The Agreement between X. Xxxx Price Retirement Plan Services, Inc. and
the Taxable Funds, dated January 1, 1998, 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 A Terms of Appointment 2
Article B Duties of RPS 2
1. Contributions - Retirement Plans and
Retirement Accounts 2
2. Retirement Plans - Redemptions to Cover
Distributions 3
3. Other Provisions 4
4. Exchanges 5
5. Books and Records 5
6. Tax Information 6
7. Other Information to be Furnished to the
Funds 6
8. Telephone 6
9. Correspondence 6
10. Prospectuses/Confirmation Statements 7
11. Proxies 7
12. Form N-SAR 7
13. Withholding 7
Article C Fee and Out-of-Pocket Expenses 7
1. Postage 8
2. Proxies 8
3. Communications 8
4. Record Retention 9
5. Disaster Recovery 9
Article D Representations and Warranties of RPS 9
Article E Representations and Warranties of the Fund 9
Article F Standard of Care/Indemnification 10
Article G Dual Interests 12
Article H Documentation 13
Article I Recordkeeping/Confidentiality 14
Article J Ownership of Software and Related Material 15
Article K As of Transactions 15
1. Reporting 15
2. Liability 16
Article L Term and Termination of Agreement 18
Article M Notice 19
Article N Assignment 19
Article O Amendment/Interpretive Provisions 19
Article P Further Assurances 19
Article Q Maryland Law to Apply 19
Article R Merger of Agreement 20
Article S Counterparts 20
Article T The Parties 20
Article U Directors, Trustees and Shareholders and
Massachusetts Business Trust 20
Article V Captions 21
AGREEMENT, made as of the first day of January, 1998, by and between X.
XXXX PRICE RETIREMENT PLAN SERVICES, INC., a Maryland corporation having its
principal office and place of business at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 ("RPS"), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such
Appendix may be amended from time to time) and which evidences its agreement to
be bound hereby by executing a copy of this Agreement (each Fund hereinafter
referred to as "the Fund") whose definition may be found in Article T;
WHEREAS, the Funds are named investment options under various tax-sheltered
plans, including, but not limited to, state and local government deferred
compensation plans, 403(b) plans, and profit sharing, thrift, 401(k) and money
purchase pension plans for self-employed individuals, professional partnerships
and corporations (collectively referred to as "Retirement Plans"); and the Fund
has determined that such investments of Retirement Plans in the Funds are in the
best long-term interest of the Funds;
WHEREAS, RPS has the capability of providing special services, on behalf of
the Fund, for the accounts of individuals ("Participants") participating in
these Retirement Plans ("Retirement Accounts");
WHEREAS, RPS represents that it is registered with the Securities and
Exchange Commission as a Transfer Agent under Section 17A of the Securities
Exchange Act of 1934 ("the '34 Act");
WHEREAS, RPS may subcontract or jointly contract with other parties on
behalf of the Funds to perform certain of the functions described herein, RPS
may also enter into, on behalf of the Funds, certain banking relationships to
perform various banking services, including, but not limited to, check deposits,
disbursements, automatic clearing house transactions ("ACH") and wire transfers.
Subject to guidelines mutually agreed upon by the Funds and RPS, excess
balances, if any, resulting from these banking relationships will be invested
and the income therefrom will be used to offset fees which would otherwise be
charged to the Funds under this Agreement;
WHEREAS, the Fund desires to contract with RPS to provide the functions and
services described herein in connection with the Retirement Plans and Retirement
Accounts;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
A. Terms of Appointment
Subject to the terms and conditions set forth in this Agreement, the Fund
hereby employs and appoints RPS to perform the services and functions described
herein in connection with certain Retirement Plan and Retirement Accounts as
agreed upon by the parties.
B. Duties of RPS
RPS agrees that it will perform the following services:
1. Contributions - Retirement Plans and Retirement Accounts
After RPS has received monies from Retirement Plans and has determined
the proper allocation of such monies to the Retirement Accounts of Participants
based upon instructions received from Participants, Retirement Plans or their
designees, or Retirement Plan Administrator(s) ("Administrator(s)"), RPS will,
as a responsibility under the Agreement:
a.
In the case of a new Participant, establish and maintain a Retirement Account
for such Participant;
b.
Compute the number of shares of each Fund to which the Participant is entitled
in accordance with the price per share of such Fund as calculated and provided
by the Fund for orders received at that time and date, and purchase the
appropriate shares in each such Retirement Account;
c.
Calculate the aggregate of all purchases in the Retirement Accounts and transmit
the net purchase order to X. Xxxx Price Services, Inc. ("Services") or directly
to the Fund, as the case may be, for purchase into an omnibus account
established in each Fund registered in RPS' or its affiliates' name as agent for
Retirement Plans or in the individual Retirement Plan's name ("Omnibus
Account"); and
d.
Transmit to Services, by wire, at a time mutually agreed upon by both parties,
the aggregate money allocated to coincide with the purchase order.
2. Retirement Plans - Redemptions to Cover Distributions.
After RPS has received instructions from the Administrator regarding
distributions to be made to Participants
or their designated beneficiaries from Funds designated as investment options
under the Retirement Plan, RPS will, as a responsibility under the Agreement:
a.
Compute the number of shares to be redeemed from each such Retirement Account
for such distributions in accordance with the price per share of such Fund as
calculated and provided by the Fund for orders received in good order at that
time and date.
b.
After such computation, calculate the aggregate amount of all redemptions in the
Retirement Accounts.
c.
Transmit any net redemption order to Services or directly to the Fund, as the
case may be, for the Omnibus Account of each Fund. Services will wire proceeds
to RPS to coincide with the redemption order for each Omnibus Account. RPS will
Distribute to Participants or their designated beneficiaries the amount to be
disbursed.
d.
After RPS has received instructions from the Administrator regarding
disbursements to be made regarding the payment of fees due the Administrator, or
other persons including RPS, RPS will, as a responsibility under this Agreement:
i.
Compute the number of shares to be redeemed from each Retirement Account to pay
for such disbursements and the total number of all shares to be redeemed in
accordance with the price per share for order received in good order at that
time and date, of such Fund as calculated and provided by the Fund;
ii.
Inform Services, or the Funds directly, as the case may be, of the necessary
Shares to be redeemed from the Omnibus Account of the Funds to cover such
disbursements; and
iii.
Mail or wire to the Administrator or such other person as designated by the
Administrator the amount to be disbursed.
3. Other Provisions
a.
If any instruction tendered by an Administrator to purchase or redeem shares in
a Retirement Account is not satisfactory to RPS, RPS shall promptly notify the
Administrator of such fact together with the reason therefor;
b.
The authority of RPS to perform its responsibilities under Paragraph B(2) with
respect to each Fund shall be suspended
upon RPS's receipt of notification from such Fund of the suspension of the
determination of the Fund's net asset value per share and shall remain suspended
until RPS receives proper notification from the Fund; and
c.
The Fund will promptly inform RPS of the declaration of any dividend or
distribution on account of the capital stock of any Fund so that RPS may
properly credit income and capital gain payments to each Retirement Account.
4. Exchanges
Effect exchanges of shares of the Funds in the Retirement Accounts
upon receipt of appropriate instructions from the Administrator and/or
Participant in accordance with the price per share of the Funds as calculated
and provided by the Fund for orders received in good order at that time and
date. Calculate and transmit a net purchase and redemption order to Services or
the Fund, as the case may be, for the Omnibus Account of each Fund. RPS will
transmit by wire the aggregate monies allocated to each Fund to Services to
coincide with any net purchase order or instruct Services to wire to it monies
from each Fund's Omnibus Account to coincide with any net redemption order.
5. Books and Records
RPS shall maintain records showing for each Retirement Plan or
Retirement Account, the following:
a. Names, addresses and tax identification numbers, when provided;
b. Number of shares held of each Fund;
c.
Historical information regarding the account of each Participant and/or
Retirement Plan, including dividends and capital gain distributions invested in
shares;
d.
Any instructions from a Participant or Administrator, including all forms
executed by a Participant with respect to elections with respect to payment
options in connection with the redemption of shares or distribution elections,
if applicable; and
e.
Any information required in order for RPS to perform the calculations
contemplated under this Agreement.
Any such records maintained pursuant to Rule 31a-1 under the
Investment Company Act of 1940 ("the Act") will be preserved for the periods
prescribed in Rule 31a-2 thereunder. Disposition of such records after such
prescribed periods shall be as mutually agreed upon from time to time by RPS and
the Funds. The retention of such records, which may be inspected by the Fund at
reasonable times, shall be at the expense of the Funds. All records maintained
by RPS in connection with the performance of its duties under this Agreement
will remain the property of the Funds and, in the event of termination of this
Agreement, will be delivered to the Fund as of the date of termination of this
agreement or at such other time as may be mutually agreed upon.
6. Tax Information
RPS shall also prepare and file with appropriate federal and state
agencies, such information returns and reports as required by applicable Federal
statutes relating to redemptions effected in Retirement Accounts which
constitute reportable distributions. RPS will also prepare and submit to
Participants, such reports containing information as is required by applicable
Federal law.
7. Other Information to be Furnished to the Funds
RPS will furnish to the Fund, such information, including Participant
lists and statistical information as may be agreed upon from time to time
between RPS and the Fund. Permission of the Administrator may also be required.
8. Telephone
RPS will promptly respond to any telephone calls from Administrators
and/or Participants relating to the Retirement Accounts and/or questions
pertaining to the Funds.
9. Correspondence
RPS will promptly and fully answer correspondence from Administrators
and Participants relating to Retirement Accounts and transfer agent procedures,
and such other correspondence as may from time to time be mutually agreed upon
with the Funds. Copies of all correspondence will be retained by RPS in
accordance with applicable law.
10. Prospectuses/Confirmation Statements
RPS will be responsible for mailing all confirmations and statements
of transactions, prospectuses, semi-annual and annual reports of the Funds and
other enclosures and mailings, as may be requested by the Funds or required by
applicable Federal law.
11. Proxies
As requested by the Funds, RPS shall assist in the mailing of proxy
cards and other material required to be mailed by the Fund in connection with
shareholder meetings of the Fund and shall assist in the receipt, examination
and tabulation of returned proxies and the certification of the vote to the
Fund.
12. Form N-SAR
RPS shall maintain such records, if any, as shall enable the Fund to
fulfill the requirements of Form N-SAR.
13. Withholding
The Fund and RPS shall agree to procedures to be followed with respect
to RPS's responsibilities in connection with compliance for federal withholding
on distributions to Participants from Retirement Accounts.
C. Fees and Out-of-Pocket Expenses
Each Fund shall pay to RPS for its services hereunder fees computed as set
forth in the Schedule attached hereto. Except as provided below, RPS will be
responsible for all expenses relating to the providing of services. Each Fund,
however, will reimburse RPS for the following out-of-pocket expenses and charges
incurred in providing services:
1.
Postage. The cost of postage and freight for mailing materials, including
confirmations and statements as well as Fund prospectuses and Fund shareholder
reports, to Participants, or their agents, including overnight delivery, UPS and
other express mail services and special courier services required to transport
mail between RPS locations and mail processing vendors.
2.
Proxies. The cost to mail proxy cards and other material supplied to it by the
Fund and costs related to the receipt,
examination and tabulation of returned proxies and the certification of the vote
to the Fund.
3. Communications
a.
Print. The printed forms used internally and externally for documentation and
processing Participant, or their agent's, inquiries and requests; paper and
envelope supplies for letters, notices, and other written communications sent to
Administrators and Participants, or their agents.
b.
Print & Mail House. The cost of internal and third party printing and mail
house services, including printing of statements and reports.
c.
Voice and Data. The cost of equipment (including associated maintenance),
supplies and services used for communicating with the Participants or their
Administrator, the Fund's transfer agent, other Fund offices, and other agents
of either the Fund or RPS. These charges shall include:
o
telephone toll charges (both incoming and outgoing, local, long distance and
mailgrams); and
o
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:
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.
3.
It is empowered under applicable laws and by its charter and by-laws to enter
into and perform this Agreement.
4.
All requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
5.
It has and will continue to have access to the necessary facilities, equipment
and personnel to perform its duties and obligations under this Agreement.
6.
It is registered with the Securities and Exchange Commission as a Transfer Agent
pursuant to Section 17A of the '34 Act.
E. Representations and Warranties of the Fund
The Fund represents and warrants to RPS that:
1.
It is a corporation or business trust duly organized and existing and in good
standing under the laws of Maryland, or Massachusetts, as the case may be.
2.
It is empowered under applicable laws and by its Articles of Incorporation or
Declaration of Trust, as the case may be, and By-Laws to enter into and perform
this Agreement.
3.
All proceedings required by said Articles of Incorporation or Declaration of
Trust, as the case may be, and By-Laws have been taken to authorize it to enter
into and perform this Agreement.
4. It is an investment company registered under the Act.
5.
A registration statement under the Securities Act of 1933 ("the '33 Act") is
currently effective and will remain effective, and appropriate state securities
law filing have been made and will continue to be made, with respect to all
shares of the Fund being offered for sale.
F. Standard of Care/Indemnification
Notwithstanding anything to the contrary in this Agreement:
1. RPS shall not be liable to the Fund for any act or failure to act by it or
its agents or subcontractors on behalf of the Fund in carrying or attempting to
carry out the terms and provisions of
this Agreement provided RPS has acted in good faith and without negligence or
willful misconduct and selected and monitored the performance of its agents and
subcontractors with reasonable care.
2. The Fund shall indemnify and hold RPS harmless from and against all losses,
costs, damages, claims, actions and expenses, including reasonable expenses for
legal counsel, incurred by RPS resulting from: (i) any action or omission by RPS
or its agents or subcontractors in the performance of their duties hereunder;
(ii) RPS acting upon instructions reasonably believed by it to have been
executed by a duly authorized officer of the Fund; or (iii) RPS acting upon
information provided by the Fund in form and under policies agreed to by RPS and
the Fund. RPS shall not be entitled to such indemnification in respect of
actions or omissions constituting negligence or willful misconduct of RPS or
where RPS has not exercised reasonable care in selecting or monitoring the
performance of its agents or subcontractors.
3. Except as provided in Article K of this Agreement, RPS shall indemnify and
hold harmless the Fund from all losses, costs, damages, claims, actions and
expenses, including reasonable expenses for legal counsel, incurred by the Fund
resulting from negligence or willful misconduct of RPS or which result from RPS'
failure to exercise reasonable care in selecting or monitoring the performance
of its agents or subcontractors. The Fund shall not be entitled to such
indemnification in respect of actions or omissions constituting negligence or
willful misconduct of such Fund or its agents or subcontractors; unless such
negligence or misconduct is attributable to RPS.
4. In determining RPS' liability, an isolated error or omission will normally
not be deemed to constitute negligence when it is determined that:
o RPS had in place "appropriate procedures".
o
the employees responsible for the error or omission had been reasonably trained
and were being appropriately monitored; and
o
the error or omission did not result from wanton or reckless conduct on the part
of the employees.
It is understood that RPS is not obligated to have in place separate procedures
to prevent each and every conceivable type of error or omission. The term
"appropriate procedures" shall mean procedures
reasonably designed to prevent and detect errors and omissions. In determining
the reasonableness of such procedures, weight will be given to such factors as
are appropriate, including the prior occurrence of any similar errors or
omissions when such procedures were in place and transfer agent industry
standards in place at the time of the occurrence.
5.
In the event either party is unable to perform its obligations under the terms
of this Agreement because of acts of God, strikes or other causes reasonably
beyond its control, such party shall not be liable to the other party for any
loss, cost, damage, claims, actions or expense resulting from such failure to
perform or otherwise from such causes.
6.
In order that the indemnification provisions contained in this Article F shall
apply, upon the assertion of a claim for which either party may be required to
indemnify the other, the party seeking indemnification shall promptly notify the
other party of such assertion, and shall keep the other party advised with
respect to all developments concerning such claim. The party who may be
required to indemnify shall have the option to participate with the party
seeking indemnification in the defense of such claim, or to defend against said
claim in its own name or in the name of the other party. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
7.Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
G. Dual Interests
It is understood that some person or persons may be directors, officers, or
shareholders of both RPS and the Fund and that the existence of any such dual
interest shall not affect the validity of this Agreement or of any transactions
hereunder except as otherwise provided by a specific provision of applicable
law.
H. Documentation
1.
As requested by RPS, the Fund shall promptly furnish to RPS the following:
a.
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.
An opinion of counsel for the Fund with respect to the validity of the stock,
the number of Shares authorized, the status of redeemed Shares, and the number
of Shares with respect to which a Registration Statement has been filed and is
in effect; and
d.
A copy of the Fund's current and new prospectuses and shareholder reports issued
by the Fund.
The delivery of any such document to either party hereto for the purpose of
any other agreement to which the Fund and RPS are or were parties shall be
deemed to be delivery for the purposes of this Agreement.
2.
As requested by RPS, the Fund will also furnish to RPS from time to time the
following documents:
a.
Each resolution of the Board of Directors/Trustees of the Fund authorizing the
original issue of its shares;
b.
Each Registration Statement filed with the Securities and Exchange Commission
and amendments and orders thereto in effect with respect to the sale of shares
with respect to the Fund;
c.
A certified copy of each amendment to the Articles of Incorporation or
Declaration of Trust, and the By-Laws of the Fund;
d.
Certified copies of each vote of the Board of Directors/Trustees authorizing
officers to give instructions to the Fund; and
e.
Such other documents or opinions which RPS, in its discretion, may reasonably
deem necessary or appropriate in the proper performance of its duties under this
Agreement.
3.
RPS hereby agrees to establish and maintain facilities and procedures reasonably
acceptable to the Fund for safekeeping
of check forms and facsimile signature imprinting devices, if any, and for the
preparation or use, and for keeping account of, such forms and devices.
I. Recordkeeping/Confidentiality
1.
RPS shall keep records relating to the services to be performed hereunder, in
the form and manner as it may deem advisable, provided that RPS shall keep all
records in such form and in such manner as required by applicable law, including
the Act and the '34 Act.
2.
RPS and the Fund agree that all books, records, information and data pertaining
to the business of the other party which are exchanged or received pursuant to
the negotiation or the carrying out of this Agreement shall remain confidential,
and shall not be voluntarily disclosed to any other person, except: (a) after
prior notification to and approval in writing by the other party hereto, which
approval shall not be unreasonably withheld and may not be withheld where RPS or
the Fund may be exposed to civil or criminal contempt proceedings for failure to
comply; (b) when requested to divulge such information by duly constituted
governmental authorities; (c) after so requested by the other party hereto; or
(d) by the Administrator. The permission of the Administrator may be required
before disclosure is made to the Funds.
J. Ownership of Software and Related Material
All computer programs, magnetic tapes, written procedures and similar items
purchased and/or developed and used by RPS in performance of the Agreement shall
be the property of RPS and will not become the property of the Fund.
K. As Of Transactions
For purposes of this Article K, the term "Transaction" shall mean any
single or "related transaction" (as defined below) involving the purchase or
redemption of shares (including exchanges) processed at a time other than the
time of the computation of the Fund's net asset value per share next computed
after receipt of any such transaction order by RPS due to an act or omission of
RPS. "As Of Processing" refers to the processing of these Transactions. If
more than one Transaction ("Related Transaction") in the Fund is caused by or
occurs as a result of the same act or omission, such transactions shall be
aggregated with other transactions in the Fund and be considered as one
Transaction.
1. Reporting
RPS shall:
a.
Utilize a system to identify all Transactions, and shall compute the net effect
of such Transactions upon the Fund on a daily, monthly and rolling 365 day
basis. The Monthly and rolling 365 day periods are hereinafter referred to as
"Cumulative."
b.
Supply to the Fund, from time to time as mutually agreed upon, a report
summarizing the Transactions and the daily and Cumulative net effects of such
Transactions both in terms of aggregate dilution and loss ("Dilution") or gain
and negative dilution ("Gain") experienced by the Fund, and the impact such
Gain or Dilution has had upon the Fund's net asset value per share.
c.
With respect to any Transaction which causes Dilution to the Fund of $100,000 or
more, immediately provide the Fund: (i) a report identifying the Transaction and
the Dilution resulting therefrom, (ii) the reason such Transaction was processed
as described above, and (iii) the action that RPS has or intends to take to
prevent the reoccurrence of such as of processing ("Report").
2. Liability
a.
It will be the normal practice of the Fund not to hold RPS liable with respect
to any Transaction which causes Dilution to any single Fund of less than
$25,000. RPS will, however, closely monitor for each Fund the daily and
Cumulative Gain/Dilution which is caused by Transactions of less than $25,000.
When the Cumulative Dilution to any Fund exceeds 3/10 of 1% per share, RPS, in
consultation with counsel to the Fund, will make appropriate inquiry to
determine whether it should take any remedial action. RPS will report to the
Board of Directors/Trustees of the Fund ("Board"), as appropriate, any action it
has taken.
b.
Where a Transaction causes Dilution to a Fund greater than $25,000 ("Significant
Transaction") but less than $100,000, RPS will review with Counsel to the Fund
the circumstances surrounding the underlying Significant Transaction to
determine whether the Significant Transaction was caused by or occurred as a
result of a negligent act or omission by RPS. If it is determined that the
Dilution is the result of a negligent action or omission by RPS, RPS and outside
counsel for the Fund will negotiate
settlement. All such Significant Transactions will be reported to the Audit
Committee at its annual meeting (unless the settlement fully compensates the
Fund for any Dilution). Any Significant Transaction, however, causing Dilution
in excess of the lesser of $100,000 or a xxxxx per share will be PROMPTLY
reported to the Board and resolved at the next scheduled Board Meeting.
Settlement for Significant Transactions causing Dilution of $100,000 or more
will not be entered into until approved by the Board. The factors to consider in
making any determination regarding the settlement of a Significant Transaction
would include but not be limited to:
i.
Procedures and controls adopted by RPS to prevent As Of Processing;
ii.
Whether such procedures and controls were being followed at the time of the
Significant Transaction;
iii.
The absolute and relative volume of all transactions processed by RPS on the day
of the Significant Transaction;
iv.
The number of Transactions processed by RPS during prior relevant periods, and
the net Dilution/Gain as a result of all such Significant Transactions to the
Fund and to all other Funds; and
v.
The prior response of RPS to recommendations made by the Funds regarding
improvement to RPS's As Of Processing procedures.
x.Xx determining RPS' liability with respect to Significant Transaction, an
isolated error or omission will normally not be deemed to constitute negligence
when it is determined that:
o RPS had in place "appropriate procedures".
o
the employees responsible for the error or omission had been reasonably trained
and were being appropriately monitored; and
o
the error or omission did not result from wanton or reckless conduct on the part
of the employees.
It is understood that RPS is not obligated to have in place separate procedures
to prevent each and every conceivable type of error or omission. The term
"appropriate procedures" shall mean procedures
reasonably designed to prevent and detect errors and omissions. In determining
the reasonableness of such procedures, weight will be given to such factors as
are appropriate, including the prior occurrence of any similar errors or
omissions when such procedures were in place and transfer agent industry
standards in place at the time of the occurrence.
L. Term and Termination of Agreement
1.This Agreement shall run for a period of one (1) year from the date first
written above and will be renewed from year to year thereafter unless terminated
by either party as provided hereunder.
2.
This Agreement may be terminated by the Funds upon one hundred twenty (120)
days' prior written notice to RPS; and by RPS, upon three hundred sixty-five
(365) days' prior written notice to the Fund.
3.
Upon termination hereof, the Fund shall pay to RPS such compensation as may be
due as of the date of such termination, and shall likewise reimburse for
out-of-pocket expenses related to its services hereunder.
M. Notice
Any notice as required by this Agreement shall be sufficiently given (i)
when sent to an authorized person of the other party at the address of such
party set forth above or at such other address as such party may from time to
time specify in writing to the other party; or (ii) as otherwise agreed upon by
appropriate officers of the parties hereto.
N. Assignment
Neither this Agreement nor any rights or obligations hereunder may be
assigned either voluntarily or involuntarily, by operation of law or otherwise,
by either party without the prior written consent of the other party.
O. Amendment/Interpretive Provisions
The parties by mutual written agreement may amend this Agreement at any
time. In addition, in connection with the operation of this Agreement, RPS and
the Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions are to be signed by all parties and annexed hereto, but no
such provision shall contravene any applicable federal or state law or
regulation and no such interpretive or additional provision shall be deemed to
be an amendment of this Agreement.
P. Further Assurances
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
Q. Maryland Law to Apply
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of Maryland.
R. Merger of Agreement
This Agreement, including the attached Schedule supersede any prior
agreement with respect to the subject hereof, whether oral or written.
S. Counterparts
This Agreement may be executed by the parties hereto in any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
T. The Parties
All references herein to "the Fund" are to each of the Funds listed on
Appendix A individually, as if this Agreement were between such individual Fund
and RPS. In the case of a series Fund or trust, all references to "the Fund"
are to the individual series or portfolio of such Fund or trust, or to such Fund
or trust on behalf of the individual series or portfolio, as appropriate. Any
reference in this Agreement to "the parties" shall mean RPS and
such other individual Fund as to which the matter pertains. The "Fund" also
includes any X. Xxxx Price Fund which may be established after the date of this
Agreement.
Any reference in this Agreement to "the parties" shall mean the Funds and
RPS.
U. Directors, Trustees and Shareholders and Massachusetts Business Trust
It is understood and is expressly stipulated that neither the holders of
shares in the Fund nor any Directors or Trustees of the Fund shall be personally
liable hereunder. With respect to any Fund which is a party to this Agreement
and which is organized as a Massachusetts business trust, the term "Fund" means
and refers to the trustees from time to time serving under the applicable trust
agreement (Declaration of Trust) of such Trust as the same may be amended from
time to time. It is expressly agreed that the obligations of any such Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust of the Trust.
The execution and delivery of this Agreement has been authorized by the Trustees
and signed by an authorized officer of the Trust, acting as such, and neither
such authorization by such Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them, but shall bind only
the trust property of the Trust as provided in its Declaration of Trust.
V. Captions
The captions in the Agreement are included for convenience of reference
only and in no way define or limit any of the provisions hereof or otherwise
affect their construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers.
X. XXXX PRICE RETIREMENT PLAN X. XXXX PRICE FUNDS
SERVICES, INC.
/s/Xxxxxxx X. Xxxxx /s/Xxxxxx X. Xxxxxx
BY: ____________________ BY: ___________________
Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxx
DATED: ____________________ DATED: ___________________
APPENDIX A
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
X. XXXX PRICE DIVIDEND GROWTH FUND, INC.
X. XXXX PRICE EQUITY INCOME FUND
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE GNMA FUND
X. XXXX PRICE GROWTH & INCOME FUND, INC.
X. XXXX PRICE GROWTH STOCK FUND, INC.
X. XXXX PRICE HEALTH SCIENCES FUND, INC.
X. XXXX PRICE HIGH YIELD FUND, INC.
X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Equity Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Bond Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International 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 Latin America Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
X. XXXX PRICE MID-CAP GROWTH FUND, INC.
X. XXXX PRICE MID-CAP VALUE FUND, INC.
X. XXXX PRICE NEW AMERICA GROWTH FUND
X. XXXX PRICE NEW ERA FUND, INC.
X. XXXX PRICE NEW HORIZONS FUNDS, INC.
X. XXXX PRICE NEW INCOME FUND, INC.
X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC.
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
X. XXXX PRICE PRIME RESERVE FUND, INC.
X. XXXX PRICE REAL ESTATE FUND, INC.
X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC.
X. XXXX PRICE SHORT-TERM BOND FUND, INC.
X. XXXX PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
X. XXXX PRICE SMALL-CAP STOCK FUND, INC.
X. XXXX PRICE SMALL-CAP VALUE FUND, INC.
X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
X. XXXX PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
X. XXXX PRICE SUMMIT FUNDS, INC. on behalf of:
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE VALUE FUND, INC.
AMENDMENT NO. 1
AGREEMENT
BETWEEN
X. XXXX PRICE RETIREMENT PLAN SERVICES, INC.
AND
EACH OF THE PARTIES INDICATED ON APPENDIX A
The Retirement Plan Services Contract of January 1, 1998, between X. Xxxx
Price Retirement Plan Services, Inc. and each of the Parties listed on Appendix
A thereto is hereby amended, as of January 21, 1998, by adding thereto X. Xxxx
Price Index Trust, Inc., on behalf of X. Xxxx Price Extended Equity Market Index
Fund and X. Xxxx Price Total Equity Market Index Fund.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
X. XXXX PRICE DIVIDEND GROWTH FUND, INC.
X. XXXX PRICE EQUITY INCOME FUND
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE GNMA FUND
X. XXXX PRICE GROWTH & INCOME FUND, INC.
X. XXXX PRICE GROWTH STOCK FUND, INC.
X. XXXX PRICE HEALTH SCIENCES FUND, INC.
X. XXXX PRICE HIGH YIELD FUND, INC.
X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Equity Index 500 Fund
X. Xxxx Price Extended Equity Market Index Fund
X. Xxxx Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Bond Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International 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 Latin America Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
X. XXXX PRICE MID-CAP GROWTH FUND, INC.
X. XXXX PRICE MID-CAP VALUE FUND, INC.
X. XXXX PRICE NEW AMERICA GROWTH FUND
X. XXXX PRICE NEW ERA FUND, INC.
X. XXXX PRICE NEW HORIZONS FUNDS, INC.
X. XXXX PRICE NEW INCOME FUND, INC.
X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC.
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
X. XXXX PRICE PRIME RESERVE FUND, INC.
X. XXXX PRICE REAL ESTATE FUND, INC.
X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC.
X. XXXX PRICE SHORT-TERM BOND FUND, INC.
X. XXXX PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
X. XXXX PRICE SMALL-CAP STOCK FUND, INC.
X. XXXX PRICE SMALL-CAP VALUE FUND, INC.
X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
X. XXXX PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
X. XXXX PRICE SUMMIT FUNDS, INC.
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE VALUE FUND, INC.
Attest:
/s/Xxxxxxxx X. Xxxxxxx /s/Xxxxxx X. Xxxxxx
_____________________ _________________________
Xxxxxxxx X. Xxxxxxx, By: Xxxxxx X. Xxxxxx
Assistant Secretary Treasurer
Attest: X. XXXX PRICE RETIREMENT PLAN
SERVICES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/Xxxxx X. Xxxxxxx
_____________________ ____________________________
Xxxxxxx X. Xxx Xxxx, By: Xxxxx X. Xxxxxxx,
Assistant Secretary Vice President
AMENDMENT NO. 2
AGREEMENT
BETWEEN
X. XXXX PRICE RETIREMENT PLAN SERVICES, INC.
AND
EACH OF THE PARTIES INDICATED ON APPENDIX A
The Retirement Plan Services Contract of January 1, 1998, as amended January 21,
1998 between X. Xxxx Price Retirement Plan Services, Inc. and each of the
Parties listed on Appendix A thereto is hereby further amended, as of October
30, 1998, by adding thereto X. Xxxx Price Prime Reserve Fund, Inc., on behalf of
X. Xxxx Price Prime Reserve Fund--PLUS Class.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
X. XXXX PRICE DIVIDEND GROWTH FUND, INC.
X. XXXX PRICE EQUITY INCOME FUND
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE GNMA FUND
X. XXXX PRICE GROWTH & INCOME FUND, INC.
X. XXXX PRICE GROWTH STOCK FUND, INC.
X. XXXX PRICE HEALTH SCIENCES FUND, INC.
X. XXXX PRICE HIGH YIELD FUND, INC.
X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Equity Index 500 Fund
X. Xxxx Price Extended Equity Market Index Fund
X. Xxxx Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Bond Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Global Bond Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
X. XXXX PRICE MID-CAP GROWTH FUND, INC.
X. XXXX PRICE MID-CAP VALUE FUND, INC.
X. XXXX PRICE NEW AMERICA GROWTH FUND
X. XXXX PRICE NEW ERA FUND, INC.
X. XXXX PRICE NEW HORIZONS FUNDS, INC.
X. XXXX PRICE NEW INCOME FUND, INC.
X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC.
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
X. XXXX PRICE PRIME RESERVE FUND, INC.
X. Xxxx Price Prime Reserve Fund--PLUS Class
X. XXXX PRICE REAL ESTATE FUND, INC.
X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC.
X. XXXX PRICE SHORT-TERM BOND FUND, INC.
X. XXXX PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
X. XXXX PRICE SMALL-CAP STOCK FUND, INC.
X. XXXX PRICE SMALL-CAP VALUE FUND, INC.
X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
X. XXXX PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
X. XXXX PRICE SUMMIT FUNDS, INC.
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE VALUE FUND, INC.
Attest:
/s/Xxxxxxxx X. Xxxxxxx /s/Xxxxxx X. Xxxxxx
_____________________ _________________________
Xxxxxxxx X. Xxxxxxx, By: Xxxxxx X. Xxxxxx
Secretary Treasurer
Attest: X. XXXX PRICE RETIREMENT PLAN
SERVICES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/Xxxxx X. Xxxxxxx
_____________________ ____________________________
Xxxxxxx X. Xxx Xxxx, By: Xxxxx X. Xxxxxxx,
Assistant Secretary Vice President
AMENDMENT NO. 3
AGREEMENT
BETWEEN
X. XXXX PRICE RETIREMENT PLAN SERVICES, INC.
AND
EACH OF THE PARTIES INDICATED ON APPENDIX A
The Retirement Plan Services Contract of January 1, 1998, as amended January 21,
1998, and October 30, 1998 between X. Xxxx Price Retirement Plan Services, Inc.
and each of the Parties listed on Appendix A thereto is hereby further amended,
as of November 11, 1998, by adding thereto X. Xxxx Price International Funds,
Inc., on behalf of X. Xxxx Price International Growth & Income Fund.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
X. XXXX PRICE DIVIDEND GROWTH FUND, INC.
X. XXXX PRICE EQUITY INCOME FUND
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE GNMA FUND
X. XXXX PRICE GROWTH & INCOME FUND, INC.
X. XXXX PRICE GROWTH STOCK FUND, INC.
X. XXXX PRICE HEALTH SCIENCES FUND, INC.
X. XXXX PRICE HIGH YIELD FUND, INC.
X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Equity Index 500 Fund
X. Xxxx Price Extended Equity Market Index Fund
X. Xxxx Price Total Equity Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
X. XXXX PRICE INTERNATIONAL FUNDS, INC.
X. Xxxx Price International Bond Fund
X. Xxxx Price International Discovery Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Global Bond Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. Xxxx Price International Growth & Income Fund
X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
X. XXXX PRICE MID-CAP GROWTH FUND, INC.
X. XXXX PRICE MID-CAP VALUE FUND, INC.
X. XXXX PRICE NEW AMERICA GROWTH FUND
X. XXXX PRICE NEW ERA FUND, INC.
X. XXXX PRICE NEW HORIZONS FUNDS, INC.
X. XXXX PRICE NEW INCOME FUND, INC.
X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC.
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
X. XXXX PRICE PRIME RESERVE FUND, INC.
X. Xxxx Price Prime Reserve Fund--PLUS Class
X. XXXX PRICE REAL ESTATE FUND, INC.
X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC.
X. XXXX PRICE SHORT-TERM BOND FUND, INC.
X. XXXX PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
X. XXXX PRICE SMALL-CAP STOCK FUND, INC.
X. XXXX PRICE SMALL-CAP VALUE FUND, INC.
X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
X. XXXX PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
X. XXXX PRICE SUMMIT FUNDS, INC.
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE VALUE FUND, INC.
Attest:
/s/Xxxxxxxx X. Xxxxxxx /s/Xxxxxx X. Xxxxxx
_____________________ _________________________
Xxxxxxxx X. Xxxxxxx, By: Xxxxxx X. Xxxxxx
Secretary Treasurer
Attest: X. XXXX PRICE RETIREMENT PLAN
SERVICES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/Xxxxx X. Xxxxxxx
_____________________ ____________________________
Xxxxxxx X. Xxx Xxxx, By: Xxxxx X. Xxxxxxx,
Assistant Secretary Vice President
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