AMERICAN SKANDIA TRUST
                                              SUB-ADVISORY AGREEMENT
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THIS AGREEMENT is between  American  Skandia  Investment  Services,  Incorporated  (the  "Investment  Manager") and
Deutsche Asset Management, Inc. (the "Sub-Adviser").

                                                W I T N E S S E T H
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WHEREAS,  American Skandia Trust (the "Trust") is a Massachusetts  business trust organized with one or more series
of shares and is registered  as an open-end  management  investment  company  under the  Investment  Company Act of
1940, as amended (the "ICA"); and

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

WHEREAS,  the Board of  Trustees  of the Trust (the  "Trustees")  have  engaged  the  Investment  Manager to act as
investment  manager for the AST DeAM Large-Cap Growth Portfolio (the  "Portfolio"),  one series of the Trust, under
the terms of a management agreement, dated May 1, 2002 with the Trust (the "Management Agreement"); and

WHEREAS,  the Investment Manager,  acting pursuant to the Management  Agreement,  wishes to engage the Sub-Adviser,
and the  Trustees  have  approved  the  engagement  of the  Sub-Adviser,  to  provide  investment  advice and other
investment services set forth below.

NOW, THEREFORE, the Investment Manager and the Sub-Adviser agree as follows:

1.       Investment  Services.  The Sub-Adviser  will formulate and implement a continuous  investment  program for
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the Portfolio  conforming to the investment  objective,  investment  policies and  restrictions of the Portfolio as
set forth in the  Prospectus  and Statement of Additional  Information  of the Trust as in effect from time to time
(together,  the  "Registration  Statement"),  the Agreement and Declaration of Trust and By-laws of the Trust,  and
any  investment  guidelines  or other  instructions  received by the  Sub-Adviser  in writing  from the  Investment
Manager from time to time.  Any  amendments to the foregoing  documents  will not be deemed  effective with respect
to the  Sub-Adviser  until the  Sub-Adviser's  receipt  thereof.  The  appropriate  officers  and  employees of the
Sub-Adviser  will be available to consult with the Investment  Manager,  the Trust and Trustees at reasonable times
and upon reasonable notice concerning the business of the Trust,  including  valuations of securities which are not
registered for public sale, not traded on any  securities  market or otherwise may be deemed  illiquid for purposes
of the  ICA;  provided  it is  understood  that  the  Sub-Adviser  is not  responsible  for  daily  pricing  of the
Portfolio's assets.

         Subject  to the  supervision  and  control  of the  Investment  Manager,  which in turn is  subject to the
supervision  and control of the Trustees,  the  Sub-Adviser  in its  discretion  will  determine  which issuers and
securities  will  be  purchased,  held,  sold  or  exchanged  by the  Portfolio  or  otherwise  represented  in the
Portfolio's  investment  portfolio  from  time to time  and,  subject  to the  provisions  of  paragraph  3 of this
Agreement,  will place orders with and give  instructions to brokers,  dealers and others for all such transactions
and cause such  transactions  to be executed.  Custody of the Portfolio will be maintained by a custodian bank (the
"Custodian")  and the  Investment  Manager  will  authorize  the  Custodian  to honor  orders and  instructions  by
employees of the  Sub-Adviser  designated by the  Sub-Adviser to settle  transactions  in respect of the Portfolio.
No  assets  may be  withdrawn  from the  Portfolio  other  than for  settlement  of  transactions  on behalf of the
Portfolio  except  upon the  written  authorization  of  appropriate  officers  of the Trust  who  shall  have been
certified as such by proper authorities of the Trust prior to the withdrawal.

         The  Sub-Adviser  will not be responsible for the provision of  administrative,  bookkeeping or accounting
services to the Portfolio  except as specifically  provided  herein,  as required by the ICA or the Advisers Act or
as may be necessary for the  Sub-Adviser  to supply to the  Investment  Manager,  the Portfolio or the  Portfolio's
shareholders  the  information  required to be  provided  by the  Sub-Adviser  hereunder.  Any  records  maintained
hereunder shall be the property of the Portfolio and surrendered promptly upon request.

         In  furnishing  the  services  under this  Agreement,  the  Sub-Adviser  will comply with and use its best
efforts to enable the  Portfolio to conform to the  requirements  of: (i) the ICA and the  regulations  promulgated
thereunder;  (ii)  Subchapters L and M (including,  respectively,  Section 817(h) and Sections  851(b)(1),  (2) and
(3)) of the Internal Revenue Code and the regulations  promulgated  thereunder;  (iii) other applicable  provisions
of state or federal law;  (iv) the Agreement and  Declaration  of Trust and By-laws of the Trust;  (v) policies and
determinations  of the  Trust  and the  Investment  Manager  provided  to the  Sub-Adviser  in  writing;  (vi)  the
fundamental and  non-fundamental  investment policies and restrictions  applicable to the Portfolio,  as set out in
the Registration  Statement in effect,  or as such investment  policies and  restrictions  from time to time may be
amended by the Portfolio's  shareholders or the Trustees and communicated to the Sub-Adviser in writing;  (vii) the
Registration  Statement;  and (viii)  investment  guidelines  or other  instructions  received in writing  from the
Investment  Manager.  Notwithstanding  the  foregoing,  the  Sub-Adviser  shall have no  responsibility  to monitor
compliance with  limitations or restrictions for which  information  from the Investment  Manager or its authorized
agents is required to enable the  Sub-Adviser to monitor  compliance with such  limitations or restrictions  unless
such  information  is provided to the  Sub-adviser  in writing.  The  Sub-Adviser  shall  supervise and monitor the
activities  of its  representatives,  personnel  and  agents  in  connection  with the  investment  program  of the
Portfolio.

         Nothing in this  Agreement  shall be implied  to  prevent  the  Investment  Manager  from  engaging  other
sub-advisers  to provide  investment  advice and other  services to the Portfolio or to series or portfolios of the
Trust for which the  Sub-Adviser  does not  provide  such  services,  or to prevent  the  Investment  Manager  from
providing such services itself in relation to the Portfolio or such other series or portfolios.

         The  Sub-Adviser  shall be  responsible  for the  preparation  and  filing  of  Schedule  13G and Form 13F
reflecting the Portfolio's  securities  holdings.  The Sub-Adviser  shall not be responsible for the preparation or
filing of any other  reports  required  of the  Portfolio  by any  governmental  or  regulatory  agency,  except as
expressly agreed to in writing.

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

3.       Execution of Portfolio  Transactions.  In connection  with the investment and  reinvestment  of the assets
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of the Portfolio,  the Sub-Adviser is responsible for the selection of  broker-dealers to execute purchase and sale
transactions for the Portfolio in conformity with the policy  regarding  brokerage as set forth in the Registration
Statement,  or as the Trustees may determine from time to time, as well as the negotiation of brokerage  commission
rates  with  such  executing  broker-dealers.   Generally,  the  Sub-Adviser's  primary  consideration  in  placing
Portfolio  investment  transactions  with  broker-dealers  for  execution  will  be to  obtain,  and  maintain  the
availability of, best execution at the best available price.

         Consistent with this policy,  the  Sub-Adviser,  in selecting  broker-dealers  and  negotiating  brokerage
commission  rates,  will take all relevant  factors  into  consideration,  including,  but not limited to: the best
price  available;  the  reliability,  integrity  and  financial  condition  of the  broker-dealer;  the size of and
difficulty  in  executing  the  order;  and the value of the  expected  contribution  of the  broker-dealer  to the
investment  performance  of the Portfolio on a continuing  basis.  Subject to such  policies and  procedures as the
Trustees may determine,  the Sub-Adviser shall have discretion to effect investment  transactions for the Portfolio
through broker-dealers  (including,  to the extent permissible under applicable law, broker-dealers affiliated with
the  Sub-Adviser)  qualified to obtain best execution of such  transactions  who provide  brokerage and/or research
services,  as such  services are defined in section 28(e) of the  Securities  Exchange Act of 1934, as amended (the
"1934 Act"),  and to cause the Portfolio to pay any such  broker-dealers  an amount of  commission  for effecting a
portfolio  investment  transaction in excess of the amount of commission another  broker-dealer  would have charged
for  effecting  that  transaction,  if the  Sub-Adviser  determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage or research  services provided by such  broker-dealer,  viewed
in terms of either that  particular  investment  transaction or the  Sub-Adviser's  overall  responsibilities  with
respect to the Portfolio and other accounts as to which the Sub-Adviser  exercises  investment  discretion (as such
term is defined in section  3(a)(35) of the 1934 Act).  Allocation  of orders placed by the  Sub-Adviser  on behalf
of the  Portfolio  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 Portfolio,  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 Portfolio's  investment  transactions.
Notwithstanding  the above,  nothing shall require the Sub-Adviser to use a broker-dealer  which provides  research
services or to use a particular broker-dealer which the Investment Manager has recommended.

4.       Reports by the Sub-Adviser.  The Sub-Adviser shall furnish the Investment  Manager monthly,  quarterly and
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annual  reports,   as  may  reasonably  be  requested  by  the  Investment  Manager  concerning  the  transactions,
performance,  and  compliance of the Portfolio so that the  Investment  Manager may review such matters and discuss
the management of the Portfolio.  The  Sub-Adviser  shall permit the books and records  maintained  with respect to
the Portfolio to be inspected and audited by the Trust, the Investment  Manager or their  respective  agents at all
reasonable times during normal business hours upon reasonable  notice.  The Sub-Adviser  shall  immediately  notify
both the  Investment  Manager and the Trust of any legal process  served upon it in connection  with its activities
hereunder,  including any legal process  served upon it on behalf of the Investment  Manager,  the Portfolio or the
Trust.  The  Sub-Adviser  shall  promptly  notify  the  Investment  Manager of (1) any  changes in any  information
regarding the  Sub-Adviser  or the  investment  program for the  Portfolio  required to be disclosed in the Trust'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
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annual rate.  The fee shall be payable  monthly in arrears,  based on the average daily net assets of the Portfolio
for each month, at the annual rate set forth in Exhibit A to this Agreement.

         In computing the fee to be paid to the  Sub-Adviser,  the net asset value of the Portfolio shall be valued
as set forth in the Registration  Statement.  If this Agreement is terminated,  the payment  described herein shall
be prorated to the date of termination.

         The  Investment  Manager and the  Sub-Adviser  shall not be  considered as partners or  participants  in a
joint  venture.  The  Sub-Adviser  will pay its own  expenses  for the  services  to be  provided  pursuant to this
Agreement  and will not be obligated to pay any expenses of the  Investment  Manager,  the  Portfolio or the Trust.
Except as otherwise  specifically  provided herein, the Investment Manager, the Portfolio and the Trust will not be
obligated to pay any expenses of the Sub-Adviser.

6.       Delivery of Documents to the  Sub-Adviser.  The  Investment  Manager has  furnished the  Sub-Adviser  with
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true, correct and complete copies of each of the following documents:

         (a)      The Agreement and Declaration of Trust of the Trust, as in effect on the date hereof;

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

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

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

         (e)      The Management Agreement;

         (f)      The Code of Ethics of the Trust and of the Investment  Manager,  as in effect on the date hereof;
                  and

         (g)      A list of companies the securities of which are not to be bought or sold for the Portfolio.

         The Investment  Manager will furnish the Sub-Adviser from time to time with copies,  properly certified or
otherwise  authenticated,  of all  amendments  of or  supplements  to the  foregoing,  if any.  Such  amendments or
supplements  as to items (a) through (f) above will be provided  within 30 days of the time such  materials  become
available to the  Investment  Manager.  Such  amendments or  supplements  as to item (g) above will be provided not
later than the end of the business day next following the date such  amendments or supplements  become known to the
Investment  Manager.  Any amendments or  supplements to the foregoing will not be deemed  effective with respect to
the  Sub-Adviser  until the  Sub-Adviser's  receipt  thereof.  The Investment  Manager will provide such additional
information as the Sub-Adviser may reasonably request in connection with the performance of its duties hereunder.

7.       Delivery of Documents to the Investment  Manager.  The  Sub-Adviser  has furnished the Investment  Manager
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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 balance sheet;

         (c)      Separate lists of persons who the  Sub-Adviser  wishes to have  authorized to give written and/or
                  oral instructions to Custodians of Trust assets for the Portfolio; and

         (d)      The Code of Ethics of the Sub-Adviser, as in effect on the date hereof.

         The Sub-Adviser will furnish the Investment  Manager from time to time with copies,  properly certified or
otherwise  authenticated,  of all  amendments  of or  supplements  to the  foregoing,  if any.  Such  amendments or
supplements will be provided within 30 days of the time such materials  become  available to the  Sub-Adviser.  Any
amendments or  supplements to the foregoing  will not be deemed  effective  with respect to the Investment  Manager
until the  Investment  Manager's  receipt  thereof.  The  Sub-Adviser  will provide  additional  information as the
Investment  Manager may reasonably  request in connection  with the  Sub-Adviser's  performance of its duties under
this Agreement.

8.       Confidential  Treatment.  The parties hereto  understand that any information or  recommendation  supplied
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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 Trust or such persons the  Investment  Manager may
designate in connection  with the  Portfolio.  The parties also  understand  that any  information  supplied to the
Sub-Adviser in connection  with the  performance of its obligations  hereunder,  particularly,  but not limited to,
any list of securities  which may not be bought or sold for the Portfolio,  is to be regarded as  confidential  and
for use only by the Sub-Adviser in connection with its obligation to provide  investment  advice and other services
to the Portfolio.

9.       Representations  of the Parties.  Each party hereto hereby  further  represents  and warrants to the other
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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 Trust's governing documents and other applicable law.

10.      Liability.  In the absence of willful  misfeasance,  bad faith, gross negligence or reckless disregard for
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its  obligations  hereunder,  the  Sub-Adviser  shall not be liable to the Trust,  the Portfolio,  the  Portfolio's
shareholders  or the Investment  Manager for any act or omission  resulting in any loss suffered by the Trust,  the
Portfolio,  the Portfolio's  shareholders  or the Investment  Manager in connection with any service to be provided
herein.  The Federal laws impose  responsibilities  under certain  circumstances  on persons who act in good faith,
and  therefore,  nothing  herein shall in any way  constitute a waiver or limitation of any rights which the Trust,
the Portfolio or the Investment Manager may have under applicable law.

11.      Other  Activities of the  Sub-Adviser.  The Investment  Manager agrees that the Sub-Adviser and any of its
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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  Portfolio.  The
Investment  Manager further  acknowledges  that the  Sub-Adviser  shall be in all respects free to take action with
respect  to  investments  in  securities  or other  interests  in  property  that are the same as,  similar  to, or
different  from  those  selected  for  purchase,  holding  or  sale  for  the  Portfolio.  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 (i) to purchase or sell, or recommend for purchase or
sale, for the Portfolio any security which the Sub-Adviser,  its partners,  affiliates or employees may purchase or
sell for the  Sub-Adviser  or such  partner's,  affiliate's  or  employee's  own accounts or for the account of any
other  client of the  Sub-Adviser,  advisory  or  otherwise,  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
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date hereof,  and is renewable  annually  thereafter by specific  approval of the Trustees or by vote of a majority
of the  outstanding  voting  securities  of the  Portfolio.  Any such  renewal  shall be  approved by the vote of a
majority of the Trustees who are not  interested  persons under the ICA, cast in person at a meeting called for the
purpose  of  voting  on  such  renewal.  This  Agreement  may be  terminated  without  penalty  at any  time by the
Investment Manager or the Sub-Adviser upon 60 days written notice,  and will  automatically  terminate in the event
of (i) its  "assignment"  by either party to this  Agreement,  as such term is defined in the ICA,  subject to such
exemptions as may be granted by the Securities and Exchange  Commission by rule,  regulation or order, or (ii) upon
termination of the Management Agreement, provided the Sub-Adviser has received prior written notice thereof.

13.      Notification.  The Sub-Adviser  will notify the Investment  Manager within a reasonable time of any change
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in the  personnel  of the  Sub-Adviser  with  responsibility  for making  investment  decisions  in relation to the
Portfolio (the  "Portfolio  Manager(s)") or who have been  authorized to give  instructions  to the Custodian.  The
Sub-Adviser  shall be  responsible  for  reasonable  out-of-pocket  costs and expenses  incurred by the  Investment
Manager,  the  Portfolio  or the  Trust to amend or  supplement  the  Trust's  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
                           One Corporate Drive
                           Shelton, Connecticut  06484
                           Attention:  John Birch
                           Senior Vice President & Chief Operating Officer

Sub-Adviser:               Deutsche Asset Management, Inc.
                           280 Park Avenue
                           Mail Stop NYC030610
                           New York, New York  10017
                           Attention: Brian Bader

Trust:                     American Skandia Trust
                           One Corporate Drive
                           Shelton, Connecticut 06484
                           Attention: Edward P. Macdonald, Esq.

14.      Indemnification.  The  Sub-Adviser  agrees to indemnify  and hold  harmless the  Investment  Manager,  any
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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 Portfolio,  the Trust or any affiliated  person of the Investment  Manager,  the Portfolio or the Trust or upon
verbal  information  confirmed  by the  Sub-Adviser  in  writing,  or (3) to the extent of, and as a result of, the
failure of the Sub-Adviser to execute,  or cause to be executed,  portfolio  investment  transactions  according to
the requirements of the ICA;  provided,  however,  that in no case is the  Sub-Adviser's  indemnity in favor of the
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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 Portfolio (1) to the extent of and as a
result of the willful misconduct,  bad faith, or gross negligence by the Investment Manager,  any of the Investment
Manager's  employees  or  representatives  or any  affiliate  of or any person  acting on behalf of the  Investment
Manager,  or (2) as a result of any untrue  statement or alleged  untrue  statement of a material fact contained in
the Registration  Statement,  including any amendment thereof or any supplement thereto, or the omission or alleged
omission  to state  therein a material  fact  required  to be stated  therein or  necessary  to make the  statement
therein not  misleading,  if such a statement  or omission was made other than in reliance  upon and in  conformity
with written  information  furnished by the Sub-Adviser,  or any affiliated person of the Sub-Adviser or other than
upon verbal  information  confirmed  by the  Sub-Adviser  in  writing;  provided,  however,  that in no case is the
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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, 2002.

FOR THE INVESTMENT MANAGER:                                   FOR THE SUB-ADVISER:



___________________________________                           _____________________________________________
John Birch
Senior Vice President & Chief Operating Officer


Date:    ____________________________                                  Date:    ____________________________


Attest:  ____________________________                                  Attest:  ____________________________







                                              American Skandia Trust
                                        AST DeAM Large-Cap Growth Portfolio
                                              Sub-advisory Agreement

                                                     EXHIBIT A
                                                     ---------


An annual rate equal to the  following  percentages  of the combined  average daily net assets of the Portfolio and
the series of American  Skandia  Advisor  Funds,  Inc.  that is managed by the  Sub-advisor  and  identified by the
Sub-advisor  and the  Investment  Manager as being  similar to the  Portfolio:  .20% of the portion of the combined
average  daily net assets not in excess of $500  million;  plus .15% of the  portion  over $500  million but not in
excess of $1 billion; plus .10% of the portion in excess of $1 billion.