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 Xxxxxxx X. Xxxxxxxxx & Co., LLC (the "Sub-Advisor").
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-Advisor each is an investment Advisor registered under the Investment
Advisors Act of 1940, as amended (the "Advisors 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 Xxxxxxxxx Core Value 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-Advisor, and the
Directors have approved the engagement of the Sub-Advisor, to provide investment advice and other investment services set
forth below.
NOW, THEREFORE, the Investment Manager and the Sub-Advisor agree as follows:
1. Investment Services. The Sub-Advisor 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-Advisor 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-Advisor until the Sub-Advisor's receipt
thereof. The appropriate officers and employees of the Sub-Advisor 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-Advisor 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-Advisor 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. The Sub-Advisor may
delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of the
Sub-Advisor, subject to the Sub-Advisor retaining overall responsibility for such powers and functions and any and all
obligations and liabilities in connection therewith. 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-Advisor designated by the Sub-Advisor 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-Advisor 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 Advisors Act or as may be necessary for
the Sub-Advisor to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be
provided by the Sub-Advisor 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-Advisor 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-Advisor 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-Advisor 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-Advisor 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-Advisor to monitor
compliance with such limitations or restrictions unless such information is provided to the Sub-Advisor in writing. The
Sub-Advisor 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-Advisors to
provide investment advice and other services to the Fund or to series or portfolios of the Company for which the
Sub-Advisor 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.
The Sub-Advisor shall be responsible for the preparation and filing of Schedule 13G and Form 13-F on behalf of
the Fund. The Sub-Advisor 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-Advisor, 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-Advisor 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-Advisor'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-Advisor, 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-Advisor 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-Advisor) 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-Advisor 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-Advisor's overall responsibilities with respect to the Fund and other
accounts as to which the Sub-Advisor exercises investment discretion (as such term is defined in section 3(a)(35) of the
1934 Act). Allocation of orders placed by the Sub-Advisor on behalf of the Fund to such broker-dealer shall be in such
amounts and proportions as the Sub-Advisor shall determine in good faith in conformity with its responsibilities under
applicable laws, rules and regulations. The Sub-Advisor 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-Advisor may also consider sales of shares in the
Fund, and recommendations by the Investment Manager that such sales take 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-Advisor to use a broker-dealer which provides research services or to use a particular broker-dealer which the
Investment Manager has recommended.
In lieu of selecting broker-dealers to execute transactions for the Fund, the Sub-Advisor may execute such
transactions for the Fund provided that it "steps-out" such transactions to the broker-dealers selected by the
Sub-Advisor. A step-out is a service provided by the New York Stock Exchange and other markets which allows the
Sub-Advisor to provide the Fund with the benefit of the Sub-Advisor's execution capabilities at no additional charge and
then transfer or step-out the confirmation and settlement responsibilities of such transactions to the broker-dealer(s)
selected by the Sub-Advisor. In connection with a step-out, transaction charges shall be paid by the Fund to the
broker-dealers selected by the Sub-Advisor and not to the Sub-Advisor.
In addition to selecting brokers or dealers to execute transactions for the Fund, the Sub-Advisor may, subject to
its duty to seek best execution at the best available price, also act as a broker for the Fund from time to time at rates
not exceeding the usual and customary broker's commission. Under Federal law, the Sub-Advisor must obtain the Investment
Manager's consent to effect agency cross transactions for the Fund, which consent is hereby granted. The Sub-Advisor
represents, warrants and covenants that all agency cross transactions for the Fund will be effected by the Sub-Advisor
strictly in accordance with Rule 206(3)-2 under the Advisors Act. An agency cross transaction is where the Sub-Advisor
purchases or sells securities from or to a non-managed account on behalf of a client's managed account. Pursuant to this
consent, the Sub-Advisor will only effect an agency cross transaction for the Fund with a non-managed account. When the
Sub-Advisor crosses transactions in connection with a step-out, the Sub-Advisor will receive a commission from the
transaction only with respect to the non-managed account and will not receive a commission from the transaction with
respect to the Fund. In an agency cross transaction where the Sub-Advisor acts as broker for the Fund, the Sub-Advisor
receives commissions from both sides of the trade and there is a potentially conflicting division of loyalties and
responsibilities. However, as both sides to the trade want to execute the transaction at the best price without moving
the market price in either direction, the Sub-Advisor believes that an agency cross transaction will aid both sides to
the trade in obtaining the best price for the trade. THE COMPANY OR THE INVESTMENT MANAGER MAY REVOKE THIS CONSENT BY
WRITTEN NOTICE TO THE SUB-ADVISOR AT ANY TIME.
4. Reports by the Sub-Advisor. The Sub-Advisor 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-Advisor 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-Advisor 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-Advisor shall promptly notify the Investment Manager of (1)
any changes in any information regarding the Sub-Advisor 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-Advisor. The amount of the compensation to the Sub-Advisor 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-Advisor, 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-Advisor shall not be considered as partners or participants in a joint
venture. The Sub-Advisor 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-Advisor.
6. Delivery of Documents to the Sub-Advisor. The Investment Manager has furnished the Sub-Advisor 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-Advisor 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.
The Investment Manager will furnish the Sub-Advisor 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-Advisor until the
Sub-Advisor's receipt thereof. The Investment Manager will provide such additional information as the Sub-Advisor may
reasonably request in connection with the performance of its duties hereunder.
7. Delivery of Documents to the Investment Manager. The Sub-Advisor has furnished the Investment Manager with true,
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correct and complete copies of each of the following documents:
(a) The Sub-Advisor's Form ADV as filed with the Securities and Exchange Commission as of the date hereof;
(b) The Sub-Advisor's most recent balance sheet;
(c) Separate lists of persons who the Sub-Advisor 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-Advisor, as in effect on the date hereof.
The Sub-Advisor 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-Advisor. 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-Advisor will provide additional information as the Investment Manager may reasonably
request in connection with the Sub-Advisor'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-Advisor 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-Advisor 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-Advisor 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 Advisor under the Advisors Act and is registered or licensed as an investment Advisor
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-Advisor further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b)
of the ICA. The Sub-Advisor 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-Advisor. The
Investment Manager further represents and warrants to the Sub-Advisor that (i) the appointment of the Sub-Advisor 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-Advisor 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-Advisor. The Investment Manager agrees that the Sub-Advisor and any of its partners
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or employees, and persons affiliated with the Sub-Advisor 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-Advisor 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-Advisor shall not favor or disfavor any of the Sub-Advisor'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-Advisor's clients over a period of time on a fair and equitable basis. Nothing in this
Agreement shall impose upon the Sub-Advisor any obligation (i) to purchase or sell, or recommend for purchase or sale,
for the Fund any security which the Sub-Advisor, its partners, affiliates or employees may purchase or sell for the
Sub-Advisor or such partner's, affiliate's or employee's own accounts or for the account of any other client of the
Sub-Advisor, advisory or otherwise, or (ii) to abstain from the purchase or sale of any security for the Sub-Advisor'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-Advisor 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-Advisor has received prior written notice thereof.
13. Notification. The Sub-Advisor will notify the Investment Manager within a reasonable time of any change in the
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personnel of the Sub-Advisor 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-Advisor 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-Advisor 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-Advisor
and its affiliates or is the result of a request by the Investment Manager or is due to other circumstances beyond the
Sub-Advisor'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-Advisor: Xxxxxxx X. Xxxxxxxxx & Co., LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: J. Xxxxxx Xxxxx
With Copy to: Xxxxx X. Xxxxxx, Senior Vice President and Counsel
Company: American Skandia Advisor Funds, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Law Department
14. Indemnification. The Sub-Advisor 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 Advisors Act, under any other statute, law, rule or regulation at common law or
otherwise, arising out of the Sub-Advisor's responsibilities hereunder (1) to the extent of and as a result of the
willful misconduct, bad faith, or gross negligence by the Sub-Advisor, any of the Sub-Advisor's employees or
representatives or any affiliate of or any person acting on behalf of the Sub-Advisor, 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-Advisor 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-Advisor in writing, or (3) to the extent of, and as a result of, the failure of the Sub-Advisor to
execute, or cause to be executed, portfolio investment transactions according to the requirements of the ICA; provided,
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however, that in no case is the Sub-Advisor's indemnity in favor of the Investment Manager or any affiliated person or
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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-Advisor, any affiliated person of the
Sub-Advisor and each controlling person of the Sub-Advisor, if any, against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Advisor or such affiliated
person or controlling person of the Sub-Advisor may become subject under the 1933 Act, the ICA, the Advisors 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-Advisor, or any affiliated person of the
Sub-Advisor or other than upon verbal information confirmed by the Sub-Advisor in writing; provided, however, that in no
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case is the Investment Manager's indemnity in favor of the Sub-Advisor or any affiliated person or controlling person of
the Sub-Advisor 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-Advisor as a result of any litigation brought by the Investment Manager alleging the Sub-Advisor'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
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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-ADVISOR:
___________________________________ ___________________________________
Xxxxxx X. Xxxxx
Executive Vice President
Date: ____________________________ Date: ____________________________
Attest: ____________________________ Attest: ____________________________
American Skandia Advisor Funds, Inc.
ASAF Xxxxxxx Xxxxxxxxx Core Value 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: .25% of the portion of the combined average daily net assets not in excess of $500
million; plus .20% of the portion in excess of $500 million.
