AMENDMENT TO SUB-ADVISORY AGREEMENT
THIS AMENDMENT TO THE SUB-ADVISORY AGREEMENT dated June 1, 1997 (the
"Sub-Advisory Agreement") is between American Skandia Investment Services,
Incorporated (the "Investment Manager"). INVESCO Trust Company ("INVESCO
Trust"), and INVESCO Funds Group, Inc. ("IFG").
WHEREAS, the Investment Manager and INVESCO Trust entered into the Sub-Advisory
Agreement, wherein the Investment Manager engaged INVESCO Trust to provide
investment advice and other investment services with respect to the INVESCO
Equity Income Portfolio (the "Portfolio") of the American Skandia Master Trust;
and
WHEREAS, all of the former employees of INVESCO Trust that provide services to
the Portfolio have become employees of IFG and henceforth IFG, rather than
INVESCO Trust, will be providing sub-advisory services to the Portfolio; and
WHEREAS, INVESCO Trust is a wholly owned subsidiary of IFG. NOW, THEREFORE the
Investment Manager, INVESCO Trust, and IFG agree as follows:
1. Name Change. The parties hereby agree that all references to the name
"INVESCO Trust Company" contained in the Sub-Advisory Agreement are hereby
changed to refer to "INVESCO Funds Group, Inc."
2. Other Terms. Other than noted above, all terms and conditions of the
Sub-Advisory Agreement are unchanged, and remain in full force and effect.
The effective date of this amendment is May 1, 1998.
FOR THE INVESTMENT MANAGER FOR INVESCO TRUST COMPANY
/s/Xxxx Xxxxx /s/Xxxxxx X. Xxxxxx
Date: July 2, 1998 Date: June 11, 1998
Attest: /s/Xxxx X. Xxxxx Attest: /s/Xxxxxxxx X. Xxxxxxx
FOR INVESCO FUNDS GROUP, INC.
/s/Xxxx X. Xxxxx
Date: June 11, 1998
Attest: Xxxxxxxx X. Xxxxxxx
