AMERICAN SKANDIA TRUST
SUB-ADVISORY AGREEMENT
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This Sub-Advisory Agreement (this "Agreement") is entered into as of April 2, 2002 by and between American Skandia
Investment Services, Incorporated (the "Investment Manager") and Janus Capital Management LLC (the "Sub-Advisor").
WHEREAS, Investment Manager has entered into an Investment Management Agreement dated September 8, 1992 (the
"Investment Management Agreement") with American Skandia Trust,, a Massachusetts business trust (the "Trust"), to act as
adviser to the AST JanCap Growth Portfolio, a series of the Trust (the "Portfolio");
WHEREAS, the Investment Management Agreement provides that Investment Manager may, engage a Sub-Advisor to
furnish investment information and advice to assist Investment Manager in carrying out its responsibilities under the
Investment Management Agreement;
WHEREAS, Investment Manager and the Trustees of the Trust desire to retain Sub-Advisor to render investment
adviser services to Investment Manager in the manner and on the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, Investment
Manager and Sub-Advisor agree as follows:
1. Sub-Advisory Services.
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(a) Sub-Advisor shall, subject to the supervision of Investment Manager, manage the investment and
reinvestment of the assets of the Portfolio. Sub-Advisor is authorized, in its discretion and without prior
consultation with Investment Manager, to buy, sell, lend, and otherwise trade in any stocks, bonds, and other securities
and investment instruments on behalf of the Portfolio, and so long as consistent with the foregoing, without regard to
the length of time the securities have been held and the resulting rate of portfolio turnover or any tax
considerations. Subject to the investment objectives, policies, and restrictions concerning the Portfolio set forth in
the Trust's declaration of trust and in its registration statements under the Investment Company Act of 1940, the
majority or the whole of the Portfolio may be invested in such proportions of stocks, bonds, other securities or
investment instruments, or cash as Sub-Advisor shall determine. Sub-Advisor is responsible for compliance with the
provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, applicable to the Portfolio.
(b) Sub-Advisor shall furnish Investment Manager monthly, quarterly, and annual reports concerning
transactions and performance of the Portfolio in such form as may be mutually agreed upon, and agrees to review the
Portfolio and discuss the management of it. Sub-Advisor shall permit the financial statements, books and records with
respect to the Portfolio to be inspected and audited by the Trust, the Investment Manager, or their agents at all
reasonable times during normal business hours. Sub-Advisor shall immediately notify and forward to Investment Manager
any legal process served upon it on behalf of the Investment Manager or the Trust. Sub-Advisor shall also provide
Investment Manager with such other information and reports as may reasonably be requested by Investment Manager from
time to time. The investment policies and all other actions of the Portfolio are and shall at all times be subject to
the control and direction of Investment Manager and the Trustees of the Trust.
(c) Sub-Advisor shall provide to Investment Manager a copy of Sub-Advisor's Form ADV as filed with
the Securities and Exchange Commission and a list of persons who Sub-Advisor wishes to have authorized to give written
and/or oral instructions to Custodians of Trust assets for the Portfolio. Sub-Advisor will furnish Investment Manager
from time to time with copies, properly certified or otherwise authenticated, of all amendments or supplements to the
foregoing, if any, as soon as reasonably practicable.
2. Obligations of Investment Manager and the Portfolio.
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(a) Investment Manager regarding such matters as the composition of assets in the Portfolio, cash
requirements and cash available for investment in the Portfolio, and all other information as may be reasonably necessary
for Sub-Advisor to perform its responsibilities hereunder.
(b) Investment Manager has herewith furnished Sub-Advisor a copy of the Portfolio's registration
statement currently in effect and agrees during the continuance of this Agreement to furnish Sub-Advisor copies of any
amendments or supplements thereto before or at the time the amendments or supplements become effective. Investment
Manager agrees to furnish Sub-Advisor with minutes of meetings of the Trustees of the Trust applicable to the Portfolio
to the extent they may affect the duties of Investment Manager, a certified copy of any financial statements or reports
prepared for the Trust, including the Portfolio, by certified or independent public accountants, and with copies of any
financial statements or reports made by the Portfolio to its shareholders or to any governmental body or securities
exchange, and any further materials or information which Sub-Advisor may reasonably request to enable it to perform its
functions under this Agreement.
(c) Investment Manager shall provide Sub-Advisor with reports of its administrator, Provident
Financial Processing Corporation, on the monitoring of the Portfolio for compliance with the requirements of Section
817(h) of the IRC and the rules promulgated thereunder.
3. Custodian. Investment Manager shall provide Sub-Advisor with a copy of the Portfolio's agreement with
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the Custodian (the "Custodian") designated to hold the assets in the Portfolio and any modification thereto (the "Custody
Agreement") in advance. The Portfolio assets shall be maintained in the custody of the Custodian identified in, and in
accordance with the terms and conditions of, the Custody Agreement. Sub-Advisor shall have no liability for the acts or
omissions of the Custodian. Any assets added to the Portfolio shall be delivered directly to the Custodian.
4. Rights. Investment Manager agrees and acknowledges that Sub-Advisor is the sole owner of the name and
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xxxx "Xxxxx" and that all use of any designation comprised in whole or part of Janus (a "Xxxxx Xxxx") under this
Agreement shall inure, to the benefit of Sub-Advisor. The use by Investment Manager on its own behalf or on behalf of
the Portfolio of any Xxxxx Xxxx in any advertisement or sales literature or other materials promoting the Portfolio shall
be with the prior written consent of Sub-Advisor. Investment Manager shall not, and Investment Manager shall use its
best efforts to cause the Portfolio not to, without prior written consent of Sub-Advisor, make representations regarding
Sub-Advisor in any disclosure document, advertisement or sales literature or other materials promoting the Portfolio.
Upon termination of this Agreement for any reason, Investment Manager shall cease, and Investment Manager shall use its
best efforts to cause the Portfolio to cease, all use of any Xxxxx Xxxx(s) as soon as reasonably practicable.
5. Expenses. Investment Manager shall assume and pay all its organizational, operational, and business
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expenses not specifically assumed or agreed to be paid by Sub-Advisor pursuant hereto, including, without limitation, (a)
interest and taxes; (b) brokerage commissions and other costs in connection with the purchase or sale of securities or
investment instruments with respect to the Portfolio; and (c) custodian fees and expenses. Any reimbursement of advisory
fees required by any expense limitation provision shall be the sole responsibility of Investment Manager. Investment
Manager and Sub-Advisor shall not be considered as partners or participants in a joint venture. Sub-Advisor will pay its
own expenses for the services to be provided pursuant to this Agreement to the extent not assumed by Investment Manager
above, and will not be obligated to pay any expenses of Investment Manager, the Trust, or the Portfolio.
6. Purchase and Sale of Assets.
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(a) Absent instructions from Investment Manager to the contrary, Sub-Advisor shall place all orders
for the purchase and sale of securities for the Portfolio with brokers or dealers selected by Sub-Advisor which may
include brokers or dealers affiliated with Sub-Advisor. Sub-Advisor shall hold harmless and indemnify Investment Manager
for any loss, liability, cost, damage or expense (including reasonable attorneys fees and costs) arising from any claim
or demand by any past or present shareholder of the Portfolio arising out of the placement of orders for the purchase and
sale of securities for the Portfolio with brokers or dealers affiliated with Sub-Advisor. Purchase or sell orders for
the Portfolio may be aggregated with contemporaneous purchase or sell orders of other clients of Sub-Advisor.
Sub-Advisor shall use its best efforts to obtain execution of Portfolio transactions at prices which are advantageous to
the Portfolio and at commission rates that are reasonable in relation to the benefits received. However, Sub-Advisor may
select brokers or dealers on the basis that they provide brokerage, research, or other services or products to the
Portfolio and/or other accounts serviced by Sub-Advisor, provided that Sub-Advisor shall use its best efforts to ensure
that such services benefit Sub-Advisor's accounts, including the Portfolio, equitably. Sub-Advisor may pay a broker or
dealer an amount of commission for effecting a securities transaction in excess of the amount of commission or dealer
spread another broker or dealer would have charged for effecting that transaction if Sub-Advisor deals in good faith that
such amount of commission was reasonable in relation to the value of the brokerage and research products and/or services
provided by such broker or dealer. This determination, with respect to brokerage and research services or products, may
be viewed m terms of either that particular transaction or the overall responsibilities which Sub-Advisor and its
affiliates have with respect to the Portfolio and to accounts over which they exercise investment discretion, and not all
such services or products may be used by Sub-Advisor in managing the Portfolio. Sub-Advisor shall report on allocations
of brokerage transactions effected by affiliated brokers to Investment Manager in accordance with procedures agreed upon
by Investment Manager and Sub-Advisor.
(b) Generally, Sub-Advisor's primary consideration in placing Portfolio securities transactions
with broker-dealers for execution is to obtain and maintain the availability of execution at the best net price and in
the most effective manner possible. Sub-Advisor may consider sale of the shares of the Portfolio, as well as
recommendations of Investment Manager, subject to the requirements of best net price and most favorable execution.
Consistent with this policy, Sub-Advisor will take the following into consideration: 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.
7. Compensation of Sub-Advisor. Investment Manager shall pay to Sub-Advisor a monthly fee in accordance
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with the fee schedule attached to this Agreement. Monthly fees shall be calculated by Investment Manager based upon
the average daily net assets of the Portfolio (including cash or cash equivalents) for the preceding month for
investment advisory services rendered during that preceding month, and shall be payable to Sub-Advisor by the fifteenth
day of the succeeding month. The fee for the first month during which Sub-Advisor shall render investment advisory
services under Agreement shall be based upon the number of days the account was open in that month. If this Agreement
is terminated, the fee shall be based upon the number of days the account was open during the month in which the
Agreement is terminated.
8. Non-Exclusivity. Investment Manager and the Portfolio agree that the services of Sub-Advisor are not to
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be deemed exclusive and that Sub-Advisor and its affiliates are free to act as investment manager and provide other
services to various investment companies and other managed accounts. This Agreement shall not in any way limit or
restrict Sub-Advisor or any of its directors, officers, employees, or agents from buying, selling, or trading any
securities or other investment instruments for its or their own account or for the account of others for whom it or they
may be acting, provided that such activities will not adversely affect or otherwise impair the performance by
Sub-Advisor of its duties and obligations under this Agreement. Investment Manager and the Portfolio, recognize and
agree that Sub-Advisor may provide advice to or take action with it to other clients, which advice or action, including
the timing and nature of such action, may differ from or be identical to advice given or action taken with respect to
the Portfolio. Sub-Advisor shall for all purposes herein be deemed to be an independent contractor and shall, unless
otherwise provided or authorized, have no authority to act for or represent the Portfolio or Investment Manager m any
way or otherwise be deemed an agent of the Portfolio or Investment Manager other than in furtherance of its duties and
responsibilities as set forth in this Agreement.
9. Liability. Except as may otherwise be provided by the Investment Company Act of 1940 or federal
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securities laws, neither Sub-Advisor nor any of its officers, directors, employees, or agents shall be subject to any
liability to Investment Manager, the Portfolio, or any shareholder of the Portfolio for any error of judgment, mistake
of law, or any loss arising out of any investment or other act or omission in the course of, connected with, or arising
out of any service to be rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross
negligence in the performance of its duties or by reason of reckless disregard of its obligations and duties under this
Agreement. Investment Manager and the Portfolio shall hold harmless and indemnify Sub-Advisor for any loss, liability,
cost, damage, or expense (including reasonable attorneys fees and costs) arising from any claim or demand by any past
or present shareholder of the Portfolio that is not based upon the investment advice provided by Sub-Advisor pursuant
to this Agreement. Sub-Advisor shall use its best efforts and good faith in performing its services hereunder, but
Investment Manager acknowledges and agrees that Sub-Advisor makes no representation or warranty, express or implied,
that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will
perform comparably with any standard or index, including other clients of Sub-Advisor, whether public or private.
10. Termination. This Agreement shall remain in full force and effect for one year from the date hereof,
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and is renewable annually thereafter by agreement of the parties to this Agreement and by specific approval of the
Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the portfolio. Any
such renewal shall be approved by a vote of a majority of the Trustees who are not interested persons under the
Investment Company Act of 1940, 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 either party upon 60 days written notice to the other party,
and will automatically terminate in the event of its assignment, as defined in the Investment Company Act of 1940, or
upon termination of the Investment Manager's Agreement with the Trust.
11. Amendment. This Agreement may be amended only if such amendment is specifically approved by (a) the
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vote of a majority of the outstanding voting securities of the Portfolio, if required by applicable law, and (b) the
vote of a majority of those directors of the Portfolio who are not parties to this Agreement or interested persons of
any such party cast in person at a meeting called for the purpose of voting on such approval.
12. General.
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(a) Sub-Advisor may perform its services through any employee, officer, or agent of Sub-Advisor, and
Investment Manager shall not be entitled to the advice, recommendation, or judgment of any specific person.
(b) If any term or provision or this Agreement or the application thereof to any, person or circumstances is
held to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision
to other persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted
by law.
(c) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado
exclusive of conflicts of laws.
The effective date of this Agreement is April 3, 2002.
FOR THE INVESTMENT MANAGER: FOR THE SUB-ADVISOR:
______________________________ Name:______________________________
Xxxx Xxxxx
Senior Vice President & Chief Operating Officer Title:________________________________
Date: Date:
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Attest: Attest:
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American Skandia Trust
AST JanCap Growth Portfolio
Sub-Advisory Agreement
EXHIBIT A
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An annual rate of .60% of the portion of the average daily net assets of the Portfolio not in excess of $100 million;
plus .55% of the portion over $100 million but not in excess of $1 billion; plus .50% of the portion over $1 billion.
