AMERICAN SKANDIA ADVISOR FUNDS, INC.
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is between American Skandia Investment Services, Incorporated (the "Investment Manager") and INVESCO Funds
Group, Inc. (the "Sub-Adviser").
W I T N E S S E T H
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 INVESCO Capital Income Fund (the "Fund"), one series of the Company, under the terms of
a management agreement, dated September 28, 2002, 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
conforming to the investment objective, investment policies and restrictions of the Fund as set forth in the Registration
Statement of the Company as in effect from time to time (the "Registration Statement"), the Agreement and Articles of
Incorporation and By-laws of the Company, and any investment guidelines or other instructions received by the
Sub-Adviser in writing from the Investment Manager from time to time. Any amendments to the foregoing documents will
not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The appropriate
officers and employees of the Sub-Adviser will be available to consult with the Investment Manager, the Company and
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
Fund from time to time and, subject to the provisions of paragraph 3 of this Agreement, will place orders with and
give instructions to brokers, dealers and others for all such transactions and cause such transactions to be executed.
Custody of the Fund will be maintained by a custodian bank (the "Custodian") and the Investment Manager will authorize
the Custodian to honor orders and instructions by employees of the Sub-Adviser designated by the Sub-Adviser
to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund other than for
settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of the
Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal.
The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or
accounting services to the Fund except as specifically provided herein, as required by the ICA or the Advisers Act or
as may be necessary for the Sub-Adviser to supply to the Investment Manager, the Fund or the Fund's shareholders
the information required to be provided by the Sub-Adviser hereunder. Any records maintained hereunder shall be the
property of the Fund and surrendered promptly upon request.
In furnishing the services under this Agreement, the Sub-Adviser will comply with and use its best efforts to
enable the Fund to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii)
Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder; (iii) other applicable
provisions of state or federal law; (iv) the Agreement and Articles of Incorporation and By-laws of the Company; (v)
policies and
determinations of the Company and the Investment Manager provided to the Sub-Adviser in writing; (vi) the
fundamental and non-fundamental investment policies and restrictions applicable to the Fund, as set out in the
Registration Statement in effect, or as such investment policies and restrictions from time to time may be
amended by the Fund's shareholders or the Directors and communicated to the Sub-Adviser in writing; (vii) the
Registration Statement; and (viii) investment guidelines or other instructions received in writing from the Investment
Manager. Notwithstanding the foregoing, the Sub-Adviser shall have no responsibility to monitor compliance with
limitations or restrictions for which information from the Investment Manager or its authorized agents is required
to enable the Sub-Adviser to monitor compliance with such limitations or restrictions unless such information
is provided to the Sub-adviser in writing. The Sub-Adviser shall supervise and monitor the activities of its
representatives, personnel and agents in connection with the investment program of the Fund.
Nothing in this Agreement shall be implied to prevent the Investment Manager from engaging other sub-advisers
to provide investment advice and other services to the Fund or to series 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.
The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13-G 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
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, 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, including, but not limited to: the best price available; the
reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the order;
and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a
continuing basis. Subject to such policies and procedures as the Directors may determine, the Sub-Adviser shall have
discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent permissible
under applicable law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best execution of such
transactions who provide brokerage and/or research services, as such services are defined in section 28(e) of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Fund to pay any such broker-dealers
an amount of commission
for effecting a Fund 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 the sale
of interests in 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
reports, in such form as may be mutually agreed to by the parties hereto, concerning transactions and performance of the
Fund, including information required in the Registration Statement or information necessary for the Investment
Manager to review the Fund or discuss the management of it. The Sub-Adviser shall permit the books and records
maintained with respect to the Fund to be inspected and audited by the Company, the Investment Manager or their
respective agents at all reasonable times during normal business hours upon reasonable notice. The Sub-Adviser shall
immediately notify both the Investment Manager and the Company of any legal process served upon it in connection
with its activities hereunder, including any legal process served upon it on behalf of the Investment Manager,
the
Fund or the Company. The Sub-Adviser shall promptly notify the Investment Manager of any changes in any
information regarding the Sub-Adviser or the investment program for the Fund as described in Section 9 of
this Agreement.
5. Compensation of the Sub-Adviser. The amount of the compensation to the Sub-Adviser is computed at an annual
rate. The fee shall be payable monthly in arrears, based on the average daily net assets of the Fund for each month,
at the annual rate set forth in Exhibit A to this Agreement.
In computing the fee to be paid to the Sub-Adviser, the net asset value of the Fund shall be valued as set forth
in the Registration Statement. If this Agreement is terminated, the payment described herein shall be prorated to
the date of termination.
The Investment Manager and the Sub-Adviser shall not be considered as partners or participants in a joint
venture. The Sub-Adviser will pay its own expenses for the services to be provided pursuant to this Agreement and will
not be obligated to pay any expenses of the Investment Manager, the Fund or the Company. Except as otherwise specifically
provided herein, the Investment Manager, the Fund and the Company will not be obligated to pay any expenses of the
Sub-Adviser.
6. Delivery of Documents to the Sub-Adviser. The Investment Manager has furnished the Sub-Adviser with true, correct
and complete copies of each of the following documents:
(a) The Agreement and Articles of Incorporation, 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 Fund 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-Adviser from time to time with copies, properly certified or
otherwise authenticated, of all amendments of or supplements to the foregoing, if any. Such amendments or supplements
as to items (a) through (f) above will be provided within 30 days of the time such materials become available to
the Investment Manager. Such amendments or supplements as to item (g) above will be provided not later than the end
of the
business day next following the date such amendments or supplements become known to the Investment Manager. Any
amendments or supplements to the foregoing will not be deemed effective with respect to the Sub-Adviser until the
Sub-Adviser's receipt thereof. The Investment Manager will provide such additional information as the Sub-Adviser may
reasonably request in connection with the performance of its duties hereunder.
7. Delivery of Documents to the Investment Manager. The Sub-Adviser has furnished the Investment Manager with true,
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
Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as confidential and for
use only by
the Investment Manager, the Company or such persons the Investment Manager may designate in connection with the Fund.
The parties also understand that any information supplied to the Sub-Adviser in connection with the performance of
its obligations hereunder, particularly, but not limited to, any list of securities which may not be bought or
sold for the Fund, is to be regarded as confidential and for use only by the Sub-Adviser in connection with its
obligation to provide investment advice and other services to the Fund.
9. Representations of the Parties. Each party hereto hereby further represents and warrants to the other that: (i) 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 laws.
10. Liability. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its
obligations hereunder, the Sub-Adviser shall not be liable to the Company, the Fund, the Fund's shareholders or the
Investment Manager for any act or omission resulting in any loss suffered by the Company, the Fund, the Fund's
shareholders or the Investment Manager in connection with any service to be provided herein. The Federal laws impose
responsibilities under certain circumstances on persons who act in good faith, and therefore, nothing herein shall in
any way constitute a waiver or limitation of any rights which the Company, the Fund or the Investment Manager may have
under applicable law.
11. Other Activities of the Sub-Adviser. The Investment Manager agrees that the Sub-Adviser and any of its partners or
employees, and persons affiliated with the Sub-Adviser or with any such partner or employee, may render investment
management or advisory services to other investors and institutions, and that such investors and institutions may
own, purchase or sell, securities or other interests in property that are the same as, similar to, or different from
those
which are selected for purchase, holding or sale for the Fund. The Investment Manager further acknowledges
that the Sub-Adviser shall be in all respects free to take action with respect to investments in securities or other
interests in property that are the same as, similar to, or different from those selected for purchase, holding or sale
for the Fund. The Investment Manager understands that the Sub-Adviser shall not favor or disfavor any of the
Sub-Adviser's clients or class of clients in the allocation of investment opportunities, so that to the extent
practical, such opportunities will be
allocated among the Sub-Adviser's clients over a period of time on a fair and equitable basis. Nothing in this
Agreement shall impose upon the Sub-Adviser any obligation (i) to purchase or sell, or recommend for purchase or sale,
for the
Fund any security which the Sub-Adviser, its partners, affiliates or employees may purchase or sell for
the Sub-Adviser or such partner's, affiliate's or employee's own accounts or for the account of any other client of
the Sub-Adviser, advisory or otherwise, or (ii) to abstain from the purchase or sale of any security for the
Sub-Adviser's other clients, advisory or otherwise, which the Investment Manager has placed on the list provided
pursuant to paragraph 6(g) of this Agreement.
12. Continuance and Termination. This Agreement shall remain in full force and effect for one year from the date
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 personnel of the Sub-Adviser with responsibility for making investment decisions in relation to the Fund (the
"Fund 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 Fund 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 Fund Manager(s) reflects the termination of employment of the Fund Manager(s) with
the Sub-Adviser and its affiliates or is a result of a request by the Investment Manager or is due to other
circumstances beyond the Sub-Adviser's control.
Any notice, instruction or other communication required or contemplated by this Agreement shall be in
writing. All such communications shall be addressed to the recipient at the address set forth below, provided that
either party may, by notice, designate a different recipient and/or address for such party.
Investment Manager: American Skandia Investment Services, Incorporated
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx Xxxxx
Senior Vice President & Chief Operating Officer
Sub-Adviser: INVESCO Trust Company
0000 Xxxx Xxxxx Xxxxxx
X.X. Xxx 000000
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxx X. Xxxxx, Esq.
Company: American Skandia Advisor Funds, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
14. Indemnification. The Sub-Adviser agrees to indemnify and hold harmless the Investment Manager, any affiliated
person within the meaning of Section 2(a)(3)of the ICA ("affiliated person") of the Investment Manager and each person,
if
any who, within the meaning of Section 15 of the 1933 Act, controls ("controlling person") the Investment
Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other
expenses), to which the Investment Manager or such affiliated person or controlling person of the Investment
Manager may become subject under the 1933 Act, the ICA, the Advisers Act, under any other statute, law, rule
or regulation, at common law or otherwise, arising out of the Sub-Adviser's responsibilities hereunder (1) to
the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Sub-Adviser, any of
the Sub-Adviser's employees or representatives or any affiliate of or any person acting on behalf of the
Sub-Adviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in
the Registration Statement, including any amendment thereof or any supplement thereto, or the omission or alleged
omission to state therein a material fact required to be
stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in
reliance upon and in conformity with written information furnished by the Sub-Adviser to the Investment Manager, the
Fund, the Company or any affiliated person of the Investment Manager, the Fund or the Company or upon verbal
information confirmed by the Sub-Adviser in writing, or (3) to the extent of, and as a result of, the failure of the
Sub-Adviser to execute, or cause to be executed, Fund investment transactions according to the requirements
of the ICA; provided, however, that in no case is the Sub-Adviser's indemnity in favor of the Investment Manager or
any affiliated person or controlling person of the Investment Manager deemed to protect such person against any
liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or
gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
The Investment Manager agrees to indemnify and hold harmless the Sub-Adviser, any affiliated person of
the Sub-Adviser and each controlling person of the Sub-Adviser, if any, against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such
affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the ICA, the
Advisers Act, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the
Investment Manager's responsibilities as investment manager of the Fund (1) to the extent of and as a result of the
willful misconduct, bad faith, or gross negligence by the Investment Manager, any of the Investment Manager's employees
or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (2) as a result of
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement,
including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statement therein not misleading, if such a
statement or omission was made other than in reliance upon and in
conformity with written information furnished by the Sub-Adviser, or any affiliated person of the Sub-Adviser
or other than upon verbal information confirmed by the Sub-Adviser in writing; provided, however, that in no case is
the Investment Manager's indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the
Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject
by
reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement. It is agreed that the Investment
Manager's
indemnification obligations under this Section 14 will extend to expenses and costs (including reasonable
attorneys fees) incurred by the Sub-Adviser as a result of any litigation brought by the Investment Manager
alleging the Sub-Adviser's failure to perform its obligations and duties in the manner required under this
Agreement unless judgment is rendered for the Investment Manager.
15. Conflict of Laws. The provisions of this Agreement shall be subject to all applicable statutes, laws, 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 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
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
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 28, 2002.
FOR THE INVESTMENT MANAGER: FOR THE SUB-ADVISER:
________________________________________ ____________________________________
Date: ____________________________ Date: __________________________
Attest: ____________________________ Attest: __________________________
American Skandia Advisor Funds, Inc.
ASAF INVESCO Capital Income Fund
Sub-Advisory Agreement
EXHIBIT A
An annual rate of .35% of the average daily net assets of the Fund.
