AMERICAN SKANDIA ADVISOR FUNDS, INC.
INVESTMENT MANAGEMENT AGREEMENT
Agreement made this 1st day of May, 2003, between American Skandia Advisor Funds, Inc., a
Maryland corporation (the Fund), and each of Prudential Investments LLC, a New York limited liability company
(PI) and American Skandia Investment Services, Inc. (ASISI).
W I T N E S S E T H
WHEREAS, the Fund is a diversified, open-end management investment company registered under the
Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, the Fund desires to retain PI and ASISI jointly to render or contract to obtain as
hereinafter provided investment advisory services to the Fund and the Fund also desires to avail itself of the
facilities available to PI and ASISI with respect to the administration of its day-to-day business affairs, and
both PI and ASISI are willing to render such investment advisory and administrative services; and
WHEREAS, the Fund desires to retain PI and ASISI to act as co-managers (in such joint capacity
the Co-Managers) with respect to the Fund; it being understood that PI, except as otherwise provided herein,
shall oversee, supervise and assist with ASISI's provision of investment advisory services to the Fund;
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Co-Managers to act as manager of the Fund and each series
thereof set forth on Schedule A hereto (each a Portfolio) and as administrator of its business affairs for the
period and on the terms set forth in this Agreement. The Co-Managers accept such appointment and agree to render
the services herein described, for the compensation herein provided. Subject to the approval of the Board of
Directors of the Fund, the Co-Managers are authorized to enter into one or more subadvisory agreements with any
subadviser, whether or not affiliated with the Manager (including, to the extent legally permissible, Prudential
Investment Management, Inc. and Xxxxxxxx Associates LLC) (each, a Subadviser), pursuant to which such Subadviser
shall furnish to the Fund and each Portfolio investment advisory services in connection with the management of
the Fund and such Portfolio (each, a Subadvisory Agreement). Subject to the approval of the Board of Directors
of the Fund, the Co-Managers are authorized to retain more than one Subadviser for each Portfolio, and if any
Portfolio has more than one Subadviser, the Co-Managers are authorized to allocate and reallocate the assets of
such Portfolio among the Subadvisers to such Portfolio. The Co-Managers will continue to have joint and several
responsibility to the Fund and each Portfolio for all investment advisory services furnished to the Fund and such
Portfolio pursuant to any Subadvisory Agreement. The Fund and Co-Managers understand and agree that the
Co-Managers may manage the Fund and each Portfolio in a "manager-of-managers" style with either a single
Subadviser or multiple Subadvisers for such Portfolio, which contemplates that the Co-Managers will, among other
things and pursuant to an Order issued by the Securities and Exchange Commission (SEC): (i) continually evaluate
the performance of each Subadviser to such Portfolio, if applicable, through quantitative and qualitative
analyses and consultations with such Subadviser; (ii) periodically, and at least annually, make recommendations
to the Fund's Board as to whether the contract with each Subadviser should be renewed, modified, or terminated in
respect of such Portfolio; and (iii) periodically report to the Fund's Board regarding the results of its
evaluation and monitoring functions. The Fund recognizes that, subject to Board approval, a Subadviser's
services in respect of the Fund or any Portfolio may be terminated or modified pursuant to the
"manager-of-managers" process, and that the Co-Managers may appoint a new Subadviser for any Subadviser that is so
removed.
2. Subject to the supervision of the Board of Directors of the Fund, the Co-Managers
shall administer the Fund's business affairs and, in connection therewith, shall furnish the Fund with office
facilities and with clerical, bookkeeping and recordkeeping services at such office facilities and, subject to
Section 1 hereof and any Subadvisory Agreement, the Co-Managers shall manage the investment operations of the
Fund and the composition of the investment portfolio for each Portfolio, including the purchase, retention and
disposition thereof, in accordance with the Portfolio's investment objectives, policies and restrictions as
stated in the Fund's SEC registration statement on Form N-1A, as in effect from time to time (the Registration
Statement), and subject to the following understandings:
(a) With respect to the Fund and each Portfolio, the Co-Managers (or the
Subadviser(s) to such Portfolio under the Co-Managers' supervision) shall provide supervision
of the Portfolio's investments, and shall determine from time to time what investments or
securities will be purchased, retained, sold or loaned by the Portfolio, and what portion of
the assets of such Portfolio will be invested or held uninvested as cash.
(b) With respect to the Fund and each Portfolio, the Co-Managers, in the
performance of their duties and obligations under this Agreement, shall act in conformity with
the Articles of Incorporation of the Fund and the Registration Statement and with the
instructions and directions of the Board of Directors of the Fund, and will conform to and
comply with the requirements of the 1940 Act and all other applicable federal and state laws
and regulations. In connection therewith, the Co-Managers shall, among other things, prepare
and file (or cause to be prepared and filed) such reports as are, or may in the future be,
required by the SEC).
(c) With respect to the Fund and each Portfolio, the Co-Managers (or the
Subadviser(s) to such Portfolio under the Co-Managers' supervision) shall determine the
securities and futures contracts to be purchased or sold by such Portfolio and will place
orders pursuant to their determinations with or through such persons, brokers, dealers or
futures commission merchants (including but not limited to Prudential Securities Incorporated,
to the extent legally permissible) in conformity with the policy with respect to brokerage as
set forth in the Registration Statement or as the Board of Directors may direct from time to
time. In providing the Fund and each Portfolio with investment supervision, it is recognized
that the Co-Managers (or the Subadviser(s) to such Portfolio under the Co-Managers'
supervision) will give primary consideration to securing the most favorable price and efficient
execution. Consistent with this policy, the Co-Managers (or the Subadviser(s) to such
Portfolio under the Co-Managers' supervision) may consider the financial responsibility of or
[research and investment information and other services] provided by brokers, dealers or
futures commission merchants who may effect or be a party to any such transaction or other
transactions to which other clients of either of the Co-Manager (or Subadvisers) may be a
party, the size and difficulty in executing the order, and the value of the expected
contribution of the broker dealer to the investment performance of the Portfolio on a
continuing basis. It is understood that, to the extent legally permissible, Prudential
Securities Incorporated (or a broker-dealer affiliated with a Subadviser) may be used as
principal broker for securities transactions, but that no formula has been adopted for
allocation of the Fund's investment transaction business for the Fund or any Portfolio. It is
also understood that it is desirable for the Fund and each Portfolio that the Co-Manager (or
the Subadviser(s) to such Portfolio) have access to supplemental investment and market research
and security and economic analysis provided by brokers or futures commission merchants, and
that such brokers or futures commission merchants may execute brokerage transactions at a
higher cost to the Fund and such Portfolio than may result when allocating brokerage to other
brokers or futures commission merchants on the basis of seeking the most favorable price and
efficient execution. Therefore, the Co-Managers (and the Subadviser(s) to such Portfolio under
the Co-Manager's supervision) each is authorized to pay higher brokerage commissions for the
purchase and sale of securities and futures contracts for the Fund to brokers or futures
commission merchants who provide such research and analysis, subject to review by the Fund's
Board of Directors from time to time with respect to the extent and continuation of this
practice. It is understood that the services provided by such broker or futures commission
merchant may be useful to the Co-Manager (or the Subadviser) in connection with its services to
other clients.
On occasions when the Co-Managers (or any Subadviser to such Portfolio under the
Co-Managers' supervision) deem the purchase or sale of a security or a futures contract to be
in the best interest of the Fund and such Portfolio as well as other clients of the Co-Managers
(or such Subadviser), the Co-Manager (or such Subadviser), to the extent legally permissible,
may, but shall be under no obligation to, aggregate the securities or futures contracts to be
so sold or purchased in order to obtain the most favorable price or lower brokerage commissions
and efficient execution. In such event, allocation of the securities or futures contracts so
purchased or sold, as well as the expenses incurred in the transaction, will be made by the
Co-Managers (or such Subadviser) in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and such Portfolio and to such other
clients.
(d) With respect to the Fund and each Portfolio, the Co-Managers (or the
Subadviser(s) to such Portfolio under the Co-Managers' supervision) shall maintain all books
and records with respect to the Fund's and such Portfolio's portfolio transactions and shall
render to the Fund's Board of Directors such periodic and special reports as the Board may
reasonably request.
(e) With respect to the Fund and each Portfolio, the Co-Managers (or the
Subadviser(s) to such Portfolio under the Co-Manager's supervision) shall be responsible for
the financial and accounting records to be maintained by the Fund and such Portfolio's
(including those being maintained by the Fund's custodian).
(f) With respect to the Fund and each Portfolio, the Co-Manager (or the
Subadviser(s) to such Portfolio under the Co-Managers' supervision) shall provide the Fund's
custodian on each business day information relating to all transactions concerning the assets
of the Fund and such Portfolio.
(g) The investment management services of the Co-Managers under this Agreement are
not to be deemed exclusive, and the Co-Managers shall be free to render similar services to
others.
(h) The Co-Managers shall make reasonably available their employees and officers
for consultation with any of the Directors or officers or employees of the Fund with respect to
any matter discussed herein, including, without limitation, the valuation of the Fund's
securities.
3. The Fund has delivered to the Co-Managers copies of each of the following documents
and will deliver to it all future amendments and supplements, if any:
(a) Articles of Incorporation of the Fund;
(b) By-Laws of the Fund (such By-Laws, as in effect on the date hereof and as
amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Board of Directors of the Fund authorizing the
appointment of the Manager and approving the form of this agreement;
(d) Registration Statement under the 1940 Act and the Securities Act of 1933, as
amended, on Form N-1A, as filed with the SEC relating to the Fund and its shares of common
stock and all amendments thereto; and
(e) Each prospectus and statement of additional information of the Fund.
4. The Co-Managers shall authorize and permit any of their officers and employees who may
be elected as Directors or officers of the Fund to serve in the capacities in which they are elected. All
services to be furnished by the Co-Managers under this Agreement may be furnished through the medium of any such
officers or employees of the Co-Managers.
5. The Co-Managers shall keep the Fund's books and records required to be maintained by
it pursuant to Paragraph 2 hereof. The Co-Managers agree that all records which it maintains for the Fund are
the property of the Fund, and they will surrender promptly to the Fund any such records upon the Fund's request,
provided however that the Co-Managers may retain a copy of such records. The Co-Managers further agree to
preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be
maintained by the Co-Managers pursuant to Paragraph 2 hereof.
6. During the term of this Agreement, the Co-Managers shall pay the following expenses:
(i) the salaries and expenses of all Directors, officers and employees of the Fund
and the Co-Managers, except the fees and expenses of Directors who are not
affiliated persons of the Co-Managers or any Subadviser,
(ii) all expenses incurred by the Co-Managers in connection with managing the
ordinary course of the Fund's business, other than those specifically assumed
by the Fund herein, and
(iii) the fees, costs and expenses payable to each Subadviser pursuant to a
Subadvisory Agreement.
The Fund assumes and will pay the expenses described below:
(a) the fees and expenses incurred by the Fund or any Portfolio in connection with
the management of the investment and reinvestment of its assets,
(b) the fees and expenses of Fund Directors who are not "interested persons" of
the Fund within the meaning of the 1940 Act,
(c) the fees and expenses of the Custodian that relate to (i) the custodial
function and the recordkeeping connected therewith, (ii) preparing and maintaining the general
accounting records of the Fund and the provision of any such records to the Co-Managers useful
to the Co-Managers in connection with the Co-Managers' responsibility for the accounting
records of the Fund pursuant to Section 31 of the 1940 Act and the rules promulgated
thereunder, (iii) the pricing or valuation of the shares of the Fund, including the cost of any
pricing or valuation service or services which may be retained pursuant to the authorization of
the Board of Directors of the Fund, and (iv) for both mail and wire orders, the cashiering
function in connection with the issuance and redemption of the Fund's securities,
(d) the fees and expenses of the Fund's Transfer and Dividend Disbursing Agent
that relate to the maintenance of each shareholder account,
(e) the charges and expenses of legal counsel and independent accountants for the
Fund,
(f) brokers' commissions and any issue or transfer taxes chargeable to the Fund in
connection with its securities and futures transactions,
(g) all taxes and corporate fees payable by the Fund to federal, state or other
governmental agencies,
(h) the fees of any trade associations of which the Fund may be a member,
(i) the cost of certificates representing, and/or non-negotiable share deposit
receipts evidencing, shares of the Fund,
(j) the cost of fidelity, directors' and officers' and errors and omissions
insurance,
(k) the fees and expenses involved in registering and maintaining registration of
the Fund and of its shares with the SEC, and paying notice filing fees under state securities
laws, including the preparation and printing of the registration statement and the Fund's
prospectuses and statements of additional information for filing under federal and state
securities laws for such purposes,
(l) allocable communications expenses with respect to investor services and all
expenses of shareholders' and Directors' meetings and of preparing, printing and mailing
reports and notices to shareholders in the amounts necessary for distribution to the
shareholders,
(m) litigation and indemnification expenses and other extraordinary expenses not
incurred in the ordinary course of the Fund's business, and
(n) any expenses assumed by the Fund pursuant to a distribution and/or service
plan adopted in a manner that is consistent with Rule 12b-1 under the 1940 Act.
7. For the services provided and the expenses assumed by the Co-Managers pursuant to this
Agreement, the Fund will pay to ASISI as full compensation therefore a fee at the annual rate(s) as described on
the attached Schedule A with respect to the average daily net assets of the Fund. This fee will be computed
daily, and will be paid to ASISI monthly. The Fund shall not pay any fee or other compensation to PI for the
services provided and the expenses assumed pursuant to this Agreement. Provided, however, that upon any
dissolution, liquidation or merger of ASISI into PI, or in the event that ASISI is unable for any reason to
perform its duties as specified in this Agreement, PI shall be entitled to receive the same fees as formerly paid
by the Fund to ASISI subject to the performance of the obligations of the Co-Managers hereunder.
8. The Co-Managers shall not be liable for any error of judgment or for any loss suffered
by the Fund in connection with the matters to which this Agreement relates, except that the Co-Managers shall be
jointly and severally liable for any loss resulting from a breach of fiduciary duty with respect to the receipt
of compensation for services (in which case any award of damages shall be limited to the period and the amount
set forth in Section 36(b)(3) of the 0000 Xxx) or loss resulting from willful misfeasance, bad faith or gross
negligence on either Co-Manager's part in the performance of their duties or from reckless disregard by either
Co-Manager of their obligations and duties under this Agreement. Federal and state laws impose responsibilities
under certain circumstances on persons who act in good faith and, therefore, nothing herein shall in any way
constitute a waiver of limitation of any rights which the Fund may have under applicable law.
9. This Agreement shall continue in effect as to each Portfolio for a period of more than
two years from the date hereof only so long as such continuance is specifically approved at least annually in
conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated with
respect to the Fund or any Portfolio at any time, without the payment of any penalty, by the Board of Directors
of the Fund or by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of such
Portfolio, or by the Co-Managers at any time, without the payment of any penalty, on not more than 60 days' nor
less than 30 days' written notice to the other party. This Agreement shall terminate automatically in the event
of its assignment (as defined in the 1940 Act).
10. Nothing in this Agreement shall limit or restrict the right of any officer or employee
of the Co-Managers who may also be a Director, officer or employee of the Fund to engage in any other business or
to devote his or her time and attention in part to the management or other aspects of any business, whether of a
similar or dissimilar nature, nor limit or restrict the right of the Co-Managers to engage in any other business
or to render services of any kind to any other corporation, firm, individual or association; provided that
nothing in this paragraph 10 shall relieve the Co-Managers from the performance of any obligation hereunder.
11. Except as otherwise provided herein or authorized by the Board of Directors of the
Fund from time to time, the Co-Managers shall for all purposes herein be deemed to be independent contractors,
and shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the
Fund or any Portfolio.
12. During the term of this Agreement, the Fund agrees to furnish the Co-Managers at their
respective principal offices all prospectuses, proxy statements, reports to shareholders, sales literature, or
other material prepared for distribution to shareholders of the Fund or the public, which refer in any way to the
Co-Managers prior to use thereof and not to use such material if the Co-Managers reasonably object in writing
within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of
termination of this Agreement, the Fund will continue to furnish to the Co-Managers copies of any of the above-
mentioned materials which refer in any way to the Co-Managers. Sales literature may be furnished to the
Co-Managers hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery. The
Fund shall furnish or otherwise make available to the Co-Managers such other information relating to the business
affairs of the Fund as the Cop-Managers at any time, or from time to time, reasonably request in order to
discharge its obligations hereunder.
13. This Agreement may be amended by mutual consent, but the consent of the Fund must be
obtained in conformity with the requirements of the 1940 Act.
14. Any notice or other communication required to be given pursuant to this Agreement
shall be deemed duly given if delivered or mailed by registered mail, postage prepaid to the respective addresses
indicated below; provided that any party may, by written notice to the others, designate a different recipient or
address for such party:
If to the Co-Managers: Prudential Investments LLC
Gateway Center Three
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000-0000
Attention: President
and
American Skandia Investment Services,
Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention:
If to the Fund: American Skandia Advisor Funds, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention:
Copy to:
Prudential Investments LLC
Gateway Center Three
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000-0000
Attention: President
15. This Agreement shall be governed by and construed in accordance with the laws of the
State of New York.
16. The Fund may use the name "___________ Fund" or any name including the word
"Prudential," "Skandia," "ASAF," or "American Skandia" only for so long as this Agreement or any extension,
renewal or amendment hereof remains in effect, including any similar agreement with any organization which shall
have succeeded to the Co-Managers' business as Co-Managers or any extension, renewal or amendment thereof remain
in effect. At such time as such an agreement shall no longer be in effect, the Fund will (to the extent that it
lawfully can) cease to use such a name or any other name indicating that it is advised by, managed by or
otherwise connected with the Co-Managers, or any organization which shall have so succeeded to such businesses.
In no event shall the Fund use the name "___________ Fund." or any name including the word "Prudential,"
"Skandia," "ASAF," or "American Skandia" if the Co-Managers' functions are transferred or assigned to a company of
which The Prudential Insurance Company of America does not have control. Further provided, that the Fund's right
to use the words "Skandia," "ASAF," or "American Skandia" shall also be subject to the terms, conditions,
restrictions and limitations governing the use of such words as set forth in any licensing or similar
agreement(s) that may then be in effect between Prudential Financial, Inc. and Skandia Insurance Company Ltd. Or
their successors or assigns.
17. Liability of the Directors and Shareholders. A copy of the Articles of Incorporation
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of the Fund is on file with the Secretary of the State of Maryland, and notice is hereby given that this
instrument are not binding upon any of the Directors or shareholders individually but is binding only upon the
assets and property of the Fund.
18. Questions of Interpretation. Any question of interpretation of any term or provision
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of this Agreement having a counterpart in or otherwise derived from a term or provision of the ICA, shall be
resolved by reference to such term or provision of the ICA and to interpretations thereof, if any, by the United
States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders
of the Securities and Exchange Commission issued pursuant to the ICA. In addition, where the effect of a
requirement of the ICA, reflected in any provision of this Agreement, is related by rules, regulation or order of
the Securities and Exchange Commission, such provision shall be deemed to incorporate the effect of such rule,
regulation or order.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused this
instrument to be executed by their officers designated below as of the day and year above written.
AMERICAN SKANDIA ADVISOR FUNDS, INC.
By: _____________________________
PRUDENTIAL INVESTMENTS LLC
By: ____________________________
AMERICAN SKANDIA INVESTMENT SERVICES, INCORPORATED
By:______________________________
Schedule A
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ASAF Strong International Equity Fund
ASAF Xxxxxxx Xxxxx International Growth Fund
ASAF American Century International Growth Fund
XXXX XxXX international equity fund
ASAF PBHG Small-Cap Growth Fund
XXXX XxXX Small-Cap Growth Fund
XXXX Xxxxxxx Small-Cap Value Fund
XXXX Xxxxxxx Xxxxx Mid-Cap Growth Fund
XXXX Xxxxxxxxx Xxxxxx Mid-Cap Growth Fund
XXXX Xxxxxxxxx Xxxxxx Mid-Cap Value Fund
XXXX Xxxxx All-Cap Growth Fund
XXXX Xxxxxxx All-Cap Value Fund
ASAF INVESCO Technology Fund
ASAF INVESCO Health Sciences Fund
ASAF ProFund Managed OTC Fund
ASAF Alliance Growth Fund
XXXX Xxxxxxx Capital Growth Fund
XXXX Xxxxxxx Xxxxx Concentrated Growth Fund
XXXX XxXX Large-Cap Growth Fund
XXXX X. Xxxx Price Tax Managed Fund
ASAF Alliance/Xxxxxxxxx Growth + Value Fund
ASAF Xxxxxxx Xxxxxxxxx Core Value Fund
XXXX XxXX Large-Cap Value Fund
ASAF Xxxxxxx Xxxxxxxxx Managed Index 500 Fund
ASAF Alliance Growth and Income Fund
ASAF MFS Growth with Income Fund
ASAF INVESCO Capital Income Fund
ASAF American Century Strategic Balanced Fund
ASAF Federated High Yield Bond Fund
ASAF PIMCO Total Return Bond Fund
ASAF Money Market Fund
Schedule dated April 30, 2003.
