AMERICAN SKANDIA ADVISOR FUNDS, INC.
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CODE OF ETHICS
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WHEREAS, AMERICAN SKANDIA ADVISOR FUNDS, INC. (the "Company") is a registered investment company under the
Investment Company Act of 1940, as amended (the "ICA"); and
WHEREAS, Rule 17j-i under the ICA requires the Company, the investment advisor, and the distributor of the
Company to adopt a Code of Ethics.
NOW, THEREFORE, the Company hereby adopts the following Code of Ethics, as amended, this 1st day of June, 2000.
DEFINITIONS
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For the purposes of this Code of Ethics the following terms shall have the meanings set forth below:
(a) "Access Person" means any director, officer, or advisory person of the Company; provided, however, that
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any persons who are access persons of the investment adviser or distributor for the Company, and who reports his or her
securities transactions to such investment adviser or distributor in accordance with Rule 17j-i of the ICA, shall not be
deemed an access person of the Company required to report pursuant to this Code of Ethics. The President of the Company
will maintain a list of all access persons (and of all persons who would be access persons but for the exception set
forth above regarding access persons of other companies), and will notify each access person in writing that such person
is an access person. Once a person has been so identified he or she shall continue to be an access person until
otherwise notified in writing by the President provided, however, if such person is an access person solely because he or
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she is a director of the Company, such person shall cease to be an access person at the time such person ceases to be a
director. Each access person shall receive a copy of this Code.
(b) "Advisory Person" means
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(i) any employee of the Company, its investment advisor or distributor (or of any entity in a
control relationship with the Company, its investment advisor or distributor, as defined in (e) hereof) who, in
connection with his or her regular functions or duties, makes, participates in, or obtains information (other than
publicly available information) regarding the purchase or sale of a security by the Company, or whose functions relate to
the making of any recommendation with respect to such purchases or sales; and
(ii) any natural person who controls the Company or its investment adviser and who obtains
information (other than publicly available information) concerning recommendations made to the Company with regard to the
purchase or sale of securities.
(c) "Affiliated Persons" or "Affiliates" means
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(i) any employee or access person of the Company, and any member of the immediate family (defined
as spouse, child, mother, father, brother, sister, in-law or any other relative) of any such person who lives in the same
household as such person or who is financially dependent upon such person;
(ii) any account for which any of the persons described in (c)(i) hereof is a custodian, director or
otherwise acting in a fiduciary capacity, or with respect to which any such person either has the authority to make
investment decisions or from time to time gives investment advice; and
(iii) any partnership, corporation, joint venture, trust or other entity in which any employee of the
Company or access person of the Company directly or indirectly, in the aggregate, has a 10% or more beneficial interest
or for which any such person is a general partner or an executive officer.
(d) "Beneficial ownership of a security" by any person includes securities held by: (a) a spouse, minor
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children or relatives who share the same home with such person; (b) an estate for such person's benefit; (c) a trust, of
which (i) such person is a director or such person or members of such person's immediate family have a vested interest in
the income or corpus of the trust, or (ii) such person owns a vested beneficial interest, or (iii) such person is the
settlor and such person has the power to revoke the trust without the consent of all the beneficiaries; (d) a partnership
in which such person is a partner; (e) a corporation (other than with respect to treasury shares of the corporation) of
which such person is an officer, Director or 10% stockholder; (f) any other person if, by reason of contract,
understanding, relationship, agreement or other arrangement, such person obtains therefrom benefits substantially
equivalent to those of ownership; or (g) such person's spouse or minor children or any other person, if, even though such
person does not obtain therefrom the above-mentioned benefits of ownership, such person can vest or revest title in
himself at once or at some future time. A beneficial owner of a security also includes any person who directly or
indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power
and/or investment power with respect to such security. Voting power includes the power to vote, or includes the power to
dispose, or to direct the disposition of such security.
(e) "Control" means the power to exercise a controlling influence over the management or policies of a
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corporation. Any person who owns beneficially, either directly or through one or more controlled corporations, more than
25% of the voting securities of a corporation shall be presumed to control such corporation.
(f) "Covered Security" means any note, stock, treasury stock, bond, debenture, evidence of indebtedness,
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certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, reorganization
certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit
for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or
privilege on any security (including a certificate of deposit) or on any group or index of securities (including any
interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a
national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a
"security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for,
guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing, provided, however, that "covered
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security" shall not mean securities issued or guaranteed by the Government of the United States, bankers' acceptances,
bank certificates of deposit, commercial paper, high quality short-term debt instruments (including repurchase
agreements), and shares of registered open-end investment companies.
(g) "Investment Personnel" means an employee of the Company (or of any entity in a control
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relationship with the Company as defined in (e) hereof) who in connection with his or her regular
functions and duties, makes or participates in making recommendations regarding the purchase or sale of
securities by the Company; and any natural person who controls the Company and who obtains information
concerning recommendations regarding the purchase or sale of securities by the Company.
(h) "Initial Public Offering" means an offering of securities registered under the Securities Act of 1933
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("Securities Act"), the issuer of which, immediately before the registration, was not subject to the reporting
requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act").
(i) "Limited Offering" is an offering that is exempt from registration under the Securities Act pursuant to
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Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act.
(j) "Purchase or sale of a covered security" includes the writing of an option to purchase or sell a
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security.
(k) "Security held or to be acquired" by the Company means any covered security which, within the most
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recent fifteen (15) days, (i) is or has been held by the Company, or (ii) is being or has been considered by the Company
for purchase by the Company.
I. Compliance with Governing Laws, Regulations and Procedures
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All employees of the Company and the investment advisor and distributor to the Company shall have and maintain
knowledge of and shall comply strictly with all applicable Federal and state laws and all rules and regulations of any
governmental agency or self-regulatory organization governing his or her activities.
Each employee will be given a copy of the Code of Ethics at the time of his or her employment.
Each employee shall comply with all laws and regulations relating to the use of material non-public information.
Trading on "inside information" of any sort, whether obtained in the course of research activities, through a client
relationship or otherwise, is strictly prohibited.
All employees shall comply strictly with procedures established by the Company to ensure compliance with
applicable Federal and state laws and regulations adopted by governmental agencies and self-regulatory organizations.
The employees shall not knowingly participate in, assist, or condone any acts in violation of any statute or regulation
governing securities matters, nor any act which would violate any provision of this Code of Ethics, or any rules adopted
thereunder.
Each employee having supervisory responsibility shall exercise reasonable supervision over employees subject to
his or her control, with a view to preventing any violation by such persons of applicable statutes or regulations, the
Company's procedures or the provisions of the Code of Ethics.
Any employee encountering evidence that acts in violation of applicable statutes or regulations or provisions of
the Code of Ethics have occurred shall report such evidence to the Board of Directors (the "Directors") of the Company.
While the employees of the various sub-advisors to the Company are not subject to this Code of Ethics generally,
each sub-advisor will provide to the Company and its investment advisor a copy of the sub-advisor's code of ethics, and
will notify the Company and its investment advisor, no less frequently than quarterly, of any material violations of such
code of ethics.
II. Confidentiality of Transactions
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Information relating to the Company's portfolio and research and studies activities is confidential until
publicly available. Whenever statistical information or research is supplied to or requested by the Company, such
information must not be disclosed to any persons other than persons designated by the President of the Company or the
Directors. If the Company is considering a particular purchase or sale of a security for the Company, this must not be
disclosed except to such duly authorized persons.
Any employee authorized to place orders for the purchase or sale of securities on behalf of the Company shall
take all steps reasonably necessary to provide that all brokerage orders for the purchase and sale of securities for the
account of the Company will be so executed as to ensure that the nature of the transactions shall be kept confidential
until the information is reported to the Securities and Exchange Commission or the Company's shareholders in the normal
course of business.
If any employee of the Company or access person should obtain information concerning the Company's portfolio
(including, the consideration by the investment advisor of acquiring, or recommending any security for the Company's
portfolio), whether in the course of such person's duties or otherwise, such person shall respect the confidential nature
of this information and shall not divulge it to anyone unless it is properly part of such person's services to the
Company to do so or such person is specifically authorized to do so by the President of the Company.
III. Ethical Standards
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Every officer and employee, in making any investment recommendation or taking any investment action, shall
exercise diligence and thoroughness, and shall have a reasonable and adequate basis for any such recommendations or
action.
No officer or employee shall undertake independent practice for compensation in competition with the Company.
The officers, employees and access persons and their respective affiliates, shall conduct themselves in a manner
consistent with the highest ethical standards. They shall avoid any action, whether for personal profit or otherwise,
that results in an actual or potential conflict of interest, or the appearance of a conflict of interest, with the
Company or which may be otherwise detrimental to the interests of the Company.
No officer, director or employee shall improperly use for such person's personal benefit any knowledge, whether
obtained through such person's relationship with any adviser or administrator to the Company, or otherwise, of any
investment recommendation made or to be made or of any investment action taken or to be taken by the Company.
No officer, director or employee shall disclose any non-public information relating to the Company's portfolio or
transactions, nor shall any officer, director or employee disclose any non-public information relating to the business or
operations of the Company unless properly authorized to do so.
Any officer or employee having discretion as to the selection of broker-dealers to execute securities
transactions for the Company shall select broker-dealers solely on the basis of the services provided directly or
indirectly by such broker-dealers to the Company. An officer or employee shall not, directly or indirectly, receive a
fee or commission from any source in connection with the sale or purchase of any security for the Company.
In addition, the Company shall take all actions reasonably calculated to ensure that it engages broker-dealers to
transact business with the Company whose partners, officers and employees, and their respective affiliates, will conduct
themselves in a manner consistent with the provisions of this Section III.
Conflicts of interest generally result from a situation in which an individual has personal interests in a matter
that is or may be competitive with his responsibilities to another person or entity (such as the Company) or where an
individual has or may have obligations or responsibilities to two or more persons or entities. In the case of the
relationship between the Company on the one hand, and its employees and access persons and their respective affiliates,
on the other hand, such conflicts may result from the purchase or sale of securities for the account of the Company and
for the account of any affiliated person or from the purchase or sale for the account of the Company of securities in
which an access person or employee of the Company or his or her affiliates has an interest. In these cases, all
potential or actual conflicts must be disclosed and the first preference and priority must be to avoid such conflicts of
interest wherever possible and, where they unavoidably occur, to resolve them in a manner not disadvantageous to the
Company.
IV. Activities and Transactions of Access Persons
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(a) No access person shall recommend to, or cause or attempt to cause, the Company to acquire, dispose of,
or hold any security (including, any option, warranty or other right or interest relating to such security) which such
access person or an affiliate of such access person has direct or indirect beneficial ownership unless the access person
shall first disclose in writing to the Directors all facts reasonably necessary to identify the nature of the ownership
of such access person or his or her affiliate in such security.
(b) No access person shall knowingly purchase or sell any security which said person intends to recommend
for purchase or sale by the Company until the Company has completed all of its intended trades in said security.
(c) No access person or affiliate of such access person shall engage in a purchase or sale of a security
(including any option, warrant or other right or interest relating to such security) held or to be acquired by the
Company, other than on behalf of the Company unless such transaction is:
(i) only remotely potentially harmful to the Company because it would be unlikely to affect trading
in or the market value of the security; or
(ii) non-volitional on the part of the access person; or
(iii) clearly not related economically to a security to be acquired, dispose of or held by the
Company; or
(iv) in light of all relevant facts and circumstances, otherwise not disadvantageous to the Company.
(d) In order to ensure compliance with Section IV(c) hereof, but subject to the exceptions set forth in
Section IV(f) hereof, no access person or affiliate of an access person shall knowingly engage in a purchase or sale of a
security held or to be acquired by the Company (other than on behalf of the Company) without first obtaining the written
authorization of the Directors or the designated compliance officer. Such transactions shall not be authorized by the
Directors or the designated compliance officer, unless it or he shall determine, in its or his discretion, that such
transactions would be permissible under Section IV(c) in terms of their effect on the Company or are non-volitional on
the part of the access person.
(e) If, in compliance with the limitations and procedures set forth in this Section IV, any access person or
an affiliate of such person shall engage in a purchase or sale of a security held or to be acquired by the Company, first
preference and priority must be given to any transactions which involve the Company, and the Company must have the
benefit of the best price obtainable on acquisition and the best price obtainable on disposition of such securities.
(f) If, as a result of fiduciary obligations to other persons or entities, and access person believes that
such person or an affiliate of such person is unable to comply with certain provisions of the Code, such access person
shall so advise the Directors or the designated compliance officer in writing, setting forth with reasonable specificity
the nature of such fiduciary obligations and the reasons why such access person believes such person is unable to comply
with any such provisions. The Directors or the designated compliance officer may, in its or his discretion, exempt such
access person or an affiliate of such person from any such provisions, if it/he shall determine that the services of such
access person are valuable to the Company and the failure to grant such exemptions is likely to cause such access person
to be unable to render services to the Company. Any access person granted an exemption (including, an exception for an
affiliate of such person), pursuant to this Section IV(f) shall, within three business days after engaging in a purchase
or sale of a security held or to be acquired by a client, furnish the Directors or the designated compliance officer with
a written report concerning such transaction, setting forth the information specified in Section V(c) hereof.
(g) From time to time, directors, officers or employees of the Company may establish special or "insider"
relationships with one or more issuers of securities (i.e., the director, officer or employee may become and officer or
director of an issuer, a member of a creditors committee which engages in material negotiations with an issuer, etc.).
In such cases, the Directors or the designated compliance officer of the Company may include such issues on a restricted
list containing the names of issuers whose securities are not eligible for purchase or sale by the Company or by access
persons.
V. Reporting Procedures
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(a) Except as provided in Section V(e) hereof, each person shall within ten days of their initially being
identified as an access person report to the Directors or the designated compliance officer the information described in
Section V(d) hereof with respect to all Covered Securities in which such access person had any direct or indirect
beneficial ownership as of the date of such identification (whether or not any such Covered Security is a security held
or to be acquired by the Company) ("Initial Report"); provided, however, that such Initial Report may contain a statement
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that the report shall not be construed as an admission by the person making such report that he has any direct or
indirect beneficial ownership in the security to which the report relates.
(b) Except as provided by Section V(e) hereof, every access person shall report to the Directors or the
designated compliance officer the information described in Section V(c) hereof with respect to transactions in any
Covered Security in which such access person has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership in the security (whether or not such security is a covered security held or to be acquired by the
Company); provided, however, that such report may contain a statement that the report shall not be construed as an
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admission by the person making such report that he has any direct or indirect beneficial ownership in the security to
which the report relates; and, provided, however, that no report is required if such person is not an "interested person"
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of the Company within the meaning of Section 2(a)(19) of the ICA, and would be required to make such report solely by
reason of being a Director and except where such Director knew or, in the ordinary course of fulfilling his official
duties as a Director of the Company, should have known that during the 15-day period immediately preceding or after the
date of the transaction in a security by the Director, such security is or was purchased or sold, or considered for
purchase or sale by the Company.
(c) Every report required to be made pursuant to Section V(b) hereof shall be made not later than ten days
after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall
contain the following information:
(i) The date of transaction, the title and the number of shares, and the principal amount of each
security involved;
(ii) The nature of the transaction (i.e., purchase sale or any other type of acquisition or
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disposition);
(iii) The price at which the transaction was effected; and
(iv) The name of the broker, dealer or bank with or through whom the transaction was effected.
(d) Each access person shall report to the Directors or the designated compliance officer annually the following
information, which information must be current as of a date no more than 30 days before the report is submitted:
(i) The title, number of shares and principal amount of each Covered Security in which the access person had any
direct or indirect beneficial ownership; and
(ii) The name of any broker, dealer or bank with whom the access person maintains an account in which any securities
are held for the direct or indirect benefit of the access person.
(iii) A statement that he or she (1) has reviewed and understands the Code of Ethics, (2) recognizes
that he or she is subject to it, and (3) if such access person was subject to the Code of Ethics during the past year,
has complied with its requirements, including the requirements regarding reporting of personal securities transactions.
(e) Notwithstanding the provisions of Section V(b) and (c) hereof, no person shall be required to make a
report with respect to transactions effected for any account over which such person does not have any direct or indirect
influence or control.
(f) All access persons shall direct any brokerage firm, bank or other concern at which the access person has
a brokerage account or affiliated brokerage account to supply the Directors or the designated compliance officer, on a
timely basis, duplicate copies of the confirmation of all securities transactions in such account and copies of all
periodic statements for such account. All access persons, except a Director of the Company who is not an "interested
person" of the Company within the meaning of Section 2(a)(19) of the ICA and would not be required to make reports under
this Section V solely by reason of being a Director (unless such Director knew, or in the ordinary course of fulfilling
his official duties as Director, should have known that during the 15-day period immediately preceding or after the date
of the transaction in a security by the Director, such security is or was purchased or sold, or considered for purchase
or sale by the Company), and such other persons as the Directors shall determine shall promptly inform the Directors or
the designated compliance officer of any newly established brokerage account or affiliated brokerage account at any
brokerage firm, bank or other concern.
VI. Pre-approval Procedures
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(a) Investment Personnel, if any, must obtain prior approval before directly or indirectly acquiring any beneficial
ownership in securities (such securities not being limited to Covered Securities) in an Initial Public Offering ("IPO")
or a Limited Offering ("LO").
(b) All requests for pre-approval shall be directed to the Directors or to the designated compliance officer to
determine whether purchasing securities in IPOs or LOs raise the types of conflicts of interest that Rule 17j-1 under the
ICA is designed to address. Such requests for pre-approval shall not be unreasonably withheld if it is determined that
no such conflicts of interest exist in connection with the purchase.
VII. Review Procedures
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(a) The reports submitted by access persons pursuant to Sections V(a), (b) and (d) hereof shall be reviewed
by the Directors or the designated compliance officer, or such other persons or committees as shall be designated by the
Directors, in order to monitor compliance with this Code of Ethics. All failures to comply with this Code of Ethics
shall be reported to and reviewed by the Directors.
(b) With respect to any violation of this Code of Ethics, the Directors may take any preventive, remedial or
other action which it may deem appropriate. In determining whether or not there has been, or may be, a conflict of
interest between the Company and any person subject to this Code of Ethics, the Directors shall consider all of the
relevant facts and circumstances.
VIII. Sanctions
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(a) Persons violating the provisions of this Code of Ethics or any rules thereunder may be subject to sanctions,
which may include, among other things, restrictions on such person's personal securities transactions, a letter of
censure, or suspension or termination of the employment of such person.
(b) If it is determined by the Directors that a violation of this Code of Ethics has occurred and that the
person violating this Code of Ethics has purchased or sold a security at a more advantageous price than that obtained by
the Company, the Company shall be entitled to the more advantageous price. The price adjustment paid by such person to
the Company shall be limited to the lesser of the number of shares purchased or sold by the person or the number of
shares purchased or sold by the Company. If this cannot be consummated, then the Directors shall take such other course
of action as it may deem appropriate.
