AMERICAN SKANDIA TRUST
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is between American Skandia Investment Services, Incorporated
(the "Investment Manager") and Xxxxxxx Xxxxxx Investments, Inc. (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 Japan
Portfolio (the "Portfolio"), one series of the Trust, under the terms of a
management agreement, dated October 23, 2000, 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 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, and any investment guidelines or
other instructions received by the Sub-Adviser in writing from the Investment
Manager from time to time. Any amendments to the foregoing documents will not be
deemed effective with respect to the Sub-Adviser until the Sub-Adviser's receipt
thereof. The appropriate officers and employees of the Sub-Adviser will be
available to consult with the Investment Manager, the 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 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. 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 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. In compliance with the requirements of
Rule 31a-3 under the ICA, any records that the Sub-Adviser maintains hereunder
shall be the property of the Trust and the Sub-Adviser agrees to surrender
promptly any such records to the Trust or the Investment Manager upon the
Trust's or the Investment Manager's request. The Sub-Adviser further agrees to
preserve for the periods prescribed by Rule 31a-2 under the ICA the records it
maintains for the Trust.
In furnishing the services under this Agreement, the Sub-Adviser 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)
Subchapters L and M (including, respectively, Section 817(h) and 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
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-Adviser in writing; (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. 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-Adviser shall be responsible for the preparation and filing of
Schedule 13-G and Form 13-F 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 (which may include broker-dealers affiliated
with the Sub-Adviser) 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 net
available price.
Consistent with this policy, the Sub-Adviser, in selecting
broker-dealers and negotiating brokerage commission rates, will take all
relevant factors into consideration, including, but not limited to: the best net
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. Accordingly, the brokerage commission
rates paid by the Portfolio may be greater than those available from other
brokers if the difference is reasonably justified by other aspects of the
execution services offered. Subject to such policies and procedures as the
Trustees may determine, the Sub-Adviser shall have the discretion, and shall not
be deemed to have acted unlawfully or to have breached any duty solely by reason
of such discretion, (i) to effect investment transactions for the Portfolio
through broker-dealers (including, to the extent permissible under applicable
law, broker-dealers affiliated with the Sub-Adviser) qualified to obtain best
execution of such transactions who provide brokerage and/or research services,
as such services are defined in section 28(e) of the Securities Exchange Act of
1934, as amended (the "1934 Act"), and (ii) 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). In accordance with the preceding sentence,
the Sub-Adviser is authorized to allocate orders placed by it on behalf of the
Portfolio to broker-dealers who provide research or statistical material to the
Portfolio or the Sub-Adviser. Allocation of orders placed by the Sub-Adviser on
behalf of the Portfolio to such broker-dealers shall be in such amounts and
proportions as the Sub-Adviser shall determine in good faith in conformity with
its responsibilities under applicable laws, rules and regulations. The
Sub-Adviser will submit reports on such allocations to the Investment Manager
regularly as requested by the Investment Manager, in such form as may be
mutually agreed to by the parties hereto, indicating the broker-dealers to whom
such allocations have been made and the basis therefor.
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 which 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 such matters and
discuss 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 requirements, 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 then current 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; 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-Adviser from time to time
with copies, properly certified or otherwise authenticated, of all amendments of
or supplements to the foregoing, if any. Such amendments or supplements as to
items (a) through (f) above will be provided within 30 days of the time such
materials become available to the Investment Manager. Such amendments or
supplements as to item (g) above will be provided not later than the end of the
business day next following the date such amendments or supplements become known
to the Investment Manager. Any amendments or supplements to the foregoing will
not be deemed effective with respect to the Sub-Adviser until the Sub-Adviser's
receipt thereof. The Investment Manager will provide such additional information
as the Sub-Adviser may reasonably request in connection with the performance of
its duties hereunder.
7. Delivery of Documents to the Investment Manager. The Sub-Adviser has
furnished the Investment Manager with true, correct and complete copies of each
of the following documents:
(a) The Sub-Adviser's Form ADV as filed with the Securities and
Exchange Commission as of the date hereof;
(b) The Sub-Adviser's most recent balance sheet;
(c) Separate lists of persons who the Sub-Adviser wishes to have
authorized to give written and/or oral instructions to Custodians
of Trust assets for the Portfolio; and
(d) The Code of Ethics of the Sub-Adviser, as in effect on the date
hereof.
The Sub-Adviser will furnish the Investment Manager from time to time
with copies, properly certified or otherwise authenticated, of all amendments of
or supplements to the foregoing, if any. Such amendments or supplements will be
provided within 30 days of the time such materials become available to the
Sub-Adviser. Any amendments or supplements to the foregoing will not be deemed
effective with respect to the Investment Manager until the Investment Manager's
receipt thereof. The Sub-Adviser will provide additional information as the
Investment Manager may reasonably request in connection with the Sub-Adviser's
performance of its duties under this Agreement.
8. Confidential Treatment. The parties hereto understand that any information or
recommendation supplied by the 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 (as such list may
be amended from time to time), 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; 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-Adviser further represents that it has adopted a written Code
of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Adviser 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-Adviser. 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.
Sub-Adviser represents that it has the right to use the name and xxxx
"Xxxxxxx." The Investment Manager agrees and acknowledges that Sub-Adviser has
such right and that any and all use of any designation comprised in whole or in
part of Xxxxxxx ("Xxxxxxx Xxxx(s)") under this Agreement, except as otherwise
provided herein, shall inure to the benefit of Sub-Adviser. Upon termination of
this Agreement for any reason, the Investment Manager shall cease, and shall use
its best efforts to cause the Trust to cease, all use of any Xxxxxxx Xxxx(s) as
soon as reasonably practicable, provided however, that the Trust and the
Investment Manager are permitted to use the Xxxxxxx Xxxx(s) as long as required
by law, rule or regulation and to the extent necessary to refer to or illustrate
the historical performance of the Portfolio. Sub-Adviser acknowledges and agrees
that it will not use any designation comprised in whole or in part of the names
"American Skandia Trust" or "American Skandia Investment Services, Incorporated"
on its own behalf, or in relation to any investment company for which
Sub-Adviser or its successors and any subsidiary or affiliate thereof acts as
investment adviser, without the express written permission of the Trust and the
Investment Manager, respectively, except that Sub-Adviser may state that it acts
as a sub-adviser to the Trust and the Investment Manager.
10. Liability. In the absence of willful misfeasance, bad faith, gross
negligence or reckless 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, including, without
limitation, any loss suffered as a result of the Sub-Adviser's reliance on
information provided by the Portfolio's Custodian or Administrator that the
Sub-Adviser cannot readily verify from records that it can reasonably keep as
Sub-Adviser. 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.
The Investment Manager agrees that the Sub-Adviser shall not be liable
for the failure to recommend the purchase or sale of any security on behalf of
the Portfolio on the basis of any information which might, in the Sub-Adviser's
reasonable opinion, constitute a violation of any federal or state laws, rules
or regulations.
11. Other Activities of the Sub-Adviser. The Investment Manager agrees that the
Sub-Adviser and any of its officers, directors or employees, and persons
affiliated with the Sub-Adviser or with any such officer, director 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 officers,
directors, affiliates or employees may purchase or sell for the Sub-Adviser or
such officer's, director'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 or the Sub-Adviser upon 60 days written notice, and will automatically
terminate in the event of (i) its "assignment" by either party to this
Agreement, as such term is defined in the ICA, subject to such exemptions as may
be granted by the Securities and Exchange Commission by rule, regulation or
order, or (ii) upon termination of the Management Agreement, provided the
Sub-Adviser has received prior written notice thereof.
13. Notification. The Sub-Adviser will notify the Investment Manager within a
reasonable time of any change in the 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 to reflect a change in
Portfolio Manager(s) or otherwise to comply with the ICA, the Securities Act of
1933, as amended (the "1933 Act") or any other applicable statute, law, rule or
regulation, as a result of such change; provided, however, that the Sub-Adviser
shall not be responsible for such costs and expenses where the change in
Portfolio Manager(s) reflects the termination of employment of the Portfolio
Manager(s) with the Sub-Adviser and its affiliates or is the result of a request
by the Investment Manager or is due to other circumstances beyond the
Sub-Adviser's control.
Any notice, instruction or other communication required or contemplated
by this Agreement shall be in writing. All such communications shall be
addressed to the recipient at the address set forth below, provided that either
party may, by notice, designate a different recipient and/or address for such
party.
Investment Manager: American Skandia Investment Services, Incorporated
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx Xxxxx
Senior Vice President & Chief Operating Officer
Sub-Adviser: Xxxxxxx Xxxxxx Investments, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxxxx X. Xxxxxxxxx
Trust: American Skandia Trust
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx X. Xxxxx, Esq.
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, 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 expressly for use in the Registration Statement 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; 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,
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 expressly for use in the Registration
Statement 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 without
regard to the conflict of laws provisions thereof.
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 October 23, 2000.
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 Japan 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 the series of American Skandia Advisor Funds,
Inc. that is managed by the sub-advisor and identified by the sub-advisor and
the investment manager as being similar to the Portfolio: of .45% of the portion
of the combined average daily net assets not in excess of $500 million; plus
.40% of the portion over $500 million but not in excess of $1 billion; plus .35%
of the portion in excess of $1 billion.
