EXHIBIT 10.6(b)
PLAN RECORDKEEPING AGREEMENT BETWEEN
DENTSPLY INTERNATIONAL INC.
AND
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
THIS PLAN RECORDKEEPING AGREEMENT ("Agreement") is made by
and between T. ROWE PRICE RETIREMENT PLAN SERVICES INC., a
Maryland corporation ("T. Rowe Price"), and DENTSPLY
INTERNATIONAL INC., a Delaware corporation ("Client").
Client wishes to employ T. Rowe Price to perform certain
recordkeeping and other ministerial services for the DENTSPLY
EMPLOYEE STOCK OWNERSHIP PLAN ("Plan") and T. Rowe Price agrees
to perform those services, in accordance with the following
terms and conditions.
1. RESPONSIBILITIES/REPRESENTATIONS OF T. ROWE PRICE
1.1 Recordkeeping for the Plan. T. Rowe Price will provide,
or cause to be provided through its agents, recordkeeping and
other ministerial services with respect to the Plan and the
employees eligible to participate under the Plan, including
their alternate payees and beneficiaries ("Participants"),
within a framework of directions, documents, data, policies,
administrative forms, interpretations, rules, practices and
procedures adopted by Client. The specific services to be
performed are set forth in Schedule A, which schedule shall
become a part of this Agreement upon execution by T. Rowe Price
and Client. Any changes to the services to be performed shall
become a part of this Agreement upon T. Rowe Price and Client
executing an amendment to Schedule A.
1.2 Reliance on Directions, Documents, Data and Information
Provided by Client.
Services provided by T. Rowe Price hereunder are dependent on
directions, documents, data and other information being
provided to T. Rowe Price in a timely manner by Client. All
directions, documents, data and other information provided to
T. Rowe Price which T. Rowe Price reasonably believes to have
been provided by Client are deemed to be complete, accurate,
authentic and timely. T. Rowe Price shall act in accordance
with such directions, documents, data or information and shall
have no obligation to inquire into their completeness,
accuracy, authenticity or timeliness.
1.3 Reliance on Documents, Information and Instructions
provided by Participants.
Some services provided by T. Rowe Price hereunder may require
oral, telephone, electronic or written instructions or
information provided by a Participant and/or the Participant's
spouse. Instructions or other information provided to T. Rowe
Price under a signature which purports to be that of the
Participant or Participant's spouse or provided
133
with a personal identification number or other identifying
information used to verify that the transmission originated
from the Participant or Participant's spouse shall be deemed to
be complete, accurate, authentic and timely. T. Rowe Price
shall act in accordance with such instructions or information
and shall have no duty to inquire into their completeness,
accuracy, authenticity or timeliness. Client shall indemnify
and hold harmless T. Rowe Price (including its employees,
representatives and agents) from and against any liability,
loss or expenses (including reasonable attorneys' fees and
court costs) incurred by T. Rowe Price in connection with
providing information or processing transactions in accordance
with the directions of a Participant or Participant's spouse
via written, telephone, internet or other means approved by
Client for use with the Plan.
1.4 Exclusive List of Duties. T. Rowe Price shall have no
duties with respect to the Plan except those duties described
in this Agreement. In no event shall T. Rowe Price have any
discretionary authority or control regarding management of the
Plan or its assets.
2. RESPONSIBILITIES/REPRESENTATIONS OF CLIENT
2.1 Client Instructions to T. Rowe Price. Any directions or
instructions provided to T. Rowe Price by Client pursuant to
this Agreement shall be set forth in writing or by any other
means, such as telephone or electronic means, as agreed to
between Client and T. Rowe Price. Any directions or
instructions provided to T. Rowe Price by Client, the
Administrator (as defined in Section 2.2) and their duly
authorized agents and representatives shall be deemed to be
provided by Client for purposes of this Agreement.
2.2 Plan Administrator. Client represents that a Committee of
the Client is the "administrator" of the Plan
("Administrator"), as that term is defined under Section
3(16)(A) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), which Administrator possesses
discretionary authority and control over the management of the
Plan.
2.3 Plan Documents, Data and Administrative Procedures.
Client shall provide T. Rowe Price with the most recent copy of
the Plan (including all amendments thereto), a copy of the
Plan's Internal Revenue Service determination letter, the Plan's
administrative procedures and forms, all Plan data and other
documents, data or information that T. Rowe Price may need to
perform the services under this Agreement. Client shall be
responsible for the accuracy of all documents, data, forms and
procedures provided to T. Rowe Price.
2.4 Tax Qualification and Compliance. Client hereby
represents and warrants that the Plan is intended to qualify as
a tax-exempt plan under Sections 401(a) and 501(a) of the
Internal Revenue Code of 1986, as amended (the "Code") and that
the Plan is and will continue to be operated in compliance with
the Code, ERISA and other applicable laws. Client has sole
responsibility for maintaining the tax qualification of the
Plan, both in completing necessary documents and in the
operation of the Plan.
134
2.5 Adoption of Services/Procedures. Client agrees to review
the services and administrative procedures (including process
flows), policies, forms and participant communications that T.
Rowe Price will use in performing the services under this
Agreement. Client has sole responsibility for selecting the
services to be provided by T. Rowe Price and for determining
that the administrative procedures (including process flows),
policies, forms and communications used to provide such
services are consistent with the Plan document and are
otherwise acceptable for use with the Plan.
2.6 Interpretation of the Plan. Client shall have sole
discretion to resolve questions relating to any interpretation
of the terms and conditions of the Plan.
2.7 Benefit Claims. Client shall resolve all benefit claims
and claims appeals under the Plan.
2.8 Domestic Relations Orders. Client shall be solely
responsible for determining whether any domestic relations
order filed with the Plan is qualified and for taking all steps
necessary to effectuate such order.
2.9 Investment Information. Client agrees that if it prepares
any communications material that describes one or more of the
investment companies sponsored by T. Rowe Price Associates,
Inc. ("Price Funds") or any other investment option the adviser
of which is T. Rowe Price or any affiliate of T. Rowe Price,
Client shall not distribute or utilize such material until T.
Rowe Price has approved the portion of the material describing
such investment option.
2.10 Securities Laws. Client shall have sole responsibility
for meeting any U.S. securities laws that may apply in the
event that Client offers qualifying employer securities within
the meaning of Section 407(d) of ERISA ("Qualifying Employer
Securities") as an investment under the Plan.
2.11 Annuities. In the event that the Plan provides for
distributions in the form of an annuity, Client shall be
responsible for evaluating and selecting the annuity contract
to be distributed to a Participant who elects the annuity form
of distribution.
2.12 Reports. Client agrees to review reports prepared by T.
Rowe Price and further agrees that any report to which it does
not file written objections within 90 days shall be presumed to
be complete and accurate.
2.13 Missing Persons/Unclaimed Checks. Client shall have sole
responsibility for locating missing Participants and for
instructing T. Rowe Price on the action to take with respect to
benefits for missing Participants and benefits for Participants
who have not cashed distribution checks.
135
3. GENERAL PROVISIONS
3.1 Assistance Rendered by T. Rowe Price. Client understands
and agrees that, in rendering Plan recordkeeping services to
Client, T. Rowe Price provides general information only and
does not provide legal or tax advice.
3.2 Status of T. Rowe Price. Notwithstanding any other
provision of this Agreement to the contrary, neither T. Rowe
Price nor its employees, representatives or agents shall be
deemed to be the administrator, plan sponsor or a fiduciary of
the Plan as defined in Sections 3(16)(A), 3(16)(B) or 3(21)(A),
respectively, of ERISA.
3.3 Indemnification. Client shall indemnify and hold harmless
T. Rowe Price (including its employees, representatives and
agents) from and against any liability, loss and expenses
(including reasonable attorneys' fees and court costs) incurred
in connection with: (i) the performance of T. Rowe Price's
duties under this Agreement, except to the extent that such
liability, loss or expenses arises from T. Rowe Price's own
negligence or willful misconduct, (ii) any action taken by T.
Rowe Price in accordance with the direction or instructions of
Client, a Participant or a Participant's spouse, or any failure
to act in the absence of such directions or instructions, and
(iii) any matter relating to the Plan for which T. Rowe Price
has no responsibility, control or liability under this
Agreement.
3.4 Force Majeure. Neither T. Rowe Price nor Client shall be
liable for any loss or expense resulting from a failure to
fulfill or for delay in fulfilling its responsibilities under
this Agreement where such failure or delay arises from any
occurrence commonly known as force majeure, including, but not
limited to, fire, flood, acts of God, war, riot, acts of any
telephone or wireless network, strikes or other acts of
workmen, accidents, acts of terrorism, revolution or any other
events or circumstances beyond the reasonable control of the
party affected by the occurrence.
3.5 Fees and Expenses. Client agrees to compensate T. Rowe
Price for its services under this Agreement and reimburse T.
Rowe Price for its expenses, as set forth in Schedule B, which
is made a part hereof. Such fees and expenses as set forth in
Schedule B will not be subject to increase until November 1,
2002. After such date, the fees and expenses may be amended by
T. Rowe Price upon 90 days prior written notice to Client.
T. Rowe Price maintains separate settlement and cash
accounts for the processing of contributions to and the
processing of distributions from Plan Accounts. All
contributions shall be transferred from the contribution
accounts to Plan Accounts as quickly as administratively
possible and all proceeds associated with a distribution shall
be processed in accordance with the provisions of this
Agreement and any applicable transfer agency agreement in
regard to such distribution; provided, that T. Rowe Price shall
not incur any liability for the payment of interest on such
amounts pending allocation to Plan Accounts or distribution to
Participants notwithstanding the receipt of credit or interest
in respect of funds held in such contribution and/or
distribution
136
accounts; provided, further, that any credit or interest in
respect of funds held in such accounts will be used to offset
banking and associated charges relative to the processing of
contributions to and distributions from Plan Accounts with any
excess used to reduce the expenses of the Price Funds and
common trust funds the adviser of which is an affiliate of T.
Rowe Price which hold amounts invested by plans for which T.
Rowe Price provides recordkeeping services.
3.6 Records Are Property of Client. All records sent to T.
Rowe Price by Client (or its agents) will remain the property
of Client. Plan records in T. Rowe Price's possession will be
returned by T. Rowe Price to Client or its designee in the
event of termination of this Agreement or otherwise upon the
written instruction of Client. This provision shall not
preclude T. Rowe Price from retaining copies of Plan records
that it may reasonably need or that it may be required by law
to retain or from destroying records that it has held for more
than seven years.
3.7 Inspection of Plan Records by Client. T. Rowe Price
agrees that, upon reasonable notice, it shall provide Client
the information and records that Client may reasonably require
that are maintained by T. Rowe Price in order for Client or its
designee to perform audits of such records, to process any
Participant claim or to perform any other function necessary
for the operation of the Plan.
3.8 Confidentiality/Security. T. Rowe Price and Client agree
to treat as confidential and use only in connection with this
Agreement all Plan data, records and information regarding the
recordkeeping system, including computer programs and software,
reports and other documents, which are furnished to the other
under this Agreement. T. Rowe Price and Client shall protect
the security of such records and shall not disclose such
records or other information to third parties except as
required by law or when requested to do so by the other;
provided, however, that T. Rowe Price may disclose such records
or information to its agents in the course of performing its
duties under this Agreement.
3.9 Agents of Mutual Funds. Client understands that T. Rowe
Price Services, Inc. and T. Rowe Price Retirement Plan
Services, Inc. are the transfer agents for the Price Funds and
that records with respect to each Participant's holdings in any
Price Fund will be maintained, and disbursements of such
holdings will be effected, by T. Rowe Price Services, Inc. or
T. Rowe Price Retirement Plan Services, Inc. (or their agents)
in their capacity as transfer agents for the Price Funds.
Client also understands that the principal underwriter and
distributor for the Price Funds is T. Rowe Price Investment
Services, Inc., and all activities relating to the sale of
shares of the Price Funds to Participants will be the function
and responsibility of T. Rowe Price Investment Services, Inc.
3.10 Governing Law. This Agreement will be construed, enforced
and governed by the laws of the State of Maryland.
3.11 Effective Date and Termination. Except as otherwise
specified herein, the term of this Agreement will begin on
November 1, 2000 and will remain in effect until
137
terminated by either T. Rowe Price or the Client upon 90 days
prior written notice to the other, unless both agree in writing
to a shorter period.
3.12 Surviving Sections. Notwithstanding any provision of the
Agreement to the contrary, Sections 3.3, 3.5, 3.6, 3.7 and 3.8
shall survive termination of this Agreement.
3.13 Notices. All notices and other communications shall be
given or served in writing
and sent to the parties at the addresses set forth below:
To Client:DENTSPLY International Inc.
570 West College Avenue
York, PA 17405
Attn:Bill Reardon
Phone: (717) 849-4262
Fax: (717) 849-4759
To T. Rowe Price: T. Rowe Price Retirement Plan
Services, Inc.
4555 Painters Mill Road
Owings Mills, Maryland 21117
Attn: DENTSPLY International Inc. Plan
Service Team
Phone: (800) 638-4546
Fax: (410) 345-4407
3.14 Severability. If any provision of this Agreement is
found, held or deemed to be void, unlawful or unenforceable
under any applicable statute or other controlling law, the
remainder of this Agreement will continue in full force and
effect.
3.15 Predecessor and Successor Recordkeepers. T. Rowe Price
shall not be liable for the acts or omissions of any of its
predecessors or successors.
3.16 Successors and Assigns. This Agreement will be binding
upon the successors and assigns of the parties hereto.
3.17 Construction. Whenever used in this Agreement, unless the
context indicates otherwise, the singular will include the
plural, the plural will include the singular and the male
gender will include the female gender.
3.18 Headings. Headings in this Agreement are inserted solely
for convenience of reference and will neither constitute a part
of this Agreement nor affect its meaning, construction or
intent.
3.19 Waiver of Breach. The waiver by any party of any
provision of this Agreement or a breach of any provision of
this Agreement will not operate or be construed as a waiver of
any other provision or any subsequent breach.
138
3.20 Amendment. Except as provided in Paragraph 3.5, no
modification, amendment or waiver of any provision of this
Agreement will be effective unless such amendment or waiver is
in writing signed by T. Rowe Price and Client.
IN WITNESS WHEREOF, each of the parties has caused this
instrument to be executed by its duly authorized officers.
T. ROWE PRICE RETIREMENT
PLAN SERVICES, INC.
ATTEST/WITNESS:
____________________________ By:__________________________
Vice President
Dated:_______________________
DENTSPLY INTERNATIONAL INC.
ATTEST/WITNESS:
____________________________ By:__________________________
Title:________________________
Dated:_______________________
139
SCHEDULE A
TO RECORDKEEPING AGREEMENT BETWEEN
DENTSPLY INTERNATIONAL INC. AND
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
RECORDKEEPING SERVICES
T. Rowe Price will provide the following recordkeeping and
other ministerial services in accordance with the directions,
documents, data, policies, administrative forms,
interpretations, rules, practices and procedures (including
process flows) adopted by Client:
1. STANDARD RECORDKEEPING SERVICES
1.1 Data Maintenance. Upon receipt of participation and
demographic data from Client, T. Rowe Price shall enter such
data into its recordkeeping system for the Plan and provide for
the proper operation and maintenance of the records of the Plan.
1.2 Accounts. Upon receipt of all necessary participation,
demographic and other data from Client, T. Rowe Price shall
provide recordkeeping for each account as set forth under the
Plan ("Account").
1.3 Allocating Contributions to Accounts and Investments. T.
Rowe Price shall reconcile Account Allocation Information (as
defined below) with the contribution estimate provided by
Client and provide a contribution confirmation to Client. If
the contribution and Account Allocation Information do not
reconcile, T. Rowe Price shall notify Client, which shall
resolve the discrepancies before sending any contribution to T.
Rowe Price. Promptly upon receipt of a contribution in the
reconciled amount, T. Rowe Price shall allocate such
contribution to Participants' Accounts in accordance with the
Account Allocation Information, allocate such contribution to
the investment options available under the Plan ("Investment
Option") in accordance with the Investment Allocation
Information (as defined below) and transfer the contribution to
the various Plan Investment Options in accordance with the
Investment Allocation Information.
("Account Allocation Information") is the information
supplied by Client regarding the various contribution sources
and amounts under the Plan and ("Investment Allocation
Information") is the Investment Option percentages or amounts
that the Participant or Client has directed for investment in
an Investment Option from time to time.
1.4 Earnings and Losses. On each day the New York Stock
Exchange is open for business ("Business Day") or at such other
frequency as may be agreed between T. Rowe Price and Client, T.
Rowe Price shall allocate earnings and losses as reported to T.
140
Rowe Price for each Investment Option to each Participant's
Account or Accounts based on such Account's investment in the
Investment Option.
1.5 Distribution Processing. T. Rowe Price shall process
distributions to Participants in accordance with procedures
adopted by Client. If instructed by Client, T. Rowe Price
shall withhold and deposit federal and state income taxes as
may be required by law and prepare Internal Revenue Service
Forms 1099-R or such other forms as may be required under the
Code for the reporting of distributions, provided that Client
provides T. Rowe Price with all information T. Rowe Price may
need to calculate withholding and prepare reports of
distributions.
1.6 Loan Processing. T. Rowe Price shall process loans to
Participants in accordance with procedures adopted by Client.
If instructed by Client, T. Rowe Price shall prepare Internal
Revenue Service Forms 1099-R or such other forms as may be
required under the Code for the reporting of distributions that
Client directs T. Rowe Price to make in connection with the
failure of a Participant to repay a loan as required, provided
that Client provides T. Rowe Price with all information T. Rowe
Price may need to prepare the reports of distributions.
1.7 Reports. T. Rowe Price shall prepare and deliver to
Client the reports as agreed upon in writing between T. Rowe
Price and Client.
1.8 Client Access On-Line Services. As elected by Client, T.
Rowe Price shall provide Client with access to Participant
records and report capabilities via a plan sponsor Internet
website.
1.9 Form 5500 Financial Data. As requested by Client, T. Rowe
Price shall prepare and deliver to Client a report containing
all financial data required to complete the financial portions
of the IRS Form 5500 for those Plan assets for which, and for
the time period during which, T. Rowe Price keeps the Plan's
records.
2. OPTIONAL RECORDKEEPING SERVICES
2.1 Phone System. T. Rowe Price shall provide Client and
Participants with T. Rowe Price's Telephone Inquiry System
("Phone System"), which provides information and the ability to
perform certain Plan transactions by telephone, via either a
voice response system ("VRS") or T. Rowe Price telephone
representatives. Subject to compliance with applicable laws,
all telephone calls will be recorded. A Participant will be
able to access the VRS only if the Participant enters his
social security number and personal identification number
("PIN"). If the Participant has not entered his PIN and social
security number into the VRS, the Participant may obtain
information and process transactions through a telephone
representative only by identifying himself as the Participant
by name, social security number and address.
141
2.2 Participant On-Line Access. T. Rowe Price shall provide
Participants with T. Rowe Price's On-Line Access system
("On-Line Access"), which provides information and the ability
to perform certain Plan transactions by computer access (via
the Internet or dial-up networking). A Participant will be
able to use On-Line Access only if the Participant enters his
social security number and PIN.
2.3 Enrollment Materials/Processing. T. Rowe Price shall mail
enrollment materials to all individuals identified as eligible
for Plan participation and process plan enrollments in
accordance with procedures adopted by Client.
2.4 Eligibility Determination. T. Rowe Price shall determine
eligibility to participate in the Plan in accordance with
procedures adopted by Client.
2.5 Vesting Service. T. Rowe Price shall calculate vesting
service for Participants in
accordance with procedures adopted by Client.
2.6 Rollover Contribution Materials/Processing. T. Rowe Price
shall mail rollover materials to an individual upon request and
shall process direct and indirect rollover contributions in
accordance with procedures adopted by Client. T. Rowe Price
shall transfer rollover contributions to the Plan Investment
Options in accordance with the Investment Allocation
Information.
2.7 Calculating Employer Contributions. As directed by
Client, T. Rowe Price shall calculate the amount of employer
contributions to the Plan in accordance with procedures adopted
by Client.
2.8 Investment Changes. T. Rowe Price shall process changes
to Investment Allocation Information and changes to the
investment of existing Account balances as directed by
Participants.
2.9 Beneficiary Tracking and Determination. T. Rowe Price
shall keep records of beneficiary designations and related
information. Upon receipt of notification of a Participant's
death, T. Rowe Price shall determine the beneficiary in
accordance with procedures adopted by Client; provided,
however, that Client shall determine the beneficiary if
competing claims for benefits have been made or threatened, if
T. Rowe Price cannot clearly determine the beneficiary based
upon the procedures provided or if T. Rowe Price has questions
of interpretation.
2.10 Distribution by Phone. Upon request of a Participant via
the Phone System, T. Rowe Price shall mail distribution forms
and information to the Participant and shall process such
distributions (including in-service withdrawals where
applicable) in accordance with procedures adopted by Client;
provided, however, that hardship withdrawals other than IRS
"deemed" hardship withdrawals must be approved in writing by
Client before being processed by T. Rowe Price.
142
2.11 Proxy Voting Materials for Qualifying Employer
Securities. T. Rowe Price shall perform the following service
with respect to Participant Accounts invested in Qualifying
Employer Securities on the record date in accordance with
procedures adopted by Client:
As directed by Client, T. Rowe Price (or its agent) shall
timely mail to each Participant a copy of all shareholder proxy
materials and other materials which have been timely provided
to T. Rowe Price by Client and instruct each Participant to
return the Participant's directed vote to T. Rowe Price (or its
agent). T. Rowe Price (or its agent) shall tabulate such
directed votes for the Plan and give the tabulation to the
trustee of the Plan, so that the trustee may timely vote the
shares. All such tabulation and related records shall be kept
confidential by T. Rowe Price, or upon the trustee's request,
turned over to the trustee.
2.12 Insider Trading Restrictions. As directed by Client, T.
Rowe Price shall encode on the Phone System a record of each
Participant who may not effect transactions into or out of
Qualifying Employer Securities because the Participant is
subject to the reporting obligations of Section 16 of the
Securities Exchange Act of 1934 ("Section 16"). Such
Participant will be prevented from making any change over the
Phone System that would involve a redemption or purchase of an
interest in Qualifying Employer Securities unless otherwise
directed by Client.
3. COMPLIANCE SERVICES
3.1 Code Section 415(c) Testing. T. Rowe Price shall conduct
an annual test of each Participant's Accounts for compliance
with Code Section 415(c) limits, based upon contributions and
data provided to T. Rowe Price by Client for this purpose, and
issue a report to Client of its findings.
3.2 Minimum Required Distributions Processing. T. Rowe Price
shall calculate the amount that must be distributed from the
Plan to a Participant who is required to receive a minimum
required distribution described in Code Section 401(a)(9) and
process such distribution, all in accordance with procedures
adopted and data provided by Client. Minimum required
distributions can be calculated only for distributions
requested via forms.
3.3 Form 5500 and SAR Preparation. T. Rowe Price, through a
third party provider selected by T. Rowe Price ("Provider"),
shall produce the Form 5500 plus all required schedules and a
summary annual report for the Plan. The Form 5500 preparation
will not include the performance of an audit or retention of an
actuary. Client shall provide all data necessary for the
preparation of the Form 5500 directly to Provider, in such
manner and by such deadlines as required by Provider, except
that T. Rowe Price shall provide the financial data which it is
required to prepare in accordance with this Agreement. Client
shall be responsible for filing the Form 5500 and for
distributing the summary annual reports to Participants.
143
4. PARTICIPANT COMMUNICATIONS
4.1 Participant Statements. T. Rowe Price shall prepare and
mail to Participants statements of their Account balances under
the Plan and such other information as agreed between T. Rowe
Price and Client, at such times as may be agreed between T.
Rowe Price and Client.
4.2 Enrollment and Other Participant Communication Materials.
At the direction of Client, T. Rowe Price shall produce Plan
enrollment and communication materials using the decisions(R)
communications materials. T. Rowe Price also shall provide T.
Rowe Price enrollment representatives to assist Client with
employee meetings as directed by Client.
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
By: ____________________________________ Dated:_____________
Vice President
DENTSPLY INTERNATIONAL INC.
By: ____________________________________ Dated:______________
Title: ____________________________________
144
SCHEDULE B
TO RECORDKEEPING AGREEMENT BETWEEN
DENTSPLY INTERNATIONAL INC. AND
T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.
FEES AND EXPENSES
Fees for services provided and expenses under this Agreement
are as follows:
1. Per Participant Recordkeeping Fees. The annual
recordkeeping fee is $0.00 per
Participant.
2. Proxy Fee. T. Rowe Price shall pass through to Client all
fees, including postage, for mailing proxy or other materials
to Participants and for tabulating Participants' votes to the
extent this service is provided by T. Rowe Price (or its
agents).
3. Form 5500 and SAR Preparation. The Form 5500 and Summary
Annual Report is provided annually at a fee of $0.00.
4. Annual Additions. The fee for annual Code Section 415(c)
testing is $0.00.
5. Communication Fees. The costs for the production,
reproduction, and distribution of any decisions(R)communications
materials used by Client shall be paid by T. Rowe Price.
T. Rowe Price also shall provide, for no fee, a T. Rowe
Price enrollment representative for 10 days in year one and 5
days per year thereafter to assist Client with employee
meetings (which employee meeting allowance includes any other
meeting allowance provided by T. Rowe Price to Client under any
other agreement). After the no-fee days are used by Client,
the charge shall be $1000.00 per T. Rowe Price enrollment
representative per day.
6. Data Processing Expenses. For conversion matters or
reports requested by Client that require extensive programming
by T. Rowe Price, T. Rowe Price shall charge the hourly
programming fee then in effect for each hour of programming;
provided, however that before any such programming is
undertaken by T. Rowe Price, T. Rowe Price shall provide a cost
estimate for such programming to Client for its review and
approval.
7. Special Expenses. T. Rowe Price shall charge Client for
any extraordinary expenses or other costs that arise in the
process of performing its duties hereunder. Such extraordinary
expenses include, but shall not be limited to, expenses and
fees incurred by T. Rowe Price in connection with governmental
or regulatory inquiries relating to the Plan or in connection
with Client audits of the Plan, and costs of correcting
recordkeeping errors that were not made by T. Rowe Price (such
errors may include, but shall not be limited to, an error in
data or instructions the Client transmitted to T. Rowe
145
Price or a pricing error made on an Investment Option the
adviser of which is not T. Rowe Price or any of its affiliates).
8. Payment of Fees and Expenses. Except as otherwise
provided for specific fees, all fees and expenses for services
provided under this Agreement shall be billed to Client
quarterly in arrears and are due and payable to T. Rowe Price
within 30 days after the date of invoice; provided, however,
that any such fees and expenses that are not paid by Client
upon termination of this Agreement shall be extracted from
Participants' Accounts.
146