TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
X. XXXX PRICE SERVICES, INC.
AND
THE X. XXXX PRICE FUNDS
TABLE OF CONTENTS
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PAGE
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Article A Terms of Appointment 2
Article B Duties of Price Services 3
1. Receipt of Orders/Payments 3
2. Redemptions 5
3. Transfers 7
4. Confirmations 7
5. Returned Checks and ACH Debits7
6. Redemption of Shares under a Hold 8
7. Dividends, Distributions and Other Corporate Actions 10
8. Abandoned Property and Lost Shareholders10
9. Books and Records 11
10. Authorized Issued and Outstanding Shares13
11. Tax Information13
12. Information to be Furnished to the Fund 13
13. Correspondence 14
14. Lost or Stolen Securities14
15. Telephone/Computer Services 14
16. Collection of Shareholder Fees15
17. Form N-SAR15
18. Cooperation With Accountants 15
19. Blue Sky 15
20. Other Services 15
Article C Fees and Out-of-Pocket Expenses 15
Article D Representations and Warranties of the Price Services 17
Article E Representations and Warranties of the Fund .18
Article F Standard of Care/Indemnification 18
Article G Dual Interests 20
Article H Documentation 21
Article I References to Price Services 22
Article J Compliance with Governmental Rules and Regulations22
i
Article K Ownership of Software and Related Material 23
Article L Quality Service Standards23
Article M As of Transactions 23 Article N Term and Termination of Agreement 26
Article O Notice 26 Article P Assignment27 Article Q Amendment/Interpretive
Provisions 27 Article R Further Assurances 27 Article S Maryland Law to Apply 27
Article T Merger of Agreement 27 Article U Counterparts 28 Article V The Parties
28 Article W Directors, Trustees, Shareholders and Massachusetts Business Trust
28 Article X Captions 29
ii
TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the first day of January, 2001, by and between X. XXXX
PRICE SERVICES, INC., a Maryland corporation having its principal office and
place of business at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("PRICE
SERVICES"), 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 such Fund individually hereinafter
referred to as "THE FUND", whose definition may be found in Article V);
WHEREAS, the Fund desires to appoint Price Services as its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and Price Services desires to accept such appointment;
WHEREAS, Price Services 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 ("'34 ACT") and will notify each Fund promptly
if such registration is revoked or if any proceeding is commenced before the
Securities and Exchange Commission which may lead to such revocation;
WHEREAS, Price Services has the capability of providing shareholder
services on behalf of the Funds for the accounts of shareholders in the Funds,
including banks and brokers on behalf of underlying clients;
WHEREAS, certain of the Funds are named investment options under various
tax-sheltered retirement plans including, but not limited to, individual
retirement accounts, Sep-IRA's, SIMPLE plans, deferred compensation plans,
403(b) plans, and profit sharing, thrift, and money purchase pension plans for
self-employed individuals and professional partnerships and corporations,
(collectively referred to as "RETIREMENT PLANS");
WHEREAS, Price Services also has the capability of providing special
services, on behalf of the Funds, for the accounts of shareholders participating
in these Retirement Plans ("RETIREMENT ACCOUNTS").
WHEREAS, Price Services may subcontract or jointly contract with other
parties, on behalf of the Funds to perform certain of the functions and services
described herein including services to Retirement Plans and Retirement Accounts;
WHEREAS, Price Services may enter into agreements with certain third party
intermediaries, who will perform certain of the services described herein for
beneficial shareholders of the Funds and may accept orders on behalf of the Fund
from such beneficial shareholders;
WHEREAS, Price Services may also enter into, on behalf of the Funds,
certain banking relationships to perform various banking services including, but
not limited to, check deposits, check disbursements, automated clearing house
transactions ("ACH") and wire transfers.
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 Price Services to act, and Price Services agrees to
act, as the Fund's transfer agent,
dividend disbursing agent and agent in connection with: (1) the Fund's
authorized and issued shares of its common stock or shares of beneficial
interest (all such stock and shares to be referred to as "SHARES"); (2) any
dividend reinvestment or other services provided to the shareholders of the Fund
("SHAREHOLDERS"), including, without limitation, any periodic investment plan or
periodic withdrawal program; and (3) certain Retirement Plan and Retirement
Accounts as agreed upon by the parties.
The parties to the Agreement hereby acknowledge that from time to time,
Price Services and X. Xxxx Price Trust Company may enter into contracts ("OTHER
CONTRACTS") with employee benefit plans and/or their sponsors for the provision
of certain plan participant services to Retirement Plans and Retirement
Accounts. Compensation paid to Price Services pursuant to this Agreement is with
respect to the services described herein and not with respect to services
provided under Other Contracts.
B. DUTIES OF PRICE SERVICES
------------------------
Price Services agrees that it will perform the following services:
1. RECEIPT OF ORDERS/PAYMENTS
------- -- ---------------
Receive for acceptance, orders/payments for the purchase of Shares and
promptly deliver payment and appropriate documentation thereof to the
authorized custodian of the Fund (the "CUSTODIAN"). Upon receipt of any
check or other instrument drawn or endorsed to it as agent for, or
identified as being for the account of, the Fund, Price Services will
process the order as follows:
/2/ Examine the check to determine if the check conforms to the Funds'
acceptance procedures (including certain third-party check
procedures). If the check con-
forms, Price Services will endorse the check and include the date of
receipt, will process the same for payment, and deposit the net
amount to the parties agreed upon designated bank account prior to
such deposit in the Custodial account, and will notify the Fund and
the Custodian, respectively, of such deposits (such notification to
be given on a daily basis of the total amount deposited to said
accounts during the prior business day);
/2/ Subject to guidelines mutually agreed upon by the Funds and Price
Services, excess balances, if any, resulting from deposit in these
designated bank accounts will be invested and the income therefrom
will be used to offset fees which would otherwise be charged to the
Funds under this Agreement;
/2/ Ensure that any documentation received from Shareholder is in
"good order" and all appropriate documentation is received to
establish an account.
/2/ Open a new account, if necessary, and credit the account of the
investor with the number of Shares to be purchased according to the
price of the Fund's Shares in effect for purchases made on that
date, subject to any instructions which the Fund may have given to
Price Services with respect to acceptance of orders for Shares;
/2/ Maintain a record of all unpaid purchases and report such
information to the Fund daily;
/2/ Process periodic payment orders, as authorized by investors, in
accordance with the payment procedures mutually agreed upon by both
parties;
/2/ Receive monies from Retirement Plans and determine the proper
allocation of such monies to the Retirement Accounts based upon
instructions received from Retirement Plan participants or
Retirement Plan administrators ("ADMINISTRATORS");
/2/ Process orders received from third party intermediaries on behalf
of beneficial Shareholders for omnibus accounts and individual
accounts in the Funds in accordance with procedures established by
agreement with such intermediaries. Receipt of orders by such third
party intermediaries shall be deemed receipt by the Fund for
purposes of Rule 22c-1 of the Investment Company Act of 1940; and
/2/ Process telephone orders for purchases of Fund shares from the
Shareholder's bank account (via wire or ACH) to the Fund in
accordance with procedures mutually agreed upon by both parties.
Upon receipt of funds through the Federal Reserve Wire System that are
designated for purchases in Funds which declare dividends at 12:00 p.m. (or
such time as set forth in the Fund's current prospectus), Price Services
shall promptly notify the Fund and the Custodian of such deposit.
2. REDEMPTIONS
-----------
Receive for acceptance redemption requests, including telephone redemptions
and requests received from Administrators for distributions to participants
or their designated beneficiaries or for payment of fees due the
Administrator or such other person, including Price Services, and deliver
the appropriate documentation thereof to the Custo-
xxxx. Price Services shall receive and stamp with the date of receipt, all
requests for redemptions of Shares (including all certificates delivered to
it for redemption) and shall process said redemption requests as follows,
subject to the provisions of Section 6 hereof:
/2/ Examine the redemption request and, for written redemptions, the
supporting documentation, to determine that the request is in good
order and all requirements have been met;
/2/ Notify the Fund on the next business day of the total number of
Shares presented and covered by all such requests;
/2/ For those Funds that impose redemption fees, calculate the fee
owed on the redemption in accordance with the guidelines established
between the Fund and Price Services;
/2/ As set forth in the prospectus of the Fund, and in any event, on
or prior to the seventh (7th) calendar day succeeding any such
request for redemption, Price Services shall, from funds available
in the accounts maintained by Price Services as agent for the Funds,
pay the applicable redemption price in accordance with the current
prospectus of the Fund, to the investor, participant, beneficiary,
Administrator or such other person, as the case may be;
/2/ Instruct custodian to wire redemption proceeds to a designated
bank account of Price Services. Subject to guidelines mutually
agreed upon by the Funds and Price Services, excess balances, if
any, resulting from deposit in these bank accounts will be invested
and the income therefrom will be used to offset fees which would
otherwise be charged to the Funds under this Agreement;
/2/ If any request for redemption does not comply with the Fund's
requirements,
Price Services shall promptly notify the investor of such fact,
together with the reason therefore, and shall effect such redemption
at the price in effect at the time of receipt of all appropriate
documents;
/2/ Make such withholdings as may be required under applicable Federal
tax laws;
/2/ In the event redemption proceeds for the payment of fees are to be
wired through the Federal Reserve Wire System or via ACH, Price
Services shall cause such proceeds to be wired in Federal funds or
via ACH to the bank account designated by Shareholder; and
/2/ Process redemption orders received from third party intermediaries
on behalf of beneficial Shareholders for omnibus accounts and
individual accounts in the Funds in accordance with procedures
established by agreement with such intermediaries. Receipt of
redemption orders by such third party intermediaries shall be deemed
receipt by the Fund for purposes of Rule 22c-1 of the Investment
Company Act of 1940;
/2/ Process periodic redemption orders as authorized by the investor
in accordance with the periodic withdrawal procedures for Systematic
Withdrawal Plan ("SWP") and systematic ACH redemptions mutually
agreed upon by both parties.
Procedures and requirements for effecting and accepting redemption orders
from investors by telephone, Tele*Access, computer, or written instructions
shall be established by mutual agreement between Price Services and the
Fund consistent with the Fund's current prospectus.
3. TRANSFERS
---------
Effect transfers of Shares by the registered owners thereof upon receipt of
appropriate instructions and documentation and examine such instructions
for conformance with appropriate procedures and requirements. In this
regard, Price Services, upon receipt of a proper request for transfer,
including any transfer involving the surrender of certificates of Shares,
is authorized to transfer, on the records of the Fund, Shares of the Fund,
including cancellation of surrendered certificates, if any, to credit a
like amount of Shares to the transferee.
4. CONFIRMATIONS
-------------
Mail all confirmations and statements as well as other enclosures requested
by the Fund to the shareholder, and in the case of Retirement Accounts, to
the Administrators, as may be required by the Funds or by applicable
Federal or state law.
5. RETURNED CHECKS AND ACH DEBITS
-------- ------ --- --- ------
In order to minimize the risk of loss to the Fund by reason of any check
being returned unpaid, Price Services will promptly identify and follow-up
on any check or ACH debit returned unpaid. For items returned, Price
Services may telephone the investor and/or redeposit the check or debit for
collection or cancel the purchase, as deemed appropriate. Price Services
and the Funds will establish procedures for the collection of money owed
the Fund from investors who have caused losses due to these returned items.
6. REDEMPTION OF SHARES UNDER A HOLD
---------- -- ------ ----- - ----
/2/ UNCOLLECTED FUNDS.
Shares purchased by personal, corporate, governmental check,
cashier's, treasurer's, certified or official checks or by ACH will
be considered uncollected until the tenth calendar date following
the trade date of the trade ("UNCOLLECTED FUNDS");
/2/ GOOD FUNDS. Shares purchased by wire transfer or automatically
through a shareholder's paycheck will be considered collected
immediately ("GOOD FUNDS"). Absent information to the contrary
(i.e., notification from the payee institution), Uncollected Funds
will be considered Good Funds on the tenth calendar day following
trade date.
/2/ REDEMPTION OF UNCOLLECTED FUNDS
/2/ Shareholders making telephone requests for redemption of shares
purchased with Uncollected Funds will be given two options:
1.
The Shareholder will be permitted to exchange to another Fund
until the payment is deemed Good Funds; or
2.
The redemption can be processed utilizing the same procedures
for written redemptions described below.
/2/ If a written redemption request is made for shares where any
portion of the payment for said shares is in Uncollected Funds, and
the request is in good order, Price Services will promptly obtain
the information relative to the payment necessary to determine when
the payment becomes Good Funds. The redemption will be processed in
accordance with normal procedures, and the proceeds
will be held until confirmation that the payment is Good Funds. On
the seventh (7th) calendar day after trade date, and each day
thereafter until either confirmation is received or the tenth (10th)
calendar day Price Services will call the paying institution to
request confirmation that the check or ACH in question has been
paid. On the tenth calendar day after trade date, the redemption
proceeds will be released, regardless of whether confirmation has
been received.
/2/ CHECKWRITING REDEMPTIONS.
/2/ Daily, all checkwriting redemptions $10,000 and over reported as
Uncollected Funds or insufficient funds will be reviewed. An attempt
will be made to contact the shareholder to make good the funds
(through wire, exchange, transfer). Generally by 12:00 p.m. the same
day, if the matter has not been resolved, the redemption request
will be rejected and the check returned to the Shareholder.
/2/ All checkwriting redemptions under $10,000 reported as Uncollected
or insufficient funds will be rejected and the check returned to the
Shareholder. The Funds and Services may agree to contact
shareholders presenting checks under $10,000 reported as
insufficient to obtain alternative instructions for payment.
/2/ CONFIRMATIONS OF AVAILABLE FUNDS. The Fund expects that situations
may develop whereby it would be beneficial to determine if a person
who has placed an order for Shares has sufficient funds in his or
her checking account to cover the payment for the Shares purchased.
When this situation occurs, Price Services may call the bank in
question and request that it confirm that sufficient funds to cover
the purchase are currently credited to the account in ques-
tion. Price Services will maintain written documentation or a
recording of each telephone call which is made under the procedures
outlined above. None of the above procedures shall preclude Price
Services from inquiring as to the status of any check received by it
in payment for the Fund's Shares as Price Services may deem
appropriate or necessary to protect both the Fund and Price
Services. If a conflict arises between Section 2 and this Section 6,
Section 6 will govern.
7. DIVIDENDS, DISTRIBUTIONS AND OTHER CORPORATE ACTIONS
---------- ------------- --- ----- --------- -------
/2/ The Fund will promptly inform Price Services of the declaration of
any dividend, distribution, stock split or any other distributions
of a similar kind on account of its Capital Stock.
/2/ Price Services shall act as Dividend Disbursing Agent for the
Fund, and as such, shall prepare and make income and capital gain
payments to investors. As Dividend Disbursing Agent, Price Services
will on or before the payment date of any such dividend or
distribution, notify the Custodian of the estimated amount required
to pay any portion of said dividend or distribution which is payable
in cash, and the Fund agrees that on or about the payment date of
such distribution, it shall instruct the Custodian to make available
to Price Services sufficient funds for the cash amount to be paid
out. If an investor is entitled to receive additional Shares by
virtue of any such distribution or dividend, appropriate credits
will be made to his or her account.
8. ABANDONED PROPERTY AND LOST SHAREHOLDERS
--------- -------- --- ---- ------------
In accordance with procedures agreed upon by both parties, report
abandoned property to appropriate state and governmental authorities
of the Fund. Price Services shall, 90 days prior to the annual
reporting of abandoned property to each of the states, make reasonable
attempts to locate Shareholders for which (a) checks, tax forms,
statements or confirms have been returned; (b) for which accounts have
aged outstanding checks; or (c) accounts with share balances that have
been coded with stop mail and meet the dormancy period guidelines
specified in the individual states. Price Services shall make
reasonable attempts to contact shareholders for those accounts which
have significant aged outstanding checks and those checks meet a
specified dollar threshold. Price Services shall also comply with
applicable securities regulations with respect to searching for lost
shareholders.
9. BOOKS AND RECORDS
----- --- -------
Maintain records showing for each Shareholder's account, Retirement
Plan or Retirement Account, as the case may be, the following: /2/
Names, address and tax identification number; /2/ Number of Shares
held; /2/ Certain historical information regarding the account of each
Shareholder, including dividends and distributions distributed in
cash or invested in Shares;
/2/ Pertinent information regarding the establishment and maintenance
of Retirement Plans and Retirement Accounts necessary to properly
administer each account;
/2/ Information with respect to the source of dividends and
distributions allocated
among income (taxable and nontaxable income), realized short-term
gains and realized long-term gains;
/2/ Any stop or restraining order placed against a Shareholder's
account;
/2/ Information with respect to withholdings on domestic and foreign
accounts;
/2/ Any instructions from a Shareholder including, all forms furnished
by the Fund and executed by a Shareholder with respect to (i)
dividend or distribution elections, and (ii) elections with respect
to payment options in connection with the redemption of Shares;
/2/ Any correspondence relating to the current maintenance of a
Shareholder's account;
/2/ Certificate numbers and denominations for any Shareholder holding
certificates;
/2/ Any information required in order for Price Services to perform
the calculations contemplated under this Agreement.
Price Services shall maintain files and furnish statistical and other
information as required under this Agreement and as may be agreed upon from
time to time by both parties or required by applicable law. However, Price
Services reserves the right to delete, change or add any information to the
files maintained; provided such deletions, changes or additions do not
contravene the terms of this Agreement or applicable law and do not
materially reduce the level of services described in this Agreement. Price
Services shall also use its best efforts to obtain additional statistical
and other information as each Fund may reasonably request for additional
fees as may be agreed to by both parties.
Any such records maintained pursuant to Rule 31a-1 under the Investment
Company Act of 1940 ("THE ACT") will be preserved for the periods and
maintained in a manner prescribed in Rule 31a-2 thereunder. Disposition of
such records after such prescribed periods shall be as mutually agreed upon
by the Fund and Price Services. The retention of such records, which may be
inspected by the Fund at reasonable times, shall be at the expense of the
Fund. All records maintained by Price Services in connection with the
performance of its duties under this Agreement will remain the property of
the Fund and, in the event of termination of this Agreement, will be
delivered to the Fund as of the date of termination or at such other time
as may be mutually agreed upon.
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 after prior
notification to and approval by the other party hereto, which approval
shall not be unreasonably withheld and may not be withheld where Price
Services or the Fund may be exposed to civil or criminal contempt
proceedings for failure to comply; when requested to divulge such
information by duly constituted governmental authorities; or after so
requested by the other party hereto.
10. AUTHORIZED ISSUED AND OUTSTANDING SHARES
---------- ------ --- ----------- ------
Record the issuance of Shares of the Fund and maintain, pursuant to Rule
17Ad-10(e) of the '34 Act, a record of the total number of Shares of the
Fund which are authorized, issued and outstanding, based upon data provided
to it by the Fund. Price Services shall also provide the Fund on a regular
basis the total number of Shares which are authorized and issued and
outstanding. Price Services 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 issuance or sale of such
Shares.
11. TAX INFORMATION
--- -----------
Prepare and file with the Internal Revenue Service and with other
appropriate state agencies and, if required, mail to investors, those
returns for reporting dividends and distributions paid as required to be so
filed and mailed, and shall withhold such sums required to be withheld
under applicable Federal income tax laws, rules, and regulations.
Additionally, Price Services will file and, as applicable, mail to
investors, any appropriate information returns required to be filed in
connection with Retirement Plan processing, such as 1099R, 5498, as well as
any other appropriate forms that the Fund or Price Services may deem
necessary. The Fund and Price Services shall agree to procedures to be
followed with respect to Price Services' responsibilities in connection
with compliance with back-up withholding and other tax laws.
12. INFORMATION TO BE FURNISHED TO THE FUND
----------- -- -- --------- -- --- ----
Furnish to the Fund such information as may be agreed upon between the Fund
and Price Services including any information that the Fund and Price
Services agree is necessary to the daily operations of the business.
13. CORRESPONDENCE
--------------
Promptly and fully answer correspondence from shareholders and
Administrators relating to Shareholder Accounts, Retirement Accounts,
transfer agent procedures, and such other correspondence as may from time
to time be mutually agreed upon with the Funds. Unless otherwise
instructed, copies of all correspondence will be retained
by Price Services in accordance with applicable law and procedures.
14. LOST OR STOLEN SECURITIES
---- -- ------ ----------
Pursuant to Rule 17f-1 of the '34 Act, report to the Securities Information
Center and/or the FBI or other appropriate person on Form X-17-F-1A all
lost, stolen, missing or counterfeit securities. Provide any other services
relating to lost, stolen or missing securities as may be mutually agreed
upon by both parties.
15. TELEPHONE/COMPUTER SERVICES
------------------ --------
Maintain a Telephone Servicing Staff of representatives ("REPRESENTATIVES")
sufficient to timely respond to all telephonic inquiries reasonably
foreseeable. The Representatives will also effect telephone purchases,
redemptions, exchanges, and other transactions mutually agreed upon by both
parties, for those Shareholders who have authorized telephone services. The
Representatives shall require each Shareholder effecting a telephone
transaction to properly identify himself/herself before the transaction is
effected, in accordance with procedures agreed upon between by both
parties. Procedures for processing telephone transactions will be mutually
agreed upon by both parties. Price Services will also be responsible for
providing Tele*Access, On-Line Access and such other Services as may be
offered by the Funds from time to time. Price Services will maintain a
special Shareholder Servicing staff to service certain Shareholders with
substantial relationships with the Funds.
16. COLLECTION OF SHAREHOLDER FEES
---------- -- ----------- ----
Calculate and notify shareholders of any fees owed the Fund, its affiliates
or its agents. Such fees include the small account fee XXX custodial fee
and wire fee.
17. FORM N-SAR
---- -----
Maintain such records, if any, as shall enable the Fund to fulfill the
requirements of Form N-SAR.
18. COOPERATION WITH ACCOUNTANTS
----------- ---- -----------
Cooperate with each Fund's independent public accountants and take all
reasonable action in the performance of its obligations under the Agreement
to assure that the necessary information is made available to such
accountants for the expression of their opinion without any qualification
as to the scope of their examination, including, but not limited to, their
opinion included in each such Fund's annual report on Form N-SAR and annual
amendment to Form N-1A.
19. BLUE SKY
---- ---
Provide to the Fund or its agent, on a daily, weekly, monthly and quarterly
basis, and for each state in which the Fund's Shares are sold, sales
reports and other materials for blue sky compliance purposes as shall be
agreed upon by the parties.
20. OTHER SERVICES
----- --------
Provide such other services as may be mutually agreed upon
between Price
Services and the Fund.
C. FEES AND OUT-OF-POCKET EXPENSES
-------------------------------
Each Fund shall pay to Price Services and/or its agents for its Transfer
Agent Services hereunder, fees computed as set forth in Schedule A attached.
Except as provided below, Price Services will be responsible for all expenses
relating to the providing of Services. Each Fund, however, will reimburse Price
Services for the following out-of-pocket expenses and charges
incurred in providing Services:
/2/ POSTAGE. The cost of postage and freight for mailing materials to
Shareholders and Retirement Plan participants, or their agents,
including overnight delivery, UPS and other express mail services
and special courier services required to transport mail between
Price Services 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.
/2/ COMMUNICATIONS
/2/ PRINT. The printed forms used internally and externally for
documentation and processing Shareholder and Retirement Plan
participant, or their agent's inquiries and requests; paper and
envelope supplies for letters, notices, and other written
communications sent to Shareholders and Retirement Plan
participants, or their agents.
/2/ PRINT & MAIL HOUSE. The cost of internal and third party
printing and mail house services, including printing of statements
and reports.
/2/ VOICE AND DATA. The cost of equipment (including associated
maintenance), supplies and services used for communicating with and
servicing Shareholders of the Fund and Retirement Plan participants,
or their agents, and other Fund offices or other agents of either
the Fund or Price Services. These charges shall include:
/2/ telephone toll charges (both incoming and outgoing, local,
long distance
and mailgrams); and
/2/ data and telephone expenses to communicate with shareholders and
transfer shareholders between X. Xxxx Price facilities.
/2/ Production support, service enhancements and custom reporting
for the shareholder mainframe recordkeeping system.
/2/ RECORD RETENTION. The cost of maintenance and supplies used to
maintain, microfilm, copy, record, index, display, retrieve, and
store, in optical disc, microfiche or microfilm form, documents and
records.
/2/ 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.
Out-of-pocket costs will be billed at cost to the Funds. Allocation of
monthly costs among the Funds will generally be made based upon the number of
Shareholder and Retirement Accounts serviced by Price Services each month. Some
invoices for these costs will contain costs for both the Funds and other funds
serviced by Price Services. These costs will be allocated based on a reasonable
allocation methodology. Where possible, such as in the case of inbound and
outbound WATS charges, allocation will be made on the actual distribution or
usage.
D. REPRESENTATIONS AND WARRANTIES OF PRICE SERVICES
------------------------------------------------
Price Services 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, Colorado and
Florida;
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 is registered with the Securities and Exchange Commission as a Transfer
Agent pursuant to Section 17A of the '34 Act; and 6.
It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
E. REPRESENTATIONS AND WARRANTIES OF THE FUND
------------------------------------------
The Fund represents and warrants to Price Services 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; and 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
filings 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. Price
Services shall not be liable to any 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
Price Services 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 Price Services harmless from and against
all losses, costs, damages, claims, actions and expenses, including
reasonable expenses for legal counsel, incurred by Price Services resulting
from: (i) any action or omission by Price Services or its agents or
subcontractors in the performance of their duties hereunder; (ii) Price
Services acting upon instructions believed by it to have been executed by a
duly authorized officer of the Fund; or (iii) Price Services acting upon
information provided by the Fund in form and under policies agreed to by
Price Services and the Fund. Price Services shall not be entitled to such
indemnification in respect of actions or omissions constituting negligence
or willful misconduct of Price Services or where Price Services has not
exercised reasonable care in selecting or monitoring the performance of its
agents or subcontractors.
3.
Except as provided in Article M of this Agreement, Price Services 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 the negligence or willful misconduct of Price Services or which result
from Price Services' 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
Price Services.
4.
In determining Price Services' liability, an isolated error or omission
will normally not be deemed to constitute negligence when it is determined
that:
/2/ Price Services had in place "appropriate procedures;"
/2/ the employee(s) responsible for the error or omission had been
reasonably trained and were being appropriately monitored; and /2/ the
error or omission did not result from wanton or reckless conduct on
the part of the employee(s).
It is understood that Price Services 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, claim, action or expense resulting from such failure to
perform or otherwise from such causes.
6.
In order that the indemnification provisions contained in this Article E
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 the Funds and Price Services (including Price Services'
affiliates), 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
-------------
As requested by Price Services, the Fund shall promptly furnish to Price
Services the following:
/2/ A certified copy of the resolution of the Directors/Trustees of the
Fund authorizing the appointment of Price Services and the execution and
delivery of this Agreement;
/2/ 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;
/2/ As applicable, specimens of all forms of outstanding and new
stock/share certificates in the forms approved by the Board of
Directors/Trustees of the Fund with a certificate of the Secretary
of the Fund as to such approval;
/2/ All account application forms and other documents relating to
Shareholders' accounts;
/2/ 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
/2/ A copy of the Fund's current prospectus.
The delivery of any such document for the purpose of any other agreement to
which the Fund and Price Services are or were parties shall be deemed to be
delivery for the purposes of this Agreement.
/2/ As requested by Price Services, the Fund will also furnish from time to
time the following documents:
/2/ Each resolution of the Board of Directors/Trustees of the Fund
authorizing the original issue of its Shares;
/2/ 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;
/2/ A certified copy of each amendment to the Articles of Incorporation or
Declaration of Trust, and the By-Laws of the Fund;
/2/ Certified copies of each vote of the Board of Directors/Trustees
authorizing officers to give instructions to the Transfer Agent;
/2/ Such other documents or opinions which Price Services, in its
discretion, may reasonably deem necessary or appropriate in the
proper performance of its duties; and
/2/ Copies of new prospectuses issued.
Price Services hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund 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.
I. REFERENCES TO PRICE SERVICES
----------------------------
Each Fund agrees not to circulate any printed matter which contains any
reference to Price Services without the prior approval of Price Services,
excepting solely such printed matter that merely identifies Price Services as
agent of the Fund. The Fund will submit printed matter requiring approval to
Price Services in draft form, allowing sufficient time for review by Price
Services and its legal counsel prior to any deadline for printing. J. COMPLIANCE
WITH GOVERNMENTAL RULES AND REGULATIONS
--------------------------------------------------
Except as otherwise provided in the Agreement and except for the accuracy
of information
furnished to the Fund by Price Services, each Fund assumes full responsibility
for the preparation, contents and distribution of its prospectuses and
compliance with all applicable requirements of the Act, the '34 Act, the '33
Act, and any other laws, rules and regulations of governmental authorities
having jurisdiction over the Fund. Price Services shall be responsible for
complying with all laws, rules and regulations of governmental authorities
having jurisdiction over transfer agents and their activities.
K. OWNERSHIP OF SOFTWARE AND RELATED MATERIAL
------------------------------------------
All computer programs, magnetic tapes, written procedures and similar items
purchased and/or developed and used by Price Services in performance of the
Agreement shall be the property of Price Services and will not become the
property of the Fund.
L. QUALITY SERVICE STANDARDS
-------------------------
Price Services and the Fund may from time to time agree to certain quality
service standards, as well as incentives and penalties with respect to Price
Services' hereunder.
M. AS OF TRANSACTIONS
------------------
For purposes of this Article M, the term "TRANSACTION" shall mean any
single or "related transaction" (as defined below) involving the purchase or
redemption of Shares (including exchanges) that is 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 Price Services due to an
act or omission of Price Services. "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.
/2/ REPORTING
Price Services shall:
1.
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
hereafter referred to as "CUMULATIVE".
2.
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.
3.
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 Price Services has or intends to take to prevent
the reoccurrence of such as of processing ("REPORT").
/2/ LIABILITY
1.
It will be the normal practice of the Funds not to hold Price Services
liable with respect to any Transaction which causes Dilution to any
single Fund of less than $25,000. Price Services 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, Price
Services, in consultation with counsel to the Fund, will make
appropriate inquiry to determine whether it should take any remedial
action. Price Services will report to the Board of Directors/Trustees
of the Fund ("BOARD") any action it has taken.
2.
Where a Transaction causes Dilution to a Fund greater than $25,000
("SIGNIFICANT TRANSACTION"), but less than $100,000, Price Services
will review with Counsel to the Fund the circumstances surrounding the
underlying Transaction to determine whether the Transaction was caused
by or occurred as a result of a negligent act or omission by Price
Services. If it is determined that the Dilution is the result of a
negligent action or omission by Price Services, Price Services and
outside counsel for the Fund will negotiate settlement. Significant
Transactions greater than $25,000 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: /2/ Procedures and
controls adopted by Price Services to prevent As Of
Processing;
/2/ Whether such procedures and controls were being followed at the
time of the Significant Transaction;
/2/ The absolute and relative volume of all transactions processed by
Price Services
on the day of the Significant Transaction;
/2/ The number of Transactions processed by Price Services during
prior relevant periods, and the net Dilution/Gain as a result of all
such Transactions to the Fund and to all other Price Funds;
/2/ The prior response of Price Services to recommendations made by
the Funds regarding improvement to Price Services' As Of Processing
procedures.
3.
In determining Price Services' 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: /2/ Price
Services had in place "appropriate procedures". /2/ the employee(s)
responsible for the error or omission had been
reasonably trained and were being appropriately monitored; and
/2/ the error or omission did not result from wanton or reckless
conduct on the part of the employee(s).
It is understood that Price Services 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.
/2/ AS OF TRANSACTIONS - INTERMEDIARIES
If an As Of Transaction is performed by an intermediary, which is
designated by the Fund to received orders for Fund Shares, Price
Services shall cause such intermediary to promptly reimburse the Fund
for any Dilution caused by such As Of Transaction; provided, however,
Price Services shall not be obligated to seek reimbursement from such
intermediary if the Dilution is less than $100.
N. TERM AND TERMINATION OF AGREEMENT
---------------------------------
/2/ 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 Fund upon one hundred twenty
(120) days' written notice to Price Services; and by Price Services,
upon three hundred sixty-five (365) days' writing notice to the Fund.
/2/ Upon termination hereof, the Fund shall pay to Price Services 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.
O. 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.
P. 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, provided
this shall not preclude Price Services from employing such agents and
subcontractors as it deems appropriate to carry out its obligations set forth
hereunder.
Q. 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, Price
Services 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.
R. FURTHER ASSURANCES
------------------
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
S. MARYLAND LAW TO APPLY
---------------------
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of Maryland.
T. MERGER OF AGREEMENT
-------------------
This Agreement, including the attached Appendices and Schedules supersedes
any prior
agreement with respect to the subject hereof, whether oral or written.
U. COUNTERPARTS
------------
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instruments.
V. 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 Price Services. 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. The "Fund" also includes any X. Xxxx Price Funds which may be
established after the execution of this Agreement. Any reference in this
Agreement to "the parties" shall mean Price Services and such other individual
Fund as to which the matter pertains.
W. 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 autho-
rized 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.
X. 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 SERVICES, INC. X. XXXX PRICE FUNDS
BY: BY:
-------------------------------------------------
-------------------------------------------------
DATED:
---------------------------------------------
DATED:
---------------------------------------------
APPENDIX A
----------
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND
X. Xxxx Price Blue Chip Growth Fund--Advisor Class
X. XXXX PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE DEVELOPING TECHNOLOGIES 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 EQUITY SERIES, INC.
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price Mid-Cap Growth Portfolio
X. Xxxx Price Blue Chip Growth Portfolio
X. Xxxx Price Equity Index 500 Portfolio
X. Xxxx Price Health Sciences Portfolio
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE FIXED INCOME SERIES, INC.
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Prime Reserve Portfolio
X. XXXX PRICE GLOBAL TECHNOLOGY 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 Mid-Cap Equity Growth Fund
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Stock Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. Xxxx Price International Growth & Income Fund
X. Xxxx Price International Stock Fund-Advisor Class
X. Xxxx Price Emerging Europe & Mediterranean Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price International Bond Fund-Advisor Class
X. XXXX PRICE INTERNATIONAL INDEX FUND, INC.
X. Xxxx Price International Equity Index Fund
X. XXXX PRICE INTERNATIONAL SERIES, INC.
X. Xxxx Price International Stock Portfolio
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 Prime Reserve Fund-PLUS Class
X. XXXX PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
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 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 Income Fund
Spectrum Growth Fund
Spectrum International Fund
X. XXXX PRICE STATE TAX-FREE INCOME TRUST New York Tax-Free Money Fund New York
Tax-Free Bond Fund Maryland Tax-Free Bond Fund Virginia Tax-Free Bond Fund New
Jersey Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund Florida
Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund
X. XXXX PRICE SUMMIT FUNDS, INC.
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC.
X. Xxxx Price Summit Municipal Money Market Fund
X. Xxxx Price Summit Municipal Intermediate Fund
X. Xxxx Price Summit Municipal Income Fund
X. XXXX PRICE TAX-EFFICIENT FUNDS, INC.
X. Xxxx Price Tax-Efficient Balanced Fund
X. Xxxx Price Tax-Efficient Growth Fund
X. Xxxx Price Tax-Efficient Multi-Cap Growth Fund
X. XXXX PRICE TAX-EXEMPT MONEY FUND, INC.
X. Xxxx Price Tax-Exempt Money Fund - PLUS Class
X. XXXX PRICE TAX-FREE HIGH YIELD FUND, INC.
X. XXXX PRICE TAX-FREE INCOME FUND, INC.
X. XXXX PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
X. XXXX PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
X. XXXX PRICE U.S. BOND INDEX FUND, INC.
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 VALUE FUND, INC.
X. Xxxx Price Value Fund-Advisor Class
AMENDMENT NO. 1
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
X. XXXX PRICE SERVICES, INC.
AND
THE X. XXXX PRICE FUNDS
The Transfer Agency and Service Agreement of January 1, 2001, between X. Xxxx
Price Services, Inc., and each of the Parties listed on Appendix A thereto is
hereby amended, as of February 7, 2001, by adding thereto X. Xxxx Price State
Tax-Free Income Trust, on behalf of Maryland Tax-Free Money Fund.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND
X. Xxxx Price Blue Chip Growth Fund--Advisor Class
X. XXXX PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE DEVELOPING TECHNOLOGIES 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 EQUITY SERIES, INC.
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price Mid-Cap Growth Portfolio
X. Xxxx Price Blue Chip Growth Portfolio
X. Xxxx Price Equity Index 500 Portfolio
X. Xxxx Price Health Sciences Portfolio
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE FIXED INCOME SERIES, INC.
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Prime Reserve Portfolio
X. XXXX PRICE GLOBAL TECHNOLOGY 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 Mid-Cap Equity Growth Fund
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Stock Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. Xxxx Price International Growth & Income Fund
X. Xxxx Price International Stock Fund--Advisor Class
X. Xxxx Price Emerging Europe & Mediterranean Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price International Bond Fund--Advisor Class
X. XXXX PRICE INTERNATIONAL INDEX FUND, INC.
X. Xxxx Price International Equity Index Fund
X. XXXX PRICE INTERNATIONAL SERIES, INC.
X. Xxxx Price International Stock Portfolio
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 FUND, 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 Prime Reserve Fund--PLUS Class
X. XXXX PRICE REAL ESTATE FUND, INC.
X. XXXX RESERVE INVESTMENT FUNDS, INC.
X. Xxxx Price Reserve Investment Fund
X. Xxxx Price Government Reserve Investment Fund
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 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 Income Fund
Spectrum Growth Fund
Spectrum International Fund
X. XXXX PRICE STATE TAX-FREE INCOME TRUST New York Tax-Free Money Fund New York
Tax-Free Bond Fund Maryland Tax-Free Bond Fund Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund Maryland Short-Term Tax-Free Bond Fund Florida
Intermediate Tax-Free Fund Georgia Tax-Free Bond Fund Maryland Tax-Free Money
Fund
X. XXXX PRICE SUMMIT FUNDS, INC.
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC.
X. Xxxx Price Summit Municipal Money Market Fund
X. Xxxx Price Summit Municipal Intermediate Fund
X. Xxxx Price Summit Municipal Income Fund
X. XXXX PRICE TAX-EFFICIENT FUNDS, INC.
X. Xxxx Price Tax-Efficient Balanced Fund
X. Xxxx Price Tax-Efficient Growth Fund
X. Xxxx Price Tax-Efficient Multi-Cap Growth Fund
X. XXXX PRICE TAX-EXEMPT MONEY FUND, INC.
X. Xxxx Price Tax-Exempt Money Fund--PLUS Class
X. XXXX PRICE TAX-FREE HIGH YIELD FUND, INC.
X. XXXX PRICE TAX-FREE INCOME FUND, INC.
X. XXXX PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
X. XXXX PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
X. XXXX PRICE U.S. BOND INDEX FUND, INC.
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 VALUE FUND, INC.
X. Xxxx Price Value Fund--Advisor Class
Attest:
/s/Xxxxxxxx X. Xxxxxxx /s/Xxxxxx X. Carrier
------------------------ ---------------------------
Xxxxxxxx X. Xxxxxxx By: Xxxxxx X. Carrier
Secretary Treasurer
Attest: X. XXXX PRICE SERVICES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/ Xxxxx X. Xxxxxxx
------------------------ ---------------------------
Xxxxxxx X. Xxx Xxxx By: Xxxxx X. Xxxxxxx
Secretary Vice President
AMENDMENT NO. 2
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
X. XXXX PRICE SERVICES, INC.
AND
THE X. XXXX PRICE FUNDS
The Transfer Agency and Service Agreement of January 1, 2001, between X. Xxxx
Price Services, Inc., and each of the Parties listed on Appendix A thereto is
hereby amended, as of July 24, 2001, by adding thereto Institutional Equity
Funds, Inc., on behalf of Institutional Large-Cap Growth Fund.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND
X. Xxxx Price Blue Chip Growth Fund--Advisor Class
X. XXXX PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE DEVELOPING TECHNOLOGIES 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 EQUITY SERIES, INC.
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price Mid-Cap Growth Portfolio
X. Xxxx Price Blue Chip Growth Portfolio
X. Xxxx Price Equity Index 500 Portfolio
X. Xxxx Price Health Sciences Portfolio
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE FIXED INCOME SERIES, INC.
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Prime Reserve Portfolio
X. XXXX PRICE GLOBAL TECHNOLOGY 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 Mid-Cap Equity Growth Fund
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Institutional Large-Cap Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Stock Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. Xxxx Price International Growth & Income Fund
X. Xxxx Price International Stock Fund--Advisor Class
X. Xxxx Price Emerging Europe & Mediterranean Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price International Bond Fund--Advisor Class
X. XXXX PRICE INTERNATIONAL INDEX FUND, INC.
X. Xxxx Price International Equity Index Fund
X. XXXX PRICE INTERNATIONAL SERIES, INC.
X. Xxxx Price International Stock Portfolio
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 FUND, 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 Prime Reserve Fund--PLUS Class
X. XXXX PRICE REAL ESTATE FUND, INC.
X. XXXX PRICE RESERVE INVESTMENT FUNDS, INC.
X. Xxxx Price Reserve Investment Fund
X. Xxxx Price Government Reserve Investment Fund
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 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 Income Fund
Spectrum Growth Fund
Spectrum International Fund
X. XXXX PRICE STATE TAX-FREE INCOME TRUST
New York Tax-Free Money Fund
New York Tax-Free Bond Fund
Maryland Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
New Jersey Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
Maryland Tax-Free Money Fund
X. XXXX PRICE SUMMIT FUNDS, INC.
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC.
X. Xxxx Price Summit Municipal Money Market Fund
X. Xxxx Price Summit Municipal Intermediate Fund
X. Xxxx Price Summit Municipal Income Fund
X. XXXX PRICE TAX-EFFICIENT FUNDS, INC.
X. Xxxx Price Tax-Efficient Balanced Fund
X. Xxxx Price Tax-Efficient Growth Fund
X. Xxxx Price Tax-Efficient Multi-Cap Growth Fund
X. XXXX PRICE TAX-EXEMPT MONEY FUND, INC.
X. Xxxx Price Tax-Exempt Money Fund--PLUS Class
X. XXXX PRICE TAX-FREE HIGH YIELD FUND, INC.
X. XXXX PRICE TAX-FREE INCOME FUND, INC.
X. XXXX PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
X. XXXX PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
X. XXXX PRICE U.S. BOND INDEX FUND, INC.
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 VALUE FUND, INC.
X. Xxxx Price Value Fund--Advisor Class
Attest:
/s/Xxxxxxxx X. Xxxxxxx /s/Xxxxxx X. Carrier
Xxxxxxxx X. Xxxxxxx By: Xxxxxx X. Carrier
Secretary Treasurer
Attest: X. XXXX PRICE SERVICES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/Xxxxx X. Xxxxxxx
Xxxxxxx X. Xxx Xxxx By: Xxxxx X. Xxxxxxx
Secretary Vice President
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