The Agreement between X. Xxxx Price Retirement Plan Services, Inc. and
the Taxable Funds, dated January 1, 2000, as amended.
AGREEMENT
BETWEEN
X. XXXX PRICE RETIREMENT PLAN SERVICES, INC.
AND
X. XXXX PRICE FUNDS
TABLE OF CONTENTS
-----------------
PAGE
----
Article A Terms of Appointment................................ 2
Article B Duties of RPS....................................... 2
1. Contributions - Retirement Plans and Retirement Accounts 2
2. Retirement Plans - Redemptions to Cover Distributions 3
3. Other Provisions............................. 4
4. Exchanges.................................... 5
5. Books and Records............................ 5
6. Tax Information.............................. 6
7. Other Information to be Furnished to the Funds 6
8. Telephone/On-Line Services................... 6
9. Correspondence............................... 7
10. Prospectuses/Confirmation Statements......... 7
11. Proxies...................................... 7
12. Form N-SAR................................... 7
13. Withholding.................................. 7
Article C Fee and Out-of-Pocket Expenses...................... 8
1. Postage...................................... 8
2. Proxies...................................... 8
3. Communications............................... 8
4. Record Retention............................. 9
5. Disaster Recovery............................ 9
Article D Representations and Warranties of RPS............... 9
Article E Representations and Warranties of the Fund.......... 10
Article F Standard of Care/Indemnification.................... 10
Article G Dual Interests...................................... 13
Article H Documentation....................................... 13
Article I Recordkeeping/Confidentiality....................... 14
Article J Ownership of Software and Related Material.......... 15
Article K As of Transactions.................................. 15
1. Reporting.................................... 16
2. Liability.................................... 16
Article L Term and Termination of Agreement................... 18
Article M Notice ............................................. 19
Article N Assignment.......................................... 19
Article O Amendment/Interpretive Provisions................... 19
Article P Further Assurances.................................. 20
Article Q Maryland Law to Apply............................... 20
Article R Merger of Agreement................................. 20
Article S Counterparts........................................ 20
Article T The Parties......................................... 20
Article U Directors, Trustees and Shareholders and Massachusetts Business Trust
21
Article V Captions............................................ 21
AGREEMENT, made as of the first day of January, 2000, by and between X. XXXX
PRICE RETIREMENT PLAN SERVICES, INC., a Maryland corporation having its
principal office and place of business at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 ("RPS"), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such
Appendix may be amended from time to time) and which evidences its agreement to
be bound hereby by executing a copy of this Agreement (each Fund hereinafter
referred to as "THE FUND") whose definition may be found in Article T;
WHEREAS, the Funds are named investment options under various tax-sheltered
plans, including, but not limited to, state and local government deferred
compensation plans, 403(b) plans, and profit sharing, thrift, 401(k) and money
purchase pension plans for self-employed individuals, professional partnerships
and corporations (collectively referred to as "RETIREMENT PLANS"); and the Fund
has determined that such investments of Retirement Plans in the Funds are in the
best long-term interest of the Funds;
WHEREAS, RPS has the capability of providing special services, on behalf of
the Fund, for the accounts of individuals ("PARTICIPANTS") participating in
these Retirement Plans ("RETIREMENT ACCOUNTS");
WHEREAS, RPS represents that it is registered with the Securities and
Exchange Commission as a Transfer Agent under Section 17A of the Securities
Exchange Act of 1934 (THE "'34 ACT");
WHEREAS, RPS may subcontract or jointly contract with other parties on behalf
of the Funds to perform certain of the functions described herein, RPS may also
enter into, on behalf of the Funds, certain banking relationships to perform
various banking services, including, but not limited to, check deposits,
disbursements, automatic clearing house transactions ("ACH") and wire transfers.
Subject to guidelines mutually agreed upon by the Funds and RPS, excess
balances, if any, resulting from these banking relationships will be invested
and the income therefrom will be used to offset fees which would otherwise be
charged to the Funds under this Agreement;
WHEREAS, the Fund desires to contract with RPS to provide the functions and
services described herein in connection with the Retirement Plans and Retirement
Accounts;
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
A. TERMS OF APPOINTMENT
--------------------
Subject to the terms and conditions set forth in this Agreement, the Fund
hereby employs and appoints RPS to perform the services and functions described
herein in connection with certain Retirement Plan and Retirement Accounts as
agreed upon by the parties.
B. DUTIES OF RPS
-------------
RPS agrees that it will perform the following services:
1. CONTRIBUTIONS - RETIREMENT PLANS AND RETIREMENT ACCOUNTS
------------- - ---------- ----- --- ---------- --------
After RPS has received monies from Retirement Plans and has determined the
proper allocation of such monies to the Retirement Accounts of Participants
based upon instructions received from Participants, Retirement Plans or their
designees, or Retirement Plan Administrator(s) ("ADMINISTRATOR(S)"), RPS
will, as a responsibility under the Agreement:
a.
In the case of a new Participant, establish and maintain a Retirement
Account for such Participant;
b.
Compute the number of shares of each Fund to which the Participant is
entitled in accordance with the price per share of such Fund as
calculated and provided by the Fund for orders received at that time and
date, and purchase the appropriate shares in each such Retirement
Account;
c.
Calculate the aggregate of all purchases in the Retirement Accounts and
transmit the net purchase order to X. Xxxx Price Services, Inc.
("SERVICES") or directly to the Fund, as the case may be, for purchase
into an omnibus account established in each Fund registered in RPS^ or
its affiliates^ name as agent for Retirement Plans or in the individual
Retirement Plan^s name ("OMNIBUS ACCOUNT"); and
d.
Transmit to Services, by wire, at a time mutually agreed upon by both
parties, the aggregate money allocated to coincide with the purchase
order.
2. RETIREMENT PLANS - REDEMPTIONS TO COVER DISTRIBUTIONS.
---------- ----- - ----------- -- ----- -------------
After RPS has received instructions from the Administrator regarding
distributions to be made to Participants or their designated beneficiaries
from Funds designated as investment options under the Retirement Plan, RPS
will, as a responsibility under the Agreement:
a.
Compute the number of shares to be redeemed from each such Retirement
Account for such distributions in accordance with the price per share of
such Fund as calculated and provided by the Fund for orders received in
good order at that time and date.
b. After such computation, calculate the aggregate amount of all
redemptions in the Retirement Accounts.
c.
Transmit any net redemption order to Services or directly to the Fund,
as the case may be, for the Omnibus Account of each Fund. Services will
wire proceeds to RPS to coincide with the redemption order for each
Omnibus Account. RPS will Distribute to Participants or their
designated beneficiaries the amount to be disbursed.
d.
After RPS has received instructions from the Administrator regarding
disbursements to be made regarding the payment of fees due the
Administrator, or other persons including RPS, RPS will, as a
responsibility under this Agreement:
i.
Compute the number of shares to be redeemed from each Retirement
Account to pay for such disbursements and the total number of all
shares to be redeemed in accordance with the price per share for
orders received in good order at that time and date, of such Fund as
calculated and provided by the Fund;
ii.
Inform Services, or the Funds directly, as the case may be, of the
necessary Shares to be redeemed from the Omnibus Account of the Funds
to cover such disbursements; and
iii.
Mail or wire to the Administrator or such other person as designated
by the Administrator the amount to be disbursed.
3. OTHER PROVISIONS
----- ----------
a.
If any instruction tendered by an Administrator to purchase or redeem
shares in a Retirement Account is not satisfactory to RPS, RPS shall
promptly notify the Administrator of such fact together with the
reason therefore;
b.
The authority of RPS to perform its responsibilities under Paragraph
B(2) with respect to each Fund shall be suspended upon RPS^s receipt
of notification from such Fund of the suspension of the determination
of the Fund's net asset value per share and shall remain suspended
until RPS receives proper notification from the Fund; and
c.
The Fund will promptly inform RPS of the declaration of any dividend
or distribution on account of the capital stock of any Fund so that
RPS may properly credit income and capital gain payments to each
Retirement Account.
4. EXCHANGES
---------
Effect exchanges of shares of the Funds in the Retirement Accounts upon
receipt of appropriate instructions from the Administrator and/or Participant
in accordance with the price per share of the Funds as calculated and
provided by the Fund for orders received in good order at that time and date.
Calculate and transmit a net purchase and redemption order to Services or
the Fund, as the case may be, for the Omnibus Account of each Fund. RPS will
transmit by wire the aggregate monies allocated to each Fund to Services to
coincide with any net purchase order or instruct Services to wire to it
monies from each Fund^s Omnibus Account to coincide with any net redemption
order.
5. BOOKS AND RECORDS
----- --- -------
RPS shall maintain records showing for each Retirement Plan or Retirement
Account, the following:
a. Names, addresses and tax identification numbers, when provided;
b. Number of shares held of each Fund;
c.
Historical information regarding the account of each Participant and/or
Retirement Plan, including dividends and capital gain distributions
invested in shares;
d. Any instructions from a Participant or Administrator, including all
forms executed by a Participant with respect to elections with respect
to payment options in connection with the redemption of shares or
distribution elections, if applicable; and
e.
Any information required in order for RPS to perform the calculations
contemplated under this Agreement.
Any such records maintained pursuant to Rule 31a-1 under the Investment
Company Act of 1940 ("THE ACT") will be preserved for the periods prescribed
in Rule 31a-2 thereunder. Disposition of such records after such prescribed
periods shall be as mutually agreed upon from time to time by RPS and the
Funds. The retention of such records, which may be inspected by the Fund at
reasonable times, shall be at the expense of the Funds. All records
maintained by RPS in connection with the performance of its duties under this
Agreement will remain the property of the Funds and, in the event of
termination of this Agreement, will be delivered to the Fund as of the date
of termination of this agreement or at such other time as may be mutually
agreed upon.
6. TAX INFORMATION
--- -----------
RPS shall also prepare and file with appropriate federal agencies, such
information returns and reports as required by applicable Federal statutes
relating to redemptions effected in Retirement Accounts which constitute
reportable distributions. RPS will also prepare and submit to Participants,
such reports containing information as is required by applicable Federal law.
7. OTHER INFORMATION TO BE FURNISHED TO THE FUNDS
----- ----------- -- -- --------- -- --- -----
RPS will furnish to the Fund, such information, including Participant
lists and statistical information as may be agreed upon from time to time
between RPS and the Fund. Permission of the Administrator may also be
required.
8. TELEPHONE/ON-LINE SERVICES
----------------- --------
RPS will promptly respond to any telephone calls from Administrators
and/or Participants relating to the Retirement Accounts and/or questions
pertaining to the Funds. Procedures for processing telephone transactions
will be mutually agreed upon by both parties.
RPS will also be responsible for providing a telephone voice response unit
and on-line access services.
9. CORRESPONDENCE
--------------
RPS will promptly and fully answer correspondence from Administrators and
Participants relating to Retirement Accounts and transfer agent procedures,
and such other correspondence as may from time to time be mutually agreed
upon with the Funds. Copies of all correspondence will be retained by RPS in
accordance with applicable law.
10. PROSPECTUSES/CONFIRMATION STATEMENTS
------------------------- ----------
RPS will be responsible for mailing all confirmations and statements
relating to transactions in the Funds, prospectuses, semi-annual and annual
reports of the Funds and other enclosures and mailings, as may be requested
by the Funds or required by applicable Federal law.
11. PROXIES
-------
As requested by the Funds, RPS shall assist in the mailing of proxy cards
and other material required to be mailed by the Fund in connection with
shareholder meetings of the Fund and shall assist in the receipt, examination
and tabulation of returned proxies and the certification of the vote to the
Fund.
12. FORM N-SAR
---- -----
RPS shall maintain such records, if any, as shall enable the Fund to
fulfill the requirements of Form N-SAR.
13. WITHHOLDING
-----------
The Fund and RPS shall agree to procedures to be followed with respect to
RPS's responsibilities in connection with compliance for federal withholding
on distributions to Participants from Retirement Accounts.
C. FEES AND OUT-OF-POCKET EXPENSES
-------------------------------
Each Fund shall pay to RPS for its services hereunder fees computed as set
forth in the Fee Schedule attached hereto. Except as provided below, RPS will
be responsible for all expenses relating to the providing of services. Each
Fund, however, will reimburse RPS for the following out-of-pocket expenses and
charges incurred in providing services:
1.
Postage. The cost of postage and freight for mailing materials, including
--------
confirmations and statements as well as Fund prospectuses and Fund
shareholder reports, to Participants with investments in the Fund, or
their agents, including overnight delivery, UPS and other express mail
services and special courier services required to transport mail between
RPS locations and mail processing vendors.
2.
Proxies. The cost to mail proxy cards and other material supplied to it
-------
by the Fund and costs related to the receipt, examination and tabulation
of returned proxies and the certification of the vote to the Fund.
3. Communications
--------------
a. Print. The printed forms used internally and externally for
-----
documentation and processing Participant, or their agent's, inquiries
and requests; paper and envelope supplies for letters, notices, and
other written communications sent to Administrators and Participants, or
their agents.
b.
Print & Mail House. The cost of internal and third party printing and
----- - ---- -----
mail house services, including printing of statements and reports.
c. Voice and Data. The cost of equipment (including associated
----- --- ----
maintenance), supplies and services used for communicating with the
Participants or their Administrator, the Fund's transfer agent, other
Fund offices, and other agents of either the Fund or RPS. These charges
shall include:
^
telephone toll charges (both incoming and outgoing, local, long
distance and mailgrams); and
^
data and telephone lines and associated equipment such as modems,
multiplexers, and facsimile equipment.
4.
Record Retention. The cost of maintenance and supplies used to maintain,
------ ---------
microfilm, copy, record, index, display, retrieve, and store, in optical
disc, cd rom or microfiche or microfilm form, documents and records.
5.
Disaster Recovery. The cost of services, equipment, facilities and other
-------- --------
charges necessary to provide disaster recovery for any and all services
listed in this Agreement.
D. REPRESENTATIONS AND WARRANTIES OF RPS
-------------------------------------
RPS represents and warrants to the Fund that:
1. It is a corporation duly organized and existing and in good standing under
the laws of Maryland.
2. It is duly qualified to carry on its business in Maryland, Florida and
Colorado.
3.
It is empowered under applicable laws and by its charter and by-laws to enter
into and perform this Agreement.
4.
All requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
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.
6. It is registered with the Securities and Exchange Commission as a Transfer
Agent pursuant to Section 17A of the '34 Act.
E. REPRESENTATIONS AND WARRANTIES OF THE FUND
------------------------------------------
The Fund represents and warrants to RPS that:
1.
It is a corporation or business trust duly organized and existing and in good
standing under the laws of Maryland, or Massachusetts, as the case may be.
2.
It is empowered under applicable laws and by its Articles of Incorporation or
Declaration of Trust, as the case may be, and By-Laws to enter into and
perform this Agreement.
3.
All proceedings required by said Articles of Incorporation or Declaration of
Trust, as the case may be, and By-Laws have been taken to authorize it to
enter into and perform this Agreement.
4. It is an investment company registered under the Act.
5.
A registration statement under the Securities Act of 1933 ("the '33 Act") is
currently effective and will remain effective, and appropriate state
securities law filing have been made and will continue to be made, with
respect to all shares of the Fund being offered for sale.
F. STANDARD OF CARE/INDEMNIFICATION
--------------------------------
Notwithstanding anything to the contrary in this Agreement:
1. RPS shall not be liable to the Fund for any act or failure to act by it or
its agents or subcontractors on behalf of the Fund in carrying or attempting
to carry out the terms and provisions of this Agreement provided RPS has
acted in good faith and without negligence or willful misconduct and selected
and monitored the performance of its agents and subcontractors with
reasonable care.
2.
The Fund shall indemnify and hold RPS harmless from and against all losses,
costs, damages, claims, actions and expenses, including reasonable expenses
for legal counsel, incurred by RPS resulting from: (i) any action or omission
by RPS or its agents or subcontractors in the performance of their duties
hereunder; (ii) RPS acting upon instructions reasonably believed by it to
have been executed by a duly authorized officer of the Fund; or (iii) RPS
acting upon information provided by the Fund in form and under policies
agreed to by RPS and the Fund. RPS shall not be entitled to such
indemnification in respect of actions or omissions constituting negligence or
willful misconduct of RPS or where RPS has not exercised reasonable care in
selecting or monitoring the performance of its agents or subcontractors.
3. Except as provided in Article K of this Agreement, RPS shall indemnify and
hold harmless the Fund from all losses, costs, damages, claims, actions and
expenses, including reasonable expenses for legal counsel, incurred by the
Fund resulting from negligence or willful misconduct of RPS or which result
from RPS' failure to exercise reasonable care in selecting or monitoring the
performance of its agents or subcontractors. The Fund shall not be entitled
to such indemnification in respect of actions or omissions constituting
negligence or willful misconduct of such Fund or its agents or
subcontractors; unless such negligence or misconduct is attributable to RPS.
4. In determining RPS' liability, an isolated error or omission will normally
not be deemed to constitute negligence when it is determined that:
^ RPS had in place "appropriate procedures;"
^ the employees responsible for the error or omission had been
reasonably trained and were being appropriately monitored; and
^
the error or omission did not result from wanton or reckless conduct
on the part of the employees.
It is understood that RPS is not obligated to have in place separate
procedures to prevent each and every conceivable type of error or omission.
The term "appropriate procedures" shall mean procedures reasonably
designed to prevent and detect errors and omissions. In determining the
reasonableness of such procedures, weight will be given to such factors as
are appropriate, including the prior occurrence of any similar errors or
omissions when such procedures were in place and transfer agent industry
standards in place at the time of the occurrence.
5.
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes or other causes
reasonably beyond its control, such party shall not be liable to the other
party for any loss, cost, damage, claims, actions or expense resulting from
such failure to perform or otherwise from such causes.
6.
In order that the indemnification provisions contained in this Article F
shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The
party who may be required to indemnify shall have the option to participate
with the party seeking indemnification in the defense of such claim, or to
defend against said claim in its own name or in the name of the other
party. The party seeking indemnification shall in no case confess any
claim or make any compromise in any case in which the other party may be
required to indemnify it except with the other party's prior written
consent.
7. Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
G. DUAL INTERESTS
--------------
It is understood that some person or persons may be directors, officers, or
shareholders of both RPS and the Fund and that the existence of any such dual
interest shall not affect the validity of this Agreement or of any transactions
hereunder except as otherwise provided by a specific provision of applicable
law.
H. DOCUMENTATION
-------------
1.
As requested by RPS, the Fund shall promptly furnish to RPS the following:
a.
copy of the resolution of the Directors/Trustees of the Fund
authorizing the appointment of RPS and the execution and delivery of
this Agreement;
b.
A copy of the Articles of Incorporation or Declaration of Trust, as
the case may be, and By-Laws of the Fund and all amendments thereto;
c.
An opinion of counsel for the Fund with respect to the validity of
the stock, the number of Shares authorized, the status of redeemed
Shares, and the number of Shares with respect to which a
Registration Statement has been filed and is in effect; and
d.
A copy of the Fund's current and new prospectuses and shareholder
reports issued by the Fund.
The delivery of any such document to either party hereto for the purpose of
any other agreement to which the Fund and RPS are or were parties shall be
deemed to be delivery for the purposes of this Agreement.
2.
As requested by RPS, the Fund will also furnish to RPS from time to
time the following documents:
a.
Each resolution of the Board of Directors/Trustees of the Fund
authorizing the original issue of its shares;
b.
Each Registration Statement filed with the Securities and Exchange
Commission and amendments and orders thereto in effect with respect
to the sale of shares with respect to the Fund;
c.
A certified copy of each amendment to the Articles of Incorporation
or Declaration of Trust, and the By-Laws of the Fund;
d.
Certified copies of each vote of the Board of Directors/Trustees
authorizing officers to give instructions to the Fund; and
e.
Such other documents or opinions which RPS, in its discretion, may
reasonably deem necessary or appropriate in the proper performance
of its duties under this Agreement.
3. RPS hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Fund for safekeeping of check forms and
facsimile signature imprinting devices, if any, and for the preparation or
use, and for keeping account of, such forms and devices.
I. RECORDKEEPING/CONFIDENTIALITY
-----------------------------
1.
RPS shall keep records relating to the services to be performed hereunder,
in the form and manner as it may deem advisable, provided that RPS shall
keep all records in such form and in such manner as required by applicable
law, including the Act and the '34 Act.
2. RPS and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement
shall remain confidential, and shall not be voluntarily disclosed to any
other person, except: (a) after prior notification to and approval in
writing by the other party hereto, which approval shall not be unreasonably
withheld and may not be withheld where RPS or the Fund may be exposed to
civil or criminal contempt proceedings for failure to comply; (b) when
requested to divulge such information by duly constituted governmental
authorities; (c) after so requested by the other party hereto; or (d) by
the Administrator. The permission of the Administrator may be required
before disclosure is made to the Funds.
J. OWNERSHIP OF SOFTWARE AND RELATED MATERIAL
------------------------------------------
All computer programs, magnetic tapes, written procedures and similar items
purchased and/or developed and used by RPS in performance of the Agreement shall
be the property of RPS and will not become the property of the Fund.
K. AS OF TRANSACTIONS
------------------
For purposes of this Article K, the term "TRANSACTION" shall mean any
single or "related transaction" (as defined below) involving the purchase or
redemption of shares (including exchanges) processed at a time other than the
time of the computation of the Fund's net asset value per share next computed
after receipt of any such transaction order by RPS due to an act or omission of
RPS. "AS OF PROCESSING" refers to the processing of these Transactions. If
more than one Transaction ("RELATED TRANSACTION") in the Fund is caused by or
occurs as a result of the same act or omission, such transactions shall be
aggregated with other transactions in the Fund and be considered as one
Transaction.
1. REPORTING
RPS shall:
a.
Utilize a system to identify all Transactions, and shall compute the
net effect of such Transactions upon the Fund on a daily, monthly
and rolling 365 day basis. The monthly and rolling 365 day periods
are hereinafter referred to as "CUMULATIVE."
b.
Supply to the Fund, from time to time as mutually agreed upon, a
report summarizing the Transactions and the daily and Cumulative net
effects of such Transactions both in terms of aggregate dilution and
loss ("DILUTION") or gain and negative dilution ("GAIN")
experienced by the Fund, and the impact such Gain or Dilution has
had upon the Fund's net asset value per share.
c.
With respect to any Transaction which causes Dilution to the Fund of
$100,000 or more, immediately provide the Fund: (i) a report
identifying the Transaction and the Dilution resulting therefrom,
(ii) the reason such Transaction was processed as described above,
and (iii) the action that RPS has or intends to take to prevent the
reoccurrence of such as of processing ("REPORT").
2. LIABILITY
a.
It will be the normal practice of the Fund not to hold RPS liable
with respect to any Transaction which causes Dilution to any single
Fund of less than $25,000. RPS will, however, closely monitor for
each Fund the daily and Cumulative
Gain/Dilution which is caused by Transactions of less than $25,000.
When the Cumulative Dilution to any Fund exceeds 3/10 of 1% per
share, RPS, in consultation with counsel to the Fund, will make
appropriate inquiry to determine whether it should take any remedial
action. RPS will report to the Board of Directors/Trustees of the
Fund ("BOARD"), as appropriate, any action it has taken.
b.
Where a Transaction causes Dilution to a Fund greater than $25,000
("SIGNIFICANT TRANSACTION") but less than $100,000, RPS will review
with Counsel to the Fund the circumstances surrounding the
underlying Significant Transaction to determine whether the
Significant Transaction was caused by or occurred as a result of a
negligent act or omission by RPS. If it is determined that the
Dilution is the result of a negligent action or omission by RPS, RPS
and outside counsel for the Fund will negotiate settlement. All
such Significant Transactions will be reported to the Audit
Committee at its annual meeting (unless the settlement fully
compensates the Fund for any Dilution). Any Significant
Transaction, however, causing Dilution in excess of the lesser of
$100,000 or a xxxxx per share will be promptly reported to the Board
--------
and resolved at the next scheduled Board Meeting. Settlement for
Significant Transactions causing Dilution of $100,000 or more will
not be entered into until approved by the Board. The factors to
consider in making any determination regarding the settlement of a
Significant Transaction would include but not be limited to:
i.
Procedures and controls adopted by RPS to prevent As Of
Processing;
ii.
Whether such procedures and controls were being followed at the
time of the Significant Transaction;
iii.
The absolute and relative volume of all transactions processed by
RPS on the day of the Significant Transaction;
iv.
The number of Transactions processed by RPS during prior relevant
periods, and the net Dilution/Gain as a result of all such
Significant Transactions to the Fund and to all other Funds; and
v.
The prior response of RPS to recommendations made by the Funds
regarding improvement to RPS^s As Of Processing procedures.
c.
In determining RPS' liability with respect to a Significant Transaction, an
isolated error or omission will normally not be deemed to constitute negligence
when it is
determined that:
^
RPS had in place "appropriate procedures".
^
the employees responsible for the error or omission had been
reasonably trained and were being appropriately monitored; and
^
the error or omission did not result from wanton or reckless conduct
on the part of the employees.
It is understood that RPS is not obligated to have in place separate
procedures to prevent each and every conceivable type of error or
omission. The term "appropriate procedures" shall mean procedures
reasonably designed to prevent and detect errors and omissions. In
determining the reasonableness of such procedures, weight will be
given to such factors as are appropriate, including the prior
occurrence of any similar errors or omissions when such procedures
were in place and transfer agent industry standards in place at the
time of the occurrence.
L. TERM AND TERMINATION OF AGREEMENT
---------------------------------
1.
This Agreement shall run for a period of one (1) year from the date first
written above and will be renewed from year to year thereafter unless
terminated by either party as provided hereunder.
2.
This Agreement may be terminated by the Funds upon one hundred twenty (120)
days' prior written notice to RPS; and by RPS, upon three hundred
sixty-five (365) days' prior written notice to the Fund.
3.
Upon termination hereof, the Fund shall pay to RPS such compensation as may
be due as of the date of such termination, and shall likewise reimburse for
out-of-pocket expenses related to its services hereunder.
M. NOTICE
------
Any notice as required by this Agreement shall be sufficiently given (i)
when sent to an authorized person of the other party at the address of such
party set forth above or at such other address as such party may from time to
time specify in writing to the other party; or (ii) as otherwise agreed upon by
appropriate officers of the parties hereto.
N. ASSIGNMENT
----------
Neither this Agreement nor any rights or obligations hereunder may be
assigned either voluntarily or involuntarily, by operation of law or otherwise,
by either party without the prior written consent of the other party.
O. AMENDMENT/INTERPRETIVE PROVISIONS
---------------------------------
The parties by mutual written agreement may amend this Agreement at any
time. In addition, in connection with the operation of this Agreement, RPS and
the Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions are to be signed by all parties and annexed hereto, but no
such provision shall contravene any applicable federal or state law or
regulation and no such interpretive or additional provision shall be deemed to
be an amendment of this Agreement.
P. FURTHER ASSURANCES
------------------
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
Q. MARYLAND LAW TO APPLY
---------------------
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of Maryland.
R. MERGER OF AGREEMENT
-------------------
This Agreement, including the attached Schedule supersede any prior
agreement with respect to the subject hereof, whether oral or written.
S. COUNTERPARTS
------------
This Agreement may be executed by the parties hereto in any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
T. THE PARTIES
-----------
All references herein to "the Fund" are to each of the Funds listed on
Appendix A individually, as if this Agreement were between such individual Fund
and RPS. In the case of a series Fund or trust, all references to "the Fund"
are to the individual series or portfolio of such Fund or trust, or to such Fund
or trust on behalf of the individual series or portfolio, as appropriate. Any
reference in this Agreement to "the parties" shall mean RPS and such other
individual Fund as to which the matter pertains. The "Fund" also includes any
X. Xxxx Price Fund which may be established after the date of this Agreement.
Any reference in this Agreement to "the parties" shall mean the Funds and
RPS.
U. DIRECTORS, TRUSTEES AND SHAREHOLDERS AND MASSACHUSETTS BUSINESS TRUST
---------------------------------------------------------------------
It is understood and is expressly stipulated that neither the holders of
shares in the Fund nor any Directors or Trustees of the Fund shall be personally
liable hereunder. With respect to any Fund which is a party to this Agreement
and which is organized as a Massachusetts business trust, the term "Fund" means
and refers to the trustees from time to time serving under the applicable trust
agreement (Declaration of Trust) of such Trust as the same may be amended from
time to time. It is expressly agreed that the obligations of any such Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust of the Trust.
The execution and delivery of this Agreement has been authorized by the
Trustees and signed by an authorized officer of the Trust, acting as such, and
neither such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them, but shall bind
only the trust property of the Trust as provided in its Declaration of Trust.
V. CAPTIONS
--------
The captions in the Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers.
X. XXXX PRICE RETIREMENT PLAN X. XXXX PRICE FUNDS
SERVICES, INC.
/s/Xxxxxxx X. Xxxxx /s/Xxxxxx X. Xxxxxx
BY: ______________________________
BY:
--------------------------------------------------------------
Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxx
DATED:____________________________
DATED:____________________________
APPENDIX A
-------- -
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
X. XXXX PRICE DIVIDEND GROWTH FUND, INC.
X. XXXX PRICE EQUITY INCOME FUND
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE GNMA FUND
X. XXXX PRICE GROWTH & INCOME FUND, INC.
X. XXXX PRICE GROWTH STOCK FUND, INC.
X. XXXX PRICE HEALTH SCIENCES FUND, INC.
X. XXXX PRICE HIGH YIELD FUND, INC.
X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Equity Index 500 Fund
X. Xxxx Price Extended Equity Market Index Fund
X. Xxxx Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Bond Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Growth & Income Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Global Bond Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
X. XXXX PRICE MID-CAP GROWTH FUND, INC.
X. XXXX PRICE MID-CAP VALUE FUND, INC.
X. XXXX PRICE NEW AMERICA GROWTH FUND
X. XXXX PRICE NEW ERA FUND, INC.
X. XXXX PRICE NEW HORIZONS FUNDS, INC.
X. XXXX PRICE NEW INCOME FUND, INC.
X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC.
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
X. XXXX PRICE PRIME RESERVE FUND, INC.
X. XXXX PRICE REAL ESTATE FUND, INC.
X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC.
X. XXXX PRICE SHORT-TERM BOND FUND, INC.
X. XXXX PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
X. XXXX PRICE SMALL-CAP STOCK FUND, INC.
X. XXXX PRICE SMALL-CAP VALUE FUND, INC.
X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
X. XXXX PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
X. XXXX PRICE SUMMIT FUNDS, INC. on behalf of the:
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE VALUE FUND, INC.
AMENDMENT NO. 1
AGREEMENT
BETWEEN
X. XXXX PRICE RETIREMENT PLAN SERVICES, INC.
AND
EACH OF THE PARTIES INDICATED ON APPENDIX A
The Retirement Plan Services Contract of January 1, 2000, between X. Xxxx Price
Retirement Plan Services, Inc. and each of the Parties listed on Appendix A
thereto is hereby amended, as of February 9, 2000, by adding thereto
Institutional Equity Funds, Inc., on behalf of Institutional Large-Cap Value
Fund and Institutional Small-Cap Stock Fund; X. Xxxx Price Blue Chip Growth
Fund, Inc., on behalf of X. Xxxx Price Blue Chip Growth Fund-Advisor Class; X.
Xxxx Price Equity Income Fund, on behalf of X. Xxxx Price Equity Income Fund
-Advisor Class; X. Xxxx Price High Yield Fund, Inc., on behalf of X. Xxxx Price
High Yield Fund-Advisor Class; X. Xxxx Price International Funds, Inc., on
behalf of X. Xxxx Price International Bond Fund-Advisor Class and X. Xxxx Price
International Stock Fund-Advisor Class; X. Xxxx Price Mid-Cap Growth Fund, Inc.,
on behalf of X. Xxxx Price Mid-Cap Growth Fund-Advisor Class; X. Xxxx Price
Science & Technology Fund, Inc., on behalf of X. Xxxx Price Science & Technology
Fund-Advisor Class; X. Xxxx Price Small-Cap Stock Fund, Inc., on behalf of X.
Xxxx Price Small-Cap Stock Fund-Advisor Class; X. Xxxx Price Small-Cap Value
Fund, Inc., on behalf of X. Xxxx Price Small-Cap Value Fund-Advisor Class and X.
Xxxx Price Value Fund, Inc., on behalf of X. Xxxx Price Value Fund-Advisor
Class.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.
X. Xxxx Price Blue Chip Growth Fund-Advisor Class
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
X. XXXX PRICE DIVIDEND GROWTH FUND, INC.
X. XXXX PRICE EQUITY INCOME FUND
X. Xxxx Price Equity Income Fund-Advisor Class
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE GNMA FUND
X. XXXX PRICE GROWTH & INCOME FUND, INC.
X. XXXX PRICE GROWTH STOCK FUND, INC.
X. XXXX PRICE HEALTH SCIENCES FUND, INC.
X. XXXX PRICE HIGH YIELD FUND, INC.
X. Xxxx Price High Yield Fund-Advisor Class
X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Equity Index 500 Fund
X. Xxxx Price Extended Equity Market Index Fund
X. Xxxx Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Bond Fund
X. Xxxx Price International Bond Fund-Advisor Class
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Growth & Income Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price International Stock Fund-Advisor Class
X. Xxxx Price European Stock Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Global Bond Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
X. XXXX PRICE MID-CAP GROWTH FUND, INC.
X. Xxxx Price Mid-Cap Growth Fund-Advisor Class
X. XXXX PRICE MID-CAP VALUE FUND, INC.
X. XXXX PRICE NEW AMERICA GROWTH FUND
X. XXXX PRICE NEW ERA FUND, INC.
X. XXXX PRICE NEW HORIZONS FUNDS, INC.
X. XXXX PRICE NEW INCOME FUND, INC.
X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC.
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
X. XXXX PRICE PRIME RESERVE FUND, INC.
X. XXXX PRICE REAL ESTATE FUND, INC.
X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC.
X. Xxxx Price Science & Technology Fund-Advisor Class
X. XXXX PRICE SHORT-TERM BOND FUND, INC.
X. XXXX PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
X. XXXX PRICE SMALL-CAP STOCK FUND, INC.
X. Xxxx Price Small-Cap Stock Fund-Advisor Class
X. XXXX PRICE SMALL-CAP VALUE FUND, INC.
X. Xxxx Price Small-Cap Value Fund-Advisor Class
X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
X. XXXX PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
X. XXXX PRICE SUMMIT FUNDS, INC. on behalf of the:
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE VALUE FUND, INC.
X. Xxxx Price Value Fund-Advisor Class
Attest:
/s/Xxxxxxxx X. Xxxxxxx /s/Xxxxxx X. Xxxxxx
_____________________ _________________________
Xxxxxxxx X. Xxxxxxx, By: Xxxxxx X. Xxxxxx
Secretary Treasurer
Attest: X. XXXX PRICE RETIREMENT PLAN
SERVICES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/Xxxxx X. Xxxxxxx
_____________________ ____________________________
Xxxxxxx X. Xxx Xxxx, By: Xxxxx X. Xxxxxxx,
Secretary Vice President
