AMERICAN SKANDIA ADVISOR FUNDS, INC.
SUB-ADVISORY AGREEMENT
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THIS AGREEMENT is between American Skandia Investment Services, Incorporated (the "Investment Manager") and Pilgrim
Xxxxxx & Associates, Ltd. (the "Sub-Adviser").
W I T N E S S E T H
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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 PBHG Small-Cap Growth Fund (the "Fund"), one series of the Company, under the terms of a management
agreement, dated ________________, 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
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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
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 in its discretion will determine which 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 comply with and use its best efforts to
enable the Fund to conform to 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 of
the Company 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 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. 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 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 the Fund or such other series or portfolios.
The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the
Fund. 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
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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,
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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.
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) 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-dealer 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. On occasions when
the Sub-Adviser deems the purchase or sale of a security to be in the interest of the Portfolio as well as other accounts
as to which the Sub-Adviser exercises investment discretion, the Sub-Adviser may, but shall be under no obligation to,
aggregate the securities to be purchased or sold in order to obtain best execution. In such event, allocation of the
securities so purchased or sold, as well as expenses incurred in the transaction, will be made by the Sub-Adviser in the
manner it considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such
other accounts.
Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares in the
Fund and recommendations by the Investment Manager 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
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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 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 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
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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,
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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; and
(g) A list of companies the securities of which are not to be bought or sold for the Fund.
(h) A list of broker-dealers through whom securities transactions may not be effectuated for the Portfolio.
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,
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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 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
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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)
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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 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
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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
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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
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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 or the Sub-Adviser upon
60 days written notice, 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
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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: Pilgrim Xxxxxx & Associates, Ltd.
0000 Xxxxxxx Xxxxx Xxxxx
Xxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Senior Vice President, Distribution
Company: American Skandia Advisor Funds, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
14. Indemnification. The Sub-Adviser agrees to indemnify and hold harmless the Investment Manager, any affiliated
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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 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 grossly negligent failure of
the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of
the ICA; provided, however, that in no case is the Sub-Adviser's indemnity in favor of the Investment Manager or any
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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, 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
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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.
Promptly after receipt by an indemnified party under this Section 14 of notice of the commencement of any claim
against it, such indemnified party will, if a claim is to be made against an indemnifying party under this Section, give
notice to the indemnifying party of the commencement of such claim, but the failure to notify the indemnifying party will
not relieve the indemnifying party of any liability that it may have to any indemnified party, except to the extent that
the indemnifying party demonstrates that the defense of such action is prejudiced by the indemnifying party's failure to
give such notice.
If a claim is brought against an indemnified party and it gives notice to the indemnifying party of the
commencement of such claim, the indemnifying party will be entitled to participate in the defense of such claim and, to
the extent that it wishes (unless (i) the indemnifying party is also a party to such claim and the indemnified party
determines in good faith that joint representation would be inappropriate, or (ii) the indemnifying party fails to
provide reasonable assurance to the indemnified party of its financial capacity to defend such claim and provide
indemnification with respect to such claim), to assume the defense of such claim with counsel satisfactory to the
indemnified party and, after notice from the indemnifying party to the indemnified party of its election to assume the
defense of such claim, the indemnifying party will not, as long as it diligently conducts such defense, be liable to the
indemnified party under this Section 14 for any fees of other counsel or any other expenses with respect to the defense
of such claim, in each case subsequently incurred by the indemnified party in connection with the defense of such claim,
other than reasonable costs of investigation. If the indemnifying party assumes the defense of a claim, (i) it will be
conclusively established for purposes of this Agreement that the claims made are within the scope of and subject to
indemnification; (ii) no compromise or settlement of such claims may be effected by the indemnifying party without the
indemnified party's consent unless (A) there is no finding or admission of any violation of law, rule, regulation or any
violation of the rights of any person and no effect on any other claims that may be made against the indemnified party,
and (B) the sole relief provided is monetary damages that are paid in full by the indemnifying party; and (iii) the
indemnified party will have no liability with respect to any compromise or settlement of such claims effected without its
consent. If notice is given to an indemnifying party of the commencement of any claim and the indemnifying party does
not, within ten days after the indemnified party's notice is given, give notice to the indemnified party of its election
to assume the defense of such claim, the indemnifying party will be bound by any determination made in the defense of
such claim or any compromise or settlement effected by the indemnified party.
Notwithstanding the foregoing, if an indemnified party determines in good faith that there is reasonable
probability that a claim may adversely affect it or its affiliates other than as a result of monetary damages for which
it would be entitled to indemnification under this Agreement, the indemnified party may, by notice to the indemnifying
party, assume the exclusive right to defend, compromise, or settle such claim, but the indemnifying party will not be
bound by any determination of a court or administrative body adjudicating a claim so defended or any compromise or
settlement effected without its consent (which may not be unreasonably withheld).
15. Conflict of Laws. The provisions of this Agreement shall be subject to all applicable statutes, laws, rules and
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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
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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,
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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
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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 ______________, 2001.
FOR THE INVESTMENT MANAGER: FOR THE SUB-ADVISER:
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___________________________________ Xxxx Xxxxx
Xxxx X. Xxxxxxxxx
Senior Vice President & Chief Operating Officer Senior Vice President and Chief Financial Officer
Date: ____________________________ Date: ____________________________
Attest: ____________________________ Attest: ____________________________
American Skandia Advisor Funds, Inc.
ASAF PBHG Small-Cap Growth Fund
Sub-Advisory Agreement
EXHIBIT A
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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: .50% of the portion of the combined average daily net assets not in excess of $100
million; plus .45% of the portion over $100 million but not in excess of $400 million; plus .40% of the portion over $400
million but not in excess of $900 million; plus .35% of the portion in excess of $900 million
