AMENDMENT TO UNDERWRITING AGREEMENTS (the “Agreements”) Between Each of the T. ROWE PRICE FUNDS (collectively, the “Corporations/Trusts”) as set forth on Schedule A hereto And
AMENDMENT TO
UNDERWRITING AGREEMENTS
(the “Agreements”)
Between
Each of the X. XXXX PRICE FUNDS
(collectively, the “Corporations/Trusts”) as set forth on Schedule A hereto
And
X. XXXX PRICE INVESTMENT SERVICES, INC.
(the “Distributor”)
This is an amendment, made as of February 6, 2017, to each of the Agreements listed on Schedule A, by and between each respective Corporation/Trust, separately and not jointly, and the Distributor.
WITNESSETH:
WHEREAS, the Distributor is engaged principally in the business of distributing shares of the investment companies sponsored and managed by X. Xxxx Price Associates, Inc. (“Price Associates”) and is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, (“SEA-34”) and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), and the Funds desire the Distributor, as set forth in each Agreement, to continue to act as the distributor in the public offering of their shares;
WHEREAS, at its meeting on February 6, 2017, the board of directors/trustees of each of the Corporations/Trusts authorized the respective Corporation/Trust to amend its Agreement to allow the Distributor to enter into separate agreements with affiliated X. Xxxx Price entities, which will authorize those entities to offer for sale and accept orders for the sale of Fund Shares in limited circumstances from investors in countries outside the United States;
WHEREAS, the Distributor and the Corporations/Trusts desire to continue each respective Agreement on the same terms and conditions other than as described below; and
WHEREAS, tunless otherwise defined herein, capitalized terms used herein shall have the respective meaning ascribed in the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth, the parties hereto agree as follows:
1. Paragraph 2 of each Agreement is amended to read as follows:
2. Sale of Shares. Subject to the provisions of Paragraphs 3, 4, and 6 hereof, and to such minimum purchase requirements as may from time to time be currently indicated in the prospectus for the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), the Distributor is authorized to sell, as agent for the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), Shares authorized for issuance and registered under SA-33. Distributor may also sell Shares under offers of exchange between and among the investment companies for which Price Associates acts as sponsor and investment adviser (“Price Funds”). Distributor may also purchase as principal such Shares for resale to the public. Such sale will be made by Distributor on behalf of the Fund or Funds (as applicable) by accepting unconditional orders to purchase the Shares placed with Distributor by investors or by selected dealers and such purchases will be made by Distributor only after acceptance by Distributor of such orders. The sales price to the public of such Shares shall be the public offering price as defined in Paragraph 5 hereof.
The Distributor shall have the right to enter into selected dealer agreements with registered and qualified securities dealers and other financial institutions of its choice for the sale of Shares, provided that the Corporation shall approve the forms of such agreements. Within the United States, the Distributor shall offer and sell Shares only to such selected dealers as are members in good standing of FINRA or are institutions exempt from registration under applicable federal securities laws. Shares sold to selected dealers shall be for resale by such dealers only at the public offering price as defined in Paragraph 5 hereof.
The Distributor shall have the right to enter into agreements with one or more entities that control or are controlled by, or are under common control with, the Distributor (“Foreign Affiliates”) to enable those Foreign Affiliates to offer and sell Shares to investors and financial intermediaries outside the United States, subject to the rules, regulations, and legal requirements applicable to the country in which the investor or financial intermediary is located. Any Foreign Affiliates authorized to sell Shares shall not be considered a third party beneficiary of this Agreement and any Shares sold by Foreign Affiliates shall be at the public offering price as defined in Paragraph 5 hereof. Without limiting the generality of the foregoing, the Distributor shall require any such Foreign Affiliate to comply with any limitations on the Distributor set out in this Agreement (except to the extent such limitations relate solely to compliance with U.S. laws, rules, regulations and legal requirements applicable to the conduct of the Distributor with respect to the offer and sale of Shares within the United States.
2. Paragraph 7 of each Agreement is amended to read as follows:
7. Solicitation of Orders. In consideration of the rights granted to the Distributor under this Agreement, Distributor will use its best efforts (but only in states in which Distributor may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issuance by the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), and registered under SA-33, provided that Distributor may in its discretion reject any order to purchase Shares. This does not obligate the Distributor to register or maintain its registration as a broker or dealer under the state securities laws of any jurisdiction if, in the discretion of the Distributor, such
registration is not practical or feasible. The Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) shall make available to the Distributor at the expense of the Distributor such number of copies of the Fund’s currently effective prospectus as the Distributor may reasonably request. The Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) shall furnish to the Distributor copies of all information, financial statements, and other papers which the Distributor may reasonably request for use in connection with the distribution of Shares. For any solicitations of orders outside the United States, the Distributor shall require the applicable Foreign Affiliate to comply with all country-specific laws, regulations, and licensing and registration requirements.
3. Paragraph 8 of each Agreement is amended to read as follows:
8. Authorized Representations. The Corporation is not authorized by the Distributor to give, on behalf of the Distributor, any information or to make any representations other than the information and representations contained in a registration statement or prospectus filed with the SEC under SA-33 and/or ICA-40, covering Shares, as such registration statement and prospectus may be amended or supplemented from time to time.
Neither Distributor nor any selected dealer nor any other person, including a Foreign Affiliate, if applicable, is authorized by the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) any information or to make any representations in connection with the sale of Shares other than the information and representations contained in a registration statement or prospectus filed, on behalf of the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), with the SEC under SA-33 and/or ICA-40, covering Shares, as such registration statement and prospectus may be amended or supplemented from time to time, or contained in shareholder reports or other material that may be prepared by or on behalf of the Fund. This shall not be construed to prevent the Distributor from preparing and distributing tombstone ads and sales literature or other material as it may deem appropriate. No person other than Distributor is authorized to act as principal underwriter (as such term is defined in ICA-40, as amended) for the Corporation.
4. Paragraph 9 of each Agreement is amended to read as follows:
9. Registration and Sale of Additional Shares. The Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) will, from time to time, use its best efforts to register under SA-33, such Shares of the Fund or Funds (as applicable) as Distributor may reasonably be expected to sell on behalf of the Fund or Funds (as applicable). In connection therewith, the Fund hereby agrees to register an indefinite number of Shares pursuant to Rule 24f-2 under ICA-40, as amended. The Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) will, in cooperation with the Distributor, take such action as may be necessary from time to time to qualify such Shares (so registered or otherwise qualified for sale under SA-33), in any state mutually agreeable to the Distributor and the Fund, and to maintain such qualification. For any sales of Shares outside the United States, the Distributor shall require the applicable Foreign Affiliate to comply with all country-specific laws, regulations, and licensing and registration requirements.
5. Paragraph 11 or Paragraph 12 of each Agreement, as applicable, is amended to read as follows:
Conformity With Law. Distributor agrees that in selling Shares it shall duly conform in all respects with the laws of the United States and any state in which such Shares may be offered for sale by Distributor pursuant to this Agreement and to the rules and regulations of FINRA. The Distributor shall require the applicable Foreign Affiliate to agree that in accepting sales of Shares outside the United States it shall duly conform in all respects with the laws of the applicable country in which sales of such Shares are accepted.
6. Paragraph 12 or Paragraph 13 of each Agreement, as applicable, is amended to read as follows:
Independent Contractor. Distributor shall be an independent contractor and neither Distributor, nor any of its officers, directors, employees, or representatives is or shall be an employee of the Corporation in the performance of Distributor’s duties hereunder. Distributor shall be responsible for its own conduct and the employment, control, and conduct of its agents (including any Foreign Affiliates, if applicable) and employees and for injury to such agents or employees or to others through its agents or employees. Distributor assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employee taxes thereunder.
7. The first paragraph relating to Indemnification under Paragraph 13 or Paragraph 14, as applicable, of each Agreement is amended to read as follows:
Indemnification. Distributor, on its own behalf and on behalf of any Foreign Affiliate entering into an agreement to distribute and accept sales of Shares of the Fund, agrees to indemnify and hold harmless the Corporation or Fund, as appropriate, and each of the Corporation’s directors, officers, employees, representatives and each person, if any, who controls the Corporation or Fund within the meaning of Section 15 of SA-33 against any and all losses, liabilities, damages, claims, or expenses (including the reasonable costs of investigating or defending any alleged loss, liability, damage, claim, or expense and reasonable legal counsel fees incurred in connection therewith) to which the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) or such of the Corporation’s directors, officers, employees, representatives, or controlling person may become subject under SA-33, under any other statute, at common law, or in any jurisdiction outside the United States, or otherwise, arising out of the acquisition of any Shares by any person which (i) may be based upon any wrongful act by Distributor (or Foreign Affiliate) or any of Distributor’s (or Foreign Affiliate’s) directors, officers, employees, or representatives, or (ii) may be based upon any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, shareholder report, or other information covering Shares filed or made public by the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in reliance upon information furnished to the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) by Distributor. In no case (i) is Distributor’s indemnity in favor
of the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), or any person indemnified to be deemed to protect the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), as appropriate, or such indemnified person against any liability to which the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), as appropriate, or such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of his duties or by reason of his reckless disregard of his obligations and duties under this Agreement or (ii) is Distributor to be liable under its indemnity agreement contained in this Paragraph with respect to any claim made against the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), or any person indemnified unless the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), as appropriate, or such person, as the case may be, shall have notified Distributor in writing of the claim within a reasonable time after the summons or other first written notification giving information of the nature of the claim shall have been served upon the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement), or upon such person (or after the Corporation, Trust, or Fund or such person shall have received notice of such service on any designated agent). However, failure to notify Distributor of any such claim shall not relieve Distributor from any liability which Distributor may have to the Corporation, Trust, Fund, or Funds (as applicable based on the term used in each respective Agreement) or any person against whom such action is brought otherwise than on account of Distributor’s indemnity agreement contained in this Paragraph.
8. Except as amended hereby, all of the terms and conditions of each Agreement shall remain in full force and effect in accordance with its terms. The parties acknowledge that the rights and obligations of the Corporations/Trusts hereunder are several and not joint, that no Corporation/Trust shall be liable for any responsibility or amount owing by another Corporation/Trust, and that the Corporations/Trusts have executed one instrument for convenience only.
IN WITNESS THEREOF, the parties hereto have caused this Amendment to be signed by their respective officers thereunto duly authorized, as of the day and year first written above.
Attest: | Each of the Corporations/Trusts listed in Schedule A |
/s/Xxxxxxx X. Braman _________________________________ Darrell X. Xxxxxx, Secretary | /s/Xxxxx Oestreicher __________________________________ David Xxxxxxxxxxx, Vice President |
Attest: | X. XXXX PRICE INVESTMENT SERVICES, INC. |
/s/Xxxx X. Flister ________________________________ Joan X. Xxxxxxx, Assistant Secretary | /s/Xxxxxxx X. Braman __________________________________ Darrell X. Xxxxxx, Vice President |
SCHEDULE A
Reference is made to each of the following Corporations/Trusts, including any current or future series thereunder:
X. Xxxx Price Balanced Fund, Inc.
X. Xxxx Price Blue Chip Growth Fund, Inc.
X. Xxxx Price California Tax-Free Income Trust
X. Xxxx Price Capital Appreciation Fund
X. Xxxx Price Capital Appreciation & Income Fund, Inc.
X. Xxxx Price Capital Opportunity Fund, Inc.
X. Xxxx Price Corporate Income Fund, Inc.
X. Xxxx Price Credit Opportunities Fund, Inc.
X. Xxxx Price Diversified Mid-Cap Growth Fund, Inc.
X. Xxxx Price Dividend Growth Fund, Inc.
X. Xxxx Price Equity Income Fund
X. Xxxx Price Equity Series, Inc.
X. Xxxx Price Financial Services Fund, Inc.
X. Xxxx Price Fixed Income Series, Inc.
X. Xxxx Price Floating Rate Fund, Inc.
X. Xxxx Price Global Allocation Fund, Inc.
X. Xxxx Price Global Multi-Sector Bond Fund, Inc.
X. Xxxx Price Global Real Estate Fund, Inc.
X. Xxxx Price Global Technology Fund, Inc.
X. Xxxx Price GNMA Fund
X. Xxxx Price Government Money 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 Inflation Protected Bond Fund, Inc.
X. Xxxx Price Institutional Equity Funds, Inc.
X. Xxxx Price Institutional Income Funds, Inc.
X. Xxxx Price Institutional International Funds, Inc.
X. Xxxx Price Intermediate Tax-Free High Yield Fund, Inc.
X. Xxxx Price International Funds, Inc.
X. Xxxx Price International Index Fund, Inc.
X. Xxxx Price International Series, Inc.
X. Xxxx Price Limited Duration Inflation Focused Bond Fund, Inc.
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 Multi-Sector Account Portfolios, Inc.
X. Xxxx Price New America Growth Fund
X. Xxxx Price New Era Fund, Inc.
X. Xxxx Price New Horizons Fund, Inc.
X. Xxxx Price New Income Fund, Inc.
X. Xxxx Price Personal Strategy Funds, Inc.
X. Xxxx Price Quantitative Management Funds, Inc.
X. Xxxx Price Real Assets Fund, Inc.
X. Xxxx Price Real Estate Fund, Inc.
X. Xxxx Price Reserve Investment Funds, Inc.
X. Xxxx Price Retirement Funds, 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.
X. Xxxx Price State Tax-Free Income Trust
X. Xxxx Price Summit Funds, Inc.
X. Xxxx Price Summit Municipal Funds, Inc.
X. Xxxx Price Tax-Efficient Funds, Inc.
X. Xxxx Price Tax-Exempt Money Fund, Inc.
X. Xxxx Price Tax-Free High Yield Fund, Inc.
X. Xxxx Price Tax-Free Income Fund, Inc.
X. Xxxx Price Tax-Free Short-Intermediate Fund, Inc.
X. Xxxx Price Total Return Fund, Inc.
X. Xxxx Price U.S. Bond Enhanced Index Fund, Inc.
X. Xxxx Price U.S. Large-Cap Core Fund, Inc.
X. Xxxx Price U.S. Treasury Funds, Inc.
X. Xxxx Price Value Fund, Inc.
CAPS\Documents\Agreements\.Underwriting Agreements\Amendment to Underwriting Agreements Feb 2017.doc
