Z CLASS EXPENSE WAIVER AGREEMENT
Z CLASS EXPENSE WAIVER AGREEMENT
THIS EXPENSE WAIVER AGREEMENT (the “Agreement”), effective as of October 28, 2019, is entered into between ▇. ▇▇▇▇ Price Associates, Inc., a corporation organized and existing under the laws of the State of Maryland (the “Manager”), and each of the funds listed on Exhibit A, each of which is a separate series of a corporation listed on Exhibit A, each of which is organized and existing under the laws of the State of Maryland (each a “Fund” and collectively, the “Funds”).
WHEREAS, the Manager is an investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended;
WHEREAS, each Fund is an open-end management investment company registered as such with the SEC under the Investment Company Act of 1940, as amended (the “1940 Act”);
WHEREAS, each Fund’s Articles of Incorporation authorizes the issuance of new classes of shares upon approval by the Fund’s Board of Directors;
WHEREAS, each Corporation’s Board of Directors has approved the issuance of a zero-fee class of shares of each Fund called the Z Class (each a “Z Class” and collectively, the “Z Classes”), which will be available to funds-of-funds advised by ▇. ▇▇▇▇ Price and to other advisory clients of ▇. ▇▇▇▇ Price that pay a fee for investment advisory services pursuant to an agreement;
WHEREAS, pursuant to each Fund’s Investment Management Agreement with the Manager (the “Management Agreement”), each Fund pays the Manager a management fee for investment management services and bears the costs of its operating expenses with certain exceptions; and
WHEREAS, the Board of Directors of each Fund listed on Exhibit A has determined that it is in the best interests of each Fund to enter into this Agreement with respect to each Fund’s Z Class;
NOW, THEREFORE, the Manager and each Fund hereby agree as follows:
1. Expense Waiver.
The Manager agrees to waive or pay all of the Z Class’ fees and expenses, including but not limited to management fees and other operating expenses, but excluding interest; expenses related to borrowings, taxes, and brokerage; and nonrecurring, extraordinary expenses (collectively, “Z Class Expenses”), or reimburse the Fund for any Z Class Expenses (hereinafter referred as the “Expense Waiver”).
2. Amendment and Termination of Agreement.
This agreement may only be amended with the written consent of the Manager and the Fund. In the case of the Fund, an amendment must be approved by the Board of Directors, including a majority of the directors who are not interested persons within, the meaning of the 1940 Act (the “Independent Directors”), of the Fund. This
agreement may not be terminated without the approval by the Board of Directors, including the approval of a majority of the Independent Directors, provided that this Agreement will terminate automatically upon termination of its Management Agreement. Amendment or termination of this Agreement does not require approval by shareholders of the Fund or its separate classes of shares.
3. Separate Agreement
This Agreement shall be deemed to constitute a separate agreement between the Manager and each Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of date stated in the preamble.
▇. ▇▇▇▇ PRICE ASSOCIATES, INC. | EACH FUND LISTED ON EXHIBIT A |
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:___________________________________ Vice President | /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ By:___________________________________ Executive Vice President |
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EXHIBIT A
Fund | Corporation |
▇. ▇▇▇▇ Price Dynamic Global Bond Fund—Z Class | ▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC. |
▇. ▇▇▇▇ Price Emerging Markets Discovery Stock Fund | ▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC. |
▇. ▇▇▇▇ Price Emerging Markets Bond Fund—Z Class | ▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC. |
▇. ▇▇▇▇ Price Emerging Markets Stock Fund—Z Class | ▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC. |
▇. ▇▇▇▇ Price Equity Index 500 Fund—Z Class | ▇. ▇▇▇▇ PRICE INDEX TRUST, INC. |
▇. ▇▇▇▇ Price Floating Rate Fund—Z Class | ▇. ▇▇▇▇ PRICE FLOATING RATE FUND, INC. |
▇. ▇▇▇▇ Price Growth Stock Fund—Z Class | ▇. ▇▇▇▇ PRICE GROWTH STOCK FUND, INC. |
▇. ▇▇▇▇ Price High Yield Fund—Z Class | ▇. ▇▇▇▇ PRICE HIGH YIELD FUND, INC. |
▇. ▇▇▇▇ Price Institutional Floating Rate Fund—Z Class | ▇. ▇▇▇▇ PRICE INSTITUTIONAL INCOME FUNDS, INC. |
▇. ▇▇▇▇ Price Institutional High Yield Fund—Z Class | ▇. ▇▇▇▇ PRICE INSTITUTIONAL INCOME FUNDS, INC. |
▇. ▇▇▇▇ Price International Bond Fund—Z Class | ▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC. |
▇. ▇▇▇▇ Price International Bond Fund (USD Hedged)—Z Class | ▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC. |
▇. ▇▇▇▇ Price International Stock Fund—Z Class | ▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC. |
▇. ▇▇▇▇ Price International Value Equity Fund—Z Class | ▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC. |
▇. ▇▇▇▇ Price Limited Duration Inflation Focused Bond Fund—Z Class | ▇. ▇▇▇▇ PRICE LIMITED DURATION INFLATION FOCUSED BOND FUND, INC. |
▇. ▇▇▇▇ Price Mid-Cap Growth Fund—Z Class | ▇. ▇▇▇▇ PRICE MID-CAP GROWTH FUND, INC. |
▇. ▇▇▇▇ Price Mid-Cap Index Fund—Z Class | ▇. ▇▇▇▇ PRICE INDEX TRUST, INC. |
▇. ▇▇▇▇ Price Mid-Cap Value Fund—Z Class | ▇. ▇▇▇▇ PRICE MID-CAP VALUE FUND, INC. |
▇. ▇▇▇▇ Price New Horizons Fund—Z Class | ▇. ▇▇▇▇ PRICE NEW HORIZONS FUND, INC. |
▇. ▇▇▇▇ Price New Income Fund—Z Class | ▇. ▇▇▇▇ PRICE NEW INCOME FUND, INC. |
▇. ▇▇▇▇ Price Overseas Stock Fund—Z Class | ▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC. |
▇. ▇▇▇▇ Price Real Assets Fund—Z Class | ▇. ▇▇▇▇ PRICE REAL ASSETS FUND, INC. |
▇. ▇▇▇▇ Price Small-Cap Index Fund—Z Class | ▇. ▇▇▇▇ PRICE INDEX TRUST, INC. |
▇. ▇▇▇▇ Price Small-Cap Stock Fund—Z Class | ▇. ▇▇▇▇ PRICE SMALL-CAP STOCK FUND, INC. |
▇. ▇▇▇▇ Price Small-Cap Value Fund—Z Class | ▇. ▇▇▇▇ PRICE SMALL-CAP VALUE FUND, INC. |
▇. ▇▇▇▇ Price U.S. Large-Cap Core Fund | ▇. ▇▇▇▇ PRICE U.S. LARGE-CAP CORE FUND, INC. |
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Fund | Corporation |
U.S. Treasury Long-Term Fund—Z Class | ▇. ▇▇▇▇ PRICE U.S. TREASURY FUNDS, INC. |
U.S. Treasury Money Fund—Z Class | ▇. ▇▇▇▇ PRICE U.S. TREASURY FUNDS, INC. |
▇. ▇▇▇▇ Price Value Fund—Z Class | ▇. ▇▇▇▇ PRICE VALUE FUND, INC. |
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