AMERICAN SKANDIA MASTER TRUST
SUB-ADVISORY AGREEMENT
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THIS AGREEMENT is between American Skandia Investment Services, Incorporated (the "Investment Manager") and Pacific Investment Management
Company LLC (the "Sub-Adviser").
W I T N E S S E T H
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WHEREAS, American Skandia Master Trust (the "Trust") is a Delaware 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 Trust will serve, at least initially, as an investment vehicle for other parties, including other open-end investment
companies (or series of such companies) registered under the ICA; and
WHEREAS, certain series of American Skandia Advisor Funds, Inc. (the "Feeder Fund"), an open-end management investment company
established under the laws of the state of Maryland, currently invest all of their respective investable assets in corresponding
portfolios of the Trust; 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
ASMT PIMCO Total Return Bond Portfolio (the "Portfolio"), one series of the Trust, under the terms of a management agreement, dated June
1, 1997, 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
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to the investment objective, investment policies and restrictions of the Portfolio as set forth in the Registration Statement of the
Trust as in effect from time to time (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. 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 and use its best efforts to enable the
Portfolio to conform to the requirements of: (i) the ICA and the regulations promulgated thereunder; (ii) Subchapter M of the Internal
Revenue Code and the regulations promulgated thereunder; (iii) other applicable provisions of state or federal law; (iv) the Agreement
and Declaration of Trust and By-laws of the Trust; (v) policies and determinations of the Trust and the Investment Manager provided to
the Sub-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 on behalf of the Portfolio.
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
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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 reliability, integrity and
financial condition of the broker-dealer; the size of and difficulty in executing the order; and the value of the expected contribution
of the broker-dealer to the investment performance of the Portfolio on a continuing basis. Subject to such policies and procedures as
the Trustees may determine, the Sub-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). Such allocation 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 the sale of interests in the
Portfolio and recommendations by the Investment Manager 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, in such
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form as may be mutually agreed to by the parties hereto, concerning transactions and performance of the Portfolio, including information
required in the Registration Statement or information necessary for the Investment Manager to review the Portfolio or discuss the
management of it. 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 any changes in any information regarding the
Sub-Adviser or the investment program for the Portfolio as described in Section 9 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 complete
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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
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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
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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; 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 laws.
10. Liability. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations
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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. 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 employees,
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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. Purchases and sales of individual securities on behalf of the Portfolio and other series or portfolios of the
Trust or other accounts for investors or institutions as to which the Sub-Adviser exercises investment discretion will be made on a basis
that is equitable and consistent with its fiduciary obligations to the Portfolio and such other accounts. Nothing in this Agreement
shall impose upon the Sub-Adviser any obligation 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.
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 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
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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 or the Feeder Fund'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 a result of a request by the Investment Manager or is due to
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
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Attention: ▇▇▇▇ ▇▇▇▇▇
Senior Vice President & Chief Operating Officer
Sub-Adviser: Pacific Investment Management Company, LLC
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Trust: American Skandia Master Trust
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Attention: ▇▇▇▇ ▇. ▇▇▇▇▇, Esq.
14. Indemnification. The Sub-Adviser agrees to indemnify and hold harmless the Investment Manager, any affiliated person within the
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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 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
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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 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
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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,
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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
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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
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State of Connecticut.
18. Severability. Each provision of this Agreement is intended to be severable. If any provision of this Agreement is held to be
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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 5, 2000.
FOR THE INVESTMENT MANAGER: FOR THE SUB-ADVISER:
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Senior Vice President & Chief Operating Officer
Date: ____________________________ Date: ____________________________
Attest: ____________________________ Attest: ____________________________
American Skandia Master Trust
ASMT PIMCO Total Return Bond Portfolio
Sub-Advisory Agreement
EXHIBIT A
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An annual rate of .25% of the average daily nets assets of the Portfolio.
