AMERICAN SKANDIA ADVISOR FUNDS, INC.
                                                       SUB-ADVISORY AGREEMENT
                                                       ----------------------


THIS AGREEMENT is between  American  Skandia  Investment  Services,  Incorporated  and Prudential  Investments LLC (the  "Investment
Manager") and GAMCO Investors, Inc.  (the "Sub-Adviser").

                                                        W I T N E S S E T H
                                                        - - - - - - - - - -

WHEREAS,  American  Skandia  Advisor  Funds,  Inc. (the  "Company") is a Maryland  corporation  organized with one or more series of
shares and is registered as an open-end  management  investment  company under the  Investment  Company Act of 1940, as amended (the
"ICA"); and

WHEREAS,  the Investment Manager and the Sub-Adviser each is an investment  adviser registered under the Investment  Advisers Act of
1940, as amended (the "Advisers Act"); and

WHEREAS,  the Board of Directors of the Company (the "Directors") have engaged the Investment  Manager to act as investment  manager
for the ASAF Gabelli All-Cap Value Fund (the "Fund"), one series of the Company,  under the terms of a management  agreement,  dated
May 1, 2003, with the Company (the "Management Agreement"); and

WHEREAS, the Investment Manager,  acting pursuant to the Management Agreement,  wishes to engage the Sub-Adviser,  and the Directors
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  Fund
         --------------------
conforming  to the  investment  objective,  investment  policies and  restrictions  of the Fund as set forth in the  Prospectus  and
Statement of Additional  Information of the Company as in effect from time to time (together,  the  "Registration  Statement"),  the
Articles  of  Incorporation  and  By-laws of the  Company,  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 Company and the Directors at reasonable times and
upon  reasonable  notice  concerning the business of the Company,  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 Fund's assets.

         Subject to the supervision and control of the Investment  Manager,  which in turn is subject to the supervision and control
of the Directors,  the Sub-Adviser in its discretion  will determine  which issuers and securities will be purchased,  held, sold or
exchanged by the Fund or otherwise  represented in the Fund'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 Fund 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 Fund. No assets may be withdrawn from the Fund
other than for settlement of transactions  on behalf of the Fund except upon the written  authorization  of appropriate  officers of
the Company who shall have been certified as such by proper authorities of the Company prior to the withdrawal.

         The Sub-Adviser  will not be responsible  for the provision of  administrative,  bookkeeping or accounting  services to the
Fund 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 Fund or the  Fund's  shareholders  the  information  required  to be  provided  by the
Sub-Adviser hereunder.  Any records maintained hereunder shall be the property of the Fund and surrendered promptly upon request.

         In furnishing the services under this  Agreement,  the  Sub-Adviser  will comply with and use reasonable  efforts to enable
the Fund 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  Articles of  Incorporation  and By-laws of the  Company;  (v) policies  and  determinations  of the Company and the  Investment
Manager  provided to the Sub-Adviser in writing;  (vi) the  fundamental and  non-fundamental  investment  policies and  restrictions
applicable  to the Fund,  as set out in the  Registration  Statement of the Company in effect,  or as such  investment  policies and
restrictions  from time to time may be amended by the Fund's  shareholders  or the Directors 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 Fund.

         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 Fund or to series or  portfolios  of the Company  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 Fund or such
other series or  portfolios.  The  Sub-Advisor  and the  Investment  Manager  understand  and agree that if the  Investment  Manager
manages the Fund in a  "manager-of-managers"  style, the Investment Manager will, among other things,  (i) continually  evaluate the
performance  of the  Sub-Advisor  through  quantitative  and  qualitative  analysis and  consultations  with the  Sub-Advisor,  (ii)
periodically  make  recommendations  to the  Company's  Board as to whether the  contract  with one or more  sub-advisors  should be
renewed,  modified or terminated,  and (iii) periodically  report to the Company's Board regarding the results of its evaluation and
monitoring functions.  The Sub-Advisor recognizes that its services may be terminated or modified pursuant to this process.

         The  Sub-Advisor  acknowledges  that the Investment  Manager and the Company intend to rely on Rules 17a-10 and 10f-3 under
the ICA, and the  Sub-Advisor  hereby  agrees that it shall not consult with any other  Sub-Advisor  to the Fund or the Company with
respect to transactions in securities for the Fund's  portfolio or any other  transactions of Fund assets.  The Sub-Advisor  further
acknowledges  that it shall not consult with any other  sub-advisor  of the Fund that is a principal  underwriter  or an  affiliated
person of a principal  underwriter with respect to transactions in securities for the Fund's portfolio or any other  transactions of
Fund assets, and that its investment  advisory  responsibilities as set forth in this Agreement are limited to such discrete portion
of the Fund's portfolio as determined by the Investment Manager.

         The Sub-Adviser  shall be responsible for the preparation and filing of any required  Schedule 13G or Schedule 13D and Form
13-F with respect to securities  held by the Fund. The  Sub-Adviser  shall not be responsible  for the  preparation or filing of any
other reports required of the Fund by any governmental or regulatory agency, except as expressly agreed in writing.

2.       Investment  Advisory  Facilities.  The  Sub-Adviser,  at its expense,  will furnish all  necessary  investment  facilities,
         --------------------------------
including salaries of personnel, required for it to execute its duties hereunder.

3.       Execution  of Fund  Transactions.  In  connection  with the  investment  and  reinvestment  of the assets of the Fund,  the
         --------------------------------
Sub-Adviser  is  responsible  for the  selection  of  broker-dealers  to  execute  purchase  and sale  transactions  for the Fund in
conformity with the policy regarding  brokerage as set forth in the Registration  Statement,  or as the Directors 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 Fund 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 Fund on a continuing  basis.  Subject to such
policies and procedures as the Directors may determine,  the  Sub-Adviser  shall have discretion to effect  investment  transactions
for the Fund 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 Fund
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 Fund 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  sales of shares in the Fund
and  recommendations  by the Investment  Manager in the selection of broker-dealers  to effect the Fund'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,
         --------------------------
as may reasonably be requested by the Investment  Manager  concerning the transactions,  performance,  and compliance of the Fund so
that the  Investment  Manager may review such  matters and discuss the  management  of the Fund.  The  Sub-Adviser  shall permit the
books and records  maintained with respect to the Fund to be inspected and audited by the Company,  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  Company  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 Fund or the  Company.  The
Sub-Adviser  shall promptly  notify the Investment  Manager of (1) any changes in any  information  regarding the Sub-Adviser or the
investment  program for the Fund  disclosed in the  Company's  Registration  Statement,  or (2) any  violation  of any  requirement,
provision, policy or restriction that the Sub-advisor is required to comply with under Section 1 of this Agreement.

5.       Compensation  of the  Sub-Adviser.  The amount of the  compensation  to the  Sub-Adviser is computed at an annual rate. The
         ---------------------------------
fee shall be payable  monthly in arrears,  based on the average daily net assets of the Fund 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 Fund 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 Fund or the Company.  Except as otherwise  specifically  provided herein, the Investment
Manager, the Fund and the Company 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 copies of each of the following documents:

         (a)      The Articles of Incorporation of the Company, as in effect on the date hereof;

         (b)      The By-laws of the Company, as in effect on the date hereof;

         (c)      The resolutions of the Directors  approving the engagement of the Sub-Adviser as portfolio manager of the Fund and
                  approving the form of this Agreement;

         (d)      The resolutions of the Directors  selecting the Investment Manager as investment manager to the Fund and approving
                  the form of the Management Agreement;

         (e)      The Management Agreement;

         (f)      The Code of Ethics of the Company 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 Fund.

         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 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 year-end 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 Company assets for the Fund; 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  connection  with the  performance  of its  obligations  hereunder  is to be  regarded  as  confidential  and for use only by the
Investment  Manager,  the Company or such persons the  Investment  Manager may  designate in connection  with the Fund.  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 Fund,  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 Fund.

9.       Representations  of the Parties.  Each party hereto hereby  further  represents  and warrants to the other that:  (i) it is
         -------------------------------
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 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 Company's  governing documents
and other applicable law.

         The  Sub-Adviser  represents,  and the Investment  Manager  hereby  agrees,  that the word "Gabelli" is the property of the
Sub-Adviser  for copyright and other  purposes.  The  Investment  Manager  further agrees that the word "Gabelli" in the name of the
Fund is  derived  from the name of Mario J.  Gabelli  and such name may  freely  be used by the  Sub-Adviser  for  other  investment
companies,  entities or products.  The  Investment  Manager  further agrees that, in the event that the  Sub-Adviser  shall cease to
provide  sub-advisory  services to the Fund under this Agreement or any successor  agreement,  the Investment  Manager shall use its
best  efforts to cause the  Company  to change the name of the Fund to one that does not  include  the word  "Gabelli."  Sub-Adviser
acknowledges  and agrees that it will not use any designation  comprised in whole or in part of the names  "American  Skandia Trust"
or "American  Skandia  Investment  Services,  Incorporated"  on its own behalf,  or in relation to any investment  company for which
Sub-Adviser  or its  successors  and any subsidiary or affiliate  thereof acts as investment  adviser,  without the express  written
permission  of the  Company  and  the  Investment  Manager,  respectively,  except  that  Sub-Adviser  may  state  that it acts as a
sub-adviser to the Company and the Investment Manager.

10.      Liability.  In the absence of willful  misfeasance,  bad faith,  gross negligence or reckless disregard for its obligations
         ---------
hereunder,  the Sub-Adviser shall not be liable to the Company,  the Fund, the Fund's shareholders or the Investment Manager for any
act or omission  resulting in any loss suffered by the Company,  the Fund,  the Fund'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 Company, the Fund 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,  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 Fund. 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 Fund. The Investment  Manager  understands that the Sub-Adviser
shall not favor or disfavor any of the Sub-Adviser's clients or class of clients in the allocation of investment  opportunities,  so
that to the extent practical,  such opportunities will be allocated among the Sub-Adviser's  clients over a period of time on a fair
and equitable  basis.  Nothing in this Agreement  shall impose upon the Sub-Adviser any obligation to purchase or sell, or recommend
for purchase or sale, for the Fund any security which the  Sub-Adviser,  its partners,  affiliates or employees may purchase or sell
for the  Sub-Adviser  or such  partner's,  affiliate's  or  employee's  own  accounts or for the account of any other  client of the
Sub-Adviser,  advisory or  otherwise,  or (ii) to abstain  from the purchase or sale of any  security  for the  Sub-Adviser's  other
clients,  advisory or otherwise,  which the  Investment  Manager has placed on the list provided  pursuant to paragraph 6(g) of this
Agreement.

12.      Continuance and  Termination.  This Agreement shall remain in full force and effect for one year from the date hereof,  and
         ----------------------------
is  renewable  annually  thereafter  by  specific  approval of the  Directors  or by vote of a majority  of the  outstanding  voting
securities  of the Fund.  Any such  renewal  shall be  approved by the vote of a majority of the  Directors  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 Sub-Adviser with responsibility for making investment  decisions in relation to the Fund (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 Fund or the Company to amend or supplement the Company'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 the result of a request by the Investment
Manager or is due to other 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
                           Gateway Center Three
                           100 Mulberry Street
                           Newark, NJ 07102
                           Attention:  Robert F. Gunia
                           Executive Vice President

Sub-Adviser:               GAMCO Investors, Inc.
                           One Corporate Center
                           Rye, New York 10580-1434
                           Attention:  Douglas R. Jamieson

Company:          American Skandia Advisor Funds, Inc.
                           One Corporate Drive
                           Shelton, Connecticut 06484
                           Attention: Law Department

14.      Indemnification.  The  Sub-Adviser  agrees to indemnify and hold harmless the Investment  Manager,  any  affiliated  person
         ---------------
within the meaning of Section  2(a)(3) of the ICA  ("affiliated  person") of the  Investment  Manager and each  person,  if any who,
within the meaning of Section 15 of the 1933 Act,  controls  ("controlling  person")  the  Investment  Manager,  against any and all
losses,  claims,  damages,  liabilities  or litigation  (including  reasonable  legal and other  expenses),  to which the Investment
Manager or such affiliated  person or controlling  person of the Investment  Manager may become subject under the 1933 Act, the ICA,
the Advisers Act,  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 Fund, the Company or any  affiliated  person of the  Investment  Manager,  the Fund or the Company 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 federal
securities  laws;  provided,  however,  that in no case is the  Sub-Adviser's  indemnity in favor of the  Investment  Manager or any
                   --------   -------
affiliated person or controlling  person of the Investment  Manager deemed to protect such person against any liability to which any
such person would  otherwise be subject by reason of willful  misconduct,  bad faith or gross  negligence in the  performance of its
duties or by reason of its reckless disregard of its obligations and duties under this Agreement.

         The Investment  Manager agrees to indemnify and hold harmless the  Sub-Adviser,  any affiliated  person of the  Sub-Adviser
and each controlling  person of the  Sub-Adviser,  if any, against any and all losses,  claims,  damages,  liabilities or litigation
(including  reasonable legal and other expenses),  to which the Sub-Adviser or such affiliated  person or controlling  person of the
Sub-Adviser may become subject under the 1933 Act, the ICA, the Advisers Act, 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 Fund (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  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,  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 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 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 illegal or made invalid by court  decision,  statute,  rule or otherwise,  such  illegality or invalidity  will not affect the
validity or enforceability of the remainder of this Agreement.





The effective date of this agreement is May 1, 2003.

FOR THE INVESTMENT MANAGER:                                   FOR THE SUB-ADVISER:



___________________________________                           ___________________________________
Robert F.
Executive Vice President


Date:    ____________________________                                  Date:    ____________________________


Attest:  ____________________________                                  Attest:  ____________________________




                                                American Skandia Advisor Funds, Inc.
                                                  ASAF Gabelli All-Cap Value Fund
                                                       Sub-Advisory Agreement

                                                             EXHIBIT A
                                                             ---------




         An annual rate equal to the following percentages of the combined average daily net assets of the Fund and the series of
American Skandia Trust that is managed by the Sub-Advisor and identified by the Sub-advisor and the Investment Manager as being
similar to the Fund: .50% of the portion of the combined average daily net assets not in excess of $500 million; plus .40% of the
portion in excess of $500 million.