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 GAMCO Investors, Inc. (the "Sub-Adviser").
W I T N E S S E T H
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WHEREAS, American Skandia Advisor Funds, Inc. (the "Company") is a Maryland corporation organized with one or more series of
shares and is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the
"ICA"); and
WHEREAS, the Investment Manager and the Sub-Adviser each is an investment adviser registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"); and
WHEREAS, the Board of Directors of the Company (the "Directors") have engaged the Investment Manager to act as investment manager
for the XXXX Xxxxxxx All-Cap 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-Adviser, and the Directors
have approved the engagement of the Sub-Adviser, to provide investment advice and other investment services set forth below.
NOW, THEREFORE, the Investment Manager and the Sub-Adviser agree as follows:
1. Investment Services. The Sub-Adviser will formulate and implement a continuous investment program for the Fund
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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-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 the Directors at reasonable times and
upon reasonable notice concerning the business of the Company, including valuations of securities which are not registered for
public sale, not traded on any securities market or otherwise may be deemed illiquid for purposes of the ICA; provided it is
understood that the Sub-Adviser is not responsible for daily pricing of the Fund's assets.
Subject to the supervision and control of the Investment Manager, which in turn is subject to the supervision and control
of the Directors, the Sub-Adviser in its discretion will determine which issuers and securities will be purchased, held, sold or
exchanged by the Fund or otherwise represented in the Fund's investment portfolio from time to time and, subject to the provisions
of paragraph 3 of this Agreement, will place orders with and give instructions to brokers, dealers and others for all such
transactions and cause such transactions to be executed. Custody of the Fund will be maintained by a custodian bank (the
"Custodian") and the Investment Manager will authorize the Custodian to honor orders and instructions by employees of the
Sub-Adviser designated by the Sub-Adviser to settle transactions in respect of the Fund. No assets may be withdrawn from the Fund
other than for settlement of transactions on behalf of the Fund except upon the written authorization of appropriate officers of
the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal.
The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting services to the
Fund except as specifically provided herein, as required by the ICA or the Advisers Act or as may be necessary for the Sub-Adviser
to supply to the Investment Manager, the Fund or the Fund's shareholders the information required to be provided by the
Sub-Adviser hereunder. Any records maintained hereunder 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 reasonable 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-Adviser 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-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 or portfolios of the Company for which the Sub-Adviser does not
provide such services, or to prevent the Investment Manager from providing such services itself in relation to the Fund or such
other series or portfolios. The Sub-Advisor and the Investment Manager understand and agree that if the Investment Manager
manages the Fund in a "manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the
performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the Sub-Advisor, (ii)
periodically make recommendations to the Company's Board as to whether the contract with one or more sub-advisors should be
renewed, modified or terminated, and (iii) periodically report to the Company's Board regarding the results of its evaluation and
monitoring functions. The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process.
The Sub-Advisor acknowledges that the Investment Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under
the ICA, 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-Adviser shall be responsible for the preparation and filing of any required Schedule 13G or Schedule 13D and Form
13-F with respect to securities held by the Fund. 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 in writing.
2. Investment Advisory Facilities. The Sub-Adviser, at its expense, will furnish all necessary investment facilities,
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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
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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 portfolio investment transaction in excess of the amount of
commission another broker-dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith
that such amount of commission is reasonable in relation to the value of the brokerage or research services provided by such
broker-dealer, viewed in terms of either that particular investment transaction or the Sub-Adviser's overall responsibilities with
respect to the Fund and other accounts as to which the Sub-Adviser exercises investment discretion (as such term is defined in
section 3(a)(35) of the 1934 Act). Such allocation shall be in such amounts and proportions as the Sub-Adviser shall determine in
good faith in conformity with its responsibilities under applicable laws, rules and regulations. The Sub-Adviser will submit
reports on such allocations to the Investment Manager regularly as requested by the Investment Manager, in such form as may be
mutually agreed to by the parties hereto, indicating the broker-dealers to whom such allocations have been made and the basis
therefor.
Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of shares in the Fund
and recommendations by the Investment Manager 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,
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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-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 (1) any changes in any information regarding the Sub-Adviser 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-Adviser. The amount of the compensation to the Sub-Adviser is computed at an annual rate. The
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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
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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) 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
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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 year-end 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
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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
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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 Investment Manager further represents and warrants to the Sub-Adviser that (i) the appointment of the Sub-Adviser by
the Investment Manager has been duly authorized and (ii) it has acted and will continue to act in connection with the transactions
contemplated hereby, and the transactions contemplated hereby are, in conformity with the ICA, the Company's governing documents
and other applicable law.
The Sub-Adviser represents, and the Investment Manager hereby agrees, that the word "Gabelli" is the property of the
Sub-Adviser for copyright and other purposes. The Investment Manager further agrees that the word "Gabelli" in the name of the
Fund is derived from the name of Xxxxx X. Xxxxxxx and such name may freely be used by the Sub-Adviser for other investment
companies, entities or products. The Investment Manager further agrees that, in the event that the Sub-Adviser shall cease to
provide sub-advisory services to the Fund under this Agreement or any successor agreement, the Investment Manager shall use its
best efforts to cause the Company to change the name of the Fund to one that does not include the word "Gabelli." Sub-Adviser
acknowledges and agrees that it will not use any designation comprised in whole or in part of the names "American Skandia Trust"
or "American Skandia Investment Services, Incorporated" on its own behalf, or in relation to any investment company for which
Sub-Adviser or its successors and any subsidiary or affiliate thereof acts as investment adviser, without the express written
permission of the Company and the Investment Manager, respectively, except that Sub-Adviser may state that it acts as a
sub-adviser to the Company and the Investment Manager.
10. Liability. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations
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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
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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 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
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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
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of the Sub-Adviser with responsibility for making investment decisions in relation to the Fund (the "Portfolio Manager(s)") or who
have been authorized to give instructions to the Custodian. The Sub-adviser shall be responsible for reasonable out-of-pocket
costs and expenses incurred by the Investment Manager, the Fund or the Company to amend or supplement the Company's prospectus to
reflect a change in Portfolio Manager(s) or otherwise to comply with the ICA, the Securities Act of 1933, as amended (the "1933
Act") or any other applicable statute, law, rule or regulation, as a result of such change; provided, however, that the
Sub-Adviser shall not be responsible for such costs and expenses where the change in Portfolio Manager(s) reflects the termination
of employment of the Portfolio Manager(s) with the Sub-Adviser and its affiliates or is the result of a request by the Investment
Manager or is due to other circumstances beyond the Sub-Adviser's control.
Any notice, instruction or other communication required or contemplated by this Agreement shall be in writing. All such
communications shall be addressed to the recipient at the address set forth below, provided that either party may, by notice,
designate a different recipient and/or address for such party.
Investment Manager: American Skandia Investment Services, Incorporated
Gateway Center Three
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Executive Vice President
Sub-Adviser: GAMCO Investors, Inc.
Xxx Xxxxxxxxx Xxxxxx
Xxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxxxx
Company: American Skandia Advisor Funds, Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Law Department
14. Indemnification. The Sub-Adviser agrees to indemnify and hold harmless the Investment Manager, any affiliated person
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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, portfolio investment transactions according to the requirements of the federal
securities laws; provided, however, that in no case is the Sub-Adviser's indemnity in favor of the Investment Manager or any
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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
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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
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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 an
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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
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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
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to be illegal or made invalid by court decision, statute, rule or otherwise, such illegality or invalidity will not affect the
validity or enforceability of the remainder of this Agreement.
The effective date of this agreement is May 1, 2003.
FOR THE INVESTMENT MANAGER: FOR THE SUB-ADVISER:
___________________________________ ___________________________________
Xxxxxx X.
Executive Vice President
Date: ____________________________ Date: ____________________________
Attest: ____________________________ Attest: ____________________________
American Skandia Advisor Funds, Inc.
XXXX Xxxxxxx All-Cap 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-Advisor and identified by the Sub-advisor and the Investment Manager as being
similar to the Fund: .50% of the portion of the combined average daily net assets not in excess of $500 million; plus .40% of the
portion in excess of $500 million.
