AMERICAN SKANDIA TRUST
SUB-ADVISORY AGREEMENT
----------------------
THIS AGREEMENT is between American Skandia Investment Services, Incorporated and Prudential Investments LLC (the
"Investment Manager") and Xxxxxxx Xxxxx Asset Management, L. P. (the "Sub-Adviser").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, American Skandia Trust (the "Trust") is a Massachusetts business trust 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 Trustees of the Trust (the "Trustees") have engaged the Investment Manager to act as
investment manager for the AST Xxxxxxx Sachs Mid-Cap Growth Portfolio (the "Portfolio"), one series of the Trust,
under the terms of a management agreement, dated May 1, 2003, with the Trust (the "Management Agreement"); and
WHEREAS, the Investment Manager, acting pursuant to the Management Agreement, wishes to engage the Sub-Adviser,
and the Trustees 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 and prudent investment
--------------------
program for the Portfolio conforming to the investment objective, investment policies and restrictions of the
Portfolio as set forth in the Prospectus and Statement of Additional Information of the Trust as in effect from
time to time (together, the "Registration Statement"), the Agreement and Declaration of Trust and By-laws of the
Trust, any investment guidelines and procedures adopted by the Trustees, 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 Trust and Trustees at reasonable times and upon reasonable notice concerning the business of the Trust,
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 Portfolio's assets.
Subject to the supervision and control of the Investment Manager, which in turn is subject to the
supervision and control of the Trustees, the Sub-Adviser will in its discretion and subject to its fiduciary
obligation determine which issuers and securities will be purchased, held, sold or exchanged by the Portfolio or
otherwise represented in the Portfolio's investment portfolio from time to time and, subject to the provisions of
paragraph 3 of this Agreement, place orders with and give instructions to brokers, dealers and others for all
such transactions and cause such transactions to be executed. At any time, upon request by the Investment
Manager, the Sub-Adviser will provide to the Investment Manager a complete list of the current holdings of the
Portfolio. The Sub-Adviser may delegate certain of its investment advisory and other responsibilities and duties
hereunder to one or more sub-sub-advisers; subject to: (i) the prior written approval of the Investment Manager,
------- --
(ii) the execution of a written sub-advisory agreement between the Sub-Adviser and its delegate, and (iii) the
approval of such agreement by the Trustees; provided however that the Sub-Adviser may rely upon any of its
advisory affiliates in connection with portfolio decisions and management without the approvals described in this
paragraph. Under the terms of such sub-advisory agreement, the Sub-Adviser shall remain responsible for ensuring
that the investment program of the Portfolio is maintained. Custody of the Portfolio 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 Portfolio. No assets may be withdrawn from the Portfolio other than for settlement of transactions on behalf
of the Portfolio except upon the written authorization of appropriate officers of the Trust who shall have been
certified as such by proper authorities of the Trust prior to the withdrawal.
The Sub-Adviser (or its designated agent) will be responsible for voting proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio may be invested. In voting such proxies
for the Portfolio the Sub-Adviser shall do so in a manner that is in the best interests of the Portfolio and that
is consistent with the Sub-Adviser's own written proxy voting guidelines or policies.
In addition, upon reasonable request from the Investment Manager the Sub-Adviser (through a qualified
person) will consult with the pricing committee of the Investment Manager or the Trust in valuing securities of
the Portfolio as may be required from time to time, including, upon request to the Investment Manager, making
available information of which the Sub-Adviser has knowledge related to the securities being valued.
The Sub-Adviser will not be responsible for the provision of administrative, bookkeeping or accounting
services to the Portfolio 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 Portfolio or the Portfolio's
shareholders the information required to be provided by the Sub-Adviser hereunder. Any records maintained
hereunder shall be the property of the Portfolio 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) Subchapters L and M, to the extent applicable, (including, respectively, the diversification
requirements of Section 817(h) and the qualification requirements for a Regulated Investment Company under
Sections 851(b)(1), (2) and (3)) of the Internal Revenue Code and the regulations promulgated thereunder; (iii)
other applicable provisions of state or federal securities law; (iv) the Agreement and Declaration of Trust and
By-laws of the Trust; (v) policies, procedures and determinations of the Trust and the Investment Manager
provided to the Sub-Adviser in writing; provided that with respect to procedures governing transactions involving
affiliates (such as those adopted pursuant to ICA Rules 17a-7, 17e-1 and 10f-3, such procedures will identify any
affiliate of the Investment Manager and the Trust other than affiliates of the Sub-Adviser; (vi) the fundamental
and non-fundamental investment policies and restrictions applicable to the Portfolio, as set out in the
Registration Statement in effect, or as such investment policies and restrictions from time to time may be
amended by the Portfolio's shareholders or the Trustees 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 including procedures adopted by the Trustees, or other instructions received in writing from
the Investment Manager. In connection with (ii) above, the Sub-Adviser shall: (1) notify the Investment Manager
immediately if it has a reasonable belief of an impending failure to comply with the diversification or
qualification requirements, and (2) in the event of any failure to comply with Section 817(h) of the Internal
Revenue Code at the end of any calendar quarter, the Sub-Adviser will take all necessary steps as directed by the
Investment Manager to adequately diversify the Portfolio within the period under Treas. Reg. 1.817-5.
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
Portfolio.
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 Portfolio or to series or portfolios of the
Trust 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 Portfolio or such other series or portfolios. The Sub-Advisor
and the Investment Manager understand and agree that if the Investment Manager manages the Portfolio in a
"manager-of-managers" style, the Investment Manager will, among other things, (i) continually evaluate the
performance of the Sub-Advisor through quantitative and qualitative analysis and consultations with the
Sub-Advisor, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or
more sub-advisors should be renewed, modified or terminated, and (iii) periodically report to the Trust's Board
regarding the results of its evaluation and monitoring functions. The Sub-Advisor recognizes that its services
may be terminated or modified pursuant to this process.
The Sub-Advisor acknowledges that the Investment Manager and the Trust intend to rely on Rules 17a-10
and 10f-3 under the ICA, to the extent applicable, and the Sub-Advisor hereby agrees that it shall not consult
with any other Sub-Advisor to the Portfolio or the Trust with respect to transactions in securities for the
Portfolio's portfolio or any other transactions of Portfolio assets. The Sub-Advisor further acknowledges that
it shall not consult with any other sub-advisor of the Portfolio that is a principal underwriter or an affiliated
person of a principal underwriter with respect to transactions in securities for the Portfolio's portfolio or any
other transactions of Portfolio assets, and that its investment advisory responsibilities as set forth in this
Agreement are limited to such discrete portion of the Portfolio's portfolio as determined by the Investment
Manager.
The Sub-Adviser shall be responsible for the preparation and filing of Schedules 13D and 13G, and Form
13F reflecting the Portfolio's securities holdings, as well as preparing and filing with any non-U.S.
jurisdiction any such similar information required to be filed by the Portfolio reflecting the Portfolio's
securities holdings. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports
required of the Portfolio by any governmental or regulatory agency, except as expressly agreed to in writing.
2. Investment Advisory Facilities. The Sub-Adviser, at its expense, will furnish all necessary investment
-------------------------------
facilities, including salaries of personnel, required for it to execute its duties hereunder.
3. Execution of Portfolio Transactions. In connection with the investment and reinvestment of the assets
------------------------------------
of the Portfolio, the Sub-Adviser is responsible for the selection of broker-dealers to execute purchase and sale
transactions for the Portfolio in conformity with the policy regarding brokerage as set forth in the Registration
Statement, or as the Trustees 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
Portfolio investment transactions with broker-dealers for execution will be to obtain, and maintain the
availability of, best execution at the best available price.
Consistent with this policy, the Sub-Adviser, in selecting broker-dealers and Futures Commissions
Merchants ("FCMs") and negotiating brokerage commission rates, will take all relevant factors into consideration,
including, but not limited to: the best price available; the best method of execution available, including the
overall cost of execution; the reliability, integrity and financial condition of the broker-dealer or financial
intermediary used; 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 Portfolio on a continuing basis. Subject to such
policies and procedures as the Trustees may determine, the Sub-Adviser shall have discretion to effect investment
transactions for the Portfolio through broker-dealers and FCMs(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 Portfolio 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 Portfolio 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 Portfolio to such broker-dealers as well
as brokerage and/or research services 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, brokerage services, and research services 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 or others to whom such allocations have been made and from whom
such brokerage and/or research has been received and the basis therefor.
Subject to the foregoing provisions of this paragraph 3, the Sub-Adviser may also consider sales of
shares of the Portfolio, or may consider or follow recommendations of the Investment Manager that take such sales
into account, as factors in the selection of broker-dealers to effect the Portfolio'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 that the Investment Manager has recommended.
4. Reports by the Sub-Adviser. The Sub-Adviser shall furnish the Investment Manager monthly, quarterly and
--------------------------
annual reports, as may reasonably be requested by the Investment Manager concerning the transactions,
performance, and compliance of the Portfolio so that the Investment Manager may review and evaluate the
management of the Portfolio. The Sub-Adviser shall permit the books and records maintained with respect to the
Portfolio to be inspected and audited by the Trust, 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 Trust 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 Portfolio or the
Trust. 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 Portfolio required to be disclosed in the Trust's
Registration Statement, or (2) any violation of any requirement, provision, policy or restriction that the
Sub-advisor is required to comply with under Section 1 of this Agreement.
5. Compensation of the Sub-Adviser. The amount of the compensation to the Sub-Adviser is computed at an
---------------------------------
annual rate. The fee shall be payable monthly in arrears, based on the average daily net assets of the Portfolio
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 Portfolio 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 Portfolio or the Trust.
Except as otherwise specifically provided herein, the Investment Manager, the Portfolio and the Trust will not be
obligated to pay any expenses of the Sub-Adviser.
6. Delivery of Documents to the Sub-Adviser. The Investment Manager has furnished the Sub-Adviser with
-----------------------------------------
true, correct and complete copies of each of the following documents:
(a) The Agreement and Declaration of Trust of the Trust, as in effect on the date hereof;
(b) The By-laws of the Trust, as in effect on the date hereof;
(c) The resolutions of the Trustees approving the engagement of the Sub-Adviser as portfolio
manager of the Portfolio and approving the form of this Agreement;
(d) The resolutions of the Trustees selecting the Investment Manager as investment manager to the
Portfolio and approving the form of the Management Agreement;
(e) The Management Agreement;
(f) The Code of Ethics of the Trust and of the Investment Manager, as in effect on the date hereof;
(g) A list of companies the securities of which are not to be bought or sold for the Portfolio ("Restricted
Securities"); and
(h) Procedures adopted by the Trustees ("Board Adopted Procedures").
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) and (h) above will be
provided not later than the end of the business day next following the date such amendments or supplements become
known to the Investment Manager. Any amendments or supplements to the foregoing will not be deemed effective
with respect to the Sub-Adviser until the Sub-Adviser's receipt thereof. The Investment Manager will provide
such additional information as the Sub-Adviser may reasonably request in connection with the performance of its
duties hereunder.
7. Delivery of Documents to the Investment Manager. The Sub-Adviser has furnished the Investment Manager
------------------------------------------------
with true, correct 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, including the Sub-Adviser's most recent Form ADV Part II;
(b) The Sub-Adviser's most recent audited 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 Trust assets for the Portfolio;
(d) The Code of Ethics of the Sub-Adviser, as in effect on the date hereof;
(e) The Sub-Adviser's proxy voting policy or guidelines
The Sub-Adviser will furnish the Investment Manager from time to time with copies, properly certified or
otherwise authenticated, of all amendments of or supplements to the foregoing, if any. Such amendments or
supplements will be provided within 30 days of the time such materials become available to the Sub-Adviser. Any
amendments or supplements to the foregoing will not be deemed effective with respect to the Investment Manager
until the Investment Manager's receipt thereof. The Sub-Adviser will provide additional information as the
Investment Manager may reasonably request in connection with the Sub-Adviser's performance of its duties under
this Agreement.
8. Confidential Treatment. The parties hereto understand that any information or recommendation supplied
-----------------------
by the Sub-Adviser in connection with the performance of its obligations hereunder is to be regarded as
confidential and for use only by the Investment Manager, the Trust or such persons the Investment Manager may
designate in connection with the Portfolio. 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 Portfolio, 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 Portfolio.
9. Representations of the Parties. Each party hereto hereby further represents and warrants to the other
-------------------------------
that: (i) 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; (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; (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 Sub-Adviser further represents and warrants to the Investment Manager that it believes to the best
of its knowledge the information provided in items (a) and (b) of paragraph 7 are, in all material respects,
complete and not misleading.
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 Trust's governing documents and other applicable law.
10. Liability. In the absence of willful misfeasance, bad faith, negligence or disregard for its
---------
obligations hereunder, the Sub-Adviser shall not be liable to the Trust, the Portfolio, the Portfolio's
shareholders or the Investment Manager for any act or omission resulting in any loss suffered by the Trust, the
Portfolio, the Portfolio'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 Trust,
the Portfolio or the Investment Manager may have under applicable law.
11. Other Activities of the Sub-Adviser. The Investment Manager agrees that the Sub-Adviser and any of its
-------------------------------------
partners or 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 Portfolio. 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 Portfolio. 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 Portfolio any security which the Sub-Adviser, its partners, affiliates or employees may purchase or
sell for the Sub-Adviser or such partner's, affiliate's or employee's own accounts or for the account of any
other client of the Sub-Adviser, advisory or otherwise, or (ii) to abstain from the purchase or sale of any
security for the Sub-Adviser's other clients, advisory or otherwise, which the Investment Manager has placed on
the list provided pursuant to paragraph 6(g) of this Agreement.
12. Continuance and Termination. This Agreement shall remain in full force and effect for one year from the
-----------------------------
date hereof, and is renewable annually thereafter by specific approval of the Trustees or by vote of a majority
of the outstanding voting securities of the Portfolio. Any such renewal shall be approved by the vote of a
majority of the Trustees 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 upon 60 days written notice to the Sub-Adviser or by the Sub-Adviser upon 90 days written
notice to the Investment Manager, 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, (ii) upon termination of the Management
Agreement, provided the Sub-Adviser has received prior written notice thereof, or (iii) upon the filing of
bankruptcy proceedings by the Sub-Adviser or the filing of any receivorship proceedings against the Sub-Adviser.
13. Notification. The Sub-Adviser will notify the Investment Manager within a reasonable time of any change
------------
in the personnel of the Sub-Adviser with responsibility for making investment decisions in relation to the
Portfolio (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 Portfolio or the Trust to amend or supplement the Trust's Prospectus: (i) 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.
The Sub-Adviser will obtain the Investment Manager's written approval prior to naming the Portfolio in
any legal proceeding involving the Portfolio, its holdings, assets, liabilities, affairs, or reputation.
Any notice, instruction or other communication required or contemplated by this Agreement shall be in
writing. All such communications shall be addressed to the recipient at the address set forth below, provided
that either party may, by notice, designate a different recipient and/or address for such party.
Investment Manager: American Skandia Investment Services, Incorporated
Gateway Center Three
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Executive Vice President
Sub-Adviser: Xxxxxxx Sachs Asset Management, L.P.
00 Xxx Xxxx - 00xx Xxxxx
0 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx X. XxXxxxxx and Xxxxxx X. Xxxxxxx
Trust: American Skandia Trust
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Law Department
14. Indemnification. The Sub-Adviser agrees to indemnify and hold harmless the Investment Manager, any
---------------
affiliated person 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,
the Internal Revenue Code, 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 Portfolio, the Trust or any affiliated person of the Investment
Manager, the Portfolio or the Trust or upon verbal information confirmed by the Sub-Adviser in writing, or (3) to
the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio
investment transactions according to the requirements of the ICA, the Registration Statement and the Board
Adopted Procedures; provided, however, that in no case is the Sub-Adviser's indemnity in favor of the Investment
-------- -------
Manager or any 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, the Internal Revenue Code, 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 Portfolio (1) to
the extent of and as a result of the willful misconduct, bad faith, or gross negligence by the Investment
Manager, any of the Investment Manager's employees or representatives or any affiliate of or any person acting on
behalf of the Investment Manager, or (2) as a result of any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement, including any amendment thereof or any supplement thereto,
or the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statement therein not misleading, if such a statement or omission was made other than in reliance
upon and in conformity with written information furnished by the Sub-Adviser, or any affiliated person of the
Sub-Adviser or other than upon verbal information confirmed by the Sub-Adviser in writing; provided, however,
-------- -------
that in no case is the Investment Manager's indemnity in favor of the Sub-Adviser or any affiliated person or
controlling person of the Sub-Adviser deemed to protect such person against any liability to which any such
person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the
performance of its duties or by reason of its reckless disregard of its obligations and duties under this
Agreement. It is agreed that the Investment Manager's indemnification obligations under this Section 14 will
extend to expenses and costs (including reasonable attorneys fees) incurred by the Sub-Adviser as a result of any
litigation brought by the Investment Manager alleging the Sub-Adviser's failure to perform its obligations and
duties in the manner required under this Agreement unless judgment is rendered for the Investment Manager.
15. Conflict of Laws. The provisions of this Agreement shall be subject to all applicable statutes, laws,
----------------
rules and 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:
----------------------------------- -----------------------------------
Xxxxxx X. Xxxxx
Executive Vice President
Date: ____________________________ Date: ____________________________
Attest: ____________________________ Attest: ____________________________
American Skandia Trust
AST Xxxxxxx Sachs Mid-Cap Growth Portfolio
Sub-advisory Agreement
EXHIBIT A
---------
An annual rate equal to the following percentages of the combined average daily net assets of the
Portfolio and AST Xxxxxxx Xxxxx Concentrated Growth Portfolio and the following series of American Skandia
Advisor Funds, Inc., XXXX Xxxxxxx Sachs Mid-Cap Growth Fund and XXXX Xxxxxxx Xxxxx Concentrated Growth Fund, that
are managed by the Sub-Advisor and identified by the Sub-advisor and the Investment Manager as being similar to
the Funds .28% of the portion of the average daily net assets of the Funds not in excess of $1 billion plus .25%
of the portion of the net assets over $1 billion.
..
