The Agreement between X. Xxxx Price Retirement Plan Services, Inc. and
the Taxable Funds, dated January 1, 1998, as amended.[/R]
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.
c. In 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 Market Index Fund and
X. Xxxx Price Total 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 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. 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.
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
