waive fees for the Growth Portfolio until the sooner of November 13, 2001 or
the date of the closing of the Transaction.
Expense Examples - These examples are intended to help you compare the cost of investing in each Portfolio with the cost of investing
in other mutual funds. They assume that you invest $10,000, that you receive 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 the above assumptions your costs would be:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Growth Portfolio $81 $293 N/A N/A
MFS Portfolio $104 $325 $563 $1,248
Projected MFS Portfolio (after Transaction) $108 $337 $585 $1,294
Other key features of the Portfolios.
Shares of each portfolio of the Trust are sold only to separate accounts of insurance companies for the purpose of investing
assets attributable to variable insurance products, and to certain tax-deferred retirement plans. The separate accounts place orders
to purchase and redeem shares of the Trust at their net asset value based on, among other things, the amount of premium payments to
be invested and the amount of surrender or transfer requests to be effected that day under the variable insurance products. There
are no sales commissions charged on the purchase or sale of shares of the Portfolios, although sales charges may apply to
transactions in the variable insurance products.
Each Portfolio of the Trust complies with the diversification requirements of section 817(h) of the Internal Revenue Code of
1986 (the "Code"). In general, each Portfolio declares and distributes a dividend from its net investment income annually, and
distributes any net realized long- and short-term capital gains at least annually either during or after the close of the Portfolio's
fiscal year. Distributions are made to the various separate accounts (not to Contractowners) in the form of additional shares (not
in cash).
REASONS FOR THE TRANSACTION
The Transaction would be the second step in a two-step process that is intended to provide shareholders with the benefits of
(1) a Portfolio having a more disciplined management style and a better performance history based on the management and performance
of similarly managed funds managed by each sub-advisor (2) greater oversight of the management of the Portfolio by ASISI, and (3) the
increased efficiency of a larger Portfolio.
Prior to November 13, 2000, Contractowners who have assets allocated to the Alger Portfolio instead had assets allocated to
the Alger American Growth Portfolio of The Alger American Fund (the "Alger American Fund"). In the first step in the process, shares
of the Alger American Fund beneficially owned by ASLAC Contractowners were redeemed and shares of the Alger Portfolio were purchased
with the proceeds of the redemption under an order of the Securities and Exchange Commission permitting such transfer, effectively
making such Contractowners shareholders of the Alger Portfolio. The Alger Portfolio has not been offered or sold to Contractowners
other than former holders of the Alger American Fund. Like the other portfolios of the Trust, the management of the Alger Portfolio
by its Sub-advisor is subject to the oversight of ASISI, the Portfolio's investment manager. ASISI did not provide similar oversight
with respect to the Alger American Fund, as it had no investment advisory relationship with respect to that fund. The Alger
Portfolio is, however, essentially identical to the Alger American Fund in terms of its investment objective and policies, its fees
and expenses, and other features.
The Transaction would be the second step in the process. The Board of Trustees of the Trust (the "Board") has recommended
that the Plan, which describes the Transaction and its details and conditions, be approved by the Alger Portfolio shareholders
because of the potential benefits to shareholders relating to the management of the MFS Portfolio, certain features of the MFS
Portfolio, and the combination of the two Portfolios into a single, larger Portfolio.
The Plan was presented to the Board at a meeting held on September 8, 2000 based on information provided to the Board by
ASISI at such meeting and at a meeting held on June 1, 2000. At such meetings, the Board was informed by ASISI of the disciplined
management style of the MFS Portfolio and similar funds managed by MFS in terms of monitoring that such funds are invested in the
types of securities in which they are intended to invest. For example, MFS follows a rigorous style of investing whereby securities
are sold when either market conditions warrant their sale, or where the capitalization of a particular security rises beyond a
portfolio's capitalization limit, such as when a small-cap stock becomes a large-cap stock. This management style means that a
portfolio stays more true to its investment objective in rising markets. The Board also considered that the larger fund that would
result from the Transaction may be able to benefit from reduced trading costs and increased operational efficiencies.
The Board was also reminded of its prior approval of the Distribution Plan as described above for most of the other
portfolios of the Trust, including the MFS Portfolio. The Distribution Plan is designed to improve ASM's ability to attract new
investments in the Trust by enabling it to compensate broker-dealers who sell variable insurance products adequately and in the most
effective manner at no additional cost of the portfolios. The resulting increase in portfolio assets should enable the portfolios to
achieve greater economies of scale and thereby lower their per-share operating expenses. In its approval of the Distribution Plan,
the Board also considered its potential benefits to ASISI and ASM, including that an increase in the assets of the portfolios would
increase the management fees paid to ASISI, and that payment of distribution expenses out of brokerage commission could reduce the
need for ASM to pay such expenses out of other resources available to it.
Also, the Board was reminded of its prior approval to seek the exemptive order authorizing it to select and change
sub-advisors for most of the Trust's portfolios, including the MFS Portfolio, without obtaining shareholder approval of such
changes. This "manager-of-managers" authority is intended to facilitate the supervision and management of the sub-advisors by ASISI
and the Board without the substantial costs and delays that result from the need to hold shareholder meetings. While
manager-of-managers authority allows for less shareholder scrutiny of proposed contracts with additional or replacement sub-advisors,
the addition or replacement of sub-advisors would still take place only after careful review by ASISI and the Board.
The Board also was provided with information about the expenses of both Portfolios, and was informed by ASISI that the
higher fees for the MFS Portfolio were competitive compared to the fees of other funds with similar structures and investment
objectives and policies, including other portfolios of the Trust. The Board was also provided with information about the tax
consequences of the Transaction. During the course of its deliberations, the Board was informed that the expenses of the Transaction
will be borne by ASLAC or its affiliates, and not by the Trust or either Portfolio.
The Board, including a majority of the Trustees who are not interested persons of the Trust, unanimously concluded that the
Transaction is in the best interests of the shareholders of the Alger Portfolio and that no dilution of value would result to the
shareholders of the Alger Portfolio or the MFS Portfolio from the Transaction, and the Board approved the Plan and recommended that
shareholders of Alger Portfolio vote to approve the Transaction.
For the reasons discussed above, the Board of Trustees unanimously recommends that you vote For the Plan.
If shareholders of the Alger Portfolio do not approve the Plan, the Board will consider other possible courses of action for
the Alger Portfolio, including consolidation of the Alger Portfolio with funds other than the MFS Portfolio.
INFORMATION ABOUT THE TRANSACTION
This is only a summary of the Plan. You should read the actual Plan attached as Exhibit A. (The Plan also governs a
separate transaction involving two portfolios of the Trust other than the Alger Portfolio and MFS Portfolio; Alger Portfolio
shareholders may disregard the information in the Plan regarding this other transaction.)
Closing of the Transaction.
If shareholders of the Alger Portfolio approve the Plan, the Transaction will take place after various conditions are
satisfied by the Trust on behalf of the Alger Portfolio and the MFS Portfolio, including the preparation of certain documents. The
Trust will determine a specific date for the actual Transaction to take place. This is called the closing date. If the shareholders
of the Alger Portfolio do not approve the Plan, the Transaction will not take place.
If the shareholders of the Alger Portfolio approve the Plan, the Alger Portfolio will deliver to the MFS Portfolio
substantially all of its assets on the closing date. In exchange, shareholders of the Alger Portfolio will beneficially own shares
of the MFS Portfolio that have a value equal to the dollar value of the assets delivered to the MFS Portfolio. The stock transfer
books of the Alger Portfolio will be permanently closed on the closing date. Requests to transfer or redeem assets allocated to the
Alger Portfolio may be submitted at any time before 4:00 p.m. Eastern time on the closing date; requests that are received in proper
form prior to that time will be effected prior to the closing.
To the extent permitted by law, the Trust may amend the Plan without shareholder approval. It may also agree to terminate
and abandon the Transaction at any time before or, to the extent permitted by law, after the approval by shareholders of the Alger
Portfolio.
Expenses of the Transaction.
The expenses resulting from the Transaction will be paid by ASLAC or its affiliates, and not by the Trust or either
Portfolio.
Tax Consequences of the Transaction.
The Transaction is intended to qualify as a tax-free reorganization for federal income tax purposes under Section 368(a)(1)
of the Internal Revenue Code of 1986, as amended. Based on certain assumptions and representations received from the Trust, on
behalf of the Portfolios, it is the opinion of Stradley Ronon Stevens & Young, LLP, counsel to the Trust, that shareholders of the
Alger Portfolio will not recognize any gain or loss for federal income tax purposes as a result of the exchange of their shares of
the Alger Portfolio for shares of the MFS Portfolio and that neither the MFS Portfolio nor its shareholders will recognize any gain
or loss upon receipt of the assets of the Alger Portfolio. Because the Portfolios are offered through tax-deferred variable
insurance products, however, Contractowners generally would not recognize any gain or loss even if the Transaction does not qualify
as a tax-free reorganization. Contractowners should consult the prospectuses of their variable insurance products for information on
the federal tax consequences of owning the product. You should also consult your tax advisor as to state and local tax consequences,
if any, of the Transaction, because this discussion only relates to the federal income tax consequences.
Characteristics of MFS Portfolio shares.
Shares of the MFS Portfolio will be distributed to shareholders of the Alger Portfolio and will have the same legal
characteristics as the shares of the Alger Portfolio with respect to such matters as voting rights, assessibility, conversion rights,
and transferability.
Capitalizations of the Portfolios and Capitalization after the Transaction.
The following table sets forth, as of November 20, 2000, the capitalization of shares of the Alger Portfolio and the MFS
Portfolio. The table also shows the projected capitalization of MFS Portfolio shares as adjusted to give effect to the proposed
Transaction. The capitalization of the MFS Portfolio is likely to be different when the Transaction is consummated.
MFS Portfolio
Projected after
Growth Portfolio MFS Portfolio Transaction
(unaudited) (unaudited) Adjustments (unaudited)
----------- ----------- ----------- -----------
Net assets (millions)................. $1,419 $71 $0 $1,490
Total shares outstanding ............. (12,953,658)(a) 138,434,508
144,773,002 6,622,993
Net asset value per share............. $9.80 $10.76 $0 $10.76
(a) Reflects the change in shares of AST Alger Growth Portfolio upon conversion to AST MFS Growth.
VOTING INFORMATION
Required vote.
The affirmative vote of a majority of the total number of outstanding shares of the Growth Portfolio is necessary to approve
the Plan. Each shareholder will be entitled to one vote for each full share, and a fractional vote for each fractional share of the
Alger Portfolio held at the close of business on December 27, 2000 (the "Record Date"). If sufficient votes to approve the Plan are
not received by the date of the Meeting, the Meeting may be adjourned to permit further solicitations of proxies.
As stated above, ASLAC is the legal owner of 100% of the Alger Portfolio's shares. Shares of the Portfolio will be voted by
ASLAC with respect to the Plan in accordance with instructions received from Contractowners. In addition, ASLAC is entitled to vote
shares for which no proxy is received and will vote such shares (for the Plan, against the Plan and abstain) in the same proportion
as the votes cast by Contractowners. Therefore, ASLAC's presence at the Meeting is sufficient to constitute a quorum under the
Trust's By-laws, and all of the shares of the Alger Portfolio will be voted in some manner by ASLAC.
An abstention is not counted as an affirmative vote of the type necessary to approve the Plan and, therefore, will have the
same effect as a vote against the Plan.
How to vote.
You can vote in any one of three ways:
o By mail, with the enclosed proxy card.
o In person at the Meeting.
o Through the Internet by visiting HTTP://WWW.AMERICANSKANDIA.COM, looking for the "Vote" link and following the instructions
------------------------------
provided.
If you simply sign and date the proxy but give no voting instructions, your shares will be voted in favor of the Plan and in
accordance with the views of management upon any unexpected matters that come before the Meeting or adjournment of the Meeting.
Revoking proxies.
You may revoke your proxy at any time before it is voted by sending a written notice to the Secretary of the Trust expressly
revoking your proxy, by signing and forwarding to the Fund a later-dated proxy, or by attending the Meeting and voting in person.
Other matters.
The Board of Trustees of the Trust does not intend to bring any matters before the Meeting other than those described in
this Prospectus/Proxy Statement. It is not aware of any other matters to be brought before the Meeting by others. If any other
matter legally comes before the Meeting, it is intended that the persons named in the enclosed proxy will vote in accordance with
their judgment.
Who may vote.
Shareholders of record of the Alger Portfolio on the Record Date will be entitled to vote at the meeting. On the Record
Date, there were 142,078,377.255 outstanding shares of the Alger Portfolio issued and outstanding.
Solicitation of proxies.
Voting instructions will be solicited principally by mailing this Prospectus/Proxy Statement and its enclosures, but proxies
also may be solicited by telephone, facsimile, through electronic means such as e-mail, or in person by officers or representatives
of the Trust or ASLAC. If the record owner of a contract or policy is a broker-dealer firm, custodian, nominee or fiduciary, the
Trust may send proxy materials to the record owner for any beneficial owners that such record owner may represent. The Trust may
reimburse broker-dealer firms, custodians, nominees and fiduciaries for their reasonable expenses incurred in connection with proxy
solicitations of such beneficial owners.
ADDITIONAL INFORMATION ABOUT THE TRUST AND THE PORTFOLIOS
The Alger Portfolio and the MFS Portfolio are separate series of the Trust, which is an open-end management investment
company registered with the SEC under the Investment Company Act. Each Portfolio is, in effect, a separate mutual fund. Detailed
information about the Trust and each Portfolio is contained in the Prospectus for the Portfolios which is enclosed with and
considered a part of this Prospectus/Proxy Statement. Additional information about the Trust and each Portfolio is included in the
Trust's SAI, dated October 23, 2000, which has been filed with the SEC and is incorporated into the SAI relating to this
Prospectus/Proxy Statement.
You may request a free copy of the Trust's Annual Report to Shareholders for the fiscal year ended December 31, 1999 and the
Trust's Semiannual Report to Shareholders for the six month period ended June 30, 2000 by calling 1-800-752-6342 or by writing to the
Trust at One Corporate Drive, P.O. Box 883, Shelton, CT 06484.
The Fund files proxy materials, reports and other information with the SEC in accordance with the informational requirements
of the Securities Exchange Act of 1934 and the Investment Company Act. These materials can be inspected and copied at: the SEC's
Public Reference Room at 450 Fifth Street NW, Washington, DC 20549, and at the Regional Offices of the SEC located in New York City
at 7 World Trade Center, Suite 1300, New York, NY 10048 and in Chicago at 500 West Madison Street, Suite 1400, Chicago, IL 60661.
Also, copies of such material can be obtained from the SEC's Public Reference Section, Washington, DC 20549-6009, upon payment of
prescribed fees, or from the SEC's Internet address at HTTP://WWW.SEC.GOV.
------------------
PRINCIPAL HOLDERS OF SHARES
As noted above, 100% of the shares of the Alger Portfolio were owned of record by ASLAC as of the Record Date. As of the Record
Date, ASLAC owned of record 100% of the shares of the MFS Portfolio. No shareholder is known to the Trust to have beneficially owned
as of the Record Date more than 5% of the shares of either Portfolio.
As of the Record Date, the officers and Trustees of the Trust, as a group, owned less than 1% of the outstanding voting
shares of the MFS Portfolio.
2
EXHIBITS TO PROSPECTUS/PROXY STATEMENT
Exhibit
-------
A Plan of Reorganization by American Skandia Trust on behalf of the AST MFS Growth Portfolio and the AST Alger Growth
Portfolio
B Prospectus for the AST MFS Growth Portfolio and the AST Alger Growth Portfolio of American Skandia Trust dated
October 23, 2000 (enclosed)
A-21
Exhibit A
Plan of Reorganization by American Skandia Trust
FORM OF PLAN OF REORGANIZATION
THIS PLAN OF REORGANIZATION (the "Plan") is made as of this _____ th day of ______________, 2000, by American Skandia Trust (the
"Trust"), a business trust organized under the laws of the Commonwealth of Massachusetts with its principal place of business at One
Corporate Drive, Shelton, Connecticut 06484, on behalf of the AST MFS Growth Portfolio, the AST Alger All-Cap Growth Portfolio (the
AST MFS Growth Portfolio and the AST Alger All-Cap Growth Portfolio are referred to herein as the "Acquiring Portfolios"), the AST
Alger Growth Portfolio, and the AST Alger Mid-Cap Growth Portfolio (the AST Alger Growth Portfolio and the AST Alger Mid-Cap Growth
Portfolio are referred to herein as the "Acquired Portfolios"), all series of the Trust. Together, the Acquiring Portfolios and
Acquired Portfolios are referred to as the "Portfolios."
The reorganizations (hereinafter referred to as the "Reorganization") will consist of (i) the acquisition by each Acquiring
Portfolio, of substantially all of the property, assets and goodwill of the corresponding Acquired Portfolio and the assumption by
such Acquiring Portfolio of all of the liabilities of the Corresponding Acquired Portfolio in exchange solely for full and fractional
shares of beneficial interest, par value $0.001 each, of the Acquiring Portfolio ("Acquiring Portfolio Shares"); (ii) the
distribution of Acquiring Portfolio Shares to the shareholders of each corresponding Acquired Portfolio according to their respective
interests in complete liquidation of the Acquired Portfolio; and (iii) the dissolution of each Acquired Portfolio as soon as
practicable after the closing (as defined in Section 3, hereinafter called the "Closing"), all upon and subject to the terms and
conditions of this Plan hereinafter set forth.
Each Acquiring Portfolio is identified in the table below opposite its corresponding Acquired Portfolio:
Acquiring Portfolio Acquired Portfolio
------------------- ------------------
AST MFS Growth Portfolio AST Alger Growth Portfolio
AST Alger All-Cap Growth Portfolio AST Alger Mid-Cap Growth Portfolio
In order to consummate the Plan, the following actions shall be taken by the Trust on behalf of the Acquiring Portfolios and
Acquired Portfolios:
1. Sale and Transfer of Assets, Liquidation and Dissolution of Acquired Portfolio.
-------------------------------------------------------------------------------
(a) Subject to the terms and conditions of this Plan, the Trust on behalf of each Acquired Portfolio shall convey,
transfer and deliver to the corresponding Acquiring Portfolio at the Closing all of the Acquired Portfolio's then existing assets
subject to its liabilities, free and clear of all liens, encumbrances, and claims whatsoever (other than shareholders' rights of
redemption), except for cash, bank deposits, or cash equivalent securities in an estimated amount necessary to (i) discharge its
unpaid liabilities on its books at the closing date (as defined in section 3, hereinafter the "Closing Date"), including, but not
limited to, its income dividends and capital gains distributions, if any, payable for the period prior to, and through, the Closing
Date; and (ii) pay such contingent liabilities as the Board of Trustees shall reasonably deem to exist against the Acquired
Portfolio, if any, at the Closing Date, for which contingent and other appropriate liabilities reserves shall be established on the
Acquired Portfolio's books (hereinafter "Net Assets"). Each Acquired Portfolio shall also retain any and all rights that it may have
over and against any person that may have accrued up to and including the close of business on the Closing Date.
(b) Subject to the terms and conditions of this Plan, the Trust on behalf of each Acquiring Portfolio shall at the
Closing deliver to the corresponding Acquired Portfolio the number of Acquiring Portfolio Shares, determined by dividing the net
asset value per share of the shares of the corresponding Acquired Portfolio ("Acquired Portfolio Shares") on the Closing Date by the
net asset value per share of the corresponding Acquiring Portfolio Shares, and multiplying the result thereof by the number of
outstanding Acquired Portfolio Shares as of the close of regular trading on the New York Stock Exchange (the "NYSE") on the Closing
Date. All such values shall be determined in the manner and as of the time set forth in Section 2 hereof.
(c) Immediately following the Closing, each Acquired Portfolio shall distribute pro rata to its shareholders of record
as of the close of business on the Closing Date, the Acquiring Portfolio Shares received by the Acquired Portfolio pursuant to this
Section 1 and then shall terminate and dissolve. Such liquidation and distribution shall be accomplished by the establishment of
accounts on the share records of the Trust relating to each Acquiring Portfolio and noting in such accounts the type and amounts of
such Acquiring Portfolio Shares that such former Acquired Portfolio shareholders are due based on their respective holdings of the
Acquired Portfolio as of the close of business on the Closing Date. Fractional Acquiring Portfolio Shares shall be carried to the
third decimal place. The Acquiring Portfolios shall not issue certificates representing the Acquiring Portfolio shares in connection
with such exchange.
2. Valuation.
----------
(a) The value of each Acquired Portfolio's Net Assets to be transferred to the corresponding Acquiring Portfolio
hereunder shall be computed as of the close of regular trading on the NYSE on the Closing Date (the "Valuation Time") using the
valuation procedures set forth in Trust's currently effective prospectus.
(b) The net asset value of a share of each Acquiring Portfolio shall be determined to the third decimal point as of the
Valuation Time using the valuation procedures set forth in the Trust's currently effective prospectus.
(c) The net asset value of a share of each Acquired Portfolio shall be determined to the third decimal point as of the
Valuation Time using the valuation procedures set forth in the Trust's currently effective prospectus.
3. Closing and Closing Date.
-------------------------
The consummation of the transactions contemplated hereby shall take place at the Closing (the "Closing"). The date of the
Closing (the "Closing Date") shall be February ___, 2001, or such later date as determined by the Trust's officers. The Closing
shall take place at the principal office of the Trust at 5:00 P.M. Eastern time on the Closing Date. The Trust on behalf of each
Acquired Portfolio shall have provided for delivery as of the Closing of each Acquired Portfolio's Net Assets to be transferred to
the account of the corresponding Acquiring Portfolio at the Acquiring Portfolios' Custodian, PFPC Trust Company, Airport Business
Center, International Court 2, 200 Stevens Drive, Philadelphia, PA 19113. Also, the Trust on behalf of each Acquired Portfolio shall
produce at the Closing a list of names and addresses of the shareholders of record of the Acquired Portfolio Shares and the number of
full and fractional shares owned by each such shareholder, all as of the Valuation Time, certified by its transfer agent or by its
President to the best of its or his or her knowledge and belief. The Trust on behalf of each Acquiring Portfolio shall issue and
deliver a confirmation evidencing the Acquiring Portfolio Shares to be credited to the corresponding Acquired Portfolio's account on
the Closing Date to the Secretary of the Trust, or shall provide evidence satisfactory to the Acquired Portfolio that such Acquiring
Portfolio Shares have been registered in an account on the books of the Acquiring Portfolio in such manner as the Trust on behalf of
Acquired Portfolio may request.
4. Representations and Warranties by the Trust on behalf of each Acquired Portfolio.
---------------------------------------------------------------------------------
The Fund makes the following representations and warranties about each Acquired Portfolio:
(a) Each Acquired Portfolio is a series of the Trust, a business trust organized under the laws of the Commonwealth of
Massachusetts and validly existing and in good standing under the laws of that jurisdiction. The Trust is duly
registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, management
investment company and all of the Acquired Portfolio Shares sold were sold pursuant to an effective registration
statement filed under the Securities Act of 1933, as amended (the "1933 Act").
(b) The Trust is authorized to issue an unlimited number of shares of beneficial interest, par value $0.001 each, each
outstanding share of which is fully paid, non-assessable, fully transferable and has full voting rights and
currently issues shares of forty-one (41) series. The Trust is authorized to issue an unlimited number of shares of
beneficial interest of each series.
(c) The financial statements appearing in the Trust's Annual Report to Shareholders for the fiscal year ended December
31, 1999, audited by Deloitte & Touche LLP, and its Semiannual Report to Shareholders for the six months ended June 30, 2000, fairly
present the financial position of each Acquired Portfolio as of such dates and the results of its operations for the periods
indicated in conformity with generally accepted accounting principles applied on a consistent basis.
(d) The Trust has the necessary power and authority to conduct each Acquired Portfolio's business as such business is
now being conducted.
(e) The Trust on behalf of each Acquired Portfolio is not a party to or obligated under any provision of the Trust's
Amended and Restated Declaration of Trust or By-laws, or any contract or any other commitment or obligation, and is not subject to
any order or decree, that would be violated by its execution of or performance under this Plan.
(f) Neither Acquired Portfolio is under the jurisdiction of a court in a Title 11 or similar case within the meaning of
Section 368(a)(3)(A) of the Internal Revenue Code of 1986, as amended (the "Code").
(g) Neither Acquired Portfolio has any unamortized or unpaid organizational fees or expenses.
(h) Each Acquired Portfolio has qualified as a regulated investment company (a "RIC") under the Code since its inception
and will continue to qualify at the Closing, and the consummation of the transactions contemplated by this Plan will not cause such
Acquired Portfolio to fail to satisfy the requirements of subchapter M of the Code. Each Acquired Portfolio also has satisfied the
diversification requirements of Section 817(h) of the Code since its inception and will continue to satisfy such requirements at the
Closing.
5. Representations and Warranties by the Fund on behalf of each Acquiring Portfolio.
---------------------------------------------------------------------------------
The Fund makes the following representations and warranties about each Acquiring Portfolio:
(a) Each Acquiring Portfolio is a series of the Trust, a business trust organized under the laws of the Commonwealth of
Massachusetts and validly existing and in good standing under the laws of that jurisdiction. The Trust is duly registered under the
1940 Act as an open-end, management investment company and all of the Acquiring Portfolio Shares sold have been sold pursuant to an
effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act").
(b) The Trust is authorized to issue an unlimited number of shares of beneficial interest, par value $0.001 each, each
outstanding share of which is fully paid, non-assessable, fully transferable and has full voting rights and currently issues shares
of forty-one (41) series. The Trust is authorized to issue an unlimited number of shares of beneficial interest of each series.
Acquiring Portfolio Shares to be issued pursuant to this Plan will be fully paid, non-assessable, freely transferable and have full
voting rights.
(c) At the Closing, Acquiring Portfolio Shares will be eligible for offering to the public in those states of the United
States and jurisdictions in which the shares of the corresponding Acquired Portfolio are presently eligible for offering to the
public, and there are a sufficient number of Acquiring Portfolio Shares registered under the 1933 Act to permit the transfers
contemplated by this Plan to be consummated.
(d) The financial statements appearing in the Trust's Annual Report to Shareholders for the fiscal year ended December
31, 1999, audited by Deloitte & Touche LLP, and its Semiannual Report to Shareholders for the six months ended June 30, 2000, fairly
present the financial position of each Acquiring Portfolio as of such dates and the results of its operations for the periods
indicated in conformity with generally accepted accounting principles applied on a consistent basis.
(e) The Trust has the necessary power and authority to conduct each Acquiring Portfolio's business as such business is
now being conducted.
(f) The Trust on behalf of each Acquiring Portfolio is not a party to or obligated under any provision of the Trust's
Amended and Restated Declaration of Trust or By-laws, or any contract or any other commitment or obligation, and is not subject to
any order or decree, that would be violated by its execution of or performance under this Plan.
(g) Neither the Trust nor either of the Acquiring Portfolios is under the jurisdiction of a court in Title 11 or similar
case within the meaning of Section 368(a)(3)(A) of the Code.
(h) Each Acquiring Portfolio has qualified as a RIC under the Code since its inception and will continue to qualify at
the Closing, and the consummation of the transactions contemplated by this Plan will not cause such Acquiring Portfolio to fail to
satisfy the requirements of subchapter M of the Code. Each Acquiring Portfolio also has satisfied the diversification requirements
of Section 817(h) of the Code since its inception and will continue to satisfy such requirements at the Closing.
6. Representations and Warranties by the Trust on behalf of the Portfolios.
------------------------------------------------------------------------
The Trust makes the following representations and warranties about each of the Portfolios:
(a) The statement of assets and liabilities to be created by the Trust for each of the Portfolios as of the Valuation
Time for the purpose of determining the number of Acquiring Portfolio Shares to be issued pursuant to Section 1 of this Plan will
accurately reflect the Net Assets in the case of the Acquired Portfolios and the net assets in the case of the Acquiring Portfolios,
and outstanding shares, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.
(b) At the Closing, the Portfolios will have good and marketable title to all of the securities and other assets shown
on the statement of assets and liabilities referred to in "(a)" above, free and clear of all liens or encumbrances of any nature
whatsoever, except such imperfections of title or encumbrances as do not materially detract from the value or use of the assets
subject thereto, or materially affect title thereto.
(c) Except as may be disclosed in the Trust's current effective prospectus, there is no material suit, judicial action,
or legal or administrative proceeding pending or threatened against any of the Portfolios.
(d) There are no known actual or proposed deficiency assessments with respect to any taxes payable by any of the
Portfolios.
(e) The execution, delivery, and performance of this Plan have been duly authorized by all necessary action of the
Trust's Board of Trustees, and this Plan constitutes a valid and binding obligation enforceable in accordance with its terms.
(f) It anticipates that consummation of this Plan will not cause any of the Portfolios to fail to conform to the
requirements of Subchapter M of the Code for Federal income taxation as a RIC at the end of each fiscal year or to conform to the
requirements of Section 817(h) at the end of each tax quarter.
(g) The Trust has the necessary power and authority to conduct the business of the Portfolios, as such business is now
being conducted.
7. Intentions of the Trust on behalf of the Portfolios.
----------------------------------------------------
(a) The Trust intends to operate each Portfolio's respective business as presently conducted between the date hereof and
the Closing.
(b) The Trust intends that the Acquired Portfolios will not acquire the Acquiring Portfolio Shares for the purpose of
making distributions thereof to anyone other than the Acquired Portfolio's shareholders.
(c) The Trust on behalf of each Acquired Portfolio intends, if this Plan is consummated, to liquidate and dissolve each
Acquired Portfolio.
(d) The Trust intends that, by the Closing, all of the Portfolios' Federal and other tax returns and reports required by
law to be filed on or before such date shall have been filed, and all Federal and other taxes shown as due on said returns shall have
either been paid or adequate liability reserves shall have been provided for the payment of such taxes.
(e) At the Closing, the Trust on behalf of each Acquired Portfolio intends to have available a copy of the shareholder
ledger accounts, certified by the Trust's transfer agent or its President or a Vice President to the best of its or his or her
knowledge and belief, for all the shareholders of record of Acquired Portfolio Shares as of the Valuation Time who are to become
shareholders of the corresponding Acquiring Portfolio as a result of the transfer of assets that is the subject of this Plan.
(f) The Trust intends to mail to each shareholder of record of each Acquired Portfolio entitled to vote at the meeting
of its shareholders at which action on this Plan is to be considered, in sufficient time to comply with requirements as to notice
thereof, a Combined Proxy Statement and Prospectus that complies in all material respects with the applicable provisions of Section
14(a) of the Securities Exchange Act of 1934, as amended, and Section 20(a) of the 1940 Act, and the rules and regulations,
respectively, thereunder.
(g) The Trust intends to file with the U.S. Securities and Exchange Commission a registration statement or statements on
Form N-14 under the 1933 Act relating to the Acquiring Portfolio Shares issuable hereunder ("Registration Statements"), and will use
its best efforts to provide that the Registration Statements become effective as promptly as practicable. At the time a Registration
Statement becomes effective, it will: (i) comply in all material respects with the applicable provisions of the 1933 Act, and the
rules and regulations promulgated thereunder; and (ii) not contain any untrue statement of material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading. At the time a Registration Statement
becomes effective, at the time of the shareholders' meeting of the Acquired Portfolio, and at the Closing Date, the prospectus and
statement of additional information included in the Registration Statement will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
8. Conditions Precedent to be Fulfilled by Trust on behalf of the Portfolios.
--------------------------------------------------------------------------
The consummation of the Plan with respect to an Acquiring Portfolio and its corresponding Acquired Portfolio shall be
subject to the following conditions:
(a) That: (i) all the representations and warranties contained herein concerning the relevant Portfolios shall be true
and correct as of the Closing with the same effect as though made as of and at such date; (ii) performance of all obligations
required by this Plan to be performed by the Trust on behalf of the relevant Portfolios shall occur prior to the Closing; and (iii)
the Trust shall execute a certificate signed by the President or a Vice President and by the Secretary or equivalent officer to the
foregoing effect.
(b) That the form of this Plan shall have been adopted and approved by the appropriate action of the Board of Trustees
of the Trust on behalf of the relevant Portfolios.
(c) That the U.S. Securities and Exchange Commission shall not have issued an unfavorable management report under
Section 25(b) of the 1940 Act or instituted or threatened to institute any proceeding seeking to enjoin consummation of the Plan
under Section 25(c) of the 1940 Act. And, further, no other legal, administrative or other proceeding shall have been instituted or
threatened that would materially affect the financial condition of a Portfolio or would prohibit the transactions contemplated hereby.
(d) That the Plan contemplated hereby shall have been adopted and approved by the appropriate action of the shareholders
of the Acquired Portfolio at an annual or special meeting or any adjournment thereof.
(e) That a distribution or distributions shall have been declared for each Portfolio, prior to the Closing Date that,
together with all previous distributions, shall have the effect of distributing to shareholders of each Portfolio (i) all of its
ordinary income and all of its capital gain net income, if any, for the period from the close of its last fiscal year to the
Valuation Time and (ii) any undistributed ordinary income and capital gain net income from any prior period. Capital gain net income
has the meaning assigned to such term by Section 1222(9) of the Code.
(f) That there shall be delivered to the Trust on behalf of each Acquired Portfolio an opinion from Messrs. Stradley,
Ronon, Stevens & Young, LLP, counsel to the Trust, to the effect that, provided the acquisition contemplated hereby is carried out in
accordance with this Plan and in accordance with representations provided by the Trust in certificates delivered to such counsel:
(1) The acquisition by each Acquiring Portfolio of substantially all the assets of the corresponding
Acquired Portfolio, as provided for herein, in exchange for Acquiring Portfolio Shares and the assumption by each such Acquiring
Portfolio of the corresponding Acquired Portfolio's liabilities followed by the distribution by each such Acquired Portfolio to its
respective holders of voting shares of the corresponding Acquired Portfolio in complete liquidation will qualify as a reorganization
within the meaning of Section 368(a)(1) of the Code, and each Portfolio will each be a "party to the reorganization" within the
meaning of Section 368(b) of the Code;
(2) No gain or loss will be recognized by an Acquired Portfolio upon the transfer of substantially all
of its assets to its corresponding Acquiring Portfolio in exchange solely for voting shares of the Acquiring Portfolio and the
assumption by the Acquiring Portfolio of the Acquired Portfolio's liabilities (Sections 361(a) and 357(a) of the Code);
(3) No gain or loss will be recognized by an Acquiring Portfolio upon the receipt of substantially all
of the assets of its corresponding Acquired Portfolio in exchange solely for voting shares of the Acquiring Portfolio (Section
1032(a) of the Code);
(4) No gain or loss will be recognized by an Acquired Portfolio upon the distribution of voting shares
of the corresponding Acquiring Portfolio to its shareholders pursuant to the liquidations of the Acquired Portfolio (in pursuance of
the Plan) (Section 361(c)(1) of the Code);
(5) The basis of the assets of an Acquired Portfolio received by its corresponding Acquiring Portfolio
will be the same as the basis of such assets to the Acquired Portfolio immediately prior to the exchange (Section 362(b) of the Code);
(6) The holding period of the assets of an Acquired Portfolio received by its corresponding Acquiring
Portfolio will include the period during which such assets were held by the Acquired Portfolio (Section 1223(2) of the Code);
(7) No gain or loss will be recognized by the shareholders of an Acquired Portfolio upon the exchange
of their shares in the Acquired Portfolio for voting shares of the corresponding Acquiring Portfolio (including fractional shares to
which they may be entitled) (Section 354(a) of the Code);
(8) The basis of the Acquiring Portfolio Shares received by the corresponding Acquired Portfolio's
shareholders (including fractional shares to which they may be entitled) shall be the same as the basis of the Acquired Portfolio
Shares exchanged therefor (Section 358(a)(1) of the Code);
(9) The holding period of Acquiring Portfolio Shares received by the corresponding Acquired
Portfolio's shareholders (including fractional shares to which they may be entitled) will include the holding period of the Acquired
Portfolio's Shares surrendered in exchange therefor, provided that the Acquired Portfolio's Shares were held as a capital asset on
the effective date of the Reorganization (Section 1223(1) of the Code); and
(10) Each Acquiring Portfolio will succeed to and take into account as of the date of the transfer (as
defined in Section 1.381(b)-1(b) of the Treasury Regulations) the items of the corresponding Acquired Portfolio described in Section
381 (c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Income
Tax Regulations thereunder.
(g) That there shall be delivered to the Trust on behalf of the Portfolios an opinion in form and substance satisfactory
to it from Messrs. Stradley Ronon Stevens & Young, LLP, counsel to the Trust, to the effect that, subject in all respects to the
effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other laws now or hereafter affecting
generally the enforcement of creditors' rights:
(1) Acquiring Portfolio Shares to be issued pursuant to the terms of this Plan have been duly
authorized and, when issued and delivered as provided in this Plan, will have been validly issued and fully paid and will be
non-assessable by the Trust, on behalf of the Acquiring Portfolio;
(2) All actions required to be taken by the Trust and/or Portfolios to authorize and effect the Plan
contemplated hereby have been duly authorized by all necessary action on the part of the Trust and the Portfolios;
(3) Neither the execution, delivery nor performance of this Plan by the Trust violates any provision
of the Trust's Amended and Restated Declaration of Trust or By-laws, or the provisions of any agreement or other instrument known to
such counsel to which the Trust is a party or by which the Portfolios are otherwise bound; this Plan is the legal, valid and binding
obligation of the Trust and each Portfolio and is enforceable against the Trust and/or each Portfolio in accordance with its terms;
and
(4) The Trust's registration statement of which the prospectus dated October 23, 2000 relating to each
Portfolio is a part (the "Prospectus") is, at the time of the signing of this Plan, effective under the 1933 Act, and, to the best
knowledge of such counsel, no stop order suspending the effectiveness of such registration statement has been issued, and no
proceedings for such purpose have been instituted or are pending before or threatened by the U.S. Securities and Exchange Commission
under the 1933 Act, and nothing has come to counsel's attention that causes it to believe that, at the time the Prospectus became
effective, or at the time of the signing of this Plan, or at the Closing, such Prospectus (except for the financial statements and
other financial and statistical data included therein, as to which counsel need not express an opinion), contained any untrue
statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements
therein not misleading; and such counsel knows of no legal or government proceedings required to be described in the Prospectus, or
of any contract or document of a character required to be described in the Prospectus that is not described as required.
In giving the opinions set forth above, counsel may state that it is relying on certificates of the officers of the Trust
with regard to matters of fact, and certain certifications and written statements of governmental officials with respect to the good
standing of the Trust.
(h) That the Trust's Registration Statement with respect to the Acquiring Portfolio Shares to be delivered to the
corresponding Acquired Portfolio's shareholders in accordance with this Plan shall have become effective, and no stop order
suspending the effectiveness of the Registration Statement or any amendment or supplement thereto, shall have been issued prior to
the Closing Date or shall be in effect at Closing, and no proceedings for the issuance of such an order shall be pending or
threatened on that date.
(i) That the Acquiring Portfolio Shares to be delivered hereunder shall be eligible for sale by the Acquiring Portfolio
with each state commission or agency with which such eligibility is required in order to permit the Acquiring Portfolio Shares
lawfully to be delivered to each shareholder of the corresponding Acquired Portfolio.
(j) That, at the Closing, there shall be transferred to each Acquiring Portfolio aggregate Net Assets of the
corresponding Acquired Portfolio comprising at least 90% in fair market value of the total net assets and 70% of the fair market
value of the total gross assets recorded on the books of Acquired Portfolio on the Closing Date.
9. Expenses.
---------
(a) The Trust represents and warrants that there are no broker or finders' fees payable by it in connection with the
transactions provided for herein.
(b) The expenses of entering into and carrying out the provisions of this Plan shall be borne by American Skandia Life
Assurance Corporation or its affiliates.
10. Termination; Postponement; Waiver; Order.
-----------------------------------------
(a) Anything contained in this Plan to the contrary notwithstanding, this Plan may be terminated and abandoned at any
time (whether before or after approval thereof by the shareholders of an Acquired Portfolio) prior to the Closing or the Closing may
be postponed by the Trust on behalf of a Portfolio by resolution of the Board of Trustees, if circumstances develop that, in the
opinion of the Board, make proceeding with the Plan inadvisable. The termination or abandonment of this Plan or the postponement of
the Closing with respect to any Acquiring Portfolio and its corresponding Acquired Portfolio shall not affect the performance of this
Plan by the other Portfolios unless this Plan is terminated or abandoned or the closing is postponed with respect to those other
Portfolios.
(b) If the transactions contemplated by this Plan have not been consummated by April 30, 2001, the Plan shall
automatically terminate on that date, unless a later date is agreed to by the Trust on behalf of the relevant Portfolios.
(c) In the event of termination of this Plan with respect to an Acquiring Portfolio and its corresponding Acquired
Portfolio pursuant to the provisions hereof, the same shall become void and have no further effect with respect to such Acquiring
Portfolio or Acquired Portfolio, and neither the Fund, the Acquiring Portfolio nor the Acquired Portfolio, nor the directors,
officers, agents or shareholders shall have any liability in respect of this Plan.
(d) At any time prior to the Closing, any of the terms or conditions of this Plan may be waived by the party who is
entitled to the benefit thereof by action taken by the Trust's Board of Trustees if, in the judgment of such Board of Trustees, such
action or waiver will not have a material adverse affect on the benefits intended under this Plan to its shareholders, on behalf of
whom such action is taken.
(e) The respective representations and warranties contained in Sections 4 to 6 hereof shall expire with and be
terminated by the Plan of Reorganization, and neither the Trust nor any of its officers, directors, agents or shareholders nor the
Portfolios nor any of their shareholders shall have any liability with respect to such representations or warranties after the
Closing. This provision shall not protect any officer, director, agent or shareholder of any of the Portfolios or the Trust against
any liability to the entity for which that officer, director, agent or shareholder so acts or to any of the Trust's shareholders to
which that officer, director, agent or shareholder would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties in the conduct of such office.
(f) If any order or orders of the U.S. Securities and Exchange Commission with respect to this Plan shall be issued
prior to the Closing and shall impose any terms or conditions that are determined by action of the Board of Trustees of the Trust on
behalf of the Portfolios to be acceptable, such terms and conditions shall be binding as if a part of this Plan without further vote
or approval of the shareholders of the Acquired Portfolios, unless such terms and conditions shall result in a change in the method
of computing the number of Acquiring Portfolio Shares to be issued to the corresponding Acquired Portfolio in which event, unless
such terms and conditions shall have been included in the proxy solicitation material furnished to the shareholders of the
corresponding Acquired Portfolio prior to the meeting at which the transactions contemplated by this Plan shall have been approved,
this Plan shall not be consummated and shall terminate unless the Trust on behalf of the Acquired Portfolio shall promptly call a
special meeting of shareholders at which such conditions so imposed shall be submitted for approval.
11. Entire Plan and Amendments.
---------------------------
This Plan embodies the entire plan of the Trust on behalf of the Portfolios and there are no agreements, understandings,
restrictions, or warranties between the parties other than those set forth herein or herein provided for. This Plan may be amended
only by the Trust on behalf of a Portfolio in writing. Neither this Plan nor any interest herein may be assigned without the prior
written consent of the Trust on behalf of the Portfolio corresponding to the Portfolio making the assignment.
12. Notices.
--------
Any notice, report, or demand required or permitted by any provision of this Plan shall be in writing and shall be deemed to
have been given if delivered or mailed, first class postage prepaid, addressed to the Trust at One Corporate Drive, P.O. Box 883,
Shelton, CT 06484, Attention: Secretary.
13. Governing Law.
--------------
This Plan shall be governed by and carried out in accordance with the laws of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, American Skandia Trust, on behalf of the AST MFS Growth Portfolio, AST Alger All-Cap Growth Portfolio,
AST Alger Growth Portfolio and AST Alger Mid-Cap Growth Portfolio, has executed this Plan by its duly authorized officer, all as of
the date and year first-above written.
AMERICAN SKANDIA TRUST
on behalf of
AST MFS Growth Portfolio,
AST Alger All-Cap Growth Portfolio,
AST Alger Growth Portfolio, and
AST Alger Mid-Cap Growth Portfolio.
Attest: By:
---------------------------------- ------------------------------------
EXHIBIT B
Prospectus dated October 23, 2000
The Prospectus for the AST MFS Growth Portfolio and the AST Alger Growth Portfolio of American Skandia Trust dated October
23, 2000, is part of this Prospectus/Proxy Statement and will be included in the proxy solicitation mailing to shareholders. The
above-referenced prospectus follows.
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 41 separate portfolios ("Portfolios"), two of
which are offered through this Prospectus.
AST MFS Growth Portfolio
AST Alger Growth 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.
TABLE OF CONTENTS
-----------------
Caption Page
------- ----
Risk/Return Summary...............................................................................................3
Past Performance..................................................................................................5
Fees and Expenses of the Portfolios...............................................................................6
Investment Objectives and Policies................................................................................7
AST MFS Growth Portfolio.....................................................................................8
AST Alger Growth Portfolio...................................................................................9
Portfolio Turnover...............................................................................................10
Net Asset Value..................................................................................................10
Purchase and Redemption of Shares................................................................................10
Management of the Trust..........................................................................................11
Tax Matters......................................................................................................12
Financial Highlights.............................................................................................14
Certain Risk Factors and Investment Methods......................................................................16
RISK/RETURN SUMMARY
American Skandia Trust (the "Trust") is comprised of forty-one investment portfolios (the "Portfolios"). Two of
which are offered through this Prospectus. 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."
Capital Growth Portfolios:
Portfolio: Investment Goal: Primary Investments:
--------- --------------- -------------------
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.
Principal Investment Strategies:
-------------------------------
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.
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, as funds investing primarily in larger companies, the AST
MFS Growth Portfolio and the AST Alger Growth Portfolio will be subject to somewhat less risk than a fund investing
primarily in small-cap companies.
o The AST MFS Growth Portfolio and the AST Alger Growth Portfolio generally take a growth approach to investing
rather than a value approach. Value stock 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.
Past Performance
No performance information is included for the AST MFS Growth Portfolio and the AST Alger Growth Portfolio
because these Portfolios commenced operations after January 1999.
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.
SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment):
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*
* 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.
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(4)Operating
Portfolio: Service Expenses Expenses
(12b-1)
Fees(3)
------------------------------------ ------------ ------------- ------------- --------------- --------------- ---------------
AST MFS Growth(1) 0.90 0.00 0.12 1.02 N/A 1.02
AST Alger Growth(2) 0.75 N/A 0.23 0.98 0.19 0.79
(1) This Portfolio 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.
(2) This Portfolio commenced operations in November 2000. "Other Expenses" and "Estimated Distribution and Service
Fees" shown are based on estimated amounts for the fiscal year ending December 31, 2000.
(3) 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 January 1, 2000 until December
31, 2000. Although there is no maximum commission amount allowable, 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.
(4) The Investment Manager has agreed to reimburse and/or waive fees for the Growth Portfolio until the sooner of
November 13, 2001 or the date of the closing of the Transaction. 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.
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:
After:
Portfolio: 1 yr. 3 yrs. 5 yrs. 10 yrs.
--------- ------------------------------------------------------------
AST Alger Growth 81 252 N/A N/A
AST MFS Growth 104 325 563 1,248
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.
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.
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.
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 Portfolio
may regularly have annual rates of turnover exceeding 100%:
AST Alger Growth Portfolio
A high rate of portfolio turnover involves correspondingly higher brokerage commission expenses and other
transaction costs, which are borne by a Portfolio and will reduce its performance.
NET ASSET VALUE:
The net asset value per share ("NAV") of each Portfolio is determined as of the close of the New York Stock
Exchange (the "NYSE") (normally 4:00 p.m. Eastern Time) on each day that the NYSE is open for business. NAV is
determined by dividing the value of a Portfolio's total assets, less any liabilities, by the number of total shares of
that Portfolio outstanding. In general, the assets of each Portfolio are valued on the basis of market quotations.
However, in certain circumstances where market quotations are not readily available (such as illiquid secondary markets)
or are believed to not represent the fair value of the security based on other information available (such as if the SEC
announced an investigation into a security for financial irregularities after the close of the NYSE), assets are valued
by methods that are believed to accurately reflect their fair value. Because NAV is calculated and purchases may be made
only on business days, and because securities traded on foreign exchanges may trade on other days, the value of a
Portfolio's investments may change on days when shares cannot be purchased or redeemed.
PURCHASE AND REDEMPTION OF SHARES:
Purchases of shares of the Portfolios may be made only by separate accounts of Participating Insurance Companies
for the purpose of investing assets attributable to variable annuity contracts and variable life insurance policies
("contractholders"), or by qualified plans. The separate accounts of the Participating Insurance Companies place orders
to purchase and redeem shares of the Trust based on, among other things, the amount of premium payments to be invested
and the amount of surrender and transfer requests to be effected on that day under the variable annuity contracts and
variable life insurance policies. Orders are effected on days on which the NYSE is open for trading. Orders received
before 4:00 P.M. Eastern time are effected at the NAV determined as of 4:00 P.M. Eastern Time on that same day. Orders
received after 4:00 P.M. Eastern Time are effected at the NAV calculated the next business day. Payment for redemptions
will be made within seven days after the request is received. The Trust does not assess any fees, either when it sells
or when it redeems its securities. However, surrender charges, mortality and expense risk fees and other charges may be
assessed by Participating Insurance Companies under the variable annuity contracts or variable life insurance policies.
Please refer to the prospectuses for the variable annuity contracts and variable insurance policies for further
information on these fees.
As of the date of this Prospectus, American Skandia Life Assurance Corporation ("ASLAC") and Kemper Investors
Life Insurance Company are the only Participating Insurance Companies. The profit sharing plan covering employees of
ASLAC and its affiliates, which is a retirement plan qualified under Section 401(a) of the Internal Revenue Code of 1986,
as amended, also may directly own shares of the Trust. Certain conflicts of interest may arise as a result of investment
in the Trust by various insurance companies for the benefit of their contractholders and by various qualified plans.
These conflicts could arise because of differences in the tax treatment of the various investors, because of actions of
the Participating Insurance Companies and/or the qualified plans, or other reasons. The Trust does not currently expect
that any material conflicts of interest will arise. Nevertheless, the Trustees intend to monitor events in order to
identify any material irreconcilable conflicts and to determine what action, if any, should be taken in response to such
conflicts. Should any conflict arise that would require a substantial amount of assets to be withdrawn from the Trust,
orderly portfolio management could be disrupted.
MANAGEMENT OF THE TRUST:
Investment Manager: American Skandia Investment Services, Incorporated ("ASISI"), One Corporate Drive, Shelton,
Connecticut, acts as Investment Manager to the Trust. ASISI has served as Investment Manager since 1992, and currently
serves as Investment Manager to a total of 66 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:
Massachusetts Financial Services Company ("MFS"), which is located at 500 Boylston Street, Boston, Massachusetts
02116, serves as Sub-advisor for the AST MFS Growth 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 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.
Fred Alger Management, Inc. ("Alger"), One World Trade Center, Suite 9333, New York, New York 10048, serves as
Sub-advisor for 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 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.
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 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.
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, 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.
This page has been intentionally left blank.
FINANCIAL HIGHLIGHTS: The financial highlights table is intended to help you understand the financial performance for
the AST MFS Growth Portfolio since its inception. 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 the 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 Portfolio's financial statements, are included in the annual reports of the separate accounts funding the variable
annuity contracts and variable life insurance policies, which are available without charge upon request to the Trust at
One Corporate Drive, Shelton, Connecticut or by calling (800) 752-6342. No financial information is included for the AST
Alger Growth Portfolio, which had not commenced operations prior to October 23, 2000.
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
---------
AST MFS Growth 06/30/00** $11.30 $0.01 $0.35 $0.36$ -- $ -- $ -- $11.66
12/31/99(2) 10.00 0.01 1.29 1.30 -- -- -- 11.30
---------------------------------------------------------------------------------------------------------------------------
(1) Annualized.
(2) Commenced operations on October 18, 1999.
** Unaudited.
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
------
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)
---------------------------------------------------------------------------------------------------------------------------
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. The AST MFS Growth 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. The 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 may purchase securities on a when-issued, delayed-delivery or forward commitment basis. These
transactions generally involve the purchase of a security with payment and delivery due at some time in the future. A
Portfolio does not earn interest on such securities until settlement and bears the risk of market value fluctuations in
between the purchase and settlement dates. If the seller fails to complete the sale, the Fund may lose the opportunity
to obtain a favorable price and yield. While the Portfolios will generally engage in such when-issued, delayed-delivery
and forward commitment transactions with the intent of actually acquiring the securities, a Portfolio may sometimes sell
such a security prior to the settlement date.
Certain Portfolios may also sell securities on a delayed-delivery or forward commitment basis. If the
Portfolio does so, it will not participate in future gains or losses on the security. If the other party to such a
transaction fails to pay for the securities, the Portfolio could suffer a loss.
ILLIQUID AND RESTRICTED SECURITIES:
Subject to guidelines adopted by the Trustees of the Trust, the AST MFS Growth Portfolio may invest up to 15% of
its net assets in illiquid securities and the AST Alger Growth Portfolio may invest up to 10% of its net assets in
illiquid securities. Illiquid securities are those that, because of the absence of a readily available market or due to
legal or contractual restrictions on resale, cannot be sold within seven days in the ordinary course of business at
approximately the amount at which the Fund has valued the investment. Therefore, a Portfolio may find it difficult to
sell illiquid securities at the time considered most advantageous by its Sub-advisor and may incur expenses that would
not be incurred in the sale of securities that were freely marketable.
Certain securities that would otherwise be considered illiquid because of legal restrictions on resale to the
general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. These
Rule 144A securities, and well as commercial paper that is sold in private placements under Section 4(2) of the
Securities Act, may be deemed liquid by the Portfolio's Sub-advisor under the guidelines adopted by the Trustees of the
Trust. However, the liquidity of a Portfolio's investments in Rule 144A securities could be impaired if trading does not
develop or declines.
REPURCHASE AGREEMENTS:
Each Portfolio may enter into repurchase agreements. Repurchase agreements are agreements by which a Portfolio
purchases a security and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon
price and date. The resale price is in excess of the purchase price and reflects an agreed upon market rate unrelated to
the coupon rate on the purchased security. Repurchase agreements must be fully collateralized and can be entered into
only with well-established banks and broker-dealers that have been deemed creditworthy by the Sub-advisor. Repurchase
transactions are intended to be short-term transactions, usually with the seller repurchasing the securities within seven
days. Repurchase agreements that mature in more than seven days are subject to a Portfolio's limit on illiquid
securities.
A Portfolio that enters into a repurchase agreement may lose money in the event that the other party defaults on
its obligation and the Portfolio is delayed or prevented from disposing of the collateral. A Portfolio also might incur
a loss if the value of the collateral declines, and it might incur costs in selling the collateral or asserting its legal
rights under the agreement. If a defaulting seller filed for bankruptcy or became insolvent, disposition of collateral
might be delayed pending court action.
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. 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 neither Portfolio will make short sales generally, the AST Alger Growth 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.
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
Fred Alger Management, Inc.
Massachusetts Financial Services Company
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
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of THE
AST ALGER GROWTH PORTFOLIO
to be held on FEBRUARY 15, 2001
The undersigned hereby appoints Maureen Gulick and Deirdre Burke and each of them as the proxy or proxies of the
undersigned, with full power of substitution, to vote on behalf of the undersigned all shares of beneficial interest of the above
stated Portfolio of American Skandia Trust (or the "Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 10:30 a.m., Eastern Time, on February 15, 2001 at the offices of the Trust at One
Corporate Drive, 10th Floor, Shelton, Connecticut and at any adjournments thereof, upon the matters described in the accompanying
Prospectus/Proxy Statement and upon any other business that may properly come before the meeting or any adjournment thereof. Said
proxies are directed to vote or to refrain from voting as checked below.
PLEASE SIGN BELOW AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE.
The undersigned acknowledges receipt with this proxy of a copy of the Notice of Special Meeting of Shareholders of the AST
Alger Growth Portfolio of the Trust and the accompanying Prospectus/Proxy Statement. If a contract is jointly held, each contract
owner named should sign. If only one signs, his or her signature will be binding. If the contract owner is a trust, custodial
account or other entity, the name of the trust or the custodial account should be entered and the trustee, custodian, etc. should
sign in his or her own name, indicating that he or she is "Trustee," "Custodian," or other applicable designation. If the contract
owner is a partnership, the partnership should be entered and the partner should sign in his or her own name, indicating that he or
she is a "Partner."
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
......... ACCOUNT NUMBER:
......... UNITS:
......... CONTROL NO:
To vote by Internet
1) Read the Proxy Statement and have the Proxy card below at hand.
2) Got to website WWW.AMERICANSKANDIA.COM
-----------------------
3) Enter the 12-digit control number set forth on the proxy card and follow simple instructions.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED DETACH AND RETURN THIS PORTION ONLY
AMERICAN SKANDIA TRUST - AST ALGER GROWTH PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING PROPOSALS:
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF NO CHOICE IS INDICATED.
For Against Abstain
1. PROPOSAL TO APPROVE a PLAN OF REORGANIZATION OF THE TRUST ON BEHALF OF THE ast aLGER
GROWTH PORTFOLIO (THE "GROWTH PORTFOLIO") AND THE AST mfs GROWTH PORTFOLIO (THE "mfs
PORTFOLIO") OF THE tRUST, THAT PROVIDES FOR THE ACQUISITION OF SUBSTANTIALLY ALL OF THE
ASSETS OF THE gROWTH PORTFOLIO IN EXCHANGE FOR SHARES OF THE mfs PORTFOLIO, THE
DISTRIBUTION OF SUCH SHARES TO THE SHAREHOLDERS OF THE GROWTH PORTFOLIO, AND THE
LIQUIDATION AND DISSOLUTION OF THE GROWTH PORTFOLIO.
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
2
STATEMENT OF ADDITIONAL INFORMATION
FOR
AMERICAN SKANDIA TRUST
Dated January 12, 2001
Acquisition of the Assets of
the AST Alger Growth Portfolio,
a series of American Skandia Trust
By and in exchange for shares of the
the AST MFS Growth Portfolio,
also a series of American Skandia Trust
This Statement of Additional Information (SAI) relates specifically to the proposed delivery of substantially all of the
assets of the AST Alger Growth Portfolio for shares of the AST MFS Growth Portfolio.
This SAI consists of this Cover Page and the following documents. Each of these documents is enclosed with and is legally
considered to be a part of this SAI:
1. American Skandia Trust's Statement of Additional Information dated October 23, 2000.
2. American Skandia Trust's Annual Report to Shareholders dated December 31, 1999.
3. American Skandia Trust's Semiannual Report to Shareholders for the six months ended June 30, 2000.
4. Projected (Pro Forma) after Transaction Financial Statements.
This SAI is not a Prospectus; you should read this SAI in conjunction with the Prospectus/Proxy Statement dated January 12,
2001, relating to the above-referenced transaction. You can request a copy of the Prospectus/Proxy Statement by calling
1-800-752-6342 or by writing to the American Skandia Trust at One Corporate Drive, P.O. Box 883, Shelton, CT 06484.
Attachments to SAI (page 1 of 4)
The American Skandia Trust Statement of Additional Information dated October 23, 2000 is part of this SAI and will be
provided to all shareholders requesting this SAI. For purposes of this EDGAR filing, the above-referenced SAI is incorporated herein
by reference to the Trust's SAI filed under Rule 497(c) on October 25, 2000.
Attachments to SAI (page 2 of 4)
American Skandia Trust's Annual Report to Shareholders dated December 31, 1999 is part of this SAI and will be provided to
all shareholders requesting this SAI. For purposes of this EDGAR filing, the above-referenced Shareholder Report is incorporated
herein by reference to the electronic filing made on February 23, 2000.
Attachments to SAI (page 3 of 4)
American Skandia Trust's Semiannual Report to Shareholders dated June 30, 2000 is part of this SAI and will be provided to
all shareholders requesting this SAI. For purposes of this EDGAR filing, the above-referenced Shareholder Report is incorporated
herein by reference to the electronic filing made on August 22, 2000.
Attachments to SAI (page 4 of 4)
The following are projected (pro forma) financial statements that were prepared to indicate the anticipated financial
information for the MFS Portfolio following the completion of the reorganization. They consist of a [Pro Forma Combining Statement
of Assets and Liabilities]; a Pro Forma Combining Statement of Operations; notes relating to the combining Statements; and a Combined
Pro Forma Statement of Investments.
AMERICAN SKANDIA TRUST
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
November 20, 2000 (Unaudited)
------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
------------------------ ----------------------------------------------------------
AST Alger Growth AST MFS Growth Adjustments Pro Forma Combined AST MFS Growth
------------------------ ------------------ ------------------------ -----------------------------
Assets
Investments in securities at value (A) ................................................................$...........1,416,414,075.....$. 70,329,677 $ $ 1,486,743,752
Collateral received for securities lent........................................................................ - 22,667,264
22,667,264
Cash................................................................................................................................ - 1,980,305 1,980,305
Receivable for:
Securities sold........................................................................................................4,738,801 1,353,522 6,092,323
Dividends and interest...................................................................................... 395,066 28,524 423,590
Other assets................................................................................................................... - 16,088 16,088
------------------------ ------------------ ------------------------ -----------------------
Total Assets...............................................................................................1,421,547,942... 96,375,380 0 1,517,923,322
------------------------ ------------------ ------------------------ -----------------------
Liabilities
Payable for:
Securities purchased........................................................................................ 2,407,804 2,376,505 4,784,309
Advisory fees ...................................................................................................... 184,333 36,924 221,257
Shareholder servicing fees ........................................................................... 27,938 3,986 31,924
Payable upon return of securities lent................................................................... - 22,667,264
22,667,264
Accrued expenses and other liabilities ....................................................................................8,441...... - 8,441
------------------------ ------------------ ------------------------ -----------------------
Total Liabilities..............................................................................................2,628,516 25,084,679 0 27,713,195
------------------------ ------------------ ------------------------ -----------------------
Net Assets................................................................................................................1,418,919,426 71,290,701 0 1,490,210,127
======================== ================== ======================== =======================
Components of Net Assets
Common stock (unlimited number of shares authorized, $.001 par
value per share)...........................................................................................$.................144,773.....$.......... 6,623 $ $ 151,396
Additional paid-in capital................................................................................................1,447,577,221.......... 76,877,382 1,524,454,603
Undistributed net investment income (loss)......................................................................................288,325. 27,978 316,303
Accumulated net realized gain (loss) on investments......................................... (1,043,940) (3,256,018) (4,299,958)
Accumulated net unrealized appreciation (depreciation) on investments....... (28,046,953) (2,365,264) (30,412,217)
------------------------ ------------------ ------------------------ -----------------------
Net Assets................................................................................................................1,418,919,426 71,290,701 0 1,490,210,127
======================== ================== ======================== =======================
Shares of common stock outstanding.................................................................................... 144,773,002 6,622,993 (12,953,658)(a) 138,442,337
Net asset value, offering and redemption price per share ................................... 9.80 10.76 10.76
======================== ================== ======================== =======================
(A) Investments at cost...................................................................................................1,450,536,364..............72,695,640 0 1,523,232,004
======================== ================== ======================== =======================
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(a) Reflects the change in shares of AST Alger Growth upon conversion to AST MFS Growth.
See Notes to Pro Forma Financial Statements.
AMERICAN SKANDIA TRUST
PRO FORMA STATEMENT OF OPERATIONS
For the Period Ended November 20 , 2000 (Unaudited)
------------------------
----------------------------------------------------------------- ----------------------------------
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
AST Alger Growth (1) AST MFS Growth (2) Adjustments Pro Forma Combined AST MFS Growth
----------------------- ------------------------ ------------------------ ------------------------------
Investment Income
Interest.........................................................................................$................140,611........$....... 285,142 $ 425,753
Dividends ........................................................................................................368,426 129,242 497,668
Foreign taxes withheld .................................................................................................-......... (1,711) (1,711)
----------------------- ------------------------ -----------------------
Total Investment Income...........................................................................509,037 412,673 921,710
----------------------- ------------------------ -----------------------
Expenses
Investment advisory fees .........................................................................................209,537 304,263 42,596 (a) 556,396
Shareholder servicing fees ........................................................................... 27,938 32,726 60,664
Administration and accounting fees.............................................................................. 10,582 2,779 (1,442)(b) 11,919
Custodian fees......................................................................................................3,347....... 53,061 (737)(c) 55,671
Audit and legal fees ...............................................................................................2,377......... 582 2,959
Trustees' fees................................................................................................ 694 274 968
Miscellaneous expenses................................................................................................626............................8,744 (273)(d) 9,097
----------------------- ------------------------ ------------------------ -----------------------
Total Expenses....................................................................................255,101 402,429 40,144 697,674
Less: Advisory fee waivers and expense
reimbursements.............................................................................. (34,389) (9,733) 44,122 (e) -
-----------------------
----------------------- ------------------------ ------------------------ -----------------------
Net Expenses......................................................................................220,712 392,696 84,266 697,674 (f)
----------------------- ------------------------ ------------------------ -----------------------
Net Investment Income (Loss).................................................................................................... 288,325 19,977 (84,266) 224,036
----------------------- ------------------------ ------------------------ -----------------------
Realized and Unrealized Gain (Loss) on
Investments
Net realized gain (loss) on:
Securities................................................................................... (1,043,940) (3,242,686) (4,286,626)
Foreign currency transactions................................................... - (7,258) (7,258)
----------------------- ------------------------ -----------------------
Net realized gain (loss) (1,043,940) (3,249,944) (4,293,884)
----------------------- ------------------------ -----------------------
Net change in unrealized appreciation (depreciation) on:
Securities.................................................................................................(28,046,953) (2,736,251) (30,783,204)
-----------------------
Translation of assets and liabilities denominated
in foreign currencies..................................................................................... - 698 698
----------------------- ------------------------ -----------------------
Net change in unrealized appreciation (depreciation)............................. (28,046,953) (2,735,553) (30,782,506)
----------------------- ------------------------ -----------------------
Net gain (loss) on investments..................................................................... (29,090,893) (5,985,497) (35,076,390)
----------------------- ------------------------ -----------------------
Net Increase (Decrease) in Net Assets Resulting
from Operations.............................................................................................(28,802,568).............. (5,965,520) (84,266) (34,852,354)
======================= ======================== ======================== =======================
-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
(1) Commenced operations on November 13, 2000.
(2) For the period from January 1, 2000 to November 20, 2000.
(a) Reflects increased rate of management fee applicable to AST MFS Growth Portfolio.
(b) Reflects savings in administration and accounting fees from the consolidation of Portfolio assets.
(c) Reflects the savings in asset-based and transaction-based custody fees from the consolidation of Portfolio assets.
(d) Reflects the elimination of certain expenses charged to individual Portfolios.
(e) As of the date of the pro forma consolidation, there would be no fee waivers or reimbursements applicable to the combined Portfolios.
(f) The Pro Forma Combined Statement of Operations relfects the results of operations of AST Alger Growth adjusted for the pro forma
combined expenses for the period from November 13, 2000 to November 20, 2000.
If AST Alger Growth had been in existence on January 1, 2000 and had the merger taken place on that date, net expenses of the combined
Portfolios would have been $12,278,868 and the ratio of expenses to average net assets would have been 0.79%.
See Notes to Pro Forma Financial Statements.
AMERICAN SKANDIA TRUST
NOTES TO PRO FORMA FINANCIAL STATEMENTS
November 20, 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 November 20, 2000, issued
41 classes of shares of beneficial interest. The following Notes and the accompanying financial statements
pertain to the combination of AST Alger Growth Portfolio and AST MFS Growth Portfolio (the "Portfolios").
These Notes should be read in conjunction with the financial statements of AST MFS Growth Portfolio.
2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements utilize the pooling of interests accounting method to show the
combination of the two Portfolios. In this method, the combined Statement of Assets and Liabilities is
constructed by the addition of these statements of each Portfolio. AST MFS Growth Portfolio will be the
surviving entity of the business combination. It is intended that the combination will result in a tax-free
reorganization of the Portfolios.
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 November 20, 2000, there were no
securities valued in accordance with such procedures.
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.
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 November 20, 2000, securities lending activities are summarized as follows:
Market Value
of Securities Market Value Income from
Portfolio on Loan of Collateral Lending*
__________
AST MFS Growth $ 21,021,866 $ 22,667,264 $ 9,665
* Income earned is included in interest income on the Statement 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.
PRO FORMA SCHEDULE OF INVESTMENTS
AST ALGER GROWTH PORTFOLIO/AST ALGER MFS GROWTH
NOVEMBER 20, 2000 (UNAUDITED)
MFS GROWTH MFS GROWTH
ALGER GROWTH MFS GROWTH PRO FORMA ALGER GROWTH MFS GROWTH PRO FORMA
SHARES SHARES COMBINED VALUE ($) VALUE ($) COMBINED ($)
COMMON STOCK
ADVERTISING INTERPUBLIC GROUP OF COMPANIES, INC. - 230 230 - 9,373 9,373
OMNICOM GROUP, INC. 170,800 - 170,800 14,187,075 - 14,187,075
AEROSPACE BOEING CO. - 5,900 5,900 - 386,819 386,819
GENERAL DYNAMICS CORP. 130,900 7,000 137,900 9,555,700 511,000 10,066,700
UNITED TECHNOLOGIES CORP. 773,600 - 773,600 53,378,400 - 53,378,400
BEVERAGES ANHEUSER-BUSCH CO., INC. - 8,160 8,160 - 392,190 392,190
BROADCASTING AT&T CORP.- LIBERTY MEDIA GROUP CL-A 963,900 12,260 976,160 14,940,450 190,030 15,130,480
UNITEDGLOBALCOM, INC. CL-A - 410 410 - 6,509 6,509
VIACOM, INC. CL-B 535,600 20,531 556,131 28,386,800 1,088,143 29,474,943
BUILDING MATERIALS HOME DEPOT, INC. 204,900 - 204,900 7,965,488 - 7,965,488
CABLE TELEVISION ECHO STAR - 15,700 15,700 - 513,194 513,194
COMPUTER HARDWARE CABLETRON SYSTEMS, INC. - 2,360 2,360 - 48,675 48,675
DELL COMPUTER CORP. 265,800 11,350 277,150 6,213,075 265,306 6,478,381
PALM, INC. - 4,700 4,700 - 202,394 202,394
SEAGATE TECHNOLOGY, INC. - 15,300 15,300 - 864,450 864,450
COMPUTER SERVICES & SOFTWARE AUTOMATIC DATA PROCESSING, INC. - 15,810 15,810 - 1,088,914 1,088,914
BEA SYSTEMS, INC. 98,300 5,800 104,100 6,020,875 355,250 6,376,125
BISYS GROUP, INC. - 2,580 2,580 - 114,810 114,810
CAMPAQ COMPUTER CORP. - 11,720 11,720 - 285,382 285,382
CISCO SYSTEMS, INC. 892,500 43,560 936,060 45,740,625 2,232,450 47,973,075
COMPUTER SCIENCES CORP. - 12,530 12,530 - 928,003 928,003
E.PIPHANY, INC. - 4,200 4,200 - 195,563 195,563
E.BAY, INC. 748,800 - 748,800 25,833,600 - 25,833,600
EMC CORP. 250,100 16,100 266,200 20,086,156 1,293,031 21,379,188
EXTREME NETWORKS, INC. - 4,600 4,600 - 299,000 299,000
I2 TECHNOLOGIES, INC. 79,000 1,300 80,300 9,025,750 148,525 9,174,275
INTERNATIONAL BUSINESS MACHINES CORP. - 5,800 5,800 - 598,850 598,850
INTUIT, INC. 238,000 - 238,000 12,703,250 - 12,703,250
MICROSOFT CORP. 441,500 37,250 478,750 29,663,281 2,502,734 32,166,016
ORACLE CORP. 526,300 24,500 550,800 13,025,925 606,375 13,632,300
SUN MICROSYSTEMS, INC. 291,000 5,100 296,100 23,752,875 416,288 24,169,163
VERISIGN, INC. - 4,715 4,715 - 493,307 493,307
CONSUMER PRODUCTS & SERVICES HONEYWELL INTERNATIONAL, INC. - 4,800 4,800 - 236,400 236,400
PHILIP MORRIS COMPANIES, INC. 673,900 14,900 688,800 24,639,469 544,781 25,184,250
ELECTRONIC COMPONENTS & EQUIPMENT AES CORP. - 19,580 19,580 - 1,123,403 1,123,403
ANALOG DEVICES, INC. - 5,240 5,240 - 322,260 322,260
APPLIED MICRO CIRCUITS CORP. - 1,200 1,200 - 65,475 65,475
BEST BUY CO., INC. 316,600 - 316,600 10,289,500 - 10,289,500
EMULEX CORP. - 1,000 1,000 - 121,000 121,000
FLEXTRONICS INTERNATIONAL LTD. - 26,030 26,030 - 744,295 744,295
GENERAL ELECTRIC CO. 819,300 32,720 852,020 41,016,206 1,638,045 42,654,251
INTEL CORP. 379,000 14,800 393,800 15,586,375 608,650 16,195,025
MICRON TECHNOLOGY, INC. - 11,400 11,400 - 403,988 403,988
SANMINA CORP. 66,900 - 66,900 6,238,425 - 6,238,425
SCI SYSTEMS, INC. - 10,300 10,300 - 345,694 345,694
SOLECTRON CORP. 620,300 1,700 622,000 21,284,044 58,331 21,342,375
TEXAS INSTRUMENTS, INC. 371,400 5,500 376,900 15,714,863 232,719 15,947,581
ENTERTAINMENT & LEISURE COMCAST CORP. CL-A 282,000 5,000 287,000 10,081,500 178,750 10,260,250
GEMSTAR TV GUIDE INTERNATIONAL, INC. - 3,300 3,300 - 167,888 167,888
HARLEY DAVIDSON, INC. 285,900 - 285,900 13,437,300 - 13,437,300
EQUIPMENT SERVICES PE CORP. - PE BIOSYSTEMS GROUP - 8,100 8,100 - 720,394 720,394
FINANCIAL SERVICES AMERICAN EXPRESS CO. 188,200 - 188,200 9,904,025 - 9,904,025
ASSOCIATES FIRST CAPITAL CORP. CL-A - 16,120 16,120 - 565,208 565,208
AXA FINANCIAL, INC. - 15,300 15,300 - 847,238 847,238
CITIGROUP, INC. 966,100 8,693 974,793 47,701,188 429,217 48,130,404
FREDDIE MAC - 27,160 27,160 - 1,599,045 1,599,045
MERRILL LYNCH & CO., INC. 236,200 10,400 246,600 14,644,400 644,800 15,289,200
MORGAN STANLEY DEAN WITTER & CO. - 4,100 4,100 - 264,450 264,450
PROVIDIAN FINANCIAL CORP. - 350 350 - 29,006 29,006
STILWELL FINANCIAL, INC. 461,300 - 461,300 18,682,650 - 18,682,650
WASHINGTON MUTUAL, INC. 267,500 - 267,500 11,552,656 - 11,552,656
FINANCIAL-BANK & TRUST PNC FINANCIAL CORP. - 3,400 3,400 - 205,275 205,275
STATE STREET BOSTON CORP. - 2,130 2,130 - 255,046 255,046
FOOD COCA-COLA CO. 381,500 4,900 386,400 21,578,594 277,156 21,855,750
KROGER CO. 592,700 27,300 620,000 15,039,763 692,738 15,732,500
QUAKER OATS - 2,400 2,400 - 228,000 228,000
SAFEWAY, INC. 546,300 21,980 568,280 31,958,550 1,285,830 33,244,380
HEALTHCARE SERVICES ABBOTT LABORATORIES 182,700 13,800 196,500 9,626,006 727,088 10,353,094
COLUMBIA/HCA HEALTHCARE CORP. - 19,500 19,500 - 794,625 794,625
COMMUNITY HEALTH SYSTEMS - 2,000 2,000 - 51,000 51,000
INSURANCE AFLAC, INC. - 11,200 11,200 - 759,500 759,500
AMERICAN GENERAL CORP. - 3,700 3,700 - 277,963 277,963
AMERICAN INTERNATIONAL GROUP, INC. 160,200 18,055 178,255 15,519,375 1,749,078 17,268,453
CIGNA CORP. - 4,900 4,900 - 617,743 617,743
MARSH & MC-LENNAN COS, INC. 86,300 - 86,300 10,269,700 - 10,269,700
METLIFE, INC. - 5,900 5,900 - 171,469 171,469
NATIONWIDE FINANCIAL SERVICES, INC. - 140 140 - 6,694 6,694
THE HARTFORD FINANCIAL SERVICES GROUP, INC. - 7,200 7,200 - 551,250 551,250
UNUM CORP. - 9,500 9,500 - 252,938 252,938
INTERNET SERVICES AKAMAI TECHNOLOGIES - 1,000 1,000 - 37,563 37,563
AMERICAN ONLINE, INC. 449,300 - 449,300 21,157,537 - 21,157,537
ARIBA, INC 74,300 100 74,400 5,005,963 6,738 5,012,700
ART TECHNOLOGY - 2,900 2,900 - 118,538 118,538
CHECK POINT SOFTWARE TECHNOLOGY - 6,200 6,200 - 697,500 697,500
COMMERCE ONE, INC. 138,200 - 138,200 5,562,550 - 5,562,550
COMPUTER DATA SECURITY - 1,100 1,100 - 93,569 93,569
RATIONAL SOFTWARE CORP. - 16,300 16,300 - 519,563 519,563
THE CHARLES SCHWAB CORP. 451,700 - 451,700 12,788,756 - 12,788,756
YAHOO!, INC. 79,100 - 79,100 3,866,013 - 3,866,013
MEDICAL SUPPLIES & EQUIPMENT AMERICAN HOME PRODUCTS CORP. 692,700 22,750 715,450 40,955,888 1,345,094 42,300,981
AMGEN, INC. 651,200 - 651,200 41,269,800 - 41,269,800
BAXTER INTERNATIONAL, INC. 295,400 - 295,400 24,592,050 - 24,592,050
CARDINAL HEALTH, INC. 394,600 10,000 404,600 39,114,725 991,250 40,105,975
GENZYME CORP. - 300 300 - 22,688 22,688
GUIDANT CORP. 275,500 - 275,500 13,499,500 - 13,499,500
MEDTRONIC, INC. - 15,500 15,500 - 768,219 768,219
OIL & GAS BAKER HUGHES, INC. - 11,730 11,730 - 442,808 442,808
COASTAL CORP. - 11,400 11,400 - 885,638 885,638
DUKE POWER CORP. 92,900 - 92,900 8,239,069 - 8,239,069
DYNEGY, INC. CL-A - 3,500 3,500 - 167,125 167,125
EXXON MOBILE CORP. 650,200 5,100 655,300 59,412,025 466,013 59,878,038
GLOBAL MARINE, INC. - 15,900 15,900 - 429,300 429,300
HALLIBURTON CO. 1,257,500 - 1,257,500 45,898,750 - 45,898,750
NOBLE DRILLING CORP. - 12,220 12,220 - 481,926 481,926
TRANSOCEAN SEDCO FOREX, INC. 200,200 9,740 209,940 9,872,363 480,304 10,352,666
PHARMACEUTICALS ALLERGAN, INC. - 2,800 2,800 - 251,125 251,125
ALZA CORP. - 12,500 12,500 - 514,844 514,844
CIPHERGEN BIOSYSTEMS, INC. - 80 80 - 1,490 1,490
IMS HEALTH, INC. - 14,900 14,900 - 394,850 394,850
LILLIY (ELI), AND CO. - 800 800 - 70,200 70,200
PFIZER, INC. 1,591,900 25,772 1,617,672 68,451,700 1,108,196 69,559,896
PHARMACIA CORP. 132,000 18,318 150,318 7,854,000 1,089,921 8,943,921
TEVA PHARMACEUTICAL INDUSTRIES LTD ADR - 1,600 1,600 - 102,200 102,200
WATSON PHARMACEUTICALS - 7,200 7,200 - 387,900 387,900
RETAIL & MERCHANDISING COSTCO COMPANIES, INC. - 7,400 7,400 - 258,538 258,538
CVS CORP. - 30,700 30,700 - 1,607,913 1,607,913
GAP, INC. - 16,200 16,200 - 384,750 384,750
RADIOSHACK CORP - 8,060 8,060 - 406,023 406,023
TYCO INTERNATIONAL LTD. 968,100 39,100 1,007,200 53,729,550 2,170,050 55,899,600
WAL MART STORES, INC. 554,200 14,700 568,900 26,359,138 699,169 27,058,306
WALGREEN CO. 272,900 - 272,900 11,257,125 - 11,257,125
SEMICONDUCTORS ALTERA CORP. 1,013,200 - 1,013,200 30,522,650 - 30,522,650
APPLIED MATERIALS, INC. 177,000 - 177,000 7,279,125 - 7,279,125
QLOGIC CORP. - 2,498 2,498 - 245,429 245,429
TERADYNE, INC. 311,400 - 311,400 11,385,563 - 11,385,563
TELECOMMUNICATIONS AMERICAN TOWER CORP. CL-A - 21,960 21,960 - 742,523 742,523
BROCADE COMMUNICATIONS SYSTEMS, INC. - 1,500 1,500 - 282,656 282,656
CIENA CORP. - 3,700 3,700 - 332,769 332,769
COMVERSE TECHNOLOGY, INC. - 4,100 4,100 - 378,994 378,994
CORNING, INC. 205,000 9,310 214,310 12,159,063 552,199 12,711,262
GLOBAL CROSSING LTD. - 11,350 11,350 - 170,250 170,250
LINEAR TECHNOLOGY CORP. 481,600 - 481,600 27,360,900 - 27,360,900
METROMEDIA FIBER NETWORK, INC. CL-A - 20,380 20,380 - 337,544 337,544
NLI, INC. - 3,565 3,565 - 108,733 108,733
NOKIA CORP. ADR 185,700 11,500 197,200 7,311,938 452,813 7,764,750
NORTEL NETWORKS CORP. - 13,000 13,000 - 458,250 458,250
QWEST COMMUNICATIONS INTERNATIONAL, INC. - 21,200 21,200 - 850,650 850,650
SBC COMMUNICATIONS, INC. 127,700 5,100 132,800 7,278,900 290,700 7,569,600
SPRINT CORP. (PCS GROUP) - 32,620 32,620 - 801,229 801,229
TIME WARNER, INC. 358,700 740 359,440 24,969,107 51,511 25,020,618
UTILITIES CALPINE CORP. 404,600 - 404,600 14,338,013 - 14,338,013
--------------------------------------------------------------------------------------------------------------------
TOTAL COMMON STOCK 26,982,100 1,213,557 28,195,657 1,326,735,669 60,288,235 1,387,023,904
--------------------------------------------------------------------------------------------------------------------
(COST $1,354,890,332, $62,538,580, & $1,417,319,673, RESPECTIVELY)
FOREIGN STOCK
FINANCIAL-BANK & TRUST
HSBC HOLDINGS PLC -- (UK) - 11,208 11,208 - 163,034 163,034
OIL & GAS
ROYAL DUTCH PETROLEUM CO. -- (NLG) - 8,900 8,900 - 533,547 533,547
TELECOMMUNICATIONS
CHINA TELECOM LTD. - (HKD) - 21,500 21,500 - 140,580 140,580
NOKIA AB OYJ -- (FIM) - 40 40 - 1,581 1,581
VODAFONE GROUP PLC -- (GBP) - 152,953 152,953 - 537,700 537,700
--------------------------------------------------------------------------------------------------------------------
TOTAL FOREIGN STOCK - 194,601 194,601 - 1,376,442 1,376,442
--------------------------------------------------------------------------------------------------------------------
(COST $-, $1,493,588, & $1,493,588, RESPECTIVELY)
U.S. GOVERNMENT AGENCY OBLIGATIONS
FHLB DISCOUNT NOTES 6.35 11/21/2000 - 8,665,000 8,665,000 - 8,665,000 8,665,000
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS - 8,665,000 8,665,000 - 8,665,000 8,665,000
(COST $-, $8,663,472, & $8,663,472, RESPECTIVELY)
SHORT-TERM INVESTMENTS
COMMERCIAL PAPER AES, INC. 6.47 12/07/00 5,000,000 - 5,000,000 4,985,622 - 4,985,622
AETNA, INC. 6.58 11/28/00 5,000,000 - 5,000,000 4,993,603 - 4,993,603
CON. NATURAL GAS CO 6.57 11/30/00 25,000,000 - 25,000,000 24,958,938 - 24,958,938
COUNTRYWIDE HOME LOANS 6.53 11/21/00 25,000,000 - 25,000,000 25,000,000 - 25,000,000
FPL FUELS, INC. 6.51 11/27/00 5,000,000 - 5,000,000 4,994,575 - 4,994,575
NAT. FUEL AND GAS CO. 6.55 12/08/00 5,000,000 - 5,000,000 4,984,535 - 4,984,535
PFIZER, INC. 6.44 12/20/00 5,000,000 - 5,000,000 4,974,061 - 4,974,061
PROGRESS CAPITAL HOLDINGS CORP. 6.52 12/13/00 8,000,000 - 8,000,000 7,968,124 - 7,968,124
--------------------------------------------------------------------------------------------------------------------
TOTAL COMMERCIAL PAPER 83,000,000 - 83,000,000 82,859,458 - 82,859,458
--------------------------------------------------------------------------------------------------------------------
REGULATED INVESTMENT COMPANIES
TEMPORARY CASH FUND 3,409,474 - 3,409,474 3,409,474 - 3,409,474
TEMPORARY INVESTMENT FUND 3,409,474 - 3,409,474 3,409,474 - 3,409,474
--------------------------------------------------------------------------------------------------------------------
TOTAL REGULATED INVESTMENT COMPANIES 6,818,948 - 6,818,948 6,818,948 - 6,818,948
--------------------------------------------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS 89,818,948 - 89,818,948 89,678,406 - 89,678,406
--------------------------------------------------------------------------------------------------------------------
(COST $89,570,696, $-, & $89,570,696, RESPECTIVELY)
-------------------------------------------------------------
TOTAL INVESTMENTS 1,416,414,075 70,329,677 1,486,743,752
(COST $1,450,536,364, $72,695,640, & $1,523,232,004, RESPECTIVELY)
LIABILITIES IN EXCESS OF OTHER ASSETS 2,505,351 961,024 3,466,375
-------------------------------------------------------------
TOTAL NET ASSETS $ 1,418,919,426 $ 71,290,701 $ 1,490,210,127
=============================================================
Note: There are no adjustments to porfolio securities or other portfolio assets and liabilities as of the date of these pro forma financial statements.
AMERICAN SKANDIA TRUST
FILE NOS. 33-24962 & 811-5186
FORM N-14
PART C
OTHER INFORMATION
-----------------
Item 15. 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 the AST MFS Growth Portfolio of the
Registrant under the Investment Management Agreement for such Portfolio, reference is made to Section 13 of the form of Investment
Management Agreement 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 of the form of Sub-Advisory Agreement 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 of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such 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 16. Exhibits
The following exhibits are incorporated by reference to the previously filed document indicated below, except Exhibits 12(A), 14(A),
16(A) and 16(B):
(1) Copies of the charter of the Registrant as now in effect;
(A) Amended and Restated Declaration of Trust of the Registrant as filed in Massachusetts on September 23, 1999
and previously filed with Post-Effective Amendment No. 32 to Registration Statement filed on Form N-1A on
October 15, 1999.
(2) Copies of the existing by-laws or corresponding instruments of the Registrant;
(A) By-laws for the Registrant previously filed with Post-Effective Amendment No. 35 to Registration Statement
filed on Form N-1A on April 27, 2000.
(3) Copies of any voting trust agreement affecting more than five percent of any class of equity securities of the
Registrant;
Not Applicable
(4) Copies of the agreement of acquisition, reorganization, merger, liquidation and any amendments to it;
(A) The Plan of Reorganization is included in this registration statement as Exhibit A to the
Prospectus/Proxy Statement
(5) Copies of all instruments defining the rights of holders of the securities being registered including, where
applicable, the relevant portion of the articles of incorporation or by-laws of the Registrant;
(A) Articles III and VI of the Registrant's Declaration of Trust and Article 11 of the Registrant's By-laws
filed with Post-Effective Amendment No. 25 to Registration Statement filed on Form N-1A on March 2, 1998.
(6) Copies of all investment advisory contracts relating to the management of the assets of the Registrant;
(A) Investment Management Agreement between Registrant and American Skandia Investment Services, Incorporated for the AST MFS
Growth Portfolio was previously filed with Post-Effective Amendment No. 32 to Registration Statement filed
on Form N-1A on October 15, 1999.
(B) Investment Management Agreement between Registrant and American Skandia Investment Services, Incorporated
for the AST Alger Growth Portfolio was previously filed with Post-Effective Amendment No. 37 to
Registration Statement filed on Form N-1A on October 10, 2000.
(C) Sub-Advisory Agreement between American Skandia Investment Services, Incorporated and Fred Alger
Management, Inc. for the AST MFS Growth Portfolio was previously filed with Post-Effective Amendment No. 32
to Registration Statement filed on Form N-1A on October 15, 1999.
(D) Sub-Advisory Agreement between American Skandia Investment Services, Incorporated and Fred Alger
Management, Inc. for the AST Alger Growth Portfolio was previously filed with Post-Effective Amendment No.
37 to Registration Statement filed on Form N-1A on October 10, 2000.
(7) Copies of each underwriting or distribution contract between the Registrant and a principal underwriter, and
specimens or copies of all agreements between principal underwriters and dealers;
(A) Sales Agreement between Registrant and American Skandia Life Assurance Corporation was previously filed
with Post-Effective Amendment No. 25 to Registration Statement filed on Form N-1A on March 2, 1998.
(8) Copies of all bonus, profit sharing, pension, or other similar contracts or arrangements wholly or partly for the
benefit of trustees or officers of the Registrant in their capacity as such. Furnish a reasonably detailed
description of any plan that is not set forth in a formal document;
Not Applicable
(9) Copies of all custodian agreements and depository contracts under Section 17(f) of the 1940 Act for securities and
similar investments of the Registrant, including the schedule of remuneration;
(A) Amended and Restated Custody Agreement between Registrant and Morgan Stanley Trust Company was previously filed with
Post-Effective Amendment No. 27 to Registration Statement filed on Form N-1A on October 16, 1998.
(B) Foreign Custody Manager Delegation Amendment was previously filed with Post-Effective Amendment No. 27 to Registration
Statement filed on Form N-1A on October 16, 1998.
(C) Amended Custodian Agreement between Registrant and Provident National Bank was previously filed with Post-Effective
Amendment No. 25 to Registration Statement filed on Form N-1A on March 2, 1998.
(D) Amendment to Custodian Services Agreement between Registrant and PNC Bank, N.A. was previously filed with Post-Effective
Amendment No. 27 to Registration Statement filed on Form N-1A on October 16, 1998.
(E) Amendment to Custodian Services Agreement between Registrant and PFPC Trust Company previously filed with Post-Effective
Amendment No. 35 to Registration Statement filed on Form N-1A on April 27, 2000.
(F) Amended Transfer Agency Agreement between Registrant and Provident Financial Processing Corporation was previously filed
with Post-Effective Amendment No. 25 to Registration Statement filed on Form N-1A on March 2, 1998.
(10) Copies of any plan entered into by Registrant pursuant to Rule 12b-1 under the 1940 Act and any agreements with any
person relating to implementation of the plan, and copies of any plan entered into by Registrant pursuant to Rule
18f-3 under the 1940 Act, any agreement with any person relating to implementation of the plan, any amendment to the
plan, and a copy of the portion of the minutes of the meeting of the Registrant's trustees describing any action
taken to revoke the plan;
(A) Form of Rule 12b-1 plan previously filed with Post-Effective Amendment No. 35 to Registration Statement
filed on Form N-1A on April 27, 2000.
(11) An opinion and consent of counsel as to the legality of the securities being registered, indicating whether they
will, when sold, be legally issued, fully paid and nonassessable;
(A) Opinion and consent of counsel was previously filed with Post-Effective Amendment No. 34 to Registration
Statement filed on Form N-1A on February 16, 2000.
(12) An opinion, and consent to their use, of counsel or, in lieu of an opinion, a copy of the revenue ruling from the
Internal Revenue Service, supporting the tax matters and consequences to shareholders discussed in the prospectus;
(A) Form of Opinion and Consent of Counsel Supporting Tax Matters and Consequences to Shareholders is filed
herewith as Exhibit No. EX99.12(A).
(13) Copies of all material contracts of the Registrant not made in the ordinary course of business which are to be
performed in whole or in part on or after the date of filing the registration statement;
(A) Amended Administration Agreement between Registrant and Provident Financial Processing Corporation was previously filed with
Post-Effective Amendment No. 25 to Registration Statement filed on Form N-1A on March 2, 1998.
(B) Service Agreement between American Skandia Investment Services, Incorporated and Kemper Investors Life Insurance Company was
previously filed with Post-Effective Amendment No. 21 to Registration Statement filed on Form N-1A on
February 27, 1997.
(14) Copies of any other opinions, appraisals, or rulings, and consents to their use, relied on in preparing the
registration statement and required by Section 7 of the 1933 Act;
(A) Consent of independent auditors is filed herewith as Exhibit No. EX99.14(A).
(15) all financial statements omitted pursuant to Items 14(a)(1);
Not Applicable
(16) Manually signed copies of any power of attorney pursuant to which the name of any person has been signed to the
registration statement; and
(A) Power of Attorney is filed herewith as Exhibit No. EX99.16(A).
(17) Any additional exhibits which the registrant may wish to file.
Not Applicable
Item 17. Undertakings
(a) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through
the use of prospectus which is part of this registration statement by any person or party who is deemed to
be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will
contain the information called for by the applicable registration form for reofferings by persons who may
be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(b) The undersigned Registrant agrees that every prospectus that is filed under paragraph (b) above will be
filed as part of an amendment to the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall
be deemed to be a new registrations statement for the securities offered therein, and the offering of the
securities at that time shall be deemed top be the initial bona fide offering of them.
SIGNATURES
----------
As required by the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant, in the City of
Shelton and State of Connecticut, on the 16th day of January, 2001.
American Skandia Trust
----------------------
(Registrant)
By: /s/ Edward P. Macdonald
-----------------------
Edward P. Macdonald
Secretary
As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Jan R. Carendi* President (Principal 1/16/01
------------------ -------
Jan R. Carendi Executive Officer)
and Trustee
/s/ Richard G. Davy, Jr. Treasurer (Chief 1/16/01
------------------------ -------
Richard G. Davy, Jr. Financial and Accounting
Officer)
/s/ David E. A. Carson* Trustee 1/16/01
---------------------- -------
David E. A. Carson
/s/ Julian A. Lerner* Trustee 1/16/01
--------------------- -------
Julian A. Lerner
/s/ Thomas M. O'Brien* Trustee 1/16/01
--------------------- -------
Thomas M. O'Brien
/s/ John A. Pileski* Trustee 1/16/01
------------------- -------
John A. Pileski
/s/ F. Don Schwartz* Trustee 1/16/01
------------------- -------
F. Don Schwartz
*By:/s/ Edward P. Macdonald
-----------------------
Edward P. Macdonald
*Pursuant to Powers of Attorney filed herewith.
AMERICAN SKANDIA TRUST
REGISTRATION STATEMENT ON FORM N-14
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(12)(A) Form of Opinion and Consent of Counsel Supporting Tax Matters and Consequences to
Shareholders
(14)(A) Consent of Auditors, Deloitte & Touche LLP
(16)(A) Powers of Attorney
