EX-99.D 39 d6.htm EXHIBIT D6 Exhibit d6


                                           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 Pilgrim Baxter & Associates, Ltd. (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 ASAF PBHG Small-Cap  Growth 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 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 its best efforts to
enable  the  Fund to  conform  to the  requirements  of:  (i) the ICA and  the  regulations  promulgated  thereunder;  (ii)
Subchapter M of the Internal Revenue Code and the regulations  promulgated  thereunder;  (iii) other applicable  provisions
of state or federal law; (iv) the Articles of  Incorporation  and By-laws of the Company;  (v) policies and  determinations
of  the  Company  and  the  Investment  Manager  provided  to  the  Sub-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-Adviser  shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of 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
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facilities, including salaries of personnel, required for it to execute its duties hereunder.

3.       Execution of Fund  Transactions.  In connection  with the investment and  reinvestment  of the assets of the Fund,
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the Sub-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.

         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).  Allocation of orders placed by the  Sub-Adviser  on behalf of the fund to such  broker-dealer  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.  On occasions when
the  Sub-Adviser  deems the purchase or sale of a security to be in the interest of the Portfolio as well as other accounts
as to which the Sub-Adviser  exercises  investment  discretion,  the Sub-Adviser  may, but shall be under no obligation to,
aggregate  the  securities  to be purchased or sold in order to obtain best  execution.  In such event,  allocation  of the
securities so purchased or sold, as well as expenses  incurred in the  transaction,  will be made by the Sub-Adviser in the
manner it considers to be the most  equitable and  consistent  with its fiduciary  obligations to the Portfolio and to such
other accounts.

         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
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reports,  as may  reasonably  be  requested  by the  Investment  Manager  concerning  the  transactions,  performance,  and
compliance  of the Fund so that the  Investment  Manager may review such  matters and discuss the  management  of the Fund.
The Sub-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
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rate.  The fee shall be payable  monthly in arrears,  based on the average daily net assets of the Fund for each month,  at
the annual rate set forth in Exhibit A to this Agreement.

         In computing the fee to be paid to the  Sub-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,
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correct and complete copies of each of the following documents:

         (a)      The Articles of Incorporation of the Company, as in effect on the date hereof;

         (b)      The By-laws of the Company, as in effect on the date hereof;

         (c)      The resolutions of the Directors  approving the engagement of the Sub-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.

         (h)      A list of broker-dealers through whom securities transactions may not be effectuated for the Portfolio.

         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,
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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
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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)
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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  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.

10.      Liability.  In the absence of willful  misfeasance,  bad faith,  gross  negligence  or reckless  disregard for its
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obligations  hereunder,  the  Sub-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
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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
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hereof,  and is  renewable  annually  thereafter  by  specific  approval of the  Directors  or by vote of a majority of the
outstanding  voting  securities of the Fund.  Any such renewal shall be approved by the vote of a majority of the Directors
who are not  interested  persons  under  the ICA,  cast in person at a meeting  called  for the  purpose  of voting on such
renewal.  This Agreement may be terminated  without penalty at any time by the Investment  Manager or the Sub-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
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personnel 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
                           100 Mulberry Street
                           Newark, NJ 07102
                           Attention:  Robert F. Gunia
                           Executive Vice President

Sub-Adviser:               Pilgrim Baxter & Associates, Ltd.
                           1400 Liberty Ridge Drive
                           Wayne, PA  19087
                           Attention:  Brian F. Bereznak
                           Senior Vice President, Distribution

Company:          American Skandia Advisor Funds, Inc.
                           One Corporate Drive
                           Shelton, Connecticut 06484
                           Attention: Law Department

14.      Indemnification.  The  Sub-Adviser  agrees to indemnify and hold harmless the Investment  Manager,  any affiliated
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person within the meaning of Section 2(a)(3) of the ICA  ("affiliated  person") of the Investment  Manager and each person,
if any who,  within the meaning of Section 15 of the 1933 Act,  controls  ("controlling  person") the  Investment  Manager,
against any and all losses,  claims,  damages,  liabilities or litigation  (including reasonable legal and other expenses),
to which the  Investment  Manager or such  affiliated  person or controlling  person of the  Investment  Manager may become
subject under the 1933 Act, the ICA, the 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 grossly  negligent  failure of
the Sub-Adviser to execute, or cause to be executed,  portfolio  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
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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
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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.

         Promptly after receipt by an indemnified  party under this Section 14 of notice of the  commencement  of any claim
against it, such indemnified  party will, if a claim is to be made against an indemnifying  party under this Section,  give
notice to the indemnifying  party of the commencement of such claim, but the failure to notify the indemnifying  party will
not relieve the indemnifying  party of any liability that it may have to any indemnified  party,  except to the extent that
the indemnifying  party  demonstrates that the defense of such action is prejudiced by the indemnifying  party's failure to
give such notice.

         If a claim  is  brought  against  an  indemnified  party  and it gives  notice  to the  indemnifying  party of the
commencement  of such claim,  the  indemnifying  party will be entitled to participate in the defense of such claim and, to
the extent  that it wishes  (unless  (i) the  indemnifying  party is also a party to such claim and the  indemnified  party
determines  in good faith  that joint  representation  would be  inappropriate,  or (ii) the  indemnifying  party  fails to
provide  reasonable  assurance  to the  indemnified  party of its  financial  capacity  to defend  such  claim and  provide
indemnification  with  respect to such  claim),  to assume the  defense of such  claim  with  counsel  satisfactory  to the
indemnified  party and, after notice from the  indemnifying  party to the  indemnified  party of its election to assume the
defense of such claim, the indemnifying  party will not, as long as it diligently  conducts such defense,  be liable to the
indemnified  party under this Section 14 for any fees of other  counsel or any other  expenses  with respect to the defense
of such claim, in each case  subsequently  incurred by the indemnified  party in connection with the defense of such claim,
other than reasonable  costs of  investigation.  If the  indemnifying  party assumes the defense of a claim, (i) it will be
conclusively  established  for  purposes  of this  Agreement  that the claims  made are within the scope of and  subject to
indemnification;  (ii) no compromise or  settlement  of such claims may be effected by the  indemnifying  party without the
indemnified  party's  consent unless (A) there is no finding or admission of any violation of law, rule,  regulation or any
violation  of the rights of any person and no effect on any other claims that may be made  against the  indemnified  party,
and (B) the sole  relief  provided is  monetary  damages  that are paid in full by the  indemnifying  party;  and (iii) the
indemnified  party will have no liability with respect to any compromise or settlement of such claims effected  without its
consent.  If notice is given to an  indemnifying  party of the  commencement of any claim and the  indemnifying  party does
not, within ten days after the indemnified  party's notice is given,  give notice to the indemnified  party of its election
to assume the defense of such  claim,  the  indemnifying  party will be bound by any  determination  made in the defense of
such claim or any compromise or settlement effected by the indemnified party.

         Notwithstanding  the  foregoing,  if an  indemnified  party  determines  in good faith  that  there is  reasonable
probability  that a claim may adversely  affect it or its affiliates  other than as a result of monetary  damages for which
it would be entitled to  indemnification  under this Agreement,  the indemnified  party may, by notice to the  indemnifying
party,  assume the exclusive right to defend,  compromise,  or settle such claim,  but the  indemnifying  party will not be
bound by any  determination  of a court or  administrative  body  adjudicating  a claim so  defended or any  compromise  or
settlement effected without its consent (which may not be unreasonably withheld).

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 May 1, 2003.

FOR THE INVESTMENT MANAGER:                                   FOR THE SUB-ADVISER:



___________________________________                           ___________________________________
Robert F. Gunia
Executive Vice President



Date:    ____________________________                                  Date:    ____________________________


Attest:  ____________________________                                  Attest:  ____________________________




                                           American Skandia Advisor Funds, Inc.
                                              ASAF PBHG Small-Cap Growth Fund
                                                  Sub-Advisory Agreement


                                                         EXHIBIT A
                                                         ---------


         An annual rate equal to the following percentages of the combined average daily net assets of the Fund and the
series of American Skandia Trust that is managed by the Sub-Adviser and identified by the Sub-adviser and the Investment
Manager as being similar to the Fund: .50% of the portion of the combined average daily net assets not in excess of $100
million; plus .45% of the portion over $100 million but not in excess of $400 million; plus .40% of the portion over $400
million but not in excess of $900 million; plus .35% of the portion in excess of $900 million