AMERICAN SKANDIA ADVISOR FUNDS, INC.
                                                  SUB-ADVISORY AGREEMENT
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THIS  AGREEMENT  is between  American  Skandia  Investment  Services,  Incorporated  and  Prudential  Investments  LLC (the
"Investment Manager") and Alliance Capital Management L.P.  (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  Alliance  Growth  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
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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 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 its best efforts to
enable the Fund to conform to the  requirements  of the  following as provided  (except in the case of clauses (i), (ii) or
(iii)) to the  Sub-Adviser:  (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.  In the event  that the  Investment  Manager  engages  another
sub-adviser to provide  investment  advice and/or other services to the Fund, the Investment  Manager agrees to provide the
Sub-Adviser with written notice of such engagement.  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, to the extent  applicable,  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.

         In performing its obligations  under this Agreement,  the Sub-Adviser may rely upon the accuracy and  completeness
of information  provided to it by or on behalf of the Investment  Manager or the Fund's  Custodian or  Administrator if the
Sub-Adviser cannot readily verify such information from records that it can reasonably keep as Sub-adviser.

         The  Sub-Adviser  shall be responsible for the preparation and filing of Schedule 13G and Form 13-F reflecting the
Fund's  securities  holdings.  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 to in writing.

2.       Investment  Advisory  Facilities.  The  Sub-Adviser,  at  its  expense,  will  furnish  all  necessary  investment
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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,
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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 overall  responsibilities of the Sub-Adviser and its affiliates 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).  In  reaching  such  determination,  the  Sub-Adviser  will not be required to place or
attempt to place a specific  dollar value on the brokerage  and/or  research  services  provided or being  provided by such
broker.  Allocation  of orders  placed by the  Sub-Adviser  on behalf of the Fund to such  broker-dealers  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 of the
Fund and of other funds managed by the  Sub-Adviser or its  affiliates,  or may consider or follow  recommendations  of the
Investment  Manager that take such sales into account,  as factors 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
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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 for the Fund  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  Registration  Statement,  or (2) any  violation  of any  requirement,  provision,  policy or  restriction  that the
Sub-Adviser is required to comply with under paragraph 1 of this Agreement.

5.       Compensation  of the  Sub-Adviser.  The amount of the  compensation  to the  Sub-Adviser  is computed at an annual
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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 to it 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,
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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;

         (g)      The Company's registration statement; and

         (h)      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  (g) above  will be  provided  reasonably  promptly  after such  materials  become  available  to the
Investment  Manager.  Such  amendments or  supplements  as to item (h) 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,
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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 audited 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.  Material  amendments  or
supplements to the foregoing,  if any, 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 writing 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
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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 that the  Investment  Manger  provides  to the
Sub-Adviser  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)
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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 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 Company's
governing documents and other applicable law.

10.      Liability.  In the absence of willful  misfeasance,  bad faith,  gross  negligence  or reckless  disregard for its
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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 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 officers
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or employees,  and persons  affiliated  with the  Sub-Adviser or with any such officer 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  practicable,  such  opportunities
will be allocated  among the  Sub-Advisor'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  (i) to purchase or sell, or recommend for purchase or sale,
for the Fund any security  which the  Sub-Adviser,  its  officers,  affiliates  or  employees  may purchase or sell for the
Sub-Adviser  or such  officer'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(h) of this Agreement.

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  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,  pursuant to its  requirements.  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 any
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change in its general partners or 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  or action 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:               Alliance Capital Management, L.P.
                           1345 Avenue of the Americas
                           New York, NY 10105
                           Attention: Mark R. Manley
                           Senior Vice President and Counsel

                           Copies to:

                           Al Harrison
                           Richard Winge
                           1345 Avenue of the Americas
                           New York, NY 10105

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
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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 ICA; provided,
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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 Sub-Advisor  shall
not be liable to the  Investment  Manager or the Fund for any losses that may be sustained as a result of (1)  instructions
provided by the  Sub-Advisor  to the  Investment  Manager or the Fund's  Custodian or  Administrator  if the  recipient had
reason to believe that such  instruction  was not genuine or authorized,  or (2) delays in or the inaccuracy of information
that the Sub-Advisor cannot reasonably verify as provided in paragraph 1 of 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, except to the extent governed by the federal securities laws.

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:
                                                                       By: Alliance Capital Management Corporation,
                                                                                its General Partner



___________________________________                           ___________________________________
Robert F. Gunia
Executive Vice President

Date:    ____________________________                                  Date:    ____________________________


Attest:  ____________________________                                  Attest:  ____________________________






                                           American Skandia Advisor Funds, Inc.
                                                 ASAF Alliance Growth Fund
                                                  Sub-Advisory Agreement

                                                         EXHIBIT A
                                                         ---------


         An annual rate equal to .40% of the combined average daily net assets of the Fund and the series of American
Skandia Trust that is managed by the Sub-Adviser and identified by the Sub-adviser and the Investment Manager as being
similar to the Fund.