American Skandia Master Trust
Xxx Xxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000-0000
Re: Foreign Custody Manager Delegation Amendment
Dear Sirs:
Reference is made to a Custody Agreement dated as of April 10, 1998,
(the "Agreement") by and between the Custodian and the Client for the
safekeeping of securities and cash received by the Custodian for the account of
the Client. Unless otherwise defined herein, terms defined in the Agreement are
used herein with their defined meanings.
1. In addition to the duties of the Custodian under the Agreement, with
respect to the Property in such jurisdictions as the Client and the Custodian
shall agree from time to time, the Client hereby delegates to the Custodian, and
the Custodian hereby accepts and assumes, the following duties of a "Foreign
Custody Manager" as permitted by Rule 17f-5 of the Investment Company of 1940
Act, as amended ("Rule 17f-5"):
a. selecting Eligible Foreign Custodians (as defined in Rule
17f-5) and placing and maintaining Property with such
Eligible Foreign Custodians;
b. entering into written contracts with such Eligible Foreign
Custodians or, in the case of a Securities Depository (as
defined in Rule 17f-5), entering into a contract or agreeing
to be bound by the rules or established procedures of such
depository, or some combination of the foregoing; and
c. establishing a system for and monitoring the appropriateness
of maintaining the Property with each Eligible Foreign
Custodian and the custody contracts or arrangements with
such Eligible Foreign Custodian.
The procedures the Custodian and the Client will use in performing the
activities under this Amendment are set forth in the Agreement and the Client
Services Guide. Notwithstanding anything to the contrary in this Amendment or
the Agreement, the Custodian shall not be responsible for the duties described
in a., b. and c. with respect to any Compulsory Securities Depository. A
"Compulsory Securities Depository" shall mean a securities depository or
clearing agency listed on Exhibit B to the Agreement, as such Exhibit may be
amended from time to time by the Custodian by written notice to the Client, or
upon Authorized Instructions.
2. Section 2 of the Agreement shall be removed and replaced with the
following:
"The Property may be held (i) in custody and deposit
accounts that have been established by the Custodian
with one or more domestic or foreign banks,
depositories, clearing agencies, or other
institutions as listed on Exhibit A, as such Exhibit
may be amended from time to time by the Custodian by
written notice to the Client (the "Subcustodians"),
(ii) through the facilities of one or more Compulsory
Securities Depositories, or (iii) upon Authorized
Instructions, through the facilities of any other
securities depository or clearing agency. Each of the
Subcustodians listed on Exhibit A and each of the
Compulsory Securities Depositories listed on Exhibit
B is an Eligible Foreign Custodian. The Custodian
shall hold Property through a Subcustodian only if
(a) neither such Subcustodian nor any of its
creditors may assert any right, charge, security
interest, lien, encumbrance or other claim of any
kind to the Property except a claim of payment for
their safe custody or administration or, in the case
of cash deposits, liens or rights in favor of
creditors of the Subcustodian arising under
bankruptcy, insolvency, or similar laws, and (b)
beneficial ownership of such Property may be freely
transferred without the payment of money or value
other than for safe custody or administration. Any
Subcustodian may hold Property in a securities
depository and may utilize a clearing agency."
3. In acting as a Foreign Custody Manager, the Custodian shall exercise
reasonable care, prudence and diligence such as a person having responsibility
for the safekeeping of fund assets would exercise.
4. The Custodian shall provide the Board of Directors of the Client
with written quarterly reports for use at the Client's quarterly Board of
Directors meetings regarding the placement of the Property with a particular
Eligible Foreign Custodian and any material changes to the arrangements with any
Eligible Foreign Custodian holding any Property.
5. In acting as a Foreign Custody Manager, the Custodian shall not
supervise, recommend or advise the Client relative to the investment, purchase,
sale, retention or disposition of any Property in any particular country,
including with respect to prevailing country risks.
6. (a) The Client represents that it (i) has the authority and power to
delegate to the Custodian the duties set forth herein and (ii) has taken all
requisite action (corporate or otherwise) to authorize the execution and
delivery of this Amendment.
(b) The Custodian represents that it (i) is a U.S. Bank (as
defined in Rule 17f-5) and (ii) has taken all requisite action (corporate or
otherwise) to authorize the execution and delivery of this Amendment.
7. Except as expressly amended hereby, all terms and provisions of the
Agreement are and shall continue to be in full force and effect. This Amendment
shall be construed in accordance with the applicable laws of the State of New
York. This Amendment may be executed by one or both of the parties hereto on any
number of separate counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instrument.
If the foregoing corresponds to your understanding of our agreement,
please indicate your acceptance by the signature of your authorized
representative below.
Yours truly,
XXXXXX XXXXXXX TRUST COMPANY
By:/s/X. Xxxxxxxx
Name:
Title:
Agreed and accepted:
AMERICAN SKANDIA MASTER TRUST
By: /s/ X. Xxx Svensson
Name: X. Xxx Svensson
Title: Treasurer
Date: April 10, 1998
