SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
AMERICAN SKANDIA FUND SERVICES, INC.
AND
BOSTON FINANCIAL DATA SERVICES, INC.
TABLE OF CONTENTS
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Page
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1. Terms of Appointment and Duties 1
2. Third Party Administrators for Defined Contribution Plans 4
3. Fees and Expenses 5
4. Representations and Warranties of the Sub-Transfer Agent 6
5. Representations and Warranties of the Transfer Agent 6
6. Wire Transfer Operating Guidelines/Articles of the UCC 6
7. Data Access and Proprietary Information 8
8. Indemnification 10
9. Standard of Care 11
10. Year 2000 11
11. Confidentiality 11
12. Covenants of the Transfer Agent and the Sub-Transfer Agent 12
13. Termination of Agreement 13
14. Assignment and Third Party Beneficiaries 14
15. Subcontractors 14
16. Miscellaneous 15
SUB-TRANSFER AGENCY AND SERVICE AGREEMENT
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AGREEMENT made as of the 1st day of January, 2001, by and between AMERICAN SKANDIA FUND SERVICES, INC., a Delaware
corporation, having its principal office and place of business at Xxx Xxxxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxx 00000-0000
(the "Transfer Agent"), and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office
and place of business at Xxx Xxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Sub-Transfer Agent").
WHEREAS, the Transfer Agent has been assigned 000414 as its six-digit FINS number by the Depository Trust Company of New
York, NY ("DTC");
WHEREAS, the Transfer Agent registered with the Securities and Exchange Commission
("SEC"), its appropriate regulatory authority ("ARA") and has been assigned a six digit number
(generally beginning with an "84" or an "85") ARA number of 84-5851;
WHEREAS, the Transfer Agent has been appointed by each of the investment companies (including each series thereof) listed
on Schedule A (the "Fund(s)"), each an open-end diversified management investment company registered under the Investment
Company Act of 1940, as amended, as transfer agent, dividend disbursing agent and shareholder servicing agent in
connection with certain activities, and the Transfer Agent has accepted each such appointment;
WHEREAS, the Transfer Agent has entered into a Transfer Agency and Service Agreement with each of the Funds (including
each series thereof) listed on Schedule A pursuant to which the Transfer Agent is responsible for certain transfer agency
and dividend disbursing functions and the Transfer Agent is authorized to subcontract for the performance of its
obligations and duties thereunder in whole or in part with the Sub-Transfer Agent;
WHEREAS, the Transfer Agent is desirous of having the Sub-Transfer Agent perform certain shareholder accounting,
administrative and servicing functions (collectively "Shareholder and Record-Keeping Services"); and
WHEREAS, the Transfer Agent desires to appoint the Sub-Transfer Agent as its agent, and the Sub-Transfer Agent desires to
accept such appointment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. Terms of Appointment; Duties
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1.1 Sub-Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, the Transfer Agent
hereby employs and appoints the Sub-Transfer Agent to act as, and the Sub-Transfer Agent agrees to act as, the
agent of the Transfer Agent for the shares of the Funds generally and in connection with any accumulation,
open-account, retirement plans or similar plan provided to the shareholders of each Fund ("Shareholders") and set
out in the currently effective prospectus and statement of additional information ("prospectus") of each such
Fund, including without limitation any periodic investment plan or periodic withdrawal program. As used herein,
the term"Shares" means the authorized and issued shares of common stock, or shares of beneficial interest, as the
case may be, for each of the Funds (including each series thereof) enumerated in Schedule A. In accordance with
procedures established from time to time by agreement between the Transfer Agent and the Sub-Transfer Agent, the
Sub-Transfer Agent agrees that it will perform the following Shareholder and Record-Keeping services:
(a) Receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund authorized pursuant to the Articles of Incorporation of the
Fund (the "Custodian");
(b) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate
Shareholder account;
(c) Receive for acceptance redemption requests and redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(d) In respect to the transactions in items (a), (h) and (c) above, the Sub-Transfer Agent shall execute
transactions directly with broker-dealers authorized by the Fund;
(e) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any
redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(f) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;
(g) Prepare and transmit payments for dividends and distributions declared by the Fund;
(h) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon
receipt by the Sub-Transfer Agent of indemnification satisfactory to the Sub-Transfer Agent and protecting the
Sub-Transfer Agent and the Fund, and the Sub-Transfer Agent at its option, may issue replacement certificates in
place of mutilated stock certificates upon presentation thereof and without such indemnity;
(i) Maintain records of account for and advise the Transfer Agent and its Shareholders as to the foregoing; and
(j) Record the issuance of Shares of the Fund and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total
number of Shares of the Fund which are authorized, based upon data provided to it by the Fund, and issued and
outstanding. The Sub-Transfer Agent shall also provide the Fund on a regular basis with the total number of
Shares which arc authorized and issued and outstanding and shall have no obligation, when recording the issuance
of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale
of such Shares, which functions shall be the sole responsibility of the Fund.
1.2 Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the
above paragraph, the Sub-Transfer Agent shall perform the following services:
(a) Other Customary Services. Perform the customary services of a transfer agent, dividend disbursing agent,
record-keeper for certain retirement plans where State Street Bank and Trust Company (the "Bank") is custodian
and, as relevant, agent in connection with accumulation, open-account or similar plan (including without
limitation any periodic investment plan or periodic withdrawal program), including but not limited to:maintaining
all Shareholder accounts, preparing Shareholder meeting lists, mailing Shareholder proxies, Shareholder reports
and prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts,
preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to
dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation terms
and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable
transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing
Shareholder account information;
(b) Control Book (also known as "Super Sheet",). Maintain a daily record and produce a daily report for the Fund
of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for
the Fund for each business day to the Fund no later than 11:00 AM Eastern Time, or such earlier time as the Fund
may reasonably require, on the next business day;
(c) National Securities Clearing Corporation (the NSCC). (i) accept and effectuate the registration and
maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such
accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC's
participants, including the Fund), in accordance with, instructions transmitted to and received by the
Sub-Transfer Agent by transmission from NSCC on behalf of broker-dealers and banks which have been established
by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file
maintained by the Sub-Transfer Agent; (ii) issue instructions to Fund's banks for the settlement of transactions
between the Fund and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account
and transaction information from the affected Fund's records on DST Systems, Inc. computer system TA2000 ("TA2000
System") in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain
Shareholder accounts on `FA2000 System through Networking;
(d) ACH Processing Interface. Sub-Transfer Agent will maintain an ACH processing interface between the Fund's
broker, AG. Xxxxxxx & Sons, Inc. and Sub-Transfer Agent's VAX system. This interface is intended to allow the
parties to create a cross-reference file to match the incoming monies transmitted from X.X. Xxxxxxx & Sons, Inc.
to the appropriate shareholder account;
(e) If requested by the Transfer Agent, the Sub-Transfer Agent shall provide the Transfer Agent with information
in relation to I 2h- 1 fees and contingent deferred sales charge revenues, as agreed upon by the parties
including the manner and timing of providing such information (e.g., format of any reports), and any fees and
reasonable Out-of-Pocket Expenses related thereto; and
(f) New Procedures. New procedures as to who shall provide certain of these services in Section 1 may be
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established in writing from time to time by agreement between the
Transfer Agent and the Sub-Transfer Agent. The Sub-Transfer Agent may at times perform only a portion of these
services and the Transfer Agent, the Funds or their agent may perform these services on the Fund's behalf In the
event of a change in the services requested of the Sub-Transfer Agent hereunder, the Sub-Transfer Agent and the
Transfer Agent shall agree in writing to such change in services including any modifications to the terms and
conditions contained herein.
1.3 Exception Services. Transactions identified under Section 1 of this Agreement shall be deemed exception services
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("Exception Services") when such transactions:
(a) Require the Sub-Transfer Agent to use methods and procedures other than those usually employed by the
Sub-Transfer Agent to perform services under Section 1 of this Agreement;
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(b) Involve the provision of information to the Sub-Transfer Agent after the commencement of the nightly
processing cycle of the TA2000 System; or
(c) Require more manual intervention by the Sub-Transfer Agent, including the entry of data or the modification
or amendment of reports generated by the TA2000 System than is usually required.
In the event the Transfer Agent requests that the Sub-Transfer Agent provide services that the Sub-Transfer Agent
considers to be Exception Services, the parties shall agree in writing that the requested services are Exception
Services. In such case, if the parties agree to the Sub-Transfer Agent providing such Exception Services the
Sub-Transfer Agent shall he held to a lesser than negligence.
2. Third Party Administrators for Defined Contribution Plans
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2.1 The Fund may decide to make available to certain of its customers, a qualified plan program (the "Program")
pursuant to which the customers ("Employers") may adopt certain plans of deferred compensation ("Plan or Plans")
for the benefit of the individual Plan participant (the "Plan Participant"), such Plan(s) being qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code") and administered by third party
administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of
1974, as amended)(the "TPA(s)").
2.2 In accordance with the procedures established in the initial Schedule 3.1 entitled "Third Party Administrator
Procedures", as may he amended by the Sub-Transfer Agent and the Fund from time to time ("Schedule 3.1"), the
Sub-Transfer Agent shall:
(a) Treat Shareholder accounts established by the Plans in the name of' the Trustees, Plans or TPAs as the case
may be as omnibus accounts;
(b) Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the
benefit of the Plan; and
(c) Perform all services under Section 1 as sub-transfer agent of the Funds and not as a record-keeper for the
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Plans.
3. Fees and Expenses
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3.1 Fee Schedule. For the performance by the Sub-Transfer Agent pursuant to this Agreement, the Transfer Agent agrees
to pay the Sub-Transfer Agent an annual maintenance fee for each Shareholder account as set forth in the attached
fee schedule ("Schedule 2.1"). Such fees and out-of-pocket expenses and advances identified under Section 3.2
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below may be changed from time to time subject to mutual written agreement between the Transfer Agent and the
Sub-Transfer Agent.
3.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 2.1 above, the Transfer Agent agrees to
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reimburse the Sub-Transfer Agent for out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche, mailing and tabulating proxies, records storage, or
advances incurred by the Sub-Transfer Agent for the items set out in Schedule 2.1 attached hereto. In addition,
any other expenses incurred by the Sub-Transfer Agent at the request or with the consent of the Transfer Agent,
will he reimbursed by the Fund.
3.3 Postage. Postage for mailing of dividends, proxies, Fund reports and other mailings to all shareholder accounts
shall be advanced to the Transfer Agent by the Fund at least seven (7) days prior to the mailing date of such
materials.
3.4 Invoices. The Transfer Agent agrees to pay all fees and reimbursable expenses within thirty (30) days following
the receipt of the respective billing notice, except for any fees or expenses which are subject to good faith
dispute. In the event of such a dispute, the Transfer Agent may only withhold that portion of the fee or expense
subject to the good faith dispute. The Transfer Agent shall notify the Sub-Transfer Agent in writing within
thirty (30) calendar days following the receipt of each billing notice if the Transfer Agent is disputing any
amounts in good faith. If the Transfer Agent does not provide such notice of dispute within the required time,
the billing notice will be deemed accepted by the Transfer Agent. The Fund shall settle such disputed amounts
within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed
amount. If no agreement is reached, then such disputed amounts shall be settled by law or legal process.
3.5 Cost of Living Adjustment. If the total number of Fund open accounts does not reach one million open accounts by
the end of the second year of this Agreement, then starting the third year of this Agreement and thereafter, the
total fee for all services (as reflected in the attached Fee Schedule) shall be increased by the percentage
increase for the twelve-month period of the previous calendar year of the Consumer Price Index for Urban Wage
Earners and Clerical Workers, for the Boston area, as published bimonthly by the United States Department of
Labor, Bureau of Labor Statistics, or, in the event that publication of such Index is terminated, any successor
or substitute index, appropriately adjusted, acceptable to both parties, unless the parties shall otherwise agree.
3.6 Late Payments. If any undisputed amount in an invoice of the Sub-Transfer Agent (for fees or reimbursable
expenses) is not paid when due, the Transfer Agent shall pay the Sub-Transfer Agent interest thereon (from the
due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the prime Rate (that is,
the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the
event such rate is not so published, a reasonably equivalent published rate selected by the Transfer Agent on the
first day of publication during the month when such amount was due). Notwithstanding any other provision hereof,
such interest rate shall be no greater than permitted under applicable provision of Massachusetts law.
4. Representations and Warranties of the Sub-Transfer Agent
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The Sub-Transfer Agent represents and warrants to the Transfer Agent that:
4.1 It is a corporation duly organized and existing and in good standing under the laws of The Commonwealth of
Massachusetts.
4.2 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.
4.3 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform
this Agreement.
4.4 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.
4.5 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.
5. Representations and Warranties of the Transfer Agent
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The Transfer Agent represents and warrants to the Sub-Transfer Agent that:
5.1 It is a corporation duly organized and existing and in good standing under the laws of the State of [) Delaware.
5.2 It is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform
this Agreement.
5.3 All corporate proceedings required by said Articles of Incorporation and By-Laws have been taken to authorize it
to enter into and perform this Agreement.
5.4 Each Fund is an open-end management investment company registered under the Investment Company Act of 1940, as
amended.
5.5 A registration statement under the Securities Act of 1933, as amended is currently effective and will remain
effective, and appropriate state securities law filings have been made and will continue to be made, with respect
to all Shares of the Fund being offered for sale.
6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code
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6.1 Obligation of Sender. The Sub-Transfer Agent is authorized to promptly debit the appropriate Transfer Agent
account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security
Procedure") chosen for funds transfer and in the amount of money that the Sub-Transfer Agent has been instructed
to transfer. The Sub-Transfer Agent shall execute payment orders in compliance with the Security Procedure and
with the Transfer Agent instructions on the execution date provided that such payment order is received by the
customary deadline for processing such a request, unless the payment order specifies a later time. All payment
orders and communications received after this the customary deadline will be deemed to have been received the
next business day.
6.2 Security Procedure. The Transfer Agent acknowledges that the Security Procedure it has designated on the Transfer
Agent Selection Form was selected by the Transfer Agent from security procedures offered by the Sub-Transfer
Agent. The Transfer Agent shall restrict access to confidential information relating to the Security Procedure to
authorized persons as communicated to the Sub-Transfer Agent in writing. The Transfer Agent must notify the
Sub-Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such
information or of any change in the Transfer Agent's authorized personnel. The Sub-Transfer Agent shall verify
the authenticity of all Transfer Agent instructions according to the Security Procedure.
6.3 Account Numbers. The Sub-Transfer Agent shall process all payment orders on the basis of the account number
contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and
the account number, the account number shall take precedence and govern.
6.4 Rejection. The Sub-Transfer Agent reserves the right to decline to process or delay the processing of a payment
order which (a) is in excess of the collected balance in the account to be charged at the time of the
Sub-Transfer Agent's receipt of such payment order; (b) if initiating such payment order would cause the
Sub-Transfer Agent, in the Sub-Transfer Agent's reasonable judgement, to exceed any volume, aggregate dollar,
network, time, credit or similar limits which are applicable to the Sub-Transfer Agent; or (c) if the
Sub-Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized.
6.5 Cancellation Amendment. The Sub-Transfer Agent shall use reasonable efforts to act on all authorized requests to
cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are
received in a timely manner affording the Sub-Transfer Agent reasonable opportunity to act. However, provided
such reasonable efforts are made, the Sub-Transfer Agent assumes no liability if the request for amendment or
cancellation cannot he satisfied.
6.6 Errors. The Sub-Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order
provided that the Sub-Transfer Agent complies with the payment order instructions as received and the
Sub-Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in payment orders.
6.7 Interest. The Sub-Transfer Agent shall assume no responsibility for lost interest with respect to the refundable
amount of any unauthorized payment order, unless the Sub-Transfer Agent is notified of the unauthorized payment
order within thirty (30) days of notification by the Sub-Transfer Agent of the acceptance of such payment order.
In no event (including failure to execute a payment order) shall the Sub-Transfer Agent be liable for special,
indirect or consequential damages, even if advised of the possibility of such damages.
6.8 ACH Credit Entries/Provisional Payments. When the Transfer Agent initiates or receives Automated Clearing House
credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House
Association and the New England Clearing House Association, the Sub-Transfer Agent or its bank will act as an
Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may
be, with respect to such entries. Credits given by the Sub-Transfer Agent with respect to an ACH credit entry are
provisional until the Sub-Transfer Agent receives final settlement for such entry from the Federal Reserve Bank.
If the Sub-Transfer Agent does not receive such final settlement, the Transfer Agent agrees that the Sub-Transfer
Agent shall receive a refund of the amount credited to the Transfer Agent in connection with such entry, and the
party making payment to the Transfer Agent via such entry shall not be deemed to have paid the amount of the
entry.
6.9 Confirmation. Confirmation of Sub-Transfer Agent's execution of payment orders shall ordinarily be provided
within twenty four (24) hours notice of which may be delivered through the Sub-Transfer Agent's proprietary
information systems, or by facsimile or call-back. Transfer Agent must report any objections to the execution of
an order within thirty (30) days.
7. Data Access and Proprietary Information
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7.1 The Transfer Agent acknowledges that the databases, computer programs, screen formats, report formats,
interactive design techniques, and documentation manuals furnished to the Transfer Agent by the Sub-Transfer
Agent as part of the Fund's ability to access certain Fund-related data ("Customer Data") maintained by the
Sub-Transfer Agent on databases under the control and ownership of the Sub-Transfer Agent or a third party ("Data
Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to the Sub-Transfer Agent or other third xxxxx.Xx no event shall
Proprietary Information be deemed Customer Data. The Transfer Agent agrees to treat all Proprietary Information
as proprietary to the Sub-Transfer Agent and further agrees that it shall not divulge any Proprietary Information
to any person or organization except as may be provided hereunder, Without limiting the foregoing, the Transfer
Agent agrees for itself and its employees and agents to:
(a) Use such programs and databases (i) solely on the Transfer Agent's computers, or (ii) solely from equipment
at the location agreed to between the Sub-Transfer Agent and the Transfer Agent and (iii) solely in accordance
with the Sub-Transfer Agent's applicable user documentation;
(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on
the Transfer Agent's computer(s)), the Proprietary Information;
(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such
access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in
accordance with the Sub-Transfer Agent's instructions;
(d) Refrain from causing or allowing information transmitted from the Sub-Transfer Agent's computer to the
Transfer Agent's terminal to be retransmitted to any other computer terminal or other device except as expressly
permitted by the Sub-Transfer Agent (such permission not to be unreasonably withheld);
(e) Allow the Transfer Agent to have access only to those authorized transactions as agreed to between the
Sub-Transfer Agent and the Transfer Agent; and
(f) Honor all reasonable written requests made by the Sub-Transfer Agent to protect at the Sub-Transfer Agent's
expense the rights of the Sub-Transfer Agent in Proprietary Information at common law, under federal copyright
law and under other federal or state law.
7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or
become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written
release by the Transfer Agent; (iii) are already in the possession of the receiving party at the time of receipt
without obligation of confidentiality or breach of this Agreement; or (iv) are determined by the Transfer Agent,
on the advice of counsel, to be required by law to be disclosed.
7.3 `The Fund acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential
to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach
of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which
would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies
that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in
breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order,
injunctive relief, or other equitable relief against the continuance of such breach.
7.4 If the Transfer Agent notifies the Sub-Transfer Agent that any of the Data Access Services do not operate in
material compliance with the most recently issued user documentation for such services, the Sub-Transfer Agent
shall endeavor in a timely manner to correct such failure. Organizations from which the Sub-Transfer Agent may
obtain certain data included in the Data Access Services are solely responsible for the contents of such data and
the Transfer Agent agrees to make no claim against the Sub-Transfer Agent arising out of the contents of such
third-party data, including, but not limited to, the accuracy thereof except when the Sub-Transfer Agent has
actual knowledge of the inaccuracy of such data and does not notify the Transfer Agent of such inaccuracy. EXCEPT
AS SPECIFICALLY PROVIDED HEREIN, DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED
IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE SUB-TRANSFER AGENT EXPRESSLY DISCLAIMS
ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.5 If the transactions available to the Transfer Agent include the ability to originate electronic instructions to
the Sub-Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit
Shareholder information or other information, then in such event the Sub-Transfer Agent shall be entitled to
rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as
such instruction is undertaken in conformity with security procedures established by the Sub-Transfer Agent
from time to time.
7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7.
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The obligations of this Section shall survive any earlier termination of this Agreement.
8. Indemnification
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8.1 The Sub-Transfer Agent shall not be responsible for, and the Transfer Agent shall indemnify and hold the
Sub-Transfer Agent and with respect to Section 8.1 e herein, also State Street Bank and Trust Company (the
"Bank"), harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses
and liability arising out of or attributable to:
(a) All actions of the Sub-Transfer Agent or its agents or subcontractors required to be taken pursuant to this
Agreement, (including the defense of any law suit in which the Sub-Transfer Agent or affiliate is a named party),
provided that such actions are taken in good faith and without negligence or willful misconduct;
(b) The Transfer Agent's lack of good faith, negligence or willful misconduct which arise out of the breach of
any representation or warranty of the Transfer Agent hereunder;
(c) The reasonable reliance upon, and any subsequent use of or action taken or omitted, by the Sub-Transfer
Agent, or its agents or subcontractors on: (i) any information, records, documents, data, stock certificates or
services, which are received by the Sub-Transfer Agent or its agents or subcontractors by machine readable input,
facsimile, CRT data entry, electronic instructions or other similar means authorized by the Transfer Agent, and
which have been prepared, maintained or performed by the Transfer Agent or each Fund or any other person or firm
on behalf of the Transfer Agent or each Fund including hut not limited to any broker-dealer, TPA or previous
transfer agent or registrar; (ii) any instructions or requests of the Transfer Agent or each Fund or any of its
officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection
with the services to be performed by the Sub-Transfer Agent under this Agreement which are provided to the
Sub-Transfer Agent after consultation with such legal counsel; or (iv) any paper or document reasonably believed
to be genuine, authentic, or signed by the proper person or persons;
(d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that
such Shares be registered or in violation of any stop order or other determination or ruling by any federal or
any state agency with respect to the offer or sale of such Shares;
(e) The negotiation and processing of any checks including without limitation for deposit into the Fund's
demand deposit account maintained at the Bank; or
(f) Upon the Fund's request entering into any agreements required by the NSCC for the transmission of Fund or
Shareholder data through the NSCC clearing systems
8.2 In order that the indemnification provisions contained in this Section 7 shall apply, upon the assertion of a
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claim for which the Transfer Agent may be required to indemnify the Sub-Transfer Agent, the Sub-Transfer Agent
shall promptly notify the Transfer Agent of such assertion, and shall keep the Transfer Agent advised with
respect to all developments concerning such claim. The Transfer Agent shall have the option to participate with
the Sub-Transfer Agent in the defense of such claim or to defend against said claim in its own name or in the
name of the Sub-Transfer Agent. The Sub-Transfer Agent shall in no case confess any claim or make any compromise
in any case in which the Transfer Agent may be required to indemnify the Sub-Transfer Agent except with the
Transfer Agent's prior written consent,
9. Standard of Care
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9.1 The Sub-Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable
limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and
shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless
said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents.
The parties agree that any encoding or payment processing errors shall be governed by this standard of care and
Section 4-209 of the Uniform Commercial Code is superseded by Section 9 of this Agreement.
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9.2 In addition to the liability of Sub-Transfer Agent under this Section 9, Sub-Transfer Agent shall also be liable
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to the Transfer Agent for all reasonable attorneys' fees incurred by the Transfer Agent in connection with any
claim by the Transfer Agent against the Sub-Transfer Agent arising from the obligations of the Sub-Transfer Agent
hereunder; provided that the Transfer Agent is entitled to recover from the Sub-Transfer Agent for such claim.
10. Year 2000
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The Sub-Transfer Agent has taken reasonable steps to ensure that its products (and those of its third-party
suppliers) reflect the available technology to offer products that are Year 2000 ready, including, but not
limited to, century recognition of dates, calculations that correctly compute same century and multi century
formulas and date values, and interface values that reflect the date issues arising between now and the next
one-hundred years, and if any changes are required, the Sub-Transfer Agent will make the changes to its products
at a price to be agreed upon by the parties and in a commercially reasonable time frame and will require
third-party suppliers to do likewise.
11. Confidentiality
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11.1 The Sub-Transfer Agent and the Transfer Agent agree that they will not, at any time during the term of this
Agreement or after its termination, reveal, divulge, use for its own benefit, or make known to any person, firm,
corporation or other business organization, any customers' lists, "Nonpublic Personal Information" as defined
under SEC Regulation S-P regarding the Funds' "consumers" other than as permitted by Regulation S-P, trade
secrets, cost figures and projections, profit figures and projections, or any other secret or confidential
information whatsoever, whether of the Sub-Transfer Agent or of the Transfer Agent, used or gained by the
Sub-Transfer Agent or the Transfer Agent during performance under this Agreement. The Sub-Transfer Agent and the
Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after
the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information
whatsoever in trust for the sole benefit of the Sub-Transfer Agent or the Transfer Agent and their successors and
assigns. In the event of breach of the foregoing by either party, the remedies provided by Section 7.3 shall be
-----------
available to the party whose confidential information is disclosed. The above prohibition of disclosure shall not
apply to the extent that the Sub-Transfer Agent must disclose such data to its sub-contractor or Fund agent for
purposes of providing services under this Agreement. The Sub-Transfer Agent agrees that it will not disclose
nonpublic, personal information as defined under Regulation S-P. other than as permitted by Regulation S-P.
11.2 In the event that any requests or demands are made for the inspection of the Shareholder records of the Fund,
other than request for records of Shareholders pursuant to standard subpoenas from state or federal government
authorities (i.e., divorce and criminal actions), the Sub-Transfer Agent will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such inspection. The Sub-Transfer Agent
expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by
counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if
required by law or court order.
12. Covenants of the Transfer Agent and the Sub-Transfer Agent
------------ ---------------------------------------------
12.1 The Transfer Agent shall promptly furnish to the Sub-Transfer Agent a certified copy of the resolution of the
Board of Directors of the Transfer Agent authorizing the appointment of the Sub-Transfer Agent and the execution
and delivery of this Agreement.b
12.2 The Sub-Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to
the Transfer Agent for safekeeping of stock certificates, check forms and facsimile signature imprinting devices,
if any; and for the preparation or use, and for keeping account of such certificates, forms and devices.
12.3 The Sub-Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and
manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as
amended, and the Rules thereunder, the Sub-Transfer Agent agrees that all such records prepared or maintained by
the Sub-Transfer Agent relating to the services to be performed by the Sub-Transfer Agent hereunder are the
property of the Fund and will be preserved, maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in accordance with its request.
12.4 Sub-Transfer Agent shall permit Transfer Agent during the term of this Agreement, through any person(s)
designated by Transfer Agent at such reasonable times during normal business hours and as often as Transfer Agent
may reasonably deem appropriate, but not so often as to place unreasonable burden on Sub-Transfer Agent (i.e., no
more than two times a year), on at least ten (10) business days prior written notice to an authorized officer of
Sub-Transfer Agent (which notice shall include the scope of the audit), to conduct an audit of such records as
set forth in Section 12.3 herein. As a matter of clarification, Transfer Agent acknowledges and agrees that no
------------
such audit shall include any visits, inspections, examinations, audits, or verification of any of the properties,
documents, books, reports, work papers and other records belonging to, or in the possession of Sub-Transfer
Agent, involving any service, product or work Sub-Transfer Agent does or possesses other than those relating
directly to this Agreement and the services performed by the Sub-Transfer Agent on behalf of the Transfer Agent.
13. Termination of Agreement
-------------- ---------
13.1 Term. The initial term of this Agreement (the "Initial Term") shall be three years from the date first stated
above unless terminated pursuant to the provisions of this Section 13. Unless a terminating party gives written
----------
notice to the other party one hundred and fifty (150) days before the expiration of the Initial Term or any
Renewal Term, this Agreement will renew automatically from year to year (each such year-to-year renewal term a
"Renewal Term"). One hundred and twenty (120) days before the expiration of the Initial Term or a Renewal Term
the parties to this Agreement will agree upon a Fee Schedule for the upcoming Renewal Term. Otherwise the fees
shall be increased pursuant to Section 3.5 of this Agreement.
-----------
13.2 Early Termination. Notwithstanding anything contained in this Agreement to the contrary, should the Fund or
Transfer Agent desire to move any of the services provided by the Sub-Transfer Agent hereunder to a successor
service provider prior to the expiration of the then current Initial or Renewal Term, or without the required
notice, the Sub-Transfer Agent shall make a good faith effort to facilitate the conversion on such prior date;
however, there can be no guarantee or assurance that the Sub-Transfer Agent will be able to facilitate a
conversion of services on such prior date. In the event that the Transfer Agent terminates this Agreement for any
reason, including converting the services to a successor service provider or internalizing the services, or if
the Fund is liquidated or its assets merged or purchased or the like with or by another entity which does not
utilize the services of the Sub-Transfer Agent, then the Transfer Agent shall pay the Sub-Transfer Agent a charge
equal to six (6) months of the Sub-Transfer Agent's fees then currently in effect. Such six-month charge shall
not apply if the Transfer Agent terminates this Agreement pursuant to Section 13.7 or if this Agreement is
-------------
terminated but the Fund continues to use the current copy (DFR) of the TA2000 System as a full remote client of
DST Systems, Inc.
13.3 Expiration of Term. During the Initial Term or Renewal Term, whichever currently is in effect, should either
party exercise its right to terminate, all reasonable out-of-pocket expenses or costs associated with the
movement of records and material will be borne by the Transfer Agent. Additionally, the Sub-Transfer Agent
reserves the right to charge for any other reasonable expenses associated with such termination. Section 13.3
------------
shall not apply if the Sub-Transfer Agent is terminated pursuant to Section 13.7.
------------
13.4 Confidential Information. Upon termination of this Agreement, each party shall return to the other party all
copies of confidential or proprietary materials or information received from such other party hereunder, other
than materials or information required to be retained by such party under applicable laws or regulations.
13.5 Unpaid Invoices, The Sub-Transfer Agent may terminate this Agreement immediately upon an unpaid invoice payable
by the Fund to the Sub-Transfer Agent being outstanding for more than ninety (90) days, except with respect to
any amount subject to a good faith dispute within the meaning of Section 3.4 of this Agreement.
-----------
13.6 Bankruptcy. Either party hereto may terminate this Agreement by notice to the other party, effective at any time
specified therein, in the event that (a) the other party ceases to carry on its business or (b) an action is
commenced by or against the other party under Title 11 of the United States Code or a receiver, conservator or
similar officer is appointed for the other party and such suit, conservatorship or receivership is not discharged
within thirty (30) days or such other time period as agreed to by the parties.
13.7 Cause. If either of the parties hereto becomes in default in the performance of its duties or obligations
hereunder, and such default has a material effect on the other party, then the non-defaulting party may give
notice to the defaulting party specifying the nature of the default in sufficient detail to permit the defaulting
party to identify and cure such default. If the defaulting party fails to cure such default within sixty (60)
days of receipt of such notice, or within such longer period of time as the parties may agree is necessary for
such cure, then the non-defaulting party may terminate this Agreement upon notice of not less than thirty (30)
days to the defaulting party.
14. Assignment and Third Party Beneficiaries
----------------------------------------
14.1 Except as provided in Section 15.1 below, neither this Agreement nor any rights or obligations hereunder may be
------------
assigned by either party without the written consent of the other party. Any attempt to do so in violation of
this Section shall be void. Unless specifically stated to the contrary in any written consent to an assignment,
no assignment will release or discharge the assignor from any duty or responsibility under this Agreement.
14.2 Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give
any rights or benefits in this Agreement to anyone other than the Sub-Transfer Agent and the Transfer Agent, and
the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit
of the Sub-Transfer Agent and the Transfer Agent. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective permitted successors and assigns.
14.3 This Agreement does not constitute an agreement for a partnership or joint venture between the Sub-Transfer Agent
and the `transfer Agent. Other than as provided in Section 15.1, neither party shall make any commitments with
------------
third parties that are binding on the other party without the other party's prior written consent.
15. Subcontractors
--------------
15.1 The Sub-Transfer Agent may, without further consent on the part of the Transfer Agent, subcontract for the
performance hereof with a Sub-Transfer Agent affiliate duly registered as a transfer agent under Section 1
7A(c)(2) of the Securities Exchange Act of 1934; provided, however, that the Sub-Transfer Agent shall be fully
responsible to the Transfer Agent for the acts and omissions of the Sub-Transfer Agent or its affiliate as it is
for its own acts and omissions,
15.2 Nothing herein shall impose any duty upon the Sub-Transfer Agent in connection with or make the Sub-Transfer
Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not
limitation, Airborne Services, Federal Express, United Parcel Service, the U.S. Mails, the NSCC and
telecommunication companies, provided, if the Sub-Transfer Agent selected such company, the Sub-Transfer Agent
shall have exercised due care in selecting and monitoring the same.
16. Miscellaneous
-------------
16.1 Amendment, This Agreement may be amended or modified by a written agreement executed by both parties and
authorized or approved by a resolution of the Transfer Agent.
16.2 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in
accordance with the laws of The Commonwealth of Massachusetts.
16.3 Force Majeure. In the event either party is unable despite having established reasonable contingency arrangements
to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such
party shall not be liable for damages to the other for any damages resulting from such failure to perform or
otherwise from such causes; provided that the parties shall take reasonable steps under the facts and
circumstances then prevailing to mitigate damages arising out of such causes and events.
16.4 Consequential Damages. Neither party to this Agreement shall be liable to the other party for consequential
special or indirect damages under any provision of this Agreement or for any consequential damages arising out of
any act or failure to act hereunder.
16.5 Survival. All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality
and/or protections of proprietary rights and trade secrets shall survive the termination of this Agreement.
16.6 Severability. If any provision or provisions of this Agreement shall he held invalid, unlawful, or unenforceable,
the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or
impaired.
16.7 Priorities Clause. In the event of any conflict, discrepancy or ambiguity between the terms and conditions
contained in this Agreement and any Schedules or attachments hereto, the terms and conditions contained in this
Agreement shall take precedence.
16.8 Waiver No waiver by either party or any breach or default of any of the covenants or conditions herein contained
and performed by the other party shall be construed as a waiver of any succeeding breach of the same or of any
other covenant or condition.
16.9 Merger of Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes
any prior agreement with respect to the subject matter hereof whether oral or written.
16.10 Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said
counterparts taken together shall he deemed to constitute one and the same instrument.
16.11 Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be
reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar
process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or
not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile
or further reproduction shall likewise be admissible in evidence.
16.12 Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by
first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the
respective party shall have notified the other.
(a) If to Boston Financial Data Services, Inc. to:
Boston Financial Data Services, Inc.
0000 Xxxxxxx Xxxxxx, Xxxxx 000X
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
(h) If to the Transfer Agent, to:
American Skandia Fund Services, Inc.
Xxx Xxxxxxxxx Xxxxx
X.X. Xxx 000
Xxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx Xxxxx, Senior Vice President
Facsimile: (000) 000-0000
17. The Fund may decide to make available to certain of its customers, a qualified plan program (the "Program")
pursuant to which the customers ("Employers") may adopt certain plans of deferred compensation ("Plan or Plans")
for the benefit of the individual Plan participant (the "Plan Participant"), such Plan(s) being qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended ("Code") and administered by third party
administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of
1974, as amended (the "TPA(s)").
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by
and through their duly authorized officers, as of the day and year first above written.
AMERICAN SKANDIA FUND SERVICES,
INC.
BY:____________________________________
ATTEST:
----------------------------------
BOSTON FINANCIAL DATA SERVICES, INC.
BY:____________________________________
ATTEST:
----------------------------------
SCHEDULE A
FUND LIST
---- ----
SCHEDULE 2.1
FEES
Effective January 1, 2001 through December 31, 2003
Annual Account Services Fees
----------------------------
Daily Dividend Fund $11.50*
Non Daily Dividend Fund $9.75*
*Once account numbers reach over 500,000 accounts, a $2.00 price reduction will be applied to the above Account
Services Fees.
Closed Account Fee $1.50
Minimum (per cusip) $15,000**
Billed per Fund
** The fund minimum will be deferred for the first nine (9) months for up to 15 cusips.
Each class is considered a fund and will be billed accordingly. A new fund implementation fee
of $1500.00 per fund/cusip will be applied for all new funds.
A "rush fee" (notification less than 90 days) of $2,000.00 per fund/cusip will be applied for new fund implementation.
Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A charge is made for an account in the month
that an account opens or closes. Account services fees are higher of: Open account charges plus close account charges or
the fund minimum.
Activity Based Fees
-------------------
o New Account Set up $5.00 each
o Manual Transactions $1.50 each
o Telephone Calls $2.50 each
o Correspondence $1.50 each
Banking Fees
------------
o Checkwriting Set up $5.00 each
o Checkwriting Draft $1.00 each
o ACH $ .35 each
XXX Custodial Fees
------------------
o Annual Maintenance $15.00 per SSN/Tax ID.
SCHEDULE 2.1
FEES
(continued)
TA2000 VOICE System
-------------------
o Monthly Minimum Charge $125.00 per authorized Fund***
o Monthly Minimum Charge $ .005 per Account***
o Touch `[one Rate $ .20 per call***
o Speech Recognition Rate $ .25 per call***
***The pricing rates listed above are based on the year 2001-rate information available. These rates are subject to
change.
The monthly minimum charge is only accessed if it is greater than the service fee of $.12 per call. The monthly minimum
charge is based on the number of authorized funds and authorized accounts in a fund complex. The service fee rate for
speech recognition will be applied for calls that terminate in the speech recognition mode. The touch tone rate will
apply to calls that terminate in the touch tone mode.
Other Fees
----------
o Investor Processing $1.80 per Investor/Annually
o 12B I Commissions $1.20 per Account/Annually
o CommFee $ .25 per Account/Annually
Out-of-Pocket Expenses
----------------------
Out-of-Pocket Expenses include but are not limited to: MFB/BETA Access, Confirmation statements, Investor Statements,
postage, forms, telephone, record retention, federal wire, transcripts, microfilm, microfiche, CT) ROM and any expenses
incurred at the specific direction of the Fund. This also includes AG. Xxxxxxx ACH, special programming, on-request
reports, custom reports and report programming, add-on services (e.g., Discretionary Services, Technology Changes and
Regulatory Reporting) as outlined in Boston Financial's letter to the Fund dated November 3, 2000. Out-of-Pocket Expenses
also includes monthly usage charges, additional trunks, lines and installations needed for Voice Response.
AMERICAN SKANDIA FUND BOSTON FINANCIAL DATA SERVICES, INC
SERVICES, INC.
BY:_________________________________ BY:___________________________________
SCHEDULE 3.1
THIRD PARTY ADMINISTRATOR(S) PROCEDURES
Dated____________
1. On each day on which both the New York Stock Exchange and the Fund are open for business (a "Business Day"), the
TPA(s) shall receive, on behalf of and as agent of the Fund, Instructions (as hereinafter defined) from the Plan.
Instructions shall mean as to each Fund (i) orders by the Plan for the purchases of Shares, and (ii) requests by
the Plan for the redemption of Shares; in each case based on the Plan's receipt of purchase orders and redemption
requests by Participants in proper form by the time required by the terms of the Plan, but not later than the
time of day at which the net asset value of a Fund is calculated, as described from time to time in that Fund's
prospectus. Each Business Day on which the TPA receives Instructions shall be a "Trade Date".
2. The TPA(s) shall communicate the TPA(s)'s acceptance of such Instructions, to the applicable Plan.
3. On or before the next succeeding Business Day following the Trade Date on which it accepted Instructions for the
purchase and redemption of Shares, (TD+1), the TPA(s) shall notify the Sub-Transfer Agent of the net amount of
such purchases or redemptions, as the case may be, for each of the Plans. In the case of net purchases by any
Plan, the Sub-Transfer Agent shall instruct the Trustees of such Plan to transmit the aggregate purchase price
for Shares by wire transfer to the Sub-Transfer Agent on (TD+1). In the case of net redemptions by any Plan, the
Sub-Transfer Agent shall instruct the Fund's custodian to transmit the aggregate redemption proceeds for Shares
by wire transfer to the Trustees of such Plan on (TD+1). The times at which such notification and transmission
shall occur on (TD+1) shall be as mutually agreed upon by each Fund, the TPA(s), and the Sub-Transfer Agent.
4. The TPA(s) shall maintain separate records for each Plan, which record shall reflect Shares purchased and
redeemed, including the date and price for all transactions, and Share balances, the TPA(s) shall maintain on
behalf of each of the Plans a single master account with the Sub-Transfer Agent and such account shall be in the
name of that Plan. The TPA(s), or the nominee of either thereof as the record owner of Shares owned by such Plan.
5. The TPA(s) shall maintain records of all proceeds of redemptions of Shares and all other distributions not
reinvested in Shares.
6. The TPA(s) shall prepare, and transmit to each of the Plans, periodic account statements showing the total number
of Shares owned by that Plan as of the statement closing date, purchases and redemptions of Shares by the Plan
during the period covered by the statement, and the dividends and other distributions paid to the Plan on Shares
during the statement period (whether paid in cash or reinvested in Shares).
7. The TPA(s) shall, at the request and expense of each Fund, transmit to the Plans prospectuses, proxy materials,
reports, and other information provided by each Fund for delivery to its shareholders.
8. The TPA(s) shall, at the request of each Fund, prepare and transmit to each Fund or any agent designated by it
such periodic reports covering Shares of each Plan as each Fund shall reasonably conclude are necessary to enable
the Fund to comply with state Blue Sky requirements.
9. Sub-Transfer Agent shall transmit to the TPA(s) confirmation of purchase orders and redemption request placed by
the TPA(s) and the TPA(s) shall transmit to the Plans confirmation of purchase orders and redemption requests
placed by the Plans; and
10. The TPA(s) shall, with respect to Shares, maintain account balance information for the Plan(s) and daily and
monthly purchase summaries expressed in Shares and dollar amounts.
11. Plan sponsors may request, or the law may require, that prospectuses, proxy materials, periodic reports and other
materials relating to each Fund be furnished to Participants in which event the Sub-Transfer Agent or each Fund
shall mail or cause to be mailed such materials to Participants. With respect to any such mailing, the TPA(s)
shall, at the request of the Sub-Transfer Agent or each Fund, provide at the TPA(s)'s expense a complete and
accurate set of mailing labels with the name and address of each Participant having an interest through the Plans
in Shares.
12. The Transfer Agent shall use reasonable efforts to obtain compliance by TPA(s) with the foregoing but shall not
be liable to the Sub-Transfer Agent for any action or omission by the TPA(s) provided such reasonable efforts are
made.
AMERICAN SKANDIA FUND BOSTON FINANCIAL DATA SERVICES, INC.
SERVICES, INC.
BY:__________________________________ BY:__________________________________
\