AMERICAN SKANDIA TRUST
SUB-ADVISORY AGREEMENT
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THIS AGREEMENT is between American Skandia Investment Services, Incorporated (the "Investment Manager") and Xxxxxxx X.
Xxxxxxxxx & Co., LLC (the "Sub-Advisor").
W I T N E S S E T H
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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-Advisor each is an investment Advisor registered under the Investment
Advisors Act of 1940, as amended (the "Advisors 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 Xxxxxxxxx Core Value Portfolio (the "Portfolio"), one series of the Trust, under the terms of
a management agreement, dated May 1, 2001, with the Trust (the "Management Agreement"); and
WHEREAS, the Investment Manager, acting pursuant to the Management Agreement, wishes to engage the Sub-Advisor, and the
Trustees have approved the engagement of the Sub-Advisor, to provide investment advice and other investment services set
forth below.
NOW, THEREFORE, the Investment Manager and the Sub-Advisor agree as follows:
1. Investment Services. The Sub-Advisor will formulate and implement a continuous investment program for the
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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, and any investment guidelines
or other instructions received by the Sub-Advisor 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-Advisor until the
Sub-Advisor's receipt thereof. The appropriate officers and employees of the Sub-Advisor will be available to consult
with the Investment Manager, the Trust and the 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-Advisor 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-Advisor in its discretion will 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, will place orders with and give instructions to
brokers, dealers and others for all such transactions and cause such transactions to be executed. The Sub-Advisor may
delegate its investment advisory and other responsibilities and duties hereunder to an affiliated person of the
Sub-Advisor, subject to the Sub-Advisor retaining overall responsibility for such powers and functions and any and all
obligations and liabilities in connection therewith. 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-Advisor designated by the Sub-Advisor 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-Advisor 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 Advisors Act or as may be
necessary for the Sub-Advisor to supply to the Investment Manager, the Portfolio or the Portfolio's shareholders the
information required to be provided by the Sub-Advisor 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-Advisor will comply with and use its best efforts to
enable the Portfolio 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 Agreement and Declaration of Trust and By-laws of the Trust; (v) policies and
determinations of the Trust and the Investment Manager provided to the Sub-Advisor in writing; (vi) the fundamental and
non-fundamental investment policies and restrictions applicable to the Portfolio, as set out in the Registration
Statement of the Trust 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-Advisor 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-Advisor 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-Advisor to monitor compliance with such limitations or restrictions unless such information is provided to the
Sub-Advisor in writing. The Sub-Advisor 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-Advisors to
provide investment advice and other services to the Portfolio or to series or portfolios of the Trust for which the
Sub-Advisor 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 shall be responsible for the preparation and filing of Schedule 13G and Form 13-F on behalf of
the Portfolio. The Sub-Advisor 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 in writing.
2. Investment Advisory Facilities. The Sub-Advisor, 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 Portfolio Transactions. In connection with the investment and reinvestment of the assets of the
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Portfolio, the Sub-Advisor 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-Advisor'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-Advisor, 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 Portfolio on a
continuing basis. Subject to such policies and procedures as the Trustees may determine, the Sub-Advisor shall have
discretion to effect investment transactions for the Portfolio through broker-dealers (including, to the extent
permissible under applicable law, broker-dealers affiliated with the Sub-Advisor) 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-Advisor 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-Advisor's overall
responsibilities with respect to the Portfolio and other accounts as to which the Sub-Advisor exercises investment
discretion (as such term is defined in section 3(a)(35) of the 1934 Act). Allocation of orders placed by the Sub-Advisor
on behalf of the Portfolio to such broker-dealer shall be in such amounts and proportions as the Sub-Advisor shall
determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations. The
Sub-Advisor will submit reports on such allocations to the Investment Manager regularly as requested by the Investment
Manager, in such form as may be mutually agreed to by the parties hereto, indicating the broker-dealers to whom such
allocations have been made and the basis therefor.
Subject to the foregoing provisions of this paragraph 3, the Sub-Advisor may also consider sales of shares in the
Portfolio, and recommendations by the Investment Manager that such sales take 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-Advisor to use a broker-dealer which provides research services or to use a particular broker-dealer which the
Investment Manager has recommended.
In lieu of selecting broker-dealers to execute transactions for the Portfolio, the Sub-Advisor may execute such
transactions for the Portfolio provided that it "steps-out" such transactions to the broker-dealers selected by the
Sub-Advisor. A step-out is a service provided by the New York Stock Exchange and other markets which allows the
Sub-Advisor to provide the Portfolio with the benefit of the Sub-Advisor's execution capabilities at no additional charge
and then transfer or step-out the confirmation and settlement responsibilities of such transactions to the
broker-dealer(s) selected by the Sub-Advisor. In connection with a step-out, transaction charges shall be paid by the
Portfolio to the broker-dealers selected by the Sub-Advisor and not to the Sub-Advisor.
In addition to selecting brokers or dealers to execute transactions for the Portfolio, the Sub-Advisor may,
subject to its duty to seek best execution at the best available price, also act as a broker for the Portfolio from time
to time at rates not exceeding the usual and customary broker's commission. Under Federal law, the Sub-Advisor must
obtain the Investment Manager's consent to effect agency cross transactions for the Portfolio, which consent is hereby
granted. The Sub-Advisor represents, warrants and covenants that all agency cross transactions for the Portfolio will be
effected by the Sub-Advisor strictly in accordance with Rule 206(3)-2 under the Advisors Act. An agency cross
transaction is where the Sub-Advisor purchases or sells securities from or to a non-managed account on behalf of a
client's managed account. Pursuant to this consent, the Sub-Advisor will only effect an agency cross transaction for the
Portfolio with a non-managed account. When the Sub-Advisor crosses transactions in connection with a step-out, the
Sub-Advisor will receive a commission from the transaction only with respect to the non-managed account and will not
receive a commission from the transaction with respect to the Portfolio. In an agency cross transaction where the
Sub-Advisor acts as broker for the Portfolio, the Sub-Advisor receives commissions from both sides of the trade and there
is a potentially conflicting division of loyalties and responsibilities. However, as both sides to the trade want to
execute the transaction at the best price without moving the market price in either direction, the Sub-Advisor believes
that an agency cross transaction will aid both sides to the trade in obtaining the best price for the trade. THE TRUST
OR THE INVESTMENT MANAGER MAY REVOKE THIS CONSENT BY WRITTEN NOTICE TO THE SUB-ADVISOR AT ANY TIME.
4. Reports by the Sub-Advisor. The Sub-Advisor 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 Portfolio so that the Investment Manager may review such matters and discuss the management of the
Portfolio. The Sub-Advisor 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-Advisor 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-Advisor shall promptly notify the
Investment Manager of (1) any changes in any information regarding the Sub-Advisor or the investment program for the
Portfolio 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-Advisor. The amount of the compensation to the Sub-Advisor 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 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-Advisor, 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-Advisor shall not be considered as partners or participants in a joint
venture. The Sub-Advisor 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-Advisor.
6. Delivery of Documents to the Sub-Advisor. The Investment Manager has furnished the Sub-Advisor with true,
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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-Advisor 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; and
(g) A list of companies the securities of which are not to be bought or sold for the Portfolio.
The Investment Manager will furnish the Sub-Advisor 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-Advisor until the
Sub-Advisor's receipt thereof. The Investment Manager will provide such additional information as the Sub-Advisor may
reasonably request in connection with the performance of its duties hereunder.
7. Delivery of Documents to the Investment Manager. The Sub-Advisor has furnished the Investment Manager with true,
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correct and complete copies of each of the following documents:
(a) The Sub-Advisor's Form ADV as filed with the Securities and Exchange Commission as of the date hereof;
(b) The Sub-Advisor's most recent balance sheet;
(c) Separate lists of persons who the Sub-Advisor wishes to have authorized to give written and/or oral instructions
to Custodians of Trust assets for the Portfolio; and
(d) The Code of Ethics of the Sub-Advisor, as in effect on the date hereof.
The Sub-Advisor 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-Advisor. 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-Advisor will provide additional information as the Investment Manager may reasonably
request in connection with the Sub-Advisor'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-Advisor 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-Advisor 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-Advisor 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)
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it is registered as an investment Advisor under the Advisors Act and is registered or licensed as an investment Advisor
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 Sub-Advisor further represents that it has adopted a written Code of Ethics in compliance with Rule 17j-1(b)
of the ICA. The Sub-Advisor shall be subject to such Code of Ethics and shall not be subject to any other Code of
Ethics, including the Investment Manager's Code of Ethics, unless specifically adopted by the Sub-Advisor. The
Investment Manager further represents and warrants to the Sub-Advisor that (i) the appointment of the Sub-Advisor 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, gross negligence or reckless disregard for its
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obligations hereunder, the Sub-Advisor 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-Advisor. The Investment Manager agrees that the Sub-Advisor and any of its partners
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or employees, and persons affiliated with the Sub-Advisor 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-Advisor 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-Advisor shall not favor or disfavor any of the Sub-Advisor'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-Advisor's clients over a period of time on a fair and equitable basis.
Nothing in this Agreement shall impose upon the Sub-Advisor any obligation (i) to purchase or sell, or recommend for
purchase or sale, for the Portfolio any security which the Sub-Advisor, its partners, affiliates or employees may
purchase or sell for the Sub-Advisor or such partner's, affiliate's or employee's own accounts or for the account of any
other client of the Sub-Advisor, advisory or otherwise, or (ii) to abstain from the purchase or sale of any security for
the Sub-Advisor'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 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 or the Sub-Advisor
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-Advisor has received prior written notice thereof.
13. Notification. The Sub-Advisor will notify the Investment Manager within a reasonable time of any change in the
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personnel of the Sub-Advisor 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-Advisor 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 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-Advisor 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-Advisor and its affiliates or is the result of a request by the Investment Manager or is due to other
circumstances beyond the Sub-Advisor'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
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx Xxxxx
Senior Vice President & Chief Operating Officer
Sub-Advisor: Xxxxxxx X. Xxxxxxxxx & Co., LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: J. Xxxxxx Xxxxx
With Copy to: Xxxxx X. Xxxxxx, Senior Vice President and Counsel
Trust: American Skandia Trust
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxxx, Esq.
14. Indemnification. The Sub-Advisor 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 Advisors Act, under any other statute, law, rule or regulation at common law or
otherwise, arising out of the Sub-Advisor's responsibilities hereunder (1) to the extent of and as a result of the
willful misconduct, bad faith, or gross negligence by the Sub-Advisor, any of the Sub-Advisor's employees or
representatives or any affiliate of or any person acting on behalf of the Sub-Advisor, 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-Advisor 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-Advisor in writing, or (3) to the extent of, and as a result of, the failure of the
Sub-Advisor 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-Advisor'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-Advisor, any affiliated person of the
Sub-Advisor and each controlling person of the Sub-Advisor, if any, against any and all losses, claims, damages,
liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Advisor or such affiliated
person or controlling person of the Sub-Advisor may become subject under the 1933 Act, the ICA, the Advisors 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 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-Advisor, or any affiliated person of the
Sub-Advisor or other than upon verbal information confirmed by the Sub-Advisor in writing; provided, however, that in no
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case is the Investment Manager's indemnity in favor of the Sub-Advisor or any affiliated person or controlling person of
the Sub-Advisor 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-Advisor as a result of any litigation brought by the Investment Manager alleging the Sub-Advisor's
failure to perform its obligations and duties in the manner required under this Agreement unless judgment is rendered for
the Investment Manager.
15. Conflict of Laws. The provisions of this Agreement shall be subject to all applicable statutes, laws, rules and
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regulations, including, without limitation, the applicable provisions of the ICA and rules and regulations promulgated
thereunder. To the extent that any provision contained herein conflicts with any such applicable provision of law or
regulation, the latter shall control. The terms and provisions of this Agreement shall be interpreted and defined in a
manner consistent with the provisions and definitions of the ICA. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall continue in full
force and effect and shall not be affected by such invalidity.
16. Amendments, Waivers, etc. Provisions of this Agreement may be changed, waived, discharged or terminated only by
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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,
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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
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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, 2001
FOR THE INVESTMENT MANAGER: FOR THE SUB-ADVISOR:
___________________________________ ______________________________________
Xxxx Xxxxx
Senior Vice President & Chief Operating Officer
Date: ____________________________ Date: ____________________________
Attest: ____________________________ Attest: ____________________________
American Skandia Trust
AST Xxxxxxx Xxxxxxxxx Core Value Portfolio
Sub-Advisory Agreement
EXHIBIT A
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An annual rate equal to the following percentages of the combined average daily net assets of the Portfolio 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 Portfolio: .25% of the portion of the combined average daily net assets not in
excess of $500 million; plus .20% of the portion in excess of $500 million.
