SPECIAL SERVICING AGREEMENT
THIS SPECIAL SERVICING AGREEMENT (“Agreement”), made as of the 1st day of January, 2002, is hereby amended as of September 1, 2003, April 21, 2004, July 19, 2006, August 15, 2008, and September 1, 2011 by and between X. XXXX PRICE SPECTRUM FUND, INC., on behalf of two of its separate series, X. XXXX PRICE SPECTRUM INCOME FUND and X. XXXX PRICE SPECTRUM GROWTH FUND (collectively hereafter referred to as the “Spectrum Funds”), EACH FUND LISTED ON APPENDIX A attached hereto (as such Appendix A may be amended from time to time) and which evidences its agreement to be bound separately and individually hereby by executing a copy of this Agreement (such funds hereinafter called the “Underlying Funds”), and X. XXXX PRICE ASSOCIATES, INC. (“Price Associates”).
W I T N E S S E T H:
WHEREAS, the Spectrum Funds and each of the Underlying Funds are registered as open-end, management investment companies under the Investment Company Act of 1940, as amended (“the Act”).
WHEREAS, the Spectrum Funds, the Underlying Funds, and certain other funds (the “Other Funds”) sponsored and advised by Price Associates or one of its affiliates have entered into an agreement (“Transfer Agency Agreement”), with X. Xxxx Price Services, Inc. (“Price Services”) for the provision of various transfer agency services in return for such compensation as is set forth therein;
WHEREAS, the Spectrum Funds, the Underlying Funds, and the Other Funds have entered into an agreement (“RPS Agreement”), with X. Xxxx Price Retirement Plan Services, Inc. (“Retirement Plan Services”), under which Retirement Plan Services is to furnish or contract to furnish to the Spectrum Funds, the Underlying Funds, and the Other Funds various participant account, recordkeeping, and other services for retirement plans in return for such compensation as is set forth therein;
WHEREAS, the Spectrum Funds, the Underlying Funds, and the Other Funds have entered into an agreement (“Fund Accounting Agreement”), with Price Associates for the provision of various accounting services in return for such compensation as is set forth therein;
WHEREAS, the Spectrum Funds, the Underlying Funds, and the Other Funds have entered into agreements (“Custodian Agreements”), with State Street Bank and Trust Company (“State Street”) and/or JPMorgan Chase Bank (“JPMorgan”) under which State Street and/or JPMorgan are to furnish to the Spectrum Funds, the Underlying Funds and the Other Funds various custodial services in return for such compensation as is set forth in the Custodian Agreements;
WHEREAS, the Spectrum Funds have entered into an Investment Management Agreement with Price Associates, for the provision of investment management services, and under such Agreement, Price Associates will be responsible for the payment of various the Spectrum Funds’ expenses, including expenses of the Spectrum Funds’ organization, operations, and business not paid for by the Underlying Funds pursuant to this Agreement;
WHEREAS, the Spectrum Funds will provide a means by which the Underlying Funds can consolidate shareholder accounts in the Underlying Funds;
WHEREAS, such shareholder account consolidation can reduce the fees of the Underlying Funds that would otherwise be due Price Services and Retirement Plan Services under the Transfer Agency and RPS Agreements, in the absence of such consolidation (such reduction in expenses hereinafter referred to as “Savings”);
WHEREAS, the Spectrum Funds will invest their assets exclusively in the Underlying Funds, except for cash needed for expenses, redemptions, or temporary defensive purposes; and
WHEREAS, the Board of Directors/Trustees of each of the Underlying Funds has determined it is reasonable to expect the aggregate expenses as described below of the Spectrum Funds to be less than the estimated Savings to each of the Underlying Funds from the operation of the Spectrum Funds; and such determination by the Board of Directors/Trustees is reviewed annually prior to determining whether to renew this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants spelled out herein, it is agreed between and among the parties hereto as follows:
1. SPECTRUM FUNDS’ EXPENSES
In accordance with the Fund Accounting Agreement, Price Associates will calculate the amounts of the Spectrum Funds’ expenses, as set forth in the Spectrum Funds’ Investment Management Agreements (“Expenses”), due under the Transfer Agency, RPS, Fund Accounting, Custodian, and Investment Management Agreements referred to above, as well as any other amounts due other persons as a result of the Spectrum Funds’ operations. However, under unusual circumstances, the parties may agree to exclude certain amounts from Expenses.
2. UNDERLYING FUNDS’ PAYMENT OF EXPENSES
Subject to Paragraph 3, each of the Underlying Funds will bear such Expenses in proportion to the average daily value of its shares owned by the Spectrum Funds, provided further that no Underlying Fund will bear such Expenses in excess of the estimated Savings to it (“Excess Expense”).
3. PAYMENT BY PRICE ASSOCIATES
In accordance with the Spectrum Funds’ Investment Management Agreements, Price Associates agrees that it will bear any Excess Expense described in Paragraph 2. Payment by Price Associates of any such Excess Expense will be made promptly to the appropriate Underlying Fund within 30 days of the end of any month for which any such payment is due.
4. USE OF PRICE NAME
The Spectrum Funds may utilize the “X. Xxxx Price” name so long as this Agreement remains in effect and the assets of the Spectrum Funds are invested solely in shares of the Underlying Funds (except for such cash or cash items as may be maintained from time to time to meet current expenses and redemptions).
5. SPECTRUM FUNDS’ INVESTMENT IN UNDERLYING FUNDS
The Spectrum Funds will utilize assets deposited with the custodian of the Spectrum Funds, State Street, from the sale of the Spectrum Funds’ shares, to promptly purchase shares of the Underlying Funds, and will undertake redemption or exchange of such shares of the Underlying Funds in the manner provided by the objectives and policies of the Spectrum Funds.
6. OPINION OF COUNSEL
At any time any of the parties hereto may consult legal counsel in respect of any matter arising in connection with this Agreement, and no such party shall be liable for any action taken or omitted by it in good faith in accordance with such instructions or with the advice or opinion of such legal counsel.
7. LIABILITIES
No party hereto shall be liable to any other party hereto for any action taken or thing done by it or its agents or contractors in carrying out the terms and provisions of this Agreement provided such party has acted in good faith and without negligence or willful misconduct and selected its agents and contractors with reasonable care.
8. TERM OF AGREEMENT; AMENDMENT; RENEWAL
The term of this Agreement shall begin on September 1, 2011, and unless sooner terminated as herein provided, the Agreement shall remain in effect through December 31, 2012. Thereafter, this Agreement shall continue from year to year if such continuation is specifically approved at least annually by the Board of Directors/Trustees of each Underlying Fund and the Spectrum Funds, including a majority of the independent Directors/Trustees of each such Fund. In determining whether to renew this Agreement, the Directors/Trustees of the Underlying Funds may request, and Price Associates will furnish, such information relevant to determining the past and future relationship between the Savings and Expenses. The Agreement may be modified or amended from time to time by mutual agreement between the parties hereto. Upon termination hereof, each party hereto will make appropriate arrangements to satisfy its obligations hereunder. This Agreement may be amended in the future to include as additional Fund parties to the Agreement other investment companies for which Price Associates or one of its affiliates serves as investment manager.
9. ASSIGNMENT
This Agreement shall not be assigned or transferred, either voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of the Underlying Funds and the Spectrum Funds. The Agreement shall automatically and immediately terminate in the event of its assignment without the prior written consent of such Funds.
10. NOTICE
Any notice under this Agreement shall be in writing, addressed and delivered or sent by registered or certified mail, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notices. Until further notice to the other parties, it is agreed that for this purpose the address of all parties to this Agreement is 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Secretary.
11. INTERPRETATIVE PROVISIONS
In connection with the operation of this Agreement, the parties may agree from time to time on such provisions interpretative 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 interpretative or additional provisions are to be signed by all parties and annexed hereto, but no such provisions shall contravene any applicable Federal or state law or regulation and no such interpretative or additional provision shall be deemed to be an amendment of the Agreement.
12. STATE LAW
This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Maryland.
13. 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.
14. UNDERLYING FUNDS
Each of the Funds listed in Appendix A agree to be bound, separately and individually, to the terms and conditions of this Agreement. Under no circumstances will any Underlying Fund be liable for any obligation of any other Underlying Fund.
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed as of the day and year first above written.
ATTEST: | X. XXXX PRICE SPECTRUM FUND, INC., on behalf of X. XXXX PRICE SPECTRUM INCOME FUND and X. XXXX PRICE SPECTRUM GROWTH FUND |
/s/Xxxxxxxx X. Lippert ______________________________________ Patricia X. Xxxxxxx, Secretary | /s/Xxxxxxx X. Shriver By: __________________________________________ Xxxxxxx X. Xxxxxxx, President |
X. XXXX PRICE ASSOCIATES, INC. | |
/s/ Xxxxxxx Van Horn ______________________________________ Barbara Van Horn, Secretary | /s/ Xxxxx Oestreicher By: __________________________________________ Xxxxx Xxxxxxxxxxx, Vice President |
EACH OF THE FUNDS LISTED IN APPENDIX A HERETO, SEPARATELY AND INDIVIDUALLY
/s/Xxxxxxxx X. Lippert ______________________________________ Patricia X. Xxxxxxx, Secretary | /s/ Xxxxx Oestreicher By: _________________________________________ Xxxxx Xxxxxxxxxxx, Vice President |
APPENDIX
X. Xxxx Price Blue Chip Growth Fund, Inc.
X. Xxxx Price Corporate Income Fund, Inc.
X. Xxxx Price Equity Income Fund
X. Xxxx Price GNMA Fund
X. Xxxx Price Growth & Income Fund, Inc.
X. Xxxx Price Growth Stock Fund, Inc.
X. Xxxx Price High Yield Fund, Inc.
X. Xxxx Price Inflation Focused Bond Fund, Inc. (formerly X. Xxxx Price Short-Term Income Fund, Inc.)
X. Xxxx Price International Funds, Inc., on behalf of the
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price International Bond Fund®
X. Xxxx Price International Growth & Income Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price Mid-Cap Growth Fund, Inc.
X. Xxxx Price Mid-Cap Value Fund, Inc.
X. Xxxx Price New Era Fund, Inc.
X. Xxxx Price New Horizons Fund, Inc.
X. Xxxx Price New Income Fund, Inc.
X. Xxxx Price Real Assets Fund, Inc.
X. Xxxx Price Short-Term Bond Fund, Inc.
X. Xxxx Price Small-Cap Value Fund, Inc.
X. Xxxx Price Summit Funds, Inc., on behalf of the
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price U.S. Treasury Funds, Inc., on behalf of the
X. Xxxx Price U.S. Treasury Long-Term Fund
X. Xxxx Price Value Fund, Inc.
CAPS\Documents\Agreements\Special Servicing Agreements\SPI and SPG Special Servicing Agreement.doc
