SPECIAL SERVICING AGREEMENT
THIS SPECIAL SERVICING AGREEMENT ("Agreement"), made as of the 1st day of January, 2002, is hereby amended as of September 1, 2003, April 21, 2004, July 19, 2006, and August 15, 2008 by and between ▇. ▇▇▇▇ PRICE SPECTRUM FUND, INC., on behalf of two of its separate series, ▇. ▇▇▇▇ PRICE SPECTRUM INCOME FUND and ▇. ▇▇▇▇ PRICE SPECTRUM GROWTH FUND (collectively hereafter referred to as the "Spectrum Funds"), EACH FUND LISTED ON APPENDIX A attached hereto (as such Appendix A may be amended from time to time) and which evidences its agreement to be bound separately and individually hereby by executing a copy of this Agreement (such funds hereinafter called the "Underlying Funds"), and ▇. ▇▇▇▇ PRICE ASSOCIATES, INC. ("Price Associates").
W I T N E S S E T H:
WHEREAS, the Spectrum Funds and each of the Underlying Funds are registered as open-end, management investment companies under the Investment Company Act of 1940, as amended ("the Act").
WHEREAS, the Spectrum Funds, the Underlying Funds, and certain other funds (the "Other Funds") sponsored and advised by Price Associates or ▇. ▇▇▇▇ Price International, Inc. ("Price International") have entered into an agreement ("Transfer Agency Agreement"), with ▇. ▇▇▇▇ Price Services, Inc. ("Price Services") for the provision of various transfer agency services in return for such compensation as is set forth therein;
WHEREAS, the Spectrum Funds, the Underlying Funds, and the Other Funds have entered into an agreement ("RPS Agreement"), with ▇. ▇▇▇▇ Price Retirement Plan Services, Inc. ("Retirement Plan Services"), under which Retirement Plan Services is to furnish or contract to furnish to the Spectrum Funds, the Underlying Funds, and the Other Funds various participant account, recordkeeping, and services for retirement plans in return for such compensation as is set forth therein;
WHEREAS, the Spectrum Funds, the Underlying Funds, and the Other Funds have entered into an agreement ("Fund Accounting Agreement"), with Price Associates for the provision of various accounting services in return for such compensation as is set forth therein;
WHEREAS, the Spectrum Funds, the Underlying Funds, and the Other Funds have entered into an agreement ("Custodian Agreement"), with State Street Bank and Trust Company ("State Street") under which State Street is to furnish to the Spectrum Funds, the Underlying Funds and the Other Funds various custodial services in return for such compensation as is set forth in the Custodian Agreement;
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WHEREAS, the Spectrum Funds have entered into an Investment Management Agreement with Price Associates, for the provision of investment management services, and under such Agreement, Price Associates will be responsible for the payment of various the Spectrum Funds expenses, including expenses of the Spectrum Funds` organization, operations, and business not paid for by the Underlying Funds pursuant to this Agreement;
WHEREAS, the Spectrum Funds will provide a means by which the Underlying Funds can consolidate shareholder accounts in the Underlying Funds;
WHEREAS, such shareholder account consolidation can reduce the fees of the Underlying Funds due Price Services and Retirement Plan Services under the Transfer Agency Agreement and RPS Agreement, respectively (such reduction in expenses hereinafter referred to as "Savings");
WHEREAS, the Spectrum Funds will invest their assets exclusively in the Underlying Funds, except for cash needed for expenses, redemptions, or temporary defensive purposes; and
WHEREAS, the Board of Directors/Trustees of each of the Underlying Funds has determined it is reasonable to expect the aggregate expenses as described below of the Spectrum Funds to be less than the estimated Savings to each of the Underlying Funds from the operation of the Spectrum Funds; and such determination by the Board of Directors/Trustees is reviewed annually prior to renewing this Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants spelled out herein, it is agreed between and among the parties hereto as follows:
1.SPECTRUM FUND EXPENSES
In accordance with the Fund Accounting Agreement, Price Associates will calculate the amounts of the Spectrum Funds expenses, as set forth in the Spectrum Funds` Investment Management Agreement ("Expenses"), due itself, State Street, and other persons under the Transfer Agency, RPS, Fund Accounting, Custodian, and Investment Management Agreements referred to above, as well as any other amounts due other persons as a result of the Spectrum Funds operations. However, under unusual circumstances, the parties may agree to exclude certain amounts from Expenses.
2.UNDERLYING FUNDS` PAYMENT OF EXPENSES
Subject to Paragraph 3, each of the Underlying Funds will bear such Expenses in proportion to the average daily value of its shares owned by the Spectrum Funds, provided further that no Underlying Fund will bear such Expenses in excess of the estimated Savings to it ("Excess Expense").
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3.PAYMENT BY PRICE ASSOCIATES
In accordance with the Spectrum Funds` Investment Management Agreement, Price Associates agrees that it will bear any Excess Expense described in Paragraph 2. Payment by Price Associates of any such Excess Expense will be made to the appropriate Underlying Fund no later than 30 days after the close of the Underlying Fund`s fiscal year.
4.USE OF PRICE NAME
The Spectrum Funds may utilize the "▇. ▇▇▇▇ Price" name so long as this Agreement remains in effect and the assets of the Spectrum Funds are invested solely in shares of the Underlying Funds (except for such cash or cash items as may be maintained from time to time to meet current expenses and redemptions).
5.SPECTRUM FUNDS` INVESTMENT IN UNDERLYING FUNDS
The Spectrum Funds will utilize assets deposited with the custodian of the Spectrum Funds, State Street, from the sale of the Spectrum Funds` shares, to promptly purchase shares of the Underlying Funds, and will undertake redemption or exchange of such shares of the Underlying Funds in the manner provided by the objectives and policies of the Spectrum Funds.
6.OPINION OF COUNSEL
At any time any of the parties hereto may consult legal counsel in respect of any matter arising in connection with this Agreement, and no such party shall be liable for any action taken or omitted by it in good faith in accordance with such instructions or with the advice or opinion of such legal counsel.
7.LIABILITIES
No party hereto shall be liable to any other party hereto for any action taken or thing done by it or its agents or contractors in carrying out the terms and provisions of this Agreement provided such party has acted in good faith and without negligence or willful misconduct and selected its agents and contractors with reasonable care.
8.TERM OF AGREEMENT; AMENDMENT; RENEWAL
The term of this Agreement shall begin on August 15, 2008, and unless sooner terminated as herein provided, the Agreement shall remain in effect through December 31, 2009. Thereafter, this Agreement shall continue from year to year if such continuation is specifically approved at least annually by the Board of Directors/Trustees of each Underlying Fund and the Spectrum Funds, including a majority of the independent Directors/Trustees of each such Fund. In determining whether to renew this Agreement, the Directors/Trustees of the Underlying Funds may request, and Price Associates will furnish, such information relevant to determining the past and future relationship between the Savings and Expenses. The Agreement may be modified or amended from time to time by mutual agreement between the parties hereto. Upon termination
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hereof, each party hereto will make appropriate arrangements to satisfy its obligations hereunder. This Agreement may be amended in the future to include as additional Fund parties to the Agreement other investment companies for which Price International or Price Associates serves as investment manager.
9.ASSIGNMENT
This Agreement shall not be assigned or transferred, either voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of the Underlying Funds and the Spectrum Funds. The Agreement shall automatically and immediately terminate in the event of its assignment without the prior written consent of such Funds.
10.NOTICE
Any notice under this Agreement shall be in writing, addressed and delivered or sent by registered or certified mail, postage prepaid, to the other party at such address as such other party may designate for the receipt of such notices. Until further notice to the other parties, it is agreed that for this purpose the address of all parties to this Agreement is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Secretary.
11.INTERPRETATIVE PROVISIONS
In connection with the operation of this Agreement, the parties may agree from time to time on such provisions interpretative 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 interpretative or additional provisions are to be signed by all parties and annexed hereto, but no such provisions shall contravene any applicable Federal or state law or regulation and no such interpretative or additional provision shall be deemed to be an amendment of the Agreement.
12.STATE LAW
This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Maryland.
13.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.
14.UNDERLYING FUNDS
Each of the Funds listed in Appendix A agree to be bound, separately and individually, to the terms and conditions of this Agreement. Under no circumstances will any Underlying Fund be liable for any obligation of any other Underlying Fund.
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IN WITNESS WHEREOF, the parties have caused the Agreement to be executed as of the day and year first above written.
ATTEST:▇. ▇▇▇▇ PRICE SPECTRUM FUND, INC.,
on behalf of ▇. ▇▇▇▇ PRICE SPECTRUM
INCOME FUND and ▇. ▇▇▇▇ PRICE
SPECTRUM GROWTH FUND
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary | By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III, President |
▇. ▇▇▇▇ PRICE ASSOCIATES, INC. | |
|---|---|
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇, Secretary | By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Vice President |
EACH OF THE FUNDS LISTED IN APPENDIX A HERETO, SEPARATELY AND INDIVIDUALLY
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary | By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, Vice President |
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APPENDIX
▇. ▇▇▇▇ Price Blue Chip Growth Fund, Inc.
▇. ▇▇▇▇ Price Corporate Income Fund, Inc.
▇. ▇▇▇▇ Price Equity Income Fund
▇. ▇▇▇▇ Price GNMA Fund
▇. ▇▇▇▇ Price Growth & Income Fund, Inc.
▇. ▇▇▇▇ Price Growth Stock Fund, Inc.
▇. ▇▇▇▇ Price High Yield Fund, Inc.
▇. ▇▇▇▇ Price Corporate Income Fund, Inc.
▇. ▇▇▇▇ Price Equity Income Fund
▇. ▇▇▇▇ Price GNMA Fund
▇. ▇▇▇▇ Price Growth & Income Fund, Inc.
▇. ▇▇▇▇ Price Growth Stock Fund, Inc.
▇. ▇▇▇▇ Price High Yield Fund, Inc.
▇. ▇▇▇▇ Price International Funds, Inc., on behalf of the
▇. ▇▇▇▇ Price Emerging Markets Bond Fund
▇. ▇▇▇▇ Price Emerging Markets Stock Fund
▇. ▇▇▇▇ Price International Bond Fund®
▇. ▇▇▇▇ Price International Growth & Income Fund
▇. ▇▇▇▇ Price International Stock Fund
▇. ▇▇▇▇ Price Emerging Markets Bond Fund
▇. ▇▇▇▇ Price Emerging Markets Stock Fund
▇. ▇▇▇▇ Price International Bond Fund®
▇. ▇▇▇▇ Price International Growth & Income Fund
▇. ▇▇▇▇ Price International Stock Fund
▇. ▇▇▇▇ Price Mid-Cap Growth Fund, Inc.
▇. ▇▇▇▇ Price Mid-Cap Value Fund, Inc.
▇. ▇▇▇▇ Price New Era Fund, Inc.
▇. ▇▇▇▇ Price New Horizons Fund, Inc.
▇. ▇▇▇▇ Price New Income Fund, Inc.
▇. ▇▇▇▇ Price Short-Term Bond Fund, Inc.
▇. ▇▇▇▇ Price Short-Term Income Fund, Inc.
▇. ▇▇▇▇ Price Small-Cap Value Fund, Inc.
▇. ▇▇▇▇ Price Mid-Cap Value Fund, Inc.
▇. ▇▇▇▇ Price New Era Fund, Inc.
▇. ▇▇▇▇ Price New Horizons Fund, Inc.
▇. ▇▇▇▇ Price New Income Fund, Inc.
▇. ▇▇▇▇ Price Short-Term Bond Fund, Inc.
▇. ▇▇▇▇ Price Short-Term Income Fund, Inc.
▇. ▇▇▇▇ Price Small-Cap Value Fund, Inc.
▇. ▇▇▇▇ Price Summit Funds, Inc., on behalf of the
▇. ▇▇▇▇ Price Summit Cash Reserves Fund
▇. ▇▇▇▇ Price Summit Cash Reserves Fund
▇. ▇▇▇▇ Price U.S. Treasury Funds, Inc., on behalf of the
▇. ▇▇▇▇ Price U.S. Treasury Long-Term Fund
▇. ▇▇▇▇ Price U.S. Treasury Long-Term Fund
▇. ▇▇▇▇ Price Value Fund, Inc.
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