TRANSFER AGENCY AND SERVICE AGREEMENT
between
X. XXXX PRICE SERVICES, INC.
and
THE X. XXXX PRICE FUNDS
TABLE OF CONTENTS
Page
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 Debits 7
6. Redemption of Shares under a Hold 8
7. Dividends, Distributions and Other Corporate
Actions 10
8. Abandoned Property and Lost Shareholders 10
9. Books and Records 11
10. Authorized Issued and Outstanding Shares 13
11. Tax Information 13
12. Information to be Furnished to the Fund 14
13. Correspondence 14
14. Lost or Stolen Securities 14
15. Telephone/Computer Services 14
16. Collection of Shareholder Fees 15
17. Form N-SAR 15
18. Cooperation With Accountants 15
19. Blue Sky 15
20. Other Services 16
Article C Fees and Expenses 16
Article D Representations and Warranties of the Price Services
18
Article E Representations and Warranties of the Fund 18
Article F Standard of Care/Indemnification 19
Article G Dual Interests 21
Article H Documentation 21
Article I References to Price Services 23
Article J Compliance with Governmental Rules and Regulations
23
i
Article K Ownership of Software and Related Material 23
Article L Quality Service Standards 23
Article M As of Transactions 23
Article N Term and Termination of Agreement 27
Article O Notice 27
Article P Assignment 27
Article Q Amendment/Interpretive Provisions 27
Article R Further Assurances 28
Article S Maryland Law to Apply 28
Article T Merger of Agreement 28
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, 2002, 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;
WHEREAS, certain of the Funds are underlying investment
options of portfolios of College Savings Programs ("529 Plans")
and Price Services has the capability of providing services, on
behalf of the Funds, for the accounts of individuals
participating in these 529 Plans;
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");
and
WHEREAS, Price Services 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
529 Plans, 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 and
their affiliates may enter into contracts ("Other Contracts")
with employee benefit plans and/or their sponsors and the
sponsors of 529 Plans for the provision of certain services to
participants of 529 Plans and Retirement Plans. 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:
- Examine the check to determine if the check conforms to the
Funds' acceptance procedures (including certain third-party check
procedures). If the check conforms, 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);
- 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;
- Ensure that any documentation received from Investors is in
"good order" and all appropriate documentation is received to
establish an account.
- 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;
- Maintain a record of all unpaid purchases and report such
information to the Fund daily;
- Process periodic payment orders, as authorized by investors,
in accordance with the payment procedures mutually agreed upon by
both parties;
- 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");
- Process contributions in the 529 Plan investment option
selected by participant and monitor participant account levels
for maximum contribution limit as permitted by 529 Plan;
- Process orders received from third-party intermediaries on
behalf of beneficial Shareholders of omnibus 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
- Process telephone and computer 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 Custodian. 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:
- 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;
- Notify the Fund on the next business day of the total number
of Shares presented and covered by all such requests;
- 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;
- 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;
- 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;
- 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;
- Make such withholdings as may be required under applicable
Federal tax laws;
- 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;
Process redemption orders received from third party
intermediaries on behalf of beneficial Shareholders in omnibus
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;
- Process distributions and refunds of 529 Plans to
participants or others, as directed, in accordance with the 529
Plan's requirements; and
- 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 shareholders or 529
plan participants, and in the case of Retirement Accounts,
to the participants and/or 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
- 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");
- 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.
- Redemption of Uncollected Funds
- 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.
- 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.
- Checkwriting Redemptions.
- 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
obtain alternative instructions for payment (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.
- 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.
- Confirmations of Available Funds/Bank Account Registrations.
The Fund expects that situations may develop whereby it would be
beneficial to determine (i) 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 or (ii) if the bank
account owner(s) are the same as the Fund Shareholder(s) (i.e.,
when establishing an account on-line and funding the account via
ACH). 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 question and/or the bank account owner(s) are the same as the
mutual fund owner(s). Price Services will maintain written
documentation or a recording of each telephone call that 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
- 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.
- 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 that 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, 529 Plan, Retirement Plan or Retirement
Account, as the case may be, the following:
- Names, address and tax identification number;
- Number of Shares held;
- Certain historical information regarding the account of each
Shareholder, including dividends and distributions distributed in
cash or invested in Shares;
- Pertinent information regarding the establishment and
maintenance of Retirement Plans and Retirement Accounts necessary
to properly administer each account;
- 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;
- Any stop or restraining order placed against a Shareholder's
account;
- Information with respect to withholdings on domestic and
foreign accounts;
- 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;
- Any correspondence relating to the current maintenance of a
Shareholder's account;
- Certificate numbers and denominations for any Shareholder
holding certificates;
- 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 and 17AD-6 and 7
under the Securities and Exchange Act will be preserved for
the periods and maintained in a manner prescribed under the
Rules. 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 that 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, participants and Administrators relating to
Shareholder Accounts, Retirement Accounts, and 529 Plan
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 or participant 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/Participant Fees
Calculate and notify shareholders and participants of
529 Plans of any fees owed the Fund, its affiliates or its
agents. Such fees include the small account fee, XXX
custodial fee, wire fee and any initial and annual fees for
participation in the 529 Plan.
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 Expenses
Except as set forth in this Paragraph C, Price Services is
responsible for all expenses relating to the providing of the
services hereunder. Each Fund is directly responsible for the
fees set forth under Section I of Schedule A and the vendor
charges under Section II of Schedule A as well as the following
expenses and charges:
- Postage. The cost of postage and freight for mailing
materials to Shareholders and 529 Plan 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.
- 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.
- Communications
- Print. The printed forms used internally and externally for
documentation and processing Shareholder and 529 Plan 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.
- Print & Mail House. The cost of internal and third party
printing and mail house services, including printing of
statements, prospectuses and reports sent to existing
Shareholders.
- Voice and Data. The cost of equipment (including associated
maintenance), supplies and services used for communicating with
and servicing Shareholders of the Fund and 529 Plan 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:
- telephone toll charges (both incoming and outgoing, local,
long distance and mailgrams);
- data and telephone expenses to communicate with shareholders
and transfer shareholders between X. Xxxx Price facilities; and
- production support, service enhancements and custom
reporting for the shareholder mainframe recordkeeping system.
- 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.
- 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.
As an accommodation to the Funds and acting as their agent,
Price Services may make payments directly to vendors for Fund
expenses and, thereafter, be reimbursed by the Funds on a timely
basis.
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:
- Price Services had in place "appropriate procedures;" and
- the employee(s) responsible for the error or omission had
been reasonably trained and were being appropriately monitored.
No evidence or circumstances have been produced to indicate
that the individual who committed the error or omission was
functioning in bad faith, gross negligence or willful
misconduct at the time of the incident.
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:
- 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;
- 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;
- 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;
- All account application forms and other documents relating
to Shareholders' accounts;
- 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
- 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.
- As requested by Price Services, the Fund will also furnish
from time to time the following documents:
- Each resolution of the Board of Directors/Trustees of the
Fund authorizing the original issue of its Shares;
- 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;
- A certified copy of each amendment to the Articles of
Incorporation or Declaration of Trust, and the By-Laws of the
Fund;
- Certified copies of each vote of the Board of
Directors/Trustees authorizing officers to give instructions to
the Transfer Agent;
- 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
- 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.
- 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").
- Liability
1. It will be the normal practice of the
Funds not to hold Price Services liable with respect to
any Transaction that 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 that 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:
- Procedures and controls adopted by Price Services to prevent
As Of Processing;
- Whether such procedures and controls were being followed at
the time of the Significant Transaction;
- The absolute and relative volume of all transactions
processed by Price Services on the day of the Significant
Transaction;
- 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;
- 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:
- Price Services had in place "appropriate procedures."
- the employee(s) responsible for the error or omission had
been reasonably trained and were being appropriately monitored;
and
- No evidence or circumstances have been produced to indicate
that the individual who committed the error or omission was
functioning in bad faith, gross negligence or willful misconduct
at the time of the incident.
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.
- 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
- 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.
- 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.
- 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
that 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 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.
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:
lhc\wpdata\agrmnt\2002.PriceServices.TransferAgencyAgreement.doc
APPENDIX A
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.
X. Xxxx Price Blue Chip Growth Fund--Advisor Class
X. XXXX PRICE 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 Growth Stock Fund--Advisor Class
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
X. XXXX PRICE INSTITUTIONAL EQUITY FUNDS, INC.
X. Xxxx Price Institutional Mid-Cap Equity Growth
Fund
X. Xxxx Price Institutional Large-Cap Value Fund
X. Xxxx Price Institutional Small-Cap Stock Fund
X. Xxxx Price Institutional Large-Cap Growth Fund
X. XXXX PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
X. Xxxx Price Institutional 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.
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
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, 2002,
between X. Xxxx Price Services, Inc., and each of the Parties
listed on Appendix A thereto is hereby amended, as of April
24, 2002, by adding thereto X. Xxxx Price Institutional
Income Funds, Inc., on behalf of X. Xxxx Price Institutional
High Yield Fund.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.
X. Xxxx Price Blue Chip Growth Fund--Advisor Class
X. XXXX PRICE 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 Growth Stock Fund--Advisor Class
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
X. XXXX PRICE INSTITUTIONAL EQUITY FUNDS, INC.
X. Xxxx Price Institutional Mid-Cap Equity Growth
Fund
X. Xxxx Price Institutional Large-Cap Value Fund
X. Xxxx Price Institutional Small-Cap Stock Fund
X. Xxxx Price Institutional Large-Cap Growth Fund
X. XXXX PRICE INSTITUTIONAL INCOME FUNDS, INC.
X. Xxxx Price Institutional High Yield Fund
X. XXXX PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
X. Xxxx Price Institutional 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.
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
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, 2002,
between X. Xxxx Price Services, Inc., and each of the Parties
listed on Appendix A thereto is hereby amended, as of July
24, 2002, by adding thereto X. Xxxx Price Tax-Free Income
Fund, Inc., on behalf of X. Xxxx Price Tax-Free Income Fund--
Advisor Class; X. Xxxx Price International Funds, Inc., on
behalf of X. Xxxx Price International Growth & Income Fund--
Advisor Class, X. Xxxx Price International Growth & Income
Fund--R Class, and X. Xxxx Price International Stock Fund--R
Class; X. Xxxx Price New Income Fund, Inc., on behalf of X.
Xxxx Price New Income Fund--Advisor Class and X. Xxxx Price
New Income Fund--R Class; X. Xxxx Price Equity Income Fund,
on behalf of X. Xxxx Price Equity Income
Fund--R Class; X. Xxxx Price Institutional International
Funds, Inc., on behalf of X. Xxxx Price Institutional
Emerging Markets Equity Fund; X. Xxxx Price Mid-Cap Value
Fund, Inc., on behalf of X. Xxxx Price Mid-Cap Value Fund--
Advisor Class and X. Xxxx Price Mid-Cap Value Fund--R Class;
X. Xxxx Inflation Protected Bond Fund, Inc.; X. Xxxx Price
Growth Stock Fund, Inc., on behalf of X. Xxxx Price Growth
Stock Fund--R Class; X. Xxxx Price Mid-Cap Growth Fund, Inc.,
on behalf X. Xxxx Price Mid-Cap Growth Fund--R Class; X. Xxxx
Price Blue Chip Growth Fund, Inc., on behalf of X. Xxxx Price
Blue Chip Growth Fund--R Class; X. Xxxx Price Retirement
Funds, Inc., on behalf of X. Xxxx Price Retirement 2010 Fund,
X. Xxxx Price Retirement 2020 Fund, X. Xxxx Price Retirement
2030 Fund, and X. Xxxx Price Retirement 2040 Fund.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.
X. Xxxx Price Blue Chip Growth Fund--Advisor Class
X. Xxxx Price Blue Chip Growth Fund--R 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 Income Fund--R 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 Growth Stock Fund--Advisor Class
X. Xxxx Price Growth Stock Fund--R Class
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
X. XXXX PRICE INFLATION PROTECTED BOND FUND, INC.
X. XXXX PRICE INSTITUTIONAL EQUITY FUNDS, INC.
X. Xxxx Price Institutional Mid-Cap Equity Growth
Fund
X. Xxxx Price Institutional Large-Cap Value Fund
X. Xxxx Price Institutional Small-Cap Stock Fund
X. Xxxx Price Institutional Large-Cap Growth Fund
X. XXXX PRICE INSTITUTIONAL INCOME FUNDS, INC.
X. Xxxx Price Institutional High Yield Fund
X. XXXX PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
X. Xxxx Price Institutional Emerging Markets Equity
Fund
X. Xxxx Price Institutional 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 Growth & Income Fund--
Advisor Class
X. Xxxx Price International Growth & Income Fund--R
Class
X. Xxxx Price International Stock Fund--R 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 Growth Fund--R Class
X. XXXX PRICE MID-CAP VALUE FUND, INC.
X. Xxxx Price Mid-Cap Value Fund--Advisor Class
X. Xxxx Price Mid-Cap Value Fund--R Class
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 New Income Fund--Advisor Class
X. Xxxx Price New Income Fund--R Class
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 RETIREMENT FUNDS, INC.
X. Xxxx Price Retirement 2010 Fund
X. Xxxx Price Retirement 2020 Fund
X. Xxxx Price Retirement 2030 Fund
X. Xxxx Price Retirement 2040 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 Income Fund--Advisor Class
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
TRPPROD\EDG\Agmts.edg\2002 Agmts\TransferAgency2002.doc
