The Agreement between X. Xxxx Price Retirement Plan Services, Inc. and
the Taxable Funds, dated January 1, 1999.
AGREEMENT
BETWEEN
X. XXXX PRICE RETIREMENT PLAN SERVICES, INC.
AND
X. XXXX PRICE FUNDS
TABLE OF CONTENTS
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PAGE
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Article A Terms of Appointment 2
Article B Duties of RPS 2
1. Contributions - Retirement Plans and Retirement Accounts 2
2. Retirement Plans - Redemptions to Cover Distributions3
3. Other Provisions 4
4. Exchanges 5
5. Books and Records 5
6. Tax Information 6
7. Other Information to be Furnished to the Funds 6
8. Telephone 6
9. Correspondence 6
10. Prospectuses/Confirmation Statements 7
11. Proxies 7
12. Form N-SAR 7
13. Withholding 7
Article C Fee and Out-of-Pocket Expenses 7
1. Postage 8
2. Proxies 8
3. Communications 8
4. Record Retention 9
5. Disaster Recovery 9
Article D Representations and Warranties of RPS 9
Article E Representations and Warranties of the Fund 10
Article F Standard of Care/Indemnification 10
Article G Dual Interests 13
Article H Documentation 13
Article I Recordkeeping/Confidentiality 14
Article J Ownership of Software and Related Material 15
Article K As of Transactions 15
1. Reporting 15
2. Liability 16
Article L Term and Termination of Agreement 18
Article M Notice 19
Article N Assignment 19
Article O Amendment/Interpretive Provisions 19
Article P Further Assurances 20
Article Q Maryland Law to Apply 20
Article R Merger of Agreement 20
Article S Counterparts 20
Article T The Parties 20
Article UDirectors, Trustees and Shareholders and Massachusetts Business Trust
21
Article V Captions 21
AGREEMENT, made as of the first day of January, 1999, by and between X. XXXX
PRICE RETIREMENT PLAN SERVICES, INC., a Maryland corporation having its
principal office and place of business at 000 Xxxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxx 00000 ("RPS"), and EACH FUND WHICH IS LISTED ON APPENDIX A (as such
Appendix may be amended from time to time) and which evidences its agreement to
be bound hereby by executing a copy of this Agreement (each Fund hereinafter
referred to as "THE FUND") whose definition may be found in Article T;
WHEREAS, the Funds are named investment options under various tax-sheltered
plans, including, but not limited to, state and local government deferred
compensation plans, 403(b) plans, and profit sharing, thrift, 401(k) and money
purchase pension plans for self-employed individuals, professional partnerships
and corporations (collectively referred to as "RETIREMENT PLANS"); and the Fund
has determined that such investments of Retirement Plans in the Funds are in the
best long-term interest of the Funds;
WHEREAS, RPS has the capability of providing special services, on behalf of
the Fund, for the accounts of individuals ("PARTICIPANTS") participating in
these Retirement Plans ("RETIREMENT ACCOUNTS");
WHEREAS, RPS represents that it is registered with the Securities and
Exchange Commission as a Transfer Agent under Section 17A of the Securities
Exchange Act of 1934 (THE "'34 ACT");
WHEREAS, RPS may subcontract or jointly contract with other parties on behalf
of the Funds to perform certain of the functions described herein, RPS may also
enter into, on behalf of the Funds, certain banking relationships to perform
various banking services, including, but not limited to, check deposits,
disbursements, automatic clearing house transactions ("ACH") and wire transfers.
Subject to guidelines mutually agreed upon by the Funds and RPS, excess
balances, if
any, resulting from these banking relationships will be invested and the income
therefrom will be used to offset fees which would otherwise be charged to the
Funds under this Agreement;
WHEREAS, the Fund desires to contract with RPS to provide the functions and
services described herein in connection with the Retirement Plans and Retirement
Accounts;
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
A. TERMS OF APPOINTMENT
--------------------
Subject to the terms and conditions set forth in this Agreement, the Fund hereby
employs and appoints RPS to perform the services and functions described herein
in connection with certain Retirement Plan and Retirement Accounts as agreed
upon by the parties.
B. DUTIES OF RPS
-------------
RPS agrees that it will perform the following services:
1. CONTRIBUTIONS - RETIREMENT PLANS AND RETIREMENT ACCOUNTS
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After RPS has received monies from Retirement Plans and has determined the
proper allocation of such monies to the Retirement Accounts of Participants
based upon instructions received from Participants, Retirement Plans or their
designees, or Retirement Plan Administrator(s) ("ADMINISTRATOR(S)"), RPS will,
as a responsibility under the Agreement:
a. In the case of a new Participant, establish and maintain a Retirement
Account for such Participant;
b. Compute the number of shares of each Fund to which the Participant is
entitled in accordance with the price per share of such Fund as calculated and
provided by the Fund for orders received at that time and date, and purchase the
appropriate shares in each such Retirement Account;
c. Calculate the aggregate of all purchases in the Retirement Accounts and
transmit the net purchase order to X. Xxxx Price Services, Inc. ("SERVICES") or
directly to the Fund, as the case may be, for purchase into an omnibus account
established in each Fund registered in RPS' or its affiliates' name as agent for
Retirement Plans or in the individual Retirement Plan's name ("OMNIBUS
ACCOUNT"); and
d. Transmit to Services, by wire, at a time mutually agreed upon by both
parties, the aggregate money allocated to coincide with the purchase order.
2. RETIREMENT PLANS - REDEMPTIONS TO COVER DISTRIBUTIONS.
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After RPS has received instructions from the Administrator regarding
distributions to be made to Participants or their designated beneficiaries from
Funds designated as investment options under the Retirement Plan, RPS will, as a
responsibility under the Agreement:
a. Compute the number of shares to be redeemed from each such Retirement
Account for such distributions in accordance with the price per share of such
Fund as calculated and provided by the Fund for orders received in good order at
that time and date.
b. After such computation, calculate the aggregate amount of all redemptions in
the Retirement Accounts.
c. Transmit any net redemption order to Services or directly to the Fund, as
the case may be, for the Omnibus Account of each Fund. Services will wire
proceeds to RPS to coincide with the redemption order for each Omnibus Account.
RPS will Distribute to Participants or their designated beneficiaries the amount
to be disbursed.
d. After RPS has received instructions from the Administrator regarding
disbursements to be made regarding the payment of fees due the Administrator, or
other persons including RPS, RPS will, as a responsibility under this Agreement:
i. Compute the number of shares to be redeemed from each Retirement Account to
pay for such disbursements and the total number of all shares to be redeemed in
accordance with the price per share for orders received in good order at that
time and date, of such Fund as calculated and provided by the Fund;
ii. Inform Services, or the Funds directly, as the case may be, of the necessary
Shares to be redeemed from the Omnibus Account of the Funds to cover such
disbursements; and
iii. Mail or wire to the Administrator or such other person as designated by the
Administrator the amount to be disbursed.
3. OTHER PROVISIONS
----------------
a. If any instruction tendered by an Administrator to purchase or redeem shares
in a Retirement Account is not satisfactory to RPS, RPS shall promptly notify
the Administrator of such fact together with the reason therefore;
b. The authority of RPS to perform its responsibilities under Paragraph B(2)
with respect to each Fund shall be suspended upon RPS's receipt of notification
from such Fund of the suspension of the determination of the Fund's net asset
value per share and shall remain suspended until RPS receives proper
notification from the Fund; and
c. The Fund will promptly inform RPS of the declaration of any dividend or
distribution on account of the capital stock of any Fund so that RPS may
properly credit income and capital gain payments to each Retirement Account.
4. EXCHANGES
---------
Effect exchanges of shares of the Funds in the Retirement Accounts upon receipt
of appropriate instructions from the Administrator and/or Participant in
accordance with the price per share of the Funds as calculated and provided by
the Fund for orders received in good order at that time and
date. Calculate and transmit a net purchase and redemption order to Services or
the Fund, as the case may be, for the Omnibus Account of each Fund. RPS will
transmit by wire the aggregate monies allocated to each Fund to Services to
coincide with any net purchase order or instruct Services to wire to it monies
from each Funds Omnibus Account to coincide with any net redemption order.
5. BOOKS AND RECORDS
-----------------
RPS shall maintain records showing for each Retirement Plan or Retirement
Account, the following:
a. Names, addresses and tax identification numbers, when provided;
b. Number of shares held of each Fund;
c. Historical information regarding the account of each Participant and/or
Retirement Plan, including dividends and capital gain distributions invested in
shares;
d. Any instructions from a Participant or Administrator, including all forms
executed by a Participant with respect to elections with respect to payment
options in connection with the redemption of shares or distribution elections,
if applicable; and
e. Any information required in order for RPS to perform the calculations
contemplated under this Agreement.
Any such records maintained pursuant to Rule 31a-1 under the Investment Company
Act of 1940 ("THE ACT") will be preserved for the periods prescribed in Rule
31a-2 thereunder. Disposition of such records after such prescribed periods
shall be as mutually agreed upon from time to time by RPS and the Funds. The
retention of such records, which may be inspected by the Fund at reasonable
times, shall be at the expense of the Funds. All records maintained by RPS in
connection with the performance of its duties under this Agreement will remain
the property of the Funds and, in the
event of termination of this Agreement, will be delivered to the Fund as of the
date of termination of this agreement or at such other time as may be mutually
agreed upon.
6. TAX INFORMATION
---------------
RPS shall also prepare and file with appropriate federal agencies, such
information returns and reports as required by applicable Federal statutes
relating to redemptions effected in Retirement Accounts which constitute
reportable distributions. RPS will also prepare and submit to Participants, such
reports containing information as is required by applicable Federal law.
7. OTHER INFORMATION TO BE FURNISHED TO THE FUNDS
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RPS will furnish to the Fund, such information, including Participant lists and
statistical information as may be agreed upon from time to time between RPS and
the Fund. Permission of the Administrator may also be required.
8. TELEPHONE
---------
RPS will promptly respond to any telephone calls from Administrators and/or
Participants relating to the Retirement Accounts and/or questions pertaining to
the Funds.
9. CORRESPONDENCE
--------------
RPS will promptly and fully answer correspondence from Administrators and
Participants relating to Retirement Accounts and transfer agent procedures, and
such other correspondence as may from time to time be mutually agreed upon with
the Funds. Copies of all correspondence will be retained by RPS in accordance
with applicable law.
10. PROSPECTUSES/CONFIRMATION STATEMENTS
------------------------------------
RPS will be responsible for mailing all confirmations and statements relating to
transactions in the Funds, prospectuses, semi-annual and annual reports of the
Funds and other enclosures and mailings, as may be requested by the Funds or
required by applicable Federal law.
11. PROXIES
-------
As requested by the Funds, RPS shall assist in the mailing of proxy cards and
other material required to be mailed by the Fund in connection with shareholder
meetings of the Fund and shall assist in the receipt, examination and tabulation
of returned proxies and the certification of the vote to the Fund.
12. FORM N-SAR
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RPS shall maintain such records, if any, as shall enable the Fund to fulfill the
requirements of Form N-SAR.
13. WITHHOLDING
-----------
The Fund and RPS shall agree to procedures to be followed with respect to RPS's
responsibilities in connection with compliance for federal withholding on
distributions to Participants from Retirement Accounts.
C. FEES AND OUT-OF-POCKET EXPENSES
-------------------------------
Each Fund shall pay to RPS for its services hereunder fees computed as set forth
in the Fee Schedule attached hereto. Except as provided below, RPS will be
responsible for all expenses relating to the providing of services. Each Fund,
however, will reimburse RPS for the following out-of-pocket expenses and charges
incurred in providing services:
1. Postage. The cost of postage and freight for mailing materials, including
--------
confirmations and statements as well as Fund prospectuses and Fund shareholder
reports, to Participants, or their agents, including overnight delivery, UPS and
other express mail services and special courier services required to transport
mail between RPS locations and mail processing vendors.
2. Proxies. The cost to mail proxy cards and other material supplied to it by
-------
the Fund and costs related to the receipt, examination and tabulation of
returned proxies and the certification of the vote to the Fund.
3. Communications
--------------
a. Print. The printed forms used internally and externally for documentation
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and processing Participant, or their agent's, inquiries and requests; paper and
envelope supplies for letters, notices, and other written communications sent to
Administrators and Participants, or their agents.
b. Print & Mail House. The cost of internal and third party printing and mail
------------------
house services, including printing of statements and reports.
c. Voice and Data. The cost of equipment (including associated maintenance),
--------------
supplies and services used for communicating with the Participants or their
Administrator, the Fund's transfer agent, other Fund offices, and other agents
of either the Fund or RPS. These charges shall include:
o telephone toll charges (both incoming and outgoing, local, long distance and
mailgrams); and
o data and telephone lines and associated equipment such as modems,
multiplexers, and facsimile equipment.
4. Record Retention. The cost of maintenance and supplies used to maintain,
----------------
microfilm, copy, record, index, display, retrieve, and store, in microfiche or
microfilm form, documents and records.
5. Disaster Recovery. The cost of services, equipment, facilities and other
-----------------
charges necessary to provide disaster recovery for any and all services listed
in this Agreement.
D. REPRESENTATIONS AND WARRANTIES OF RPS
-------------------------------------
RPS represents and warrants to the Fund that:
1. It is a corporation duly organized and existing and in good standing under
the laws of Maryland.
2. It is duly qualified to carry on its business in Maryland.
3. It is empowered under applicable laws and by its charter and by-laws to
enter into and perform this Agreement.
4. All requisite corporate proceedings have been taken to authorize it to enter
into and perform this Agreement.
5. It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
6. It is registered with the Securities and Exchange Commission as a Transfer
Agent pursuant to Section 17A of the '34 Act.
E. REPRESENTATIONS AND WARRANTIES OF THE FUND
------------------------------------------
The Fund represents and warrants to RPS that:
1. It is a corporation or business trust duly organized and existing and in
good standing under the laws of Maryland, or Massachusetts, as the case may be.
2. It is empowered under applicable laws and by its Articles of Incorporation
or Declaration of Trust, as the case may be, and By-Laws to enter into and
perform this Agreement.
3. All proceedings required by said Articles of Incorporation or Declaration of
Trust, as the case may be, and By-Laws have been taken to authorize it to enter
into and perform this Agreement.
4. It is an investment company registered under the Act.
5. A registration statement under the Securities Act of 1933 ("the '33 Act") is
currently effective and will remain effective, and appropriate state securities
law filing have been made and will continue to be made, with respect to all
shares of the Fund being offered for sale.
F. STANDARD OF CARE/INDEMNIFICATION
--------------------------------
Notwithstanding anything to the contrary in this Agreement:
1. RPS shall not be liable to the Fund for any act or failure to act by it or
its agents or subcontractors on behalf of the Fund in carrying or attempting to
carry out the terms and provisions of this Agreement provided RPS has acted in
good faith and without negligence or willful misconduct and selected and
monitored the performance of its agents and subcontractors with reasonable care.
2. The Fund shall indemnify and hold RPS harmless from and against all losses,
costs, damages, claims, actions and expenses, including reasonable expenses for
legal counsel, incurred by RPS resulting from: (i) any action or omission by RPS
or its agents or subcontractors in the performance of their duties hereunder;
(ii) RPS acting upon instructions reasonably believed by it to have been
executed by a duly authorized officer of the Fund; or (iii) RPS acting upon
information provided by the Fund in form and under policies agreed to by RPS and
the Fund. RPS shall not be entitled to such indemnification in respect of
actions or omissions constituting negligence or willful misconduct of RPS or
where RPS has not exercised reasonable care in selecting or monitoring the
performance of its agents or subcontractors.
3. Except as provided in Article K of this Agreement, RPS shall indemnify and
hold harmless the Fund from all losses, costs, damages, claims, actions and
expenses, including reasonable expenses for legal counsel, incurred by the Fund
resulting from negligence or willful misconduct of RPS or which result from RPS'
failure to exercise reasonable care in selecting or monitoring the performance
of its agents or subcontractors. The Fund shall not be entitled to such
indemnification in respect of actions or omissions constituting negligence or
willful misconduct of such Fund or its agents or subcontractors; unless such
negligence or misconduct is attributable to RPS.
4. In determining RPS' liability, an isolated error or omission will normally
not be deemed to constitute negligence when it is determined that:
o RPS had in place "appropriate procedures;"
o the employees responsible for the error or omission had been reasonably
trained and were being appropriately monitored; and
o the error or omission did not result from wanton or reckless conduct on the
part of the employees.
It is understood that RPS is not obligated to have in place separate procedures
to prevent each and every conceivable type of error or omission. The term
"appropriate procedures" shall mean procedures reasonably designed to prevent
and detect errors and omissions. In determining the reasonableness of such
procedures, weight will be given to such factors as are appropriate, including
the prior occurrence of any similar errors or omissions when such procedures
were in place and transfer agent industry standards in place at the time of the
occurrence.
5. In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes or other causes
reasonably beyond its control, such party shall not be liable to the other party
for any loss, cost, damage, claims, actions or expense resulting from such
failure to perform or otherwise from such causes.
6. In order that the indemnification provisions contained in this Article F
shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim, or to defend against
said claim in its own name or in the name of the
other party. The party seeking indemnification shall in no case confess any
claim or make any compromise in any case in which the other party may be
required to indemnify it except with the other party's prior written consent.
7. Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
G. DUAL INTERESTS
--------------
It is understood that some person or persons may be directors, officers, or
shareholders of both RPS and the Fund and that the existence of any such dual
interest shall not affect the validity of this Agreement or of any transactions
hereunder except as otherwise provided by a specific provision of applicable
law.
H. DOCUMENTATION
-------------
1. As requested by RPS, the Fund shall promptly furnish to RPS the following:
a. copy of the resolution of the Directors/Trustees of the Fund authorizing the
appointment of RPS and the execution and delivery of this Agreement;
b. A copy of the Articles of Incorporation or Declaration of Trust, as the case
may be, and By-Laws of the Fund and all amendments thereto;
c. An opinion of counsel for the Fund with respect to the validity of the
stock, the number of Shares authorized, the status of redeemed Shares, and the
number of Shares with respect to which a Registration Statement has been filed
and is in effect; and
d. A copy of the Fund's current and new prospectuses and shareholder reports
issued by the Fund.
The delivery of any such document to either party hereto for the purpose of any
other agreement to which the Fund and RPS are or were parties shall be deemed to
be delivery for the purposes of this Agreement.
2. As requested by RPS, the Fund will also furnish to RPS from time to time the
following documents:
a. Each resolution of the Board of Directors/Trustees of the Fund authorizing
the original issue of its shares;
b. Each Registration Statement filed with the Securities and Exchange
Commission and amendments and orders thereto in effect with respect to the sale
of shares with respect to the Fund;
c. A certified copy of each amendment to the Articles of Incorporation or
Declaration of Trust, and the By-Laws of the Fund;
d. Certified copies of each vote of the Board of Directors/Trustees authorizing
officers to give instructions to the Fund; and
e. Such other documents or opinions which RPS, in its discretion, may
reasonably deem necessary or appropriate in the proper performance of its duties
under this Agreement.
3. RPS hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Fund for safekeeping of check forms and facsimile
signature imprinting devices, if any, and for the preparation or use, and for
keeping account of, such forms and devices.
I. RECORDKEEPING/CONFIDENTIALITY
-----------------------------
1. RPS shall keep records relating to the services to be performed hereunder,
in the form and manner as it may deem advisable, provided that RPS shall keep
all records in such form and in such manner as required by applicable law,
including the Act and the '34 Act.
2. RPS and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement shall remain
confidential, and shall not be voluntarily disclosed to any other person,
except: (a) after prior notification to and approval in writing by the other
party hereto, which approval shall not be unreasonably withheld and may not be
withheld where RPS or the Fund may be exposed to civil or criminal contempt
proceedings for failure to comply; (b) when requested to divulge such
information by duly constituted governmental authorities; (c) after so requested
by the other party hereto; or (d) by the Administrator. The permission of the
Administrator may be required before disclosure is made to the Funds.
J. OWNERSHIP OF SOFTWARE AND RELATED MATERIAL
------------------------------------------
All computer programs, magnetic tapes, written procedures and similar items
purchased and/or developed and used by RPS in performance of the Agreement shall
be the property of RPS and will not become the property of the Fund.
K. AS OF TRANSACTIONS
------------------
For purposes of this Article K, the term "TRANSACTION" shall mean any single or
"related transaction" (as defined below) involving the purchase or redemption of
shares (including exchanges) processed at a time other than the time of the
computation of the Fund's net asset value per share next computed after receipt
of any such transaction order by RPS due to an act or omission of RPS. "AS OF
PROCESSING" refers to the processing of these Transactions. If more than one
Transaction ("RELATED TRANSACTION") in the Fund is caused by or occurs as a
result of the same act or omission, such transactions shall be aggregated with
other transactions in the Fund and be considered as one Transaction.
1. REPORTING
RPS shall:
a. Utilize a system to identify all Transactions, and shall compute the net
effect of such Transactions upon the Fund on a daily, monthly and rolling 365
day basis. The monthly and rolling 365 day periods are hereinafter referred to
as "CUMULATIVE."
b. Supply to the Fund, from time to time as mutually agreed upon, a report
summarizing the Transactions and the daily and Cumulative net effects of such
Transactions both in terms of aggregate dilution and loss ("DILUTION") or gain
and negative dilution ("GAIN") experienced by the Fund, and the impact such Gain
or Dilution has had upon the Fund's net asset value per share.
c. With respect to any Transaction which causes Dilution to the Fund of
$100,000 or more, immediately provide the Fund: (i) a report identifying the
Transaction and the Dilution resulting therefrom, (ii) the reason such
Transaction was processed as described above, and (iii) the action that RPS has
or intends to take to prevent the reoccurrence of such as of processing
("REPORT").
2. LIABILITY
a. It will be the normal practice of the Fund not to hold RPS liable with
respect to any Transaction which causes Dilution to any single Fund of less than
$25,000. RPS will, however, closely monitor for each Fund the daily and
Cumulative Gain/Dilution which is caused by Transactions of less than $25,000.
When the Cumulative Dilution to any Fund exceeds 3/10 of 1% per share, RPS, in
consultation with counsel to the Fund, will make appropriate inquiry to
determine whether it should take any remedial action. RPS will report to the
Board of Directors/Trustees of the Fund ("BOARD"), as appropriate, any action it
has taken.
b. Where a Transaction causes Dilution to a Fund greater than $25,000
("SIGNIFICANT TRANSACTION") but less than $100,000, RPS will review with Counsel
to the Fund the circumstances
surrounding the underlying Significant Transaction to determine whether the
Significant Transaction was caused by or occurred as a result of a negligent act
or omission by RPS. If it is determined that the Dilution is the result of a
negligent action or omission by RPS, RPS and outside counsel for the Fund will
negotiate settlement. All such Significant Transactions will be reported to the
Audit Committee at its annual meeting (unless the settlement fully compensates
the Fund for any Dilution). Any Significant Transaction, however, causing
Dilution in excess of the lesser of $100,000 or a xxxxx per share will be
promptly reported to the Board and resolved at the next scheduled Board Meeting.
--------
Settlement for Significant Transactions causing Dilution of $100,000 or more
will not be entered into until approved by the Board. The factors to consider in
making any determination regarding the settlement of a Significant Transaction
would include but not be limited to:
i. Procedures and controls adopted by RPS to prevent As Of Processing;
ii. Whether such procedures and controls were being followed at the time of the
Significant Transaction;
iii. The absolute and relative volume of all transactions processed by RPS on
the day of the Significant Transaction;
iv. The number of Transactions processed by RPS during prior relevant periods,
and the net Dilution/Gain as a result of all such Significant Transactions to
the Fund and to all other Funds; and
v. The prior response of RPS to recommendations made by the Funds regarding
improvement to RPS's As Of Processing procedures.
c. In determining RPS' liability with respect to a Significant Transaction, an
isolated error or omission will normally not be deemed to constitute negligence
when it is determined that:
o RPS had in place "appropriate procedures".
o the employees responsible for the error or omission had been reasonably
trained and were being appropriately monitored; and
o the error or omission did not result from wanton or reckless conduct on the
part of the employees.
It is understood that RPS is not obligated to have in place separate procedures
to prevent each and every conceivable type of error or omission. The term
"appropriate procedures" shall mean procedures reasonably designed to prevent
and detect errors and omissions. In determining the reasonableness of such
procedures, weight will be given to such factors as are appropriate, including
the prior occurrence of any similar errors or omissions when such procedures
were in place and transfer agent industry standards in place at the time of the
occurrence.
L. TERM AND TERMINATION OF AGREEMENT
---------------------------------
1. This Agreement shall run for a period of one (1) year from the date first
written above and will be renewed from year to year thereafter unless terminated
by either party as provided hereunder.
2. This Agreement may be terminated by the Funds upon one hundred twenty (120)
days' prior written notice to RPS; and by RPS, upon three hundred sixty-five
(365) days' prior written notice to the Fund.
3. Upon termination hereof, the Fund shall pay to RPS such compensation as may
be due as of the date of such termination, and shall likewise reimburse for
out-of-pocket expenses related to its services hereunder.
M. NOTICE
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Any notice as required by this Agreement shall be sufficiently given (i) when
sent to an authorized person of the other party at the address of such party set
forth above or at such other address as such
party may from time to time specify in writing to the other party; or (ii) as
otherwise agreed upon by appropriate officers of the parties hereto.
N. ASSIGNMENT
----------
Neither this Agreement nor any rights or obligations hereunder may be assigned
either voluntarily or involuntarily, by operation of law or otherwise, by either
party without the prior written consent of the other party.
O. AMENDMENT/INTERPRETIVE PROVISIONS
---------------------------------
The parties by mutual written agreement may amend this Agreement at any time. In
addition, in connection with the operation of this Agreement, RPS and the Fund
may agree from time to time on such provisions interpretive of or in addition to
the provisions of this Agreement as may in their joint opinion be consistent
with the general tenor of this Agreement. Any such interpretive or additional
provisions are to be signed by all parties and annexed hereto, but no such
provision shall contravene any applicable federal or state law or regulation and
no such interpretive or additional provision shall be deemed to be an amendment
of this Agreement.
P. FURTHER ASSURANCES
------------------
Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
Q. MARYLAND LAW TO APPLY
---------------------
This Agreement shall be construed and the provisions thereof interpreted under
and in accordance with the laws of Maryland.
R. MERGER OF AGREEMENT
-------------------
This Agreement, including the attached Schedule supersede any prior agreement
with respect to the subject hereof, whether oral or written.
S. COUNTERPARTS
------------
This Agreement may be executed by the parties hereto in any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
T. THE PARTIES
-----------
All references herein to "the Fund" are to each of the Funds listed on Appendix
A individually, as if this Agreement were between such individual Fund and RPS.
In the case of a series Fund or trust, all references to "the Fund" are to the
individual series or portfolio of such Fund or trust, or to such Fund or trust
on behalf of the individual series or portfolio, as appropriate. Any reference
in this Agreement to "the parties" shall mean RPS and such other individual Fund
as to which the matter pertains. The "Fund" also includes any X. Xxxx Price Fund
which may be established after the date of this Agreement.
Any reference in this Agreement to "the parties" shall mean the Funds and RPS.
U. DIRECTORS, TRUSTEES AND SHAREHOLDERS AND MASSACHUSETTS BUSINESS TRUST
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It is understood and is expressly stipulated that neither the holders of shares
in the Fund nor any Directors or Trustees of the Fund shall be personally liable
hereunder. With respect to any Fund which is a party to this Agreement and which
is organized as a Massachusetts business trust, the term "Fund" means and refers
to the trustees from time to time serving under the applicable trust agreement
(Declaration of Trust) of such Trust as the same may be amended from time to
time. It is expressly agreed that the obligations of any such Trust hereunder
shall not be binding upon any of the trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the trust property
of the Trust, as provided in the Declaration of Trust of the Trust. The
execution and delivery of this Agreement has been authorized by the Trustees and
signed by an authorized officer of the Trust, acting as such, and neither such
authorization by such Trustees nor
such execution and delivery by such officer shall be deemed to have been made by
any of them, but shall bind only the trust property of the Trust as provided in
its Declaration of Trust.
V. CAPTIONS
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The captions in the Agreement are included for convenience of reference only and
in no way
define or limit any of the provisions hereof or otherwise affect their
construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf under their seals by and through their duly
authorized officers.
X. XXXX PRICE RETIREMENT PLAN X. XXXX PRICE FUNDS
SERVICES, INC.
/s/Xxxxxxx X. Xxxxx /s/Xxxxxx X. Xxxxxx
BY: BY:
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Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxx
DATED: 3/25/99 DATED: 3/26/99
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APPENDIX A
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X. XXXX PRICE BALANCED FUND, INC.
X. XXXX PRICE BLUE CHIP GROWTH FUND
X. XXXX PRICE CAPITAL APPRECIATION FUND
X. XXXX PRICE CAPITAL OPPORTUNITY FUND, INC.
X. XXXX PRICE CORPORATE INCOME FUND, INC.
X. XXXX PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
X. XXXX PRICE DIVIDEND GROWTH FUND, INC.
X. XXXX PRICE EQUITY INCOME FUND
X. XXXX PRICE FINANCIAL SERVICES FUND, INC.
X. XXXX PRICE GNMA FUND
X. XXXX PRICE GROWTH & INCOME FUND, INC.
X. XXXX PRICE GROWTH STOCK FUND, INC.
X. XXXX PRICE HEALTH SCIENCES FUND, INC.
X. XXXX PRICE HIGH YIELD FUND, INC.
X. XXXX PRICE INDEX TRUST, INC.
X. Xxxx Price Equity Index 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 Growth & Income Fund
X. Xxxx Price International Stock Fund
X. Xxxx Price European Stock Fund
X. Xxxx Price New Asia Fund
X. Xxxx Price Global Government Bond Fund
X. Xxxx Price Japan Fund
X. Xxxx Price Latin America Fund
X. Xxxx Price Emerging Markets Bond Fund
X. Xxxx Price Emerging Markets Stock Fund
X. Xxxx Price Global Stock Fund
X. XXXX PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
X. XXXX PRICE MID-CAP GROWTH FUND, INC.
X. XXXX PRICE MID-CAP VALUE FUND, INC.
X. XXXX PRICE NEW AMERICA GROWTH FUND
X. XXXX PRICE NEW ERA FUND, INC.
X. XXXX PRICE NEW HORIZONS FUNDS, INC.
X. XXXX PRICE NEW INCOME FUND, INC.
X. XXXX PRICE PERSONAL STRATEGY FUNDS, INC.
X. Xxxx Price Personal Strategy Balanced Fund
X. Xxxx Price Personal Strategy Growth Fund
X. Xxxx Price Personal Strategy Income Fund
X. XXXX PRICE PRIME RESERVE FUND, INC.
X. XXXX PRICE REAL ESTATE FUND, INC.
X. XXXX PRICE SCIENCE & TECHNOLOGY FUND, INC.
X. XXXX PRICE SHORT-TERM BOND FUND, INC.
X. XXXX PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
X. XXXX PRICE SMALL-CAP STOCK FUND, INC.
X. XXXX PRICE SMALL-CAP VALUE FUND, INC.
X. XXXX PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
X. XXXX PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
X. XXXX PRICE SUMMIT FUNDS, INC. on behalf of 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 VALUE FUND, INC.
