The Agreement between ▇. ▇▇▇▇ Price Retirement Plan
Services, Inc. and the Taxable Funds, dated January 1, 1997, as
amended.
PAGE 1
AGREEMENT
between
▇. ▇▇▇▇ PRICE RETIREMENT PLAN SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
PAGE 2
TABLE OF CONTENTS
Page
Article A Terms of Appointment. . . . . . . . . . . . . . 2
Article B Duties of RPS . . . . . . . . . . . . . . . . . 2
1. Purchases - Retirement Plans and
Retirement Accounts . . . . . . . . . . . . . . 2
2. Retirement Plans - Redemptions to
Cover Distributions . . . . . . . . . . . . . . 2
3. Exchanges4
4. Books and Records . . . . . . . . . . . . . . . 4
5. Tax Information . . . . . . . . . . . . . . . . 5
6. Other Information to be furnished to
the Funds5
7. Correspondence. . . . . . . . . . . . . . . . . 5
8. Mailings/Confirmation Statements. . . . . . . . 5
9. Proxies .5
10. Form N-SAR. . . . . . . . . . . . . . . . . . . 6
11. Withholding . . . . . . . . . . . . . . . . . . 6
Article C Fee and Out-of-Pocket Expenses. . . . . . . . . 6
1. Postage .6
2. Proxies .6
3. Communications. . . . . . . . . . . . . . . . . 6
4. Record Retention. . . . . . . . . . . . . . . . 7
5. Disaster Recovery . . . . . . . . . . . . . . . 7
Article D Representations and Warranties of RPS . . . . . 7
Article E Representations and Warranties of the Fund. . . 8
Article F Standard of Care/Indemnification. . . . . . . . 8
Article G Dual Interests. . . . . . . . . . . . . . . . .10
Article H Documentation . . . . . . . . . . . . . . . . .10
Article I Recordkeeping/Confidentiality . . . . . . . . .12
Article J Ownership of Software and Related Material. . .12
Article K As of Transactions. . . . . . . . . . . . . . .12
1. Reporting . . . . . . . . . . . . . . . . . . .13
2. Liability . . . . . . . . . . . . . . . . . . .13
Article L Term and Termination of Agreement . . . . . . .15
PAGE 3
Article M Notice . . . . . . . . . . . . . . . . . . .16
Article N Assignment. . . . . . . . . . . . . . . . . . .16
Article O Amendment/Interpretive Provisions . . . . . . .16
Article P Further Assurances. . . . . . . . . . . . . . .16
Article Q Maryland Law to Apply . . . . . . . . . . . . .17
Article R Merger of Agreement . . . . . . . . . . . . . .17
Article S Counterparts. . . . . . . . . . . . . . . . . .17
Article T The Parties . . . . . . . . . . . . . . . . . .17
Article U Directors, Trustees and Shareholders and
Massachusetts Business Trust . . . . . . . . . . . . .17
Article V Captions 18
PAGE 4
AGREEMENT, made as of the first day of January, 1997, by and
between ▇. ▇▇▇▇ PRICE RETIREMENT PLAN SERVICES, INC., a Maryland
corporation having its principal office and place of business at
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("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 deferred
compensation plans, 403(b) plans, and profit sharing, thrift, 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 ("Retirement Accounts") of
shareholders participating in these Retirement Plans;
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").
PAGE 5
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 the foregoing
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.
PAGE 6
B. Duties of RPS
RPS agrees that it will perform the following services:
1. Purchases - Retirement Plans and Retirement Accounts
After RPS has received monies from Retirement Plans and has
determined the proper allocation of such monies to the
Retirement Accounts of Retirement Plan participants
("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. Transmit by check or wire the aggregate money allocated
to each Fund to the Fund's custodian;
b. In the case of a new Participant, establish and
maintain a Retirement Account for such Participant; and
c. Compute the number of shares of each Fund to which the
Participant is entitled according to the price of such
Fund shares as provided by such Fund for purchases made
at that time and date, and credit each such Account
with the number of shares of the Fund so purchased.
2. Retirement Plans - Redemptions to Cover Distributions.
After RPS has received instructions from the Administrator
regarding distributions to be made to Participants or their
designated beneficiaries from Funds designated as investment
PAGE 7
options under the Retirement Plan, RPS will, as a
responsibility under the Agreement:
a. Compute the amount due for shares to be redeemed from
each Retirement Account or compute the number of shares
to be redeemed from each such Retirement Account for
such distributions and the total number of all shares
of each Fund to be redeemed in accordance with the
price per share at that time and date of such Fund as
calculated and provided by the Fund. After such
computation, inform the Fund of the amount necessary to
be redeemed. Distribute to Participants or their
designated beneficiaries the amount to be disbursed.
b. 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
at that time and date, of such Fund as calculated
and provided by the Fund;
PAGE 8
ii. Effect the necessary redemption from the Fund's
custodian 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.
c. Other Provisions
I. If any instruction tendered by an Administrator to
redeem shares in a Retirement Account is not
satisfactory to RPS, RPS shall promptly notify the
Administrator of such fact together with the reason
therefor;
ii. The authority of RPS to perform its responsibilities
under Paragraph B(2) with respect to each Fund shall
be suspended upon receipt of notification by such
Fund of the suspension of the determination of the
Fund's net asset value per share and shall remain
suspended until proper notification; and
iii. 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.
PAGE 9
3. Exchanges
Effect exchanges of shares of the Funds upon receipt of
appropriate instructions from the Administrator and/or
Participant.
4. 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;
c. Historical information regarding the account of each
Participant and/or Retirement Plan, including dividends
and distributions invested in shares;
d. Pertinent information regarding the establishment and
maintenance of Retirement Plans and Retirement Accounts
necessary to properly administer each account.
e. Any instructions from a Participant or Administrator
including, all forms furnished by the Fund and 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
f. Any information required in order for RPS to perform
the calculations contemplated under this Agreement.
PAGE 10
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 or at such other time as may be mutually agreed
upon.
5. Tax Information
RPS shall also prepare and file with appropriate federal and
state agencies, such information returns and reports as
required by applicable Federal and State 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 and State law.
PAGE 11
6. Other Information to be furnished to the Funds
RPS will furnish to the Fund, such information, including
shareholder lists and statistical information as may be agreed
upon from time to time between RPS and the Fund.
7. Correspondence
RPS will promptly and fully answer correspondence from
Administrators and in some cases, Participants, relating to
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 RPS in
accordance with applicable law.
8. Mailings/Confirmation Statements
RPS will be responsible for mailing all confirmations and
other enclosures and mailings, as requested by the
Administrators and as may be required of the Funds by
applicable Federal or state law.
9. Proxies
RPS shall monitor the mailing of proxy cards and other
material supplied to it by the Fund in connection with
shareholder meetings of the Fund and shall coordinate the
receipt, examination and tabulation of returned proxies and the
certification of the vote to the Fund.
PAGE 12
10. Form N-SAR
RPS shall maintain such records, if any, as shall enable the
Fund to fulfill the requirements of Form N-SAR.
11. 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 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 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 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.
PAGE 13
3. Communications
a. Print. The printed forms used internally and
externally for documentation 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 to and from the Participants, or their
agents, 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.
PAGE 14
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.
PAGE 15
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
PAGE 16
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 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
PAGE 17
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
PAGE 18
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
PAGE 19
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. A certified 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;
PAGE 20
c. 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;
d. All account application forms and other documents
relating to shareholders' accounts;
e. 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
f. 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 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 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;
PAGE 21
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;
e. Specimens of all new certificates accompanied by the
Board of Directors/Trustees' resolutions approving
such forms;
f. Such other documents or opinions which RPS, in its
discretion, may reasonably deem necessary or
appropriate in the proper performance of its duties;
and
g. Copies of new prospectuses issued.
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.
PAGE 22
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; or after so requested by the other party
hereto.
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
PAGE 23
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) that are 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. 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
PAGE 24
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
PAGE 25
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 and less than $100,000
("Significant Transaction"), RPS 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 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 "as of" transaction, however,
causing dilution in excess of the lesser of $100,000
or a ▇▇▇▇▇ per share will be promptly reported to
the Board and resolved at the next scheduled Board
PAGE 26
Meeting. Settlement for "as of" transactions causing
dilution of $100,000 or more will not be entered
into until approved by the Board. The factors the
Board or the Funds would be expected 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
transactions to the Fund and to all other
Price Funds; and
v. The prior response of RPS to recommendations
made by the Funds regarding improvement to the
Transfer Agent's As Of Processing Procedures.
PAGE 27
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.
PAGE 28
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' written notice to RPS; and by RPS,
upon three hundred sixty-five (365) days' writing 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
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
PAGE 29
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.
PAGE 30
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 on any
number of counterparts, and all of said counterparts taken together
shall be deemed to constitute one and the same instruments.
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 ▇. ▇▇▇▇ 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.
PAGE 31
U. 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.
PAGE 32
V. 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.
▇. ▇▇▇▇ PRICE RETIREMENT PLAN ▇. ▇▇▇▇ PRICE FUNDS
SERVICES, INC.
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
BY: _________________________ BY:__________________________
DATED: ______________________ DATED:_______________________
PAGE 33
APPENDIX A
▇. ▇▇▇▇ PRICE BALANCED FUND, INC.
▇. ▇▇▇▇ PRICE BLUE CHIP GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE CAPITAL APPRECIATION FUND
▇. ▇▇▇▇ PRICE CAPITAL OPPORTUNITY FUND, INC.
▇. ▇▇▇▇ PRICE CORPORATE INCOME FUND, INC.
▇. ▇▇▇▇ PRICE DIVIDEND GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE EQUITY INCOME FUND
▇. ▇▇▇▇ PRICE FINANCIAL SERVICES FUND, INC.
▇. ▇▇▇▇ PRICE GNMA FUND
▇. ▇▇▇▇ PRICE GROWTH & INCOME FUND, INC.
▇. ▇▇▇▇ PRICE GROWTH STOCK FUND, INC.
▇. ▇▇▇▇ PRICE HEALTH SCIENCES FUND, INC.
▇. ▇▇▇▇ PRICE HIGH YIELD FUND, INC.
▇. ▇▇▇▇ PRICE INDEX TRUST, INC.
▇. ▇▇▇▇ Price Equity Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC.
▇. ▇▇▇▇ Price International Bond Fund
▇. ▇▇▇▇ Price International Discovery Fund
▇. ▇▇▇▇ Price International Stock Fund
▇. ▇▇▇▇ Price European Stock Fund
▇. ▇▇▇▇ Price New Asia Fund
▇. ▇▇▇▇ Price Global Government Bond Fund
▇. ▇▇▇▇ Price Japan Fund
▇. ▇▇▇▇ Price Latin America Fund
▇. ▇▇▇▇ Price Emerging Markets Bond Fund
▇. ▇▇▇▇ Price Emerging Markets Stock Fund
▇. ▇▇▇▇ Price Global Stock Fund
PAGE 34
▇. ▇▇▇▇ PRICE MID-CAP GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE MID-CAP VALUE FUND, INC.
▇. ▇▇▇▇ PRICE OTC FUND, INC.
▇. ▇▇▇▇ PRICE OTC FUND
▇. ▇▇▇▇ PRICE NEW AMERICA GROWTH FUND
▇. ▇▇▇▇ PRICE NEW ERA FUND, INC.
▇. ▇▇▇▇ PRICE NEW HORIZONS FUNDS, INC.
▇. ▇▇▇▇ PRICE NEW INCOME FUND, INC.
▇. ▇▇▇▇ PRICE PERSONAL STRATEGY FUNDS, INC.
▇. ▇▇▇▇ Price Personal Strategy Balanced Fund
▇. ▇▇▇▇ Price Personal Strategy Growth Fund
▇. ▇▇▇▇ Price Personal Strategy Income Fund
▇. ▇▇▇▇ PRICE PRIME RESERVE FUND, INC.
▇. ▇▇▇▇ PRICE SCIENCE & TECHNOLOGY FUND, INC.
▇. ▇▇▇▇ PRICE SHORT-TERM BOND FUND, INC.
▇. ▇▇▇▇ PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
▇. ▇▇▇▇ PRICE SMALL-CAP VALUE FUND, INC.
▇. ▇▇▇▇ PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
▇. ▇▇▇▇ PRICE VALUE FUND, INC.
▇. ▇▇▇▇ PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
PAGE 35
▇. ▇▇▇▇ PRICE SUMMIT FUNDS, INC.
▇. ▇▇▇▇ Price Summit Cash Reserves Fund
▇. ▇▇▇▇ Price Summit Limited-Term Bond Fund
▇. ▇▇▇▇ Price Summit GNMA Fund
▇. ▇▇▇▇ PRICE VALUE FUND, INC.
PAGE 36
AMENDMENT NO. 1
AGREEMENT
between
▇. ▇▇▇▇ PRICE RETIREMENT PLAN SERVICES, INC.
and
EACH OF THE PARTIES INDICATED ON APPENDIX A
The Retirement Plan Services Contract of January 1, 1997,
between ▇. ▇▇▇▇ Price Retirement Plan Services, Inc. and each of
the Parties listed on Appendix A thereto is hereby amended, as of
April 24, 1997, by adding thereto the ▇. ▇▇▇▇ Price Tax-Efficient
Balanced Fund, Inc. and ▇. ▇▇▇▇ Price Diversified Small-Cap Growth
Fund, Inc.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government Reserve Investment Fund
▇. ▇▇▇▇ PRICE BALANCED FUND, INC.
▇. ▇▇▇▇ PRICE BLUE CHIP GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE CAPITAL APPRECIATION FUND
▇. ▇▇▇▇ PRICE CAPITAL OPPORTUNITY FUND, INC.
▇. ▇▇▇▇ PRICE CORPORATE INCOME FUND, INC.
▇. ▇▇▇▇ PRICE DIVERSIFIED SMALL-CAP GROWTH FUND,
INC.
▇. ▇▇▇▇ PRICE DIVIDEND GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE EQUITY INCOME FUND
▇. ▇▇▇▇ PRICE FINANCIAL SERVICES FUND, INC.
▇. ▇▇▇▇ PRICE GNMA FUND
▇. ▇▇▇▇ PRICE GROWTH & INCOME FUND, INC.
▇. ▇▇▇▇ PRICE GROWTH STOCK FUND, INC.
▇. ▇▇▇▇ PRICE HEALTH SCIENCES FUND, INC.
PAGE 37
▇. ▇▇▇▇ PRICE HIGH YIELD FUND, INC.
▇. ▇▇▇▇ PRICE INDEX TRUST, INC.
▇. ▇▇▇▇ Price Equity Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
▇. ▇▇▇▇ PRICE INTERNATIONAL FUNDS, INC.
▇. ▇▇▇▇ Price International Bond Fund
▇. ▇▇▇▇ Price International Discovery Fund
▇. ▇▇▇▇ Price International Stock Fund
▇. ▇▇▇▇ Price European Stock Fund
▇. ▇▇▇▇ Price New Asia Fund
▇. ▇▇▇▇ Price Global Government Bond Fund
▇. ▇▇▇▇ Price Japan Fund
▇. ▇▇▇▇ Price Latin America Fund
▇. ▇▇▇▇ Price Emerging Markets Bond Fund
▇. ▇▇▇▇ Price Emerging Markets Stock Fund
▇. ▇▇▇▇ Price Global Stock Fund
▇. ▇▇▇▇ PRICE MID-CAP GROWTH FUND, INC.
▇. ▇▇▇▇ PRICE MID-CAP VALUE FUND, INC.
▇. ▇▇▇▇ PRICE OTC FUND, INC.
▇. ▇▇▇▇ Price OTC Fund
▇. ▇▇▇▇ PRICE NEW AMERICA GROWTH FUND
▇. ▇▇▇▇ PRICE NEW ERA FUND, INC.
▇. ▇▇▇▇ PRICE NEW HORIZONS FUNDS, INC.
▇. ▇▇▇▇ PRICE NEW INCOME FUND, INC.
▇. ▇▇▇▇ PRICE PERSONAL STRATEGY FUNDS, INC.
▇. ▇▇▇▇ Price Personal Strategy Balanced Fund
▇. ▇▇▇▇ Price Personal Strategy Growth Fund
▇. ▇▇▇▇ Price Personal Strategy Income Fund
▇. ▇▇▇▇ PRICE PRIME RESERVE FUND, INC.
▇. ▇▇▇▇ PRICE SCIENCE & TECHNOLOGY FUND, INC.
▇. ▇▇▇▇ PRICE SHORT-TERM BOND FUND, INC.
PAGE 38
▇. ▇▇▇▇ PRICE SHORT-TERM U.S. GOVERNMENT FUND,
INC.
▇. ▇▇▇▇ PRICE SMALL-CAP VALUE FUND, INC.
▇. ▇▇▇▇ PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum International Fund
▇. ▇▇▇▇ PRICE TAX-EFFICIENT BALANCED FUND, INC.
▇. ▇▇▇▇ PRICE VALUE FUND, INC.
▇. ▇▇▇▇ PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
▇. ▇▇▇▇ PRICE SUMMIT FUNDS, INC.
▇. ▇▇▇▇ Price Summit Cash Reserves Fund
▇. ▇▇▇▇ Price Summit Limited-Term Bond Fund
▇. ▇▇▇▇ Price Summit GNMA Fund
▇. ▇▇▇▇ PRICE VALUE FUND, INC.
Attest:
/s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
_____________________ _________________________
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Assistant Secretary Treasurer
Attest: ▇. ▇▇▇▇ PRICE RETIREMENT PLAN
SERVICES, INC.
/s/▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇ /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_____________________ ____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇, By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Assistant Secretary Vice President