The Agreement between X. Xxxx Price Retirement Plan Services, Inc. and
the Taxable Funds, dated January 1, 1994, as amended.
AGREEMENT
between
X. XXXX PRICE RETIREMENT PLAN SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
TABLE OF CONTENTS
Page
Article ATerms of Appointment. . . . . . . . . . . . . . . . 2
Article BDuties of RPS . . . . . . . . . . . . . . . . . . . 2
1. Purchases - Retirement Plans and Retirement Accounts2
2. Retirement Plans - Redemptions to Cover
Distributions3
3. Exchanges. . . . . . . . . . . . . . . . . . . . 4
4. Shares held by Retirement Accounts . . . . . . . 4
5. Books and Records. . . . . . . . . . . . . . . . 4
6. Tax Information. . . . . . . . . . . . . . . . . 5
7. Other Information to be furnished to the Funds . 6
8. Correspondence . . . . . . . . . . . . . . . . . 6
9. Mailings/Confirmation Statements . . . . . . . . 6
10. Proxies. . . . . . . . . . . . . . . . . . . . . 6
11. Form N-SAR . . . . . . . . . . . . . . . . . . . 6
12. Backup Withholding . . . . . . . . . . . . . . . 6
Article CFee and Out-of-Pocket Expenses. . . . . . . . . . . 7
1. Postage. . . . . . . . . . . . . . . . . . . . . 7
2. Proxies. . . . . . . . . . . . . . . . . . . . . 7
3. Communications . . . . . . . . . . . . . . . . . 7
4. Record Retention . . . . . . . . . . . . . . . . 8
5. Disaster Recovery. . . . . . . . . . . . . . . . 8
Article DRepresentations and Warranties of RPS . . . . . . . 8
Article ERepresentations and Warranties of the Fund. . . . . 8
Article FStandard of Care/Indemnification. . . . . . . . . . 9
Article GDual Interests. . . . . . . . . . . . . . . . . . .11
Article HDocumentation . . . . . . . . . . . . . . . . . . .11
Article IRecordkeeping/Confidentiality . . . . . . . . . . .12
Article JOwnership of Software and Related Material. . . . .13
Article KAs of Transactions. . . . . . . . . . . . . . . . .13
1. Reporting. . . . . . . . . . . . . . . . . . . .13
2. Liability. . . . . . . . . . . . . . . . . . . .14
Article LTerm and Termination of Agreement . . . . . . . . .15
Article MNotice . . . . . . . . . . . . . . . . . . . . . .16
Article NAssignment. . . . . . . . . . . . . . . . . . . . .16
Article OAmendment/Interpretive Provisions . . . . . . . . .16
Article PFurther Assurances. . . . . . . . . . . . . . . . .16
Article QMaryland Law to Apply . . . . . . . . . . . . . . .16
Article RMerger of Agreement . . . . . . . . . . . . . . . .17
Article SCounterparts17
Article TThe Parties . . . . . . . . . . . . . . . . . . . .17
Article UDirectors, Trustees and Shareholders and Massachusetts
Business Trust17
Article VCaptions. . . . . . . . . . . . . . . . . . . . . .18
AGREEMENT, made as of the first day of January, 1994, 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 deferred compensation plans, 403(b)
plans, and profit sharing, thrift, 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 ("Retirement Accounts") of shareholders participating in
these Retirement Plans;
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 the foregoing
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.Purchases - 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 or Retirement Plan
participants ("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. Transmit by check or wire the aggregate money allocated to
each Fund to the Fund's
custodian;
b. In the case of a new Participant, establish and maintain a
Retirement Account for such
Participant; and
c. Compute the number of shares of each Fund to which the
Participant is entitled according
to the price of such Fund shares as provided by such Fund for
purchases made at that time
and date, and credit each such Account with the number of
shares of the Fund so
purchased.
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 amount due for shares to be redeemed from each
Retirement Account or
compute the number of shares to be redeemed from each such
Retirement Account for such
distributions and the total number of all shares of each Fund
to be redeemed in accordance
with the price per share at that time and date of such Fund
as calculated and provided by
the Fund. After such computation, inform the Fund of the
amount necessary to be
redeemed. Distribute to Participants or their designated
beneficiaries the amount to be
disbursed.
b. 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 at that time and date,
of such Fund as calculated
and provided by the Fund;
ii.Effect the necessary redemption from the Fund's custodian
to cover such
disbursements; and
iii.Mail to the Administrator or such other person as
designated by the Administrator the
amount to be disbursed.
c. Other Provisions
i. If any instruction tendered by an Administrator to redeem
shares in a Retirement
Account is not satisfactory to RPS, RPS shall promptly
notify the Administrator of
such fact together with the reason therefor;
ii.The authority of RPS to perform its responsibilities under
Paragraph B(2) with respect
to each Fund shall be suspended upon receipt of
notification by such Fund of the
suspension of the determination of the Fund's net asset
value per share and shall
remain suspended until proper notification; and
iii.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.
3.Exchanges
Effect exchanges of shares of the Funds upon receipt of
appropriate instructions from the
Administrator and/or Participant.
4.Shares held by Retirement Accounts will be Noncertificate
Shares
RPS will have neither responsibility nor authority to issue
stock certificates evidencing
ownership of Fund shares held by Participants. All shares held
in Retirement Accounts maintained
by RPS shall be noncertificated shares.
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;
c. Historical information regarding the account of each
Participant and/or Retirement Plan,
including dividends and distributions invested in shares;
d. Pertinent information regarding the establishment and
maintenance of Retirement Plans and
Retirement Accounts necessary to properly administer each
account.
e. Any instructions from a Participant or Administrator
including, all forms furnished by the
Fund and executed by a Participant with respect to (i)
elections with respect to payment
options in connection with the redemption of shares; or
distribution elections, if applicable;
and
f. 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 or at such other time as may be mutually
agreed upon.
0.Xxx Information
RPS shall also prepare and file with appropriate federal and
state agencies, such information
returns and reports as required by applicable Federal and State
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
and State law.
7.Other Information to be furnished to the Funds
RPS will furnish to the Fund, such information, including
shareholder lists and statistical
information as may be agreed upon from time to time between RPS
and the Fund.
8.Correspondence
RPS will promptly and fully answer correspondence from
Administrators and in some cases,
Participants, relating to 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 RPS in accordance with
applicable law.
9.Mailings/Confirmation Statements
RPS will be responsible for mailing all confirmations and other
enclosures and mailings, as
requested by the Administrators and as may be required of the
Funds by applicable Federal or state
law.
10.Proxies
RPS shall monitor the mailing of proxy cards and other material
supplied to it by the Fund in
connection with shareholder meetings of the Fund and shall
coordinate the receipt, examination and
tabulation of returned proxies and the certification of the vote
to the Fund.
11.Form N-SAR
RPS shall maintain such records, if any, as shall enable the
Fund to fulfill the requirements of
Form N-SAR.
12.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 for Participants.
C.Fees and Out-of-Pocket Expenses
Each Fund shall pay to RPS for its services hereunder fees
computed as set forth in the 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
to Participants, 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 to and from the Participants,
or their agents, 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 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:
0.Xx is a corporation duly organized and existing and in good
standing under the laws of
Maryland.
0.Xx is duly qualified to carry on its business in Maryland.
0.Xx 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.
0.Xx has and will continue to have access to the necessary
facilities, equipment and personnel to
perform its duties and obligations under this Agreement.
0.Xx 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:
0.Xx 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.
0.Xx 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.
0.Xx 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
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.
0.Xx 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.
0.Xx 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.
6.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
0.Xx requested by RPS, the Fund shall promptly furnish to RPS the
following:
a. A certified 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. 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;
d. All account application forms and other documents relating to
shareholders' accounts;
e. 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
f. 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
RPS are or were parties shall be deemed to be delivery for the
purposes of this Agreement.
0.Xx requested by RPS, the Fund will also furnish 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;
e. Specimens of all new certificates accompanied by the Board of
Directors/Trustees'
resolutions approving such forms;
f. Such other documents or opinions which RPS, in its
discretion, may reasonably deem
necessary or appropriate in the proper performance of its
duties; and
g. Copies of new prospectuses issued.
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; or (c) after so requested
by the other party hereto.
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.
X.Xx 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) that
are 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. 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 $25,000 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 of $25,000 or
more ("Significant
Transaction"), RPS will review with counsel to the Fund, the
Report and 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 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, as appropriate, will
negotiate settlement. All such
Significant Transactions will be reported to the Board at its
next 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. Settlement will not be
entered into with RPS until
approved by the Board. The factors the Board or the Funds
would be expected 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 transactions to
the Fund and to all other Price
Funds; and
v. The prior response of RPS to recommendations made by the
Funds regarding
improvement to the Transfer Agent's As Of Processing
Procedures.
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' written
notice to RPS; and by RPS, upon three hundred sixty-five (365)
days' writing 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 on any
number of counterparts, and all of
said counterparts taken together shall be deemed to constitute
one and the same instruments.
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 DATED:_________________________
SERVICES, INC.
ATTEST:
BY:
___________________________________________________________
__
X. XXXX PRICE ADJUSTABLE RATE U.S
GOVERNMENT FUND, INC.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND,
INC.
X. XXXX PRICE CAPITAL APPRECIATION
FUND
X. XXXX PRICE DIVIDEND GROWTH FUND,
INC.
X. XXXX PRICE EQUITY INCOME FUND
X. XXXX PRICE GNMA FUND
X. XXXX PRICE GROWTH & INCOME FUND,
INC.
X. XXXX PRICE GROWTH STOCK FUND, INC.
X. XXXX PRICE HIGH YIELD FUND, INC.
X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Equity Index Fund
INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
Foreign Equity Fund
X. XXXX PRICE INTERNATIONAL EQUITY
FUND,
INC.
X. XXXX PRICE INTERNATIONAL FUNDS,
INC.
X. Xxxx Price International Bond Fund
X. Xxxx Price International Discovery
Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Global Government Bond
Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Short-Term Global Fund
X. Xxxx Price Latin America Fund
X. XXXX PRICE MID-CAP GROWTH FUND,
INC.
X. XXXX PRICE OTC 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 PRIME RESERVE FUND, INC.
X. XXXX PRICE SCIENCE & TECHNOLOGY
FUND,
INC.
X. XXXX PRICE SHORT-TERM BOND FUND,
INC.
X. XXXX PRICE SMALL-CAP VALUE FUND,
INC.
X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income 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.
Summit Cash Reserves Fund
Summit Limited-Term Bond Fund
Summit GNMA Fund
DATED: ______________________
ATTEST:
______________________________ BY:
_____________________________________
APPENDIX A
The following Funds are parties to this Agreement, and have so
indicated their intention to be bound by
such Agreement by executing the Agreement on the dates indicated
thereon.
X. Xxxx Price
Adjustable Rate U.S. Government Fund,
Inc.
X. Xxxx Price Balanced
Fund, Inc.
X. Xxxx Price Blue
Chip Growth Fund, Inc.
X. Xxxx Price Capital
Appreciation Fund
X. Xxxx Price Dividend
Growth Fund, Inc.
X. Xxxx Price Equity
Income Fund
X. Xxxx Price
GNMA Fund
X. Xxxx Price
Growth & Income Fund, Inc.
X. Xxxx Price
Growth Stock Fund, Inc.
X. Xxxx Price
High Yield Fund, Inc.
X. Xxxx Price
Index Trust, Inc. on behalf of the X.
Xxxx Price
Equity Index Fund
X. Xxxx Price
Institutional International Funds, Inc. on
behalf of the
Foreign Equity
Fund
X. Xxxx Price
International Equity Fund, Inc.
X. Xxxx Price
International Funds, Inc. on behalf of the
X. Xxxx Price
International Bond Fund and
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
Global Government Bond Fund
X. Xxxx Price
Japan Fund
X. Xxxx Price
Short-Term Global Fund
X. Xxxx Price
Latin America Fund
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
OTC Fund, Inc.
X. Xxxx Price
Prime Reserve Fund, Inc.
X. Xxxx Price
Science & Technology Fund, Inc.
X. Xxxx Price
Short-Term Bond Fund, Inc.
X. Xxxx Price
Small-Cap Value Fund, Inc.
X. Xxxx Price
Spectrum Fund, Inc. on behalf of the
Spectrum Growth
Fund
Spectrum Income
Fund
X. Xxxx Price
U.S. Treasury Funds, Inc. on behalf of
the
U.S. Treasury
Intermediate Fund
U.S. Treasury
Long-Term Fund
U.S. Treasury
Money Fund
X. Xxxx Price
Summit Funds, Inc.
Summit Cash
Reserves Fund
Summit
Limited-Term Bond Fund
Summit GNMA
Fund AMENDMENT NO. 1
AGREEMENT
between
X. XXXX PRICE RETIREMENT PLAN
SERVICES, INC.
and
EACH OF THE PARTIES
INDICATED
The Retirement Plan Services Contract of January 1, 1994,
between X. Xxxx Price Retirement Plan
Services, Inc. and each of the Parties listed on Appendix A
thereto is hereby amended, as of July 27,
1994, by adding thereto the X. Xxxx Price Personal Strategy
Funds, Inc.
Notwithstanding anything to the contrary herein, it is
understood that the X. Xxxx Price Personal
Strategy Funds, Inc. (referred to as the "Funds") shall not be
responsible for paying any of the fees or
expenses set forth herein but that, in accordance with the
Investment Management Agreements, dated July
27, 1994, between the Funds and X. Xxxx Price Associates, Inc.
(referred to as "X. Xxxx Price"), the
Funds will require X. Xxxx Price to pay all such fees and
expenses.
X. XXXX PRICE ADJUSTABLE
RATE U.S GOVERNMENT
FUND, INC.
X. XXXX PRICE BALANCED
FUND, INC.
X. XXXX PRICE BLUE CHIP
GROWTH FUND, INC.
X. XXXX PRICE CAPITAL
APPRECIATION FUND
X. XXXX PRICE DIVIDEND
GROWTH FUND, INC.
X. XXXX PRICE EQUITY
INCOME FUND
X. XXXX PRICE GNMA FUND
X. XXXX PRICE GROWTH &
INCOME FUND, INC.
X. XXXX PRICE GROWTH
STOCK FUND, INC.
X. XXXX PRICE HIGH YIELD
FUND, INC.
X. XXXX PRICE INDEX
TRUST, INC.
X. Xxxx Price Equity
Index Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
X. XXXX PRICE
INTERNATIONAL EQUITY FUND, INC.
X. XXXX PRICE
INTERNATIONAL FUNDS, INC.
X. Xxxx Price
International Bond Fund
X. Xxxx Price
International Discovery Fund
X. Xxxx Price
International Stock Fund
X. Xxxx Price European
Stock Fund
X. Xxxx Price New Asia
Fund
X. Xxxx Price Global
Government Bond Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Short-Term
Global Fund
X. Xxxx Price Latin
America Fund
X. XXXX PRICE MID-CAP
GROWTH FUND, INC.
X. XXXX PRICE OTC 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 SCIENCE &
TECHNOLOGY FUND, INC.
X. XXXX PRICE SHORT-TERM
BOND FUND, INC.
X. XXXX PRICE SMALL-CAP
VALUE FUND, INC.
X. XXXX PRICE SPECTRUM
FUND, INC.
Spectrum Growth Fund
Spectrum Income 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.
Summit Cash Reserves
Fund
Summit Limited-Term Bond
Fund
Summit GNMA Fund
Attest:
___________________________
_____________________________________
Xxxxxx X. Xxxxxxx, By: Xxxxxx X. Xxxxxx
Secretary
Attest: X. XXXX PRICE RETIREMENT
PLAN
SERVICES, INC.
___________________________
_____________________________________
Xxxxxxx X. XxxXxxx, By: Xxxxx X. Xxxxxxx,
Vice President
Assistant Secretary
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