AMERICAN SKANDIA TRUST
                                                  SUB-ADVISORY AGREEMENT
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THIS AGREEMENT is between American Skandia Investment Services,  Incorporated (the "Investment  Manager") and Goldman Sachs
Asset Management  (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 Goldman Sachs Mid-Cap Growth Portfolio (the  "Portfolio"),  one series of the Trust, under the terms of
a management agreement, dated November 11, 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 and prudent  investment  program
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for 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, any investment guidelines
and procedures adopted by the Trustees,  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
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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  will in its discretion and subject to its fiduciary  obligation  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,  place
orders with and give  instructions to brokers,  dealers and others for all such transactions and cause such transactions to
be executed.  At any time, upon request by the Investment  Manager,  the Sub-Adviser will provide to the Investment Manager
a complete  list of the  current  holdings  of the  Portfolio.  The  Sub-Adviser  may  delegate  certain of its  investment
advisory  and other  responsibilities  and duties  hereunder  to one or more  sub-sub-advisers;  subject  to: (i) the prior
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written  approval  of the  Investment  Manager,  (ii)  the  execution  of a  written  sub-advisory  agreement  between  the
Sub-Adviser  and its  delegate,  and (iii) the  approval of such  agreement  by the  Trustees;  provided  however  that the
Sub-Adviser  may rely upon any of its advisory  affiliates in connection  with portfolio  decisions and management  without
the approvals  described in this paragraph.  Under the terms of such sub-advisory  agreement,  the Sub-Adviser shall remain
responsible  for ensuring that the  investment  program of the Portfolio is  maintained.  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 (or its designated  agent) will be responsible for voting proxies  solicited by or with respect to
the issuers of securities  in which assets of the  Portfolio may be invested.  In voting such proxies for the Portfolio the
Sub-Adviser  shall do so in a  manner  that is in the best  interests  of the  Portfolio  and that is  consistent  with the
Sub-Adviser's own written proxy voting guidelines or policies.

         In addition,  upon reasonable  request from the Investment  Manager the Sub-Adviser  (through a qualified  person)
will consult with the pricing  committee of the Investment  Manager or the Trust in valuing  securities of the Portfolio as
may be required from time to time,  including,  upon request to the Investment  Manager,  making  available  information of
which the Sub-Adviser has knowledge related to the securities being valued.

         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  Fund to  conform  to the  requirements  of:  (i) the ICA and  the  regulations  promulgated  thereunder;  (ii)
Subchapters L and M, to the extent  applicable,  (including,  respectively,  the  diversification  requirements  of Section
817(h) and the qualification  requirements for a Regulated  Investment  Company under 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  securities  law; (iv) the Agreement and  Declaration of Trust and By-laws of the Trust;  (v) policies,  procedures
and  determinations  of the Trust and the Investment  Manager  provided to the  Sub-Adviser in writing;  provided that with
respect to procedures  governing  transactions  involving  affiliates  (such as those adopted  pursuant to ICA Rules 17a-7,
17e-1 and  10f-3,  such  procedures  will  identify  any  affiliate  of the  Investment  Manager  and the Trust  other than
affiliates of the Sub-Adviser;  (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 including  procedures adopted by the Trustees,  or other instructions  received in writing from
the  Investment  Manager.  In  connection  with (ii)  above,  the  Sub-Adviser  shall:  (1) notify the  Investment  Manager
immediately  if it has a reasonable  belief of an impending  failure to comply with the  diversification  or  qualification
requirements,  and (2) in the event of any failure to comply with Section  817(h) of the  Internal  Revenue Code at the end
of any  calendar  quarter,  the  Sub-Adviser  will take all  necessary  steps as  directed  by the  Investment  Manager  to
adequately  diversify the  Portfolio  within the period under Treas.  Reg.  1.817-5.  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  Schedules  13D and 13G, and Form 13F
reflecting the Portfolio's  securities  holdings,  as well as preparing and filing with any non-U.S.  jurisdiction any such
similar  information  required  to  be  filed  by  the  Portfolio  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 of the
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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 Futures  Commissions  Merchants
("FCMs") and negotiating brokerage commission rates, will take all relevant factors into consideration,  including, but not
limited to: the best price  available;  the best method of execution  available,  including  the overall cost of execution;
the reliability,  integrity and financial  condition of the broker-dealer or financial  intermediary  used; 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  and  FCMs(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  as well as brokerage
and/or  research  services 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,  brokerage  services,  and research  services 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  or
others to whom such  allocations  have been made and from whom such  brokerage  and/or  research has been  received 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 that 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 Portfolio so that the Investment  Manager may review and evaluate 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 annual
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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 true,
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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;

(g)      A list of  companies  the  securities  of  which  are not to be  bought  or sold  for the  Portfolio  ("Restricted
              Securities"); and

(h)      Procedures adopted by the Trustees ("Board Adopted Procedures").

         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) and (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,
                  including the Sub-Adviser's most recent Form ADV Part II;

         (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 Trust assets for the Portfolio;

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

(e)      The Sub-Adviser's proxy voting policy or guidelines

         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
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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 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 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;  (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;  (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 and warrants to the  Investment  Manager that it believes to the best of its
knowledge  the  information  provided in items (a) and (b) of paragraph 7 are, in all material  respects,  complete and not
misleading.

         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,  negligence  or  disregard  for its  obligations
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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 partners
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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 date
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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  upon 60 days
written notice to the Sub-Adviser or by the  Sub-Adviser  upon 90 days written notice to the Investment  Manager,  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,  (ii) upon  termination  of the Management  Agreement,  provided the  Sub-Adviser  has received prior written notice
thereof,  or (iii)  upon the  filing of  bankruptcy  proceedings  by the  Sub-Adviser  or the  filing  of any  receivorship
proceedings against the Sub-Adviser.

13.      Notification.  The  Sub-Adviser  will notify the Investment  Manager within a reasonable time of any change in the
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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:  (i) 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.

         The Sub-Adviser will obtain the Investment  Manager's  written approval prior to naming the Portfolio in any legal
proceeding involving the Portfolio, its holdings, assets, liabilities, affairs, or reputation.

         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:               Goldman Sachs Asset Management
                           32 Old Slip - 17th Floor
                           1 Financial Square
                           New York, NY 10005
                           Attention: James A. McNamara and Howard B. Surloff

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

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, the Internal  Revenue Code,  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,  the  Registration  Statement  and  the  Board  Adopted  Procedures;  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, the
Internal Revenue Code,  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 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 November 11, 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 Goldman Sachs Mid-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
AST Goldman Sachs  Concentrated  Growth Portfolio and the following  series of American  Skandia Advisor Funds,  Inc., ASAF
Goldman Sachs Mid-Cap  Growth Fund and ASAF Goldman Sachs  Concentrated  Growth Fund,  that are managed by the  Sub-Advisor
and  identified  by the  Sub-advisor  and the  Investment  Manager as being similar to the Funds .28% of the portion of the
average  daily net assets of the Funds not in excess of $1  billion  plus .25% of the  portion  of the net  assets  over $1
billion.
.