SUB-SUB-ADVISORY AGREEMENT
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THIS INTERIM AGREEMENT is between Xxxx Xxxxx Management, Inc. (the "Sub-Adviser") and Massachusetts Financial
Services Company (the "Sub-Sub-Adviser").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the Sub-Adviser and the Sub-Sub-Adviser each is an investment adviser registered under the Investment
Advisers Act of 1940, as amended (the "Advisers Act"); and
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, American Skandia Investment Services, Inc. ("Investment Manager") the investment manager of the Company
engaged the Sub-Adviser to act as the interim sub-adviser for the XXXX Xxxxx All-Cap Growth Fund (the "Fund"),
one series of the Company, under the terms of an interim sub-advisory agreement, dated September 17, 2001, with
the Company (the "Sub-Advisory Agreement"), which agreement permits the Sub-Adviser to engage the
Sub-Sub-Adviser for the Fund; and
WHEREAS, the Sub-Adviser, acting pursuant to the Sub-Advisory Agreement, wishes to engage the Sub-Sub-Adviser, to
provide investment advice and other investment services set forth below.
NOW, THEREFORE, the Sub-Adviser and the Sub-Sub-Adviser agree as follows:
1. Investment Services. The Sub-Sub-Adviser will implement a continuous investment program for the Fund
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under the general oversight of the Sub-Adviser. The appropriate officers and employees of the Sub-Adviser and
Sub-Sub-Adviser will be available to consult with the Investment Manager, the Company and the Board of Directors
of the Company (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
neither the Sub-Adviser or the Sub-Sub-Adviser is 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-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-Sub-Adviser designated by the Sub-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-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-Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's
shareholders the information required to be provided by the Sub-Sub-Adviser hereunder. Any records maintained
hereunder by the Sub-Sub-Adviser pursuant to the ICA or the Advisers Act shall be the property of the Fund and
shall be surrendered by the Sub-Sub-Adviser to the Company or the Investment Manager promptly upon request,
provided that the Sub-Sub-Adviser may retain copies of those records.
In furnishing the services under this Agreement, the Sub-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-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-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-Sub-Adviser to comply with such limitations or restrictions unless such information is
provided to the Sub-Sub-adviser in writing. The Sub-Sub-Adviser shall supervise and monitor the activities of
its representatives, personnel and agents in connection with the investment program of the Fund.
Unless the Sub-Adviser or the Investment Manager give the Sub-Sub-Adviser written instructions
specifying a different procedure for voting proxies, the Sub-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-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-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-Sub-Adviser, at its expense, will furnish all necessary
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investment 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
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Fund, the Sub-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-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-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-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-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-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-Sub-Adviser's overall responsibilities with respect to
the Fund and other accounts as to which the Sub-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-Sub-Adviser on behalf of
the Fund to such broker-dealers shall be in such amounts and proportions as the Sub-Sub-Adviser shall determine
in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The
Sub-Sub-Adviser will submit reports on such allocations to the Sub-Adviser and the Investment Manager regularly
as requested by the Sub-Adviser or 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-Sub-Adviser may also consider sales of
shares of the Fund, or may consider or follow recommendations of the Sub-Adviser or 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-Sub-Adviser to use a broker-dealer which
provides research services or to use a particular broker-dealer which the Sub-Adviser or the Investment Manager
has recommended.
4. Reports by the Sub-Adviser. The Sub-Sub-Adviser shall furnish the Investment Manager monthly, quarterly
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and annual 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-Sub-Adviser shall permit the books and records maintained with respect to the Fund to be inspected and
audited by the Company, the Sub-Adviser, the Investment Manager or their respective agents at all reasonable
times during normal business hours upon reasonable notice. The Sub-Sub-Adviser shall immediately notify the
Sub-Adviser, 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 Sub-Adviser, Investment
Manager, the Fund or the Company. The Sub-Sub-Adviser shall reasonably promptly notify the Sub-Adviser and
Investment Manager of (1) any changes in any information regarding the Sub-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-Sub-adviser is aware of and required to comply with
under Section 1 of this Agreement.
5. Compensation of the Sub-Sub-Adviser. The amount of the compensation to the Sub-Sub-Adviser is computed
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at an annual 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-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-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, the Sub-Adviser and the Sub-Sub-Adviser shall not be considered as partners or
participants in a joint venture. The Sub-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 Sub-Adviser, Investment Manager,
the Fund or the Company. Except as otherwise specifically provided herein, the Sub-Adviser, Investment Manager,
the Fund and the Company will not be obligated to pay any expenses of the Sub-Sub-Adviser.
6. Delivery of Documents to the Sub-Sub-Adviser. The Investment Manager has furnished the Sub-Sub-Adviser
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with true, correct and complete copies of each of the following documents:
(a) The Articles of Incorporation of the Company, as in effect on the date hereof;
(b) The By-laws of the Company, as in effect on the date hereof;
(c) The resolutions of the Directors approving the engagement of the Sub-Adviser as portfolio
manager of the Fund and approving the form of this Agreement;
(d) The resolutions of the Directors selecting the Investment Manager as investment manager to the
Fund and approving the form of the Management Agreement;
(e) The Management Agreement;
(f) The Code of Ethics of the Company and of the Investment Manager, as in effect on the date
hereof; 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-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-Sub-Adviser until three business days after the Sub-Sub-Adviser's receipt
thereof. The Investment Manager will provide such additional information as the Sub-Sub-Adviser may reasonably
request in connection with the performance of its duties hereunder.
7. Delivery of Documents to the Investment Manager. The Sub-Sub-Adviser has furnished the Sub-Adviser and
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Investment Manager with true, correct and complete copies of each of the following documents:
(a) The Sub-Sub-Adviser's Form ADV as filed with the Securities and Exchange Commission as of the
date hereof;
(b) The Sub-Sub-Adviser's most recent balance sheet;
(c) Separate lists of persons who the Sub-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-Sub-Adviser, as in effect on the date hereof.
The Sub-Sub-Adviser will furnish the Sub-Adviser and 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-Sub-Adviser. 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 Sub-Sub-Adviser will provide additional information as
the Sub-Adviser and the Investment Manager may reasonably request in connection with the Sub-Sub-Adviser's
performance of its duties under this Agreement.
8. Confidential Treatment. The parties hereto understand that any information or recommendation supplied
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by the Sub-Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as
confidential and for use only by the Sub-Adviser, the Investment Manager, the Company or such persons the
Sub-Adviser and 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-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-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
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that: (i) it is registered as an investment adviser under the Advisers Act and is registered or licensed as an
investment adviser under the laws of all jurisdictions in which its activities require it to be so registered or
licensed; 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-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-Sub-Adviser shall be subject to such Code of Ethics and shall not be subject
to any other Code of Ethics, including the Sub-Adviser's and the Investment Manager's Code of Ethics, unless
specifically adopted by the Sub-Sub-Adviser. The Sub-Adviser further represents and warrants to the
Sub-Sub-Adviser that (i) the appointment of the Sub-Sub-Adviser by the Sub-Adviser 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
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its obligations hereunder, the Sub-Sub-Adviser shall not be liable to the Company, the Fund, the Fund's
shareholders, the Sub-Adviser, or the Investment Manager for any act or omission resulting in any loss suffered
by the Company, the Fund, the Fund's shareholders, Sub-Adviser or the Investment Manager in connection with any
service to be provided herein. In no case will the Sub-Sub-Adviser be liable for any act or omission arising
prior to its service hereunder.
11. Other Activities of the Sub-Sub-Adviser. The Sub-Adviser agrees that the Sub-Sub-Adviser and any of its
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directors, officers or employees, and persons affiliated with the Sub-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
Sub-Adviser further acknowledges that the Sub-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 Sub-Adviser understands that the
Sub-Sub-Adviser shall not favor or disfavor any of the Sub-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-Sub-Adviser's clients over a period of time on a fair and equitable basis. Nothing in this
Agreement shall impose upon the Sub-Sub-Adviser any obligation (i) to purchase or sell, or recommend for
purchase or sale, for the Fund any security which the Sub-Sub-Adviser, its directors, officers, affiliates or
employees may purchase or sell for the Sub-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-Sub-Adviser, advisory or otherwise, or (ii) to
abstain from the purchase or sale of any security for the Sub-Sub-Adviser's other clients, advisory or otherwise,
which the Sub-Adviser or 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 hundred and
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twenty (120) days from the date hereof.
13. Notification. The Sub-Sub-Adviser will notify the Sub-Adviser and Investment Manager within a
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reasonable time of any change in the personnel of the Sub-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-Sub-Adviser shall be responsible for reasonable out-of-pocket costs and expenses
incurred by the Sub-Adviser, 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-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-Sub-Adviser
and its affiliates or is the result of a request by the Sub-Adviser or the Investment Manager or is due to other
circumstances beyond the Sub-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.
Sub-Adviser: Xxxx Xxxxx Management
00 Xxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx X. Xxxx
Executive Vice President
Sub-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: Xxxxxx X. Xxxxxxxxx, Esq.
14. Indemnification. The Sub-Sub-Adviser agrees to indemnify and hold harmless the Sub-Adviser, any
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affiliated person within the meaning of Section 2(a)(3) of the ICA ("affiliated person") of the Sub-Adviser and
each person, if any who, within the meaning of Section 15 of the 1933 Act, controls ("controlling person") the
Sub-Adviser, 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 Sub-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-Sub-Adviser, any
of the Sub-Sub-Adviser's employees or representatives or any affiliate of or any person acting on behalf of the
Sub-Sub-Adviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact
relating to the Sub-Sub-Adviser or the investment policies and restrictions to be followed by the Sub-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-Sub-Adviser to the Sub-Adviser, the Fund,
the Company or any affiliated person of the Sub-Adviser, 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-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-Sub-Adviser's indemnity in favor
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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.
The Sub-Adviser agrees to indemnify and hold harmless the Sub-Sub-Adviser, any affiliated person of the
Sub-Sub-Adviser and each controlling person of the Sub-Sub-Adviser, if any, against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Sub-Adviser
or such affiliated person or controlling person of the Sub-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 Sub-Adviser'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 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 other than in reliance upon and in conformity with written information furnished
by the Sub-Sub-Adviser, or any affiliated person of the Sub-Sub-Adviser, relating to the Sub-Sub-Adviser or the
investment policies and restrictions to be followed by the Sub-Sub-Adviser in managing the Fund or other than
upon any such verbal information confirmed by the Sub-Sub-Adviser in writing; provided, however, that in no case
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is the Sub-Adviser's indemnity in favor of the Sub-Sub-Adviser or any affiliated person or controlling person of
the Sub-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
Sub-Adviser's indemnification obligations under this Section 14 will extend to expenses and costs (including
reasonable attorneys fees) incurred by the Sub-Sub-Adviser as a result of any litigation brought by the
Sub-Adviser alleging the Sub-Sub-Adviser's failure to perform its obligations and duties in the manner required
under this Agreement unless judgment is rendered for the Sub-Adviser.
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,
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rules and regulations, including, without limitation, the applicable provisions of the ICA and rules and
regulations promulgated thereunder. To the extent that any provision contained herein conflicts with any such
applicable provision of law or regulation, the latter shall control. The terms and provisions of this Agreement
shall be interpreted and defined in a manner consistent with the provisions and definitions of the ICA. If any
provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall continue in full force and effect and shall not be affected by such invalidity.
16. Amendments, Waivers, etc. Provisions of this Agreement may be changed, waived, discharged or terminated
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only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge
or termination is sought. This Agreement (including Exhibit A hereto) may be amended at any time by written
mutual consent of the parties, subject to the requirements of the ICA and rules and regulations promulgated and
orders granted thereunder.
17. Governing State Law. This Agreement is made under, and shall be governed by and construed in accordance
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with, the laws of the State of Connecticut.
18. Severability. Each provision of this Agreement is intended to be severable. If any provision of this
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Agreement is held to be illegal or made invalid by court decision, statute, rule or otherwise, such illegality or
invalidity will not affect the validity or enforceability of the remainder of this Agreement.
The effective date of this agreement is September 17, 2001.
FOR THE SUB-ADVISER: FOR THE SUB-SUB-ADVISER:
===================================
Date: ____________________________ Date: ____________________________
Attest: ____________________________ Attest: ____________________________
American Skandia Advisor Funds, Inc.
XXXX Xxxxx All-Cap Growth Fund
Sub-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
Portfolio and all domestic equity series of American Skandia Advisor Funds, Inc. that are managed by the
Sub-Sub-Adviser: .20% of the portion of the combined average daily net assets not in excess of $500 million; plus
.175% of the portion over $500 million but not in excess of $1 billion; plus .15% of the portion over $1 billion
but not in excess of $1.5 billion; plus .125% of the portion in excess of $1.5 billion.
