AMERICAN SKANDIA ADVISOR FUNDS, INC.
SUB-ADVISORY AGREEMENT
----------------------
THIS AGREEMENT is between American Skandia Investment Services, Incorporated and Prudential Investments LLC (the
"Investment Manager") and Xxxxxxx Xxxxx & Company, LLC (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 Xxxxxxx Xxxxx International Growth Fund (the "Fund"), one series of the Company, under the terms of
a management agreement, dated May 1, 2003, 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 and prudent 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, any investment guidelines and
procedures adopted by the Directors, 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 Directors at reasonable times and upon reasonable
notice concerning the business of the Company, 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 will in its discretion and according to its expert judgment 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, place orders with
and give instructions to brokers, dealers and others for all such transactions and cause such transactions to be
executed. At any time, upon request by the Investment Manager, the Sub-Adviser will provide to the Investment Manager a
complete list of the current holdings of the Fund. The Sub-Adviser may delegate certain of its investment advisory and
other responsibilities and duties hereunder to one or more sub-sub-advisers; subject to: (i) the prior written approval
------- --
of the Investment Manager, (ii) the execution of a written sub-advisory agreement between the Sub-Adviser and its
delegate, and (iii) the approval of such agreement by the Directors. Under the terms of such sub-advisory agreement, the
Sub-Adviser shall remain responsible for ensuring that the investment program of the Fund is maintained. 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 be responsible for voting proxies solicited by or with respect to the issuers of securities
in which assets of the Fund may be invested. In voting such proxies for the Fund the Sub-Adviser shall do so in a manner
that is in the best interests of the Fund and that is consistent with the Sub-Adviser's own written proxy voting
guidelines or policies.
In addition, upon reasonable request from the Investment Manager the Sub-Adviser (through a qualified person)
will assist the pricing committee of the Investment Manager or the Company in valuing securities of the Fund as may be
required from time to time, including making available information of which the Sub-Adviser has knowledge related to the
securities being valued.
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 comply with the requirements of: (i) the
ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal Revenue Code and the regulations
promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Articles of Incorporation and
By-laws of the Company; (v) policies and determinations of the Company and the Investment Manager provided to the
Sub-Adviser in writing; (vi) the fundamental and non-fundamental investment policies and restrictions applicable to the
Fund, as set out in the Registration Statement in effect, 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; (vii) the
Registration Statement; and (viii) investment guidelines, including procedures adopted by the Directors, or other
instructions received in writing from the Investment Manager. In connection with (ii) above, the Sub-Adviser shall: (1)
notify the Investment Manager immediately of any failure to comply with or any reasonable belief of an impending failure
to comply with the diversification or qualification requirements, and (2) in the event of any failure to comply with
Section 817(h) of the Internal Revenue Code at the end of any calendar quarter, the Sub-Adviser will take all necessary
steps to adequately diversify the Fund within the period under Treas. Reg. 1.817-5. 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. The Sub-Adviser
shall supervise and monitor the activities of its representatives, personnel and agents in connection with the investment
program of the Fund.
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 the Fund or to series or funds 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
the Fund or such other series or funds. The Sub-Advisor and the Investment Manager understand and agree that if the
Investment Manager manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things,
(i) continually evaluate the performance of the Sub-Advisor through quantitative and qualitative analysis and
consultations with the Sub-Advisor, (ii) periodically make recommendations to the Company's Board as to whether the
contract with one or more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the
Company's Board regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its
services may be terminated or modified pursuant to this process.
The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3
under the ICA, and the Sub-Advisor hereby agrees that it shall not consult with any other Sub-Advisor to the Fund or the
Company with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets.
The Sub-Advisor further acknowledges that it shall not consult with any other sub-advisor of the Fund that is a principal
underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's
portfolio or any other transactions of Fund assets, and that its investment advisory responsibilities as set forth in
this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Investment Manager.
The Sub-Adviser shall be responsible for the preparation and filing of Schedules 13D and 13G, and Form 13F
reflecting the Fund's securities holdings, as well as preparing and filing with any non-U.S. jurisdiction any such
similar information required to be filed by the Fund 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 to 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 Portfolio 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 available
price.
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
best method of execution available, including the overall cost of execution; the reliability, integrity and financial
condition of the broker-dealer or financial intermediary used; 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) qualified to obtain best execution of such transactions 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 as well as
brokerage and/or research services 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, brokerage services, and research services 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
or others to whom such allocations have been made and from whom such brokerage and/or research has been received and the
basis therefor.
Subject to the foregoing provisions of this paragraph 3, 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 that 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 and evaluate 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
Trust, 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 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 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 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. 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.
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 ("Restricted Securities");
and
(h) Procedures adopted by the Directors ("Board Adopted Procedures").
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) and (h) 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,
including the Sub-Adviser's most recent Form ADV Part II;
(b) The Sub-Adviser's most recent audited 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;
(d) The Code of Ethics of the Sub-Adviser, as in effect on the date hereof;
(e) The Sub-Adviser's proxy voting policy or guidelines
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 foregoing will not be deemed effective with respect to the Investment Manager until the Investment
Manager's receipt thereof. 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; (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; (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 and warrants to the Investment Manager that the information provided in items
(a) and (b) of paragraph 7 are true and not misleading.
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, negligence or 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. The Federal laws impose responsibilities under
certain circumstances on persons who act in good faith, and therefore, nothing herein shall in any way constitute a
waiver or limitation of any rights which the Company, the Fund or the Investment Manager may have under applicable law.
11. Other Activities of the Sub-Adviser. The Investment Manager agrees that the Sub-Adviser and any of its partners
------------------------------------
or employees, and persons affiliated with the Sub-Adviser or with any such partner 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.
The Investment Manager understands that the Sub-Adviser shall not favor or disfavor any of the Sub-Adviser's clients or
class of clients in the allocation of investment opportunities, so that to the extent practical, such opportunities will
be allocated among the Sub-Adviser's clients over a period of time on a fair and equitable basis. Nothing in this
Agreement shall impose upon the Sub-Adviser any obligation (i) to purchase or sell, or recommend for purchase or sale,
for the Fund any security which the Sub-Adviser, its partners, affiliates or employees may purchase or sell for the
Sub-Adviser or such partner's, affiliate's or employee's own accounts or for the account of any other client of the
Sub-Adviser, advisory or otherwise, or (ii) to abstain from the purchase or sale of any security for the Sub-Adviser's
other clients, advisory or otherwise, which the Investment Manager has placed on the list provided pursuant to paragraph
6(g) of this Agreement.
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 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 upon 60 days written
notice to the Sub-Adviser or by the Sub-Adviser upon 90 days written notice to the Investment Manager, 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, (ii) upon termination of the Management Agreement, provided the Sub-Adviser has received prior written notice
thereof, or (iii) upon the filing of bankruptcy proceedings by the Sub-Adviser or the filing of any receivorship
proceedings against the Sub-Adviser.
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: (i) to reflect a change in Portfolio Manager(s), (ii) to reflect a change in control
of the Sub-Adviser, as defined by the ICA, or (iii) to effect an assignment of this Agreement (collectively,
"Sub-Adviser's Action") or otherwise to comply with the ICA, the Securities Act of 1933, as amended (the "1933 Act"), any
order granted to the Investment Manager, the Fund, or the Company by the Securities and Exchange Commission, 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 Sub-Adviser's Action is the result of a request by the Investment
Manager..
The Sub-Adviser will obtain the Investment Manager's written approval prior to naming the Fund in any legal
proceeding involving the Fund, its holdings, assets, liabilities, affairs, or reputation.
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
Gateway Center Three
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Executive Vice President
Sub-Adviser: Xxxxxxx Xxxxx & Company, LLC
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx, Esq.
Company: American Skandia Advisor Funds, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Law Department
Secretary
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, the Internal Revenue Code, under any other statute, law, rule or
regulation, at common law or otherwise, arising out of the Sub-Adviser's responsibilities hereunder (1) 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 (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 in reliance upon and in conformity with written information furnished 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 or upon verbal
information confirmed by the Sub-Adviser in writing, or (3) to the extent of, and as a result of, the failure of the
Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of the
ICA, the Registration Statement and the Board Adopted Procedures, or (4) to the extent of, and as a result of the
Sub-Adviser's failure to follow its own internal policies and procedures; 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 gross negligence in the performance of its duties or by reason of
its reckless disregard of its obligations and duties under this Agreement.
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, the
Internal Revenue Code, 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 by the Sub-Adviser, or any
affiliated person of the Sub-Adviser 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 gross negligence in the performance of
its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. 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. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall continue in full
force and effect and shall not be affected by such invalidity.
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 State Law. This Agreement is made under, and 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 May 1, 2003.
FOR THE INVESTMENT MANAGER: FOR THE SUB-ADVISER:
___________________________________ ___________________________________
Xxxxxx X. Xxxxx
Executive Vice President
Date: ____________________________ Date: ____________________________
Attest: ____________________________ Attest: ____________________________
American Skandia Advisor Funds
ASAF Xxxxxxx Xxxxx International Growth 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-advisor and identified by the Sub-advisor and the Investment
Manager as being similar to the Fund: .30% of the portion of the combined average daily net assets not in excess of $500
million; plus .25% of the portion over $500 million but not in excess of $1 billion; plus .20% of the portion in excess
of $1 billion.
