AMERICAN SKANDIA ADVISOR FUNDS, INC.
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is between American Skandia Investment Services,
Incorporated (the "Investment Manager") and A I M Capital Management, Inc. (the
"Sub-Adviser").
W I T N E S S E T H
WHEREAS, American Skandia Advisor Funds, Inc. (the "Company") is a Maryland
corporation organized with one or more series of shares and is registered as an
open-end management investment company under the Investment Company Act of 1940,
as amended (the "ICA"); and
WHEREAS, the Investment Manager and the Sub-Adviser each is an investment
adviser registered under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"); and
WHEREAS, the Board of Directors of the Company (the "Directors") have engaged
the Investment Manager to act as investment manager for the ASAF AIM
International Equity Fund (the "Fund"), one series of the Company, under the
terms of a management agreement, dated November 1, 1999, with the Company (the
"Management Agreement"); and
WHEREAS, the Investment Manager, acting pursuant to the Management Agreement,
wishes to engage the Sub-Adviser, and the Directors have approved the engagement
of the Sub-Adviser, to provide investment advice and other investment services
set forth below.
NOW, THEREFORE, the Investment Manager and the Sub-Adviser agree as follows:
1. Investment Services. The Sub-Adviser will formulate and implement a
continuous investment program for the Fund conforming to the investment
objective, investment policies and restrictions of the Fund as set forth in the
Prospectus and Statement of Additional Information of the Company as in effect
from time to time (together, the "Registration Statement"), the Articles of
Incorporation and By-laws of the Company, and any investment guidelines or other
instructions received by the Sub-Adviser in writing from the Investment Manager
from time to time. Any amendments to the foregoing documents will not be deemed
effective with respect to the Sub-Adviser until the Sub-Adviser's receipt
thereof. The appropriate officers and employees of the Sub-Adviser will be
available to consult with the Investment Manager, the Company and the Directors
at reasonable times and upon reasonable notice concerning the business of the
Fund, including valuations of securities which are not registered for public
sale, not traded on any securities market or otherwise may be deemed illiquid
for purposes of the ICA; provided it is understood that the Sub-Adviser is not
responsible for daily pricing of the Fund's assets.
Subject to the supervision and control of the Investment Manager, which
in turn is subject to the supervision and control of the Directors, the
Sub-Adviser in its discretion will determine which issuers and securities will
be purchased, held, sold or exchanged by the Fund or otherwise represented in
the Fund's investment portfolio from time to time and, subject to the provisions
of paragraph 3 of this Agreement, will place orders with and give instructions
to brokers, dealers and others for all such transactions and cause such
transactions to be executed. Custody of the Fund will be maintained by a
custodian bank (the "Custodian") and the Investment Manager will authorize the
Custodian to honor orders and instructions by employees of the Sub-Adviser
designated by the Sub-Adviser to settle transactions in respect of the Fund. No
assets may be withdrawn from the Fund other than for settlement of transactions
on behalf of the Fund except upon the written authorization of appropriate
officers of the Company who shall have been certified as such by proper
authorities of the Company prior to the withdrawal.
The Sub-Adviser will not be responsible for the provision of
administrative, bookkeeping or accounting services to the Fund, except as
specifically provided herein, as required by the ICA or the Advisers Act, or as
may be necessary for the Sub-Adviser to supply to the Investment Manager, the
Fund or the Fund's shareholders the information required to be provided by the
Sub-Adviser hereunder. Any records maintained hereunder shall be the property of
the Fund and surrendered promptly upon request.
In furnishing the services under this Agreement, the Sub-Adviser will
use its best efforts to cause the Fund to comply with the Subchapter M
qualification requirements of Section 851(b)(2) and (3) of the Internal Revenue
Code and the regulations promulgated thereunder applicable to the Fund, to the
extent such compliance is within the control of the Sub-Adviser. In addition,
the Sub-Adviser will comply with: (i) the ICA and the regulations promulgated
thereunder; (ii) other applicable provisions of federal law; (iii) the Articles
of Incorporation and By-laws of the Company; (iv) policies and determinations of
the Company and the Investment Manager provided to the Sub-Adviser in writing;
(v) the fundamental and non-fundamental investment policies and restrictions
applicable to the Fund, as set out in the Registration Statement of the Company
as provided to the Sub-Adviser, or as such investment policies and restrictions
from time to time may be amended by the Fund's shareholders or the Directors and
communicated to the Sub-Adviser in writing; (vi) the Registration Statement as
provided to the Sub-Adviser; and (vii) investment guidelines or other
instructions received in writing from the Investment Manager. Notwithstanding
the foregoing, the Sub-Adviser shall have no responsibility to monitor
compliance with limitations or restrictions for which information from the
Investment Manager or its authorized agents is required to enable the
Sub-Adviser to monitor compliance with such limitations or restrictions unless
such information is provided to the Sub-adviser in writing. In conducting these
monitoring activities, the Sub-Adviser shall not be responsible for the accuracy
of any financial information provided to it by the Investment Manager or a
third-party or any information that was derived from such third-party financial
information and, accordingly, shall not be liable for its failure to detect,
prevent or correct any compliance violation to the extent such failure resulted
from the inaccuracy of such third-party financial information unless the
Sub-Adviser knew or reasonably should have known of such inaccuracy. The
Sub-Adviser shall supervise and monitor the activities of its representatives,
personnel and agents in connection with the investment program of the Fund.
Unless the Investment Manager gives the Sub-Adviser written
instructions to the contrary, the Sub-Adviser shall use its good faith judgement
in a manner that it reasonably believes best serves the interests of the Fund's
shareholders to vote or abstain from voting all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio may be
invested.
Nothing in this Agreement shall be implied to prevent the Investment
Manager from engaging other sub-advisers to provide investment advice and other
services to series or portfolios of the Company for which the Sub-Adviser does
not provide such services, or to prevent the Investment Manager from providing
such services itself in relation to such other series or portfolios.
The Sub-Adviser shall be responsible for the preparation and filing of
Schedule 13G and Form 13-F reflecting the Fund's securities holdings. The
Sub-Adviser shall not be responsible for the preparation or filing of any other
reports required of the Fund by any governmental or regulatory agency, except as
expressly agreed in writing.
2. Investment Advisory Facilities. The Sub-Adviser, at its expense, will furnish
all necessary investment facilities, including salaries of personnel, required
for it to execute its duties hereunder.
3. Execution of Fund Transactions. In connection with the investment and
reinvestment of the assets of the Fund, the Sub-Adviser is responsible for the
selection of broker-dealers to execute purchase and sale transactions for the
Fund in conformity with the policy regarding brokerage as set forth in the
Registration Statement, or as the Directors may determine from time to time, as
well as the negotiation of brokerage commission rates with such executing
broker-dealers. Generally, the Sub-Adviser's primary consideration in placing
Fund investment transactions with broker-dealers for execution will be to
obtain, and maintain the availability of, best execution at the best net price
available.
Consistent with this policy, the Sub-Adviser, in selecting
broker-dealers and negotiating brokerage commission rates, will take all
relevant factors into consideration, including, but not limited to: the best
price available; the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the investment performance
of the Fund on a continuing basis. Subject to such policies and procedures as
the Directors may determine, the Sub-Adviser shall have discretion to effect
investment transactions for the Fund through broker-dealers (including, to the
extent permissible under applicable law, broker-dealers affiliated with the
Sub-Adviser) who provide brokerage and/or research services, as such services
are defined in section 28(e) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"), and to cause the Fund to pay any such broker-dealers an amount
of commission for effecting a portfolio investment transaction in excess of the
amount of commission another broker-dealer would have charged for effecting that
transaction, if the Sub-Adviser determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage or research
services provided by such broker-dealer, viewed in terms of either that
particular investment transaction or the Sub-Adviser's overall responsibilities
with respect to the Fund and other accounts as to which the Sub-Adviser
exercises investment discretion (as such term is defined in section 3(a)(35) of
the 1934 Act). Allocation of orders placed by the Sub-Adviser on behalf of the
Fund to such broker-dealers shall be in such amounts and proportions as the
Sub-Adviser shall determine in good faith in conformity with its
responsibilities under applicable laws, rules and regulations. The Sub-Adviser
will submit reports on such allocations to the Investment Manager regularly as
requested by the Investment Manager, in such form as may be mutually agreed to
by the parties hereto, indicating the broker-dealers to whom such allocations
have been made and the basis therefor.
Subject to the foregoing provisions of this paragraph 3 and, if
applicable, legal requirements relating to the use of broker-dealers affiliated
with the Company the Sub-Adviser may also consider sales of shares of the Fund,
or may consider or follow recommendations of the Investment Manager that take
such sales into account, as factors in the selection of broker-dealers to effect
the Fund's investment transactions. Notwithstanding the above, nothing shall
require the Sub-Adviser to use a broker-dealer which provides research services
or to use a particular broker-dealer which the Investment Manager has
recommended.
4. Reports by the Sub-Adviser. The Sub-Adviser shall furnish the Investment
Manager monthly, quarterly and annual reports, as may reasonably be requested by
the Investment Manager concerning the transactions, performance, and compliance
of the Fund so that the Investment Manager may review such matters and discuss
the management of the Fund. The Sub-Adviser shall permit the books and records
maintained with respect to the Fund to be inspected and audited by the Company,
the Investment Manager or their respective agents at all reasonable times during
normal business hours upon reasonable notice. The Sub-Adviser shall immediately
notify both the Investment Manager and the Company of any legal process served
upon it in connection with its activities hereunder, including any legal process
served upon it on behalf of the Investment Manager, the Fund or the Company. The
Investment Manager and the Company shall immediately notify and forward to the
Sub-Adviser any legal process served upon them on behalf of the Sub-Adviser. The
Sub-Adviser shall promptly notify the Investment Manager of (1) any changes in
any information regarding the Sub-Adviser or the investment program for the Fund
required to be disclosed in the Company's Registration Statement, or (2) any
violation of any requirement, provision, policy or restriction that the
Sub-advisor is required to comply with under clauses (i) and (iv) though (vii)
in the fourth paragraph of Section 1 of this Agreement.
5. Compensation of the Sub-Adviser. The amount of the compensation to the
Sub-Adviser is computed at an annual rate. The fee shall be payable monthly in
arrears, based on the average daily net assets of the Fund for each month, at
the annual rate set forth in Exhibit A to this Agreement.
In computing the fee to be paid to the Sub-Adviser, the net asset value
of the Fund shall be valued as set forth in the Registration Statement. If this
Agreement is terminated, the payment described herein shall be prorated to the
date of termination. The fee for the period from the effective date of this
Agreement to the end of the month during which the effective date occurs shall
be prorated according to the proportion that such period bears to the full
monthly period.
The Investment Manager and the Sub-Adviser shall not be considered as
partners or participants in a joint venture. The Sub-Adviser will pay its own
expenses for the services to be provided pursuant to this Agreement and will not
be obligated to pay any expenses of the Investment Manager, the Fund or the
Company, including without limitation brokerage expenses and custodian fees.
Except as otherwise specifically provided herein, the Investment Manager, the
Fund and the Company will not be obligated to pay any expenses of the
Sub-Adviser.
Unless otherwise agreed in writing by the Investment Manager and
Sub-Adviser, the waiver by the Investment Manager of any fees it is entitled to
receive under the Management Agreement shall not offset the obligation of the
Investment Manager to compensate the Sub-Adviser pursuant to this paragraph 5.
6. Delivery of Documents to the Sub-Adviser. The Investment Manager has
furnished the Sub-Adviser with true, correct and complete copies of each of the
following documents:
(a) The Articles of Incorporation of the Company, as in effect on the date
hereof;
(b) The By-laws of the Company, as in effect on the date hereof;
(c) The resolutions of the Directors approving the engagement of the
Sub-Adviser as portfolio manager of the Fund and approving the form of
this Agreement;
(d) The resolutions of the Directors selecting the Investment Manager as
investment manager to the Fund and approving the form of the
Management Agreement;
(e) The Management Agreement;
(f) The Code of Ethics of the Company and of the Investment Manager, as in
effect on the date hereof;
(g) A list of companies the securities of which are not to be bought or
sold for the Fund; and
(h) A certified copy of the consent of the initial shareholder of the
Fund, which consent approves this Agreement.
The Investment Manager will furnish the Sub-Adviser from time to time
with copies, properly certified or otherwise authenticated, of all amendments of
or supplements to the foregoing, if any. Such amendments or supplements as to
items (a) through (f) above will be provided within 30 days of the time such
materials become available to the Investment Manager. Such amendments or
supplements as to item (g) above will be provided not later than the end of the
business day next following the date such amendments or supplements become known
to the Investment Manager. Any amendments or supplements to the foregoing will
not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's
receipt thereof. The Investment Manager will provide such additional information
as the Sub-Adviser may reasonably request in connection with the performance of
its duties hereunder.
7. Delivery of Documents to the Investment Manager. The Sub-Adviser has
furnished the Investment Manager with true, correct and complete copies of each
of the following documents:
(a) The Sub-Adviser's Form ADV as filed with the Securities and Exchange
Commission as of the date hereof;
(b) The Sub-Adviser's most recent balance sheet;
(c) Separate lists of persons who the Sub-Adviser wishes to have
authorized to give written and/or oral instructions to Custodians of
Company assets for the Fund; and
(d) The Code of Ethics of the Sub-Adviser, as in effect on the date
hereof.
The Sub-Adviser will furnish the Investment Manager from time to time
with copies, properly certified or otherwise authenticated, of all amendments of
or supplements to the foregoing, if any. Such amendments or supplements will be
provided within 30 days of the time such materials become available to the
Sub-Adviser. Any amendments or supplements to the lists referenced in clause (c)
of this paragraph 7 will not be deemed effective with respect to the Investment
Manager until receipt thereof by the Investment Manager or the Fund's Custodian.
The Sub-Adviser will provide additional information as the Investment Manager
may reasonably request in connection with the Sub-Adviser's performance of its
duties under this Agreement.
8. Confidential Treatment. The parties hereto understand that any information or
recommendation supplied by the Sub-Adviser in connection with the performance of
its obligations hereunder is to be regarded as confidential and for use only by
the Investment Manager, the Company or such persons the Investment Manager may
designate in connection with the Fund. The parties also understand that any
information supplied to the Sub-Adviser in connection with the performance of
its obligations hereunder, particularly, but not limited to, any list of
securities which may not be bought or sold for the Fund, is to be regarded as
confidential and for use only by the Sub-Adviser in connection with its
obligation to provide investment advice and other services to the Fund.
9. Representations of the Parties. Each party hereto hereby further represents
and warrants to the other that: (i) it is registered as an investment adviser
under the Advisers Act and is registered or licensed as an investment adviser
under the laws of all jurisdictions in which its activities require it to be so
registered or licensed; and (ii) it will use its reasonable best efforts to
maintain each such registration or license in effect at all times during the
term of this Agreement; and (iii) it will promptly notify the other if it ceases
to be so registered, if its registration is suspended for any reason, or if it
is notified by any regulatory organization or court of competent jurisdiction
that it should show cause why its registration should not be suspended or
terminated; and (iv) it is duly authorized to enter into this Agreement and to
perform its obligations hereunder.
The Sub-Adviser further represents that it has adopted a written Code
of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser shall be
subject to such Code of Ethics and shall not be subject to any other Code of
Ethics, including the Investment Manager's Code of Ethics, unless specifically
adopted by the Sub-Adviser. The Investment Manager further represents and
warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by the
Investment Manager has been duly authorized and (ii) it has acted and will
continue to act in connection with the transactions contemplated hereby, and the
transactions contemplated hereby are, in conformity with the ICA, the Company's
governing documents and other applicable law.
10. Liability. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard for its obligations hereunder, the Sub-Adviser
shall not be liable to the Company, the Fund, the Fund's shareholders or the
Investment Manager for any act or omission resulting in any loss suffered by the
Company, the Fund, the Fund's shareholders or the Investment Manager in
connection with any service to be provided herein, provided that nothing in this
Agreement shall be deemed to protect or purport to protect the Sub-Adviser
against any liability to the Investment Manager, the Company or to the
shareholders of the Fund to which the Sub-Adviser would otherwise be subject by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or the Sub-Adviser's reckless disregard of its
obligations and duties under this Agreement.
11. Other Activities of the Sub-Adviser. The Investment Manager agrees that the
Sub-Adviser and any of its officers or employees, and persons affiliated with
the Sub-Adviser or with any such officer or employee, may render investment
management or advisory services to other investors and institutions, and that
such investors and institutions may own, purchase or sell, securities or other
interests in property that are the same as, similar to, or different from those
which are selected for purchase, holding or sale for the Fund. The Investment
Manager further acknowledges that the Sub-Adviser shall be in all respects free
to take action with respect to investments in securities or other interests in
property that are the same as, similar to, or different from those selected for
purchase, holding or sale for the Fund. With respect to the allocation of
investment opportunities among clients of the Sub-Adviser, the Investment
Manager understands that, to the extent practical, such opportunities will be
allocated among such clients over a period of time on a basis that the
Sub-Adviser believes is fair and equitable. The Investment Manager and the
Company recognize that in some cases this procedure may adversely affect the
size of the position obtainable for the Fund. In addition, the Investment
Manager and the Company understand (i) that the persons employed by the
Sub-Adviser to assist in the performance of the Sub-Adviser's duties under this
Agreement will not devote their full time to such service, and (ii) the
Sub-Adviser and any affiliate of the Sub-Adviser may engage in and devote time
and attention to other businesses or to rendering services of whatever kind or
nature. Nothing in this Agreement shall impose upon the Sub-Adviser any
obligation to purchase or sell, or recommend for purchase or sale, for the Fund
any security which the Sub-Adviser, its officers, affiliates or employees may
purchase or sell for the Sub-Adviser or such officer's, affiliate's or
employee's own accounts or for the account of any other client of the
Sub-Adviser, advisory or otherwise.
12. Continuance and Termination. This Agreement shall remain in full force and
effect for one year from the date hereof, and is renewable annually thereafter
by specific approval of the Directors or by vote of a majority of the
outstanding voting securities of the Fund. Any such renewal also shall be
approved by the vote of a majority of the Directors who are not interested
persons under the ICA, cast in person at a meeting called for the purpose of
voting on such renewal. This Agreement may be terminated without penalty at any
time by the Investment Manager or the Sub-Adviser upon 60 days written notice or
by the Board of Directors of the Company or by a vote of the outstanding voting
securities of the Fund, and will automatically terminate in the event of (i) its
"assignment" by either party to this Agreement, as such term is defined in the
ICA, subject to such exemptions as may be granted by the Securities and Exchange
Commission by rule, regulation or order, or (ii) upon termination of the
Management Agreement, provided the Sub-Adviser has received prior written notice
thereof.
13. Notification. The Sub-Adviser will notify the Investment Manager within a
reasonable time of any change in the personnel of the Sub-Adviser with
responsibility for making investment decisions in relation to the Fund (the
"Portfolio Manager(s)") or who have been authorized to give instructions to the
Custodian. The Sub-adviser shall be responsible for reasonable out-of-pocket
costs and expenses incurred by the Investment Manager, the Fund or the Company
to amend or supplement the Company's prospectus to reflect a change in Portfolio
Manager(s) or otherwise to comply with the ICA, the Securities Act of 1933, as
amended (the "1933 Act") or any other applicable statute, law, rule or
regulation, as a result of such change; provided, however, that the Sub-Adviser
shall not be responsible for such costs and expenses where the change in
Portfolio Manager(s) reflects the termination of employment of the Portfolio
Manager(s) with the Sub-Adviser and its affiliates or is the result of a request
by the Investment Manager or is due to other circumstances beyond the
Sub-Adviser's control.
Any notice, instruction or other communication required or contemplated
by this Agreement shall be in writing. All such communications shall be
addressed to the recipient at the address set forth below, provided that either
party may, by notice, designate a different recipient and/or address for such
party.
Investment Manager: American Skandia Investment Services, Incorporated
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx Xxxxx
Senior Vice President & Chief Operating Officer
Sub-Adviser: A I M Capital Management, Inc.
00 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxxx X. Xxxxxx
General Counsel
Company: American Skandia Advisor Funds, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxx, Esq.
14. Indemnification. The Sub-Adviser agrees to indemnify and hold harmless the
Investment Manager, any affiliated person within the meaning of Section 2(a)(3)
of the ICA ("affiliated person") of the Investment Manager and each person, if
any who, within the meaning of Section 15 of the 1933 Act, controls
("controlling person") the Investment Manager, against any and all losses,
claims, damages, liabilities or litigation (including reasonable legal and other
expenses), to which the Investment Manager or such affiliated person or
controlling person of the Investment Manager may become subject under the 1933
Act, the ICA, the Advisers Act, under any other statute, law, rule or regulation
at common law or otherwise, arising out of the Sub-Adviser's responsibilities as
portfolio manager of the Fund (i) to the extent of and as a result of the
willful misconduct, bad faith, or gross negligence by the Sub-Adviser, any of
the Sub-Adviser's employees or representatives or any affiliate of or any person
acting on behalf of the Sub-Adviser, or (ii) as a result of any untrue statement
or alleged untrue statement of a material fact relating to the Sub-Adviser or
the investment program for the Portfolio contained in the Registration
Statement, including any amendment thereof or any supplement thereto, or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement therein not misleading, if
such a statement or omission was made in reliance upon and in conformity with
written information furnished or commented upon by the Sub-Adviser to the
Investment Manager, the Fund, the Company or any affiliated person of the
Investment Manager, the Fund or the Company expressly for use in such a
Registration Statement or upon verbal information confirmed by the Sub-Adviser
in writing, or (3) to the extent of, and as a result of, a violation by the
Sub-Adviser of the requirements of the ICA governing executions of portfolio
transactions; provided, however, that in no case is the Sub-Adviser's indemnity
in favor of the Investment Manager or any affiliated person or controlling
person of the Investment Manager deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of
willful misconduct, bad faith or negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement; and, provided further, that in the case of an alleged untrue
statement or omission of a material fact for which the Sub-Adviser provides this
indemnity, the Investment Manager shall reimburse the Sub-Adviser for all
amounts paid pursuant to this indemnity unless a court of competent jurisdiction
shall issue a final judgment finding that such an untrue statement or omission
of material fact did occur; and, provided further, that in no event shall the
Sub-Adviser be required to indemnify the Investment Manager for any
consequential damages..
The Investment Manager agrees to indemnify and hold harmless the
Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling
person of the Sub-Adviser, if any, against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses), to
which the Sub-Adviser or such affiliated person or controlling person of the
Sub-Adviser may become subject under the 1933 Act, the ICA, the Advisers Act,
under any other statute, law, rule or regulation, at common law or otherwise,
arising out of the Investment Manager's responsibilities as investment manager
of the Fund (1) to the extent of and as a result of the willful misconduct, bad
faith, or gross negligence by the Investment Manager, any of the Investment
Manager's employees or representatives or any affiliate of or any person acting
on behalf of the Investment Manager, or (2) as a result of any untrue statement
or alleged untrue statement of a material fact contained in the Registration
Statement, including any amendment thereof or any supplement thereto or the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement therein not misleading, if
such a statement or omission was made other than in reliance upon and in
conformity with written information furnished or commented upon by the
Sub-Adviser, or any affiliated person of the Sub-Adviser expressly for use in
such a Registration Statement, or other than upon verbal information confirmed
by the Sub-Adviser in writing; provided, however, that in no case is the
Investment Manager's indemnity in favor of the Sub-Adviser or any affiliated
person or controlling person of the Sub-Adviser deemed to protect such person
against any liability to which any such person would otherwise be subject by
reason of willful misconduct, bad faith or negligence in the performance of its
duties or by reason of its reckless disregard of its obligations and duties
under this Agreement; and, provided further, that in no event shall Investment
Manager be required to indemnify the Sub-Adviser for any consequential damages.
It is agreed that the Investment Manager's indemnification obligations under
this Section 14 will extend to expenses and costs (including reasonable
attorneys fees) incurred by the Sub-Adviser as a result of any litigation
brought by the Investment Manager alleging the Sub-Adviser's failure to perform
its obligations and duties in the manner required under this Agreement unless
judgment is rendered for the Investment Manager.
15. Conflict of Laws. The provisions of this Agreement shall be subject to all
applicable statutes, laws, rules and regulations, including, without limitation,
the applicable provisions of the ICA and rules and regulations promulgated
thereunder. To the extent that any provision contained herein conflicts with any
such applicable provision of law or regulation, the latter shall control. The
terms and provisions of this Agreement shall be interpreted and defined in a
manner consistent with the provisions and definitions of the ICA.
16. Amendments, Waivers, etc. Provisions of this Agreement may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination
is sought. This Agreement (including Exhibit A hereto) may be amended at any
time by written mutual consent of the parties, subject to the requirements of
the ICA and rules and regulations promulgated and orders granted thereunder.
17. Governing Law. Any question of interpretation of any term or provision of
this Agreement having a counterpart in or otherwise derived from a term or
provision of the ICA or the Advisers Act shall be resolved by reference to such
term or provision of the ICA or the Advisers Act and to interpretations thereof,
if any, by the United States courts or, in the absence of any controlling
decision of any such court, by rules, regulations or orders of the Securities
and Exchange Commission issued pursuant to the ICA or the Advisers Act. In
addition, where the effect of a requirement of the ICA or the Advisers Act
reflected in any provision of this Agreement is revised by rule, regulation or
order of the Securities and Exchange Commission, such provision shall be deemed
to incorporate the effect of such rule, regulat5ion or order. To the extent
federal law does not apply, this Agreement shall be governed by and construed in
accordance with, the laws of the State of Connecticut.
18. Severability. Each provision of this Agreement is intended to be severable.
If any provision of this Agreement is held to be illegal or made invalid by
court decision, statute, rule or otherwise, such illegality or invalidity will
not affect the validity or enforceability of the remainder of this Agreement.
The effective date of this agreement is November 1, 1999.
FOR THE INVESTMENT MANAGER: FOR THE SUB-ADVISER:
__________________________________ _________________________________
Xxxx Xxxxx
Senior Vice President & Chief Operating Officer
Date: ____________________________ Date: ________________________
Attest: ____________________________ Attest: _________________________
American Skandia Advisor Funds, Inc.
ASAF AIM International Equity Fund
Sub-Advisory Agreement
EXHIBIT A
An annual rate equal to the following percentages of the combined
average daily net assets of the Fund and the series of American Skandia Trust
that is managed by the Sub-Adviser and identified by the Sub-Adviser and the
Investment Manager as being similar to the Fund: .55% of the portion of the
combined average daily net assets not in excess of $75 million; plus .45% of the
portion in excess of $75 million
