AMERICAN SKANDIA TRUST
INVESTMENT MANAGEMENT AGREEMENT
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THIS AGREEMENT is made this 15th day of September, 2001 by and between American Skandia Trust, a Massachusetts business trust (the
"Fund"), and American Skandia Investment Services, Inc., a Connecticut corporation (the "Investment Manager");
W I T N E S S E T H
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WHEREAS, the Fund is registered as an open-end, diversified management investment company under the Investment Company Act of 1940,
as amended (the "Investment Company Act"), and the rules and regulations promulgated thereunder; and
WHEREAS, the Investment Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the
'Investment Advisers Act); and
WHEREAS, the Fund and the Investment Manager desire to enter into an agreement to provide for the management of the assets of the AST
Money Market Portfolio (the "Portfolio") on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt
where-of is hereby acknowledged, the parties hereto agree as follows:
1. Management. The Investment Manager shall act as investment manager for the Portfolio and shall, in such capacity, manage
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the investment operations of the Portfolio, including the purchase, retention, disposition and lending of securities, subject at all
times to the policies and control of the Fund's Board of Trustees. The Investment Manager shall give the Portfolio the benefit of
its best judgments, efforts and facilities in rendering its services as investment manager.
2. Duties of Investment Manager. In carrying out its obligation under paragraph 1 hereof, the Investment Manager shall:
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(a) supervise and manage all aspects of the Portfolio's operations:
(b) provide the Portfolio or obtain for it, and thereafter supervise, such executive, administrative, clerical and
shareholder servicing services as are deemed advisable by the Fund's Board of Trustees;
(c) arrange, but not pay for, the periodic updating of prospectuses and supplements thereto, proxy material, tax
returns, reports to the Portfolio's shareholders, reports to and filings with the Securities and Exchange Commission, state Blue Sky
authorities and other applicable regulatory authorities;
(d) provide to the Board of Trustees of the Fund on a regular basis, written financial reports and analyses On the
Portfolios securities transactions and the operations of comparable investment companies;
(e) obtain and evaluate pertinent information about significant developments and economic, statistical and financial data,
domestic, foreign or otherwise, whether affecting the economy generally or the Portfolio, and whether concerning the individual
issuers whose securities are included in the Portfolio or the activities in which they engage, or with respect to securities which
the Investment Manager considers desirable for inclusion in the Portfolio,
(f) determine what issuers and securities shall be represented in the Portfolio's portfolio and regularly report them in writing
to the Board of Trustees;
(g) formulate and implement continuing programs for the purchases and sales of the securities of such issuers and regularly
report in writing thereon to the Board of Trustees; and
(h) take, on behalf of the Portfolio, all actions which appear to the Fund necessary to carry into effect such purchase and sale
programs and supervisory functions as aforesaid including the placing of orders for the purchase and sale of portfolio securities.
3. Broker-Dealer Relationships. The Investment Manager is responsible for decisions to buy and sell securities for the
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Portfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Investment Manager shall determine the
securities to be purchased or sold by the Portfolio pursuant to its determinations with or through such persons, brokers or dealers,
in conformity with the policy with respect to brokerage as set forth in the Fund's Prospectus and Statement of Additional
Information, or as the Board of Trustees may determine from time to time. Generally, the Investment Manager's primary consideration
in placing Portfolio securities transactions with broker-dealers for execution is to obtain and maintain the availability of,
execution at the best net price and in the most effective manner possible. The, Investment Manager may consider the sale of the
shares of the Portfolio, subject to the requirements of best net price and most favorable execution.
Consistent with this policy, the Investment Manager will take the following into consideration: the best net price
available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in executing the
order, and the value of the expected contribution of the broker-dealer to the investment performance of the Portfolio an a continuing
basis. Accordingly, the cost of the brokerage commissions to the Portfolio maybe greater than that available from other brokers if
the difference is reasonably justified by other aspects of the portfolio execution services offered. Subject to such policies and
procedures as the Board of Trustees of the Fund may determine, the Investment Manager shall not be deemed to have acted unlawfully or
to have breached any duty solely by reason of its having caused the Portfolio to pay a broker or dealer that provides research
services to the Investment Manager for the Portfolio's use an amount of commission for effecting a portfolio investment transaction
in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the Investment
Manager, determines in good faith that such amount of commission was reasonable in relation to the value of the research services
provided by such broker, viewed in terms of either that particular transaction or the Investment Manager's ongoing responsibilities
with respect to the Portfolio. The Investment Manager is further authorized to allocate the orders placed by it on behalf of the
Portfolio to such brokers and dealers who also provide research or statistical material or other services to the Fund or the
Investment Manager. Such allocation shall be in such amounts and proportions as the Investment Manager shall determine and the
Investment Manager will report on said allocations to the Board of Trustees of the Fund regularly as requested by the Board and, in
any event, at least once each calendar year if no specific request is made, indicating the brokers to whom such allocations have been
made and the basis therefor.
4. Control by Board of Trustees. Any investment program undertaken by the Investment Manager pursuant to this Agreement, as
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well as any other activities undertaken by the Investment Manager on behalf of the Fund pursuant thereto, shall at all times be
subject to any directives of the Board of Trustees of the Fund.
5. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Investment Manager shall
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at all times conform to:
(a) all applicable provisions of the Investment Company Act and Investment Advisers Act and any rules and regulations
adopted thereunder, as amended, and
(b) the provisions of the Registration Statements of the Fund under the Securities Act of 1933 and the Investment
Company Act, including the investment objectives, policies and restrictions, and permissible investments specified therein; and
(c) the provisions of the Declaration of Trust of the Fund, as amended; and
(d) the provisions of the By-laws of the Fund, as amended; and
(e) any other applicable provisions of state and federal law.
6. Expenses. The expenses connected with the Fund shall be allocable between the Fund and the Investment Manager as follows:
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(a) The Investment Manager shall furnish, at its expense and without cost to the Fund, the services of a President
Secretary, and one or more Vice Presidents of the Fund, to the extent at such additional officers may be required by the Fund for
the proper conduct of its affairs.
(b) The Investment Manager shall further maintain, at its expense and without cost to the Fund, a trading in order
to carry out its obligations under subparagraphs (f), (g) and (h) of paragraph 2 hereof to place orders for the purchase and sale
of portfolio securities for the Portfolio.
(c) Nothing in subparagraph (a) hereof shall be construed to require the Investment Manager to bear:
(i) any of the costs (including applicable office space, facilities and equipment) of the services of a
principal financial officer of the Fund whose normal duties consist of maintaining the financial accounts and books
and records of the Fund; including the reviewing of calculations of net asset value and preparing tax returns; or
(ii) any of the costs (including applicable office space, facilities and equipment) of the services, of any of
the personnel operating under the direction of such principal financial officer. Notwithstanding the obligation of
the Fund to bear the expense of the functions referred to in clauses (i) and (ii) of this subparagraph (c), the
Investment Manager may pay the salaries, including any applicable employment or payroll taxes and other salary
costs, of the principal financial officer and other personnel carrying out such functions and the Fund shall
reimburse the Investment Manager therefor upon proper accounting.
(d) All of the ordinary business expenses incurred in the operations of the Fund and the offering of its shares shall be
home by the Fund unless specifically provided otherwise in this paragraph 6. These expenses include but are not limited to
brokerage commissions, legal auditing, taxes or governmental fees, the cost of preparing share certificates, custodian, depository,
transfer and shareholder service agent costs, expenses of issue, sale, redemption and repurchase of shares, expenses of registering
and qualifying shares for sale, insurance premiums on property or personnel (including officers and trustees if available) of the
Fund which inure to its benefit, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing
reports and notices to shareholders, the fees and other expenses incurred by the Fund in connection with membership in investment
company organizations and the cost of printing copies of prospectuses and statements of additional information distributed to
shareholders.
7. Delegation of Responsibilities. Upon the request of the Fund's Board of Trustees, the Investment Manager may perform
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services on behalf of the Fund which are not required by this Agreement. Such services will be performed on behalf of the Fund and
the Investment Manager's cost, in rendering such services may be billed monthly to the Fund, subject to examination by the Fund's
independent accountants. Payment or assumption by the Investment Manager of any Fund expense that the Investment Manager is not
required to pay or assume under this Agreement shall not relieve the Investment Manager of any of its obligations to the Fund nor
obligate the Investment Manager to pay or assume any similar Fund expense on any subsequent occasion.
8. Engagement of Sub-advisors and Broker-Dealers. The Investment Manager may engage, subject to approval of the Fund's Board
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of Trustees, and where required, the shareholders of the Portfolio, a sub-advisor to provide advisory services in relation to the
Portfolio. Under such sub-advisory agreement the Investment Manager may delegate to the sub-advisor the duties outlined in
subparagraphs (c), (f), (g) and (h) of paragraph 2 hereof
9. Compensation. The Fund shall pay the Investment Manager in full compensation for services rendered hereunder an annual
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investment advisory fee. The fee shall be payable monthly in arrears, based on the average daily net assets of the Portfolio for
each month, at the annual rate set forth in Exhibit A to this Agreement.
10. Expense Limitation. If, for any fiscal year of the Fund, the total of all ordinary business expenses of the Portfolio,
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including all investment advisory and administration fees but excluding brokerage commissions and fees, taxes, interest and
extraordinary expenses such as litigation, would exceed 1.30% of the average daily net assets of the Portfolio, the Investment
Manager agrees to pay the Fund such excess expenses, and if required to do so pursuant to such a statute or regulatory authority,
to pay to the Fund such expenses no later than the last day of the first month of the next succeeding fiscal year of the Fund. For
the purposes of this paragraph, the term "fiscal year" shall exclude the portion of Fund's current fiscal year which shall have
elapsed prior to the date hereof and shall include the portion of the then current fiscal year which shall have elapsed at the date
of termination of this Agreement.
11. Non-Exclusivity, The services of the Investment Manager to the Portfolio are not to be deemed to be exclusive and the
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Investment Manager shall be free to render investment advisory and corporate administrative or other services to others (including
other investment companies) and to engage in other activities. It is understood and agreed that officers or directors of the
Investment Manager may serve as officers or trustees of the Fund, and that officers or trustees of Fund way serve as officers or
directors of the Investment Manager to the extent permitted by law, and that the officers and directors of the Investment, Manager
are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as
partners, officers or directors of any other firm or corporation, including other investment companies.
12. Term and Approval. This Agreement shall become effective on September 15, 2001 and shall continue in force and effect from
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you to year, provided that such continuance is specifically approved at least annually:
(a) (i) by the Fund's Board of Trustees or (ii) by the vote of a majority of the Portfolio's outstanding voting
securities (as defined in Section 2(a)(42) of the Investment Company Act); and
(b) by the affirmative vote of a majority of the trustees who are not parties to this Agreement or interested persons of
a party to this Agreement (other than as Fund trustees), by votes cast in person at a meeting specifically called for such purpose.
13. Termination. This Agreement may be terminated at any time without the payment of any penalty or prejudice to the completion
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of any transactions already initiated on behalf of the Portfolio, by vote of the Fund's Board of Trustees or by vote of a majority
of the Portfolio's outstanding voting securities, or by the Investment Manager, on sixty (60) days' written notice to the other
party. The notice provided for herein may be waived by either party. This Agreement automatically terminates in the event of its
assignment, the term "assignment" for the purpose having the meaning defined in Section 2(a)(4) of the Investment Company Act.
14. Liability of Investment Manager and Indemnification. In the absence of willful misfeasance, bad faith, gross negligence or
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reckless disregard of obligations or duties hereunder on the part of the Investment Manager or any of its officers, trustees or
employees, it shall not be subject to liability to the Fund or to any shareholder of the Portfolio for any act or omission in the
course of or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale
of any security.
15. Liability of Trustees and Shareholders. A copy of the Agreement and Declaration of Trust of the Fund is on file with the
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Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the
trustees of the Fund as trustees and not individually and that the obligations of this instrument are not binding upon any of the
trustees or shareholders individually but are binding only upon the assets and property of the Fund. 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 or Investment Manager may have under applicable law.
16. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other
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party at such address as such other party may designate for the receipt of such notice. Until further notice it is agreed that the
address of the Fund shall be ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, and the address of the Investment Manager shall be ▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
17. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart
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in or otherwise derived from a term or provision of the Investment Company Act, shall be resolved by reference to such term or
provision of the Act 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 said Act.
In addition, where the effect of a requirement of the Investment Company Act, reflected in any provision of this Agreement is
released 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 have caused this Agreement to be executed in duplicate by their respective officers
on the day and year first above written.
Attest: AMERICAN SKANDIA TRUST
By:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President
Attest: AMERICAN SKANDIA INVESTMENT SERVICES, INCORPORATED
By:
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▇▇▇▇ ▇▇▇▇▇
Senior Vice President & Chief Operating Officer
American Skandia Trust
AST Money Market Portfolio
Investment Management Agreement
EXHIBIT A
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An annual rate of 0.50% of the average daily net assets of the Portfolio.