AMERICAN SKANDIA TRUST
SUB-ADVISORY AGREEMENT
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THIS AGREEMENT is between American Skandia Investment Services, Incorporated (the "Investment Manager") and Janus Capital
Management LLC (the "Sub-Advisor").
WHEREAS American Skandia Trust (the "Trust") is a Massachusetts business trust organized with one or more series of
shares, and is registered as an investment company under the Investment Company Act of 1940 (the "ICA"); and
WHEREAS the trustees of the Trust (the "Trustees") have engaged the Investment Manager to act as investment manager for
the AST Janus Overseas Growth Portfolio (the "Portfolio") under the terms of a management agreement, dated December 30,
1996, with the Trust (the "Management Agreement"); and
WHEREAS the Investment Manager has engaged the Sub-Advisor and the Trustees have approved the engagement of the
Sub-Advisor to provide investment advice and other investment services set forth below;
NOW, THEREFORE the Investment Manager and the Sub-Advisor agree as follows:
1. Investment Services. The Sub-Advisor will furnish the Investment Manager with investment advisory services in
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connection with a continuous investment program for the Portfolio which is to be managed in accordance with the
investment objective, investment policies and restrictions of the Portfolio as set forth in the Prospectus and Statement
of Additional Information of the Trust and in accordance with the Trust's Declaration of Trust and By-laws. Officers,
directors, and employees of Sub-Advisor will be available upon reasonable request to consult with Investment Manager and
the Trust, their officers, employees and Trustees concerning the business of the Trust. Investment Manager will promptly
furnish Sub-Advisor with any amendments to any of the foregoing documents (the "Documents") before filing with the
Securities and Exchange Commission, if applicable. Any amendments to the Documents will not be deemed effective with
respect to the Sub-Advisor until the Sub-Advisor's receipt thereof.
Subject to the supervision and control of the Investment Manager, which is in turn subject to the supervision and
control of the Trust's Board of Trustees, the Sub-Advisor will in its discretion determine and select the securities to
be purchased for and sold from the Portfolio from time to time and 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-Advisor designated by the Investment Manager 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-Advisor will obtain and evaluate pertinent information about significant developments and economic,
statistical and financial data, domestic, foreign or otherwise, affecting the Portfolio and 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 Sub-Advisor considers desirable for inclusion in the Portfolio.
The Sub-Advisor represents that it reviewed the Registration Statement of the Trust, including any amendments or
supplements thereto, and any Proxy Statement relating to the approval of this Agreement, as filed with the Securities and
Exchange Commission and provided to the Sub-Advisor by the Investment Manager, and represents and warrants that any
disclosure about the Sub-Advisor or information relating to the Sub-Advisor's activities in connection with the
investment program for the Portfolio, as provided to the Investment Manager by the Sub-Advisor or as expressly approved
by the Sub-Advisor, incorporated in such Registration Statement or Proxy Statement contains, as of the date thereof, no
untrue statement of any material fact and does not omit any statement of material fact which was required to be stated
therein or necessary to make the statements contained therein not misleading. The Sub-Advisor further represents and
warrants that it is an investment advisor registered under the Investment Advisers Act of 1940, as amended (the "Advisers
Act"), and under the laws of all jurisdictions in which the conduct of its business hereunder requires such registration.
Sub-Advisor shall use its best judgment, effort, and advice in rendering services under this Agreement.
In furnishing the services under this Agreement, the Sub-Advisor will comply with the requirements of the ICA and
subchapters L and M (including, respectively, Section 817(h) and Section 851(b)(1), (2), (3) and (4)) of the Internal
Revenue Code, applicable to the Portfolio, and the regulations promulgated thereunder. The Sub-Advisor shall comply with
(i) other applicable provisions of state or federal law; (ii) the provision of the Declaration of Trust and By-laws of
the Trust; (iii) policies and determinations of the Trust and Investment Manager communicated to the Sub-Advisor in
writing; (iv) the fundamental policies and investment restrictions of the Trust, as set out in the Trust's registration
statement under the ICA, or as amended by the Trust's shareholders; (v) the Prospectus and Statement of Additional
Information of the Trust; and (vi) investment guidelines or other instructions received in writing from Investment
Manager. Notwithstanding the above, the Sub-Advisor shall have no responsibility to monitor compliance with limitations
or restrictions for which it has not received sufficient information from the Investment Manager or its authorized agents
to enable the Sub-Advisor to monitor compliance with such limitations or restrictions. Sub-Advisor 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-advisors to
provide investment advice and other services in relation to portfolios of the Trust for which the Sub-Advisor does not
provide such services, or to prevent Investment Manager from providing such services itself in relation to such
portfolios.
The Sub-Advisor shall be responsible for the preparation and filing of Schedule 13-G and Form 13-F on behalf of
the Portfolio. The Sub-Advisor 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. Delivery of Documents to the Sub-Advisor. The Investment Manager has furnished the Sub-Advisor with copies of
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each of the following documents:
(a) The Declaration of Trust of the Trust as in effect on the date hereof;
(b) The By-laws of the Trust in effect on the date hereof;
(c) The resolutions of the Trustees approving the engagement of the Sub-Advisor as Sub-Advisor to the
Investment Manager and approving the form of this agreement;
(d) The resolutions of the Trustees selecting the Investment Manager as investment manager to the Trust and
approving the form of the Investment Manager's Management Agreement with the Trust;
(e) The Investment Manager's Management Agreement with the Trust;
(f) The Code of Ethics of the Trust and of the Investment Manager as currently in effect; and
(g) A list of companies the securities of which are not to be bought or sold for the Portfolio because of
non-public information regarding such companies that is available to Investment Manager or the Trust, or
which, in the sole opinion of the Investment Manager, it believes such non-public information would be
deemed to be available to Investment Manager and/or the Trust.
The Investment Manager will furnish the Sub-Advisor 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 became 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. The
Investment Manager shall promptly furnish the Sub-Advisor with additional information as may be reasonably necessary for,
or reasonably requested by, the Sub-Advisor to perform its responsibilities pursuant to this Agreement.
3. Delivery of Documents to the Investment Manager. The Sub-Advisor has furnished the Investment Manager with
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copies of each of the following documents:
(a) The Sub-Advisor's Form ADV as filed with the Securities and Exchange Commission;
(b) The Sub-Advisor's most recent balance sheet;
(c) Separate lists of persons who the Sub-Advisor 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-Advisor as currently in effect.
The Sub-Advisor will furnish the Investment Manager from time to time with copies, properly certified or
otherwise authenticated, of all material amendments of or supplements to the foregoing, if any. Such amendments or
supplements as to items (a) through (d) above will be provided within 30 days of the time such materials became available
to the Sub-Advisor.
4. Investment Advisory Facilities. The Sub-Advisor, at its expense, will furnish all necessary investment
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facilities, including salaries of personnel required for it to execute its duties faithfully.
5. Execution of Portfolio Transactions. The Sub-Advisor is responsible for decisions to buy and sell securities for
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the Portfolio, broker-dealer selection, and negotiation of its brokerage commission rates. The Investment Manager shall,
to the extent necessary and within its control, assist in the establishment and maintenance of brokerage accounts and
other accounts the Sub-Advisor deems advisable to allow for the purchase or sale of securities for the Portfolio pursuant
to this Agreement. Sub-Advisor shall determine the securities to be purchased or sold by the Portfolio pursuant to its
determinations with or through such persons, brokers or dealers, including, to the extent permissible under applicable
law, brokers or dealers affiliated with the Sub-Advisor, in conformity with the policy with respect to brokerage as set
forth in the Trust's Prospectus and Statement of Additional Information, or as the Board of Trustees may determine from
time to time. Generally, the Sub-Advisor's primary consideration in placing Portfolio securities transactions with
broker-dealers for execution is to obtain and maintain the availability of best execution at the best net price and in
the most effective manner possible. The Sub-Advisor may consider sale of the shares of the Portfolio, as well as
recommendations of the Investment Manager, subject to the requirements of best net price and most favorable execution.
Consistent with this policy, the Sub-Advisor will take the following into consideration: the best net price
available; the reliability, integrity and financial condition of the broker-dealer; the size of and difficulty in
executing the order; and the value of the expected contribution of the broker-dealer to the investment performance of the
Portfolio on a continuing basis. Accordingly, the cost of the brokerage commissions to the Portfolio may be 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 Trust may determine, the
Sub-Advisor 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-dealer that provides research services to the Sub-Advisor for the Portfolio's use 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-Advisor 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 Sub-Advisor's ongoing responsibilities with respect to the Portfolio
and other accounts serviced by the Sub-Advisor. The Sub-Advisor is further authorized to allocate the orders placed by
it on behalf of the Portfolio to such broker-dealers who also provide research or statistical material, or other services
to the Portfolio or the Sub-Advisor. Such allocation shall be in such amounts and proportions as the Sub-Advisor shall
determine in good faith in conformity with its responsibilities under applicable laws, rules and regulations and the
Sub-Advisor will report on said allocations to the Investment Manager regularly as requested by the Investment Manager
indicating the brokers to whom such allocations have been made and the basis therefor. Purchase or sell orders for the
Portfolio may be aggregated with contemporaneous purchase or sell orders of other clients of the Sub-Advisor to the
extent permissible under applicable law.
The Sub-Advisor shall have no liability for the acts or omissions of any custodian of the Portfolio's assets.
The Sub-Advisor shall have no responsibility for the segregation requirement of the ICA or other applicable law.
6. Reports by Sub-Advisor. The Sub-Advisor shall furnish the Investment Manager monthly, quarterly and annual
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reports concerning transactions and performance of the Portfolio, including information required in the Trust's
Registration Statement, in such form as may be mutually agreed, to review the Portfolio and discuss the management of
it. The Sub-Advisor shall permit the financial statements, books and records with respect to the Portfolio to be
inspected and audited by the Trust, the Investment Manager or their agents at all reasonable times during normal business
hours. The Sub-Advisor shall promptly notify and forward to both Investment Manager and the Trust any legal process
served upon it on behalf of the Investment Manager or the Trust. The Sub-Advisor shall promptly notify the Investment
Manager of any changes in any information required to be disclosed in the Trust's Registration Statement relating to the
Sub-Advisor or the Sub-Advisor's activities in connection with the investment program for the Portfolio. Notwithstanding
the foregoing, the Sub-Advisor is not required to provide proprietary information to the Investment Manager not otherwise
required for the Sub-Advisor to perform its responsibilities pursuant to this Agreement; nor is the Sub-Advisor
responsible for Portfolio accounting or required to generate information derived from Portfolio accounting data.
7. Compensation of the Sub-Advisor. The amount of the compensation to the Sub-Advisor is computed at an annual
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rate. The fee is payable monthly in arrears, based on the average daily net assets of the Portfolio for each month, at
the annual rates shown below.
For all services rendered, the Investment Manager will calculate and pay the Sub-Advisor at the annual rate of:
..65 of 1% of the portion of the average daily net assets of the Portfolio not in excess of $100 million; plus .60 of 1%
of the portion of the net assets over $100 million but not in excess of $500 million; and .50 of 1% of the portion of the
net assets over $500 million.
In computing the fee to be paid to the Sub-Advisor, the net asset value of the Portfolio shall be valued as set
forth in the then current registration statement of the Trust. If this agreement is terminated, the payment shall be
prorated to the date of termination.
Investment Manager and Sub-Advisor shall not be considered as partners or participants in a joint venture.
Sub-Advisor will pay its own expenses for the services to be provided pursuant to this Agreement and will not be
obligated to pay any expenses of Investment Manager or the Trust. Except as otherwise provided herein, Investment
Manager and the Trust will not be obligated to pay any expenses of Sub-Advisor. Any reimbursement of management fees
required by any expense limitation provision or in connection with any liability arising out of its violation of Section
36(b) of the ICA shall be the sole responsibility of the Investment Manager.
8. Confidential Treatment. It is understood that any information or recommendation supplied by the Sub-Advisor 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. It
is also understood that any information supplied to Sub-Advisor in connection with the performance of its obligations
hereunder, particularly, but not limited to, any list of securities which, on a temporary basis, may not be bought or
sold for the Portfolio, is to be regarded as confidential and for use only by the Sub-Advisor in connection with its
obligation to provide investment advice and other services to the Portfolio.
9. Representations of the Parties. Each party to this Agreement hereby acknowledges that (a) it is registered as an
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investment advisor under the Advisers Act, that it will use its reasonable best efforts to maintain such registration,
and that 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; (b) it has been duly incorporated and is validly existing and
in good standing as a corporation under the laws of its state of incorporation; (c) it has all requisite corporate power
and authority under the laws of its state of incorporation and federal securities laws to execute, deliver and to perform
its obligations under this Agreement; (d) all necessary corporate proceedings have been duly taken by it to authorize the
execution, delivery and performance of this Agreement; and (e) the shares of the Trust have been duly registered with the
Securities and Exchange Commission to the extent required by applicable law. The Sub-Advisor further represents that it
has adopted a written Code of Ethics in compliance with Rule 17j-1(b) of the ICA. The Sub-Advisor 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-Advisor.
The Investment Manager acknowledges and agrees that the Sub-Advisor makes no representation or warranty, express
or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio
will perform comparably with any standard or index, including other clients of the Sub-Advisor, whether public or private.
10. Liability. The Sub-Advisor shall use its best efforts and good faith in the performance of its services
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hereunder. However, so long as the Sub-Advisor has acted in good faith and has used its best efforts, then in the
absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations hereunder, it shall
not be liable to the Trust or its shareholders or to the Investment Manager for any act or omission resulting in any loss
suffered in any portfolio of the Trust 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 of limitation of any rights which the Trust or Investment Manager may have under applicable law.
The Investment Manager agrees that the Sub-Advisor shall not be liable for any failure to recommend the purchase
or sale of any security on behalf of the Portfolio on the basis of any information which might, in Sub-Advisor's opinion,
constitute a violation of any federal or state laws, rules or regulations.
11. Other Activities of the Sub-Advisor. Investment Manager agrees that the Sub-Advisor and any of its partners or
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employees, and persons affiliated with it or with any such partner or employee may render investment management or
advisory services to other investors and institutions, and such investors and institutions may own, purchase or sell,
securities or other interests in property the same as or similar to those which are selected for purchase, holding or
sale for the Portfolio, and the Sub-Advisor shall be in all respects free to take action with respect to investments in
securities or other interests in property 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 portfolios
of the Trust or accounts for other investors or institutions will be made on a basis that is equitable to all portfolios
of the Trust and other accounts. Nothing in this agreement shall impose upon the Sub-Advisor any obligation to purchase
or sell or recommend for purchase or sale, for the Portfolio any security which it, its partners, affiliates or employees
may purchase or sell for the Sub-Advisor or such partner's, affiliate's or employee's own accounts or for the account of
any other client, advisory or otherwise.
12. Continuance and Termination. This Agreement shall remain in full force and effect for one year from the date
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hereof, and is renewable annually thereafter by specific approval of the Board of Trustees of the Trust or by vote of a
majority of the outstanding voting securities of the Portfolio. Any such renewal shall be approved by 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
Sub-Advisor upon 60 days written notice, and will automatically terminate in the event of its assignment by either party
to this Agreement, as defined in the ICA, or (provided Sub-Advisor has received prior written notice thereof) upon
termination of the Investment Manager's Management Agreement with the Trust.
13. Notification. Sub-Advisor will notify the Investment Manager within a reasonable time of any change in the
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personnel of the Sub-Advisor with responsibility for making investment decisions in relation to the Portfolio or who have
been authorized to give instructions to a Custodian of the Trust.
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 address for such party.
Investment Manager: American Skandia Investment Services, Incorporated
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Attention: ▇▇▇▇ ▇▇▇▇▇
Senior Vice President & Chief Operating Officer
Sub-Advisor: Janus Capital Management LLC
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Attention: General Counsel
14. Indemnification. The Sub-Advisor agrees to indemnify and hold harmless Investment Manager, any affiliated person
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within the meaning of Section 2(a)(3) of the ICA ("affiliated person") of Investment Manager and each person, if any who,
within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"), controls ("controlling person")
Investment Manager, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal
and other expenses), to which Investment Manager or such affiliated person or controlling person may become subject under
the 1933 Act, the ICA, the Advisers Act, under any other statute, at common law or otherwise, arising out of
Sub-Advisor's responsibilities as portfolio manager of the Portfolio (1) to the extent of and as a result of the willful
misconduct, bad faith, or gross negligence by Sub-Advisor, any of Sub-Advisor's employees or representatives or any
affiliate of or any person acting on behalf of Sub-Advisor, or (2) as a result of any untrue statement or alleged untrue
statement of a material fact contained in a prospectus or statement of additional information covering the Portfolio or
the Trust or 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 written information furnished to Investment Manager, the Trust or any
affiliated person of the Investment Manager or the Trust by the Sub-Advisor or upon verbal information confirmed by the
Sub-Advisor in writing or (3) to the extent of, and as a result of, the failure of the Sub-Advisor to execute, or cause
to be executed, Portfolio transactions according to the standards and requirements of the ICA; provided, however, that in
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no case is Sub-Advisor's indemnity in favor of Investment Manager or any affiliated person or controlling person of
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 Sub-Advisor, any affiliated person of Sub-Advisor
and each controlling person of Sub-Advisor, if any, against any and all losses, claims, damages, liabilities or
litigation (including reasonable legal and other expenses), to which Sub-Advisor or such affiliated person or controlling
person may become subject under the 1933 Act, the ICA, the Advisers Act, under any other statute, at common law or
otherwise, arising out of 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 Investment Manager, any of Investment
Manager's employees or representatives or any affiliate of or any person acting on behalf of Investment Manager, or (2)
as a result of any untrue statement or alleged untrue statement of a material fact contained in a prospectus or statement
of additional information covering the Portfolio or the Trust or 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 by the Trust other than in reliance upon
written information furnished by Sub-Advisor, or any affiliated person of the Sub-Advisor or other than upon verbal
information confirmed by the Sub-Advisor in writing; provided, however, that in no case is Investment Manager's indemnity
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in favor of Sub-Advisor or any affiliated person or controlling person of Sub-Advisor 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.
15. Warranty. The Investment Manager represents and warrants that (i) the appointment of the Sub-Advisor by the
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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.
The Sub-Advisor represents and warrants that it is authorized to perform the services contemplated to be
performed hereunder.
16. Governing Law. This Agreement is made under, and shall be governed by and construed in accordance with, the laws
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of the State of Connecticut.
The effective date of this Agreement is April 3, 2002.
FOR THE INVESTMENT MANAGER: FOR THE SUB-ADVISOR:
______________________________ Name:______________________________
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Senior Vice President & Chief Operating Officer Title:________________________________
Date: Date:
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Attest: Attest:
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