TRANSFER AGENCY SERVICES AGREEMENT TERMS AND CONDITIONS
This Agreement is made as of May 1, 1992 by and between PROVIDENT
FINANCIAL PROCESSING CORPORATION, a Delaware corporation ("PFPC"), and THE
AMERICAN SKANDIA TRUST, a Massachusetts business trust ("Fund").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"). The Fund wishes to
retain PFPC to provide transfer agency services, and PFPC wishes to furnish such
services.
In consideration of the promises and mutual covenants herein contained,
the parties agree as follows:
1. Definitions.
(a) "Authorized Person." The term "Authorized Person" shall
mean any officer of the Fund and any other person, who is duly authorized by the
Fund's Governing Board, to give Oral and Written Instructions on behalf of the
Fund. Such persons are listed in the Certificate attached hereto as the
Authorized Persons Appendix.
(b) "CFTC." The term "CFTC" shall mean the Commodities Futures
Trading Commission. (c) "Governing Board." The term "Governing
Board" shall mean the Fund's Board of
Directors if the Fund is a corporation or the Fund's Board of Trustees if the
Fund is a trust, or, where duly authorized, a competent committee thereof.
(d) "Oral lnstructions." The term "Oral Instructions" shall
mean oral instructions received by PFPC from an Authorized Person or from a
person reasonably believed by PFPC to be an Authorized Person.
(e) "SEC." The term "SEC" shall mean the Securities and
Exchange Commission. (f) "Securities and Commodities Laws."
The term "Securities and Commodities Laws" shall
mean the "1933 Act," the Securities Act of 1933, as amended, the "1934 Act," the
Securities Exchange Act of 1934, as amended, the 1940 Act, and the "CEA," the
Commodities Exchange Act, as amended.
(g) "Shares." The term "Shares" shall mean the shares of stock
of any series or class of the Fund, or, where appropriate, units of beneficial
interest in a trust where the Fund is organized as a Trust.
(h) "Written Instructions." The term "Written Instructions"
shall mean written instructions signed by two Authorized Persons and received by
PFPC. The instructions may be delivered by hand, mail, tested telegram, cable,
telex or facsimile sending device.
2. Appointment. The Fund hereby appoints PFPC to provide transfer
agency services to the Fund, in accordance with the terms set forth in this
Agreement, PFPC accepts such appointment and agrees to furnish such services.
3. Delivery of Documents. The Fund has provided or, where applicable,
will provide PFPC with the following:
(a) Certified or authenticated copies of the
resolutions of the Fund's Governing Board,
approving the appointment of PFPC or its
affiliates to provide services;
(b) A copy of the Fund's most recent effective
registration statement;
(c) A copy of the Fund's advisory agreement or
agreements;
(d) A copy of the Fund's distribution agreement or
agreements;
(e) A copy of the Fund's administration
agreement if PFPC is not providing the Fund
with such services;
(f) Copies of any shareholder servicing agreements
made in respect of the Fund; and
(g) Certified or authenticated copies of any and
all amendments or supplements to the
foregoing.
4. Compliance with Government Rules and Regulations. PFPC undertakes to
comply with all applicable requirements of the 1933 Act, the 1934 Act, the 1940
Act, and the CEA, and any laws, rules and regulations of governmental
authorities having jurisdiction with respect to all duties to be performed by
PFPC hereunder. Except as specifically set forth herein, PFPC assumes no
responsibility for such compliance by the Fund.
5. Instructions. Unless otherwise provided in this Agreement, PFPC
shall act only upon Oral and Written Instructions.
PFPC shall be entitled to rely upon any Oral and Written
Instruction it receives from an Authorized Person (or from a person reasonably
believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC
may assume that any Oral or Written Instruction received hereunder is not in any
way inconsistent with the provisions of organizational documents or this
Agreement or of any vote, resolution or proceeding of the Fund' s Governing
Board or of the Fund's shareholders.
The Fund agrees to forward to PFPC Written Instructions
confirming Oral Instructions so that PFPC receives the Written Instructions by
the close of business on the same day that such Oral Instructions are received.
The fact that such confirming Written Instructions are not received by PFPC
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions. The Fund further agrees that
PFPC shall incur no liability to the Fund in acting upon Oral or Written
Instructions provided such instructions reasonably appear to have be received
from an Authorized Person.
6. Right to Receive Advice.
(a) Advice of the Fund. If PFPC is in doubt as to any action
is should or should not take, PFPC may request directions or advice, including
Oral or Written Instructions, from the Fund.
(b) Advice of Counsel. If PFPC shall be in doubt as to any
question of law pertaining to any action it should or should not take, PFPC may
request advice at its own cost from such counsel of its own choosing (who may be
counsel for the Fund, the Fund's advisor or PFPC, at the option of PFPC).
(c) Conflicting Advice. In the event of a conflict between
directions, advice or Oral or Written Instructions PFPC receives from the Fund,
and the advice it receives from counsel, PFPC shall be entitled to rely upon and
follow the advice of counsel.
(d) Protection of PFPC. PFPC shall be protected in any action
it takes or does not take in reliance upon directions, advice or Oral or Written
Instructions it receives from the Fund or from counsel and which PFPC believes,
in good faith, to be consistent with those directions, advice or Oral or Written
Instructions.
Nothing in this paragraph shall be construed so as to impose an
obligation upon PFPC (i) to seek such directions, advice or Oral or Written
Instructions, or (ii) to act in accordance with such directions, advice or Oral
or Written Instructions unless, under the terms of other provisions of this
Agreement, the same is a condition of PFPC's properly taking or not taking such
action.
7. Records. The books and records pertaining to the Fund, which are in
the possession of PFPC, shall be the property of the Fund. Such books and
records shall be prepared and maintained as required by the 1940 Act and other
applicable securities laws, rules and regulations. The Fund, or the Fund's
Authorized Persons, shall have access to such books and records at all times
during PFPC's normal business hours. Upon the reasonable request of the Fund,
copies of any such books and records shall be provided by PFPC to the Fund or to
an Authorized Person of the Fund, at the Fund's expense.
8. Confidentiality. PFPC agrees to keep confidential all records of the
Fund and information relative to the Fund and its shareholders (past, present
and potential), unless the release of such records or information is otherwise
consented to, in writing, by the Fund. The Fund agrees that such consent shall
not be unreasonably withheld. The Fund further agrees that, should PFPC be
required to provide such information or records to duly constituted authorities
(who may institute civil or criminal contempt proceedings for failure to
comply), PFPC shall not be required to seek the Fund's consent prior to
disclosing such information.
9. Cooperation with Accountants. PFPC shall cooperate with the Fund's
independent public accountants and shall take all reasonable actions in the
performance of its obligations under this Agreement to ensure that the necessary
information is made available to such accountants for the expression of their
opinion, as required by the Fund.
10. Disaster Recovery. PFPC shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provision for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the event of equipment failures,
PFPC shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions but shall have no liability with respect thereto.
is required by the Fund.
11. Compensation. As compensation for services rendered by PFPC during
the term of this Agreement, the Fund will pay to PFPC a fee or fees as may be
agreed to from time to time in writing by the Fund and PFPC.
12. Indemnification. The Fund agrees to indemnify and hold harmless
PFPC and its nominees from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, liabilities arising under the 1933
Act, the 1934 Act, the 1940 Act, the CEA, and any state and foreign securities
and blue sky laws, and amendments thereto), and expenses, including (without
limitation) attorneys' fees and disbursements, arising directly or indirectly
from any action which PFPC takes or does not take (i) at the request or on the
direction of or in reliance on the advice of the Fund or (ii) upon Oral or
Written Instructions. Neither PFPC, nor any of its nominees, shall be
indemnified against any liability to the Fund or to its shareholders (or any
expenses incident to such liability) arising out of PFPC's own willful
misfeasance, bad faith, gross negligence or reckless disregard of its duties and
obligations under this Agreement.
13. Responsibility of PFPC. PFPC shall be under no duty to take any
action on behalf of the Fund except as specifically set forth herein or as may
be specifically agreed to by PFPC, in writing. PFPC shall be obligated to
exercise care and diligence in the performance of its duties hereunder, to act
in good faith and to use its best efforts, within reasonable limits, in
performing services provided for under this Agreement. PFPC shall be responsible
for failure to perform its duties under this Agreement arising out of PFPC's
willful misfeasance, bad faith, gross negligence or reckless disregard of such
duties.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, PFPC, in connection with its duties under this
Agreement, shall not be under any duty or obligation to inquire into and shall
not be liable for (a) the validity or invalidity or authority or lack thereof of
any Oral or Written Instruction, notice or other instrument which conforms to
the applicable requirements of this Agreement, and which PFPC reasonably
believes to be genuine; or (b) delays or errors or loss of data occurring by
reason of circumstances beyond PFPC's control, including acts of civil or
military authority, national emergencies, labor difficulties, fire, flood or
catastrophe, acts of God, insurrection, war, riots or failure of the mails,
transportation, communication or power supply.
Notwithstanding anything in this Agreement to the contrary, PFPC shall
have no liability to the Fund for any consequential, special or indirect losses
or damages which the Fund may incur or suffer by or as a consequence of PFPC's
performance of the services provided hereunder, whether or not the likelihood of
such losses or damages was known by PFPC.
14. Description of Services.
(a) Services Provided on an Ongoing Basis by PFPC to the Fund.
(i) Calculate 12b-1 payments;
(ii) Maintain proper shareholder registrations;
(iii) Review new applications with correspondence to
shareholders to complete or
correct information;
(iv) Direct payment processing of checks or wires;
(v) Prepare and certify stockholder lists in conjunction with proxy
solicitations;
(vi) Countersign securities;
(vii) Direct shareholder confirmation of activity;
(viii) Provide toll-free lines for direct shareholder
use, plus customer liaison
staff for on-line inquiry response;
(ix) Mail duplicate confirmations to broker-dealers of their clients'
activity, whether executed through the broker-dealer or directly with PFPC;
(x) Provide periodic shareholder lists and statistics to the clients;
(xi) Provide detail for underwriter/broker confirmations;
(xii) Periodic mailing of year-end tax and statement
information;
(xiii) Timely notification of investment advisor,
accounting agent, and custodian of
fund activity; and
(xiv) Perform other participating broker-dealer
shareholder services as may be
agreed upon from time to time.
(b) Services Provided by PFPC Under Oral or Written instructions of the
Fund.
(i) Accept and post daily Fund purchases and redemptions;
(ii) Accept, post and perform shareholder transfers and exchanges;
(iii) Pay dividends and other distributions;
(iv) Solicit and tabulate proxies; and
(v) Issue and cancel certificates (when requested in writing
by the shareholder).
(c) Purchase of Shares.
PFPC shall issue and credit an account of an investor, in the manner
described in the Fund's prospectus, once it receives:
(i) A purchase order;
(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such
order to the Fund's custodian.
(d) Redemption of Shares. PFPC shall redeem a Fund's shares only if
that function is properly authorized by the certificate of incorporation or
resolution of the Fund's Governing Board. Shares shall be redeemed in accordance
with the provisions of the Fund's prospectus and each shareholder's individual
directions pursuant to the prospectus. Shares shall be redeemed when the
shareholder tenders his or her shares and directs the method of redemption
pursuant to provisions of the prospectus. If securities are received in proper
form, shares shall be redeemed before the funds are provided to PFPC. When the
Fund provides PFPC with funds and if redemption proceeds are not wired then all
redemption checks shall be drawn to the record-holder unless:
(i) Surrendered certificate is drawn to the order of an assignee or holder
and transfer authorization is signed by record-holder; or
(ii) Transfer authorizations are signed by the record-holder
when shares are held in book-entry form:
When a shareholder's broker-dealer notifies PFPC of a redemption, and the Fund
provides PFPC with funds, PFPC shall prepare and send all redemption checks
drawn to the broker-dealer on behalf of the shareholder.
(e) Dividends and Distributions. PFPC must receive a resolution of the
Fund's Governing Board authorizing the declaration and payment of dividends and
distributions. Upon receipt of the resolution, PFPC shall issue the dividends
and distributions in shares, or, upon shareholder election, pay such dividends
and distributions in cash, if provided for in the prospectuses of the Fund. Such
issuance or payment shall be made after deduction and payment of the required
amount of funds to be withheld in accordance with any applicable tax laws or
other laws, rules or regulations. The Fund's shareholders shall receive tax
forms and other information, or permissible substitute notice, relating to
dividends and distributions, paid by the Fund as are required to be filed and
mailed by applicable law, rule or regulation.
PFPC shall maintain and file with the IRS and other appropriate taxing
authorities reports relating to all dividends above a stipulated amount paid by
the Fund to its shareholders as required by tax or other law, rule or
regulation.
(f) Shareholder Account Services.
(i) PFPC may arrange, in accordance with the prospectus, for issuance of
shares obtained through:
- Any pre-authorized check plan; and
- Direct purchases through broker wire orders, checks and applications.
(ii) PFPC may arrange, in accordance with the prospectus, for
a shareholders:
- Exchange of shares for shares of a Fund for which the Fund has exchange
privileges;
- Automatic redemption from an account where that shareholder participates
in a automatic redemption plan; and/or
- Redemption of shares from an account with a checkwriting privilege.
(g) Communications to Shareholders.
Upon timely written instructions, PFPC shall mail all communications by
the Fund to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of fund shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices;
(v) Proxy material; and
(vi) Tax form information.
PFPC will receive and tabulate the proxy cards for the meetings of the
Fund's shareholders.
(h) Records.
PFPC shall maintain records of the accounts for each shareholder
showing the following information:
(i) Name, address and United States Tax Identification or Social Security
number;
(ii) Number and class of shares held and number and class of
shares for which certificates, if any, have been issued, including certificate
numbers and denominations;
(iii) Historical information regarding the account of each
shareholder, including dividends and distributions paid and the date and price
for all transactions on a shareholder's account;
(iv) Any stop or restraining order placed against a
shareholder's account;
(v) Any correspondence relating to the current maintenance of a
shareholder's account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for the transfer agent
to perform any calculations contemplated or required by this Agreement.
(i) Lost or Stolen Certificates.
PFPC shall place a stop notice against any certificate reported to be
lost or stolen and comply with all applicable federal regulatory requirements
for reporting such loss or alleged misappropriation.
A new certificate shall be registered and issued upon:
(i) Shareholder's pledge of a lost instrument bond or such and
other appropriate indemnity bond issued by a surety company approved by PFPC;
and
(ii) Completion of a release and indemnification agreement
signed by the shareholder to protect PFPC and PFPC.
(j) Shareholder Inspection of Stock Records.
Upon requests from Fund shareholders to inspect stock records, PFPC
will notify the Fund and require instructions granting or denying each such
request.
Unless PFPC has acted contrary to the Fund's instructions, the Fund
agrees to release PFPC from any liability for refusal of permission for a
particular shareholder to inspect the Fund's shareholder records.
(k) Withdrawal of Shares and Cancellation of Certificates.
Upon receipt of Written Instructions, PFPC shall cancel outstanding
certificates surrendered by the Fund to reduce the total amount of outstanding
shares by the number of shares surrendered by the Fund.
15. Duration and Termination. This Agreement shall continue until
terminated by either party on sixty (60) days' prior written notice to the other
party.
16. Notices. All notices and other communications, including Written
Instructions, shall be in writing or by confirming telegram, cable, telex or
facsimile sending device. Notices shall be addressed (a) if to PFPC at PFPC's
address, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; (b) if to the Fund,
at the address of the Fund; or (c) if to neither of the foregoing, at such other
address as shall have been notified to the sender of any such notice or other
communication. If notice is sent by confirming telegram, cable, telex or
facsimile sending device, it shall be deemed to have been given immediately. If
notice is sent by first-class mail, it shall be deemed to have been given three
days after it has been mailed. If notice is sent by messenger, it shall be
deemed to have been given on the day it is delivered.
17. Amendments. This Agreement, or any term thereof, may be changed or
waived only by a written amendment, signed by the party against whom enforcement
of such change or waiver is sought.
18. Assignment. The Agreement shall automatically terminate upon its
assignment by PFPC, without the prior written consent of the Fund, provided,
however, that no such assignment shall release the PFPC from its obligations
under this Agreement.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
20. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
21. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that the parties
may embody in one or more separate documents their agreement, if any, with
respect to delegation, compensation and/or Oral Instructions.
The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or affect. This Agreement shall be deemed to
be a contract made in Delaware and governed by Delaware Law. 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 not be affected thereby.
This Agreement shall be binding and shall inure to the benefit of the parties
hereto and their respective successors.
The parties to this Agreement acknowledge and agree that all
liabilities arising, directly or indirectly, under this Agreement of any and
every nature whatsoever, including without limitation, liabilities arising in
connection with any agreement of the Fund set forth herein to indemnify any
party to this Agreement or any other person, shall be satisfied out of the
assets of the Fund and that no Trustee, officer or shareholder of the Fund shall
be personally liable for any of the foregoing liabilities. The Fund's
Declaration of Trust, as amended from time to time, is on file in the Office of
the Secretary of State of the Commonwealth of Massachusetts. Such Declaration of
Trust describes the limitations of liability of the Trustees and officers of the
Fund as required under the 1940 Act.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
PROVIDENT FINANCIAL
PROCESSING CORPORATION
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
THE AMERICAN SKANDIA TRUST
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Treasurer