AMERICAN SKANDIA ADVISOR FUNDS INC
485APOS, EX-99.B6, 2000-06-09
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                      AMERICAN SKANDIA ADVISOR FUNDS, INC.

          Amended and Restated Underwriting and Distribution Agreement

                  This  Agreement is made as of August 2, 1999 between  American
Skandia  Advisor  Funds,  Inc.  (the  "Company"),  a Maryland  corporation,  and
American  Skandia  Marketing,  Incorporated  ("ASM"  or  the  "Distributor"),  a
Delaware corporation.

                               W I T N E S S E T H

                  WHEREAS,  the  Company  is  registered  under  the  Investment
Company Act of 1940, as amended (the  "Investment  Company Act"), as an open-end
management investment company; and

                  WHEREAS, shares of the Company may be divided into one or more
series  (each a "Fund," and  together,  the "Funds") and the shares of each Fund
may be divided into one or more classes; and

                  WHEREAS,  each Fund  currently is authorized to offer Class A,
Class B,  Class C,  Class X and New Class X shares  (respectively,  the "Class A
Shares,"  the "Class B Shares,"  the "Class C Shares," the "Class X Shares," and
the "New Class X Shares") and may offer shares of one or more additional classes
of shares in the future; and

                  WHEREAS,  the  term  "Shares"  where  used in  this  Agreement
pertains  collectively  to Class A,  Class B,  Class C,  Class X and New Class X
shares of a Fund; and

                  WHEREAS,   from  time  to  time,  ASM  may  enter  into  sales
agreements  with  brokers-dealers,   banks  or  other  financial  intermediaries
providing for the sale of Shares to eligible investors and may engage in certain
other promotional and sales efforts on behalf of the Company; and

                  WHEREAS,   ASM  is  a  broker-dealer   registered   under  the
Securities  Exchange Act of 1934, as amended,  and is engaged in the business of
selling shares of registered  investment  companies  either  directly or through
other broker-dealers; and

                  WHEREAS,  the Company and ASM wish to enter into an  agreement
with each  other,  with  respect to the  continuous  offering of Shares from and
after  the date  hereof  in order to  promote  the  growth  of the  Company  and
facilitate the distribution of Shares; and

                  WHEREAS,   each  Fund  has   adopted  a  plan  (or  plans)  of
distribution  pursuant  to Rule  12b-1  under the  Investment  Company  Act with
respect to the Class A,  Class B,  Class C, Class X and New Class X shares  (the
"Class  Plans"),  as well as a Supplemental  Distribution  Plan pursuant to Rule
12b-1 (the "Supplemental  Plan"),  authorizing  payments to the Distributor with
respect to the  distribution  of such  classes  and the  maintenance  of related
shareholder accounts (collectively, the "Plans").

                  NOW, THEREFORE, the parties hereto agree as follows:

Section 1.        Appointment of the Principal Underwriter

                  The Company  proposes to issue and sell Shares as permitted by
applicable law. The Company hereby appoints ASM as the principal underwriter and
general  distributor of the Shares to sell Shares on behalf of the Company,  and
ASM hereby accepts such  appointment  and agrees to act hereunder.  In the event
that the Company from time to time  designates  one or more Funds in addition to
the current  Funds or one or more  classes of Shares in addition to the Class A,
Class  B,  Class  C,  Class  X and New  Class  X  Shares,  the  Company  and the
Distributor  may enter  into a written  supplement  to this  Agreement,  and the
additional  Funds or  classes  of Shares  thereafter  shall be  subject  to this
Agreement.  The Company  hereby agrees during the term of this Agreement to sell
each class of Shares through ASM on the terms and conditions set forth below and
as  otherwise  specified by the Board of Directors of the Company (the "Board of
Directors").

Section 2.        Exclusive Nature of Duties

         2.1 The exclusive  rights granted to ASM to sell Shares shall not apply
to Shares issued in  connection  with the merger or  consolidation  of any other
investment  company  or  personal  holding  company  with  the  Company  or  the
acquisition by purchase or otherwise of all (or substantially all) the assets or
the outstanding shares of any such company by the Company.

         2.2 Such exclusive  rights shall not apply to Shares issued pursuant to
any  reinvestment  of dividends or capital  gains  distributions  or through the
exercise of any conversion feature or exchange privilege.

         2.3 Such exclusive  rights shall not apply to Shares issued pursuant to
any reinstatement privilege afforded redeeming shareholders.

         2.4 Such exclusive rights shall not apply to purchases made through the
Company's transfer and dividend  disbursing agent in the manner set forth in the
currently effective  Prospectus of the Company. The term "Prospectus" shall mean
each Prospectus and Statement of Additional  Information included as part of the
Company's Registration Statement, as such Prospectus and Statement of Additional
Information  may be  amended  or  supplemented  from time to time;  and the term
"Registration  Statement"  shall mean the  Registration  Statement  filed by the
Company with the  Securities  and Exchange  Commission  (the  "Commission")  and
effective under the Securities Act of 1933, as amended (the  "Securities  Act"),
and the Investment  Company Act, as such Registration  Statement is amended from
time to time.

Section 3.        Purchase of Shares from the Company

         3.1 ASM  shall  have the  right to buy from the  Company  on  behalf of
investors the Shares  needed,  but not more than the Shares  needed  (except for
clerical errors in transmission) to fill unconditional  orders for Shares placed
with ASM by investors or registered and qualified securities dealers,  banks and
other qualifying financial institutions ("Dealers").

         3.2 Shares shall be sold by ASM on behalf of the Company and  delivered
by ASM or Dealers,  as  described  in Section 6.4 hereof,  to  investors  at the
applicable offering price set forth in the Prospectus.

         3.3 The Company  shall have the right to suspend the sale of any or all
classes and/or series of Shares at times when  redemption is suspended  pursuant
to the  conditions  in  Section  4.3  hereof  or at such  other  times as may be
determined by the Board of Directors.

         3.4 The Company,  or any agent of the Company  designated in writing by
the  Company,  shall be  promptly  advised  of all  purchase  orders  for Shares
received by ASM.  Any order may be rejected by the Company;  provided,  however,
that the Company  will not  arbitrarily  or without  reasonable  cause refuse to
accept or confirm orders for the purchase of Shares.

         3.5 The Company (or its agent) will confirm  orders upon their receipt,
will make  appropriate  book  entries  and upon  receipt by the  Company (or its
agent) of payment  therefor,  will  deliver  deposit  receipts  for such  Shares
pursuant to the instructions of ASM. Payment shall be made to the Company in New
York Clearing House funds or Federal funds or such other method as may be agreed
upon in writing by ASM and the  Company.  ASM agrees to cause such  payment  and
such instructions to be delivered promptly to the Company (or its agent).

Section 4.        Repurchase or Redemption of Shares by the Company

         4.1 Any of the outstanding Shares may be tendered for redemption at any
time,  and the Company  agrees to repurchase or redeem the Shares so tendered in
accordance with its Articles of Incorporation and By-Laws,  as amended from time
to time, and in accordance with the applicable provisions of the Prospectus. The
price to be paid to redeem or repurchase  Shares shall be equal to the net asset
value  determined  as set forth in the  Prospectus.  All payments by the Company
hereunder shall be made in the manner set forth in Section 4.2 below.

         4.2 The Company shall pay the total amount of the  redemption  price as
defined in the above paragraph  pursuant to the instructions of ASM on or before
the seventh day  subsequent  to its having  received the notice of redemption in
proper  form.  The  proceeds of any  redemption  of Shares  shall be paid by the
Company as follows:  (i) in the case of Shares subject to a contingent  deferred
sales charge, any applicable  contingent  deferred sales charge shall be paid to
ASM and the  balance  shall  be paid  to or for  the  account  of the  redeeming
shareholder,  in each case in accordance  with the applicable  provisions of the
Prospectus;  and (ii) in the case of all other Shares, proceeds shall be paid to
or for the account of the redeeming shareholder, in each case in accordance with
applicable provisions of the Prospectus.

         4.3  Redemption of any Shares or payment may be suspended at times when
the New York Stock  Exchange  is closed for other than  customary  weekends  and
holidays, when trading on said Exchange is restricted,  when an emergency exists
as a result of which  disposal by the Company of  securities  owned by it is not
reasonably  practicable  or it is not  reasonably  practicable  for the  Company
fairly to determine the value of its net assets, or during any other period when
the Commission, by order, so permits.

Section 5.        Duties of the Company

         5.1  Subject  to the  possible  suspension  of the  sale of  Shares  as
provided herein,  the Company agrees to sell its Shares so long as it has Shares
available.

         5.2 The Company shall furnish ASM copies of all information,  financial
statements  and  other  papers  which  ASM  may  reasonable  request  for use in
connection with the distribution of Shares, and this shall include one certified
copy, upon request by ASM, of all financial  statements prepared for the Company
by independent public accountants.  The Company shall make available to ASM such
number of copies of its Prospectus  and annual and interim  reports as ASM shall
reasonable request.

         5.3 The  Company  shall  take,  from time to time,  but  subject to the
necessary  approval  of the  Board  of  Directors  and the  shareholders  of the
Company,  all necessary  action to fix the number of authorized  Shares and such
steps as may be necessary to register the same under the Securities  Act, to the
end that  there  will be  available  for  sale  such  number  of  Shares  as ASM
reasonably may expect to sell. The Company agrees to file from time to time such
amendments,  reports and other documents as may be necessary in order that there
will be no untrue statement of a material fact in the Registration Statement, or
necessary  in order that there will be no omission  to state a material  fact in
the  Registration  Statement  which omission  would make the statements  therein
misleading.

         5.4 The Company  shall use its best efforts to qualify and maintain the
qualification of any appropriate  number of Shares for sale under the securities
laws of such  states  as ASM and the  Company  may  approve;  provided  that the
Company shall not be required to amend its Articles of  Incorporation or By-Laws
to comply with the laws of any state,  to  maintain  an office in any state,  to
change the terms of the offering of Shares in any state from the terms set forth
in its Registration  Statement, to qualify as a foreign corporation in any state
or to consent to  service  of  process in any state  other than with  respect to
claims  arising out of the  offering of Shares.  Any such  qualification  may be
withheld,  terminated or withdrawn by the Company at any time in its discretion.
As provided in Section 9 hereof, the expense of qualification and maintenance of
qualification shall be borne by the Company.  ASM shall furnish such information
and other material  relating to its affairs and activities as may be required by
the Company in connection with such qualifications.

Section 6.        Duties of ASM

         6.1 ASM shall  devote  reasonable  time and  effort to effect  sales of
Shares to investors,  but shall not be obligated to sell any specific  number of
Shares of any class or in the  aggregate.  Sales of Shares shall be on the terms
described in the then current  Prospectus.  ASM may enter into like arrangements
with other investment companies.  ASM may compensate the Dealers as set forth in
the Prospectus.

         6.2 In selling each class of Shares,  ASM shall use its best efforts in
all respects duly to conform with the requirements of all federal and state laws
relating  to the sale of such  securities.  Neither  ASM nor any  Dealer nor any
other person is authorized by the Company to give any information or to make any
representations,  other than those  contained in the  Registration  Statement or
Prospectus  and any sales  literature  approved by  appropriate  officers of the
Company.

         6.3 ASM shall adopt and follow procedures for the confirmation of sales
to investors and Dealers,  the  collection  of amounts  payable by investors and
Dealers on such sales and the cancellation of unsettled transactions,  as may be
necessary  to  comply  with the  requirements  of the  National  Association  of
Securities Dealers, Inc. (the "NASD").

         6.4 ASM shall have the right to enter into  agreements  with Dealers of
its  choice  for the sale of Shares  ("Dealer  Agreements"),  provided  that the
Company shall approve the forms of such  agreements.  Within the United  States,
ASM shall  offer and sell  Shares  only to such  Dealers as are  members in good
standing of the NASD or are not eligible to become  members of the NASD.  Shares
sold to Dealers  shall be for resale by such dealers only at the offering  price
determined as set forth in the Prospectus.

Section 7.        Payments to ASM

         7.1 ASM shall receive any front-end  sales charge which is imposed upon
such  sales of Shares  and may  retain  any  portion  of such  sales  charge not
reallocated  to  Dealers  as  set  forth  in  the  Prospectus,  subject  to  the
limitations of Rule 2830(d) of the NASD Conduct Rules.  Payment of these amounts
to ASM is not  contingent  upon the adoption or  continuation  of any applicable
Plans.

         7.2 ASM shall  receive  and may retain any  contingent  deferred  sales
charge which is imposed on such sales as set forth in the Prospectus, subject to
the  limitations of Article III,  Section 26 of the NASD Rules of Fair Practice.
Payment  of  these  amounts  to ASM is  not  contingent  upon  the  adoption  or
continuation of any applicable Plans.

Section 8.        Payment to ASM under the Plans

         8.1 The Company shall pay to ASM as compensation for services under any
Class Plan and this Agreement  distribution and service fees with respect to the
Shares  as  described  in such  Plan  and this  Agreement.  To the  extent  that
distribution  fees are  payable to ASM under any Class Plan in respect of Shares
already sold by ASM, such fees shall not be paid to any person other than ASM or
its designee so long as such Plan is in effect.  The Company shall pay to ASM as
compensation  under the Supplemental Plan and this Agreement only from brokerage
commissions  paid by the Funds in connection with their  portfolio  transactions
that are made available to ASM as described in such Plan.

         8.2 So long as a Plan or any amendment thereto is in effect,  ASM shall
inform the Board of Directors of the commissions and account servicing fees with
respect to Shares to be paid by ASM to account  executives of ASM and to Dealers
which have Dealer  Agreements  with ASM. In  addition,  so long as a Plan or any
amendment  thereto is in effect, at the request of the Board of Directors or any
agent or  representative  of the  Company,  ASM shall  provide  such  additional
information  as may  reasonably be requested  concerning  the  activities of ASM
hereunder and the costs incurred in performing  such  activities with respect to
the relevant class of Shares and/or Fund.

Section 9.        Allocation of Expenses

                  The  Company   shall  bear  all  costs  and  expenses  of  the
continuous  offering of Shares (except for those costs and expenses borne by ASM
pursuant  to a Plan and  subject to the  requirements  of Rule  12b-1  under the
Investment  Company  Act),  including  fees and  disbursements  of the Company's
counsel and  auditors,  in  connection  with the  preparation  and filing of any
required  Registration  Statements  and/or  Prospectuses  under  the  Investment
Company Act or the Securities Act, and all amendments and  supplements  thereto,
and preparing  and mailing  annual and periodic  reports and proxy  materials to
shareholders  (including  but not  limited to the expense of setting in type any
such Registration Statements,  Prospectuses, annual or periodic reports or proxy
materials). The Company shall also bear the cost of expenses of qualification of
Shares for sale,  and, if necessary or advisable  in  connection  therewith,  of
qualifying  the  Company  as a broker or  dealer,  in such  states of the United
States  or other  jurisdictions  as shall be  selected  by the  Company  and ASM
pursuant to Section 5.4  hereof,  and the cost and expense  payable to each such
state  for  continuing  qualification  therein  until  the  Company  decides  to
discontinue such qualification pursuant to Section 5.4 hereof.

Section 10.       Indemnification

         10.1 The Company agrees to indemnify, defend and hold ASM, its officers
and  directors  and any person who controls ASM within the meaning of Section 15
of the  Securities  Act,  free and harmless from and against any and all claims,
demands,  liabilities  and  expenses  (including  the cost of  investigating  or
defending such claims,  demands or liabilities  and any reasonable  counsel fees
incurred in connection therewith) which ASM, its officers, directors or any such
controlling  person may incur under the  Securities  Act, or under common law or
otherwise,  arising out of or based upon any untrue statement of a material fact
contained in the  Registration  Statement or any Prospectus or arising out of or
based upon any alleged  omission to state a material  fact required to be stated
in either  thereof or necessary  to make the  statements  in either  thereof not
misleading, except insofar as such claims, demand, liabilities or expenses arise
out of or are based upon such untrue  statement  or  omission or alleged  untrue
statement or omission made in reliance upon and in conformity  with  information
furnished in writing by ASM to the Company for use in the Registration Statement
or any Prospectus;  provided,  however,  that this indemnity agreement shall not
inure to the benefit of any such officer,  director or controlling person unless
a court of competent  jurisdiction  shall  determine in a final  decision on the
merits,  that the person to be  indemnified  was not liable by reason of willful
misfeasance,  bad faith or gross negligence in the performance of its duties, or
by reason of its reckless  disregard  of its  obligations  under this  Agreement
(disabling  conduct),  or,  in the  absence  of such a  decision,  a  reasonable
determination, based upon a review of the facts, that the indemnified person was
not liable by reason of  disabling  conduct,  by (a) a vote of a  majority  of a
quorum  of  those  directors  (the   "Qualified   Directors")  who  are  neither
"interested  persons"  of the  Company as defined  in  Section  2(a)(19)  of the
Investment Company Act nor parties to the proceeding,  or (b) written opinion of
an  independent  legal  counsel.  The Company's  agreement to indemnify ASM, its
officers and directors and any such controlling person as aforesaid is expressly
conditioned  upon the Company's  being  promptly  notified of any action brought
against ASM, its officers or  directors  or any such  controlling  person,  such
notification  to be given by letter or telegram  addressed to the Company at its
principal  business  office.  The  Company  agrees  promptly  to  notify  ASM of
commencement of any litigation or proceedings  against it or any of its officers
or directors in connection with the issue and sale of any Shares.

         10.2 ASM agrees to indemnify, defend and hold the Company, its officers
and  Directors  and any person who  controls  the  Company,  if any,  within the
meaning of Section 15 of the Securities  Act, free and harmless from and against
any and all claims,  demands,  liabilities  and expenses  (including the cost of
investigating or defending  against such claims,  demands or liabilities and any
reasonable counsel fees incurred in connection therewith) which the Company, its
officers  and  directors  or any such  controlling  person  may incur  under the
Securities  Act or under  common law or  otherwise,  but only to the extent that
such liability or expense incurred by the Company,  its directors or officers or
such controlling person resulting from such claims or demands shall arise out of
or be based upon any alleged  untrue  statement of a material fact  contained in
information  furnished  in  writing  by  ASM  to  the  Company  for  use  in the
Registration  Statement or any Prospectus or shall arise out of or be based upon
any  alleged  omission  to  state  a  material  fact  in  connection  with  such
information  required  to  be  stated  in  the  Registration  Statement  or  any
Prospectus or necessary to make such information not misleading. ASM's agreement
to indemnify the Company,  its officers and  directors and any such  controlling
person as aforesaid, is expressly conditioned upon ASM's being promptly notified
of any action  brought  against the Company,  its officers and  directors or any
such controlling  person,  such notification being given to ASM at its principal
business office.

Section 11.       Duration and Termination of this Agreement

         11.1 This Agreement  shall become  effective as of the date first above
written  and shall  remain in force for a period of more than one year  after it
takes effect only so long as such continuance is specifically  approved at least
annually  by (a) the Board of  Directors,  or by the vote of a  majority  of the
outstanding  voting  securities of the applicable class of Shares and/or Fund as
required by the Investment Company Act, and (b) by the vote of a majority of the
Qualified Directors cast in person at a meeting called for the purpose of voting
upon such approval.

         11.2 This  Agreement  may be  terminated  with  respect to any class of
Shares  offered by any Fund or to any Fund at any time,  without  the payment of
any penalty,  by vote of a majority of the  Qualified  Directors or by vote of a
majority of the outstanding  voting securities of the applicable class of Shares
and/or Fund as required by the Investment  Company Act, or by ASM, on sixty (60)
days' written  notice to the other party.  This  Agreement  shall  automatically
terminate in the event of its assignment.

         11.3 The terms "affiliated person,"  "assignment,"  "interested person"
and "vote of a majority of the outstanding voting securities," when used in this
Agreement,  shall  have the  respective  meanings  specified  in the  Investment
Company Act and the rules and regulations thereunder, subject to such exemptions
as may be granted by the Securities and Exchange Commission.

Section 12.       Amendments to this Agreement

                  This  Agreement  may be  amended by the  parties  only if such
amendment is specifically  approved by a vote of (a) the Board of Directors,  or
by the vote of a majority of the outstanding voting securities of the applicable
class of Shares and/or Fund as required by the  Investment  Company Act, and (b)
the vote of a  Qualified  Directors  cast in person at a meeting  called for the
purpose of voting on such amendment.

Section 13.       Separate Agreement as to Each Class of Shares and Fund

                  The amendment or termination of this Agreement with respect to
any class of Shares or any Fund shall not result in the amendment or termination
of this  Agreement  with  respect  to any other  class of Shares or Fund  unless
explicitly so provided.

Section 14.       Governing Law

                  The  provisions  of this  Agreement  shall  be  construed  and
interpreted  in accordance  with the laws of the State of  Connecticut as at the
time in effect and the applicable  provisions of the Investment  Company Act. To
the extent that the  applicable law of the State of  Connecticut,  or any of the
provisions  herein,  conflict with the  applicable  provisions of the Investment
Company Act, the latter shall control.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the day and year above written.

                                   American Skandia Advisor Funds, Inc.

                                   By: _______________________________


                                   American Skandia Marketing, Incorporated

                                   By: _______________________________

11803-1


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