CUSTODIAN SERVICES AGREEMENT TERMS AND CONDITIONS
This Agreement is made as of May 1, 1992 by and between THE AMERICAN
SKANDIA TRUST, a Massachusetts business trust (the "Fund"), and Provident
National Bank, a national banking association ("Provident").
The Fund is registered as an open-end investment company under the
Investment Company Act of 1940 (the "1940" Act), as amended. The Fund wishes to
retain Provident to provide domestic custodian services, and Provident wishes to
furnish domestic custodian services, either directly or though an affiliate or
affiliates, as more fully described herein.
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 as such appendix may be amended in writing by the
Fund's Governing Board from time to time.
(b) "Book-Entry System." The term "Book-Entry System" means
Federal Reserve Treasury book-entry system for United States and federal agency
Securities, its successor or successors, and its nominee or nominees and any
book-entry system maintained by an exchange registered with the SEC under the
1934 Act.
(c) "CFTC." The term "CFTC" shall mean the Commodities Futures
Trading Commission.
(d) "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.
(e) "Oral Instructions." The term "Oral Instructions" shall
mean oral instructions received by Provident from an Authorized Person or from a
person reasonably believed by Provident to be an Authorized Person.
(f) "Property." The term "Property" shall mean:
(i) any and all domestic securities and other investment items which the
Fund may from time to time deposit, or cause to be deposited, with Provident or
which Provident may from time to time hold for the Fund;
(ii) all income in respect of any of such domestic securities or other
investment items;
(iii) all proceeds of the sale of any of such domestic securities or
investment items; and
(iv) all proceeds of the sale of domestic securities issued by the Fund,
which are received by Provident from time to time, from or on behalf of the
Fund.
(g) "Provident." The term "Provident" shall mean Provident
National Bank or a subsidiary or affiliate of Provident National Bank.
(h) "SEC." The term "SEC" shall mean the Securities and
Exchange Commission.
(i) "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, and
the "CEA," the Commodities Exchange Act, as amended.
(j) "Securities." The term "Securities" shall mean domestic
securities.
(k) "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.
(1) "Written Instructions." The term "Written Instructions"
shall mean written instructions signed by two Authorized Persons and received by
Provident. The instructions may be delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device.
2. Appointment. The Fund hereby appoints Provident to provide domestic
custodian services, and Provident accepts such appointment and agrees to furnish
such services.
3. Delivery of Documents. The Fund has provided or, where applicable,
will provide Provident with the following:
(a) certified or authenticated copies of the resolutions of the Fund's
Governing Board, approving the appointment of Provident 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 distribution agreement or agreements;
(e) a copy of the Fund's administration agreements if Provident 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.
Provident 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 Provident hereunder. Except as specifically set forth herein,
Provident assumes no responsibility for such compliance by the Fund.
5. Instructions. Unless otherwise provided in this Agreement, Provident
shall act only upon Oral and Written Instructions. Provident shall be entitled
to rely upon any Oral and Written Instructions it receives from an Authorized
Person (or from a person reasonably believed by Provident to be an Authorized
Person) pursuant to this Agreement. Provident may assume that any Oral or
Written Instructions received hereunder are not in any way inconsistent with the
provisions of organizational documents of the Fund 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 Provident Written Instructions confirming
Oral Instructions so that Provident 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 Provident
shall in no way invalidate the transactions or enforceability of the
transactions authorized by the Oral Instructions.
The Fund further agrees that Provident shall incur no liability to the
Fund in acting upon Oral or Written Instructions provided such instructions
reasonably appear to have been received from an Authorized Person.
6. Right to Receive Advice.
(a) Advice of the Fund. If Provident is in doubt as to any action it
should or should not take, Provident may request directions or advice, including
Oral or Written Instructions, from the Fund.
(b) Advice of Counsel. If Provident shall be in doubt as to any
questions of law pertaining to any action it should or should not take,
Provident 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 Provident, at
the option of Provident).
(c) Conflicting Advice. In the event of a conflict between directions,
advice or Oral or Written Instructions Provident receives from the Fund, and the
advice it receives from counsel, Provident shall be entitled to rely upon and
follow the advice of counsel.
(d) Protection of Provident. Provident 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 Provident
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 Provident (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 Provident's properly taking or not taking
such action.
7. Records. The books and records pertaining to the Fund, which are in
the possession of Provident, 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 representatives, shall have access to such books and records at all
times during Provident's normal business hours. Upon the reasonable request of
the Fund, copies of any such books and records shall be provided by Provident to
the Fund or to an authorized representative of the Fund, at the Fund's expense.
8. Confidentiality. Provident 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 further agrees that,
should Provident be required to provide such information or records to duly
constituted authorities (who may institute civil or criminal contempt
proceedings for failure to comply), Provident shall not be required to seek the
Fund's consent prior to disclosing such information; provided that Provident
gives the Fund prior written notice of the provision of such information and
records.
9. Cooperation with Accountants. Provident shall cooperate with the
Fund's independent public accountants and shall take all reasonable action 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. Provident 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,
Provident shall, at no additional expense to the Fund, take reasonable steps to
minimize service interruptions but shall have no liability with respect thereto.
11. Compensation. As compensation for custody services rendered by
Provident during the term of this Agreement, the Fund will pay to Provident a
fee or fees as may be agreed to in writing from time to time by the Fund and
Provident.
12. Indemnification. The Fund agrees to indemnify and hold harmless
Provident and its nominees from all taxes, charges, expenses, assessment, 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 Provident 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 Provident, 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 Provident's or its
nominees' own willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties and obligations under this Agreement or Provident's own
grossly negligent failure to perform its duties under this Agreement.
13. Responsibility Of Provident. Provident 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 Provident, in writing. Provident 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. Provident
shall be responsible for its own or its nominees' own willful misfeasance, bad
faith, gross negligence or reckless disregard of its duties and obligations
under this Agreement or Provident's own grossly negligent failure to perform its
duties under this Agreement.
Without limiting the generality of the foregoing or of any other
provision of this Agreement, Provident, 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 Provident reasonably
believes to be genuine; or (b) delays or errors or loss of data occurring by
reason of circumstances beyond Provident's control, including acts of civil or
military authority, national emergencies, 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, Provident
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
Provident's performance of the services provided hereunder, whether or not the
likelihood of such losses or damages was known by Provident.
14. Description of Services.
(a) Delivery of the Property. The Fund will deliver or arrange
for delivery to Provident, all the property it owns, including cash received as
a result of the distribution of its Shares, during the period that is set forth
in this Agreement. Provident will not be responsible for such property until
actual receipt.
(b) Receipt and Disbursement of Money. Provident, acting upon
Written Instructions, shall open and maintain separate account(s) in the Fund's
name using all cash received from or for the account of the Fund, subject to the
terms of this Agreement. In addition, upon Written Instructions, Provident shall
open separate custodial accounts for each separate series, portfolio or class of
the Fund and shall hold in such account(s) all cash received from or for the
accounts of the Fund specifically designated to each separate series, portfolio
or class.
Provident shall make cash payments from or for the account of the Fund
only for:
(i) purchases of Securities in the name of the Fund or Provident or
Provident's nominee as provided in sub-paragraph j and for which Provident has
received a copy of the broker's or dealer's confirmation or payee's invoice, as
appropriate;
(ii) purchase or redemption of Shares of the Fund delivered to Provident;
(iii) payment of, subject to Written Instructions, interest, taxes,
administration, accounting, distribution, advisory, management fees or similar
expenses which are to be borne by the Fund;
(iv) payment to, subject to receipt of Written Instructions, the Fund's
transfer agent, as agent for the shareholders, an amount equal to the amount of
dividends and distributions stated in the Written Instructions to be distributed
in cash by the transfer agent to shareholders, or, in lieu of paying the Fund's
transfer agent, Provident may arrange for the direct payment of cash dividends
and distributions to shareholders in accordance with procedures mutually agreed
upon from time to time by and among the Fund, Provident and the Fund's transfer
agent.
(v) payments, upon receipt Written Instructions in connection with the
conversion, exchange or surrender of Securities owned or subscribed to by the
Fund and held by or delivered to Provident;
(vi) payments of the amounts of dividends received with respect to
Securities sold short;
(vii) payments, if applicable, made to a sub-custodian pursuant to
provisions in sub-paragraph c of this Paragraph 14; and
(viii) payments, upon Written Instructions made for other proper Fund
purposes.
Provident is hereby authorized to endorse and collect all checks,
drafts or other orders for the payment of money received as custodian for the
account of the Fund.
(c) Receipt of Securities.
(i) Provident shall hold all securities received by it for the account of
the Fund in a separate account that physically segregates such securities from
those of any other persons, firms or corporations. All such securities shall be
held or disposed of only Written Instructions of the Fund pursuant to the terms
of this Agreement. Provident shall have no power or authority to assign,
hypothecate, pledge or otherwise dispose of any such securities or investment,
except upon the express terms of this Agreement and upon Written Instructions,
accompanied by a certified resolution of the Fund's Governing Board, authorizing
the transaction. In no case may any member of the Fund's Board of
Directors/Trustees, or any officer, employee or agent of the Fund withdraw any
securities.
At Provident's own expense and for it's own convenience, Provident may
enter into sub-custodian agreements with other United States banks or trust
companies to perform duties described in this sub-paragraph c. Such bank or
trust company shall have an aggregate capital, surplus and undivided profits,
according to its last published report, of at least one million dollars
($1,000,000), if it is a subsidiary or affiliate of Provident, or at least
twenty million dollars ($20,000,000) if such bank or trust company is not a
subsidiary or affiliate of Provident. In addition, such bank or trust company
must be qualified to act as custodian and agree to comply with the relevant
provisions of the 1940 Act and other applicable rules and regulations. Any such
arrangement will not be entered into without prior written notice to the Fund.
Provident shall remain responsible for the performance of all of its duties
as described in this Agreement and shall hold the Fund and the Money Market
Series harmless from its own acts or omissions, under the standards of care
provided for herein, or the acts and omissions of any sub-custodian chosen by
Provident under the terms of this sub-paragraph c.
(d) Transactions Requiring Instructions. Upon receipt of Oral or Written
Instructions and not otherwise, Provident, directly or through the use of the
Book-Entry System, shall:
(i) deliver any Securities held for the Fund against the receipt of payment
for the sale of such Securities;
(ii) execute and deliver to such persons as may be designated in such Oral
or Written Instructions, proxies, consents, authorizations, and any other
instruments whereby the authority of the Fund as owner of any Securities may be
exercised;
(iii) deliver any Securities to the issuer thereof, or its agent, when such
Securities are called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be delivered to
Provident;
(iv) deliver any Securities held for the Fund against receipt of other
Securities or cash issued or paid in connection with the liquidation,
reorganization, refinancing, tender offer, merger, consolidation or
recapitalization of any corporation, or the exercise of any conversion
privilege;
(v) deliver any Securities held for the Fund to any protective committee,
reorganization committee or other person in connection with the reorganization,
refinancing, merger, consolidation, recapitalization or sale of assets of any
corporation, and receive and hold under the terms of this Agreement such
certificates of deposit, interim receipts or other instruments or documents as
may be issued to it to evidence such delivery;
(vi) make such transfer or exchanges of the assets of the Fund and take
such other steps as shall be stated in said Oral or Written Instructions to be
for the purpose of effectuating a duly authorized plan of liquidation,
reorganization, merger, consolidation or recapitalization of the Fund;
(vii) release Securities belonging to the Fund to any bank or trust company
for the purpose of a pledge or hypothecation to secure any loan incurred by the
Fund; provided, however, that Securities shall be released only upon payment to
Provident of the monies borrowed, except that in cases where additional
collateral is required to secure a borrowing already made subject to proper
prior authorization, further Securities may be released for that purpose; and
repay such loan upon redelivery to it of the Securities pledged or hypothecated
therefor and upon surrender of the note or notes evidencing the loan;
(viii) release and deliver Securities owned by the Fund in connection with
any repurchase agreement entered into on behalf of the Fund, but only on receipt
of payment therefor; and pay out moneys of the Fund in connection with such
repurchase agreements, but only upon the delivery of the Securities;
(ix) release and deliver or exchange Securities owned by the Fund in
connection with any conversion of such Securities, pursuant to their terms, into
other Securities;
(x) release and deliver Securities owned by the fund for the purpose of
redeeming in kind shares of the Fund upon delivery thereof to Provident; and
(xi) release and deliver or exchange Securities owned by the Fund for other
corporate purposes.
Provident must also receive a certified resolution describing the nature of
the corporate purpose and the name and address of the person(s) to whom delivery
shall be made when such action is pursuant to sub-paragraph d above.
(e) Use of Book-Entry System. The Fund shall deliver to
Provident certified resolutions of the Fund's Governing Board approving,
authorizing and instructing Provident on a continuous and on-going basis, to
deposit in the Book-Entry System all Securities belonging to the Fund eligible
for deposit therein and to utilize the Book-Entry System to the extent possible
in connection with settlements of purchases and sales of Securities by the Fund,
and deliveries and returns of Securities loaned, subject to repurchase
agreements or used as collateral in connection with borrowings. Provident shall
continue to perform such duties until it receives Written or Oral Instructions
authorizing contrary actions(s).
To administer the Book-Entry System properly, the following provisions
shall apply:
(i) With respect to Securities of the Fund which are maintained in the
Book-Entry system, established pursuant to this sub-paragraph e hereof, the
records of Provident shall identify by Book-Entry or otherwise those securities
belonging to the Fund. Provident shall furnish the Fund a detailed statement of
the Property held for the Fund under this Agreement at least monthly and from
time to time and upon written request.
(ii) Securities and any cash of the Fund deposited in the Book-Entry System
will at all times be segregated from any assets and cash controlled by Provident
in other than a fiduciary or custodian capacity but may be commingled with other
assets held in such capacities. Provident and its sub-custodian, if any, will
pay out money only upon receipt of Securities and will deliver Securities only
upon the receipt of money.
(iii) All books and records maintained by Provident which relate to the
Fund's participation in the Book-Entry System will at all times during
Provident's regular business hours be open to the inspection of the Fund's duly
authorized employees or agents, and the Fund will be furnished with all
information in respect of the services rendered to it as it may require.
(iv) Provident will provide the Fund with copies of any report obtained by
Provident on the system of internal accounting control of the Book-Entry System
promptly after receipt of such a report by Provident.
Provident will also provide the Fund with such reports on its own
system of internal control as the Fund may reasonably request from time to time.
(f) Registration of Securities. All Securities held for the
Fund which are issued or issuable only in bearer form, except such Securities
held in the Book-Entry System, shall be held by Provident in bearer form; all
other Securities held for the Fund may be registered in the name of the Fund;
Provident; the Book-Entry System; a sub-custodian; or any duly appointed
nominee(s) of the Fund, Provident, Book-Entry system or sub-custodian. The Fund
reserves the right to instruct Provident as to the method of registration and
safekeeping of the Securities of the Fund. The Fund agrees to furnish to
Provident appropriate instruments to enable Provident to hold or deliver in
proper form for transfer, or to register its registered nominee or in the name
of the Book-Entry System, any Securities which it may hold for the account of
the Fund and which may from time to time be registered in the name of the Fund.
Provident shall hold all such Securities which are not held in the Book-Entry
System in a separate account for the Fund in the name of the Fund physically
segregated at all times from those of any other person or persons.
(g) Voting and Other Action. Neither Provident nor its nominee shall
vote any of the Securities held pursuant to this Agreement by or for the account
of the Fund, except in accordance with Written Instructions. Provident, directly
or through the use of the Book-Entry System, shall execute in blank and promptly
deliver all notice, proxies, and proxy soliciting materials to the registered
holder of such Securities. If the registered holder is not the Fund then Written
or Oral Instructions must designate the person(s) who owns such Securities.
(h) Transactions Not Requiring Instructions. In the absence of contrary
Written Instructions, Provident is authorized to take the following actions:
(i) Collection of Income and Other Payments.
(A) collect and receive for the account of the Fund, all income, dividends,
distributions, coupons, option premiums, other payments and similar items,
included or to be included in the Property, and, in edition, promptly advise the
Fund of such receipt and credit such income, as collected, to the Fund's
custodian account;
(B) endorse and deposit for collection, in the name of the Fund, checks,
drafts, or other orders for the payment of money;
(C) receive and hold for the account of the Fund all Securities received as
a distribution on the Fund's portfolio Securities as a result of a stock
dividend, share split-up or reorganization, recapitalization, readjustment or
other rearrangement or distribution of rights or similar Securities issued with
respect to any portfolio Securities belonging to the Fund held by Provident
hereunder;
(D) present for payment and collect the amount payable upon all Securities
which may mature or be called, redeemed, or retired, or otherwise become payable
on the date such Securities become payable; and
(E) take any action which may be necessary and proper in connection with
the collection and receipt of such income and other payments and the endorsement
for collection of checks, drafts, and other negotiable instruments.
(ii) Miscellaneous Transactions.
(A) Provident is authorized to deliver or cause to be delivered Property
against payment or other consideration or written receipt therefor in the
following cases:
(1) for examination by a broker or dealer selling for the account of the
Fund in accordance with street delivery custom;
(2) for the exchange of interim receipts or temporary Securities for
definitive Securities; and
(3) for transfer of Securities into the name of the Fund or Provident or
nominee of either, or for exchange of Securities for a different number of
bonds, certificates, or other evidence, representing the same aggregate face
amount or number of units bearing the same interest rate, maturity date and call
provisions, if any; provided that, in any such case, the new Securities are to
be delivered to Provident.
(B) Unless and until Provident receives Oral or Written
Instructions to the contrary, Provident shall:
(1) pay all income items held by it which call for payment upon
presentation and hold the cash received by it upon such payment for the account
of the Fund;
(2) collect interest and cash dividends received, with notice to the Fund,
to the account of the Fund;
(3) hold for the account of the Fund all stock dividends, rights and
similar Securities issued with respect to any Securities held by us; and
(4) execute as agent on behalf of the Fund all necessary ownership
certificates required by the Internal Revenue Code or the Income Tax Regulations
of the United States Treasury Department or under the laws of any State now or
hereafter in effect, inserting the Fund's name on such certificate as the owner
of the Securities covered thereby, to the extent it may lawfully do so.
(i) Segregated Accounts.
(i) Provident shall upon receipt of Written or Oral
Instructions establish and maintain a segregated accounts(s) on its records for
and on behalf of the Fund. Such account(s) may be used to transfer cash and
Securities, including Securities in the Book-Entry system:
(A) for the purposes of compliance by the Fund with the procedures required
by a Securities or option exchange, providing such procedures comply with the
1940 Act and any releases of the SEC relating to the maintenance of segregated
accounts by registered investment companies; and
(B) Upon receipt of Written Instructions, for other proper corporate
purposes.
(ii) Provident shall arrange for the establishment of XXX custodian
accounts for such shareholders holding shares through XXX accounts, in
accordance with the Prospectus, the Internal Revenue Code (including
regulations), and with such other procedures as are mutually agreed upon from
time to time by and among the Fund, Provident and the Fund's transfer agent.
(j) Purchases of Securities. Provident shall settle purchased Securities
upon receipt of Oral or Written Instructions from the fund or its investment
advisor(s) that specify:
(i) the name of the issuer and the title of the Securities, including CUSIP
number if applicable;
(ii) the number of shares or the principal amount purchased and accrued
interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase; and
(vi) the name of the person from whom or the broker through whom the
purchase was made. Provident shall upon receipt of Securities purchased by or
for the Fund pay out of the moneys held for the account of the Fund the total
amount payable to the person from whom or the broker through whom the purchase
was made, provided that the same conforms to the total amount payable as set
forth in such Oral or Written Instructions.
(k) Sales of Securities. Provident shall sell Securities upon receipt of
Oral Instructions from the Fund that specify:
(i) the name of the issuer and the title of the security, including CUSIP
number if applicable;
(ii) the number of shares or principal amount sold, and accrued interest,
if' any;
(iii) the date of trade, settlement and sale;
(iv) the sale price per unit;
(v) the total amount payable to the Fund upon such sale;
(vi) the name of the broker through whom or the person to whom the sale was
made; and
(vii) the location to which the security must be delivered and delivery
deadline, if any.
Provident shall deliver the Securities upon receipt of the total amount
payable to the Fund upon such sale, provided that the total amount payable is
the same as was set forth in the Oral or Written Instructions. Subject to the
foregoing, Provident may accept payment in such form as shall be satisfactory to
it, and may deliver Securities and arrange for payment in accordance with the
customs prevailing among dealers in Securities.
(1) Reports.
(i) Provident shall furnish the Fund the following reports:
(A) such periodic and special reports as the Fund may reasonably request;
(B) a monthly statement summarizing all transactions and entries for the
account of the Fund, listing the portfolio Securities belonging to the fund with
the adjusted average cost of each issue and the market value at the end of such
month, and stating the cash account of the Fund including disbursement;
(C) the reports to be furnished to the Fund pursuant to Rule 17f-4 (if
applicable); and
(D) such other information as may be agreed upon from time to time between
the Fund and Provident.
(ii) Provident shall transmit promptly to the Fund any proxy statement,
proxy material, notice of a call or conversion or similar communication received
by it as custodian of the Property. Provident shall be under no other obligation
to inform the Fund as to such actions or events.
(m) Collections. All collections of monies or other property, in respect,
or which are to become part of the Property (but not the safekeeping thereof
upon receipt by Provident) shall be at the sole risk of the Fund. If payment is
not received by Provident within a reasonable time after proper demands have
been made, Provident shall notify the Fund in writing, including copies of all
demand letters, any written responses, memoranda of all oral responses and to
telephonic demands thereto, and await instructions from the Fund. Provident
shall not be obliged to take legal action for collection unless and until
reasonably indemnified to its satisfaction. Provident shall also notify the Fund
as soon as reasonably practicable whenever income due on Securities is not
collected in due course.
15. Duration and Termination. The Agreement shall continue until
termination 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. Notice shall be addressed (a) if to Provident at
Provident's address, Airport Business Center, International Court 2, 000 Xxxxxxx
Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, marked for the attention of the
Custodian Services Department (or its successor) (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 five
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 hereof, 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 Provident, without the prior written consent of the Fund,
provided, however, that no such assignment shall release Provident from its
obligations under the 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 more separate documents their agreement, if any, with respect
to delegated 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 effect.
This Agreement shall be deemed to be a contract made in Pennsylvania
and governed by Pennsylvania 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 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 NATIONAL BANK
By: /s/Xxxx Xxxxxxxx
Xxxx Xxxxxxxx
Vice President
THE AMERICAN SKANDIA TRUST
By: /s/Xxxxxx X. Xxxxxxxxxx
Xxxxxx X. Xxxxxxxxxx
Treasurer
