File No. 333-108375
As filed on October 29, 2003
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. 1
Post-Effective Amendment No. |_|
(Check appropriate box or boxes)
American Skandia Advisor Funds, INC.
(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.
Assistant Secretary, American Skandia Advisor Funds
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 common stock of the ASAF Neuberger Berman Mid-Cap Value Fund of
American Skandia Advisor Funds. No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act
of 1940, as amended.
AMERICAN SKANDIA ADVISOR FUNDS, INC.
ASAF GABELLI ALL-CAP VALUE FUND
One Corporate Drive
P.O. Box 883
Shelton, Connecticut 06484
IMPORTANT PROXY MATERIALS
PLEASE VOTE NOW
Dear Shareholder: October 10, 2003
I am writing to ask you to vote on an important proposal whereby the assets of the ASAF Gabelli All-Cap Value Fund (the "All-Cap
Value Fund") would be acquired by the ASAF Neuberger Berman Mid-Cap Value Fund (the "Mid-Cap Value Fund" and together with the
All-Cap Value Fund, the "Funds"). The proposed acquisition is referred to as a merger. The Funds are each a series of American
Skandia Advisor Funds, Inc. ("ASAF"). A shareholder meeting for the All-Cap Value Fund is scheduled for November 21, 2003. Only
shareholders of the All-Cap Value Fund will vote on the acquisition of the All-Cap Value Fund's assets by the Mid-Cap Value Fund.
This package contains information about the proposal and includes materials you will need to vote. The Board of Directors of ASAF
has reviewed the proposal and recommended that it be presented to shareholders of the All-Cap Value Fund for their consideration.
Although the Directors have determined that the proposal is in the best interests of shareholders, the final decision is up to
you.
If approved, the proposed merger would give you the opportunity to participate in a larger fund with similar investment policies.
In addition, shareholders are expected to realize a reduction in both the net and gross annual operating expenses paid on their
investment in the combined fund. The accompanying proxy statement and prospectus includes a detailed description of the proposal.
Please read the enclosed materials carefully and cast your vote. Remember, your vote is extremely important, no matter how large
or small your holdings. By voting now, you can help avoid additional costs that would be incurred with follow-up letters and
calls.
To vote, you may use any of the following methods:
o By Mail. Please complete, date and sign your proxy card before mailing it in the enclosed postage paid envelope. Votes must be
received prior to November 21, 2003.
o By Internet. Have your proxy card available. Go to the web site indicated on your proxy card. Enter your 12-digit control
number from your proxy card. Follow the instructions found on the web site. Votes must be entered prior to 4 p.m. on November 20,
2003.
o By Telephone. Have your proxy card available. Call the toll-free number on your proxy card. Enter your 12-digit control
number from your proxy card. Follow the instructions given. Votes must be entered prior to 4 p.m. on November 20, 2003.
If you have any questions before you vote, please call us at 1-800-SKANDIA. We are glad to help you understand the proposal and
assist you in voting. Thank you for your participation.
/s/Judy Rice
Judy Rice
President
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AMERICAN SKANDIA ADVISOR FUNDS, INC.
ASAF GABELLI ALL-CAP VALUE FUND
One Corporate Drive
P.O. Box 883
Shelton, Connecticut 06484
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To our Shareholders:
Notice is hereby given that a Special Meeting of Shareholders (the "Meeting") of the ASAF Gabelli All-Cap Value Fund (the "All-Cap
Value Fund") will be held at 100 Mulberry Street, Gateway Center Three, 14th Floor, Newark, New Jersey 07102, on November 21,
2003, at 11:00 a.m. Eastern Standard Time, for the following purposes:
1. For shareholders of the All-Cap Value Fund, to approve or disapprove a Plan of Reorganization under which the All-Cap Value
Fund will transfer all of its assets to, and all of its liabilities will be assumed by, the ASAF Neuberger Berman Mid-Cap Value
Fund (the "Mid-Cap Value Fund"). In connection with this proposed transfer, each whole and fractional share of each class of the
All-Cap Value Fund shall be exchanged for whole and fractional shares of equal net asset value of the same class of the Mid-Cap
Value Fund and outstanding shares of the All-Cap Value Fund will be cancelled.
2. To transact such other business as may properly come before the Meeting or any adjournments of the Meeting.
The Board of Directors of American Skandia Advisor Funds, Inc., on behalf of the All-Cap Value Fund, has fixed the close of
business on September 19, 2003 as the record date for the determination of the shareholders of the All-Cap Value Fund, as
applicable, entitled to notice of, and to vote at, the Meeting and any adjournments of the Meeting.
/s/Edward P. Macdonald
Edward P. Macdonald
Assistant Secretary
Dated: October 10, 2003
prospectus/proxy statement
TABLE OF CONTENTS
Page
Cover Page.....................................................................................................................Cover
SUMMARY............................................................................................................................2
The Proposal....................................................................................................................2
Shareholder voting..............................................................................................................2
COMPARISONS OF IMPORTANT FEATURES OF THE FUNDS.....................................................................................2
The investment objectives and policies of the Funds.............................................................................2
Diversification.................................................................................................................3
Borrowing, Issuing Senior Securities and Pledging Assets........................................................................3
Lending.........................................................................................................................3
Illiquid Securities.............................................................................................................3
Temporary Defensive Investments.................................................................................................3
Derivative Strategies...........................................................................................................3
Foreign Securities..............................................................................................................4
Investment Restrictions.........................................................................................................4
Federal Income Tax Considerations...............................................................................................4
Risks of investing in the Funds.................................................................................................5
Management of the Company and the Funds.........................................................................................5
Distribution Plan...............................................................................................................6
Valuation.......................................................................................................................6
Purchases, Redemptions, Exchanges and Distributions.............................................................................6
Fees and expenses...............................................................................................................7
Expense Examples................................................................................................................9
Performance....................................................................................................................11
REASONS FOR THE TRANSACTION.......................................................................................................13
INFORMATION ABOUT THE TRANSACTION.................................................................................................13
Closing of the Transaction.....................................................................................................13
Expenses of the Transaction....................................................................................................14
Tax Consequences of the Transaction............................................................................................14
Characteristics of the Mid-Cap Value Fund shares..................................................................................14
Capitalizations of the Funds and Capitalization after the Transaction..........................................................15
VOTING INFORMATION................................................................................................................16
How to vote....................................................................................................................17
Solicitation of voting instructions............................................................................................17
ADDITIONAL INFORMATION ABOUT THE COMPANY AND THE FUNDS............................................................................17
PRINCIPAL HOLDERS OF SHARES.......................................................................................................18
EXHIBITS TO PROSPECTUS/PROXY STATEMENT............................................................................................19
EXHIBIT A.......................................................................................................................1
Plan of Reorganization.......................................................................................................1
EXHIBIT B.......................................................................................................................1
Prospectus dated March 1, 2003...............................................................................................1
EXHIBIT C.......................................................................................................................2
ANNUAL REPORT dated OCTOBER 31, 2002.........................................................................................2
EXHIBIT D.......................................................................................................................3
SUPPLEMENTS DATED MAY 16, 2003, AUGUST 1, 2003, SEPTEMBER 16, 2003 AND OCTOBER 2, 2003.......................................3
2
AMERICAN SKANDIA ADVISOR FUNDS, INC.
One Corporate Drive
P.O. Box 883
Shelton, Connecticut 06484
PROSPECTUS/PROXY STATEMENT
Dated October 10, 2003
Acquisition of the Assets of the ASAF Gabelli All-Cap Value Fund
By and in exchange for shares of the ASAF Neuberger Berman Mid-Cap Value Fund
This Prospectus/Proxy Statement is furnished in connection with a Special Meeting (the "Meeting") of shareholders the
ASAF Gabelli All-Cap Value Fund (the "All-Cap Value Fund") of American Skandia Advisor Funds, Inc. (the "Company") called by the
Company to approve or disapprove a Plan of Reorganization (the "Plan"). If shareholders of the All-Cap Value Fund vote to approve
the Plan, you will receive shares of the ASAF Neuberger Berman Mid-Cap Value Fund (the "Mid-Cap Value Fund" and, together with the
All-Cap Value Fund, the "Funds") of the Company equal in value to your investment in shares of the All-Cap Value Fund as provided
in the Plan and described at greater length below. The All-Cap Value Fund will then be liquidated and dissolved.
The Meeting will be held at 100 Mulberry Street, Gateway Center Three, 14th Floor, Newark, New Jersey 07102 on November
21, 2003 at 11:00 a.m. Eastern standard time. The Board of Directors of the Company is soliciting these proxies on behalf of the
All-Cap Value Fund. This Prospectus/Proxy Statement will first be sent to shareholders on or about October 20, 2003.
The investment objective of both the Mid-Cap Value Fund and the All-Cap Value Fund is to seek capital growth.
This Prospectus/Proxy Statement gives the information about the proposed reorganization and issuance of shares of the
Mid-Cap Value Fund that you should know before investing. You should retain it for future reference. Additional information
about the Mid-Cap Value Fund and the proposed reorganization has been filed with the Securities and Exchange Commission ("SEC")
and can be found in the following documents:
|_| The Prospectus for the Funds dated March 1, 2003 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 March 1, 2003 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
Company without charge by calling 1-800-752-6342 or by writing to the Company 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 Funds (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 All-Cap
Value Fund and the Mid-Cap Value Fund of the Company into a single Fund. If shareholders of the All-Cap Value Fund vote to
approve the Plan, the assets of the All-Cap Value Fund will be transferred to the Mid-Cap Value Fund in exchange for a then equal
value of shares of the Mid-Cap Value Fund. Shareholders will have their shares of the All-Cap Value Fund exchanged for the
Mid-Cap Value Fund shares of equal dollar value based upon the values of the shares at the time the All-Cap Value Fund assets are
transferred to the Mid-Cap Value Fund. The All-Cap Value Fund 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 All-Cap Value Fund and will become a shareholder of the Mid-Cap Value Fund.
For the reasons set forth in the "Reasons for the Transaction" section, the Board of Directors of the Company has
determined that the Transaction is in the best interests of the shareholders of the All-Cap Value Fund and the Mid-Cap Value Fund,
and also concluded that no dilution in value would result to the shareholders of either Fund as a result of the Transaction.
The Board of Directors of the Company, on behalf of both the All-Cap Value Fund and the Mid-Cap Value Fund, has approved the Plan
and unanimously recommends that you vote to approve the Plan.
Shareholder voting
Shareholders who own shares of the All-Cap Value Fund at the close of business on September 19, 2003 (the "Record Date")
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. The affirmative vote of the holders of a majority of the total number of shares of the All-Cap
Value Fund outstanding and entitled to vote is necessary to approve the Transaction.
Please vote your shares as soon as you receive this Prospectus/Proxy Statement. You may vote by completing and signing
the enclosed ballot (the "proxy card") or over the Internet or by phone. If you vote by any of these methods, your votes will be
officially cast at the Meeting by persons appointed as proxies.
You can revoke 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 IMPORTANT FEATURES OF THE FUNDS
The investment objectives and policies of the Funds
This section describes the investment objectives and policies of the All-Cap Value Fund and the Mid-Cap Value Fund and
the differences between them. For a complete description of the investment policies and risks of the Mid-Cap Value Fund, you
should read the Prospectus for the Funds that is enclosed with this Prospectus/Proxy Statement.
The investment objectives of the Funds are identical - to seek capital growth. The Mid-Cap Value Fund invests primarily
in equity securities of mid-cap value companies, while the All-Cap Value Fund invests in equity securities of companies of all
sizes. Both Funds take a value approach to investing and primarily invest in securities that are believed to be selling at prices
lower than what they are actually worth.
The All-Cap Value Fund will primarily invest in readily marketable equity securities including common stocks, preferred
stocks and securities that may be converted at a later time into common stock. The Fund may invest in the securities of companies
of all sizes, and may emphasize either larger or smaller companies at a given time based on the Fund's sub-advisor's assessment of
particular companies and market conditions. In making stock selections, the Fund strives to earn a 10% real rate of return. The
Fund focuses on companies that appear under-priced relative to the value that the Fund's sub-advisor believes informed investors
would be willing to pay for the company. The Fund's sub-advisor considers factors such as price, earnings expectations, earnings
and price histories, balance sheet characteristics and perceived management skills. The Fund's sub-advisor also considers changes
in economic and political outlooks as well as individual corporate developments. The Fund's sub-advisor will sell any Fund
investments that lose their perceived value relative to other investments.
The Mid-Cap Value Fund will invest, under normal circumstances, at least 80% of the value of its assets in medium
capitalization companies. Companies with equity market capitalizations that fall within the range of the Russell Midcap(R)Index at
the time of investment are considered mid-cap companies for purposes of the Fund. Some of the Fund's assets may be invested in the
securities of large-cap companies as well as in small-cap companies. The Fund seeks to reduce risk by diversifying among many
companies and industries. Under the Fund's value-oriented investment approach, the Fund's sub-advisor looks for well-managed
companies whose stock prices are undervalued and that may rise in price when other investors realize their worth. Factors that
the Fund's sub-advisor may use to identify these companies include strong fundamentals, such as a low price-to-earnings ratio,
consistent cash flow, and a sound track record through all phases of the market cycle. The Fund's sub-advisor may also look for
other characteristics in a company, such as a strong position relative to competitors, a high level of stock ownership among
management, or a recent sharp decline in stock price that appears to be the result of a short-term market overreaction to negative
news. The Fund's sub-advisor generally considers selling a stock when it reaches a target price, when it fails to perform as
expected, or when other opportunities appear more attractive.
Diversification
Both Funds are diversified funds. This means that, with respect to 75% of the value of each Fund's total assets, each
Fund invests in cash, cash items, obligations of the U.S. Government, its agencies or instrumentalities, securities of other
investment companies and "other securities." The "other securities" are subject to the requirement that not more than 5% of total
assets of the Fund will be invested in the securities of a single issuer and that the Fund will not hold more than 10% of any
single issuer's outstanding voting securities.
The Funds may not purchase the securities of any issuer if, as a result, a Fund would fail to be a diversified company
within the meaning of the Investment Company Act of 1940, as amended ("Investment Company Act") and the rules and regulations
promulgated thereunder.
Borrowing, Issuing Senior Securities and Pledging Assets
Neither Fund may issue senior securities, borrow money or pledge assets except as permitted under the Investment Company
Act, the rules and regulations promulgated thereunder, or under any exemptive order, SEC release, no-action letter or similar
relief or interpretations.
Lending
Both Funds may lend assets to brokers, dealers and financial institutions. Both Funds may make loans, including through
loans of assets of the Fund, repurchase agreements, trade claims, loan participations or similar investments, as permitted by the
Investment Company Act. For purposes of this limitation and consistent with the Fund's investment objective, the acquisition of
bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in
government obligations, commercial paper, certificates of deposit, bankers' acceptances or instruments similar to any of the
foregoing will not be considered the making of a loan.
Illiquid Securities
Both Funds may invest in illiquid securities, including those without a readily available market and repurchase
agreements with maturities longer than seven days. Both Funds may hold up to 15% of its net assets in illiquid securities.
Temporary Defensive Investments
Although each Fund normally invest assets according to its investment strategy, there are times when a Fund may
temporarily invest up to 100% of its assets in money market instruments in response to adverse market, economic or political
conditions.
For more information about the risks and restrictions associated with these policies, see the Funds' Prospectus, and for
a more detailed discussion of the Funds' investments, see the Statements of Additional Information, all of which are incorporated
into this Proxy Statement by reference.
Derivative Strategies
Both Funds may use certain derivative strategies to try to improve the Fund's returns or hedging techniques to try to
protect its assets. Derivatives, such as futures, options, foreign currency forward contracts, options on futures and swaps,
involve costs and can be volatile. With derivatives, the Fund's sub-advisor is trying to predict whether the underlying
investment-- a security, market index, currency, interest rate or some other asset, rate or index-- will go up or down at some
future date. Each Fund may use derivatives to try to reduce risk or to increase return, taking into account the Fund's overall
investment objective. The Funds cannot guarantee these derivative strategies will work, that the instruments necessary to
implement these strategies will be available or that the Funds will not lose money. While the Mid-Cap Value Fund will not enter
into futures contracts or related options, it may utilize other derivative strategies such as other types of option transactions
and foreign currency forward contracts.
Foreign Securities
Both Funds may invest in foreign securities. The All-Cap Value Fund may invest up to 25% of its total assets in
securities of non-U.S. issuers. The Mid-Cap Value Fund may invest up to 10% of its total assets in securities denominated in
foreign currencies, but may invest without limitation in securities of foreign companies that are denominated in U.S. dollars.
Investments in securities of foreign issuers may involve risks that are not present with domestic investments. While investments
in foreign securities can reduce risk by providing further diversification, such investments involve "sovereign risks" in addition
to the credit and market risks to which securities generally are subject. Sovereign risks includes local political or economic
developments, potential nationalization, withholding taxes on dividend or interest payments, and currency blockage (which would
prevent cash from being brought back to the United States). Compared to United States issuers, there is generally less publicly
available information about foreign issuers and there may be less governmental regulation and supervision of foreign stock
exchanges, brokers and listed companies. Foreign issuers are not generally subject to uniform accounting, auditing and financial
reporting standards, practices and requirements comparable to those applicable to domestic issuers. In some countries, there may
also be the possibility of expropriation or confiscatory taxation, difficulty in enforcing contractual and other obligations,
political or social instability or revolution, or diplomatic developments that could affect investments in those countries.
Securities of some foreign issuers are less liquid and their prices are more volatile than securities of comparable domestic
issuers. Further, it may be more difficult for the Company's agents to keep currently informed about corporate actions and
decisions that may affect the price of portfolio securities. Brokerage commissions on foreign securities exchanges, which may be
fixed, may be higher than in the United States. Settlement of transactions in some foreign markets may be less frequent or less
reliable than in the United States, which could affect the liquidity of investments.
Investment Restrictions
Each of the Funds has substantially identical fundamental investment restrictions.
Federal Income Tax Considerations
Each Fund is treated as a separate entity for federal income tax purposes. Each Fund has qualified and elected or
intends to qualify and elect to be treated as a "regulated investment company" under Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"), and intends to continue to so qualify in the future. As a regulated investment company, a Fund
must, among other things, (a) derive at least 90% of its gross income from dividends, interest, payments with respect to loans of
stock and securities, gains from the sale or other disposition of stock, securities or foreign currency and other income
(including but not limited to gains from options, futures, and forward contracts) derived with respect to its business of
investing in such stock, securities or foreign currency; and (b) diversify its holdings so that, at the end of each quarter of its
taxable year, (i) at least 50% of the value of the Fund's total assets is represented by cash, cash items, U.S. Government
securities, securities of other regulated investment companies, and other securities limited, in respect of any one issuer, to an
amount not greater than 5% of the Fund's total assets, and 10% of the outstanding voting securities of such issuer, and (ii) not
more than 25% of the value of its total assets is invested in the securities of any one issuer (other than U.S. Government
securities or securities of other regulated investment companies). As a regulated investment company, a Fund (as opposed to its
shareholders) will not be subject to federal income taxes on the net investment income and capital gain that it distributes to its
shareholders, provided that at least 90% of its net investment income and realized net short-term capital gain in excess of net
long-term capital loss for the taxable year is distributed in accordance with the Code's timing requirements
The Transaction may entail various tax consequences which are discussed under the caption "Tax Consequences of the
Transaction."
Risks of investing in the Funds
Like all investments, an investment in either Fund involves risk. There is no assurance that either of the Funds will
meet its investment objective. As with any fund investing primarily in equity securities, the value of the securities held by a
Fund may 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 may be substantial.
The risk to which a capital growth fund is subject depends in part on the size of the companies in which the particular
fund 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, market or financial resources. Overall, the Funds are
exposed to similar risks in that the Mid-Cap Value Fund invests primarily in medium-capitalization companies and the All-Cap Value
Fund invests in equity securities without regard to capitalization, and may include large, medium and small companies at the same
time. However, because the investment policies of the All-Cap Value Fund offer the ability to invest in companies of all sizes,
the All-Cap Value Fund could be subject to somewhat less risk than the Mid-Cap Value Fund when emphasizing investments in
large-cap equity securities and subject to a greater level of risk than the Mid-Cap Value Fund when emphasizing investments in
securities of small companies. Further, value stocks are believed to be selling at prices lower than what they are actually
worth, while growth stocks are those of companies that are expected to grow at above-average rates. Value investing historically
has involved less risk than investing in growth companies, although this will not always be the case. The stocks purchased by a
value fund may remain undervalued during a short or extended period of time. This may happen because value stocks as a category
lose favor with investors compared to growth stocks, or because of a failure to anticipate which stocks or industries would
benefit from changing market or economic conditions. Both the All-Cap Value Fund and the Mid-Cap Value Fund take a value approach
to investing.
Management of the Company and the Funds
American Skandia Investment Services, Inc. ("ASISI"), One Corporate Drive, Shelton, Connecticut, and Prudential
Investments LLC ("PI"), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey, serve as co-managers (each an "Investment
Manager" and together the "Investment Managers") pursuant to an investment management agreement with the Company on behalf of each
Fund (the "Management Agreement"). Under the Management Agreement, PI, as co-manager, will provide supervision and oversight of
ASISI's investment management responsibilities with respect to the Company. Pursuant to the Management Agreement, the Investment
Managers will jointly administer each Fund's business affairs and supervise each Fund's investments. Subject to approval by the
Board of Directors, the Investment Managers may select and employ one or more sub-advisors for a Fund, who will have primary
responsibility for determining what investments the Fund will purchase, retain and sell. Also subject to the approval of the
Board of Directors, the Investment Managers may reallocate a Fund's assets among sub-advisors including (to the extent legally
permissible) affiliated sub-advisors, consistent with a Fund's investment objectives.
The Company has obtained an exemption from the SEC that permits an Investment Manager to change sub-advisors for a Fund
and to enter into new sub-advisory agreements, without obtaining shareholder approval of the changes. Any such sub-advisor change
would continue to be subject to approval by the Board of Directors of the Company. This exemption (which is similar to exemptions
granted to other investment companies that are operated in a similar manner as the Company) is intended to facilitate the
efficient supervision and management of the sub-advisors by the Investment Managers and the Directors of the Company.
The Investment Managers currently engage the following sub-advisors to manage the investments of each Fund in accordance
with the Fund's investment objective, policies and limitations and any investment guidelines established by the Investment
Managers. Each sub-advisor is responsible, subject to the supervision and control of the Investment Managers, for the purchase,
retention and sale of securities in the Fund's investment portfolio under its management.
GAMCO Investors, Inc. ("GAMCO"), with principal offices located at One Corporate Center, Rye, New York 10580-1434, serves
as Sub-advisor to the All-Cap Value Fund. GAMCO managed approximately $9.97 billion in assets as of December 31, 2002 and is a
wholly-owned subsidiary of Gabelli Asset Management Inc. Mario J. Gabelli, CFA, is primarily responsible for the day-to-day
management of the All-Cap Value Fund. Mr. Gabelli has managed the All-Cap Value Fund since its inception in September, 2000. Mr.
Gabelli has been Chief Executive Officer and Chief Investment Officer of GAMCO and its predecessor since the predecessor's
inception in 1978.
Neuberger Berman Management Inc. ("NB Management"), 605 Third Avenue, New York, NY 10158, serves as sub-advisor for the
Mid-Cap Value Fund. NB Management and its predecessor firms have specialized in the management of mutual funds since 1950.
Neuberger Berman, LLC ("Neuberger Berman"), an affiliate of NB Management, acts as a principal broker in the purchase and sale of
portfolio securities for the Funds for which it serves as Sub-advisor, and provides NB Management with certain assistance in the
management of the Funds without added cost to the Funds or ASISI. Neuberger Berman and its affiliates manage securities accounts,
including mutual funds, that had approximately $56.1 billion of assets as of December 31, 2002. The portfolio manager responsible
for the day-to-day management of the Mid-Cap Value Fund is Andrew Wellington. Mr. Wellington has been managing the Fund since May
2003. Mr. Wellington has been with NB Management since 2001, where he is currently a Managing Director and a Portfolio Manager.
From 2000 until 2001, Mr. Wellington served as a Portfolio Manager at Pzena Investment Management ("Pzena"). From 1996 until
1999, he served as a Senior Research Analyst at Pzena.
Fee Arrangements
The Funds have comparable fee arrangements. Under the Management Agreement with respect to the All-Cap Value Fund, the
Fund is obligated to pay ASISI an annual investment management fee equal to .95% of its average daily net assets. Similarly,
under the Management Agreement with respect to the Mid-Cap Value Fund, the Fund is obligated to pay ASISI an annual investment
management fee equal to 0.90% of its average daily net assets. ASISI pays GAMCO and NB Management a sub-advisory fee for
sub-advisory services for the All-Cap Value Fund and the Mid-Cap Value Fund, respectively. ASISI pays these sub-advisory fees at
no additional costs to the Funds. Under the current sub-advisory agreement for the All-Cap Value Fund, ASISI pays GAMCO an annual
sub-advisory fee equal to the following percentages of the combined average daily net assets of the All-Cap Value Fund and the
series of American Skandia Trust that is managed by the sub-advisor and identified by the sub-advisor and the Investment Managers
as being similar to the All-Cap Value Fund: 0.50% of the portion of the combined average daily net assets not in excess of $500
million; plus 0.40% of the portion in excess of $500 million. GAMCO has voluntarily agreed to waive a portion of its fee so that
the following fee schedule based on combined assets is in effect: 0.40% of the portion of combined average daily net assets not in
excess of $500 million; plus 0.35% of the portion of combined assets over $500 million but not in excess of $1 billion; plus 0.30%
of the portion of combined assets over $1 billion. Under the current sub-advisory agreement for the Mid-Cap Value Fund, ASISI
pays NB Management an annual sub-advisory fee equal to 0.40% of the Fund's average daily net assets. NB Management has
voluntarily agreed to waive a portion of its fee so that the following fee schedule based on the combined average daily net assets
of the Mid-Cap Value Fund, the ASAF Neuberger Berman Mid-Cap Growth Fund and the series of American Skandia Trust that are managed
by the sub-advisor and identified by the sub-advisor and Investment Managers as being similar to the Fund and ASAF Neuberger
Berman Mid-Cap Growth Fund is in effect: 0.40% of the portion of the combined average daily net assets not in excess of $1
billion; plus 0.35% of the portion over $1 billion. Voluntary fee waivers may be revoked by the sub-advisor at any time.
During the calendar year ended December 31, 2002, the All-Cap Value Fund paid $743,861 in investment management fees to
ASISI. If the fee rate applicable to the Mid-Cap Value Fund had been in effect during such period, the Mid-Cap Value Fund would
have paid $704,710 in investment management fees to ASISI. Because the Investment Management fee rates currently paid to ASISI by
the All-Cap Value Fund are greater than the fee rates paid by the Mid-Cap Value Fund, former shareholders of the All-Cap Value
Fund will pay a lesser investment advisory fee rate after becoming shareholders of the Mid-Cap Value Fund upon completion of the
Transaction.
Distribution Plan
The Company adopted a Distribution and Service Plan (commonly known as a "12b-1 Plan") for each class of shares to
compensate the Funds' distributor for its services and costs in distributing shares and servicing shareholder accounts. Under the
Distribution and Service Plan for Class A shares, each Fund pays the distributor 0.50% of the Fund's average daily net assets
attributable to Class A shares. Under the Plans for Class B, X and C shares, each Fund pays the distributor 1.00% of the Fund's
average daily net assets attributable to the relevant Class of shares. Because these fees are paid out of the Funds' assets on an
ongoing basis, these fees may, over time, increase the cost of an investment in the Fund and may be more costly than other types
of sales charges. The distributor uses distribution and service fees received under each 12b-1 Plan to compensate qualified
dealers for services provided in connection with the sale of shares and the maintenance of shareholder accounts. The distributor
has assigned its right to receive distribution and service fees under the Class B and X 12b-1 Plans to a third party.
Valuation
The net asset value ("NAV") per share is determined for each class of shares for each Fund as of the time of the close of
the NYSE (which is normally 4:00 p.m. Eastern Time) on each business day by dividing the value of the Fund's total assets
attributable to a class, less any liabilities, by the number of total shares of that class outstanding. In general, the assets of
each Fund are valued on the basis of market quotations. However, in certain circumstances where market quotations are not readily
available or where market quotations for a particular security or asset are believed to be incorrect, securities and other assets
are valued by methods that are believed to accurately reflect their fair value.
Purchases, Redemptions, Exchanges and Distributions
The purchase policies for each Fund are identical. The offering price is the NAV plus any initial sales charge that
applies. Class A shares are sold at NAV plus an initial sales charge that varies depending on the amount of your investment.
Class B shares are sold at NAV per share without an initial sales charge. However, if Class B shares are redeemed within seven
years of their purchase, a contingent deferred sales charge ("CDSC") will be deducted from the redemption proceeds. Class C
shares are sold at NAV per share plus an initial sales charge of 1% of the offering price. If Class C shares are redeemed within
12 months of the first business day of calendar month of their purchase, a CDSC of 1.0% will be deducted from the redemption
proceeds. Class X shares are sold at NAV per share without an initial sales charge. In addition, investors purchasing Class X
shares will receive, as a bonus, additional shares having a value equal to 2.50% of the amount invested. Although Class X shares
are sold without an initial sales charge, if Class X shares are redeemed within 8 years of their purchase, a CDSC will be deducted
from the redemption proceeds.
The redemption policies for each Fund are identical. Your shares will be sold at the next NAV determined after your
order to sell is received, less any applicable CDSC imposed. Refer to the Funds' Prospectus for more information regarding how to
sell shares.
Shares of each Fund may be exchanged for shares of the same class of other Funds at NAV per share at the time of
exchange. Exchanges of shares involve a redemption of the shares of the Fund you own and a purchase of shares of another Fund.
Shares are normally redeemed and purchased in the exchange transaction on the business day on which the Transfer Agent receives an
exchange request that is in proper form, if the request is received by the close of the NYSE that day.
Each Fund will distribute substantially all of its income and capital gains to shareholder each year. Each Fund will
declare dividends, if any, annually.
Fees and expenses
The following table describes the fees and expenses that shareholders may pay if they hold shares of the Funds, as well
as the projected fees and expenses of the Mid-Cap Value Fund after the Transaction.
Class A Shares
Mid-Cap Value Fund
All-Cap Value Mid-Cap Value After Transaction
Fund Class A Fund Class A Class A
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
on Purchases (as % of offering price) 5.75% 5.75% 5.75%
Maximum Contingent Deferred Sales Charge (Load)
(as % of original purchase price) None1 None1 None1
Redemption Fee................................. None2 None2 None2
Exchange Fee................................... None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees............................ 0.95% 0.90% 0.90%
Estimated Distribution (12b-1) Fees........ 0.50% 0.50% 0.50%
Other Expenses............................. 0.86% 0.65% 0.66%
Advisory Fee Waivers and Expense Reimbursement (0.46)% (0.20)% (0.21)%
Total Annual Fund Operating Expenses....... 1.85% 1.85% 1.85%
Class B Shares
Mid-Cap Value Fund
All-Cap Value Mid-Cap Value After Transaction
Fund Class B Fund Class B Class B
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
On Purchases (as % of offering price) None None None
Maximum Contingent Deferred Sales Charge (Load)
(as % of original purchase price) 6.00%3 6.00%3 6.00%3
Redemption Fee................................. None2 None2 None2
Exchange Fee................................... None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees............................ 0.95% 0.90% 0.90%
Estimated Distribution (12b-1) Fees........ 1.00% 1.00% 1.00%
Other Expenses............................. 0.86% 0.65% 0.66%
Advisory Fee Waivers and Expense Reimbursement (0.46)% (0.20)% (0.21)%
Total Annual Fund Operating Expenses....... 2.35% 2.35% 2.35%
Class C Shares
Mid-Cap Value Fund
All-Cap Value Mid-Cap Value After Transaction
Fund Class C Fund Class C Class C
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
On Purchases (as % of offering price) 1.00% 1.00% 1.00%
Maximum Contingent Deferred Sales Charge (Load)
(as % of original purchase price) 1.00%3 1.00%3 1.00%3
Redemption Fee................................. None2 None2 None2
Exchange Fee................................... None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees............................ 0.95% 0.90% 0.90%
Estimated Distribution (12b-1) Fees........ 1.00% 1.00% 1.00%
Other Expenses............................. 0.86% 0.65% 0.66%
Advisory Fee Waivers and Expense Reimbursement (0.46)% (0.20)% (0.21)%
Total Annual Fund Operating Expenses....... 2.35% 2.35% 2.35%
Class X Shares
Mid-Cap Value Fund
All-Cap Value Mid-Cap Value After Transaction
Fund Class X Fund Class X Class X
Shareholder Fees
(fees paid directly from your investment)
Maximum Sales Charge (Load)
on Purchases (as % of offering price) None None None
Maximum Contingent Deferred Sales Charge (Load)
(as % of original purchase price) 6.00%3 6.00%3 6.00%3
Redemption Fee................................. None2 None2 None2
Exchange Fee................................... None None None
Annual Fund Operating Expenses
(expenses that are deducted from Fund assets)
Management Fees............................ 0.95% 0.90% 0.90%
Estimated Distribution (12b-1) Fees........ 1.00% 1.00% 1.00%
Other Expenses............................. 0.86% 0.65% 0.66%
Advisory Fee Waivers and Expense Reimbursement (0.46)% (0.20)% (0.21)%
Total Annual Fund Operating Expenses....... 2.35% 2.35% 2.35%
1. Under certain circumstances, purchases of Class A shares not subject to an initial sales charge (load) will be subject to a
contingent deferred sales charge (load) ("CDSC") if redeemed within 12 months of the calendar month of purchase. For an
additional discussion of the Class A CDSC, see this Prospectus under "How to Buy Shares."
2. A $10 fee may be imposed for wire transfers of redemption proceeds. For an additional discussion of wire redemptions, see
this Prospectus under "How to Redeem Shares."
3. If you purchase Class B or X shares, you do not pay an initial sales charge but you may pay a CDSC if you redeem some or all
of your shares before the end of the seventh (in the case of Class B shares) or eighth (in the case of Class X shares) year after
which you purchased such shares. The CDSC is 6%, 5%, 4%, 3%, 2%, 2% and 1% for redemptions of Class B shares occurring in years
one through seven, respectively. The CDSC is 6%, 5%, 4%, 4%, 3%, 2%, 2% and 1% for redemptions of Class X shares occurring in
years one through eight, respectively. No CDSC is charged after these periods. If you purchase Class C shares, you may pay an
initial sales charge of 1% and you may incur a CDSC if you redeem some or all of your Class C shares within 12 months of the
calendar month of purchase. For a discussion of the Class B, X and C CDSC, see this Prospectus under "How to Buy Shares."
Expense Examples
Full Redemption - These examples are intended to help you compare the cost of investing in each Fund with the cost of investing in
other mutual funds, and the cost of investing in the Mid-Cap Value Fund after the Transaction. They assume that you invest
$10,000, that you receive a 5% return each year, and that the Funds' total operating expenses remain the same. Although your
actual costs may be higher or lower, based on the above assumptions your costs would be:
Class A Shares
1 Year 3 Years 5 Years 10 Years
All-Cap Value Fund 752 1,213 1,700 3,035
Mid-Cap Value Fund 752 1,163 1,598 2,802
Mid-Cap Value Fund 752 1,165 1,602 2,812
(Projected after the Transaction)
Class B Shares
1 Year 3 Years 5 Years 10 Years
All-Cap Value Fund 838 1,228 1,643 2,985
Mid-Cap Value Fund 838 1,175 1,538 2,748
Mid-Cap Value Fund 838 1,177 1,542 2,758
(Projected after the Transaction)
Class C Shares
1 Year 3 Years 5 Years 10 Years
All-Cap Value Fund 436 919 1,529 3,174
Mid-Cap Value Fund 436 867 1,424 2,942
Mid-Cap Value Fund 436 869 1,428 2,951
(Projected after the Transaction)
Class X Shares
1 Year 3 Years 5 Years 10 Years
All-Cap Value Fund 844 1,248 1,780 3,182
Mid-Cap Value Fund 844 1,194 1,671 2,942
Mid-Cap Value Fund 844 1,196 1,675 2,951
(Projected after the Transaction)
No Redemption - You would pay the following expenses based on the above assumptions except that you do not redeem your shares at
the end of each period:
Class A Shares
1 Year 3 Years 5 Years 10 Years
All-Cap Value Fund 752 1,213 1,700 3,035
Mid-Cap Value Fund 752 1,163 1,598 2,802
Mid-Cap Value Fund 752 1,165 1,602 2,812
(Projected after the Transaction)
Class B Shares
1 Year 3 Years 5 Years 10 Years
All-Cap Value Fund 238 828 1,443 2,985
Mid-Cap Value Fund 238 775 1,338 2,748
Mid-Cap Value Fund 238 777 1,342 2,758
(Projected after the Transaction)
Class C Shares
1 Year 3 Years 5 Years 10 Years
All-Cap Value Fund 336 919 1,529 3,174
Mid-Cap Value Fund 336 867 1,424 2,942
Mid-Cap Value Fund 336 869 1,428 2,951
(Projected after the Transaction)
Class X Shares
1 Year 3 Years 5 Years 10 Years
All-Cap Value Fund 244 848 1,480 3,182
Mid-Cap Value Fund 244 794 1,371 2,942
Mid-Cap Value Fund 244 796 1,375 2,951
(Projected after the Transaction)
Performance
The bar charts show the performance of the Class A shares of each Fund for each full calendar year the Fund has been in
operation. The first table below each bar chart shows each such Fund's best and worst quarters during the periods included in the
bar chart. The second table shows the average annual total returns before taxes for each Class of each Fund for 2002 and since
inception, as well as the average annual total returns after taxes on distributions and after taxes on distributions and
redemptions for Class A shares of each Fund for 2002 and since inception.
This information may help provide an indication of each Fund's risks by showing changes in performance from year to year
and by comparing the Fund's performance with that of a broad-based securities index. The average annual figures reflect sales
charges; the other figures do not, and would be lower if they did. All figures assume reinvestment of dividends. Past
performance does not necessarily indicate how a Fund will perform in the future.
-------------------------------------------------- ------------------------------------------------
Best Quarter WORST QUARTER
-------------------------------------------------- ------------------------------------------------
-------------------------------------------------- ------------------------------------------------
Up 10.69%, 4th Quarter 2002 Down 16.67%, 3rd Quarter 2001
-------------------------------------------------- ------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
For periods ended December 31, 2002
----------------------------------- ------------- -------------------------- ------------------------
5 Years 10 Years
Class A (or since inception*)
1 Year
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return Before Taxes -25.37% -11.57% N/A
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return After Taxes on -25.37% -11.61% N/A
Distributions
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return After Taxes on -15.58% -9.11% N/A
Distributions and Sale of Fund
Shares
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Class B
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return Before Taxes -27.26% -11.74% N/A
----------------------------------- ------------- -------------------------- ------------------------
Class C
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return Before Taxes -23.04% -10.11% N/A
----------------------------------- ------------- -------------------------- ------------------------
Class X
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return Before Taxes -25.21% -10.73% N/A
----------------------------------- ------------- -------------------------- ------------------------
Index
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Standard & Poor's 500 Index -22.09% -19.69% N/A
----------------------------------- ------------- -------------------------- ------------------------
* Inception date: September 11, 2000
After-tax returns are shown for Class A shares only. The after-tax returns for other Classes will vary.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do
not reflect the impact of state and local taxes. During periods of negative NAV performance, the after-tax
returns assume the investor receives a write-off at the historical highest individual federal marginal income
rate. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and
after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such
as 401(k) plans or individual retirement accounts.
-------------------------------------------------- ------------------------------------------------
Best Quarter WORST QUARTER
-------------------------------------------------- ------------------------------------------------
-------------------------------------------------- ------------------------------------------------
Up 13.99%, 2nd Quarter 1999 Down 14.64%, 3rd Quarter 2002
-------------------------------------------------- ------------------------------------------------
AVERAGE ANNUAL TOTAL RETURNS
For periods ended December 31, 2002
----------------------------------- ------------- -------------------------- ------------------------
5 Years
Class A (or since inception*) 10 Years
1 Year
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return Before Taxes -15.85% 5.97% N/A
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return After Taxes on -15.85% 5.91% N/A
Distributions
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return After Taxes on -9.73% 4.76% N/A
Distributions and Sale of Fund
Shares
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Class B
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return Before Taxes -17.17% 6.52% N/A
----------------------------------- ------------- -------------------------- ------------------------
Class C
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return Before Taxes -13.07% 6.67% N/A
----------------------------------- ------------- -------------------------- ------------------------
Class X
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Return Before Taxes -14.97% 6.92% N/A
----------------------------------- ------------- -------------------------- ------------------------
INDEX
----------------------------------- ------------- -------------------------- ------------------------
----------------------------------- ------------- -------------------------- ------------------------
Standard & Poor's 400 Index -14.53% 11.53% N/A
----------------------------------- ------------- -------------------------- ------------------------
* Inception date: August 19, 1998
After-tax returns are shown for Class A shares only. The after-tax returns for other Classes will vary.
After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do
not reflect the impact of state and local taxes. During periods of negative NAV performance, the after-tax
returns assume the investor receives a write-off at the historical highest individual federal marginal income
rate. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and
after-tax returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements such
as 401(k) plans or individual retirement accounts.
Part of the historical performance of the Fund is due to purchases of securities sold in Initial Public Offerings
("IPOs") that materially affected the performance of the Fund. The effect of IPOs on the Fund's performance
depends on a variety of factors including the number of IPOs that the Fund invests in, whether and to what extent
a security purchased in an IPO appreciates in value, and the asset base of the Fund. Although Funds may purchase
IPOs, not all such purchases may materially affect performance. There is no guarantee that the Fund's
investments in IPOs, if any, will continue to have a similar impact on the Fund's performance.
REASONS FOR THE TRANSACTION
The Directors, including all of the Directors who are not "interested persons" of the Company (the "Independent
Directors") have unanimously determined that the Transaction would be in the best interests of the shareholders of All-Cap Value
and the Mid-Cap Value Funds and that the interests of the shareholders of All-Cap Value and the Mid-Cap Value Funds would not be
diluted as a result of the Transaction. At a meeting held on July 25, 2003, the Board considered a number of factors that it
believes benefits the shareholders of All-Cap Value Fund, including the following:
o the compatibility of the Funds' investment objectives, policies and restrictions;
o the relative past and current growth in assets and investment performance of the Funds and future prospects for Mid-Cap Value
Fund;
o the relative expense ratios of the Funds;
o the tax consequences of the merger; and
o the relative size of the All-Cap Value Fund and the lack of growth in the assets and the number of shareholders of All-Cap Value
Fund.
At the July 25 meeting, PI and ASISI recommended the merger to the Board. In recommending the merger, the Investment
Manager advised the Board that the Funds have identical investment objectives, and similar policies and investment portfolios.
Further, PI advised that while the strategy of the All-Cap Value Fund allows for investments in equity securities of companies of
all sizes, since its inception is September, 2000 the All-Cap Value Fund has settled into the mid/large-cap value fund category.
Thus, the risk exposure to each of the Funds is also substantially similar. The Investment Managers advised the Board that as of
March 31, 2003, the All-Cap Value Fund had assets of approximately $71 million while the Mid-Cap Value Fund had assets of
approximately $192.5 million, and the All-Cap Value Fund had a higher cost structure and higher gross annual operating expenses
compared to the Mid-Cap Value Fund. Accordingly, by merging the Funds, All-Cap Value shareholders would enjoy a greater asset
base and lower cost structure. The Board considered that if the merger is approved, shareholders of All-Cap Value Fund,
regardless of the class of shares they own, should realize a reduction in the gross annual operating expenses (that is, without
any waivers or reimbursements) paid on their investment.
The Board, including a majority of the Independent Directors, unanimously concluded that the Transaction is in the best
interests of the shareholders of the All-Cap Value Fund and the Mid-Cap Value Fund and that no dilution of value would result to
the shareholders of the All-Cap Value Fund or the Mid-Cap Value Fund from the Transaction. Consequently, the Board approved the
Plan and recommended that shareholders of the All-Cap Value Fund vote to approve the Transaction.
For the reasons discussed above, the Board of Directors unanimously recommends that you vote For the Plan.
If shareholders of the All-Cap Value Fund do not approve the Plan, the Board will consider other possible courses of
action for the All-Cap Value Fund, including, among others, consolidation of the All-Cap Value Fund with one or more Funds of the
Company other than the Mid-Cap Value Fund or unaffiliated funds.
INFORMATION ABOUT THE TRANSACTION
This is only a summary of the Plan. You should read the actual Plan attached as Exhibit A.
Closing of the Transaction
If shareholders of the All-Cap Value Fund approve the Plan, the Transaction will take place after various conditions are
satisfied by the Company on behalf of the All-Cap Value Fund and the Mid-Cap Value Fund, including the preparation of certain
documents. The Company will determine a specific date for the actual Transaction to take place. This is called the "closing
date." If the shareholders of the All-Cap Value Fund do not approve the Plan, the Transaction will not take place.
If the shareholders of the All-Cap Value Fund approve the Plan, the All-Cap Value Fund will deliver to the Mid-Cap Value
Fund substantially all of its assets on the closing date. As a result, shareholders of the All-Cap Value Fund will beneficially
own shares of the Mid-Cap Value Fund that, as of the date of the exchange, have a value equal to the dollar value of the assets
delivered to the Mid-Cap Value Fund. The stock transfer books of the All-Cap Value Fund will be permanently closed on the closing
date. Requests to transfer or redeem assets allocated to the All-Cap Value Fund may be submitted at any time before 4:00 p.m.
Eastern standard 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 Company 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 All-Cap Value Fund.
Expenses of the Transaction
The expenses resulting from the Transaction will be paid by PI (or its affiliates). The portfolio securities of the
All-Cap Value Fund will be transferred in-kind to the Mid-Cap Value Fund prior to the restructuring of the All-Cap Value Fund's
investment portfolio. Accordingly, the Transaction will entail little or no expenses in connection with portfolio restructuring.
Tax Consequences of the Transaction
The Transaction is intended to qualify for U.S. federal income tax purposes as a tax-free reorganization under the Code.
It is a condition to each Fund's obligation to complete the Transaction that the Funds will have received an opinion from Stradley
Ronon Stevens & Young, LLP, counsel to the Funds, based upon representations made by the All-Cap Value Fund and the Mid-Cap Value
Fund, and upon certain assumptions, substantially to the effect that:
1. The acquisition by the Mid-Cap Value Fund of the assets of the All-Cap Value Fund in exchange solely for voting shares of the
Mid-Cap Value Fund and the assumption by the Mid-Cap Value Fund of the liabilities of the All-Cap Value Fund, if any, followed by
the distribution of Mid-Cap Value Fund shares acquired by the All-Cap Value Fund pro rata to their shareholders, will constitute a
reorganization within the meaning of Section 368(a)(1) of the Code, and the Mid-Cap Value Fund and the All-Cap Value Fund each
will be "a party to a reorganization" within the meaning of Section 368(b) of the Code;
2. The shareholders of the All-Cap Value Fund will not recognize gain or loss upon the exchange of all of their shares of the
All-Cap Value Fund solely for shares of the Mid-Cap Value Fund, as described above and in the Plan;
3. No gain or loss will be recognized by the All-Cap Value Fund upon the transfer of its assets to the Mid-Cap Value Fund in
exchange solely for Class A, Class B, Class C, and Class X shares of the Mid-Cap Value Fund and the assumption by the Mid-Cap
Value Fund of the liabilities of the All-Cap Value Fund, if any. In addition, no gain or loss will be recognized by the Mid-Cap
Value Fund on the distribution of such shares to the shareholders of the All-Cap Value Fund in liquidation of the All-Cap Value
Fund;
4. No gain or loss will be recognized by the Mid-Cap Value Fund upon the acquisition of the assets of the All-Cap Value Fund in
exchange solely for shares of the Mid-Cap Value Fund and the assumption of the liabilities of the All-Cap Value Fund, if any;
5. Mid-Cap Value Fund's basis for the assets acquired from the All-Cap Value Fund will be the same as the basis of these assets
when held by the All-Cap Value Fund immediately before the transfer, and the holding period of such assets acquired by the Mid-Cap
Value Fund will include the holding period of these assets when held by the All-Cap Value Fund;
6. All-Cap Value Fund's shareholders' basis for the shares of the Mid-Cap Value Fund to be received by them pursuant to the
reorganization will be the same as their basis in the All-Cap Value Fund shares exchanged; and
7. The holding period of the Mid-Cap Value Fund shares to be received by the shareholders of the All-Cap Value Fund will include
the holding period of their All-Cap Value Fund shares exchanged provided such All-Cap Value Fund shares were held as capital
assets on the date of the exchange.
Shareholders of the All-Cap Value Fund should consult their tax advisers regarding the tax consequences to them of the
Transaction in light of their individual circumstances. In addition, because the foregoing discussion relates only to the U.S.
federal income tax consequences of the Transaction, shareholders also should consult their tax advisers as to state, local and
foreign tax consequences to them, if any, of the Transaction.
Characteristics of the Mid-Cap Value Fund shares.
Shares of the Mid-Cap Value Fund will be distributed to shareholders of the All-Cap Value Fund and will have the same
legal characteristics as the shares of the Mid-Cap Value Fund with respect to such matters as voting rights, assessibility,
conversion rights, and transferability.
Capitalizations of the Funds and Capitalization after the Transaction.
The following table sets forth, as of April 30, 2003 the capitalization of shares of the All-Cap Value Fund and the
Mid-Cap Value Fund. The table also shows the projected capitalization of the Mid-Cap Value Fund shares as adjusted to give effect
to the proposed Transaction. The capitalization of the Mid-Cap Value Fund is likely to be different when the Transaction is
consummated.
Class A
All-Cap Value Mid-Cap Value Mid-Cap Value
Fund Projected
Fund Fund Adjustments after Transaction
(unaudited) (unaudited) (unaudited)
Net assets................................. 19,451,138 44,410,445 63,861,583
Total shares outstanding................... 2,318,314 3,263,535 (889,134)* 4,692,715
Net asset value per share.................. 8.39 13.61 13.61
Class B
Mid-Cap Value
All-Cap Value Mid-Cap Value Fund Projected
Fund Fund Adjustments after Transaction
(unaudited) (unaudited) (unaudited)
Net assets................................. 27,519,711 87,030,737 114,550,448
Total shares outstanding................... 3,320,416 6,531,330 (1,255,922)* 8,595,824
Net asset value per share.................. 8.29 13.33 13.33
Class C
Mid-Cap Value
All-Cap Value Mid-Cap Value Fund Projected
Fund Fund Adjustments after Transaction
(unaudited) (unaudited) (unaudited)
Net assets................................. 15,313,925 34,961,172 50,275,097
Total shares outstanding................... 1,848,097 2,623,202 (699,265)* 3,772,034
Net asset value per share.................. 8.29 13.33 13.33
Class X
Mid-Cap Value
All-Cap Value Mid-Cap Value Fund Projected
Fund Fund Adjustments after Transaction
(unaudited) (unaudited) (unaudited)
Net assets................................. 3,894,742 16,582,979 20,477,721
Total shares outstanding................... 470,087 1,247,034 (177,249)* 1,539,872
Net asset value per share.................. 8.29 13.30 13.30
*Reflects the change in shares of Gabelli All-Cap Value upon conversion to Neuberger Berman Mid-Cap Growth.
VOTING INFORMATION
Shareholders of record of the All-Cap Value Fund on the Record Date will be entitled to vote at the Meeting. On the
Record Date, there were 8,222,248 shares of the All-Cap Value Fund issued and outstanding.
The presence in person or by proxy of the holders of a majority of the outstanding shares of the Fund is required to
constitute a quorum at the Meeting. Shares beneficially held by shareholders present in person or represented by proxy at the
Meeting will be counted for the purpose of calculating the votes cast on the issues before the Meeting. If a quorum is present,
the affirmative vote of the holders of a majority of the total number of shares of capital stock of the All-Cap Value Fund
outstanding and entitled to vote 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 All-Cap Value Fund held at the close of business on the Record Date.
Shares held by shareholders present in person or represented by proxy at the Meeting will be counted both for the
purposes of determining the presence of a quorum and for calculating the votes cast on the issues before the Meeting. An
abstention by a shareholder, either by proxy or by vote in person at a Meeting, has the same effect as a negative vote. Under
existing New York Stock Exchange rules, it is not expected that brokers will be permitted to vote Fund shares in their
discretion. In addition, there is only one proposal being presented for a shareholder vote. As a result, the Fund does not
anticipate any broker non-votes.
..........Shareholders having more than one account in the Fund generally will receive a single proxy statement and a separate
proxy card for each account. It is important to mark, sign, date and return all proxy cards received.
..........In the event that sufficient votes to approve the Plan are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require the affirmative
vote of a majority of those shares represented at the Meeting in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote FOR or AGAINST any such adjournment in their discretion.
..........The Company is not required to hold and will not ordinarily hold annual shareholders' meetings. The Board of Directors
may call special meetings of the shareholders for action by shareholder vote as required by the Investment Company Act or the
Company's Articles of Incorporation.
..........Pursuant to rules adopted by the SEC, a shareholder may include in proxy statements relating to annual and other meetings
of the shareholders of the Company certain proposals for shareholder action which he or she intends to introduce at such special
meetings; provided, among other things, that such proposal is received by the Company a reasonable time before a solicitation of
proxies is made for such meeting. Timely submission of a proposal does not necessarily mean that the proposal will be included.
The Board of Directors intends to bring before the Meeting the matter set forth in the foregoing Notice. The Directors
do not expect any other business to be brought before the Meeting. If, however, any other matters are properly presented to the
Meeting for action, it is intended that the persons named in the enclosed proxy will vote in accordance with their judgment. A
shareholder executing and returning a proxy may revoke it at any time prior to its exercise by written notice of such revocation
to the Secretary of the Company, by execution of a subsequent proxy, or by voting in person at the Meeting.
How to vote.
You can vote your shares in any one of four ways:
o........By mail, with the enclosed proxy card.
o In person at the Meeting.
o By phone
o Over the Internet
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.
Solicitation of voting instructions.
Voting instructions will be solicited principally by mailing this Prospectus/Proxy Statement and its enclosures, but
instructions also may be solicited by telephone, facsimile, through electronic means such as e-mail, or in person by officers or
representatives of the Company. In addition, the Company has engaged Georgeson Shareholder Communications, Inc. ("Georgeson"), a
professional proxy solicitation firm, to assist in the solicitation of proxies. As the Meeting date approaches, you may receive a
phone call from a representative of Georgeson if the Company has not yet received your vote. Georgeson may ask you for authority,
by telephone, to permit Georgeson to execute your voting instructions on your behalf.
ADDITIONAL INFORMATION ABOUT THE COMPANY AND THE FUNDS
The All-Cap Value Fund and the Mid-Cap Value Fund are separate series of the Company, which is an open-end management
investment company registered with the SEC under the Investment Company Act. Each Fund is, in effect, a separate mutual fund.
Detailed information about the Company and each Fund is contained in the Prospectus for the Funds which is enclosed with and
considered a part of this Prospectus/Proxy Statement. Additional information about the Company and each Fund is included in the
Company's SAI, dated March 1, 2003, which has been filed with the SEC and is incorporated into the SAI relating to this
Prospectus/Proxy Statement.
A copy of the Company's Annual Report to Shareholders for the fiscal year ended October 31, 2002 is part of this
Prospectus/Proxy Statement. You may request a free copy of the Company's Annual Report to Shareholders for the fiscal year ended
October 31, 2002 by calling 1-800-752-6342 or by writing to the Company at One Corporate Drive, P.O. Box 883, Shelton, CT 06484.
The Funds file 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 233 Broadway, New York, NY 10279 and in Chicago at 175 W. Jackson Boulevard, Suite 900, Chicago, IL 60604.
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
The table below sets forth, as of the Record Date, each shareholder that beneficially owns more than 5% of any class of
the All-Cap Value Fund.
- ----------------------------------------- ------------------------------------ ------------------------------------ --------------
Fund and Share Class Owner Name Address Percent
Ownership
- ----------------------------------------- ------------------------------------ ------------------------------------ --------------
- ----------------------------------------- ------------------------------------ ------------------------------------ --------------
ASAF Gabelli All-Cap Value Fund AS College Savings 85% Equity 100 Heritage Reserve 6.37%
Class A Attn: Portfolio Support Menomonee Fls, WI 53051-4400
- ----------------------------------------- ------------------------------------ ------------------------------------ --------------
- ----------------------------------------- ------------------------------------ ------------------------------------ --------------
AS College Savings 75% Equity 100 Heritage Reserve 5.24%
Attn: Portfolio Support Menomonee Fls, WI 53051-4400
- ----------------------------------------- ------------------------------------ ------------------------------------ --------------
- ----------------------------------------- ------------------------------------ ------------------------------------ --------------
Wells Fargo Bank Minnesota NA FBO P.O. Box 1533 8.47%
American Skandia Lifestyle Minneapolis, MN 55480-1533
Security Plan #5000149000
- ----------------------------------------- ------------------------------------ ------------------------------------ --------------
*As defined by the Commission, a security is beneficially owned by a person if that person has or shares voting power or investment
power with respect to the security.
As of the Record Date, the officers and Directors of the Company, as a group, beneficially owned less than 1% of the
outstanding voting shares of either of the Funds.
EXHIBITS TO PROSPECTUS/PROXY STATEMENT
Exhibit
A Plan of Reorganization by American Skandia Advisor Funds, Inc. on behalf of the ASAF Gabelli All-Cap Value Fund
and the ASAF Neuberger Berman Mid-Cap Value Fund
B Prospectus for the ASAF Gabelli All-Cap Value Fund and the ASAF Neuberger Berman Mid-Cap Value Fund of American
Skandia Advisor Funds, Inc. dated March 1, 2003 (enclosed)
C ASAF Annual Report to Shareholders dated October 31, 2002 (enclosed)
D Supplements dated May 16, 2003, August 1, 2003, September 16, 2003 and October 2, 2003 to the ASAF American
Skandia Advisor Funds Inc., dated March 1, 2003 (enclosed)
EXHIBIT A
Plan of Reorganization
PLAN OF REORGANIZATION
THIS PLAN OF REORGANIZATION (the "Plan") is made as of this 25th day of July, 2003, by American Skandia Advisor Funds,
Inc. (the "Company"), a business trust organized under the laws of the State of Maryland with its principal place of business at
One Corporate Drive, Shelton, Connecticut 06484, on behalf of the ASAF Neuberger Berman Mid-Cap Value Fund (the "Acquiring Fund")
and the ASAF Gabelli All-Cap Value Fund (the "Acquired Fund"), both series of the Company. Together, the Acquiring Fund and
Acquired Fund are referred to as the "Funds."
The reorganization (hereinafter referred to as the "Reorganization") will consist of (i) the acquisition by the Acquiring
Fund, of substantially all of the property, assets and goodwill of the Acquired Fund and the assumption by the Acquiring Fund of
all of the liabilities of the Acquired Fund in exchange solely for full and fractional shares of beneficial interest, par value
$0.001 each, of the Acquiring Fund ("Acquiring Fund Shares"); (ii) the distribution of Acquiring Fund Shares to the shareholders
of the Acquired Fund according to their respective interests in complete liquidation of the Acquired Fund; and (iii) the
dissolution of the Acquired Fund 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.
In order to consummate the Plan, the following actions shall be taken by the Company on behalf of the Acquiring Fund and
the Acquired Fund:
1. Sale and Transfer of Assets, Liquidation and Dissolution of Acquired Fund.
(a) Subject to the terms and conditions of this Plan, the Company on behalf of the Acquired Fund shall convey,
transfer and deliver to the Acquiring Fund at the Closing all of the Acquired Fund's then existing assets, 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) pay the costs and expenses in carrying out this Plan
(including, but not limited to, fees of counsel and accountants, and expenses of its liquidation and dissolution contemplated
hereunder). (ii) 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 (iii) pay such contingent liabilities as the Board of Directors shall
reasonably deem to exist against the Acquired Fund, if any, at the Closing Date, for which contingent and other appropriate
liabilities reserves shall be established on the Acquired Fund's books (hereinafter "Net Assets"). The Acquired Fund 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 Company on behalf of the Acquiring Fund shall at the
Closing deliver to the Acquired Fund the number of Acquiring Fund Shares, determined by dividing the net asset value per share of
the shares of the Acquired Fund ("Acquired Fund Shares") on the Closing Date by the net asset value per share of the Acquiring
Fund Shares, and multiplying the result thereof by the number of outstanding Acquired Fund 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, the Acquired Fund shall distribute pro rata to its shareholders of record as
of the close of business on the Closing Date, the Acquiring Fund Shares received by the Acquired Fund 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 Company relating to the Acquiring Fund and noting in such accounts the type and amounts of Acquiring
Fund Shares that former Acquired Fund shareholders are due based on their respective holdings of the Acquired Fund as of the close
of business on the Closing Date. Fractional Acquiring Fund Shares shall be carried to the third decimal place. The Acquiring
Fund shall not issue certificates representing the Acquiring Fund shares in connection with such exchange.
2. Valuation.
(a) The value of the Acquired Fund's Net Assets to be transferred to the Acquiring Fund 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 Company's currently effective prospectus.
(b) The net asset value of a share of the Acquiring Fund shall be determined to the third decimal point as of the
Valuation Time using the valuation procedures set forth in the Company's currently effective prospectus.
(c) The net asset value of a share of the Acquired Fund shall be determined to the third decimal point as of the
Valuation Time using the valuation procedures set forth in the Company'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 December 12, 2003, or such earlier or later date as determined by the Company's
officers. The Closing shall take place at the principal office of the Company at 5:00 P.M. Eastern time on the Closing Date. The
Company on behalf of the Acquired Fund shall have provided for delivery as of the Closing of the Acquired Fund's Net Assets to be
transferred to the account of the Acquiring Fund at the Acquiring Fund's Custodian, The JP Morgan Chase Bank, 4 MetroTech Center,
Brooklyn, NY 11245. Also, the Company on behalf of the Acquired Fund shall produce at the Closing a list of names and addresses
of the shareholders of record of the Acquired Fund 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 or Vice-President to the best of
its or his or her knowledge and belief. The Company on behalf of the Acquiring Fund shall issue and deliver a confirmation
evidencing the Acquiring Fund Shares to be credited to the Acquired Fund's account on the Closing Date to the Secretary of the
Company, or shall provide evidence satisfactory to the Acquired Fund that the Acquiring Fund Shares have been registered in an
account on the books of the Acquiring Fund in such manner as the Company on behalf of Acquired Fund may request.
4. Representations and Warranties by the Company on behalf of the Acquired Fund.
The Company makes the following representations and warranties about the Acquired Fund:
(a) The Acquired Fund is a series of the Company, a corporation organized under the laws of the State of Maryland and validly
existing and in good standing under the laws of that jurisdiction. The Company 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 Fund Shares sold
were sold pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the "1933 Act").
(b) The Company on behalf of the Acquired Fund is authorized to issue an unlimited number of shares of beneficial interest's
acquired Fund shares, par value $0.001 each, each outstanding share of which is fully paid, non-assessable, freely transferable
and has full voting rights.
(c) The financial statements appearing in the Company's Annual Report to Shareholders for the fiscal year ended
October 31, 2002, audited by PricewaterhouseCoopers LLP, and the financial statements appearing in the Company's Semi-Annual
Report to Shareholders for the period ended April 30, 2003, fairly present the financial position of the Acquired Fund 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 Company has the necessary power and authority to conduct the Acquired Fund's business as such business is now
being conducted.
(e) The Company on behalf of the Acquired Fund is not a party to or obligated under any provision of the Company's
Amended and Restated Charter 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) The Acquired Fund does not have any unamortized or unpaid organizational fees or expenses.
(g) The Acquired Fund has elected to be treated as a regulated investment company (a "RIC") for federal income tax
purposes under Part I of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and the Acquired Fund has
qualified as a RIC for each taxable year since its inception, and will qualify as of the Closing Date. The consummation of the
transactions contemplated by this Plan will not cause the Acquired Fund to fail to satisfy the requirements of subchapter M of the
Code.
(h) The Acquired Fund, or its agents, (i) holds a valid Form W-8BEN, Certificate of Foreign Status of Beneficial
Owner for United States Withholding (or other appropriate series of Form W-8, as the case may be), or Form W-9, Request for
Taxpayer Identification Number and Certification, for each Acquired Fund shareholder of record, which Form W-8 or Form W-9 can be
associated with reportable payments made by the Acquired Fund to such shareholder, and/or (ii) has otherwise timely instituted the
appropriate backup withholding procedures with respect to such shareholder as provided by Section 3406 of the Code.
5. Representations and Warranties by the Company on behalf of the Acquiring Fund.
The Company makes the following representations and warranties about the Acquiring Fund:
(a) The Acquiring Fund is a series of the Company, a corporation organized under the laws of the State of Maryland
and validly existing and in good standing under the laws of that jurisdiction. The Company is duly registered under the 1940 Act
as an open-end, management investment company and all of the Acquiring Fund 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 Company on behalf of the Acquiring Fund is authorized to issue an unlimited number of shares of beneficial
interest's Acquiring Fund shares, par value $0.001 each, each outstanding share of which is freely paid, non-assessable, fully
transferable and has full voting rights.
(c) At the Closing, Acquiring Fund Shares will be eligible for offering to the public in those states of the United
States and jurisdictions in which the shares of the Acquired Fund are presently eligible for offering to the public, and there are
a sufficient number of Acquiring Fund Shares registered under the 1933 Act to permit the transfers contemplated by this Plan to be
consummated.
(d) The financial statements appearing in the Company's Annual Report to Shareholders for the fiscal year ended
October 31, 2002, audited by PricewaterhouseCoopers LLP, and the financial statements appearing in the Company's Semi-Annual
Report to Shareholders for the period ended April 30, 2003, fairly present the financial position of the Acquired Fund 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 Company has the necessary power and authority to conduct the Acquiring Fund's business as such business is
now being conducted.
(f) The Company on behalf of the Acquiring Fund is not a party to or obligated under any provision of the Company's
Amended and Restated Charter 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) The Acquiring Fund has to be treated as a RIC for federal income tax purposes under Part I of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code") and the Acquiring Fund has qualified as a RIC for each taxable year since
its inception, and will qualify as of the Closing Date. The consummation of the transactions contemplated by this Plan will not
cause the Acquiring Fund to fail to satisfy the requirements of subchapter M of the Code.
6. Representations and Warranties by the Company on behalf of the Funds.
The Company makes the following representations and warranties about the Funds:
(a) The statement of assets and liabilities to be created by the Company for each of the Funds as of the Valuation
Time for the purpose of determining the number of Acquiring Fund Shares to be issued pursuant to Section 1 of this Plan will
accurately reflect the Net Assets in the case of the Acquired Fund and the net assets in the case of the Acquiring Fund, and
outstanding shares, as of such date, in conformity with generally accepted accounting principles applied on a consistent basis.
(b) At the Closing, the Funds 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 Company's current effective prospectus, there is no material suit, judicial
action, or legal or administrative proceeding pending or threatened against either of the Funds.
(d) There are no known actual or proposed deficiency assessments with respect to any taxes payable by either of the
Funds.
(e) The execution, delivery, and performance of this Plan have been duly authorized by all necessary action of the
Company's Board of Directors, and this Plan constitutes a valid and binding obligation enforceable in accordance with its terms.
(f) The Company anticipates that consummation of this Plan will not cause either of the Funds 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.
(g) The Company has the necessary power and authority to conduct the business of the Funds, as such business is now
being conducted.
7. Intentions of the Company on behalf of the Funds.
(a) The Company intends to operate each Fund's respective business as presently conducted between the date hereof and
the Closing.
(b) The Company intends that the Acquired Fund will not acquire the Acquiring Fund Shares for the purpose of making
distributions thereof to anyone other than the Acquired Fund's shareholders.
(c) The Company on behalf of the Acquired Fund intends, if this Plan is consummated, to liquidate and dissolve the
Acquired Fund.
(d) The Company intends that, by the Closing, each of the Fund's 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 Company on behalf of the Acquired Fund intends to have available a copy of the shareholder
ledger accounts, certified by the Company'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 Fund Shares as of the Valuation Time who are to become
shareholders of the Acquiring Fund as a result of the transfer of assets that is the subject of this Plan.
(f) The Company intends to mail to each shareholder of record of the Acquired Fund 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 Company intends to file with the U.S. Securities and Exchange Commission a registration statement on Form
N-14 under the 1933 Act relating to the Acquiring Fund Shares issuable hereunder ("Registration Statements"), and will use its
best efforts to provide that the Registration Statement becomes effective as promptly as practicable. At the time the
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 the
Registration Statement becomes effective, at the time of the shareholders' meeting of the Acquired Fund, 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 Company on behalf of the Funds.
The consummation of the Plan with respect to the Acquiring Fund and the Acquired Fund shall be subject to the following
conditions:
(a) That: (i) all the representations and warranties contained herein concerning the Funds 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 Company on behalf of the Funds shall occur prior to the Closing; and (iii) the Company 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
Directors of the Company on behalf of the Funds.
(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 Fund 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 Fund at an annual or special meeting or any adjournment thereof.
(e) That a distribution or distributions shall have been declared for each Fund, prior to the Closing Date that,
together with all previous distributions, shall have the effect of distributing to shareholders of each Fund (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 Company on behalf of the Funds an opinion in form and substance satisfactory
to it from Messrs. Stradley Ronon Stevens & Young, LLP, counsel to the Company, 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 Fund 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 Company, on behalf of the Acquiring Fund;
(2) All actions required to be taken by the Company and/or Funds to authorize and effect the Plan
contemplated hereby have been duly authorized by all necessary action on the part of the Company and the Funds;
(3) Neither the execution, delivery nor performance of this Plan by the Company violates any
provision of the Company's Amended and Restated Charter or By-laws, or the provisions of any agreement or other instrument known
to such counsel to which the Company is a party or by which the Funds are otherwise bound; this Plan is the legal, valid and
binding obligation of the Company and each Fund and is enforceable against the Company and/or each Fund in accordance with its
terms; and
(4) The Company's registration statement, of which the prospectus dated March 1, 2003 relating to
each Fund (the "Prospectus") is a part, 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
Company with regard to matters of fact, and certain certifications and written statements of governmental officials with respect
to the good standing of the Company.
(g) That the Company's Registration Statement with respect to the Acquiring Fund Shares to be delivered to the
Acquired Fund'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.
(h) That the Acquiring Fund Shares to be delivered hereunder shall be eligible for sale by the Acquiring Fund with
each state commission or agency with which such eligibility is required in order to permit the Acquiring Fund Shares lawfully to
be delivered to each shareholder of the Acquired Fund.
(i) That, at the Closing, there shall be transferred to the Acquiring Fund aggregate Net Assets of the Acquired Fund
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 Fund on the Closing Date.
9. Expenses.
(a) The Company 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 [the Funds on a pro
rata basis in proportion to the Acquiring Fund's and Acquired Fund's net assets as of the Closing].
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 Fund) prior to the Closing or the Closing may be
postponed by the Company on behalf of a Fund by resolution of the Board of Directors, if circumstances develop that, in the
opinion of the Board, make proceeding with the Plan inadvisable.
(b) If the transactions contemplated by this Plan have not been consummated by March 1, 2004, the Plan shall
automatically terminate on that date, unless a later date is agreed to by the Company on behalf of the relevant Funds.
(c) In the event of termination of this Plan pursuant to the provisions hereof, the same shall become void and have
no further effect with respect to the Acquiring Fund or Acquired Fund, and neither the Company, the Acquiring Fund nor the
Acquired Fund, 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 Company's Board of Directors if, in the judgment of such Board of Directors, 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 Company nor any of its officers, directors, agents or shareholders nor
the Funds 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 Funds or the Company against
any liability to the entity for which that officer, director, agent or shareholder so acts or to any of the Company'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 Directors of the
Company on behalf of the Funds 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 Fund, unless such terms and conditions shall result in a change in
the method of computing the number of Acquiring Fund Shares to be issued to the Acquired Fund in which event, unless such terms
and conditions shall have been included in the proxy solicitation material furnished to the shareholders of the Acquired Fund
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 Company on behalf of the Acquired Fund 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 Company on behalf of the Funds 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 Company on behalf of a Fund in writing. Neither this Plan nor any interest herein may be assigned without the
prior written consent of the Company on behalf of the Fund corresponding to the Fund 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 Company 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 State of Maryland.
IN WITNESS WHEREOF, American Skandia Advisor Funds, Inc., on behalf ASAF Neuberger Berman Mid-Cap Value Fund and the ASAF
Gabelli All-Cap Value Fund, has executed this Plan by its duly authorized officer, all as of the date and year first-above written.
AMERICAN SKANDIA ADVISOR FUNDS, INC.
on behalf of
ASAF Neuberger Berman Mid-Cap Value Fund
ASAF Gabelli All-Cap Value Fund
Attest: By:
_____________________________ ___________________________________________
Title:
___________________________________________
EXHIBIT B
Prospectus dated March 1, 2003
The Prospectus for the ASAF Gabelli All-Cap Value Fund and the ASAF Neuberger Berman Mid-Cap Value Fund of American
Skandia Advisor Funds, Inc. dated March 1, 2003, is part of this Prospectus/Proxy Statement and will be included in the proxy
solicitation mailing to shareholders.
EXHIBIT C
ANNUAL REPORT dated OCTOBER 31, 2002
The ASAF Annual Report to Shareholders dated October 31, 2002, is part of this Prospectus/Proxy Statement and will be
included in the proxy solicitation mailing to shareholders.
EXHIBIT D
SUPPLEMENTS DATED MAY 16, 2003, AUGUST 1, 2003, September 16, 2003 AND OCTOBER 2, 2003
The ASAF supplements dated May 16, 2003, August 1, 2003, September 16, 2003 and October 2, 2003 are part of this
Prospectus/Proxy Statement and will be included in the proxy solicitation mailing to shareholders.
NOTES
Pr5 10/03
PRIORITY MAIL
U.S. POSTAGE
PAID
PROXY
TABULATOR One Corporate Drive PO Box 883 Shelton CT 06848
PRIORITY MAIL
3 EASY WAYS TO VOTE YOUR PROXY
1. Automated Touch Tone Voting: Call toll-free 1-800-690-6903 and use the control number shown.
2. On the Internet: Go to www.proxyweb.com and use the control number shown.
3. Mail: Sign, Date and Return this proxy card using the enclosed postage paid envelope.
If you vote by Touch Tone Telephone or the Internet, do not mail this card.
CONTROL NUMBER: 999 999 999 999 99 **** ****
FUND NAME PRINTS HERE
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF AMERICAN SKANDIA ADVISOR FUNDS, INC. (THE "COMPANY") FOR USE AT THE
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AT 100 MULBERRY STREET, GATEWAY CENTER THREE, 14th FLOOR, NEWARK, NEW JERSEY
07102 ON NOVEMBER 21, 2003 AT 11:00 A.M. EASTERN STANDARD TIME.
The undersigned hereby appoints Edward P. Macdonald, Marguerite E. H. Morrison, and Grace C. Torres and each of them, with full
power of substitution, as
proxies of the undersigned to vote at the above stated Special Meeting, and all adjournments thereof, all shares of capital stock
of the Fund named above held
of record by the undersigned on the record date for the Meeting, upon the matters set forth on the reverse side of this card, and
upon any other matter which
may properly come before the Meeting, at their discretion.
Every properly signed proxy will be voted in the manner specified hereon and, in the absence of specification, will be voted FOR
the proposal.
Date:________________________
Signature (Please sign in box) Sign here exactly as name(s) appear(s) on left. Joint owners should each sign personally. 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."
AS Mergers-R
X Please fill in one of the boxes as shown using black or blue ink or number 2 pencil. PLEASE DO NOT USE FINE POINT PENS.0
FOR AGAINST ABSTAIN
1. TO APPROVE A PLAN OF REORGANIZATION OF THE COMPANY ON BEHALF OF THE ASAF
GABELLI ALL-CAP VALUE FUND AND THE ASAF NEUBERGER BERMAN MID-CAP VALUE FUND
OF THE COMPANY, THAT PROVIDES FOR THE ACQUISITION OF SUBSTANTIALLY ALL OF THE
ASSETS OF THE ASAF GABELLI ALL-CAP VALUE FUND IN EXCHANGE FOR SHARES OF ASAF
NEUBERGER BERMAN MID-CAP VALUE FUND, THE DISTRIBUTION OF SUCH SHARES TO THE
SHAREHOLDERS OF THE ASAF GABELLI ALL-CAP VALUE FUND, AND THE LIQUIDATION AND
DISSOLUTION OF ASAF GABELLI ALL-CAP VALUE FUND.
0 0 0
PLEASE SIGN ON REVERSE SIDE
Gabelli ACV
STATEMENT OF ADDITIONAL INFORMATION
FOR
AMERICAN SKANDIA ADVISOR FUNDS, INC.
Dated October 10, 2003
Acquisition of the Assets of
the ASAF Gabelli All-Cap Value Fund,
a series of American Skandia Advisor Funds, Inc.
By and in exchange for shares of the
the ASAF Neuberger Berman Mid-Cap Value Fund,
also a series of American Skandia Advisor Funds, Inc.
This Statement of Additional Information (SAI) relates specifically to the proposed delivery of substantially all of the
assets of the ASAF Gabelli All-Cap Value Fund for shares of the ASAF Neuberger Berman Mid-Cap Value Fund.
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 Advisor Fund Inc.'s Statement of Additional Information dated March 1, 2003.
2. 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 October
10, 2003, 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 Advisor Funds, Inc. at One Corporate Drive, P.O. Box 883, Shelton, CT 06484.
Attachments to SAI (page 1 of 2)
The American Skandia Advisor Funds, Inc. Statement of Additional Information dated March 1, 2003 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 Company's SAI filed under Rule 497(j) on May 16, 2003.
Attachments to SAI (page 2 of 2)
The following are pro forma financial statements that were prepared to indicate the anticipated financial information for
the combined fund 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
Schedule of Investments.
PRO FORMA SCHEDULE OF INVESTMENTS
ASAF GABELLI ALL-CAP VALUE/ASAF NEUBERGER BERMAN MID-CAP VALUE
APRIL 30, 2003 (UNAUDITED)
ASAF ASAF ASAF ASAF
COMMON STOCK ASAF GABELLI NEUBERGER-BERMAN NEUBERGER-BERMAN ASAF GABELLI NEUBERGER-BERMAN NEUBERGER-BERMAN
ALL-CAP VALUE MID-CAP VALUE MID-CAP VALUE ALL-CAP VALUE MID-CAP VALUE MID-CAP VALUE
SHARES SHARES PRO FORMA COMBINED VALUE ($) VALUE ($) PRO FORMA COMBINED
Aerospace Boeing Co. 3,000 - 3,000 81,840 - 81,840
General Dynamics Corp. 800 - 800 49,656 - 49,656
Lockheed Martin Corp. 2,000 - 2,000 100,100 - 100,100
Northrop Grumman Corp. 5,600 - 5,600 492,520 - 492,520
Raytheon Co. 8,000 - 8,000 239,440 - 239,440
Sequa Corp. Cl-A 5,000 - 5,000 153,800 - 153,800
Automobile Manufacturers Navistar International Corp. 23,000 - 23,000 641,700 - 641,700
PACCAR, Inc. 4,500 - 4,500 262,845 - 262,845
Automotive Parts AutoNation, Inc. 4,000 252,800 256,800 55,400 3,501,280 3,556,680
BorgWarner, Inc. 5,000 - 5,000 293,350 - 293,350
Dana Corp. 62,000 - 62,000 575,980 - 575,980
Genuine Parts Co. 27,000 - 27,000 863,190 - 863,190
Lear Corp. - 88,100 88,100 - 3,501,094 3,501,094
Myers Industries, Inc. 12,500 - 12,500 125,500 - 125,500
O' Reilly Automotive, Inc. 10,000 - 10,000 296,600 - 296,600
Beverages Coca-Cola Co. 8,000 - 8,000 323,200 - 323,200
Constellation Brands, Inc. Cl-A - 125,500 125,500 - 3,364,655 3,364,655
PepsiAmericas, Inc. 90,000 - 90,000 1,124,100 - 1,124,100
Broadcasting Gray Television, Inc. Cl-B 11,000 - 11,000 121,550 - 121,550
Grupo Televisa SA [ADR] 29,000 - 29,000 879,860 - 879,860
Liberty Media Corp. Cl-A 127,920 - 127,920 1,407,120 - 1,407,120
Media General, Inc. CL-A 7,000 - 7,000 384,720 - 384,720
Meredith Corp. 1,500 - 1,500 64,830 - 64,830
News Corp. Ltd. [ADR] 34,000 - 34,000 797,640 - 797,640
Scripps, (E.W.) Co. CI-A 21,000 - 21,000 1,664,250 - 1,664,250
UnitedGlobalCom, Inc. Cl-A 40,000 - 40,000 154,000 - 154,000
Building Materials American Standard Companies, Inc. - 36,400 36,400 - 2,591,316 2,591,316
Business Services Bearingpoint, Inc. - 361,200 361,200 - 2,951,004 2,951,004
Manpower, Inc. - 146,300 146,300 - 4,810,344 4,810,344
Viad Corp. - 155,500 155,500 - 3,127,105 3,127,105
Cable Television Adelphia Communications Corp. Cl-A 10,000 - 10,000 1,800 - 1,800
Cablevision Systems New York Group Cl-A 75,000 - 75,000 1,681,500 - 1,681,500
Comcast Corp. Cl-A 25,000 - 25,000 797,750 - 797,750
Rogers Communications, Inc. Cl-B 30,000 - 30,000 393,600 - 393,600
Telewest Communications PLC [ADR] 3,000 - 3,000 23,700 - 23,700
Young Broadcasting, Inc. Cl-A 10,000 - 10,000 168,100 - 168,100
Chemicals Great Lakes Chemical Corp. 25,000 - 25,000 614,000 - 614,000
Hercules, Inc. 45,000 - 45,000 456,750 - 456,750
Clothing & Apparel Liz Claiborne, Inc. - 98,100 98,100 - 3,191,193 3,191,193
Payless ShoeSource, Inc. - 161,400 161,400 - 2,559,804 2,559,804
Wolverine World Wide, Inc. 2,000 - 2,000 36,880 - 36,880
Computer Hardware Hewlett-Packard Co. 21,351 - 21,351 348,021 - 348,021
Computer Services & Software Computer Associates International, Inc. - 206,900 206,900 - 3,360,056 3,360,056
EMC Corp. 30,000 - 30,000 272,700 - 272,700
Microsoft Corp. 2,000 - 2,000 51,140 - 51,140
Tech Data Corp. - 69,400 69,400 - 1,665,600 1,665,600
Conglomerates Altria Group, Inc. 15,000 - 15,000 461,400 - 461,400
Cendant Corp. 36,600 - 36,600 522,648 - 522,648
Honeywell International, Inc. 46,500 - 46,500 1,097,400 - 1,097,400
ITT Industries, Inc. 2,000 - 2,000 116,600 - 116,600
Johnson Controls, Inc. - 15,300 15,300 - 1,258,272 1,258,272
Tyco International Ltd. 2,000 - 2,000 31,200 - 31,200
Consumer Products & Services ANC Rental Corp. 5,000 - 5,000 200 - 200
Energizer Holdings, Inc. 40,000 - 40,000 1,152,800 - 1,152,800
Gallaher Group PLC [ADR] 11,000 - 11,000 416,680 - 416,680
Gillette Co. 30,000 - 30,000 913,500 - 913,500
International Flavors & Fragrances, Inc. 1,000 - 1,000 31,780 - 31,780
Mattel, Inc. 28,000 - 28,000 608,720 - 608,720
Procter & Gamble Co. 10,000 - 10,000 898,500 - 898,500
Rayovac Corp. 9,200 - 9,200 95,680 - 95,680
Regis Corp. - 25,300 25,300 - 716,749 716,749
USA Interactive 1,000 - 1,000 29,950 - 29,950
Electronic Components & Equipment Agere Systems, Inc. Cl-A 776 - 776 1,389 - 1,389
Agere Systems, Inc. Cl-B 78,732 - 78,732 134,632 - 134,632
AMETEK, Inc. 3,000 - 3,000 113,100 - 113,100
Cooper Industries Ltd. Cl-A 27,000 - 27,000 1,001,700 - 1,001,700
CTS Corp. 40,000 - 40,000 334,000 - 334,000
Eastman Kodak Co. 10,000 - 10,000 299,100 - 299,100
General Motors Corp. Cl-H 30,000 - 30,000 354,000 - 354,000
Molex, Inc. 10,000 - 10,000 203,000 - 203,000
Thomas & Betts Corp. 20,000 - 20,000 316,200 - 316,200
Vishay Intertechnology, Inc. - 148,500 148,500 - 1,856,250 1,856,250
Entertainment & Leisure AOL Time Warner, Inc. 48,000 - 48,000 656,640 - 656,640
Brunswick Corp. - 124,500 124,500 - 2,717,835 2,717,835
Disney, (Walt) Co. 55,000 - 55,000 1,026,300 - 1,026,300
Dover Downs Gaming & Entertainment, Inc. 10,000 - 10,000 99,400 - 99,400
Dover Motorsports, Inc. 5,000 - 5,000 16,750 - 16,750
Gaylord Entertainment Co. Cl-A 15,600 - 15,600 324,636 - 324,636
World Wrestling Entertainment, Inc. 14,000 - 14,000 127,120 - 127,120
Environmental Services Republic Services, Inc. 20,000 - 20,000 429,200 - 429,200
Financial - Bank & Trust Bank of New York Co., Inc. 16,000 - 16,000 423,200 - 423,200
Charter One Financial, Inc. - 95,100 95,100 - 2,762,655 2,762,655
City National Corp. - 39,400 39,400 - 1,622,098 1,622,098
Comerica, Inc. - 46,500 46,500 - 2,023,215 2,023,215
FleetBoston Financial Corp. 1,900 - 1,900 50,388 - 50,388
GreenPoint Financial Corp. - 57,900 57,900 - 2,765,304 2,765,304
North Fork Bancorporation, Inc. - 102,700 102,700 - 3,323,372 3,323,372
Southtrust Corp. - 95,200 95,200 - 2,557,167 2,557,167
TCF Financial Corp. - 71,700 71,700 - 2,839,320 2,839,320
Financial Services AMBAC Financial Group, Inc. - 51,150 51,150 - 2,984,603 2,984,603
American Express Co. 37,000 - 37,000 1,400,820 - 1,400,820
BKF Capital Group, Inc. 3,000 - 3,000 50,850 - 50,850
CIT Group, Inc. - 99,500 99,500 - 2,026,815 2,026,815
Doral Financial Corp. - 24,500 24,500 - 980,245 980,245
Federated Investors, Inc. - 63,400 63,400 - 1,730,186 1,730,186
IndyMac Bancorp, Inc. - 155,600 155,600 - 3,466,768 3,466,768
J.P. Morgan Chase & Co. 7,000 - 7,000 205,450 - 205,450
Lehman Brothers Holdings, Inc. 2,500 - 2,500 157,425 - 157,425
Mellon Financial Corp. 2,000 - 2,000 52,900 - 52,900
Merrill Lynch & Co., Inc. 8,600 - 8,600 353,030 - 353,030
Schwab, (Charles) Corp. 20,000 - 20,000 172,600 - 172,600
Food Campbell Soup Co. 25,000 - 25,000 550,750 - 550,750
Dean Foods Co. - 20,100 20,100 - 874,953 874,953
Del Monte Foods Co. 11,165 71,300 82,465 88,762 566,835 655,597
Diageo PLC [ADR] 26,000 - 26,000 1,157,260 - 1,157,260
Flowers Foods, Inc. 24,000 - 24,000 679,200 - 679,200
General Mills, Inc. 14,000 - 14,000 631,540 - 631,540
Heinz, (H.J.) Co. 25,000 - 25,000 747,000 - 747,000
Kellogg Co. 29,000 - 29,000 949,460 - 949,460
McCormick & Co., Inc. 16,000 - 16,000 396,640 - 396,640
Ralcorp Holdings, Inc. 1,000 - 1,000 24,900 - 24,900
Sensient Technologies Corp. 24,000 - 24,000 530,400 - 530,400
Weis Markets, Inc. 6,000 - 6,000 191,760 - 191,760
Wrigley, (Wm., Jr.) Co. 6,000 - 6,000 340,260 - 340,260
Healthcare Services Anthem, Inc. - 45,300 45,300 - 3,109,392 3,109,392
DaVita, Inc. - 151,800 151,800 - 3,130,116 3,130,116
Laboratory Corp. of America Holdings - 95,000 95,000 - 2,798,700 2,798,700
Lincare Holdings, Inc. - 100,000 100,000 - 3,037,000 3,037,000
Omnicare, Inc. - 158,700 158,700 - 4,208,724 4,208,724
Quest Diagnostics, Inc. - 42,100 42,100 - 2,515,475 2,515,475
Tenet Healthcare Corp. - 110,800 110,800 - 1,644,272 1,644,272
Triad Hospitals, Inc. - 103,800 103,800 - 2,284,638 2,284,638
Universal Health Services, Inc. Cl-B - 55,400 55,400 - 2,142,318 2,142,318
Hotels & Motels Hilton Hotels Corp. 8,000 - 8,000 106,560 - 106,560
Industrial Products Crane Co. 25,000 - 25,000 488,250 - 488,250
Mohawk Industries, Inc. - 61,600 61,600 - 3,416,952 3,416,952
Precision Castparts Corp. 15,000 - 15,000 415,350 - 415,350
SPX Corp. - 95,300 95,300 - 3,221,140 3,221,140
Insurance Alleghany Corp. 1,530 - 1,530 260,069 - 260,069
Allstate Corp. 7,000 - 7,000 264,530 - 264,530
Leucadia National Corp. 2,000 - 2,000 76,200 - 76,200
Loews Corp. - 62,900 62,900 - 2,595,883 2,595,883
PartnerRe Ltd. - 72,200 72,200 - 3,862,700 3,862,700
PMI Group, Inc. - 95,600 95,600 - 2,946,392 2,946,392
Principal Financial Group, Inc. - 79,600 79,600 - 2,316,360 2,316,360
Radian Group, Inc. - 91,200 91,200 - 3,620,640 3,620,640
RenaissanceRe Holdings Ltd. - 83,400 83,400 - 3,693,786 3,693,786
UnumProvident Corp. 2,500 - 2,500 28,750 - 28,750
Wellchoice, Inc. - 97,600 97,600 - 2,078,880 2,078,880
XL Capital Ltd. Cl-A - 42,100 42,100 - 3,464,830 3,464,830
Machinery & Equipment Deere & Co. 9,000 - 9,000 396,270 - 396,270
Gencorp, Inc. 12,000 - 12,000 91,200 - 91,200
SPS Technologies, Inc. 24,000 - 24,000 633,120 - 633,120
Tennant Co. 2,500 - 2,500 82,525 - 82,525
Medical Supplies & Equipment Apogent Technologies, Inc. 5,000 - 5,000 85,900 - 85,900
Baxter International, Inc. 1,000 - 1,000 23,000 - 23,000
Invitrogen Corp. 8,000 - 8,000 261,600 - 261,600
Owens & Minor, Inc. 1,000 - 1,000 18,600 - 18,600
Sybron Dental Specialties, Inc. 30,000 - 30,000 610,500 - 610,500
Office Equipment Office Depot, Inc. - 225,000 225,000 - 2,848,500 2,848,500
Pitney Bowes, Inc. - 13,100 13,100 - 459,941 459,941
Oil & Gas Apache Corp. - 20,748 20,748 - 1,187,823 1,187,823
Baker Hughes, Inc. 2,000 - 2,000 56,000 - 56,000
Devon Energy Corp. 2,840 45,581 48,421 134,190 2,153,721 2,287,911
El Paso Corp. 22,000 - 22,000 165,000 - 165,000
ENSCO International, Inc. 4,500 - 4,500 114,300 - 114,300
Equitable Resources, Inc. 2,000 49,000 51,000 76,840 1,882,580 1,959,420
Exxon Mobil Corp. 6,000 - 6,000 211,200 - 211,200
Halliburton Co. 10,000 - 10,000 214,100 - 214,100
National Fuel Gas Co. 20,000 - 20,000 469,200 - 469,200
ONEOK, Inc. 6,000 - 6,000 113,820 - 113,820
Pioneer Natural Resources Co. - 96,900 96,900 - 2,317,848 2,317,848
Questar Corp. 5,600 - 5,600 169,120 - 169,120
Sunoco, Inc. - 90,500 90,500 - 3,367,505 3,367,505
Watts Industries, Inc. 20,000 - 20,000 327,000 - 327,000
XTO Energy, Inc. - 89,700 89,700 - 1,749,150 1,749,150
Paper & Forest Products International Paper Co. 2,000 - 2,000 71,500 - 71,500
MeadWestvaco Corp. 18,000 - 18,000 424,620 - 424,620
Schweitzer-Mauduit International, Inc. 5,000 - 5,000 109,450 - 109,450
Pharmaceuticals Bristol-Meyers Squibb Co. 26,000 - 26,000 664,040 - 664,040
IVAX Corp. 10,000 - 10,000 160,700 - 160,700
Pfizer, Inc. 12,500 - 12,500 384,375 - 384,375
Wyeth 2,000 - 2,000 87,060 - 87,060
Printing & Publishing Gemstar-TV Guide International, Inc. 25,000 - 25,000 100,250 - 100,250
Journal Register Co. 9,000 - 9,000 159,390 - 159,390
Knight-Ridder, Inc. 8,000 - 8,000 516,400 - 516,400
Nelson, (Thomas), Inc. 7,500 - 7,500 69,375 - 69,375
PRIMEDIA, Inc. 110,000 - 110,000 286,000 - 286,000
Pulitzer, Inc. 15,500 - 15,500 722,765 - 722,765
Readers Digest Association, Inc. 17,080 - 17,080 204,960 - 204,960
Tribune Co. 32,000 - 32,000 1,567,360 - 1,567,360
Washington Post Co. Cl-B 500 - 500 364,500 - 364,500
Railroads CSX Corp. - 74,400 74,400 - 2,379,312 2,379,312
Restaurants Brinker International, Inc. - 60,000 60,000 - 1,905,000 1,905,000
Retail & Merchandising Foot Locker, Inc. - 311,200 311,200 - 3,423,200 3,423,200
May Department Stores Co. - 82,800 82,800 - 1,790,136 1,790,136
Pier 1 Imports, Inc. - 120,000 120,000 - 2,227,200 2,227,200
The Neiman Marcus Group, Inc. Cl-A 22,000 - 22,000 705,100 - 705,100
Semiconductors Texas Instruments, Inc. 46,000 - 46,000 850,540 - 850,540
Telecommunications Alltel Corp. 9,000 - 9,000 421,740 - 421,740
AT &T Corp. 18,000 - 18,000 306,900 - 306,900
AT &T Wireless Services, Inc. 80,000 - 80,000 516,800 - 516,800
BroadWing, Inc. 135,000 - 135,000 625,050 - 625,050
BT Group PLC [ADR] 10,000 - 10,000 290,700 - 290,700
CenturyTel, Inc. 20,000 - 20,000 589,000 - 589,000
Corning, Inc. 155,000 - 155,000 840,100 - 840,100
Deutsche Telekom AG [ADR] 22,001 - 22,001 294,813 - 294,813
France Telecom SA [ADR] 6,000 - 6,000 139,680 - 139,680
Lucent Technologies, Inc. 217,000 - 217,000 390,600 - 390,600
MMO2 PLC [ADR] 80,000 - 80,000 708,800 - 708,800
Motorola, Inc. 25,000 - 25,000 197,750 - 197,750
Nextel Communications, Inc. Cl-A 70,000 - 70,000 1,035,301 - 1,035,301
Ntl Europe, Inc. 297 - 297 18 - 18
Ntl, Inc.-Warrants 347 - 347 312 - 312
Price Communications Corp. 10,000 - 10,000 122,100 - 122,100
Qwest Communications International, Inc. 150,000 - 150,000 565,500 - 565,500
Rogers Wireless Communications, Inc. Cl-B 25,000 - 25,000 324,000 - 324,000
Rural Cellular Corp. 27,000 - 27,000 32,400 - 32,400
Sprint Corp. 60,000 - 60,000 690,600 - 690,600
Sprint Corp. (PCS Group) 50,000 - 50,000 175,000 - 175,000
Telephone & Data Systems, Inc. 15,000 - 15,000 646,350 - 646,350
United States Cellular Corp. 12,000 - 12,000 288,600 - 288,600
Verizon Communications, Inc. 20,000 - 20,000 747,600 - 747,600
Western Wireless Corp. Cl-A 10,000 - 10,000 61,200 - 61,200
Transportation GATX Corp. 27,000 - 27,000 508,680 508,680
Teekay Shipping Corp. - 68,000 68,000 - 2,580,600 2,580,600
Utilities Allegheny Energy, Inc. 10,000 - 10,000 83,000 - 83,000
Aquila, Inc. 12,000 - 12,000 33,360 - 33,360
CH Energy Group, Inc. 2,900 - 2,900 121,945 - 121,945
Cinergy Corp. 8,100 - 8,100 276,534 - 276,534
Cleco Corp. 5,600 - 5,600 84,000 - 84,000
Constellation Energy Group, Inc. 22,000 - 22,000 644,160 - 644,160
DQE, Inc. 35,000 - 35,000 476,000 - 476,000
DTE Energy Co. 2,001 - 2,001 80,680 - 80,680
El Paso Electric Co. 20,000 - 20,000 226,800 - 226,800
Energy East Corp. - 45,200 45,200 - 823,544 823,544
Entergy Corp. - 18,600 18,600 - 866,946 866,946
Exelon Corp. 2,000 49,762 51,762 106,080 2,639,376 2,745,456
FPL Group, Inc. - 14,600 14,600 - 888,702 888,702
Great Plains Energy, Inc. 8,800 - 8,800 230,296 - 230,296
Mirant Corp. 65,000 - 65,000 215,150 - 215,150
NiSource, Inc. 4,000 - 4,000 75,600 - 75,600
NUI Corp. 2,400 - 2,400 33,768 - 33,768
Pepco Holdings, Inc. - 76,200 76,200 - 1,309,116 1,309,116
PPL Corp. - 32,200 32,200 - 1,165,640 1,165,640
Public Service Enterprise Group, Inc. 3,000 - 3,000 115,410 - 115,410
Sierra Pacific Resources 40,000 - 40,000 147,600 - 147,600
SJW Corp. 1,500 - 1,500 126,750 - 126,750
Teco Energy, Inc. 35,000 - 35,000 377,650 - 377,650
UIL Holdings Corp. 2,000 - 2,000 72,220 - 72,220
Unisource Energy Corp. 3,000 - 3,000 53,490 - 53,490
Westar Energy, Inc. 48,000 - 48,000 674,880 - 674,880
Wisconsin Energy Corp. 12,300 - 12,300 323,859 - 323,859
Xcel Energy, Inc. 20,000 - 20,000 270,400 - 270,400
TOTAL COMMON STOCK
----------------------------------------------------------------------------------------------------------------------------------
(COST $74,967,461, $163,698,278, & $238,665,739 RESPECTIVELY) 3,990,540 6,237,141 10,227,681 65,678,757 165,750,131 231,428,888
----------------------------------------------------------------------------------------------------------------------------------
FOREIGN STOCK
Medical Supplies & Equipment Mettler-Toledo International, Inc. -- (CHF) - 56,300 56,300 - 1,998,650 1,998,650
Oil & Gas Talisman Energy, Inc. -- (CAD) - 63,600 63,600 - 2,537,004 2,537,004
Railroads Canadian National Railway Co. -- (CAD) - 48,700 48,700 - 2,368,281 2,368,281
TOTAL FOREIGN STOCK
----------------------------------------------------------------------------------------------------------------------------------
(COST $0, $6,714,359, & $6,714,359 RESPECTIVELY) - 168,600 168,600 - 6,903,935 6,903,935
----------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS
Registered Investment Companies
Temporary Investment Cash Fund 219,482 9,174,075 9,393,557 219,482 9,174,075 9,393,557
Temporary Investment Fund 219,481 - 219,481 219,481 - 219,481
----------------------------------------------------------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS 438,963 9,174,075 9,613,038 438,963 9,174,075 9,613,038
----------------------------------------------------------------------------------------------------------------------------------
(COST $438,963, $9,174,075, & $9,613,038 RESPECTIVELY)
INVESTMENT OF CASH COLLATERAL FOR SECURITIES LOANED
Certificates of Deposits
American Express Centurion 1.34% 1/27/2004 379 1,275 1,654 379,489 1,275,082 1,654,571
Bear Stearns Co., Inc. 1.37% 1/16/2004 1,212 2,168 3,380 1,212,481 2,168,481 3,380,962
Bear Stearns Co., Inc. 1.43% 1/15/2004 96 172 268 95,691 172,245 267,936
Dresdner Bank 1.78% 10/6/2003 30 3,363 3,393 29,712 3,363,388 3,393,100
Goldman Sachs Group, Inc. 1.30% 3/8/2004 120 30 150 119,567 29,593 149,160
KBC Bank 1.26% 5/1/2003 982 1,462 2,444 981,979 1,461,700 2,443,679
Merrill Lynch & Co., Inc. 1.48% 5/1/2003 3,000 2,067 5,067 3,000,411 2,066,683 5,067,094
Morgan Stanley Dean Witter Corp. 1.33% 11/7/2003 1,608 2,576 4,184 1,607,912 2,575,833 4,183,745
Morgan Stanley Dean Witter Corp. 1.59% 11/10/2003 611 - 611 610,582 - 610,582
National City Bank 1.59% 11/10/2003 - 6,442 6,442 - 6,441,686 6,441,686
----------------------------------------------------------------------------------------------------------------------------------
8,038 19,555 27,593 8,037,824 19,554,691 27,592,515
----------------------------------------------------------------------------------------------------------------------------------
Commercial Paper
Concord Minutemen Capital 1.27% 5/15/2003 396 - 396 396,205 - 396,205
Enterprise Funding Corp. 1.27% 5/15/2003 750 235 985 750,214 235,091 985,305
Fairway Finance Corp. 1.27% 5/15/2003 155 - 155 154,779 - 154,779
Lexington Parker Capital Corp. 1.27% 5/22/2003 276 - 276 276,042 90,878 366,920
Sheffield Receivables Corp. 1.27% 5/20/2003 - 3,401 3,401 - 3,401,023 3,401,023
----------------------------------------------------------------------------------------------------------------------------------
1,577 3,636 5,213 1,577,240 3,726,992 5,304,232
----------------------------------------------------------------------------------------------------------------------------------
Non-Registered Investment Companies
Institutional Money Market Trust 8,538 4,937 13,475 8,537,504 4,936,980 13,474,484
----------------------------------------------------------------------------------------------------------------------------------
Total Investment of Cash Collateral for Securities Loaned
(COST $18,152,568, $28,218,663, & $46,371,231 RESPECTIVELY) 18,153 28,128 46,281 18,152,568 28,218,663 46,371,231
----------------------------------------------------------------------------------------------------------------------------------
Total Investments
(COST $93,558,992, $207,805,375, & $301,364,367 RESPECTIVELY) 84,270,288 210,046,804 294,317,092
Liabilities in Excess of Other Assets (18,090,772) (27,061,471) (45,152,243)
--------------------------------------------------------------------
Net Assets $ 66,179,516 $ 182,985,333 $ 249,164,849
--------------------------------------------------------------------
Note: There are no adjustments to portfolio securities or other portfolio assets and liabilities as of the date of these pro forma financial statements.
See Notes to Pro Forma Financial Statements.
Definition of Abbreviations and Annotations
- ----------------------------------------------------------------------------------------------------------------------
The following abbreviations are used throughout the Schedules of Investments:
Security Descriptions: Countries/Currencies:
ADR-American Depositary Receipt CAD-Canada/Canadian Dollar
CHF-Switzerland/Swiss Franc
AMERICAN SKANDIA ADVISOR FUNDS, INC.
PRO FORMA STATEMENT OF ASSETS AND LIABILITIES
April 30, 2003
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------
Pro Forma
ASAF Combined ASAF
ASAF Gabelli Neuberger Berman Neuberger-Berman
All-Cap Value Mid-Cap Value Adjustments Mid-Cap Value
---------------------------------------------------- ---------------
Assets
Investments in securities at value (A), Including Securities Loaned at Value (B) 84,270,288 $ 210,046,804 $ $ 294,317,092
Cash - 1,523,129 1,523,129
Receivable for:
Securities sold 235,411 504,655 740,066
Dividends and interest 87,876 81,172 169,048
Future Variation Margin - - -
Fund shares sold 48,817 235,378 284,195
Unrealized appreciation on foreign curreny exchange contracts - - -
Receivable from Investment Manager - - -
Prepaid Expenses 21,867 25,601 47,468
----------------- ----------------- ------------ ------------
Total Assets 84,664,259 212,416,739 - 297,080,998
------------------ ----------------- ------------ ------------
Liabilities
Cash overdraft - - -
Payable to Investment Manager 27,999 100,766 128,765
Payable upon return of securities lent 18,152,568 28,218,663 46,371,231
Payable for:
Securities purchased 107,077 542,045 649,122
Fund shares redeemed 69,438 258,857 328,295
Futures Variation Margin - - -
Distribution Fees 44,215 127,894 172,109
Accrued expenses and other liabilities 83,446 183,181 266,627
----------------- ----------------- ------------ ------------
Total Liabilities 18,484,743 29,431,406 - 47,916,149
------------------ ----------------- ------------ ------------
Net Assets 66,179,516 $ 182,985,333 - $ 249,164,849
================== ================= ============ ============
Components of Net Assets
Common stock (unlimited number of shares authorized, $.001 par
value per share) 7,957 $ 13,665 $ $ 21,622
Additional paid-in capital 84,979,854 187,373,621 272,353,475
Undistributed net investment income (loss) (113,773) (912,909) (1,026,682)
Accumulated net realized gain (loss) on investments (9,405,818) (5,730,473) (15,136,291)
Accumulated net unrealized appreciation (depreciation) on investments (9,288,704) 2,241,429 (7,047,275)
------------------ ----------------- ------------ ------------
Net Assets 66,179,516 $ 182,985,333 - $ 249,164,849
================== ================= ============ ============
(A) Investments at cost 93,558,992 $ 207,805,375 - $ 301,364,367
================== ================= ============ ============
(B) Securities Loaned at Value 17,380,641 $ 27,044,760 - 44,425,401
================== ================= ============ ============
Pro Forma
ASAF Combined ASAF
ASAF Gabelli Neuberger Berman Neuberger-Berman
All-Cap Value Mid-Cap Value Adjustments Mid-Cap Value
---------------------------------------------------- ---------------
NET ASSET VALUE:
Class A: Net Assets 19,451,138 44,410,445 63,861,583
Shares Outstanding 2,318,314 3,263,535 (889,134)* 4,692,715
Net Asset Value
Per Share 8.39 13.61 13.61
Class B: Net Assets 27,519,711 87,030,737 114,550,448
Shares Outstanding 3,320,416 6,531,330 (1,255,922)* 8,595,824
Net Asset Value
Per Share 8.29 13.33 13.33
Class C: Net Assets 15,313,925 34,961,172 50,275,097
Shares Outstanding 1,848,097 2,623,202 (699,265)* 3,772,034
Net Asset Value
Per Share 8.29 13.33 13.33
Class X: Net Assets 3,894,742 16,582,979 20,477,721
Shares Outstanding 470,087 1,247,034 (177,249)* 1,539,872
Net Asset Value
Per Share 8.29 13.30 13.30
*Reflects the change in shares of Gabelli All-Cap Value upon conversion to
Neuberger Berman Mid-Cap Value.
- ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
See Notes to Pro Forma Financial Statements.
AMERICAN SKANDIA ADVISOR FUNDS, INC.
PRO FORMA STATEMENT OF OPERATIONS
For the Twelve Months Ended April 30, 2003
- -------------------------------------------------------------------------------------------------------------------------------------------------
Pro Forma
ASAF Combined ASAF
ASAF Gabelli Neuberger Berman Neuberger-Berman
All-Cap Value Mid-Cap Value Adjustments Mid-Cap Value
---------------------------------------------------- ------------
Investment Income
Interest $ 9,470 $ 19,144 $ 28,614
Dividends 1,277,887 2,433,069 3,710,956
Security Lending 30,623 55,532 86,155
Foreign taxes withheld (13,327) (8,782) (22,109)
------------- ----------- ------------
---------------
Total Investment Income 1,304,653 2,498,963 - 3,803,616
------------- ----------- --------------- ------------
Expenses
Advisory fees 664,734 1,829,806 (35,007)(a) 2,459,533
Shareholder servicing fees 390,331 869,693 (6,638)(b) 1,253,386
Administration and accounting fees 67,955 149,811 (45,988)(c) 171,778
Custodian fees (1,592) (2,323) 883 (d) (3,032)
Distribution Fees - Class A 93,173 235,188 328,361
Distribution Fees - Class B 301,331 995,477 1,296,808
Distribution Fees - Class C 170,981 387,105 558,086
Distribution Fees - Class X 41,056 180,143 221,199
Legal Fees 2,813 7,812 10,625
Audit Fees 6,751 19,791 (1,013)(e) 25,529
Directors Fees 4,307 12,877 17,184
Registration Fees 52,766 68,735 (48,545)(f) 72,956
Printing and Postage Expenses 56,855 166,530 (2,843)(g) 220,542
Pricing Fees 16,983 3,936 (16,983)(h) 3,936
Miscellaneous expenses 7,212 14,797 22,009
------------- ----------- --------------- ------------
Total Expenses 1,875,656 4,939,378 (156,134) 6,658,900
Less: Expense Reimbursements (324,423) (396,778) 156,134 (i) (565,067)
------------- ----------- --------------- ------------
Net Expenses 1,551,233 4,542,600 - 6,093,833
------------- ----------- --------------- ------------
Net Investment Income (Loss) (246,580) (2,043,637) - (2,290,217)
------------- ----------- --------------- ------------
Realized and Unrealized Gain (Loss) on
Investments
Net realized gain (loss) on:
Securities (8,171,495) (9,966,035) (18,137,530)
Futures Contracts - - -
Written Options Contracts - - -
Swap Agreements - - -
Foreign currency transactions - - -
-----------
------------- --------------- ------------
Net Realized Gain (Loss) (8,171,495) (9,966,035) (18,137,530)
------------- ----------- --------------- ------------
Net change in unrealized appreciation (depreciation) on:
Securities (6,862,513) (22,723,804) (29,586,317)
Futures Contracts - - -
Written Options Contracts - - -
Swap Agreements - - -
Translation of assets and liabilities denominated - - -
in foreign currencies - - -
----------- ------------
------------- ---------------
Net change in unrealized appreciation (depreciation) (6,862,513) (22,723,804) (29,586,317)
------------- ----------- --------------- ------------
---------------
Net gain (loss) on investments (15,034,008) (32,689,839) (47,723,847)
------------- ----------- --------------- ------------
Net Increase (Decrease) in Net Assets Resulting
from Operations $ (15,280,588) $ (34,733,476) - $ (50,014,064)
============= =========== =============== ============
- -------------------------------------------------------------------------------------------------------------------------------------------------
(a) Reflects savings in advisory fees from the lower advisory fee rate of the acquiring Fund.
(b) Reflects savings in shareholder servicing fees from the consolidation of Fund shareholder accounts.
(c) Reflects savings in administration and accounting fees from the consolidation of Fund assets.
(d) Reflects savings in transaction-based custody fees from the consolidation of Fund assets.
(e) Reflects savings in audit fees from the elimination of the audit of one Fund.
(f) Reflects savings in state registration fees from the consolidation of Fund assets.
(g) Reflects savings in printing expense from the elimination of one Fund.
(h) Reflects savings in securities valuation fees from the consolidation of Fund assets.
(i) Reflects a reduction of total Fund operating expenses in excess of the consolidated Fund's expense limitation.
See Notes to Pro Forma Financial Statements.
AMERICAN SKANDIA ADVISOR FUNDS, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
April 30, 2003
(Unaudited)
1. ORGANIZATION
American Skandia Advisor Funds, Inc. (the "Company") is an open-end management investment company,
registered under the Investment Company Act of 1940, as amended. The Company was organized on March
5, 1997 as a Maryland Corporation. The Company operates as a series company and, at April 30, 2003,
consisted of 29 diversified and 2 non-diversified investment portfolios. The following Notes and the
accompanying financial statements pertain to the combination of ASAF Gabelli All-Cap Value Fund and the
ASAF Neuberger Berman Mid-Cap Value Fund (the "Funds"). These Notes should be read in conjunction with
the financial statements of ASAF Neuberger Berman Mid-Cap Value Fund.
2. SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements utilize the pooling of interests accounting method to show the
combination of the two Funds. In this method, the combined Statement of Assets and Liabilities is
constructed by the addition of these statements of each Fund. ASAF Neuberger Berman Mid-Cap Value Fund will be
the surviving entity of the business combination. It is intended that the combination will result in a tax-free
reorganization of the Funds.
The following accounting policies are in conformity with generally accepted accounting principles in the
United States of America. Such policies are consistently followed by the Funds in the preparation of their
financial statements. The preparation of financial statements requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial statements. Actual results
could differ from those estimates.
Security Valuation
Fund 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 Official Closing 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 that mature in less than 60 days are valued at amortized cost (or market value 60
days prior to maturity). 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. Amortized cost reflects
market value.
Securities for which market quotations are not readily available are valued at fair value as determined in
accordance with procedures adopted by the Board of Directors. At April 30, 2003, there were no securities
valued in accordance with such procedures.
Foreign Currency Translation
Fund securities and other assets and liabilities denominated in foreign currencies are converted each
business day into U.S. dollars based on the prevailing rates of exchange. Purchases and sales of portfolio
securities and income and expenses are converted into U.S. dollars on the respective dates of such
transactions.
Gains and losses resulting from changes in exchange rates applicable to foreign equity securities are not
reported separately from gains and losses arising from movements in securities prices.
Net realized foreign exchange gains and losses include gains and losses from sales and maturities of
foreign currency exchange contracts, gains and losses realized between the trade and settlement dates of
foreign securities transactions, and the difference between the amount of net investment income accrued
on foreign securities and the U.S. dollar amount actually received. Net unrealized foreign exchange gains
and losses include gains and losses from changes in the value of assets and liabilities other than portfolio
securities, resulting from changes in exchange rates.
Foreign Currency Exchange Contracts
A foreign currency exchange contract ("FCEC") is a commitment to purchase or sell a specified amount of a
foreign currency at a specified future date, in exchange for either a specified amount of another foreign
currency or U.S. dollars.
FCECs are valued at the forward exchange rates applicable to the underlying currencies, and changes in
market value are recorded as unrealized gains and losses until the contract settlement date.
Risks could arise from entering into FCECs if the counterparties to the contracts were unable to meet the
terms of their contracts. In addition, the use of FCECs may not only hedge against losses on securities
denominated in foreign currency, but may also reduce potential gains on securities from favorable
movements in exchange rates.
Futures Contracts and Options
A financial futures contract calls for delivery of a particular security at a specified price and future date. The
seller of the contract agrees to make delivery of the type of security called for in the contract and the buyer
agrees to take delivery at a specified future date. Such contracts require an initial margin deposit, in cash or
cash equivalents, equal to a certain percentage of the contract amount. Subsequent payments (variation
margin) are made or received by the Fund each day, depending on the daily change in the value of the
contract. Futures contracts are valued based on their quoted daily settlement prices. Fluctuations in value
are recorded as unrealized gains and losses until such time that the contracts are terminated.
An option is a right to buy or sell a particular security or derivative instruments at a specified price within a
limited period of time. The buyer of the option, in return for a premium paid to the seller, has the right to buy
(in the case of a call option) or sell (in the case of a put option) the underlying security of the contract. The
premium received in cash from writing options is recorded as an asset with an equal liability that is adjusted
to reflect the options' value. The premium received from writing options which expire is recorded as realized
gains. The premium received from writing call and put options which are exercised or closed is offset
against the proceeds or amount paid on the transaction to determine the realized gain or loss. If a put option
is exercised, the premium reduces the cost basis of the security or currency purchased. Options are valued
based on their quoted daily settlement prices.
Risks could arise from entering into futures and written options transactions from the potential inability of
counterparties to meet the terms of their contracts, the potential inability to enter into a closing transaction
because of an illiquid secondary market, and from unexpected movements in interest or exchange rates or
securities values.
Repurchase Agreements
A repurchase agreement is a commitment to purchase government securities from a seller who agrees to
repurchase the securities at an agreed-upon price and date. The excess of the resale price over the
purchase price determines the yield on the transaction. Under the terms of the agreement, the market value,
including accrued interest, of the government securities will be at least equal to their repurchase price.
Repurchase agreements are recorded at cost, which, combined with accrued interest, approximates market
value.
Repurchase agreements entail a risk of loss in the event that the seller defaults on its obligation to
repurchase the securities. In such case, the Portfolio may be delayed or prevented from exercising its right to
dispose of the securities.
Securities Loans
Each Fund may lend securities for the purpose of realizing additional income. All securities loans are
collateralized by cash or securities issued or guaranteed by the U.S. Government or its agencies. The value
of the collateral is at least equal to the market value of the securities lent. However, due to market
fluctuations, the value of the securities lent may exceed the value of the collateral. On the next business day,
the collateral is adjusted based on the prior day's market fluctuations and the current day's lending activity.
Interest income from lending activity is determined by the amount of interest earned on collateral, less any
amounts payable to the borrowers of the securities and the lending agent.
Lending securities involves certain risks, including the risk that the Fund may be delayed or prevented from
recovering the collateral if the borrower fails to return the securities.
Cash collateral received in connection with securities lending is invested in short-term investments by the
lending agent. These may include the Institutional Money Market Trust, a portfolio of money market securities
advised by BlackRock Capital Management, Inc., or directly in high-quality, short-term instruments with a
maturity date not to exceed 397 days.
Deferred Organization Expenses
The Company bears all costs in connection with its organization. All such costs are amortized on a straight-
line basis over a five-year period beginning on the date of the commencement of operations. Unamortized
organization costs of the surviving entity, if any, are carried over to the merged company. Such costs of the
acquired company, if any, are not carried over and are immediately expensed.
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 Fund's sources. Interest
income is recorded on the accrual basis and includes the accretion of discount and amortization of premium.
Multiple Classes of Shares
Each Fund is divided into Class A, B, C, and X shares. Each class of shares is separately charged its
respective distribution and service fees. Income, and expenses that are not specific to a particular class, and
realized and unrealized gains and losses are allocated to each class based on the daily value of the shares
of each class in relation to the total value of the Fund. Dividends are declared separately for each class and
the per-share amounts reflect differences in class-specific expenses.
Each Portfolio is charged for expenses that are directly attributable to it. Common expenses of the Company
are allocated to the Funds in proportion to their net assets.
Distributions to Shareholders
Distributions to shareholders are recorded on the ex-divided date. Dividends from net investment income
and net realized gains from investments transactions, if any, are declared and paid at least annually by the
Funds.
AMERICAN SKANDIA ADVISOR FUNDS
FILE NOS. 333-108375 & 811-08085
FORM N-14
PART C
OTHER INFORMATION
ITEM 15. Indemnification
Section 2-418 of the General Corporation Law of the State of Maryland provides for indemnification of officers,
directors, employees and agents of a Maryland corporation. With respect to indemnification of the officers and directors of the
Registrant, and of other employees and agents to such extent as shall be authorized by the Board of Directors or the By-laws of
the Registrant and be permitted by law, reference is made to Article VIII, Paragraph (a)(5) of the Registrant's Articles of
Incorporation and Article V of the Registrant's By-laws, both filed herewith.
With respect to liability of the Investment Manager to Registrant or to shareholders of ASAF Gabelli All-Cap Value Fund
under the Investment Management Agreements, reference is made to Section 13 of each form of Investment Management Agreement filed
herewith.
With respect to the Sub-Advisors' indemnification under the Sub-Advisory Agreements of the Investment Manager, any
affiliated person within the meaning of Section 2(a)(3) of the Investment Company Act of 1940, as amended (the "ICA"), of the
Investment Manager and each person, if any, who controls the Investment Manager within the meaning of Section 15 of the 1933 Act,
as amended (the "1933 Act"), reference is made to Section 14 of each form of Sub-Advisory Agreement filed herewith.
With respect to Registrant's indemnification of American Skandia Marketing, Incorporated (the "Distributor"), its
officers and directors and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act, and the
Distributor's indemnification of Registrant, its officers and directors and any person who controls Registrant, if any, within the
meaning of the 1933 Act, reference is made to Section 10 of the form of Underwriting and Distribution Agreement filed herewith.
Insofar as indemnification for liability arising under the 1933 Act may be permitted to directors, 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 Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
or expenses incurred or paid by a director, 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 1933 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) and
14(A):
(1) Copies of the charter of the Registrant as now in effect;
(A) Articles of Incorporation of Registrant as filed on March 10, 1997 and Articles of Amendment of
Registrant dated November 11, 2002 previously filed with Post-Effective Amendment No. 23 to Registration
Statement filed on Form N-1A on December 26, 2002.
(2) Copies of the existing by-laws or corresponding instruments of the Registrant;
(A) By-laws of Registrant previously filed with Post-Effective Amendment No. 25 to Registration Statement
filed on Form N-1A on May 9, 2003.
(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 of Incorporation and By-laws of the Registrant filed with Post-Effective Amendment No. 23 to
Registration Statement filed on Form N-1A on December 26, 2002.
(6) Copies of all investment advisory contracts relating to the management of the assets of the Registrant;
(A) Investment Management Agreement between American Skandia Advisor Funds, Inc., and each of Prudential Investments LLC, and
American Skandia Investment Services, Inc. for the ASAF Neuberger Berman Mid-Cap Value Fund was previously filed with
Post-Effective Amendment No. 25 to Registration Statement filed on Form N-1A on May 9, 2003.
(B) Investment Management Agreement between American Skandia Advisor Funds, Inc., and each of Prudential
Investments LLC, and American Skandia Investment Services, Inc. for the ASAF Gabelli All-Cap Value Fund
was previously filed with Post-Effective Amendment No. 25 to Registration Statement filed on Form N-1A
on May 9, 2003.
(C) Sub-Advisory Agreement between American Skandia Investment Services, Incorporated and Prudential
Investments LLC and Neuberger Berman Management Inc.. for the ASAF Neuberger Berman Mid-Cap Value Fund
was previously filed with Post-Effective Amendment No. 25 to Registration Statement filed on Form N-1A
on May 9, 2003.
(D) Sub-Advisory Agreement between American Skandia Investment Services, Incorporated and Prudential
Investments LLC and GAMCO Investors, Inc. for the ASAF Gabelli All-Cap Value Fund was previously filed
with Post-Effective Amendment No. 25 to Registration Statement filed on Form N-1A on May 9, 2003.
(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) Form of Sales Agreement with American Skandia Marketing, Incorporated was previously filed with
Post-Effective Amendment No. 3 to Registration Statement filed on Form N-1A on July 9, 1997.
(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) Form of Custody Agreement between Registrant and PNC Bank was previously filed with Post-Effective Amendment No. 2 to
Registration Statement filed on Form N-1A on June 4, 1997.
(B) Form of Amendment to Custody Agreement between Registrant and PNC Bank was previously filed with Post-Effective Amendment
No. 3 to Registration Statement filed on Form N-1A on June 5, 1998.
(C) Form of Custody Agreement between Registrant and Morgan Stanley Trust Company was previously filed with Post-Effective
Amendment No. 2 to Registration Statement filed on Form N-1A on June 4, 1997.
(D) Form of Foreign Custody Manager Delegation Amendment between Registrant and The Chase Manhattan Bank was previously filed
with Post-Effective Amendment No. 15 to Registration Statement filed on Form N-1A on July 16, 2001.
(E) Form of Amendment to Custody Agreement between Registrant and PFPC Trust Company filed with Post-Effective Amendment No.
10 Registration Statement filed on Form N-1A on March 2, 2000.
(F) Form of Transfer Agency and Service Agreement between Registrant and American Skandia Fund Services, Inc was previously
filed with Post-Effective Amendment No. 17 to Registration Statement filed on Form N-1A on October 11,
2001.
(G) Form of Sub-transfer Agency and Service Agreement between American Skandia Fund Services, Inc. and Boston Financial Data
Services, Inc was previously filed with Post-Effective Amendment No. 20 to Registration Statement filed
on Form N-1A on March 1, 2002.
(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 Distribution and Service Plan for Class A Shares previously filed with Post-Effective
Amendment No. 2 to Registration Statement filed on Form N-1A on June 4, 1997.
(B) Form of Distribution and Service Plan for Class B Shares previously filed with Post-Effective
Amendment No. 2 to Registration Statement filed on Form N-1A on June 4, 1997.
(C) Form of Distribution and Service Plan for Class C Shares previously filed with Post-Effective
Amendment No. 2 to Registration Statement filed on Form N-1A on June 4, 1997.
(D) Form of Distribution and Service Plan for Class X Shares previously filed with Post-Effective
Amendment No. 2 to Registration Statement filed on Form N-1A on June 4, 1997.
(E) Form of Distribution and Service Plan for New Class X Shares previously filed with Post-Effective
Amendment No. 2 to Registration Statement filed on Form N-1A on June 4, 1997.
(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. 24 to Registration
Statement filed on Form N-1A on February 28, 2003.
(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 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) Form of Administration Agreement between Registrant and PFPC Inc. was previously filed with Post-Effective Amendment No.
2 to Registration Statement filed on Form N-1A on June 4, 1997.
(B) Form of Administration Agreement between Registrant and American Skandia Investment Services, Incorporated previously
filed with Post-Effective Amendment No. 12 to Registration Statement filed on Form N-1A on August 22,
2000.
(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 filed herewith.
(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) Powers of Attorney previously filed with Post-Effective Amendment No. 25 to Registration Statement
filed on Form N-1A on May 9, 2003.
(17) Any additional exhibits which the registrant may wish to file.
Not Applicable
Item 17. Undertakings
None
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, American
Skandia Advisor Funds, Inc., has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly
authorized, in the City of Shelton, and State of Connecticut, on the 29th day of October, 2003.
AMERICAN SKANDIA ADVISOR FUNDS, INC.
By: /s/Edward P. Macdonald
----------------------
Edward P. Macdonald
Assistant Secretary
Pursuant to the requirements of 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/ Judy A. Rice* President & Director 10/29/03
- ----------------- ------
Judy A. Rice
/s/ David E.A. Carson* Director 10/29/03
- ---------------------- ------
David E.A. Carson
/s/ Richard G. Davy, Jr. Assistant Treasurer 10/29/03
- ------------------------ ------
Richard G. Davy, Jr.
/s/ Robert E. LaBlanc* Director 10/29/03
- ---------------------- ------
Robert E. LaBlanc
/s/ Douglas H. McCorkindale* Director 10/29/03
- ---------------------------- ------
Douglas H. McCorkindale
/s/ Stephen P. Munn* Director 10/29/03
- -------------------- ------
Stephen P. Munn
/s/Richard A. Redeker* Director 10/29/03
- ---------------------- ------
Richard A. Redeker
/s/Robin B. Smith* Director 10/29/03
- ------------------ ------
Robin B. Smith
/s/Stephen Stoneburn* Director 10/29/03
- --------------------- ------
Stephen Stoneburn
/s/ Clay t. Whitehead* Director 10/29/03
- ---------------------- ------
Clay T. Whitehead
/s/Robert F. Gunia* Director 10/29/03
- ------------------- ------
Robert F. Gunia
*By: /s/ Edward P. Macdonald
-----------------------
Edward P. Macdonald
Assistant Secretary
*Pursuant to Powers of Attorney previously filed.
AMERICAN SKANDIA ADVISOR FUNDS
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
