The Transfer Agency and Service Agreement between X. Xxxx Price Services,
Inc. and X. Xxxx Price Funds, dated January 1, 1998, as amended.
TRANSFER AGENCY AND SERVICE AGREEMENT
between
X. XXXX PRICE 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 Price Services 3
1. Receipt of Orders/Payments 3
2. Redemptions 5
3. Transfers 7
4. Confirmations 7
5. Returned Checks and ACH Debits 7
6. Redemption of Shares under Ten Day Hold 8
7. Dividends, Distributions and Other
Corporate Actions 10
8. Unclaimed Payments and Certificates 11
9. Books and Records 11
10. Authorized Issued and Outstanding Shares 14
11. Tax Information 14
12. Information to be Furnished to the Fund 14
13. Correspondence 15
14. Lost or Stolen Securities 15
15. Telephone Services 15
16. Collection of Shareholder Fees 16
17. Form N-SAR 16
18. Cooperation With Accountants 16
19. Blue Sky 16
20. Other Services 16
21. Fees and Out-of-Pocket Expenses 17
Article C Representations and Warranties of the Price
Services 19
Article D Representations and Warranties of the Fund 19
Article E Standard of Care/Indemnification 20
Article F Dual Interests 22
Article G Documentation 22
Article H References to Price Services 24
Article I Compliance with Governmental Rules and
Regulations 25
Article J Ownership of Software and Related Material 25
Article K Quality Service Standards 25
Article L As of Transactions 25
Article M Term and Termination of Agreement 29
Article N Notice 29
Article O Assignment 29
Article P Amendment/Interpretive Provisions 30
Article Q Further Assurances 30
Article R Maryland Law to Apply 30
Article S Merger of Agreement 30
Article T Counterparts 30
Article U The Parties 30
Article V Directors, Trustees, Shareholders and Massachusetts
Business Trust 31
Article W Captions 31
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the first day of January, 1998, by and between X. XXXX
PRICE SERVICES, INC., a Maryland corporation having its principal office and
place of business at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 ("Price
Services"), 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 such Fund individually hereinafter
referred to as "the Fund", whose definition may be found in Article U);
WHEREAS, the Fund desires to appoint Price Services as its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and Price Services desires to accept such appointment;
WHEREAS, Price Services 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 ("'34 Act") and will notify each Fund promptly
if such registration is revoked or if any proceeding is commenced before the
Securities and Exchange Commission which may lead to such revocation;
WHEREAS, Price Services has the capability of providing shareholder
services on behalf of the Funds for the accounts of shareholders in the Funds,
including banks and brokers on behalf of underlying clients;
WHEREAS, certain of the Funds are named investment options under various
tax-sheltered retirement plans including, but not limited to, individual
retirement accounts, Sep-IRA's, SIMPLE plans, deferred compensation plans,
403(b) plans, and profit sharing, thrift, and money purchase pension plans for
self-employed individuals and professional partnerships and corporations,
(collectively referred to as "Retirement Plans");
WHEREAS, Price Services also has the capability of providing special
services, on behalf of the Funds, for the accounts of shareholders participating
in these Retirement Plans ("Retirement Accounts").
WHEREAS, Price Services may subcontract or jointly contract with other
parties, on behalf of the Funds to perform certain of the functions and services
described herein including services to Retirement Plans and Retirement Accounts;
WHEREAS, Price Services may also enter into, on behalf of the Funds,
certain banking relationships to perform various banking services including, but
not limited to, check deposits, check disbursements, automated clearing house
transactions ("ACH") and wire transfers.
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 Price Services to act, and Price Services agrees to
act, as the Fund's transfer agent, dividend disbursing agent and agent in
connection with: (1) the Fund's authorized and issued shares of its common stock
or shares of beneficial interest (all such stock and shares to be referred to as
"Shares"); (2) any dividend reinvestment or other services provided to the
shareholders of the Fund ("Shareholders"), including, without limitation, any
periodic investment plan or periodic withdrawal program; and (3) certain
Retirement Plan and Retirement Accounts as agreed upon by the parties.
The parties to the Agreement hereby acknowledge that from time to time,
Price Services and X. Xxxx Price Trust Company may enter into contracts ("Other
Contracts") with employee benefit plans and/ or their sponsors for the provision
of certain plan participant services to Retirement Plans and Retirement
Accounts. Compensation paid to Price Services pursuant to this Agreement is with
respect to the services described herein and not with respect to services
provided under Other Contracts.
B. Duties of Price Services
Price Services agrees that it will perform the following services:
1. Receipt of Orders/Payments
Receive for acceptance, orders/payments for the purchase of Shares and
promptly deliver payment and appropriate documentation thereof to the authorized
custodian of the Fund (the "Custodian"). Upon receipt of any check or other
instrument drawn or endorsed to it as agent for, or identified as being for the
account of, the Fund, Price Services will process the order as follows:
o
Examine the check to determine if the check conforms to the Funds' acceptance
procedures (including certain third-party check procedures). If the check
conforms, Price Services will endorse the check and include the date of receipt,
will process the same for payment, and deposit the net amount to the parties
agreed upon designated bank account prior to such deposit in the Custodial
account, and will notify the Fund and the Custodian, respectively, of such
deposits (such notification to be given on a daily basis of the total amount
deposited to said accounts during the prior business day);
o
Subject to guidelines mutually agreed upon by the Funds and Price Services,
excess balances, if any, resulting from deposit in these designated bank
accounts will be invested and the income therefrom will be used to offset fees
which would otherwise be charged to the Funds under this Agreement;
o
Ensure that any documentation received from Shareholder is in "good order" and
all appropriate documentation is received to establish an account.
o
Open a new account, if necessary, and credit the account of the investor with
the number of Shares to be purchased according to the price of the Fund's Shares
in effect for purchases made on that date, subject to any instructions which the
Fund may have given to Price Services with respect to acceptance of orders for
Shares;
o
Maintain a record of all unpaid purchases and report such information to the
Fund daily;
o
Process periodic payment orders, as authorized by investors, in accordance with
the payment procedures mutually agreed upon by both parties;
o
Receive monies from Retirement Plans and determine the proper allocation of such
monies to the Retirement Accounts based upon instructions received from
Retirement Plan participants or Retirement Plan administrators
("Administrators");
o
Process orders received from recordkeepers and banks and brokers for omnibus
accounts in accordance with internal policies and procedures established in
executed agency agreements and other agreements negotiated with banks and
brokers; and
o
Process telephone orders for purchases of Fund shares from the Shareholder's
bank account (via wire or ACH) to the Fund in accordance with procedures
mutually agreed upon by both parties.
Upon receipt of funds through the Federal Reserve Wire System that are
designated for purchases in Funds which declare dividends at 12:00 p.m. (or such
time as set forth in the Fund's current prospectus), Price Services shall
promptly notify the Fund and the Custodian of such deposit.
2. Redemptions
Receive for acceptance redemption requests, including telephone redemptions
and requests received from Administrators for distributions to participants or
their designated beneficiaries or for payment of fees due the Administrator or
such other person, including Price Services, and deliver the appropriate
documentation thereof to the Custodian. Price Services shall receive and stamp
with the date of receipt, all requests for redemptions of Shares (including all
certificates delivered to it for redemption) and shall process said redemption
requests as follows, subject to the provisions of Section 6 hereof:
o
Examine the redemption request and, for written redemptions, the supporting
documentation, to determine that the request is in good order and all
requirements have been met;
o
Notify the Fund on the next business day of the total number of Shares presented
and covered by all such requests;
oFor those Funds that impose redemption fees, calculate the fee owed on the
redemption in accordance with the guidelines established between the Fund and
Price Services;
o
As set forth in the prospectus of the Fund, and in any event, on or prior to the
seventh (7th) calendar day succeeding any such request for redemption, Price
Services shall, from funds available in the accounts maintained by Price
Services as agent for the Funds, pay the applicable redemption price in
accordance with the current prospectus of the Fund, to the investor,
participant, beneficiary, Administrator or such other person, as the case may
be;
o
Instruct custodian to wire redemption proceeds to a designated bank account of
Price Services. Subject to guidelines mutually agreed upon by the Funds and
Price Services, excess balances, if any, resulting from deposit in these bank
accounts will be invested and the income therefrom will be used to offset fees
which would otherwise be charged to the Funds under this Agreement;
o
If any request for redemption does not comply with the Fund's requirements,
Price Services shall promptly notify the investor of such fact, together with
the reason therefore, and shall effect such redemption at the price in effect at
the time of receipt of all appropriate documents;
o
Make such withholdings as may be required under applicable Federal tax laws;
o
In the event redemption proceeds for the payment of fees are to be wired through
the Federal Reserve Wire System or by bank wire, Price Services shall cause such
proceeds to be wired in Federal funds to the bank account designated by
Shareholder; and
o
Process periodic redemption orders as authorized by the investor in accordance
with the periodic withdrawal procedures for Systematic Withdrawal Plan ("SWP")
and systematic ACH redemptions mutually agreed upon by both parties.
Procedures and requirements for effecting and accepting redemption orders
from investors by telephone, Tele*Access, computer, or written instructions
shall be established by mutual agreement between Price Services and the Fund
consistent with the Fund's current prospectus.
3. Transfers
Effect transfers of Shares by the registered owners thereof upon receipt of
appropriate instructions and documentation and examine such instructions for
conformance with appropriate procedures and requirements. In this regard, Price
Services, upon receipt of a proper request for transfer, including any transfer
involving the surrender of certificates of Shares, is authorized to transfer, on
the records of the Fund, Shares of the Fund, including cancellation of
surrendered certificates, if any, to credit a like amount of Shares to the
transferee.
4. Confirmations
Mail all confirmations and other enclosures requested by the Fund to the
shareholder, and in the case of Retirement Accounts, to the Administrators, as
may be required by the Funds or by applicable Federal or state law.
5. Returned Checks and ACH Debits
In order to minimize the risk of loss to the Fund by reason of any check
being returned unpaid, Price Services will promptly identify and follow-up on
any check or ACH debit returned unpaid. For items returned, Price Services may
telephone the investor and/ or redeposit the check or debit for collection or
cancel the purchase, as deemed appropriate. Price Services and the Funds will
establish procedures for the collection of money owed the Fund from investors
who have caused losses due to these returned items.
6. Redemption of Shares under Ten Day Hold
o Uncollected Funds
Shares purchased by personal, corporate, or governmental check, or by ACH will
be considered uncollected until the tenth calendar date following the trade date
of the trade ("Uncollected Funds");
o Good Funds
Shares purchased by treasurer's, cashier, certified, or official check, or by
wire transfer will be considered collected immediately ("Good Funds"). Absent
information to the contrary (i.e., notification from the payee institution),
Uncollected Funds will be considered Good Funds on the tenth calendar day
following trade date.
o Redemption of Uncollected Funds
o
Shareholders making telephone requests for redemption of shares purchased with
Uncollected Funds will be given two options:
1.
The Shareholder will be permitted to exchange to a money market fund to preserve
principal until the payment is deemed Good Funds;
2.
The redemption can be processed utilizing the same procedures for written
redemptions described below.
o
If a written redemption request is made for shares where any portion of the
payment for said shares is in Uncollected Funds, and the request is in good
order, Price Services will promptly obtain the information relative to the
payment necessary to determine when the payment becomes Good Funds. The
redemption will be processed in accordance with normal procedures, and the
proceeds will be held until confirmation that the payment is Good Funds. On the
seventh (7th) calendar day after trade date, and each day
thereafter until either confirmation is received or the tenth (10th) calendar
day, Price Services will call the paying institution to request confirmation
that the check or ACH in question has been paid. On the tenth calendar day after
trade date, the redemption proceeds will be released, regardless of whether
confirmation has been received.
o Checkwriting Redemptions.
o
Daily, all checkwriting redemptions $10,000 and over reported as Uncollected
Funds or insufficient funds will be reviewed. An attempt will be made to contact
the shareholder to make good the funds (through wire, exchange, transfer).
Generally by 12:00 p.m. the same day, if the matter has not been resolved, the
redemption request will be rejected and the check returned to the Shareholder.
oAll checkwriting redemptions under $10,000 reported as Uncollected or
insufficient funds will be rejected and the check returned to the Shareholder.
The Funds and Services may agree to contact shareholders presenting checks under
$10,000 reported as insufficient to obtain alternative instructions for payment.
o Confirmations of Available Funds
The Fund expects that situations may develop whereby it would be beneficial to
determine if a person who has placed an order for Shares has sufficient funds in
his or her checking account to cover the payment for the Shares purchased. When
this situation occurs, Price Services may call the bank in question and request
that it confirm that sufficient funds to cover the purchase are currently
credited to the account in question. Price Services will maintain written
documentation or a recording of each telephone call which is made under the
procedures outlined above. None of the above procedures shall preclude Price
Services from inquiring as to the status of any check received by it in payment
for the Fund's Shares as Price Services may deem appropriate or necessary to
protect both the Fund and Price Services. If a conflict arises between Section 2
and this Section 6, Section 6 will govern.
7. Dividends, Distributions and Other Corporate Actions
o
The Fund will promptly inform Price Services of the declaration of any dividend,
distribution, stock split or any other distributions of a similar kind on
account of its Capital Stock.
o
Price Services shall act as Dividend Disbursing Agent for the Fund, and as such,
shall prepare and make income and capital gain payments to investors. As
Dividend Disbursing Agent, Price Services will on or before the payment date of
any such dividend or distribution, notify the Custodian of the estimated amount
required to pay any portion of said dividend or distribution which is payable in
cash, and the Fund agrees that on or about the payment date of such
distribution, it shall instruct the Custodian to make available to Price
Services sufficient funds for the cash amount to be paid out. If an investor is
entitled to receive additional Shares by virtue of any such distribution or
dividend, appropriate credits will be made to his or her account.
8. Unclaimed Payments and Certificates
In accordance with procedures agreed upon by both parties, report abandoned
property to appropriate state and governmental authorities of the Fund. Price
Services shall, 90 days prior to the annual reporting of abandoned property to
each of the states, make reasonable attempts to locate Shareholders for which
(a) checks or share certificates have been returned; (b) for which accounts have
aged outstanding checks; or (c) accounts with unissued shares that have been
coded with stop mail and meet the dormancy period guidelines specified in the
individual states. Price Services shall make reasonable attempts to contact
shareholders for those accounts which have significant aged outstanding checks
and those checks meet a specified dollar threshold.
9. Books and Records
Maintain records showing for each Shareholder's account, Retirement Plan or
Retirement Account, as the case may be, the following:
o Names, address and tax identification number;
o Number of Shares held;
o
Certain historical information regarding the account of each Shareholder,
including dividends and distributions distributed in cash or invested in Shares;
o
Pertinent information regarding the establishment and maintenance of Retirement
Plans and Retirement Accounts necessary to properly administer each account;
o
Information with respect to the source of dividends and distributions allocated
among income (taxable and nontaxable income), realized short-term gains and
realized long-term gains;
o
Any stop or restraining order placed against a Shareholder's account;
o
Information with respect to withholdings on domestic and foreign accounts;
o
Any instructions from a Shareholder including, all forms furnished by the Fund
and executed by a Shareholder with respect to (i) dividend or distribution
elections, and (ii) elections with respect to payment options in connection with
the redemption of Shares;
o
Any correspondence relating to the current maintenance of a Shareholder's
account;
o
Certificate numbers and denominations for any Shareholder holding certificates;
o
Any information required in order for Price Services to perform the calculations
contemplated under this Agreement.
Price Services shall maintain files and furnish statistical and other
information as required under this Agreement and as may be agreed upon from time
to time by both parties or required by applicable law. However, Price Services
reserves the right to delete, change or add any information to the files
maintained; provided such deletions, changes or additions do not contravene the
terms of this Agreement or applicable law and do not materially reduce the level
of services described in this Agreement. Price Services shall also use its best
efforts to obtain additional statistical and other information as each Fund may
reasonably request for additional fees as may be agreed to by both parties.
Any such records maintained pursuant to Rule 31a-1 under the Investment
Company Act of 1940 ("the Act") will be preserved for the periods and maintained
in a manner prescribed in Rule 31a-2 thereunder. Disposition of such records
after such prescribed periods shall be as mutually agreed upon by the Fund and
Price Services. The retention of such records, which may be inspected by the
Fund at reasonable times, shall be at the expense of the Fund. All records
maintained by Price Services in connection with the performance of its duties
under this Agreement will remain the property of the Fund and, in the event of
termination of this
Agreement, will be delivered to the Fund as of the date of termination or at
such other time as may be mutually agreed upon.
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 after prior notification to
and approval by the other party hereto, which approval shall not be unreasonably
withheld and may not be withheld where Price Services or the Fund may be exposed
to civil or criminal contempt proceedings for failure to comply; when requested
to divulge such information by duly constituted governmental authorities; or
after so requested by the other party hereto.
10. Authorized Issued and Outstanding Shares
Record the issuance of Shares of the Fund and maintain, pursuant to Rule
17Ad-10(e) of the '34 Act, a record of the total number of Shares of the Fund
which are authorized, issued and outstanding, based upon data provided to it by
the Fund. Price Services shall also provide the Fund on a regular basis the
total number of Shares which are authorized and issued and outstanding. Price
Services shall have no obligation, when recording the issuance of Shares, to
monitor the issuance of such Shares or to take cognizance of any laws relating
to the issuance or sale of such Shares.
11. Tax Information
Prepare and file with the Internal Revenue Service and with other
appropriate state agencies and, if required, mail to investors, those returns
for reporting dividends and distributions paid as required to be so filed and
mailed, and shall withhold such sums required to be withheld under applicable
Federal income tax laws, rules, and regulations. Additionally, Price Services
will file and, as applicable, mail to investors, any appropriate information
returns required to be filed in connection with Retirement Plan processing, such
as 1099R, 5498, as well as any other appropriate forms that the Fund or Price
Services may deem necessary. The Fund and Price Services shall agree to
procedures to be followed with respect to Price Services' responsibilities in
connection with compliance with back-up withholding and other tax laws.
12. Information to be Furnished to the Fund
Furnish to the Fund such information as may be agreed upon between the Fund
and Price Services including any information that the Fund and Price Services
agree is necessary to the daily operations of the business.
13. Correspondence
Promptly and fully answer correspondence from shareholders and
Administrators relating to Shareholder Accounts, Retirement Accounts, transfer
agent procedures, and such other correspondence as may from time to time be
mutually agreed upon with the Funds. Unless otherwise instructed, copies of all
correspondence will be retained by Price Services in accordance with applicable
law and procedures.
14. Lost or Stolen Securities
Pursuant to Rule 17f-1 of the '34 Act, report to the Securities Information
Center and/or the FBI or other appropriate person on Form X-17-F-1A all lost,
stolen, missing or counterfeit securities. Provide any other services relating
to lost, stolen or missing securities as may be mutually agreed upon by both
parties.
15. Telephone Services
Maintain a Telephone Servicing Staff of representatives ("Representatives")
sufficient to timely respond to all telephonic inquiries reasonably foreseeable.
The Representatives will also effect telephone purchases, redemptions,
exchanges, and other transactions mutually agreed upon by both parties, for
those Shareholders who have authorized telephone services. The Representatives
shall require each Shareholder effecting a telephone transaction to properly
identify himself/herself before the transaction is effected, in accordance with
procedures agreed upon between by both parties. Procedures for processing
telephone transactions will be mutually agreed upon by both parties. Price
Services will also be responsible for providing Tele*Access, PC*Access and such
other Services as may be offered by the Funds from time to time. Price Services
will maintain a special Shareholder Servicing staff to service certain
Shareholders with substantial relationships with the Funds.
16. Collection of Shareholder Fees
Calculate and notify shareholders of any fees owed the Fund, its affiliates
or its agents. Such fees include the small account fee XXX custodial fee and
wire fee.
17. Form N-SAR
Maintain such records, if any, as shall enable the Fund to fulfill the
requirements of Form N-SAR.
18. Cooperation With Accountants
Cooperate with each Fund's independent public accountants and take all
reasonable action in the performance of its obligations under the Agreement to
assure that the necessary information is made available to such accountants for
the expression of their opinion without any qualification as to the scope of
their examination, including, but not limited to, their opinion included in each
such Fund's annual report on Form N-SAR and annual amendment to Form N-1A.
19. Blue Sky
Provide to the Fund or its agent, on a daily, weekly, monthly and quarterly
basis, and for each state in which the Fund's Shares are sold, sales reports and
other materials for blue sky compliance purposes as shall be agreed upon by the
parties.
20. Other Services
Provide such other services as may be mutually agreed upon between Price
Services and the Fund.
21. Fees and Out-of-Pocket Expenses
Each Fund shall pay to Price Services and/or its agents for its Transfer
Agent Services hereunder, fees computed as set forth in Schedule A attached.
Except as provided below, Price Services will be responsible for all expenses
relating to the providing of Services. Each Fund, however, will reimburse Price
Services for the following out-of-pocket expenses and charges incurred in
providing Services:
o
Postage. The cost of postage and freight for mailing materials to Shareholders
and Retirement Plan participants, or their agents, including overnight delivery,
UPS and other express mail
services and special courier services required to transport mail between Price
Services locations and mail processing vendors.
o
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.
o Communications
o
Print. The printed forms used internally and externally for documentation and
processing Shareholder and Retirement Plan participant, or their agent's
inquiries and requests; paper and envelope supplies for letters, notices, and
other written communications sent to Shareholders and Retirement Plan
participants, or their agents.
o
Print & Mail House. The cost of internal and third party printing and mail
house services, including printing of statements and reports.
o
Voice and Data. The cost of equipment (including associated maintenance),
supplies and services used for communicating to and from the Shareholders of the
Fund and Retirement Plan participants, or their agents, the Fund's transfer
agent, other Fund offices, and other agents of either the Fund or Price
Services. 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.
o
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.
o
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.
Out-of-pocket costs will be billed at cost to the Funds. Allocation of
monthly costs among the Funds will generally be made based upon the number of
Shareholder and Retirement Accounts serviced by Price Services each month. Some
invoices for these costs
will contain costs for both the Funds and other funds serviced by Price
Services. These costs will be allocated based on a reasonable allocation
methodology. Where possible, such as in the case of inbound and outbound WATS
charges, allocation will be made on the actual distribution or usage.
C. Representations and Warranties of Price Services
Price Services 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;
0.Xx is duly qualified to carry on its business in Maryland, California and
Florida;
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 is registered with the Securities and Exchange Commission as a Transfer Agent
pursuant to Section 17A of the '34 Act; and
6.
It has and will continue to have access to the necessary facilities, equipment
and personnel to perform its duties and obligations under this Agreement.
D. Representations and Warranties of the Fund
The Fund represents and warrants to Price Services 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; and
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 filings have been made and will continue to be made, with respect to all
Shares of the Fund being offered for sale.
E. Standard of Care/Indemnification
Notwithstanding anything to the contrary in this Agreement:
1.
Price Services shall not be liable to any 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
Price Services 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 Price Services harmless from and against all
losses, costs, damages, claims, actions and expenses, including reasonable
expenses for legal counsel, incurred by Price Services resulting from: (i) any
action or omission by Price Services or its agents or subcontractors in the
performance of their duties hereunder; (ii) Price Services acting upon
instructions believed by it to have been executed by a duly authorized officer
of the Fund; or (iii) Price Services acting upon information provided by the
Fund in form and under policies agreed to by Price Services and the Fund. Price
Services shall not be entitled to such indemnification in respect of actions or
omissions constituting negligence or willful misconduct of Price Services or
where Price Services has not exercised reasonable care in selecting or
monitoring the performance of its agents or subcontractors.
3.Except as provided in Article L of this Agreement, Price Services 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 the negligence or willful misconduct of Price
Services or which result from Price Services' 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 Price Services.
4.
In determining Price Services' liability, an isolated error or omission will
normally not be deemed to constitute negligence when it is determined that:
o Price Services had in place "appropriate procedures;"
othe employee(s) 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 employee(s).
It is understood that Price Services 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, claim, action or expense resulting from such failure to
perform or otherwise from such causes.
6.
In order that the indemnification provisions contained in this Article E 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.
F. Dual Interests
It is understood that some person or persons may be directors, officers, or
shareholders of both the Funds and Price Services (including Price Services's
affiliates), 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.
G. Documentation
oAs requested by Price Services, the Fund shall promptly furnish to Price
Services the following:
o
A certified copy of the resolution of the Directors/ Trustees of the Fund
authorizing the appointment of Price Services and the execution and delivery of
this Agreement;
o
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;
o
As applicable, specimens of all forms of outstanding and new stock/share
certificates in the forms approved by the Board of Directors/Trustees of the
Fund with a certificate of the Secretary of the Fund as to such approval;
o
All account application forms and other documents relating to Shareholders'
accounts;
o
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
o A copy of the Fund's current prospectus.
The delivery of any such document for the purpose of any other agreement to
which the Fund and Price Services are or were parties shall be deemed to be
delivery for the purposes of this Agreement.
o
As requested by Price Services, the Fund will also furnish from time to time the
following documents:
o
Each resolution of the Board of Directors/Trustees of the Fund authorizing the
original issue of its Shares;
o
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;
oA certified copy of each amendment to the Articles of Incorporation or
Declaration of Trust, and the By-Laws of the Fund;
o
Certified copies of each vote of the Board of Directors/ Trustees authorizing
officers to give instructions to the Transfer Agent;
o
Such other documents or opinions which Price Services, in its discretion, may
reasonably deem necessary or appropriate in the proper performance of its
duties; and
o Copies of new prospectuses issued.
Price Services hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
H. References to Price Services
Each Fund agrees not to circulate any printed matter which contains any
reference to Price Services without the prior approval of Price Services,
excepting solely such printed matter that merely identifies Price Services as
agent of the Fund. The Fund will submit printed matter requiring approval to
Price Services in draft form, allowing sufficient time for review by Price
Services and its legal counsel prior to any deadline for printing.
I. Compliance With Governmental Rules and Regulations
Except as otherwise provided in the Agreement and except for the accuracy
of information furnished to the Fund by Price Services, each Fund assumes full
responsibility for the preparation, contents and distribution of its
prospectuses and compliance with all applicable requirements of the Act, the '34
Act, the '33 Act, and any other laws, rules and regulations of governmental
authorities having jurisdiction over the Fund. Price Services shall be
responsible for complying with all laws, rules and regulations of
governmental authorities having jurisdiction over transfer agents and their
activities.
J. Ownership of Software and Related Material
All computer programs, magnetic tapes, written procedures and similar items
purchased and/or developed and used by Price Services in performance of the
Agreement shall be the property of Price Services and will not become the
property of the Fund.
K. Quality Service Standards
Price Services and the Fund may from time to time agree to certain quality
service standards, as well as incentives and penalties with respect to Price
Services' hereunder.
L. As Of Transactions
For purposes of this Article L, the term "Transaction" shall mean any
single or "related transaction" (as defined below) involving the purchase or
redemption of Shares (including exchanges) that is 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 Price Services due to an
act or omission of Price Services. "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.
o Reporting Price Services shall:
1.
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 hereafter referred to as
"Cumulative".
2.
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.
3.
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 Price Services has or intends to take to prevent the
reoccurrence of such as of processing ("Report").
o Liability
1.
It will be the normal practice of the Funds not to hold Price Services liable
with respect to any Transaction which causes Dilution to any single Fund of less
than $25,000. Price Services 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,
Price Services, in consultation with counsel to the Fund, will make appropriate
inquiry to determine whether it should take any remedial action. Price Services
will report to the Board of Directors/Trustees of the Fund ("Board") any action
it has taken.
2.
Where a Transaction causes Dilution to a Fund greater than $25,000 ("Significant
Transaction"), but less than $100,000, Price Services will review with Counsel
to the Fund the circumstances surrounding the underlying Transaction to
determine whether the Transaction was caused by or occurred as a result of a
negligent act or omission by Price Services. If it is determined that the
Dilution is the result of a negligent action or omission by Price Services,
Price Services 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:
o
Procedures and controls adopted by Price Services to prevent As Of Processing;
o
Whether such procedures and controls were being followed at the time of the
Significant Transaction;
o
The absolute and relative volume of all transactions processed by Price Services
on the day of the Significant Transaction;
o
The number of Transactions processed by Price Services during prior relevant
periods, and the net Dilution/Gain as a result of all such Transactions to the
Fund and to all other Price Funds;
o
The prior response of Price Services to recommendations made by the Funds
regarding improvement to the Transfer Agent's As Of Processing procedures.
3. In determining Price Services' 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:
o Price Services had in place "appropriate procedures".
o
the employee(s) 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 employee(s).
It is understood that Price Services 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.
M. Term and Termination of Agreement
oThis 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.
o
This Agreement may be terminated by the Fund upon one hundred twenty (120) days'
written notice to Price Services; and
by Price Services, upon three hundred sixty-five (365) days' writing notice to
the Fund.
o
Upon termination hereof, the Fund shall pay to Price Services 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.
N. 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.
O. 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, provided
this shall not preclude Price Services from employing such agents and
subcontractors as it deems appropriate to carry out its obligations set forth
hereunder.
P. 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, Price
Services 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.
Q. Further Assurances
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
R. Maryland Law to Apply
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of Maryland.
S. Merger of Agreement
This Agreement, including the attached Appendices and Schedules supersedes
any prior agreement with respect to the subject hereof, whether oral or written.
T. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instruments.
U. 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 Price Services. 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. The "Fund" also includes any X. Xxxx Price Funds which may be
established after the execution of this Agreement. Any reference in this
Agreement to "the parties" shall mean Price Services and such other individual
Fund as to which the matter pertains.
V. 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.
W. 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 SERVICES, INC. X. XXXX PRICE FUNDS
/s/Xxxxx X. Xxxxx /s/Xxxxxx X. Xxxxxx
BY: __________________________ BY: ________________________
Xxxxx 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 CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money 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 EQUITY SERIES, INC.
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price Mid-Cap Growth Portfolio
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE FIXED INCOME SERIES, INC.
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Prime Reserve Portfolio
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 INTERNATIONAL SERIES, INC.
X. Xxxx Price International Stock Portfolio
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.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
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 STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Xxxxxxxx Xxxxx-Term Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
X. XXXX PRICE TAX-EFFICIENT BALANCED FUND, 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 INSURED INTERMEDIATE BOND FUND, INC.
X. XXXX PRICE TAX-FREE SHORT-INTERMEDIATE 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 SUMMIT FUNDS, INC. on behalf of the:
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC.
on behalf of the:
X. Xxxx Price Summit Municipal Money Market Fund
X. Xxxx Price Summit Municipal Intermediate Fund
X. Xxxx Price Summit Municipal Income Fund
X. XXXX PRICE VALUE FUND, INC.
AMENDMENT NO. 1
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
X. XXXX PRICE SERVICES, INC.
AND
THE X. XXXX PRICE FUNDS
The Transfer Agency and Service Agreement of January 1, 1998, between X. Xxxx
Price 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 Equity Market Index Fund and X.
Xxxx Price Total Equity Market Index Fund.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND
X. XXXX PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money 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 EQUITY SERIES, INC.
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price Mid-Cap Growth Portfolio
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE FIXED INCOME SERIES, INC.
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Prime Reserve Portfolio
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 500 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 INTERNATIONAL SERIES, INC.
X. Xxxx Price International Stock Portfolio
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.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
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 STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Xxxxxxxx Xxxxx-Term Tax-Free Bond Fund
Florida Insured Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
X. XXXX PRICE TAX-EFFICIENT BALANCED FUND, 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 INSURED INTERMEDIATE BOND FUND, INC.
X. XXXX PRICE TAX-FREE SHORT-INTERMEDIATE 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 SUMMIT FUNDS, INC.
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC.
X. Xxxx Price Summit Municipal Money Market Fund
X. Xxxx Price Summit Municipal Intermediate Fund
X. Xxxx Price Summit Municipal Income 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 SERVICES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/Xxxxx X. Xxxxxxx
______________________ ______________________________
Xxxxxxx X. Xxx Xxxx, By: Xxxxx X. Xxxxxxx,
Assistant Secretary Vice President
AMENDMENT NO. 2
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
X. XXXX PRICE SERVICES, INC.
AND
THE X. XXXX PRICE FUNDS
The Transfer Agency and Service Agreement of January 1, 1998, as amended January
21, 1998 between X. Xxxx Price Services, Inc., and each of the Parties listed on
Appendix A thereto is hereby amended, as of October 30, 1998, by adding thereto
X. Xxxx Price Prime Reserve Fund, Inc., on behalf of X. Xxxx Price Prime Reserve
Fund--PLUS Class and X. Xxxx Price Tax-Exempt Money Fund, Inc., on behalf of X.
Xxxx Price Tax-Exempt Money Fund--PLUS Class.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.
X. XXXX PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money 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 EQUITY SERIES, INC.
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price Mid-Cap Growth Portfolio
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE FIXED INCOME SERIES, INC.
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Prime Reserve Portfolio
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 500 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 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 INTERNATIONAL SERIES, INC.
X. Xxxx Price International Stock Portfolio
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 Prime Reserve Fund--PLUS Class
X. XXXX PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
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 STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Xxxxxxxx Xxxxx-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
X. XXXX PRICE TAX-EFFICIENT BALANCED FUND, INC.
X. XXXX PRICE TAX-EXEMPT MONEY FUND, INC.
X. Xxxx Price Tax-Exempt Money Fund--PLUS Class
X. XXXX PRICE TAX-FREE HIGH YIELD FUND, INC.
X. XXXX PRICE TAX-FREE INCOME FUND, INC.
X. XXXX PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
X. XXXX PRICE TAX-FREE SHORT-INTERMEDIATE 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 SUMMIT FUNDS, INC.
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC.
X. Xxxx Price Summit Municipal Money Market Fund
X. Xxxx Price Summit Municipal Intermediate Fund
X. Xxxx Price Summit Municipal Income Fund
X. XXXX PRICE VALUE FUND, INC.
Attest:
/s/Xxxxxxxx X. Xxxxxxx /s/Xxxxxx X. Xxxxxx
______________________ ______________________________
Xxxxxxxx X. Xxxxxxx, By: Xxxxxx X. Xxxxxx
Secretary Treasurer
Attest: X. XXXX PRICE SERVICES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/Xxxxx X. Xxxxxxx
______________________ ______________________________
Xxxxxxx X. Xxx Xxxx, By: Xxxxx X. Xxxxxxx,
Assistant Secretary Vice President
AMENDMENT NO. 3
TRANSFER AGENCY AND SERVICE AGREEMENT
BETWEEN
X. XXXX PRICE SERVICES, INC.
AND
THE X. XXXX PRICE FUNDS
The Transfer Agency and Service Agreement of January 1, 1998, as amended January
21, 1998, and October 30, 1998 between X. Xxxx Price Services, Inc., and each of
the Parties listed on Appendix A thereto is hereby amended, as of November 11,
1998, by adding thereto X. Xxxx Price International Funds, Inc., on behalf of X.
Xxxx Price International Growth & Income Fund.
X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND, INC.
X. XXXX PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money 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 EQUITY SERIES, INC.
X. Xxxx Price Equity Income Portfolio
X. Xxxx Price New America Growth Portfolio
X. Xxxx Price Personal Strategy Balanced Portfolio
X. Xxxx Price Mid-Cap Growth Portfolio
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE FIXED INCOME SERIES, INC.
X. Xxxx Price Limited-Term Bond Portfolio
X. Xxxx Price Prime Reserve Portfolio
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 500 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 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 International Growth & Income Fund
X. XXXX PRICE INTERNATIONAL SERIES, INC.
X. Xxxx Price International Stock Portfolio
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 Prime Reserve Fund--PLUS Class
X. XXXX PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
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 STATE TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Xxxxxxxx Xxxxx-Term Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
X. XXXX PRICE TAX-EFFICIENT BALANCED FUND, INC.
X. XXXX PRICE TAX-EXEMPT MONEY FUND, INC.
X. Xxxx Price Tax-Exempt Money Fund--PLUS Class
X. XXXX PRICE TAX-FREE HIGH YIELD FUND, INC.
X. XXXX PRICE TAX-FREE INCOME FUND, INC.
X. XXXX PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
X. XXXX PRICE TAX-FREE SHORT-INTERMEDIATE 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 SUMMIT FUNDS, INC.
X. Xxxx Price Summit Cash Reserves Fund
X. Xxxx Price Summit Limited-Term Bond Fund
X. Xxxx Price Summit GNMA Fund
X. XXXX PRICE SUMMIT MUNICIPAL FUNDS, INC.
X. Xxxx Price Summit Municipal Money Market Fund
X. Xxxx Price Summit Municipal Intermediate Fund
X. Xxxx Price Summit Municipal Income Fund
X. XXXX PRICE VALUE FUND, INC.
Attest:
/s/Xxxxxxxx X. Xxxxxxx /s/Xxxxxx X. Xxxxxx
______________________ ______________________________
Xxxxxxxx X. Xxxxxxx, By: Xxxxxx X. Xxxxxx
Secretary Treasurer
Attest: X. XXXX PRICE SERVICES, INC.
/s/Xxxxxxx X. Xxx Xxxx /s/Xxxxx X. Xxxxxxx
______________________ ______________________________
Xxxxxxx X. Xxx Xxxx, By: Xxxxx X. Xxxxxxx,
Assistant Secretary Vice President
