AMERICAN SKANDIA TRUST
SUB-ADVISORY AGREEMENT
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THIS AGREEMENT is between American Skandia Investment Services, Incorporated and Prudential Investments LLC (the "Investment
Manager") and Xxxxxxx Xxxxx & Company, LLC (the "Sub-Adviser").
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-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 Xxxxx International 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
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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, 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.
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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 according to its expert judgment 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
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to: (i) the prior written approval of the Investment Manager, (ii) the execution of a written sub-advisory agreement between the
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Sub-Adviser and its delegate, and (iii) the approval of such agreement by the Trustees. 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 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 assist
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 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 the requirements of: (i) the ICA and the
regulations promulgated thereunder; (ii) Subchapters L and M (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 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, 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 of
any failure to comply with or any 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 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,
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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
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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 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 (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
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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
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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
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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) and (h) 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
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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
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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
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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 the information provided in items (a) and (b)
of paragraph 7 are true 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
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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
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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
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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
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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), (ii) to reflect a change in control of the Sub-Adviser, as defined by the ICA, or (iii) to
effect an assignment of this Agreement (collectively, "Sub-Adviser's Action") or otherwise to comply with the ICA, the Securities Act
of 1933, as amended (the "1933 Act"), any order granted to the Investment Manager, the Portfolio, or the Trust by the Securities and
Exchange Commission, or any other applicable statute, law, rule or regulation, as a result of such change; provided however, that the
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Sub-Adviser shall not be responsible for such costs and expenses where the Sub-Adviser's Action is the result of a request by the
Investment Manager..
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 Xxxxx & Company
000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxxxxx, Esq.
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
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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, or (4) to the extent of, and as a result of the Sub-Adviser's failure to follow its own
internal policies and procedures; provided, however, that in no case is the Sub-Adviser's indemnity in favor of the Investment
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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
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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
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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 an
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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
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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
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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 Xxxxx International Growth 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 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: .30% of the portion of the combined average daily net assets not in excess of $500 million; plus
..25% of the portion over $500 million but not in excess of $1 billion; plus .20% of the portion in excess of $1 billion.
