AMERICAN SKANDIA TRUST
INVESTMENT MANAGEMENT AGREEMENT
Agreement made this ___ day of ____, 2003, between American Skandia Trust, a Massachusetts trust (the
Fund), and each of Prudential Investments LLC, a New York limited liability company (PI) and American Skandia Investment
Services, Inc. (ASISI).
W I T N E S S E T H
WHEREAS, the Fund is a diversified, open-end management investment company registered under the
Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, the Fund desires to retain PI and ASISI jointly to render or contract to obtain as hereinafter
provided investment advisory services to the Fund and the Fund also desires to avail itself of the facilities available
to PI and ASISI with respect to the administration of its day-to-day business affairs, and both PI and ASISI are willing
to render such investment advisory and administrative services; and
WHEREAS, the Fund desires to retain PI and ASISI to act as co-managers (in such joint capacity the
Co-Managers) with respect to the Fund; it being understood that PI, except as otherwise provided herein, shall oversee,
supervise and assist with ASISI's provision of investment advisory services to the Fund;
NOW, THEREFORE, the parties agree as follows:
1. The Fund hereby appoints the Co-Managers to act as manager of the Fund and each series thereof
set forth on Schedule A hereto (each a Portfolio) and as administrator of its business affairs for the period and on the
terms set forth in this Agreement. The Co-Managers accept such appointment and agree to render the services herein
described, for the compensation herein provided. Subject to the approval of the Board of Trustees of the Fund, the
Co-Managers are authorized to enter into one or more subadvisory agreements with any subadviser, whether or not
affiliated with the Manager (including, to the extent legally permissible, Prudential Investment Management, Inc. and
Xxxxxxxx Associates LLC) (each, a Subadviser), pursuant to which such Subadviser shall furnish to the Fund and each
Portfolio investment advisory services in connection with the management of the Fund and such Portfolio (each, a
Subadvisory Agreement). Subject to the approval of the Board of Trustees of the Fund, the Co-Managers are authorized to
retain more than one Subadviser for each Portfolio, and if any Portfolio has more than one Subadviser, the Co-Managers
are authorized to allocate and reallocate the assets of such Portfolio among the Subadvisers to such Portfolio. The
Co-Managers will continue to have joint and several responsibility to the Fund and each Portfolio for all investment
advisory services furnished to the Fund and such Portfolio pursuant to any Subadvisory Agreement. The Fund and
Co-Managers understand and agree that the Co-Managers may manage the Fund and each Portfolio in a "manager-of-managers"
style with either a single Subadviser or multiple Subadvisers for such Portfolio, which contemplates that the Co-Managers
will, among other things and pursuant to an Order issued by the Securities and Exchange Commission (SEC): (i) continually
evaluate the performance of each Subadviser to such Portfolio, if applicable, through quantitative and qualitative
analyses and consultations with such Subadviser; (ii) periodically, and at least annually, make recommendations to the
Fund's Board as to whether the contract with each Subadviser should be renewed, modified, or terminated in respect of
such Portfolio; and (iii) periodically report to the Fund's Board regarding the results of its evaluation and monitoring
functions. The Fund recognizes that, subject to Board approval, a Subadviser's services in respect of the Fund or any
Portfolio may be terminated or modified pursuant to the "manager-of-managers" process, and that the Co-Managers may
appoint a new Subadviser for any Subadviser that is so removed.
2. Subject to the supervision of the Board of Trustees of the Fund, the Co-Managers shall
administer the Fund's business affairs and, in connection therewith, shall furnish the Fund with office facilities and
with clerical, bookkeeping and recordkeeping services at such office facilities and, subject to Section 1 hereof and any
Subadvisory Agreement, the Co-Managers shall manage the investment operations of the Fund and the composition of the
investment portfolio for each Portfolio, including the purchase, retention and disposition thereof, in accordance with
the Portfolio's investment objectives, policies and restrictions as stated in the Fund's SEC registration statement on
Form N-1A, as in effect from time to time (the Registration Statement), and subject to the following understandings:
(a) With respect to the Fund and each Portfolio, the Co-Managers (or the Subadviser(s) to
such Portfolio under the Co-Managers' supervision) shall provide supervision of the Portfolio's
investments, and shall determine from time to time what investments or securities will be purchased,
retained, sold or loaned by the Portfolio, and what portion of the assets of such Portfolio will be
invested or held uninvested as cash.
(b) With respect to the Fund and each Portfolio, the Co-Managers, in the performance of
their duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust
of the Fund and the Registration Statement and with the instructions and directions of the Board of
Trustees of the Fund, and will conform to and comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations. In connection therewith, the Co-Managers shall,
among other things, prepare and file (or cause to be prepared and filed) such reports as are, or may in
the future be, required by the SEC).
(c) With respect to the Fund and each Portfolio, the Co-Managers (or the Subadviser(s) to
such Portfolio under the Co-Managers' supervision) shall determine the securities and futures contracts
to be purchased or sold by such Portfolio and will place orders pursuant to their determinations with or
through such persons, brokers, dealers or futures commission merchants (including but not limited to
Prudential Securities Incorporated, to the extent legally permissible) in conformity with the policy
with respect to brokerage as set forth in the Registration Statement or as the Board of Trustees may
direct from time to time. In providing the Fund and each Portfolio with investment supervision, it is
recognized that the Co-Managers (or the Subadviser(s) to such Portfolio under the Co-Managers'
supervision) will give primary consideration to securing the most favorable price and efficient
execution. Consistent with this policy, the Co-Managers (or the Subadviser(s) to such Portfolio under
the Co-Managers' supervision) may consider the financial responsibility of or [research and investment
information and other services] provided by brokers, dealers or futures commission merchants who may
effect or be a party to any such transaction or other transactions to which other clients of either of
the Co-Manager (or Subadvisers) may be a party, the size 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. It is understood that, to the extent legally permissible, Prudential Securities
Incorporated (or a broker-dealer affiliated with a Subadviser) may be used as principal broker for
securities transactions, but that no formula has been adopted for allocation of the Fund's investment
transaction business for the Fund or any Portfolio. It is also understood that it is desirable for the
Fund and each Portfolio that the Co-Manager (or the Subadviser(s) to such Portfolio) have access to
supplemental investment and market research and security and economic analysis provided by brokers or
futures commission merchants, and that such brokers or futures commission merchants may execute
brokerage transactions at a higher cost to the Fund and such Portfolio than may result when allocating
brokerage to other brokers or futures commission merchants on the basis of seeking the most favorable
price and efficient execution. Therefore, the Co-Managers (and the Subadviser(s) to such Portfolio
under the Co-Manager's supervision) each is authorized to pay higher brokerage commissions for the
purchase and sale of securities and futures contracts for the Fund to brokers or futures commission
merchants who provide such research and analysis, subject to review by the Fund's Board of Trustees from
time to time with respect to the extent and continuation of this practice. It is understood that the
services provided by such broker or futures commission merchant may be useful to the Co-Manager (or the
Subadviser) in connection with its services to other clients.
On occasions when the Co-Managers (or any Subadviser to such Portfolio under the Co-Managers'
supervision) deem the purchase or sale of a security or a futures contract to be in the best interest of
the Fund and such Portfolio as well as other clients of the Co-Managers (or such Subadviser), the
Co-Manager (or such Subadviser), to the extent legally permissible, may, but shall be under no
obligation to, aggregate the securities or futures contracts to be so sold or purchased in order to
obtain the most favorable price or lower brokerage commissions and efficient execution. In such event,
allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred
in the transaction, will be made by the Co-Managers (or such Subadviser) in the manner it considers to
be the most equitable and consistent with its fiduciary obligations to the Fund and such Portfolio and
to such other clients.
(d) With respect to the Fund and each Portfolio, the Co-Managers (or the Subadviser(s) to
such Portfolio under the Co-Managers' supervision) shall maintain all books and records with respect to
the Fund's and such Portfolio's portfolio transactions and shall render to the Fund's Board of Trustees
such periodic and special reports as the Board may reasonably request.
(e) With respect to the Fund and each Portfolio, the Co-Managers (or the Subadviser(s) to
such Portfolio under the Co-Manager's supervision) shall be responsible for the financial and accounting
records to be maintained by the Fund and such Portfolio's (including those being maintained by the
Fund's custodian).
(f) With respect to the Fund and each Portfolio, the Co-Manager (or the Subadviser(s) to
such Portfolio under the Co-Managers' supervision) shall provide the Fund's custodian on each business
day information relating to all transactions concerning the assets of the Fund and such Portfolio.
(g) The investment management services of the Co-Managers under this Agreement are not to
be deemed exclusive, and the Co-Managers shall be free to render similar services to others.
(h) The Co-Managers shall make reasonably available their employees and officers for
consultation with any of the Trustees or officers or employees of the Fund with respect to any matter
discussed herein, including, without limitation, the valuation of the Fund's securities.
3. The Fund has delivered to the Co-Managers copies of each of the following documents and will
deliver to it all future amendments and supplements, if any:
(a) Articles of Incorporation or Declaration of Trust of the Fund;
(b) By-Laws of the Fund (such By-Laws, as in effect on the date hereof and as amended from
time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Board of Trustees of the Fund authorizing the appointment
of the Manager and approving the form of this agreement;
(d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended,
on Form N-1A, as filed with the SEC relating to the Fund and its shares of common stock and all
amendments thereto; and
(e) Each prospectus and statement of additional information of the Fund.
4. The Co-Managers shall authorize and permit any of their officers and employees who may be
elected as Trustees or officers of the Fund to serve in the capacities in which they are elected. All services to be
furnished by the Co-Managers under this Agreement may be furnished through the medium of any such officers or employees
of the Co-Managers.
5. The Co-Managers shall keep the Fund's books and records required to be maintained by it
pursuant to Paragraph 2 hereof. The Co-Managers agree that all records which it maintains for the Fund are the property
of the Fund, and they will surrender promptly to the Fund any such records upon the Fund's request, provided however that
the Co-Managers may retain a copy of such records. The Co-Managers further agree to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by the Co-Managers pursuant to
Paragraph 2 hereof.
6. During the term of this Agreement, the Co-Managers shall pay the following expenses:
(i) the salaries and expenses of all Trustees, officers and employees of the Fund and the
Co-Managers, except the fees and expenses of Trustees who are not affiliated persons
of the Co-Managers or any Subadviser,
(ii) all expenses incurred by the Co-Managers in connection with managing the ordinary
course of the Fund's business, other than those specifically assumed by the Fund
herein, and
(iii) the fees, costs and expenses payable to each Subadviser pursuant to a Subadvisory
Agreement.
The Fund assumes and will pay the expenses described below:
(a) the fees and expenses incurred by the Fund or any Portfolio in connection with the
management of the investment and reinvestment of its assets,
(b) the fees and expenses of Fund Trustees who are not "interested persons" of the Fund
within the meaning of the 1940 Act,
(c) the fees and expenses of the Custodian that relate to (i) the custodial function and
the recordkeeping connected therewith, (ii) preparing and maintaining the general accounting records of
the Fund and the provision of any such records to the Co-Managers useful to the Co-Managers in
connection with the Co-Managers' responsibility for the accounting records of the Fund pursuant to
Section 31 of the 1940 Act and the rules promulgated thereunder, (iii) the pricing or valuation of the
shares of the Fund, including the cost of any pricing or valuation service or services which may be
retained pursuant to the authorization of the Board of Trustees of the Fund, and (iv) for both mail and
wire orders, the cashiering function in connection with the issuance and redemption of the Fund's
securities,
(d) the fees and expenses of the Fund's Transfer and Dividend Disbursing Agent that relate
to the maintenance of each shareholder account,
(e) the charges and expenses of legal counsel and independent accountants for the Fund,
(f) brokers' commissions and any issue or transfer taxes chargeable to the Fund in
connection with its securities and futures transactions,
(g) all taxes and corporate fees payable by the Fund to federal, state or other
governmental agencies,
(h) the fees of any trade associations of which the Fund may be a member,
(i) the cost of certificates representing, and/or non-negotiable share deposit receipts
evidencing, shares of the Fund,
(j) the cost of fidelity, directors' and officers' and errors and omissions insurance,
(k) the fees and expenses involved in registering and maintaining registration of the Fund
and of its shares with the SEC, and paying notice filing fees under state securities laws, including the
preparation and printing of the registration statement and the Fund's prospectuses and statements of
additional information for filing under federal and state securities laws for such purposes,
(l) allocable communications expenses with respect to investor services and all expenses
of shareholders' and Trustees' meetings and of preparing, printing and mailing reports and notices to
shareholders in the amounts necessary for distribution to the shareholders,
(m) litigation and indemnification expenses and other extraordinary expenses not incurred
in the ordinary course of the Fund's business, and
(n) any expenses assumed by the Fund pursuant to a distribution and/or service plan
adopted in a manner that is consistent with Rule 12b-1 under the 1940 Act.
7. For the services provided and the expenses assumed by the Co-Managers pursuant to this
Agreement, the Fund will pay to ASISI as full compensation therefore a fee at the annual rate(s) as described on the
attached Schedule A with respect to the average daily net assets of the Fund. This fee will be computed daily, and will
be paid to ASISI monthly. The Fund shall not pay any fee or other compensation to PI for the services provided and the
expenses assumed pursuant to this Agreement. Provided, however, that upon any dissolution, liquidation or merger of
ASISI into PI, or in the event that ASISI is unable for any reason to perform its duties as specified in this Agreement,
PI shall be entitled to receive the same fees as formerly paid by the Fund to ASISI subject to the performance of the
obligations of the Co-Managers hereunder.
8. The Co-Managers shall not be liable for any error of judgment or for any loss suffered by the
Fund in connection with the matters to which this Agreement relates, except that the Co-Managers shall be jointly and
severally liable for any loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for
services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3)
of the 0000 Xxx) or loss resulting from willful misfeasance, bad faith or gross negligence on either Co-Manager's part in
the performance of their duties or from reckless disregard by either Co-Manager of their obligations and duties under
this Agreement. Federal and state laws impose responsibilities under certain circumstances on persons who act in good
faith and, therefore, nothing herein shall in any way constitute a waiver of limitation of any rights which the Fund may
have under applicable law.
9. This Agreement shall continue in effect as to each Portfolio for a period of more than two
years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with
the requirements of the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund or
any Portfolio at any time, without the payment of any penalty, by the Board of Trustees of the Fund or by vote of a
majority of the outstanding voting securities (as defined in the 0000 Xxx) of such Portfolio, or by the Co-Managers at
any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the
other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).
10. Nothing in this Agreement shall limit or restrict the right of any officer or employee of the
Co-Managers who may also be a Trustee, officer or employee of the Fund to engage in any other business or to devote his
or her time and attention in part to the management or other aspects of any business, whether of a similar or dissimilar
nature, nor limit or restrict the right of the Co-Managers to engage in any other business or to render services of any
kind to any other corporation, firm, individual or association; provided that nothing in this paragraph 10 shall relieve
the Co-Managers from the performance of any obligation hereunder.
11. Except as otherwise provided herein or authorized by the Board of Trustees of the Fund from
time to time, the Co-Managers shall for all purposes herein be deemed to be independent contractors, and shall have no
authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund or any Portfolio.
12. During the term of this Agreement, the Fund agrees to furnish the Co-Managers at their
respective principal offices all prospectuses, proxy statements, reports to shareholders, sales literature, or other
material prepared for distribution to shareholders of the Fund or the public, which refer in any way to the Co-Managers
prior to use thereof and not to use such material if the Co-Managers reasonably object in writing within five business
days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement,
the Fund will continue to furnish to the Co-Managers copies of any of the above- mentioned materials which refer in any
way to the Co-Managers. Sales literature may be furnished to the Co-Managers hereunder by first-class or overnight mail,
facsimile transmission equipment or hand delivery. The Fund shall furnish or otherwise make available to the Co-Managers
such other information relating to the business affairs of the Fund as the Cop-Managers at any time, or from time to
time, reasonably request in order to discharge its obligations hereunder.
13. This Agreement may be amended by mutual consent, but the consent of the Fund must be obtained
in conformity with the requirements of the 1940 Act.
14. Any notice or other communication required to be given pursuant to this Agreement shall be
deemed duly given if delivered or mailed by registered mail, postage prepaid to the respective addresses indicated below;
provided that any party may, by written notice to the others, designate a different recipient or address for such party:
If to the Co-Managers: Prudential Investments LLC
Gateway Center Three
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000-0000
Attention: President
and
American Skandia Investment Services,
Inc.
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention:
If to the Fund: American Skandia Trust
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention:
Copy to:
Prudential Investments LLC
Gateway Center Three
000 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000-0000
Attention: President
15. This Agreement shall be governed by and construed in accordance with the laws of the State of
New York.
16. The Fund may use the name "___________Portfolio" or any name including the word "Prudential,"
"Skandia," "AST," or "American Skandia" only for so long as this Agreement or any extension, renewal or amendment hereof
remains in effect, including any similar agreement with any organization which shall have succeeded to the Co-Managers'
business as Co-Managers or any extension, renewal or amendment thereof remain in effect. At such time as such an
agreement shall no longer be in effect, the Fund will (to the extent that it lawfully can) cease to use such a name or
any other name indicating that it is advised by, managed by or otherwise connected with the Co-Managers, or any
organization which shall have so succeeded to such businesses. In no event shall the Fund use the name "___________
Portfolio." or any name including the word "Prudential," "Skandia," "AST," or "American Skandia" if the Co-Managers'
functions are transferred or assigned to a company of which The Prudential Insurance Company of America does not have
control. Further provided, that the Fund's right to use the words "Skandia," "AST," or "American Skandia" shall also be
subject to the terms, conditions, restrictions and limitations governing the use of such words as set forth in any
licensing or similar agreement(s) that may then be in effect between Prudential Financial, Inc. and Skandia Insurance
Company Ltd. Or their successors or assigns.
17. Liability of the Trustees and Shareholders. A copy of the Agreement and Declaration of Trust
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of the Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this
instrument are not binding upon any of the Trustees or shareholders individually but is binding only upon the assets and
property of the Trust.
18. Questions of Interpretation. Any question of interpretation of any term or provision of this
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Agreement having a counterpart in or otherwise derived from a term or provision of the ICA, shall be resolved by
reference to such term or provision of the ICA and to interpretations thereof, if any, by the United States courts or, in
the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange
Commission issued pursuant to the ICA. In addition, where the effect of a requirement of the ICA, reflected in any
provision of this Agreement, is related by rules, regulation or order of the Securities and Exchange Commission, such
provision shall be deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have caused this instrument to be
executed by their officers designated below as of the day and year above written.
AMERICAN SKANDIA TRUST
By: _____________________________
PRUDENTIAL INVESTMENTS LLC
By: ____________________________
AMERICAN SKANDIA INVESTMENT SERVICES, INCORPORATED
By:______________________________
Schedule A
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AST Strong International Equity Portfolio
AST Xxxxxxx Xxxxx International Growth Portfolio
AST American Century International Growth Portfolio
AST XxXX International Equity Portfolio
AST MFS Global Equity Portfolio
AST PBHG Small-Cap Growth Portfolio
AST XxXX Small-Cap Growth Portfolio
AST Federated Aggressive Growth Portfolio
AST Xxxxxxx Sachs Small-Cap Value Portfolio
AST Gabelli Small-Cap Value Portfolio
AST XxXX Small-Cap Value Portfolio
AST Xxxxxxx Sachs Mid-Cap Growth Portfolio
AST Xxxxxxxxx Xxxxxx Mid-Cap Growth Portfolio
AST Xxxxxxxxx Xxxxxx Mid-Cap Value Portfolio
AST Alger All-Cap Growth Portfolio
AST Gabelli All-Cap Value Portfolio
AST X. Xxxx Price Natural Resources Portfolio
AST Alliance Growth Portfolio
AST MFS Growth Portfolio
AST Xxxxxxx Capital Growth Portfolio
AST Xxxxxxx Xxxxx Concentrated Growth Portfolio
AST XxXX Large-Cap Growth Portfolio
AST XxXX Large-Cap Value Portfolio
AST Alliance/Xxxxxxxxx Growth + Value Portfolio
AST Xxxxxxx Xxxxxxxxx Core Value Portfolio
AST Xxxxx & Steers Realty Portfolio
AST Xxxxxxx Xxxxxxxxx Managed Index 500 Portfolio
AST American Century Income & Growth Portfolio
AST Alliance Growth and Income Portfolio
AST MFS Growth with Income Portfolio
AST INVESCO Capital Income Portfolio
AST XxXX Global Allocation Portfolio
AST American Century Strategic Balanced Portfolio
AST X. Xxxx Price Asset Allocation Portfolio
AST X. Xxxx Price Global Bond Portfolio
AST Federated High Yield Portfolio
AST Lord Xxxxxx Bond-Debenture Portfolio
AST XxXX Xxxx Portfolio
AST PIMCO Total Return Bond Portfolio
AST PIMCO Limited Maturity Bond Portfolio
AST Money Market Portfolio
Schedule dated April 30, 2003.
