AGREEMENT
between
X. XXXX PRICE RETIREMENT PLAN SERVICES, INC.
and
X. XXXX PRICE FUNDS
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 Funds6
8. Telephone/On-Line Services 7
9. Correspondence 7
10. Prospectuses/Confirmation Statements 7
11. Proxies 7
12. Form N-SAR 7
13. Withholding 8
Article C Fees and Expenses 8
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 10
Article F Standard of Care/Indemnification 11
Article G Dual Interests 13
Article H Documentation 13
Article I Recordkeeping/Confidentiality 15
Article J Ownership of Software and Related Material 15
Article K As of Transactions 15
1. Reporting 16
2. Liability 17
Article L Term and Termination of Agreement 19
Article M Notice 19
Article N Assignment 19
Article O Amendment/Interpretive Provisions 20
Article P Further Assurances 20
Article Q Maryland Law to Apply 20
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 21
Article V Captions
21
AGREEMENT, made as of the first day of January, 2002, 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:
x.Xx 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") through the
National Securities Clearing Corporation ("NSCC") or
such other agreed upon method 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 directly or through the
NSCC, at a time designated by the NSCC or 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, through
the NSCC or such other method mutually agreed upon, or
directly to the Fund, as the case may be, for the
Omnibus Account of each Fund. Services will wire
proceeds to RPS, directly or through the NSCC, 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 orders
received in good order at that time and date, of such
Fund as calculated and provided by the Fund;
ii. Inform Services, directly or through the NSCC, 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 therefore;
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 directly or through the NSCC, or the Fund, as the
case may be, for the Omnibus Account of each Fund. RPS will
transmit by wire to Services, directly or through the NSCC,
the aggregate monies allocated to each Fund to coincide with
any net purchase order or instruct Services to wire to it,
directly or through the NSCC, 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 and Rule 17Ad-6 and 7 of
the Securities and Exchange Act of 1934 will be preserved for
the periods prescribed under the Rules. 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.
0.Xxx Information
RPS shall also prepare and file with appropriate federal
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/On-Line Services
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.
Procedures for processing telephone transactions will be
mutually agreed upon by both parties. RPS will also be
responsible for providing a telephone voice response unit and
on-line access services.
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 relating to transactions in the Funds,
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 Expenses
Except as set forth in this Paragraph C, RPS is responsible
for all expenses relating to the providing of services hereunder.
Each Fund is directly responsible for the fees set forth under
Schedule A as well as the following expenses and charges:
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 with investments in the Fund, 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, prospectuses and reports to
participants with investments in the Funds.
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:
telephone toll charges (both incoming and outgoing, local,
long distance and mailgrams); and
data and telephone lines and associated equipment such as
modems, multiplexers, and facsimile equipment.
4.Record Retention. The cost of maintenance and supplies
used to maintain, microfilm, copy, record, index, display,
retrieve, and store, in optical disc, cd rom or 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.
As an accommodation to the Funds and acting as their agent, RPS
may make payments directly to vendors for Fund expenses and,
thereafter, be reimbursed by the Funds on a timely basis.
D. Representations and Warranties of RPS
RPS represents and warrants to the Fund that:
0.Xx is a corporation duly organized and existing and in good
standing under the laws of Maryland.
0.Xx is duly qualified to carry on its business in Maryland,
Florida and Colorado.
0.Xx is empowered under applicable laws and by its charter
and by-laws to enter into and perform this Agreement.
4.All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
0.Xx has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and
obligations under this Agreement.
0.Xx is registered with the Securities and Exchange
Commission as a Transfer Agent pursuant to Section 17A of the
'34 Act.
E. Representations and Warranties of the Fund
The Fund represents and warrants to RPS that:
0.Xx is a corporation or business trust duly organized and
existing and in good standing under the laws of Maryland, or
Massachusetts, as the case may be.
0.Xx is empowered under applicable laws and by its Articles
of Incorporation or Declaration of Trust, as the case may be,
and By-Laws to enter into and perform this Agreement.
3.All proceedings required by said Articles of Incorporation
or Declaration of Trust, as the case may be, and By-Laws have
been taken to authorize it to enter into and perform this
Agreement.
0.Xx is an investment company registered under the Act.
5.A registration statement under the Securities Act of 1933
("the '33 Act") is currently effective and will remain
effective, and appropriate state securities law filing have
been made and will continue to be made, with respect to all
shares of the Fund being offered for sale.
F. Standard of Care/Indemnification
Notwithstanding anything to the contrary in this Agreement:
1. RPS shall not be liable to the Fund for any act or failure
to act by it or its agents or subcontractors on behalf of the
Fund in carrying or attempting to carry out the terms and
provisions of this Agreement provided RPS has acted in good
faith and without negligence or willful misconduct and
selected and monitored the performance of its agents and
subcontractors with reasonable care.
2.The Fund shall indemnify and hold RPS harmless from and
against all losses, costs, damages, claims, actions and
expenses, including reasonable expenses for legal counsel,
incurred by RPS resulting from: (i) any action or omission by
RPS or its agents or subcontractors in the performance of
their duties hereunder; (ii) RPS acting upon instructions
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.
0.Xx determining RPS' liability, an isolated error or
omission will normally not be deemed to constitute negligence
when it is determined that:
RPS had in place "appropriate procedures;"
the employees 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 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.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."
x.Xxxxxx 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
x.Xx will be the normal practice of the Fund not to
hold RPS liable with respect to any Transaction that
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
that 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 a
Significant Transaction, an isolated error or omission will
normally not be deemed to constitute negligence when it is
determined that:
RPS had in place "appropriate procedures."
the employees 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 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
that 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.
BY: /s/Xxxxxxx Xxxxx BY: /s/Xxxxxx Xxxxxxx
Xxxxxxx Xxxxx Xxxxxx Xxxxxxx
Treasurer
DATED: DATED:
LHC\Agrmnt\2002.RetirementPlanServices.ServiceAgreement.FINAL.doc
APPENDIX A
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE 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 FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE GNMA FUND
X. XXXX PRICE GLOBAL TECHNOLOGY FUND, INC.
X. XXXX PRICE GROWTH & INCOME FUND, INC.
X. XXXX PRICE GROWTH STOCK FUND, INC.
X. XXXX PRICE HEALTH SCIENCES FUND, INC.
X. XXXX PRICE HIGH YIELD FUND, INC.
X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Equity Index 500 Fund
X. Xxxx Price Extended Equity Market Index Fund
X. Xxxx Price Total Equity Market Index Fund
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 Emerging Europe & Mediterranean Fund
X. Xxxx Price International Bond Fund
X. Xxxx Price Emerging Markets Bond Fund
X. XXXX PRICE INTERNATIONAL INDEX FUND, INC.
X. Xxxx Price International Equity Index 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 SMALL-CAP STOCK FUND, INC.
X. XXXX PRICE SMALL-CAP VALUE FUND, INC.
X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Income Fund
Spectrum Growth Fund
Spectrum International Fund
X. XXXX PRICE SUMMIT FUNDS, INC.
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit GNMA Fund
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.
LHC\Agrmnt\2002RetirementPlanServices.ServiceAgreement.doc
