AMERICAN SKANDIA ADVISOR FUNDS, INC.
SUB-ADVISORY AGREEMENT
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THIS AGREEMENT is between American Skandia Investment Services, Incorporated and Prudential Investments LLC (the
"Investment Manager") and Massachusetts Financial Services Company (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 MFS Growth with Income 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 investment program for the Fund.
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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 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 by the Sub-Adviser pursuant to the ICA or the
Advisers Act shall be the property of the Fund and shall be surrendered by the Sub-Adviser to the Company or the
Investment Manager promptly upon request, provided that the Sub-Adviser may retain copies of those records.
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)
Subchapters L and M (including, respectively, Section 817(h) and Sections 851(b)(1), (2) and (3)) 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 Prospectus and Statement of Additional Information of the Company
as in effect from time to time (the "Registration Statement"), 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 comply with
limitations or restrictions for which information from the Investment Manager or its authorized agents is required to
enable the Sub-Adviser to comply 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-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, to the extent applicable, 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.
Unless the Investment Manager gives the Sub-Adviser written instructions specifying a different procedure for
voting proxies, the Sub-Adviser shall, in good faith and in a manner that it reasonably believes best serves the
interests of the Fund's shareholders, direct the Fund's custodian as to how to vote such proxies as may be necessary or
advisable in connection with any matters submitted to a vote of shareholders of securities held by the Fund. 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 to 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 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, which may include: 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-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, 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
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reports, as may be mutually agreed 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 reasonably 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-adviser is
aware of and 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 combined average daily net assets of the Fund and the
domestic equity series of the American Skandia Trust that is managed by the Sub-Adviser 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) The Registration Statement; and
(h) A list of companies the securities of which are not to be bought or sold for the Fund (such list shall
include each security name and CUSIP number, SEDOL number and/or applicable ticker symbol) and a list of
affiliated brokers and underwriters for reporting transactions under Rules 17e-1 and 10f-3 under the ICA.
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 (h) 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 three
business days after 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, who shall be under the same obligation of confidentiality. 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 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
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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.
11. Other Activities of the Sub-Adviser. The Investment Manager agrees that the Sub-Adviser and any of its
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directors, officers or employees, and persons affiliated with the Sub-Adviser or with any director, 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. 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 directors, officers, affiliates or employees
may purchase or sell for the Sub-Adviser or such director's, officer'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
Gateway Center Three
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Executive Vice President
Sub-Adviser: Massachusetts Financial Services Company
000 Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, Xx., Esq.
Company: American Skandia Advisor Funds, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Law Department
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 relating to the Sub-Adviser or the investment policies and
restrictions to be followed by the Sub-Adviser in managing the Fund contained in the Registration Statement, including
any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein such 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 best execution
requirements of the ICA; provided, however, that in no case is the Sub-Adviser's indemnity in favor of the Investment
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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, 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, relating to the Sub-Adviser or the investment policies and restrictions to be followed by the Sub-Adviser in
managing the Fund or other than upon any such verbal information confirmed by the Sub-Adviser in writing; provided,
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however, that in no case is the Investment Manager's indemnity in favor of the Sub-Adviser or any affiliated person or
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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 commencement of any action by
any person not a party to this Agreement, such indemnified party will, if a claim in respect thereof is to be made
against the indemnifying party under this Section 14, notify the indemnifying party of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any liability that it may have to any indemnified
party otherwise than under this Section 14. In case any such action is brought against any indemnified party, and it
notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish and unless the indemnified party releases the indemnifying party from any
further obligations under this Section 14 in connection with that action, assume the defense thereof, with counsel
satisfactory to such indemnified party. After notice from the indemnifying party of its intention to assume the defense
of an action, the indemnified party shall bear the expenses of any additional counsel obtained by it, and the
indemnifying party shall not be liable to such indemnified party under this section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of
investigation.
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 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, Inc.
ASAF MFS Growth with Income 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 all
domestic equity series of American Skandia Trust that are managed by the Sub-Adviser: .40% of the portion of the combined
average daily net assets not in excess of $300 million; plus .375% of the portion over $300 million but not in excess of
$600 million; plus .35% of the portion over $600 million but not in excess of $900 million; plus .325% of the portion
over $900 million, but not in excess of $1.5 billion; plus .25% of the portion in excess of $1.5 billion.
