UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. //
Post-Effective Amendment No. //
(Check appropriate box or boxes)
T. ROWE PRICE REAL ASSETS FUND, INC.
Exact Name of Registrant as Specified in Charter
100
East Pratt Street, Baltimore, Maryland 21202
Address of Principal Executive Offices
410-345-2000
Registrants
Telephone Number, Including Area Code
David Oestreicher
100 East Pratt Street, Baltimore, Maryland
21202
Name and Address of Agent for Service
Approximate Date of Proposed Public Offering February 6, 2014
Calculation of Registration Fee under the Securities Act of 1933:
Title of Securities Being Registered: Shares
of common stock, par value $.0001 per share,
of the T. Rowe Price Real Assets Fund, Inc.
Amount Being Registered:
Proposed Maximum Offering Price per Unit:
Proposed Maximum Aggregate Offering Price:
Amount of Registration Fee:
It is proposed that this filing will become effective on February 3, 2014 pursuant to Rule 488.
The Registrant has registered an indefinite amount of securities pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended; accordingly, no filing fee is payable herewith in reliance upon Section 24(f).
Proxy Information
This proxy material concerns the:
T. Rowe Price Global Infrastructure Fund
February 6, 2014
Dear Shareholder:
We cordially invite you to attend a special meeting of shareholders of the T. Rowe Price Global Infrastructure Fund and its advisor share class, the T. Rowe Price Global Infrastructure FundAdvisor Class (collectively, Global Infrastructure Fund) on Wednesday, April 30, 2014. The purpose of the meeting is to vote on a proposed transaction pursuant to which your fund will be merged into the T. Rowe Price Real Assets Fund (Real Assets Fund). The transaction was approved and recommended by your funds Board of Directors. Under the proposed merger between the Global Infrastructure Fund and the Real Assets Fund, you would become a shareholder of the Real Assets Fund. The value of your account in the Real Assets Fund will be the same as it was in the Global Infrastructure Fund on the date of the transaction, which is expected to be May 16, 2014. The reasons the Board of Directors is recommending this transaction are briefly summarized below. The accompanying combined proxy statement and prospectus contain detailed information on the transaction and comparisons of the funds. We ask you to read the enclosed information carefully and to submit your vote.
The directors and management of the Global Infrastructure Fund considered the following in making their recommendation to consummate the transaction:
The Global Infrastructure Fund was launched with the intent of creating an offering in an asset class that was rapidly growing at the time and offered investors an attractive combination of growth and yield while providing some inflation protection relative to most other equities. Despite relatively strong performance against the Lipper Average in the short term, the Global Infrastructure Fund has not performed as expected and has yet to achieve meaningful scale. The Real Assets Fund was introduced as an offering geared toward providing a hedge against inflation, along with strong risk-adjusted returns and lower correlation with other equity asset classes, especially over longer periods of time. The Real Assets Fund allocates its assets among several asset classes using individual securities and other T. Rowe Price funds. While both the Global Infrastructure Fund and Real Assets Fund invest globally and
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are geared toward inflation-sensitive investors, the Real Assets Fund offers broader diversification across asset sectors and a stronger focus on inflation protection.
The Global Infrastructure Fund has grown very slowly since its inception and had only approximately $42.6 million in assets across both share classes as of December 31, 2013. Management does not expect this trend to reverse and does not believe the fund will be able to achieve any meaningful scale in the foreseeable future. The Real Assets Fund is already a much larger fund and had $3.7 billion in assets as of December 31, 2013. Since the fund serves as an underlying fund for the T. Rowe Price Retirement Funds and Target Retirement Funds and certain other asset allocation funds, it is likely to continue to grow at a much more rapid rate than the Global Infrastructure Fund.
The small size of the Global Infrastructure Fund has caused the funds expense ratio to remain relatively high. The merger will provide shareholders the opportunity to become shareholders of a much larger fund with a significantly lower expense ratio, as well as a fund with a stronger emphasis on inflation protection. The Global Infrastructure Fund operates under a contractual expense limitation that caps the expense ratio at 1.10% for the Investor Class and 1.20% for the Advisor Class, both of which are significantly higher than the Real Assets Funds current expense ratio of 0.85%.
As shown in the following tables, the performance of the Global Infrastructure Fund has exceeded that of the Real Assets Fund. The Board believes this is primarily due to the higher inflation sensitivity and lower overall volatility of the Real Assets Funds investments versus those of the Global Infrastructure Fund. The absence of any evidence of inflation since its inception has created a challenging investment environment for the Real Assets Fund. In addition, due to a lack of comparable competitor offerings, the Real Assets Fund and Global Infrastructure Fund have been grouped into a Lipper Specialty category that is quite broad and includes funds with investment programs that are unrelated to inflation. Funds with a focused investment program tend to compare very favorably or unfavorably in this category depending on the performance of their more narrow investment strategies.
In consideration of these factors, the Board believes it to be prudent to move forward with a merger of the funds at this time.
The average annual total returns of the funds through December 31, 2013 are set forth below. Additional performance information for the funds is available in the proxy statement.
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Average Annual Total Returns | ||||||||||||||||||||||||||||||||
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|
|
| |||||||||||||||||||||||||||||
| Periods ended December 31, 2013 | 1 Year | 3 Years | Since inception (1/27/10) |
| |||||||||||||||||||||||||||
| Global Infrastructure Fund | 14.13 | % |
| 7.32 | % |
| 7.44 | % |
|
| |||||||||||||||||||||
| Global Infrastructure FundAdvisor Class | 13.88 |
| 7.18 |
| 7.28 |
|
| ||||||||||||||||||||||||
1 Year | 3 Years | Since inception (7/28/10) |
| |||||||||||||||||||||||||||||
Real Assets Fund | -1.30 | % |
| -1.72 | % |
| 4.42 | % |
|
|
The transaction is not expected to create any tax liabilities for you as the exchange of shares will not be a taxable event. The cost basis and holding periods of your Global Infrastructure Fund shares will carry over to the Real Assets Fund shares that you receive in connection with the transaction. It should be noted, however, that the Global Infrastructure Fund will sell any assets that are not acceptable to the Real Assets Fund prior to the transaction. It is expected that this will result in the distribution of taxable gains to shareholders of the Global Infrastructure Fund prior to the reorganization.
The Global Infrastructure Fund is offered in two share classes, an Investor Class and Advisor Class, while the Real Assets Fund is offered in only one share class, an Investor Class. Shareholders of both classes of the Global Infrastructure Fund would receive Investor Class shares of the Real Assets Fund in the reorganization. Advisor Class shares are subject to a 0.25% 12b-1 fee, while Investor Class shares are not subject to any 12b-1 fee. Advisor Class shares may only be purchased through a financial intermediary, while the Investor Class shares may be purchased through a financial intermediary or directly from the fund. If you hold shares directly through T. Rowe Price, the services you have selected for your Global Infrastructure Fund account will generally carry over to your account in the Real Assets Fund, including the election of whether or not to reinvest any dividends and capital gains. If you are a Global Infrastructure Fund Investor Class or Advisor Class shareholder and continue to hold the Real Assets Fund shares that you receive in the reorganization through a financial intermediary, you will continue to receive certain shareholder and administrative services through the financial intermediary.
For the reasons above, T. Rowe Price and the directors of your fund believe your interests will be better served over time by voting in favor of this transaction. If the proposal is approved at the shareholder meeting on April 30, 2014, the transaction will take place shortly thereafter, and you will own shares of equal value in the Real Assets Fund on the day of the transaction.
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We realize that it may be difficult for you to attend the meeting and vote your shares in person. However, we do need your vote. You can vote by mail, by telephone, or by Internet, as explained in the enclosed materials. By voting promptly, you can help the fund avoid the expense of additional mailings.
If you have questions, please call one of our service representatives at 1-800-541-5910. Your participation in this vote is extremely important.
Sincerely,
Edward C. Bernard
Chairman
of the Board
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T. Rowe Price Global Infrastrucutre Fund
(a series of T. Rowe Price International Funds, Inc.)
Notice of Special Meeting of Shareholders
T. Rowe Price Funds
100 East Pratt Street
Baltimore, Maryland
21202
Patricia B. Lippert
Secretary
February 6, 2014
Notice is hereby given that a special meeting of shareholders of the T. Rowe Price Global Infrastructure Fund and its advisor share class, the T. Rowe Price Global Infrastructure FundAdvisor Class (collectively, Global Infrastructure Fund) will be held on Wednesday, April 30, 2014, at 8:00 a.m., Eastern time, in the office of the fund at 100 East Pratt Street, Baltimore, Maryland 21202. The following matters will be considered and acted upon at that time:
1. To consider and act upon a proposal to approve an Agreement and Plan of Reorganization (Plan) for the Global Infrastructure Fund. The Plan provides the transfer of substantially all of the assets of the Global Infrastructure Fund to the T. Rowe Price Real Assets Fund, in exchange for shares of the Real Assets Fund, and the distribution of the Real Assets Fund shares to the shareholders of the Global Infrastructure Fund in liquidation of the Global Infrastructure Fund; and
2. To transact such other business as may properly come before the meeting and any adjournments thereof.
Only shareholders of record at the close of business on January 30, 2014 are entitled to notice of, and to vote at, this meeting or any adjournment thereof. The Board of Directors (Board) of the fund recommends that you vote in favor of the first proposal.
PATRICIA B. LIPPERT
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YOUR VOTE IS IMPORTANT |
Shareholders are urged to designate their choice on the matter to be acted upon by using one of the following three methods: 1. Vote by Internet.* · Read the proxy statement. · Go to the proxy voting link found on your proxy card. · Enter the control number found on your proxy card. · Follow the instructions using your proxy card as a guide. 2. Vote by telephone.* · Read the proxy statement. · Call the toll-free number found on your proxy card. · Enter the control number found on your proxy card. · Follow the recorded instructions using your proxy card as a guide. 3. Vote by mail. · Date, sign, and return the enclosed proxy card in the envelope provided, which requires no postage if mailed in the United States. *If you vote by telephone or access the Internet voting site, your vote must be received no later than 7:59 a.m., on April 30, 2014. Your prompt response will help assure a quorum at the meeting and avoid the additional expense to the fund of further solicitation. |
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Acquisition of the Assets of the
T. ROWE PRICE GLOBAL INFRASTRUCTURE FUND
(a series of T. Rowe Price International Funds, Inc.)
By and in Exchange for Shares of the
T. ROWE PRICE REAL ASSETS FUND
100 East Pratt Street
Baltimore, MD 21202
Special Meeting of ShareholdersApril 30, 2014
COMBINED PROXY STATEMENT AND PROSPECTUS
This Statement was first mailed to shareholders on or about February 6, 2014.
This Combined Proxy Statement and Prospectus (Statement) is furnished in connection with the solicitation of proxies by the Board of Directors (Board) of T. Rowe Price International Funds, Inc. (International Funds) on behalf of its series and class, the T. Rowe Price Global Infrastructure Fund and its advisor share class, the T. Rowe Price Global Infrastructure FundAdvisor Class (collectively, Global Infrastructure Fund) for use at a special meeting of shareholders of the Global Infrastructure Fund to be held on Wednesday, April 30, 2014. At the meeting, shareholders of the Global Infrastructure Fund will be asked to approve an Agreement and Plan of Reorganization dated January 31, 2014 (Plan) providing for the transaction described below. A form of the Plan is included as Exhibit A to this Statement. If you have any questions, please feel free to call us toll-free at 1-800-541-5910.
The proposed Plan provides for the transfer of substantially all of the assets of the Global Infrastructure Fund to the T. Rowe Price Real Assets Fund (Real Assets Fund), in exchange for shares of the Real Assets Fund. Following the transfer, the Real Assets Fund shares received in the exchange will be distributed to Global Infrastructure Fund shareholders in complete liquidation of the Global Infrastructure Fund. Shareholders of the Global Infrastructure Fund will receive Real Assets Fund shares having an aggregate net asset value equal to the aggregate net asset value of their Global Infrastructure Fund
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shares on the business day immediately preceding the closing date of the reorganization.
If the transaction is approved by shareholders, you will become a shareholder in the Real Assets Fund and the value of the share balance in your account will be the same as it was in the Global Infrastructure Fund on the business day preceding the day of the reorganization.
The investment objective, policies, and restrictions of the Real Assets Fund and Global Infrastructure Fund are similar in certain respects but different in others. See Comparison of Investment Objectives and Policies.
This Statement sets forth concisely the information you should know about the Real Assets Fund and the Plan before voting on the Plan and the proposed transaction. Please read this Statement and keep it for future reference. Further information about the Real Assets Fund is contained in its prospectus dated May 1, 2013, its Statement of Additional Information dated November 19, 2013, its semiannual shareholder report dated June 30, 2013, and its annual shareholder report dated December 31, 2012. The funds annual shareholder report dated December 31, 2013 should become publicly available in late February 2014. The prospectus includes investment objectives, risks, fees, expenses, and other information that you should read and consider carefully. The Statement of Additional Information, which contains additional detailed information about the funds, is not a prospectus but should be read in conjunction with the prospectus. The Real Assets Funds current prospectus and Statement of Additional Information are incorporated by reference herein (legally considered to be a part of this Statement). A copy of the Real Assets Funds prospectus accompanies this Statement. The shareholder reports contain information about fund investments, including a review of market conditions and the portfolio managers recent investment strategies and their impact on performance.
Copies of the prospectus,
annual and semiannual shareholder
reports, and Statement of Additional Information for both the Real Assets Fund and
Global Infrastructure Fund are all
available at no cost
by calling
1-800-541-5910; by
writing
to T. Rowe Price,
Three
Financial Center,
4515 Painters Mill Road,
Owings Mills,
Maryland
21117; or by
visiting our
website at troweprice.com.
All of the above-referenced documents are also on file with the Securities and Exchange Commission and available through its website at http://www.sec.gov. Copies of this information may be obtained, after paying a duplicating fee, by electronic request at publicinfo@sec.gov, or by writing the Public Reference Room, Washington D.C. 20549-1520.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR
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PASSED UPON THE ADEQUACY OF THIS COMBINED PROXY STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE
PAGE 9
TABLE OF CONTENTS
Summary | 11 |
Reasons for the Reorganization | 22 |
Information About the Reorganization | 25 |
Financial Statements | 30 |
Comparison of Investment Objectives, Policies, and Restrictions | 34 |
Additional Information About the Funds | 37 |
Further Information About Voting and the Special Meeting | 39 |
Legal Matters | 43 |
Exhibit A Agreement and Plan of Reorganization | 44 |
No person has been authorized to give any information or to make any representations other than what is in this Statement or in the materials expressly incorporated herein by reference. Any such other information or representation should not be relied upon as having been authorized by the Global Infrastructure Fund or Real Assets Fund.
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SUMMARY
The information contained in this summary is qualified by reference to the more detailed information appearing elsewhere in this Statement, and in the Plan, a form of which is included as Exhibit A to this Statement.
What are shareholders being asked to vote on?
At a meeting held on November 11, 2013, the Board of the Global Infrastructure Fund, including a majority of the independent directors, approved the proposed merger of the Global Infrastructure Fund into the Real Assets Fund and the submission of the Plan to shareholders. The Plan provides for the transfer of substantially all the assets of the Global Infrastructure Fund to the Real Assets Fund in exchange for shares of the Real Assets Fund. Following the transfer, the Real Assets Fund shares received in the exchange will be distributed to shareholders of the Global Infrastructure Fund in complete liquidation of the Global Infrastructure Fund. As a result of the proposed transaction, (1) you will cease being a shareholder of the Global Infrastructure Fund; (2) instead you will become an owner of shares of the Real Assets Fund; and (3) the value of your account in the Real Assets Fund will equal the value of your account in the Global Infrastructure Fund as of the close of the business day immediately preceding the closing date of the transaction.
What vote is required to approve the Plan?
Approval of the Plan for the Global Infrastructure Fund requires an affirmative vote of the lesser of: (a) 67% or more of the funds shares represented at the meeting if the holders of more than 50% of the outstanding shares are present in person or by proxy; or (b) more than 50% of the funds outstanding shares. The Board recommends that shareholders of the fund vote FOR the proposal.
Will there be any tax consequences to the Global Infrastructure Fund or its shareholders?
The reorganization will be structured to have no adverse tax consequences to the Global Infrastructure Fund or its shareholders.
The reorganization is conditioned upon the receipt of an opinion of tax counsel to the fund that, for federal income tax purposes:
· no gain or loss will be recognized by the Global Infrastructure Fund or its shareholders as a result of the reorganization;
· the holding period and adjusted basis of the Real Assets Fund shares received by a shareholder will have the same holding period and
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adjusted basis of the shareholders shares of the Global Infrastructure Fund, and
· the Real Assets Fund will assume the holding period and adjusted basis of each asset of the Global Infrastructure Fund that is transferred to the Real Assets Fund that the asset had immediately prior to the reorganization. See Information About the Reorganization Tax Considerations.
It should be noted, however, that the Global Infrastructure Fund will sell any assets prior to the reorganization that are deemed not acceptable to the Real Assets Fund or inconsistent with the Real Assets Funds investment program. As a result, it is expected that the Global Infrastructure Fund will declare a taxable distribution to its shareholders shortly before the merger is consummated.
What are the investment objectives and policies of the Real Assets Fund and the Global Infrastructure Fund?
The primary investment objectives of the Global Infrastructure Fund and the Real Assets Fund are identicalboth funds seek to provide long-term growth of capital. However, the Global Infrastructure Fund also has a secondary investment objective of seeking income. See Comparison of Investment Objectives and Policies.
While the funds respective investment programs are similar in certain respects, the Real Assets Fund is a more broadly diversified fund.
The Global Infrastructure Fund normally invests at least 80% of its net assets (including any borrowings for investment purposes) in the securities of infrastructure-related companies throughout the world, including the U.S. The Global Infrastructure Fund defines an infrastructure-related company as any company that derives at least 50% of its revenues or profits, either directly or indirectly, from the infrastructure industry or commits at least 50% of assets to activities related to the infrastructure industry. In this context, infrastructure refers to the systems of transportation, communication, energy and other essential services required for the normal function of society. Infrastructure assets are the physical structures and networks that provide these necessary services.
Although the Real Assets Fund identifies infrastructure as one of the many types of real assets in which it may invest, its focus is much broader in scope than that of the Global Infrastructure Fund. The Real Assets Fund normally invests at least 80% of its net assets (including any borrowings for investment purposes) in real assets and securities of companies that derive at least 50% of their profits or revenues from, or commit at least 50% of assets to, real assets and activities related to real assets. Real assets are defined broadly to
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include any assets that have physical properties, such as energy and natural resources, real estate, basic materials, equipment, utilities and infrastructure, and commodities. Real assets may produce cash flows and subsequent valuations that increase when the overall price level in the economy is rising. The Real Assets Fund may also invest in companies whose revenue and earnings are expected to rise if the prices of certain real assets rise during a period of general inflation. While most assets will typically be invested in common stocks, the Real Assets Funds goal is to hold a portfolio of securities or other investments that, over time, should provide some protection against the impact of inflation. In selecting investments, the Real Assets Funds management seeks sectors in equity markets across the globe that are expected to have a low correlation with the overall global equity market in order to outperform the market during periods of high or rising inflation.
Both funds may invest in companies of any size and in companies located throughout the world. As a global fund, under normal conditions, the Global Infrastructure Fund will invest in at least five countries and at least 40% of its net assets will be invested in companies outside the U.S. (at least 30% if foreign market conditions are not favorable), although there is no limit on foreign securities. Similarly, there is no limit on the Real Assets Funds investments in foreign securities or emerging markets. The Real Assets Fund may also invest in real estate investment trusts (REITs) and mortgages and loans collateralized by real estate as part of its principal investment strategies.
Both funds invest with an awareness of the global economic backdrop (and, in the case of the Real Assets Fund, inflation), as well as their respective outlooks for industry sectors and, in the case of the Global Infrastructure Fund, individual countries, and in the case of the Real Assets Fund, geographic areas. Security selection for both funds is based on fundamental, bottom-up analysis that seeks to identify high-quality companies with good appreciation prospects and, in the case of the Global Infrastructure Fund, income-producing potential. Both funds generally favor companies with characteristics such as attractive industry position, a compelling business model, strong management, and reasonable stock price valuation. The Global Infrastructure Fund is designed to provide some inflation protection, although the Real Assets Fund places a greater emphasis on inflation protection.
Both funds may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.
What are the funds management arrangements?
Both the Global Infrastructure Fund and the Real Assets Fund are advised and managed by T. Rowe Price Associates, Inc. (T. Rowe Price), 100 East Pratt Street, Baltimore, Maryland 21202. T. Rowe Price was incorporated in Maryland in 1947 as successor to the investment counseling firm founded by
PAGE 13
Mr. Thomas Rowe Price, Jr., in 1937. As of September 30, 2013, T. Rowe Price and its affiliates had approximately $647 billion in assets under management and provided investment management for more than 10 million individual and institutional investor accounts.
T. Rowe Price has entered into a sub-advisory agreement with T. Rowe Price Singapore Private Ltd. (Price Singapore) under which Price Singapore is authorized to facilitate securities trading and make discretionary investment decisions on behalf of both funds. Price Singapore is licensed with the Monetary Authority of Singapore and is registered as an investment adviser with the Securities and Exchange Commission. Price Singapore serves as a sub-adviser to investment companies and foreign collective investment schemes and may provide investment management services to other institutional clients. Price Singapore is a subsidiary of T. Rowe Price and its address is No. 290 Orchard Road, #14-04 Paragon, Singapore 238859.
All decisions regarding the purchase and sale of fund investments are made by T. Rowe Price specifically by each funds portfolio manager. T. Rowe Price has established an Investment Advisory Committee with respect to each fund, whose chairman has day-to-day responsibility for managing the portfolio and works with the committee in developing and executing each funds investment program. The Global Infrastructure Fund is currently managed by Kes Visuvalingam. On November 20, 2013, Kes Visuvalingam replaced Susanta Mazumdar as Chairman of the funds Investment Advisory Committee. Mr. Visuvalingam joined T. Rowe Price in 2007 and his investment experience dates from 1990. Since joining T. Rowe Price, he has served as the Director of Equity Research, Asia. Prior to joining T. Rowe Price, he managed portfolios and oversaw equity research for Prudential Asset Management and First State Investments, among others. The Real Assets Fund is currently managed by Wyatt A. Lee. Mr. Lee became chairman of the funds Investment Advisory Committee in 2011. He joined T. Rowe Price in 1999 and his investment experience dates from 1997. During the past five years, he has served as a portfolio manager (beginning in May 2011) and assisted other T. Rowe Price portfolio managers in managing and executing T. Rowe Prices asset allocation strategies. Mr. Lee will continue as chairman of the Investment Advisory Committee with respect to the combined fund after the acquisition. The Statement of Additional Information for the T. Rowe Price family of funds, dated November 19, 2013, provides additional information about the portfolio managers compensation, other accounts managed by the portfolio managers, and the portfolio managers ownership of fund shares.
Fees and Expenses
The following table describes the fees and expenses that you may pay if you buy and hold shares of the funds. The fees and expenses of the funds are set forth as of October 31, 2013, and the pro forma fees and expenses reflect the
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expected fees and expenses of the combined fund assuming the reorganization takes place as proposed.
Table 1 Fees and Expenses of the Funds
Global | Global Infrastructure FundAdvisor Class | Real
Assets | Pro Forma Combined | |
Shareholder fees (fees paid directly from your investment) | ||||
Redemption fee | 2.00%a | 2.00%a | 2.00%e | 2.00%e |
Maximum account fee | $20b | | $20b | $20b |
Annual
fund operating expenses (expenses that you pay each | ||||
Management fees | 0.80% | 0.80% | 0.65% | 0.65% |
Distribution and service | 0.00% | 0.25% | 0.00% | 0.00% |
Other expenses | 0.88% | 1.26% | 0.20% | 0.20% |
Total annual fund operating expenses | 1.68% | 2.31% | 0.85% | 0.85% |
Fee waiver/expense reimbursement | (0.58)%c | (1.11)%d | ||
Total annual fund operating expenses after fee waiver/expense reimbursement | 1.10%c | 1.20%d |
a The fund charged a 2.00% redemption fee, payable to the fund, on shares purchased and held 90 days or less. The redemption fee was suspended effective November 20, 2013.
b Subject to certain exceptions, accounts with a balance of less than $10,000 are charged an annual $20 fee.
c T. Rowe Price Associates, Inc. has agreed (through February 29, 2016) to waive its fees and/or bear any expenses (excluding interest, expenses related to borrowing, taxes, and brokerage, extraordinary expenses) that would cause the funds ratio of expenses to average daily net assets to exceed 1.10%. Termination of the agreement would require approval by the funds Board of Directors. Fees waived and expenses paid under this agreement (and a previous limitation of 1.10%) are subject to reimbursement to T. Rowe Price Associates, Inc. by the fund whenever the funds expense ratio is below 1.10%. However, no reimbursement will be made more than three years after the waiver or payment, or if it would result in the expense ratio exceeding 1.10% (excluding interest, expense related to borrowings, taxes, and brokerage, extraordinary expenses).
d T. Rowe Price Associates, Inc. has agreed (through February 29, 2016) to waive its fees and/or bear any expenses (excluding interest, expenses related to borrowing, taxes, and brokerage, extraordinary expenses) that would cause the class ratio of expenses to average daily net assets to exceed 1.20%. Termination of the agreement would require approval by the funds Board of Directors. Fees waived and expenses paid under this agreement (and a previous limitation of 1.20%) are subject to reimbursement to T. Rowe Price Associates, Inc. by the fund whenever the class expense ratio is below 1.20%. However, no reimbursement will be made more than three years after the waiver or payment, or if it would result in the
PAGE 15
expense ratio exceeding 1.20% (excluding interest, expense related to borrowings, taxes, and brokerage, extraordinary expenses).
e The fund charges a 2.00% redemption fee, payable to the fund, on shares purchased and held 90 days or less.
Example. This example is intended to help you compare the cost of investing in these funds with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, the funds operating expenses remain the same, and the expense limitation currently in place is not renewed. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
| Fund | 1 year | 3 years | 5 years | 10 years |
| Global Infrastructure | $112 | $392 | $780 | $1,869 |
Global InfrastructureAdvisor Class | 122 | 462 | 989 | 2,435 | |
Real Assets | 87 | 271 | 471 | 1,049 | |
Pro Forma Combined | 87 | 271 | 471 | 1,049 |
The investment management fee paid by both the Global Infrastructure Fund and the Real Assets Fund to T. Rowe Price includes a group fee and an individual fund fee.
The group fee is determined by applying the group fee rate to each funds average daily net assets. On October 31, 2013, the annual group fee rate was 0.30%. The individual fund fee, also applied to each funds average daily net assets, is 0.50% for the Global Infrastructure Fund and 0.35% for the Real Assets Fund.
A discussion about the factors and conclusions considered by the Board in approving the Real Assets Funds investment management contract with T. Rowe Price appears in the funds semiannual report to shareholders for the period ended June 30, and the factors and conclusions considered by the Board in approving the Global Infrastructure Funds investment management contract with T. Rowe Price appears in the funds semiannual report to shareholders for the period ended April 30.
PAGE 16
Comparison of Investment Objectives, Policies and Restrictions
Global Infrastructure Fund | Real Assets Fund | |
InvestmentObjectives | The fund seeks to provide long-term growth of capital. Income is a secondary objective. | The fund seeks to provide long-term growth of capital. |
Principal Investment Strategies | The fund will normally invest at least 80% of its net assets (including any borrowings for investment purposes) in the securities of infrastructure-related companies throughout the world, including the U.S. The fund defines an infrastructure-related company as any company that derives at least 50% of its revenues or profits, either directly or indirectly, from the infrastructure industry or commits at least 50% of assets to activities related to the infrastructure industry. Under normal conditions, the fund will invest in at least five countries and at least 40% of its net assets will be invested in companies outside the U.S. (at least 30% of its net assets will be invested in companies outside the U.S. if foreign market conditions are not favorable). Infrastructure refers to the systems of transportation, communication, energy and other essential services required for the normal functioning of society. Infrastructure assets are the physical structures and networks that provide these necessary services. For purposes of selecting | The fund will normally invest at least 80% of its net assets (including any borrowings for investment purposes) in real assets and securities of companies that derive at least 50% of their profits or revenues from, or commit at least 50% of assets to, real assets and activities related to real assets. Real assets are defined broadly by the fund and are considered to include any assets that have physical properties, such as energy and natural resources, real estate, basic materials, equipment, utilities and infrastructure, and commodities. Real assets may produce cash flows and subsequent valuations that increase when the overall price level in the economy is rising. The fund may also invest in companies whose revenue and earnings are expected to rise if the prices of certain real assets rise during a period of general inflation. While most assets will typically be invested in common stocks, the funds goal is to hold a portfolio of securities and other investments that, over time, should provide some protection against the impact of inflation. In selecting investments, the funds |
PAGE 17
Global Infrastructure Fund | Real Assets Fund | |
| investments in infrastructure-related companies, the fund defines the infrastructure industry broadly. It includes companies involved in the following businesses and activities, among others: · building, operation, or maintenance of airports, marine ports, toll roads, bridges, railways, and other transportation systems; · telecommunications, wireless, satellite, cable and other communications networks; · power generation, storage, and distribution; · utilities such as electricity, oil, gas, water, sewage, and other public services; · construction and operation of social infrastructure such as courthouses, hospitals, and schools; and · providing services and materials necessary for the construction and operation of infrastructure assets. The fund may invest in companies of any size and will shift assets between different types of companies within the infrastructure industry based on prevailing market conditions. While the fund invests with an awareness of the global economic backdrop and its outlook for industry sectors and | management seeks sectors in equity markets across the globe that are expected to have a low correlation with the overall global equity market in order to outperform the market during periods of high or rising inflation. The fund may invest in securities issued by companies of any market capitalization, as well as real estate investment trusts (REITs), which are pooled investment vehicles that typically invest directly in real estate, in mortgages and loans collateralized by real estate, or in a combination of the two. The fund invests with an awareness of the global economic backdrop and inflation, as well as its outlook for certain industry sectors and geographic areas. Security selection is based on fundamental, bottom-up analysis that seeks to identify high-quality companies with good appreciation prospects. We generally favor companies with characteristics such as an attractive industry position, a compelling business model, strong management, and reasonable stock price valuation. The fund will invest in companies located throughout the world and there is no limit on the funds investments in foreign securities or emerging markets. The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more |
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Global Infrastructure Fund | Real Assets Fund | |
| individual countries, security selection is based on fundamental, bottom-up analysis that seeks to identify high-quality companies with both good appreciation prospects and some income-producing potential. We analyze the characteristics and investment prospects of a particular security and generally favor companies with characteristics such as attractive industry position, compelling business model, strong management, and reasonable stock price valuation. The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities. | promising opportunities. |
What are the procedures for purchasing, redeeming, exchanging, and pricing shares?
The procedures for purchasing, redeeming, exchanging, and pricing shares of the two funds are identical. Both funds require a minimum initial investment of $2,500 and a minimum subsequent investment generally of $100. Redemption and exchange rights of the funds are identical except that shares of the Global Infrastructure FundAdvisor Class must be purchased, redeemed, and exchanged through a financial intermediary. However, the Real Assets Fund charges a 2.00% redemption fee on shares purchased and held for 90 days or less, whereas the Global Infrastructure Fund suspended its redemption fee effective November 20, 2013. Shares of the funds may be redeemed at their respective net asset values; however, large redemptions can adversely affect a portfolio managers ability to implement a funds investment strategy by causing the premature sale of securities. Therefore, the funds reserve the right (without prior notice) to pay all or part of redemption proceeds with securities from the funds portfolio rather than in cash (redemption in-kind). The funds procedures for pricing their shares are
PAGE 19
identical. Fund share prices are calculated at the close of the New York Stock Exchange (normally 4 p.m. ET) each day the exchange is open for business.
What are the funds policies on dividends and distributions?
The funds policies on dividends and distributions are identical. Each fund has a policy of distributing, to the extent possible, all of its net investment income and realized capital gains to its respective shareholders. Dividends from net investment income for each fund are declared and paid annually. Distributions from net capital gains, if any, are declared annually and usually paid in December. Dividends and capital gain distributions are reinvested in additional shares unless the shareholder selects another option.
What are the tax consequences of the reorganization?
The reorganization is designed to have no adverse tax consequences to the funds or their shareholders. The exchange of shares will not be a taxable event. Of course, fund shareholders who sell their shares may have a capital gain or loss and any capital gain distributions from the funds are also taxable. The Global Infrastructure Fund will continue to be managed in accordance with its investment program up until the week or so preceding the execution of the merger, at which point the remaining Global Infrastructure Fund holdings that are not deemed suitable for the Real Assets Fund will then be sold and replaced with a pre-selected subset of the Real Assets Fund holdings, subject to the Global Infrastructure Funds investment policies and restrictions. However, there is a possibility that the Global Infrastructure Fund will depart from its 80% investment policy during this period. The transaction will be executed in this fashion in order to minimize the disruption to the Real Assets Fund and its shareholders. Shareholders of the Global Infrastructure Fund will recognize no gain or loss as a result of the merger itself; however, the Global Infrastructure Fund will recognize gain or loss on disposition of its portfolio securities in preparation for the merger, and any net gain will be distributed to the Global Infrastructure Fund shareholders immediately before the merger. Although there is no assurance, it is expected that the sale of holdings will result in the distribution of capital gains. Immediately prior to the reorganization, the Global Infrastructure Fund will distribute any taxable income as a taxable dividend to shareholders, including any gains resulting from restructuring its portfolio. The funds follow the same policies on reporting tax information to their shareholders and the IRS.
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Risk Factors
What are the main risks of investing in these two funds and how do they differ?
Both funds are subject to similar principal risks associated with an investment in the relevant fund. Some of the similarities and differences are reflected in the table below.
Global Infrastructure Fund | Real Assets Fund |
· Active management risk · Risks of stock investing · Foreign investing risk · Industry risk (specific to infrastructure industry) | · Active management risk · Risks of stock investing · Foreign investing risk · Industry risk (as it relates to various real assets industries, such as energy, natural resources, real estate, commodities and infrastructure) · Investment style risk · REIT investing risk |
Active management risk Each fund is subject to the risk that the investment advisers judgments about the attractiveness, value, or potential appreciation of the funds investments may prove to be incorrect. If the securities selected and strategies employed by the fund fail to produce the intended results, the fund could underperform other funds with similar objectives and investment strategies.
Risks of stock investing Stocks generally fluctuate in value more than bonds and may decline significantly over short time periods. There is a chance that stock prices overall will decline because stock markets tend to move in cycles, with periods of rising prices and falling prices. The value of a stock in which each fund invests may decline due to general weakness in the stock market or because of factors that affect a company or a particular industry.
Foreign investing risk Investing in the securities of non-U.S. issuers involves special risks not typically associated with investing in U.S. companies. Foreign securities tend to be more volatile and less liquid than investments in U.S. securities, and may lose value because of adverse political, social, or economic developments overseas, or due to changes in the exchange rates between foreign currencies and the U.S. dollar. In addition, foreign investments are subject to settlement practices, and regulatory and financial reporting
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standards, that differ from those of the U.S. These risks are heightened for each funds investments in emerging markets.
Global Infrastructure Fund
Industry risk A fund that focuses its investments in specific industries or sectors is more susceptible to developments affecting those industries and sectors than a more broadly diversified fund. Because the fund focuses its investments in infrastructure-related companies, the fund will be more susceptible to developments affecting countries infrastructure than a more broadly diversified fund would be and may perform poorly during a downturn in one or more industries related to infrastructure. Infrastructure-related companies can be negatively affected by adverse economic and political developments, as well as changes in regulations, environmental problems, casualty losses and increases in interest rates.
Real Assets Fund
Industry risk Because the fund focuses its investments in certain industries that involve activities related to energy, natural resources, real estate, commodities, infrastructure and other real assets, the fund is more susceptible to adverse developments affecting one or more of these industries than a more broadly diversified fund would be and may perform poorly during a downturn in any of those industries.
Investment style risk During periods of low inflation, the funds attempts to invest in companies that may offer some protection from accelerating inflation could lessen relative returns and cause the fund to underperform other stock funds. Even if the funds investments may respond well to long-term inflation, they may not respond quickly to short-term increases in inflation. Further, a period of high inflation may place other strains on the economy that depresses the prices of all stocks, even those of companies that typically benefit from high or rising inflation.
REIT investing risk REITs must satisfy specific requirements for favorable tax treatment and can involve unique risks in addition to the risks generally affecting the real estate industry. REITs are dependent upon the quality of their management, may have limited financial resources and heavy cash flow dependency, and may not be diversified geographically or by property type.
As with any mutual fund, there is no guarantee that each fund will achieve its objective.
REASONS FOR THE REORGANIZATION
Reasons for the Reorganization and Liquidation
The Boards of Directors (Board) of the T. Rowe Price Global Infrastructure Fund and T. Rowe Price Real Assets Fund, including a majority of the
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independent directors, have determined that the proposed transaction is in the best interests of the shareholders of the Global Infrastructure Fund and the Real Assets Fund and that the interests of shareholders of the Global Infrastructure Fund and the Real Assets Fund will not be diluted as a result of the proposed transaction.
In considering whether to recommend the approval of the transaction, the Board reviewed the following matters and concluded that the transaction is in the best interest of the funds for the reasons indicated below.
The Global Infrastructure Fund was launched with the intent of creating an offering in an asset class that was rapidly growing at the time and offered investors an attractive combination of growth and yield while providing some inflation protection relative to most other equities. Despite relatively strong performance against the Lipper Average in the short term, the Global Infrastructure Fund has not performed as expected and has yet to achieve meaningful scale, with approximately $42.6 million in assets across both classes as of December 31, 2013. Based on the current market environment and perceived shareholder interest levels, management does not expect that the fund will be able to achieve any meaningful scale in the foreseeable future.
The Real Assets Fund was introduced as an offering geared toward providing a hedge against inflation, along with strong risk-adjusted returns and lower correlation with other equity asset classes, especially over longer periods of time. The Real Assets Fund allocates its assets among several asset classes using individual securities and other T. Rowe Price funds, and one of the asset classes in which the Real Assets Fund may invest is infrastructure. The Real Assets Fund had over $3.7 billion in assets as of December 31, 2013. Since the fund serves as an underlying fund for the T. Rowe Price Retirement Funds and Target Retirement Funds and certain other asset allocation funds, it is likely to continue to grow at a much more rapid rate than the Global Infrastructure Fund. While both Global Infrastructure Fund and Real Assets Fund invest globally and are geared toward inflation-sensitive investors, Real Assets Fund offers broader diversification across asset sectors and a stronger focus on inflation protection.
Not only will Global Infrastructure Fund shareholders benefit from moving to a much larger fund, they will also benefit from a lower expense ratio as a result of the merger. The Global Infrastructure Funds total expense ratio is capped at 1.10% for the Investor Class and 1.20% for the Advisor Class, which are significantly higher than the Real Assets Funds current expense ratio of 0.85%. In consideration of these factors, the Board believes it to be prudent to move forward with a merger of the funds at this time.
The average annual total returns of the funds as of December 31, 2013 are set forth below.
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Average Annual Total Returns | |||||||||||||
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| Periods ended December 31, 2013 | 1 Year | 3 Years | Since inception (1/27/10) |
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| Global Infrastructure Fund |
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| Returns before taxes | 14.13 | % |
| 7.32 | % |
| 7.44 | % |
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| Returns after taxes on distributions |
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| Returns after taxes on distributions |
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| and sale of fund shares |
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| Global Infrastructure FundAdvisor Class | 1 Year | 3 Years | Since inception (1/27/10) |
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| Returns before taxes | 13.88 | % |
| 7.18 | % |
| 7.28 | % |
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| Returns after taxes on distributions | ||||||||||||
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| and sale of fund shares | ||||||||||||
Real Assets Fund | 1 Year | 3 Years | Since inception (7/28/10) |
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Returns before taxes | -1.30 | % |
| -1.72 | % |
| 4.42 | % |
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Returns after taxes on distributions | |||||||||||||
Returns after taxes on distributions | |||||||||||||
and sale of fund shares |
While the performance of the Global Infrastructure Fund has exceeded that of the Real Assets Fund, this is primarily due to the higher inflation sensitivity of the Real Assets Funds investments versus those of the Global Infrastructure Fund. The absence of any evidence of inflation since the Real Assets Funds inception has created a challenging investment environment for the fund and contributed to its underperformance. In addition, due to a lack of comparable competitor offerings, the Real Assets Fund and Global Infrastructure Fund have been grouped into a Lipper Specialty category that is quite broad and includes funds with investment programs that are unrelated to inflation. Funds with a focused investment program tend to compare very favorably or unfavorably in this category depending on the performance of their more narrow investment strategies.
The transaction is not expected to create any tax liabilities for you as the exchange of shares will not be a taxable event. As a shareholder in the Global Infrastructure Fund, the cost basis and holding periods of your shares will carry over to the Real Assets Fund shares that you receive as a result of the reorganization.
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In approving the proposed reorganization, the Board of the Global Infrastructure Fund also considered that Global Infrastructure Fund shareholders have the ability to redeem their shares at any time up to the date of the reorganization without the imposition of any sales charge or redemption fee.
The Global Infrastructure Fund and Real Assets Fund use identical pricing methodologies to value their respective assets. The assets of the Global Infrastructure Fund will be transferred to the Real Assets Fund at their fair market value on the valuation date of the transaction. Shares of the Real Assets Fund equal in value to the assets will be received by the Global Infrastructure Fund in exchange. Expenses of the transaction (other than fees of fund counsel and independent auditors, brokerage, taxes, and extraordinary items) will be borne by T. Rowe Price. For these reasons, the Board believes that the Global Infrastructure Fund and its shareholders will not be diluted as a result of the transaction.
For all the reasons discussed, T. Rowe Price and the directors of your fund believe your interests will be better served over time by voting for this transaction.
If the Plan is not approved by the Global Infrastructure Fund shareholders, its Board may consider other appropriate actions, such as the liquidation of the Global Infrastructure Fund or a merger or other business combination with an investment company other than the Real Assets Fund. Such other actions may require shareholder approval.
INFORMATION ABOUT THE REORGANIZATION
The following summary of the terms and conditions of the Plan is qualified by reference to the Plan, which is included as Exhibit A to this Statement.
Plan of Reorganization
If the shareholders of the Global Infrastructure Fund approve the Plan, the reorganization of the Global Infrastructure Fund will be consummated on or about May 16, 2013, or such other date as is agreed to by the Global Infrastructure Fund and the Real Assets Fund (Closing Date). The parties may postpone the Closing Date until a later date on which all of the conditions to the obligations of each party under the Plan are satisfied, provided that the Plan may be terminated by either party if the Closing Date does not occur on or before [[date_1]]. See Conditions to Closing.
On the Closing Date, the Global Infrastructure Fund will transfer substantially all of its assets to the Real Assets Fund in exchange for shares of the Real Assets Fund having an aggregate net asset value equal to the aggregate value of the assets so transferred as of the close of regular trading on the New York Stock Exchange on the business day immediately preceding the Closing Date
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(Valuation Date). The Real Assets Fund will not assume or otherwise be responsible for any liabilities of the Global Infrastructure Fund. The number of the Real Assets Funds shares issued in the exchange will be determined by dividing the aggregate value of the assets of the Global Infrastructure Fund transferred (computed in accordance with the policies and procedures set forth in the current prospectus of the Real Assets Fund, subject to review and approval by the Global Infrastructure Fund) by the net asset value per share of the Real Assets Fund as of the close of regular trading on the Valuation Date. While it is not possible to determine the exact exchange ratio until the Valuation Date, due to, among other matters, market fluctuations and differences in the relative performance of the Global Infrastructure Fund and the Real Assets Fund, if the Valuation Date had been [[valuationdate_est]], shareholders of the Global Infrastructure Fund would have received [[sharesreceived_est]] shares of the Real Assets Fund for each of their fund shares held.
As soon as practicable after the Closing Date, the Global Infrastructure Fund will distribute, in liquidation of the Global Infrastructure Fund, pro rata to its shareholders of record as of the close of business on the Valuation Date, the full and fractional shares of the Real Assets Fund received in the exchange. The Global Infrastructure Fund will accomplish this distribution by transferring the Real Assets Fund shares then credited to the account of the Global Infrastructure Fund on the books of the Real Assets Fund to open accounts on the share records of the Real Assets Fund in the names of the Global Infrastructure Funds shareholders, and representing the respective pro rata number of the Real Assets Funds shares due such shareholders. All issued and outstanding shares of the Global Infrastructure Fund will then be simultaneously canceled.
The Global Infrastructure Fund was closed to new accounts and additional purchases at 4 p.m. ET on December 16, 2013, although the fund reserves the right, in its sole discretion, to accept additional investments until the Closing Date. The services you have selected for your Global Infrastructure Fund account will be applied to your account in the Real Assets Fund, including the reinvestment or distribution of dividend and capital gain distributions, if any. If you invest systematically in the Global Infrastructure Fund through the Automatic Asset Builder program, this program will automatically be carried over to the Real Assets Fund (with the same date, amount, and frequency) unless you already have an account in the Real Assets Fund as of the Valuation Date. If you hold the Real Asset Fund shares that you receive in the reorganization through a financial intermediary, you will receive certain shareholder and administrative services through that intermediary.
The stock transfer books of the Global Infrastructure Fund will be permanently closed as of the close of business on the Valuation Date. The
PAGE 26
Global Infrastructure Fund will only accept redemption requests received prior to the close of regular trading on the New York Stock Exchange on the Valuation Date. Redemption requests received thereafter will be deemed to be requests for redemption of the Real Assets Fund shares to be distributed to fund shareholders pursuant to the Plan.
Conditions to Closing
The obligation of the Global Infrastructure Fund to transfer its assets to the Real Assets Fund pursuant to the Plan is subject to the satisfaction of certain conditions precedent, including performance by the Real Assets Fund in all material respects of its agreements and undertakings under the Plan, receipt of certain documents from the Real Assets Fund, receipt of an opinion of counsel to the Real Assets Fund, and approval of the Plan by the shareholders of the Global Infrastructure Fund as previously described. The obligation of the Real Assets Fund to consummate the reorganization is subject to the satisfaction of certain conditions precedent, including performance by Global Infrastructure Fund of its agreements and undertakings under the Plan, receipt of certain documents and financial statements from the Global Infrastructure Fund, and receipt of an opinion of counsel to the Global Infrastructure Fund.
The consummation of the proposed transaction is subject to a number of conditions set forth in the Plan, some of which may be waived by the Boards of the funds. The Plan may be terminated and the proposed transaction abandoned at any time, before or after approval by the shareholders of the Global Infrastructure Fund, prior to the Closing Date. In addition, the Plan may be amended in any mutually agreeable manner, except that no amendment may be made subsequent to the meeting of shareholders of the Global Infrastructure Fund that would materially and adversely affect the rights of such stockholders without their further approval.
Expenses of Reorganization
T. Rowe Price is responsible for the payment of all expenses the funds incur in connection with the reorganization (other than fees of fund counsel and independent auditors, taxes, brokerage, or extraordinary items). The estimated costs relating to the reorganization are estimated to be approximately [[expense_fund_counsel]] for fund counsel, and approximately [[expense_independent_auditors]] for the independent auditors. The sale of any assets that are not acceptable to the Real Assets Fund will result in brokerage expenses.
Tax Considerations
The reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (Code), with no gain or loss recognized as a
PAGE 27
consequence of the reorganization by the Real Assets Fund and Global Infrastructure Fund or their shareholders.
The consummation of the transaction contemplated under the Plan is conditioned upon receipt of an opinion from Willkie Farr & Gallagher LLP, counsel to both funds, to the effect that, on the basis of certain representations of fact by officers of the Global Infrastructure Fund and the Real Assets Fund, the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes:
· No gain or loss will be recognized by the Real Assets Fund or the Global Infrastructure Fund or their shareholders as a result of the reorganization.
· The Real Assets Fund will assume the basis and holding periods of the Global Infrastructure Funds assets.
· Global Infrastructure Fund shareholders will carry over the cost basis and holding periods of their Global Infrastructure Fund shares to their new Real Assets Fund shares.
To ensure that the transaction qualifies as a tax-free reorganization, it must meet certain requirements the most important of which are that substantially all of the assets of the Global Infrastructure Fund are transferred and that the Real Assets Fund will maintain the historical business (as defined by the IRS) of the Global Infrastructure Fund. The proposed transaction will comply with these and all other relevant requirements.
Other tax consequences to shareholders of the Global Infrastructure Fund are:
· Certain securities held by the Global Infrastructure Fund may be sold prior to the transaction and not acquired by the Real Assets Fund. It is probable that any such sales will result in a taxable distribution to shareholders of the Global Infrastructure Fund. The exact amount of such sales and whether and to what extent they will result in taxable distributions to shareholders of the Global Infrastructure Fund will be influenced by a variety of factors and cannot be determined with certainty at this time, but it is expected that capital gains distributions will result.
· Since the cost basis of the Global Infrastructure Funds assets which are transferred will remain the same, gains or losses on their subsequent sale by the Real Assets Fund will be shared with the shareholders of the Real Assets Fund. The potential shifting of tax consequences related to this has been estimated by T. Rowe Price and is expected to be minor.
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· The Global Infrastructure Fund declares dividends annually and pay any taxable dividends annually, usually in December. Any taxable interest available for distribution prior to the reorganization will be distributed immediately prior to the closing transaction.
It is anticipated that at the date of the reorganization, both the Global Infrastructure Fund and the Real Assets Fund may have tax basis net capital losses available to offset future tax basis net capital gains.
Shareholders should recognize that an opinion of counsel is not binding on the Internal Revenue Service (IRS) or on any court. The funds do not expect to obtain a ruling from the IRS regarding the consequences of the reorganization. Accordingly, if the IRS sought to challenge the tax treatment of the reorganization and was successful, neither of which is anticipated, the reorganization would be treated as a taxable sale of assets of the Global Infrastructure Fund, followed by the taxable liquidation of the Global Infrastructure Fund.
Description of Real Assets Fund Shares
Full and fractional shares of the Real Assets Fund will be issued to shareholders of the Global Infrastructure Fund in accordance with the procedures under the Plan as previously described. Each Real Assets Fund share will be fully paid and nonassessable when issued, will have no preemptive or conversion rights, and will be transferrable on its books. Ownership of the Real Assets Funds shares by former shareholders of the Global Infrastructure Fund will be recorded electronically and the Real Assets Fund will issue a confirmation to such shareholders relating to those shares acquired as a result of the reorganization. After the reorganization, former shareholders of the Global Infrastructure Fund who were eligible to participate in the dividend reinvestment program, the automatic withdrawal plan, the automatic investment plan, or other services will automatically become participants in the corresponding programs offered in respect of the Real Assets Fund. However, automatic investment plans will not be applied to the Real Assets Fund if the Global Infrastructure Fund shareholder already has an identically registered account in the Real Assets Fund on the Valuation Date.
The voting rights of the Global Infrastructure Fund and the Real Assets Fund are the same. As shareholders of the Real Assets Fund, former shareholders of the Global Infrastructure Fund will have the same voting rights with respect to the Real Assets Fund as they currently have with respect to the Global Infrastructure Fund.Neither the Global Infrastructure Fund nor the Real Assets Fund routinely holds meetings of shareholders.
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Accounting Survivor and Performance Reporting
The Real Assets Fund will be the surviving fund for accounting, tax, and performance reporting purposes. The Real Assets Funds historical financial statements will be utilized for all financial reporting after the reorganization and the performance of the Global Infrastructure Fund will no longer be used.
Capitalization
The following table shows the unaudited capitalization of the Global Infrastructure Fund and the Real Assets Fund as of December 31, 2013. The actual net assets of the Global Infrastructure Fund and the Real Assets Fund on the Valuation Date will differ due to fluctuations in net asset values, subsequent purchases, and redemptions of shares.
| Fund | Net Asset (000s) | Net Asset Value Per Share | Shares Outstanding (000s) |
| ||||
| Global Infrastructure Fund | $41,959 | $11.99 | $3,499 |
Global Infrastructure Fund Advisor Class | 696 | 11.93 | 58 | |
Real Assets Fund | 3,748,928 | 10.82 | 346,481 | |
Pro Forma Combined | 3,791,582 | 10.82 | 350,424 |
Other Matters
To the extent permitted by law, the Boards of the funds may amend the Plan without shareholder approval or may waive any default by the Global Infrastructure Fund or the Real Assets Fund or the failure to satisfy any of the conditions of their obligations, provided that no such amendment or waiver may be made if it would adversely affect shareholders of the Global Infrastructure Fund or the Real Assets Fund. The Plan may be terminated and the reorganization abandoned at any time before or, to the extent permitted by law, after the approval of shareholders of the Global Infrastructure Fund by action of the Boards of the funds. The Boards of the funds may, at their election, terminate the Plan in the event that the reorganization has not closed on or before [[date2]].
FINANCIAL STATEMENTS
The financial statements in the funds annual reports were audited by the funds independent registered public accounting firm, PricewaterhouseCoopers LLP. Financial highlights information for the funds are shown in the following tables. This information is contained in the
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October 31, 2013 annual report for the Global Infrastructure Fund, and in the May 1, 2013 prospectus and June 30, 2013 semiannual report for the Real Assets Fund.
Representatives of PricewaterhouseCoopers LLP are expected to be present at the meeting and will be available to make a statement, if they desire to do so, and to respond to appropriate questions which shareholders may wish to address to them.
Table 2 Financial Highlights
1/27/10* | Year ended October 31 | |||||||
Global Infrastructure Fund | 2011 | 2012 | 2013 | |||||
Net asset
value, | $10.00 | $10.67 | $10.23 | $10.83 | ||||
Income From Investment Operations | ||||||||
Net investment incomea | 0.16 | b | 0.25 | b | 0.22 | b | 0.24 | b |
Net gains or losses on | 0.51 | (0.55 | ) | 0.76 | 1.45 | |||
Total from investment | 0.67 | (0.30 | ) | 0.98 | 1.69 | |||
Less Distributions | ||||||||
Dividends (from net | | (0.14 | ) | (0.26 | ) | (0.24 | ) | |
Distributions
(from | | | (0.12 | ) | (0.02 | ) | ||
Total distributions | | (0.14 | ) | (0.38 | ) | (0.26 | ) | |
Net asset
value, | $10.67 | $10.23 | $10.83 | $12.26 | ||||
Total return | 6.70 | %b | (2.83 | )%b | 10.17 | %b | 15.95 | %b |
Ratios/Supplemental Data | ||||||||
Net assets, end of period | $33,265 | $42,465 | $42,046 | $48,928 | ||||
Ratio of
expenses to | 1.10 | %b,c | 1.10 | %b | 1.10 | %b | 1.10 | %b |
Ratio of net income to | 1.92 | %b,c | 2.33 | %b | 2.13 | %b | 2.11 | %b |
Portfolio turnover rate | 18.6 | % | 30.9 | % | 34.6 | % | 43.8 | % |
* Inception date.
a Per share amounts calculated using average shares outstanding method.
b Excludes expenses in excess of a 1.10% contractual expense limitation in effect through February 28, 2014.
c Annualized.
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Table 3 Financial Highlights
1/27/10* | Year ended October 31 | |||||||
Global Infrastructure FundAdvisor Class | 2011 | 2012 | 2013 | |||||
Net asset
value, | $10.00 | $10.65 | $10.20 | $10.79 | ||||
Income From Investment Operations | ||||||||
Net investment incomea | 0.24 | b | 0.23 | b | 0.20 | b | 0.22 | b |
Net gains or losses on | 0.41 | (0.54 | ) | 0.76 | 1.45 | |||
Total from investment | 0.65 | (0.31 | ) | 0.96 | 1.67 | |||
Less Distributions | ||||||||
Dividends (from net | | (0.14 | ) | (0.25 | ) | (0.24 | ) | |
Distributions
(from | | | (0.12 | ) | (0.02 | ) | ||
Total distributions | | (0.14 | ) | (0.37 | ) | (0.26 | ) | |
Net asset
value, | $10.65 | $10.20 | $10.79 | $12.20 | ||||
Total return | 6.50 | %b | (2.93 | )%b | 9.98 | %b | 15.82 | %b |
Ratios/Supplemental Data | ||||||||
Net assets, end of period | $18 | $365 | $369 | $706 | ||||
Ratio of
expenses to | 1.20 | %b,c | 1.20 | %b | 1.20 | %b | 1.20 | %b |
Ratio of net income to | 2.74 | %b,c | 2.21 | %b | 2.00 | %b | 1.93 | %b |
Portfolio turnover rate | 18.6 | % | 30.9 | % | 34.6 | % | 43.8 | % |
* Inception date.
a Per share amounts calculated using average shares outstanding method.
b Excludes expenses in excess of a 1.20% contractual expense limitation in effect through February 28, 2014.
c Annualized.
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Table 4 Financial Highlights
7/28/10* | Year ended December 31 | ||||||
Real Assets Fund | 2011 | 2012 | |||||
Net asset value, | $10.00 | $12.12 | $10.26 | ||||
Income From Investment Operations | |||||||
Net investment incomea | 0.12 | 0.14 | 0.16 | ||||
Net gains or losses on | 2.09 | (1.80) | 1.00 | ||||
Total from investment | 2.21 | (1.66) | 1.16 | ||||
Less Distributions | |||||||
Dividends
(from net | (0.06 | ) | (0.12 | ) | (0.16 | ) | |
Distributions (from | (0.03 | ) | (0.07 | ) | (0.11 | ) | |
Returns of capital | | (0.01 | ) | (0.03 | ) | ||
Total distributions | (0.09 | ) | (0.20 | ) | (0.30 | ) | |
Net asset
value, | $12.12 | $10.26 | $11.12 | ||||
Total return | 22.14 | % | (13.61 | )% | 11.35 | % | |
Ratios/Supplemental Data | |||||||
Net assets, end of period | $1,573 | $2,382 | $2,910 | ||||
Ratio of
expenses to | 0.79 | %b | 0.85 | % | 0.86 | % | |
Ratio of net income to | 1.80 | %b | 1.19 | % | 1.45 | % | |
Portfolio turnover rate | 12.5 | % | 30.0 | % | 41.4 | % |
* Inception date.
a Per share amounts calculated using average shares outstanding method.
b Annualized.
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COMPARISON OF INVESTMENT OBJECTIVES, POLICIES, AND RESTRICTIONS
The investment objectives, policies, and restrictions of the funds are described in greater detail in their prospectuses.
What are the funds investment objectives and policies?
In seeking to achieve their respective investment objectives, the funds are guided by similar but different investment policies and restrictions which should be considered by the shareholders of the Global Infrastructure Fund. Unless otherwise specified, the investment policies and restrictions of the Real Assets Fund and the Global Infrastructure Fund described below may be changed without shareholder approval. Fundamental policies may not be changed without the approval of the lesser of (i) 67% or more of a funds shares represented at a meeting of shareholders if the holders of more than 50% of the outstanding shares are present in person or by proxy, or (ii) more than 50% of a funds outstanding shares.
Global Infrastructure Fund The fund seeks to provide long-term growth of capital. Income is a secondary objective.
The fund will normally invest at least 80% of its net assets (including any borrowings for investment purposes) in the securities of infrastructure-related companies throughout the world, including the U.S. The fund defines an infrastructure-related company as any company that derives at least 50% of its revenues or profits, either directly or indirectly, from the infrastructure industry or commits at least 50% of assets to activities related to the infrastructure industry. Under normal conditions, the fund will invest in at least five countries and at least 40% of its net assets will be invested in companies outside the U.S. (at least 30% of its net assets will be invested in companies outside the U.S. if foreign market conditions are not favorable).
Infrastructure refers to the systems of transportation, communication, energy and other essential services required for the normal functioning of society. Infrastructure assets are the physical structures and networks that provide these necessary services.
For purposes of selecting investments in infrastructure-related companies, the fund defines the infrastructure industry broadly. It includes companies involved in the following businesses and activities, among others:
· building, operation, or maintenance of airports, marine ports, toll roads, bridges, railways, and other transportation systems;
· telecommunications, wireless, satellite, cable and other communications networks;
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· power generation, storage, and distribution;
· utilities such as electricity, oil, gas, water, sewage, and other public services;
· construction and operation of social infrastructure such as courthouses, hospitals, and schools; and
· providing services and materials necessary for the construction and operation of infrastructure assets.
The fund may invest in companies of any size and will shift assets between different types of companies within the infrastructure industry based on prevailing market conditions. While the fund invests with an awareness of the global economic backdrop and its outlook for industry sectors and individual countries, security selection is based on fundamental, bottom-up analysis that seeks to identify high-quality companies with both good appreciation prospects and some income-producing potential. We analyze the characteristics and investment prospects of a particular security and generally favor companies with characteristics such as attractive industry position, compelling business model, strong management, and reasonable stock price valuation.
The fund may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.
Real Assets Fund The fund seeks to provide long-term growth of capital.
The fund will normally invest at least 80% of its net assets (including any borrowings for investment purposes) in real assets and securities of companies that derive at least 50% of their profits or revenues from, or commit at least 50% of assets to, real assets and activities related to real assets. Real assets are defined broadly by the fund and are considered to include any assets that have physical properties, such as energy and natural resources, real estate, basic materials, equipment, utilities and infrastructure, and commodities.
Real assets may produce cash flows and subsequent valuations that increase when the overall price level in the economy is rising. The fund may also invest in companies whose revenue and earnings are expected to rise if the prices of certain real assets rise during a period of general inflation.
While most assets will typically be invested in common stocks, the funds goal is to hold a portfolio of securities and other investments that, over time, should provide some protection against the impact of inflation. In selecting investments, the funds management seeks sectors in equity markets across the globe that are expected to have a low correlation with the overall global equity
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market in order to outperform the market during periods of high or rising inflation.
The fund may invest in securities issued by companies of any market capitalization, as well as real estate investment trusts (REITs), which are pooled investment vehicles that typically invest directly in real estate, in mortgages and loans collateralized by real estate, or in a combination of the two. The fund invests with an awareness of the global economic backdrop and inflation, as well as its outlook for certain industry sectors and geographic areas. Security selection is based on fundamental, bottom-up analysis that seeks to identify high-quality companies with good appreciation prospects. We generally favor companies with characteristics such as an attractive industry position, a compelling business model, strong management, and reasonable stock price valuation.
The fund will invest in companies located throughout the world and there is no limit on the funds investments in foreign securities or emerging markets.
The fund may sell holdings for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.
Differences in Certain Other Investment Policies
Both funds can invest without limit in foreign securities and the investment restrictions relating to investments in common and preferred stocks, convertible securities and warrants, participation notes, futures and options, currency derivatives, and illiquid securities are identical for both funds. However, there are some differences with respect to other investment restrictions and policies. The Global Infrastructure Fund has a fundamental policy which permits it to concentrate (invest more than 25% of total assets) in the infrastructure industry. The Global Infrastructure Fund can invest 5% of its total assets in below investment-grade bonds (junk bonds), while the Real Assets Fund can invest 10% of its total assets in junk bonds and an additional 10% of its total assets in loans. The Global Infrastructure Funds investments in hybrid instruments are limited to 10% of total assets, whereas the Real Assets Fund can invest 10% of total assets in structured notes and other hybrid instruments. Finally, the Global Infrastructure Fund does not invest in swaps; however, the Real Assets Fund is permitted to invest in such instruments.
What are the differences between Advisor Class shares and Investor Class shares?
Should the merger be approved, shareholders in the Global Infrastructure FundAdvisor Class would hold shares in the Real Assets Fund, which only offers Investor Class shares. Advisor Class shares may only be purchased through a financial intermediary, while Investor Class shares may be
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purchased through a financial intermediary or directly from the fund. If a Global Infrastructure FundAdvisor Class shareholder continues to hold the Real Assets Fund shares that it receives in the reorganization through its financial intermediary, it will continue to receive certain shareholder and administrative services through that financial intermediary. However, the financial intermediary will no longer receive a 12b-1 fee in connection with the investment. If a Global Infrastructure FundAdvisor Class shareholder holds the Real Assets Fund shares it receives in the reorganization directly with the fund, it will receive all of its shareholder and administrative services through fund service providers, will be subject to an annual account fee of up to $20 under certain conditions, and will be subject to the funds initial and subsequent minimum purchase requirements (of $2,500 and $100, respectively, for directly held accounts) as opposed to any minimum purchase requirements imposed by the financial intermediary.
ADDITIONAL INFORMATION ABOUT THE FUNDS
How has each fund performed?
The bar chart showing calendar year returns and the average annual total returns table indicate risk by illustrating how much returns can differ from one year to the next and how fund performance compares with that of a comparable market index. The funds past performance (before and after taxes) is not necessarily an indication of future performance.
The fund can also experience short-term performance swings, as shown by the best and worst calendar quarter returns during the years depicted.
In addition, the average annual total returns table shows hypothetical after-tax returns to suggest how taxes paid by a shareholder may influence returns. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as a 401(k) account or individual retirement account.
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Table 5 Average Annual Total Returns
|
|
| Periods ended |
| ||||||||
| December 31, 2013 |
| ||||||||||
| 1 Year | Since inception (1/27/10) |
| |||||||||
| Global Infrastructure Fund |
| ||||||||||
| Returns before taxes | 14.13 | % | 7.44 | % |
| ||||||
| Returns after taxes on distributions |
|
|
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|
|
|
| ||||
| Returns after taxes on distributions |
|
|
|
|
|
|
| ||||
| and sale of fund shares |
|
|
|
|
|
|
| ||||
UBS World Infrastructure & Utilities Index |
|
|
|
|
|
|
| |||||
Lipper Specialty/Miscellaneous Funds Average |
|
|
|
| * |
| ||||||
Global Infrastructure Fund-Advisor Class | 1 Year | Since inception (1/27/10) | ||||||||||
Returns before taxes | 13.88 | 7.28 | ||||||||||
Returns after taxes on distributions | ||||||||||||
Returns after taxes on distributions | ||||||||||||
and sale of fund shares | ||||||||||||
UBS World Infrastructure & Utilities Index | ||||||||||||
Lipper Specialty/Miscellaneous Funds Average | ||||||||||||
Real Assets Fund | 1 Year | Since inception (7/28/10) | ||||||||||
Returns before taxes | -1.30 | 4.42 | ||||||||||
Returns after taxes on distributions | ||||||||||||
Returns after taxes on distributions | ||||||||||||
and sale of fund shares | ||||||||||||
| MSCI All Country World Index | |||||||||||
| Lipper Specialty/Miscellaneous Funds Average | ** |
* Returns as of 1/31/10.
** Returns as of 7/31/10.
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Who are the principal holders of each funds shares?
The following table, Principal Holders of Fund Shares, provides the shareholders of record that owned more than 5% of each funds outstanding shares as of December 31, 2013.
Principal Holders of Fund Shares | ||||
T. Rowe Price Fund | Shareholder | # of Shares | % | |
Global Infrastructure | ||||
Global InfrastructureAdvisor Class | ||||
Real Assets |
As of December 31, 2013, the executive officers and trustees of the Real Assets Fund, as a group, beneficially owned, directly or indirectly, [[number_of_shares2]] shares, representing [[percentof_shares]] of its outstanding shares.
Who are each funds transfer agent and custodians?
T. Rowe Price Services, Inc., 100 East Pratt Street, Baltimore, Maryland 21202, serves as the transfer agent and dividend disbursing agent for the funds. State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, is the custodian for the funds domestic securities and JPMorgan Chase Bank, London, Woolgate House, Coleman Street, London EC2P 2HD England, is the custodian for the funds foreign securities.
FURTHER INFORMATION ABOUT VOTING AND THE
SPECIAL MEETING
Who is asking for my vote?
For the reasons set forth under Reasons for the Reorganization, the Board of the Global Infrastructure Fund has asked that you vote on the matters listed in the Notice of Special Meeting of Shareholders. The votes will be formally counted at the special meeting on Wednesday, April 30, 2014, and if the special meeting is adjourned, at any later meeting. You may vote in person at the special meeting, by Internet, by telephone, or by returning your completed proxy card in the prepaid envelope provided. Please do not mail the proxy card if you are voting by Internet or telephone.
Who is eligible to vote?
Shareholders of record at the close of business on January 30, 2014, (the record date) are entitled to one vote for each full share and a proportionate vote for each fractional share of the fund they held as of January 30, 2014. As
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of January 30, 2014, there were ___ shares of the Global Infrastructure Fund outstanding. The Notice of Special Meeting of Shareholders, the proxy card, and the proxy statement (or appropriate notice of where to access these materials) were first mailed to shareholders of record on or about February 6, 2014. In some cases, the fund may mail only one copy of this proxy statement to households in which more than one person in the household is a fund shareholder of record. If you need additional copies of this proxy statement or if you do not want the mailing of this proxy statement to be combined with those for other members of your household, please contact us at 1-800-541-5910.
Under Maryland law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with the fund: (1) if only one votes, that vote will bind all; (2) if more than one votes, the vote of the majority will bind all; and (3) if more than one votes and the vote is evenly divided, the vote will be cast proportionately.
What is the required quorum?
To hold a special meeting for the fund, one-third of the funds shares entitled to be voted must have been received by proxy or be present in person at the meeting. In the event that a quorum is present but sufficient votes in favor of a proposal are not received by the meeting date, the persons named as proxies may propose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares present in person or by proxy at the meeting to be adjourned. Shares voted against a proposal will be voted against the proposed adjournment. The persons named as proxies will vote in favor of such adjournment if they determine that additional solicitation is reasonable and in the interests of the funds shareholders.
How are the votes counted?
The individuals named as proxies (or their substitutes) on the enclosed proxy card (or cards, if you have multiple accounts) will vote according to your directions if your proxy is received properly executed, or in accordance with your instructions given when voting by telephone or Internet. If you properly execute your proxy card and give no voting instructions, or submit your vote via the telephone or Internet without voting instructions, your shares will be voted FOR the proposal.
Abstentions and broker nonvotes (as defined below) are counted for purposes of determining whether a quorum is present for purposes of convening the meeting. Broker nonvotes are shares held by a broker or nominee for which an executed proxy is received by the fund but are not voted as to one or more proposals because instructions have not been received
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from the beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power. Because the proposal must be approved by a percentage of voting securities present at the meeting or a majority of the funds outstanding shares, abstentions and broker nonvotes will be considered to be voting securities that are present and will have the effect of being counted as votes against the proposal.
For shares of the fund held in an Individual Retirement Account (IRA) or Coverdell education savings account (ESA) that is sponsored by T. Rowe Price Trust Company and for which T. Rowe Price Trust Company serves as custodian, T. Rowe Price Trust Company shall, without written direction from the investor, vote shares for which no voting instructions are timely received in the same proportion as shares for which voting instructions from other shareholders are timely received.
Can additional matters be acted upon at the special meeting?
The management of the fund knows of no other business that may come before the meeting. However, if any additional matters are properly presented at the meeting, it is intended that the persons named in the enclosed proxy, or their substitutes, will vote on such matters in accordance with their judgment.
Is the fund required to hold annual meetings?
Under Maryland law, the fund is not required to hold annual meetings. The Board of the fund has determined that the fund will take advantage of this Maryland law provision to avoid the significant expense associated with holding annual meetings, including legal, accounting, printing, and mailing fees incurred in preparing proxy materials. Accordingly, no annual meetings of shareholders shall be held in any year in which a meeting is not otherwise required to be held under the Investment Company Act of 1940 or Maryland law, unless the Board determines otherwise. However, special meetings of shareholders will be held in accordance with applicable law or when otherwise determined by the funds Board.
If a shareholder wishes to present a proposal to be included in a proxy statement for a subsequent shareholder meeting, the proposal must be submitted in writing and received by Patricia B. Lippert, Secretary of the T. Rowe Price Funds, 100 East Pratt Street, Baltimore, Maryland 21202, within a reasonable time before the fund begins to print and mail its proxy materials. The timely submission of a proposal does not guarantee its consideration at the meeting.
How are proxies delivered and votes recorded?
This proxy statement was mailed along with a proxy voting card and prepaid envelope. You may record your votes on the enclosed proxy card and mail it in the accompanying prepaid envelope to Proxy Tabulator, P.O. Box 55046,
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Boston, MA 02205-9836. Any mailed proxies sent to this address will be delivered to Boston Financial Data Services, Inc. (BFDS), whom the fund has retained to tabulate the votes. Some shareholders will not automatically receive a copy of this entire proxy statement in the mail, but will instead receive a notice that informs them of how to access all of the proxy materials on a publicly available website (commonly referred to as notice and access). Shareholders who receive such a notice will not be able to return the notice to have their vote recorded. However, they can access the proxy materials at eproxyvote.com/trp to vote eligible shares or may use the instructions on the notice to request a paper or email copy of the proxy materials at no charge.
The U.S. Securities and Exchange Commission has adopted rules that permit investment companies, such as the fund, and intermediaries to satisfy the delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the fund and its shareholders. Unless the fund has received contrary instructions, only one copy of this proxy statement will be mailed to two or more shareholders who share an address. If you need additional copies or do not want your mailings to be householded, please call 1-800-225-5132 or write us at P.O. Box 17630, Baltimore, MD 21297-1630.
In addition, the fund has arranged through BFDS
to have votes recorded through the Internet through eproxyvote.com/trp or by telephone at
1-866-977-7699.
The telephone and Internet voting procedures are reasonably designed to authenticate shareholders
identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions,
and to confirm that their instructions have been properly recorded. BFDS is responsible for assisting
the fund in determining whether quorum is achieved and whether sufficient votes are received to approve
a proposal.
How can proxies be solicited?
Directors and officers of the fund, and employees of T. Rowe Price (and its affiliates), may solicit proxies by mail, in person, or by telephone. In the event that votes are solicited by telephone, shareholders will be called at the telephone number T. Rowe Price and its affiliates have in their records for their accounts, and would be asked for their Social Security number or other identifying information. The shareholders would then be given an opportunity to authorize proxies to vote their shares at the meeting in accordance with their instructions. To ensure that shareholders instructions have been recorded correctly, confirmation of the instructions is also mailed and a toll-free number provided in case the information contained in the confirmation is incorrect.
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To help ensure that sufficient shares of common stock are represented at the meeting to permit approval of the proposals outlined in the proxy statement, the fund may also use the services of BFDS to assist them in soliciting proxies. However, it is not expected that the fund will need to use BFDS for additional solicitation efforts.
Who pays for the costs involved with the proxy?
For managing the funds overall proxy campaign, BFDS will receive a management fee plus reimbursement for out-of-pocket expenses. BFDS will also receive fees in connection with the printing, preparing, assembling, mailing, and transmitting proxy materials on behalf of the fund, and tabulating those votes that are received. The costs paid to BFDS are estimated to be approximately $5,300, although the amount could be higher should additional solicitation be necessary to achieve quorum and shareholder approval. In addition, securities brokers, custodians, fiduciaries, and other persons holding shares as nominees will be reimbursed, upon request, for their reasonable expenses in sending solicitation materials to the principals of the accounts. All costs of the special meeting and the reorganization (other than brokerage, taxes, extraordinary items, and fees of fund counsel and independent auditors), including the use of BFDS, will be paid for by T. Rowe Price Associates, Inc. The items not paid by T. Rowe Price Associates, Inc. will be borne by the Global Infrastructure Fund.
Can I change my vote after I submit my proxy?
Any proxy, including those voted via the Internet or by telephone, may be revoked at any time before the votes have been submitted for tabulation at the meeting by filing a written notice of revocation with the fund, by delivering a properly executed proxy bearing a later date, or by attending the meeting and voting in person. If you vote via the telephone or Internet, you can change your vote up until 7:59 a.m. on April 30, 2014.
LEGAL MATTERS
Certain legal matters concerning the federal income tax consequences of the reorganization and issuance of shares of the Real Assets Fund will be passed upon by Willkie Farr & Gallagher LLP, counsel to the Real Assets Fund and Global Infrastructure Fund, and by counsel to T. Rowe Price Associates, Inc., which serves as sponsor and investment adviser of the Real Assets Fund.
PAGE 43
Exhibit A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made this [[agreement_day]] day of [[agreementmonth]], [[year]], by and between (i) T. Rowe Price Real Assets Fund, Inc., a corporation organized and existing under the laws of Maryland (Acquiring Fund), and (ii) the T. Rowe Price International, Inc., a corporation organized and existing under the laws of Maryland, on behalf of its series and class, the T. Rowe Price Global Infrastructure Fund and T. Rowe Price Global Infrastructure FundAdvisor Class (collectively, Acquired Fund). All references in this Agreement to the Acquired Fund are, as applicable, to the [[acquired_corporation_name_abbrev]], as if this Agreement were executed solely by such fund and the Acquiring Fund.
W I T N E S S E T H:
The Acquiring Fund and the Acquired Fund are each registered under the Investment Company Act of 1940 (1940 Act) as an open-end management investment company. The Acquired Fund owns securities that are assets of the character in which the Acquiring Fund is permitted to invest. The Acquiring Fund and the Acquired Fund have agreed to combine through the transfer of substantially all of the assets of the Acquired Fund to the Acquiring Fund in exchange solely for Shares, all without par value, of the Acquiring Fund (Acquiring Fund Shares) and the distribution of Acquiring Fund Shares to the shareholders of the Acquired Fund in liquidation of the Acquired Fund. The Acquiring Fund wishes to enter into a definitive agreement setting forth the terms and conditions of the foregoing transactions as a plan of reorganization and liquidation within the meaning of Section 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (Code).
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:
1. Assets to be Transferred
A. Reorganization. Prior to the close of regular trading on the New York Stock Exchange (Exchange) on the Closing Date (as hereinafter defined), all the assets of the Acquired Fund, net of appropriate reserves and those assets described in paragraph 1.C. below, shall be delivered as provided in paragraph 2.C. to State Street Bank and Trust Company, custodian of the Acquired Funds assets (Custodian), or, in the case of securities maintained outside of the United States, JPMorgan Chase Bank, London (Foreign
PAGE 44
Custodian), if applicable, in exchange for and against delivery by the Acquiring Fund to the Acquired Fund on the Closing Date of a number of Acquiring Fund Shares (including, if applicable, fractional shares) having an aggregate net asset value equal to the value of the assets of the Acquired Fund so transferred, assigned and delivered, all determined and adjusted as provided in paragraph 1.B. below. Notwithstanding the foregoing, the assets of the Acquired Fund to be acquired by the Acquiring Fund shall constitute at least 90% of the fair market value of the net assets of the Acquired Fund and at least 70% of the fair market value of the gross assets of the Acquired Fund as described on the Valuation Date (hereinafter defined).
B. Valuation. The net asset value of shares of the Acquiring Fund and the value of the assets of the Acquired Fund to be transferred shall, in each case, be computed as of the close of regular trading on the Exchange on the Valuation Date (as hereinafter defined). The net asset value of the Acquiring Fund Shares shall be computed in the manner set forth in the Acquiring Funds current prospectus and statement of additional information under the Securities Act of 1933 (1933 Act) and the 1940 Act. The value of the assets of the Acquired Fund to be transferred shall be computed by the Acquiring Fund in accordance with the policies and procedures of the Acquiring Fund as described in the Acquiring Funds current prospectus and statement of additional information under the 1933 Act and the 1940 Act, subject to review and approval by the Acquired Fund and to such adjustments, if any, agreed to by the parties.
C. Excludable Assets. If on the Closing Date the assets of the Acquired Fund include accounts receivable, causes of actions, claims and demands of whatever nature, contract rights, leases, business records, books of accounts, and shareholder records, the Acquiring Fund may for reasonable cause refuse either to accept or to value such assets (other than fully collectible and transferable dividends, interest, and tax refunds). For purposes of this paragraph l.C., reasonable cause includes the inability to obtain a reliable value, the likelihood of engaging in protracted collection efforts, or the likelihood of engaging in burdensome administrative responsibilities to receive value. In addition, there shall be deducted from the assets of the Acquired Fund described in paragraph 1.A. assets not transferred pursuant to paragraph 1.A. and cash in an amount estimated by the Acquired Fund to be sufficient to pay all the liabilities of the Acquired Fund, including, without limitation, (i) amounts owed to any shareholders including declared but unpaid dividends and amounts owed to any former shareholders in respect of redemptions in the ordinary course of business; (ii) accounts payable and other accrued and unpaid expenses incurred in the normal operation of its business up to and including the Closing Date; and (iii) the costs and expenses, if any, incurred by the Acquired Fund in making and carrying out
PAGE 45
this Agreement (other than costs and expenses to be paid for by T. Rowe Price).
2. Definitions
A. Closing and Closing Date. Subject to the terms and conditions hereof, the closing of the transactions contemplated by this Agreement (the Closing) shall be conducted at the offices of the Acquiring Fund in Baltimore, Maryland, beginning at 8:00 a.m., eastern time, on May 19, 2014, or at such other place or on such later business day as may be agreed upon by the parties. In the event that on the Valuation Date (i) the Exchange is closed or trading thereon is restricted, or (ii) trading or the reporting of trading on the Exchange or elsewhere is disrupted so that accurate appraisal of the value of the Acquired Fund assets or the net asset value of the Acquiring Fund Shares is impractical, the Closing shall be postponed until the first business day after the first business day when trading on the Exchange or elsewhere shall have been fully resumed and reporting thereon shall have been restored, or such other business day as soon thereafter as may be agreed upon by the parties. The date on which the Closing actually occurs is herein referred to as the Closing Date.
B. Valuation Date. The business day next preceding the Closing Date shall be the Valuation Date. The stock transfer books of the Acquired Fund will be permanently closed as of the close of business on the Valuation Date. The Acquired Fund shall only accept redemption requests received by it in proper form prior to the close of regular trading on the Exchange on the Valuation Date. Redemption requests received thereafter shall be deemed to be redemption requests for Acquiring Fund shares to be distributed to Acquired Fund shareholders pursuant to the Plan (assuming that the transactions contemplated by this Agreement have been consummated).
C. Delivery. Portfolio securities shall be delivered by the Acquired Fund to the Custodian or the Foreign Custodian, to be held until the Closing for the account of the Acquired Fund, no later than three (3) business days preceding the Closing (Delivery Date), duly endorsed in proper form for transfer in such condition as to constitute a good delivery thereof, in accordance with the custom of brokers, and shall be accompanied by all necessary state stock transfer stamps, if any, or a check for the appropriate purchase price thereof. Cash of the Acquired Fund shall be delivered by the Acquired Fund on the Closing Date and shall be in the form of currency or wire transfer in federal funds, payable to the order of the Custodian or the Foreign Custodian. A confirmation for the Acquiring Fund Shares, credited to the account of the Acquired Fund and registered in the name of the Acquired Fund, shall be delivered by the Acquiring Fund to the Acquired Fund at the Closing.
PAGE 46
3. Failure to Deliver Securities. If, on the Delivery Date, the Acquired Fund is unable to make delivery under paragraph 2.C. to the Custodian or the Foreign Custodian of any of the portfolio securities of the Acquired Fund, the Acquiring Fund may waive the delivery requirements of paragraph 2.C. with respect to said undelivered securities, if the Acquired Fund has delivered to the Custodian or the Foreign Custodian by or on the Delivery Date and, with respect to said undelivered securities, such documents in the form of executed copies of an agreement of assignment and escrow agreement and due bills and the like as may be required by the Acquiring Fund or the Custodian or the Foreign Custodian, including brokers confirmation slips.
4. Post-Closing Distribution and Liquidation of the Acquired Fund. As soon as practicable after the Closing, the Acquired Fund shall pay or make provisions for all of its debts, taxes, and other liabilities and shall distribute all of the remaining assets thereof to the shareholders of the Acquired Fund; and the Acquired Fund shall no longer be listed on Form N-SAR. At, or as soon as may be practicable following the Closing Date, the Acquired Fund shall for federal income tax purposes be liquidated and distribute the Acquiring Fund Shares received hereunder by instructing the Acquiring Fund that the pro-rata interest (in full and fractional Acquiring Fund Shares) of each of the holders of record of shares of the Acquired Fund as of the close of business on the Valuation Date as certified by the Acquired Funds transfer agent (Acquired Fund Record Holders) be registered on the books of the Acquiring Fund in the names of each of the Acquired Fund Record Holders. The Acquiring Fund agrees to comply promptly with said instruction. All issued and outstanding shares of the Acquired Fund shall thereupon be cancelled on the books of the Acquired Fund. The Acquiring Fund shall have no obligation to inquire as to the validity, propriety, or correctness of any such instruction, but shall, in each case, assume that such instruction is valid, proper, and correct. The Acquiring Fund shall record on its books the ownership of Acquiring Fund Shares by Acquired Fund Record Holders. No redemption or repurchase of any Acquiring Fund Shares credited to Acquired Fund Record Holders in respect of the Acquired Fund Shares represented by unsurrendered stock certificates shall be permitted until such certificates have been surrendered to the Custodian for cancellation. Any transfer taxes payable upon issuance of Acquiring Fund Shares in a name other than the name of the Acquired Fund Record Holder on the books of the Acquiring Fund as of the Closing Date shall, as a condition of such issuance and transfer, be paid by the person to whom such Acquiring Fund Shares are to be issued and transferred.
5. Acquired Fund Securities. The Acquired Fund has provided the Acquiring Fund with a list of all of the Acquired Funds portfolio investments as of the date of execution of this Agreement. The Acquired Fund may sell any of these investments and will confer with the Acquiring Fund with respect to investments for the Acquired Fund. The Acquiring Fund will, within a
PAGE 47
reasonable time prior to the Closing Date, furnish the Acquired Fund with a statement of the Acquiring Funds investment objectives, policies, and restrictions and a list of the investments, if any, on the list referred to in the first sentence of this paragraph 5 that do not conform to such objectives, policies, and restrictions. In the event that the Acquired Fund holds any investments that the Acquiring Fund may not hold, the Acquired Fund will, consistent with the foregoing and its own policies and restrictions, use its reasonable efforts to dispose of such investments prior to the Closing Date, provided, however, that in no event will the Acquired Fund be required to dispose of assets to an extent which would cause less than 50% of the historical business assets of the Acquired Fund to be transferred to the Acquiring Fund pursuant to this Agreement or to take any action that is inconsistent with paragraph 8.M. below. In addition, if it is determined that the portfolios of the Acquired Fund and the Acquiring Fund, when aggregated, would contain any investments exceeding certain percentage limitations applicable to the Acquiring Fund with respect to such investments, the Acquired Fund will, if requested by the Acquiring Fund, in a manner consistent with the foregoing and its own policies and restrictions, use its reasonable efforts to dispose of an amount of such investments sufficient to avoid violating such limitations as of the Closing Date. On the Delivery Date, the Acquired Fund shall deliver to the Acquiring Fund a list setting forth the securities then owned by the Acquired Fund (Securities List), which shall be prepared in accordance with the requirements of the Code and the regulations promulgated thereunder for specific identification tax lot accounting and which shall clearly reflect the basis used for determination of gain and loss realized on the partial sale of any security transferred to the Acquiring Fund. The records from which the Securities List will be prepared shall be made available by the Acquired Fund prior to the Closing Date for inspection by the Acquiring Funds treasurer or his designee or the auditors of the Acquiring Fund upon reasonable request.
6. Liabilities and Expenses. The Acquiring Fund shall not assume any of the liabilities of the Acquired Fund, and the Acquired Fund will use its reasonable efforts to discharge all its known liabilities, so far as may be possible, prior to the Closing Date. The Acquiring Fund shall not be responsible for any of the Acquired Funds expenses in connection with the carrying-out of this Agreement.
7. Legal Opinions.
A. Opinion of Acquired Fund Counsel. At the Closing, the Acquired Fund shall furnish the Acquiring Fund with such written opinions (including opinions as to certain federal income tax matters) of Willkie Farr & Gallagher LLP, and the factual representations supporting such opinions
PAGE 48
which shall be, in form and substance reasonably satisfactory to the Acquiring Fund.
B. Opinion of Acquiring Fund Counsel. At the Closing, the Acquiring Fund shall furnish the Acquired Fund with a written opinion of Willkie Farr & Gallagher LLP, and the factual representations supporting such opinions which shall be, in form and substance reasonably satisfactory to the Acquired Fund.
8. Acquired Fund Representations, Warranties, and Covenants. The Acquired Fund hereby represents and warrants to the Acquiring Fund, and covenants and agrees with the Acquiring Fund:
A. that the audited statement of assets and liabilities, including the schedule of portfolio investments, and the related statement of operations and statement of changes in net assets of the Acquired Fund as of October 31, 2013, and for the year then ended heretofore delivered to the Acquiring Fund were prepared in accordance with generally accepted accounting principles, reflect all liabilities of the Acquired Fund, whether accrued or contingent, which are required to be reflected or reserved against in accordance with generally accepted accounting principles, and present fairly the financial position and results of operations of the Acquired Fund as of said date and for the period covered thereby;
B. that the Acquired Fund will furnish to the Acquiring Fund an unaudited statement of assets and liabilities, including the schedule of portfolio investments (or a statement of net assets in lieu of a statement of assets and liabilities and a schedule of portfolio investments), and the related statement of operations and statement of changes in net assets of the Acquired Fund for the period commencing on the date following the date specified in paragraph 8.A. above and ending on [[end_date_for_transfer]]. These financial statements will be prepared in accordance with generally accepted accounting principles and will reflect all liabilities of the Acquired Fund, whether accrued or contingent, which are required to be reflected or reserved against in accordance with generally accepted accounting principles, will present fairly the financial position and results of operations of the Acquired Fund as of the dates of such statements and for the periods covered thereby;
C. that there are no legal, administrative, or other proceedings pending or, to the knowledge of the Acquired Fund, overtly threatened against the Acquired Fund which would individually or in the aggregate materially affect the financial condition of the Acquired Fund or the Acquiring Funds ability to consummate the transactions contemplated hereby;
D. that the execution and delivery of this Agreement by the Acquired Fund and the consummation of the transactions contemplated herein have been authorized by the Board of Directors by vote taken at a
PAGE 49
meeting of the Board of Directors of the Acquiring Fund duly called and held on [[Board_Meeting_date]], and that the Acquired Fund will (i) take all steps necessary duly to call, give notice of, convene, and hold a meeting of the shareholders of the Acquired Fund as soon as practicable and in accordance with applicable Maryland, Massachusetts, and federal law, for the purpose of approving this Agreement and the transactions contemplated herein and for such other purposes as may be necessary and desirable, and (ii) recommend to such shareholders the approval of this Agreement and the transactions contemplated herein and such other matters as may be submitted to such shareholders in connection with the transactions contemplated herein;
E. that from the date of this Agreement through the Closing Date, there shall not have been:
(1) any material change in the business, results of operations, assets, or financial condition or the manner of conducting the business of the Acquired Fund (other than changes in the ordinary course of its business or relating to the transactions contemplated by this Agreement, including, without limitation, dividends and distributions in the ordinary course, changes in the net asset value per share, redemptions in the ordinary course of business, and changes in sales volume), which has had a material adverse effect on such business, results of operations, assets, or financial condition, except in all instances as set forth in the financial statements of the Acquired Fund referred to in paragraphs 8.A. and 8.B. above;
(2) any loss (whether or not covered by insurance) suffered by the Acquired Fund materially and adversely affecting the assets of the Acquired Fund, other than depreciation of securities;
(3) issued any option to purchase or other right to acquire stock of the Acquired Fund of any class granted by the Acquired Fund to any person (excluding sales in the ordinary course and a dividend reinvestment program);
(4) any indebtedness incurred by the Acquired Fund for borrowed money or any commitment to borrow money entered into by the Acquired Fund, except as provided in the current prospectus and statement of additional information of the Acquired Fund or so long as it will not prevent the Acquired Fund from complying with paragraph 8.I.;
(5) any amendment to the Articles of Incorporation or By-Laws of the Acquired Fund except to effectuate the transactions contemplated hereunder or otherwise as disclosed in writing to the Acquiring Fund; or
PAGE 50
(6) any grant or imposition of any lien, claim, charge, or encumbrance upon any asset of the Acquired Fund except as provided in the current prospectus and statement of additional information of the Acquired Fund or so long as it will not prevent the Acquired Fund from complying with paragraph 8.I.;
F. that there are no material contracts outstanding to which the Acquired Fund is bound other than as disclosed to the Acquiring Fund;
G. that the Acquired Fund has filed all federal, state, and local tax returns and reports required by law to have been filed, that all federal, state and local income, franchise, property, sales, employment, or other taxes payable pursuant to such returns and reports have been paid so far as due, or provision has been made for the payment thereof, and that, to the knowledge of the Acquired Fund, no such return is currently under audit and no assessment has been asserted with respect to any such return other than with respect to all such matters which are not material individually or in the aggregate;
H. that, as promptly as practicable, but in any case within 60 days after the Closing Date, the Acquired Fund shall furnish the Acquiring Fund with a statement of the earnings and profits of the Acquired Fund for federal income tax purposes;
I. that on the Closing Date the Acquired Fund will have good and marketable title to the assets of the Acquired Fund to be conveyed hereunder, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, and equities whatsoever, and full right, power, and authority to sell, assign, transfer, and deliver such assets and shall deliver such assets to the Acquiring Fund as set forth in paragraph 1.A. hereof. Upon delivery of such assets, the Acquiring Fund will receive good and marketable title to such assets, free and clear of all liens, mortgages, pledges, encumbrances, charges, claims, and equities, except as to adverse claims of which the Acquiring Fund has notice at or prior to the time of delivery. Except as set forth on the Securities List, none of the securities comprising the assets of the Acquired Fund will be restricted securities under the 1933 Act or the rules and regulations of the Securities and Exchange Commission (Commission) thereunder;
J. that the Proxy Statement/Prospectus (hereinafter defined) at the time of delivery by the Acquired Fund to its shareholders in connection with the meeting of shareholders to approve this transaction, on the Closing Date and at the time of the liquidation of the Acquired Fund set forth in paragraph 4. above, as amended or as supplemented if it shall have been amended or supplemented, will conform in all material respects to the applicable requirements of the 1933 Act, the Securities Exchange Act of 1934
PAGE 51
(1934 Act) and the 1940 Act and the rules and regulations of the Commission thereunder, and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading, except that no representations or warranties in this section apply to statements or omissions which are based on written information furnished by the Acquiring Fund to the Acquired Fund;
K. that the Acquired Fund is not, and the execution, delivery, and performance of this Agreement will not result, in a material violation of any provision of its Articles of Incorporation or By-Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquired Fund is a party or by which it is bound and that this Agreement constitutes a valid and legally binding obligation of the Acquired Fund, enforceable against the Acquired Fund in accordance with its terms, except as enforceability may be affected by bankruptcy laws, laws affecting creditors generally, and general principles of equity;
L. that the Acquired Fund will take all actions within its control necessary to cause the exchange of Acquiring Fund Shares for assets of the Acquired Fund made under this Agreement to qualify, as of and after the Closing, as a reorganization within the meaning of Section 368(a)(1)(C) of the Code; and
M. that the Acquired Fund is registered with the Commission under the 1940 Act, classified as a management investment company, and subclassified as an open-end company.
9. Acquiring Fund Representations, Warranties, and Covenants. The Acquiring Fund hereby represents and warrants to the Acquired Fund, and covenants and agrees with the Acquired Fund:
A. that the audited statement of assets and liabilities, including the schedule of portfolio investments, and the related statement of operations and statement of changes in net assets of the Acquiring Fund as of [[Acquiring_fund_representation_date]], and for the year then ended heretofore delivered to the Acquired Fund were prepared in accordance with generally accepted accounting principles, reflect all liabilities of the Acquiring Fund, whether accrued or contingent, which are required to be reflected or reserved against in accordance with generally accepted accounting principles, and present fairly the financial position and results of operations of the Acquiring Fund as of said date and for the period covered thereby;
B. that there are no legal, administrative, or other proceedings pending or, to its knowledge, overtly threatened against the Acquiring Fund which would individually or in the aggregate materially affect the financial
PAGE 52
condition of the Acquiring Funds ability to consummate the transactions contemplated hereby;
C. that the execution and delivery of this Agreement by the Acquiring Fund and the consummation of the transactions contemplated herein have been authorized by the Board of Trustees of the Acquiring Fund by vote taken at a meeting of the Board of Trustees of the Acquiring Fund duly called and held on [[Board_Meeting_date]], and that approval by the Acquiring Funds shareholders of this Agreement or the consummation of the transactions contemplated herein is not required under applicable Maryland, Massachusetts and federal law;
D. that from the date of this Agreement through the Closing Date, there shall not have been any material change in the business, results of operations, assets, or financial condition or the manner of conducting the business of the Acquiring Fund (other than changes in the ordinary course of its business, including, without limitation, dividends and distributions in the ordinary course, changes in the net asset value per share, redemptions in the ordinary course of business, and changes in sales volume), which has had an adverse material effect on such business, results of operations, assets, or financial condition, except in all instances as set forth in the financial statements of the Acquiring Fund referred to in paragraph 9.A. and 9.B. above;
E. Paragraph intentionally left blank.
F. that the Acquiring Fund is registered with the Commission under the 1940 Act, classified as a management investment company, and subclassified as an open-end diversified company;
G. that the shares of the Acquiring Fund to be issued pursuant to paragraph 1.A. will be duly registered under the 1933 Act by the Registration Statement (hereinafter defined) in effect on the Closing Date and at the time of the liquidation of the Acquired Fund set forth in paragraph 4. above;
H. that the Acquiring Fund Shares are duly authorized and validly issued and are fully paid, nonassessable, and free of any preemptive rights and conform in all material respects to the description thereof contained in the Proxy Statement/Prospectus as in effect on the Closing Date and at the time of the liquidation of the Acquired Fund set forth in paragraph 4. above;
I. that the Acquiring Fund is not, and the execution, delivery, and performance of this Agreement will not result, in a material violation of any provision of the Acquiring Funds Articles of Incorporation or By- Laws or of any material agreement, indenture, instrument, contract, lease, or other undertaking to which the Acquiring Fund is a party or by which it is bound,
PAGE 53
and that this Agreement constitutes a valid and legally binding obligation of the Acquiring Fund, enforceable against the Acquiring Fund in accordance with its terms, except as enforceability may be affected by bankruptcy laws, laws affecting creditors generally, and general principles of equity;
J. that the Acquiring Fund will take all actions within its control necessary to cause the exchange of Acquiring Fund Shares for assets of the Acquired Fund made under this Agreement to qualify, as of and after the Closing, as a reorganization within the meaning of Section 368(a)(1)(C) of the Code;
K. that the Acquiring Fund has filed all federal, state, and local tax returns and reports required by law to have been filed, that all federal, state, and local income, franchise, property, sales, employment, or other taxes payable pursuant to such returns and reports have been paid so far as due, or provision has been made for the payment thereof, and that, to the knowledge of the Acquiring Fund, no such return is currently under audit and no assessment has been asserted with respect to any such return, other than with respect to all such matters those which are not material individually or in the aggregate;
L. that the Proxy Statement/Prospectus at the time of delivery by the Acquired Fund to its shareholders in connection with the meeting of shareholders to approve this transaction, on the Closing Date and at the liquidation of the Acquired Fund set forth in paragraph 4. above, as amended or as supplemented if it shall have been amended or supplemented, and the Registration Statement on the effective date thereof, on the Closing Date and at the liquidation of the Acquired Fund set forth in paragraph 4. above, will conform in all material respects to the applicable requirements of the 1933 Act, the 1934 Act, and the 1940 Act and the rules and regulations of the Commission thereunder, and will not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which such statements were made, not materially misleading, except that no representations or warranties in this section apply to statements or omissions which are based on written information furnished by the Acquired Fund to the Acquiring Fund; and
M. the current prospectus and statement of additional information of the Acquiring Fund (copies of which have been delivered to the Acquired Fund) conform in all material respects to the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations of the Commission thereunder and do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.
PAGE 54
10. Certain Conditions.
Unless waived by the parties in writing in their sole discretion, all obligations of the parties hereunder are subject to the fulfillment, prior to or at the Closing, of each of the following conditions:
A. Registration Statement and Proxy Statement/Prospectus. The Acquiring Fund will file a registration statement on Form N-14 with the Commission under the 1933 Act in order to register the Acquiring Fund Shares to be issued hereunder. Such registration statement in the form in which it shall become effective and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, such registration statement as amended, is referred to herein as the Registration Statement. The Acquired Fund will file preliminary proxy materials with the Commission under the 1940 Act and the 1934 Act, relating to the meeting of the shareholders of the Acquired Fund at which this Agreement and the transactions herein contemplated will be considered and voted upon, in the form of a combined proxy statement and prospectus and related statement of additional information included in the Registration Statement. The combined proxy statement and prospectus and related statement of additional information that is first filed pursuant to Rule 497(b) under the 1933 Act is referred to herein as the Proxy Statement/Prospectus. The Acquiring Fund and the Acquired Fund each will exert reasonable efforts to cause the Registration Statement to become effective under the 1933 Act as soon as practical and agree to cooperate in such efforts. The Registration Statement shall have become effective under the 1933 Act and no stop orders suspending the effectiveness thereof shall have been issued and, to the knowledge of the parties hereto, no investigation or proceeding for that purpose shall have been instituted or be pending, threatened, or contemplated under the 1933 Act. Upon effectiveness of the Registration Statement, the Acquired Fund will cause the Proxy Statement/Prospectus to be delivered to the shareholders of the Acquired Fund entitled to vote on the transactions contemplated by this Agreement at least 20 days prior to the date of the meeting of shareholders called to act upon such transactions.
B. Shareholder Vote. The obligations of the Acquired Fund under this Agreement shall be subject to the shareholders of the Acquired Fund duly approving the execution and delivery of this Agreement and the transactions contemplated herein.
C. Pending or Threatened Proceedings. On the Closing Date, no action, suit, or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein.
PAGE 55
D. Appropriate Articles. The Acquired Fund shall execute and cause to be filed with the Maryland State Department of Assessments and Taxation, such articles of transfer, articles supplementary or other documents, as necessary to eliminate designation of the Acquired Fund, as appropriate.
E. Declaration of Dividend. The Acquired Fund shall have declared a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Acquired Fund shareholders all of the investment company taxable income and realized capital gain for all taxable periods of the Acquired Fund which are required to be distributed to avoid federal income or excise tax applicable to regulated investment companies.
F. State Securities Laws. The parties shall have received all permits and other authorizations necessary under state securities laws to consummate the transactions contemplated herein.
G. Performance of Covenants. Each party shall have performed and complied in all material respects with each of its agreements and covenants required by this Agreement to be performed or complied with by it prior to or at the Valuation Date and the Closing Date.
H. Representations and Warranties. The representations and warranties of each party set forth in this Agreement will be true and correct on the Closing Date, and each party shall deliver to the other a certificate of a duly authorized officer of such party to that effect.
11. Notices. All notices, requests, instructions, and demands in the course of the transactions herein contemplated shall be in writing addressed to the respective parties as follows and shall be deemed given: (i) on the next day if sent by prepaid overnight courier and (ii) on the same day if given by hand delivery or telecopy.
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If to the Acquiring Fund or Acquired Fund:
David
Oestreicher, Esquire
T. Rowe Price Associates,
Inc.
100 East Pratt Street
Baltimore,
Maryland 21202
Fax Number (410) 345-6575
with a copy to:
Margery K. Neale, Esquire
Willkie
Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Fax
Number (212) 728-9138
or to such other address as the parties from time to time may designate by written notice to all other parties hereto.
12. Termination and Postponement.
A. This Agreement may be terminated or postponed by the Acquiring Fund or the Acquired Fund at any time, before or after approval by the shareholders of the Acquired Fund, upon the giving of written notice to the other, if the conditions specified in paragraphs 8., 9., and 10. have not been performed or do not exist on or before [[termination_date]] or to the extent permitted by law.
B. In the event of termination of this Agreement pursuant to paragraph 12.A. of this Agreement, neither party (nor its officers, directors, or trustees) shall have any liability to the other.
13. Exhibits. All Exhibits shall be considered as part of this Agreement.
14. Miscellaneous. This Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns. It shall be governed by, construed, and enforced in accordance with the laws of the State of Maryland and Massachusetts. The Acquired Fund and the Acquiring Fund represent and warrant to each other that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for herein. The Acquired Fund and the Acquiring Fund agree that no party has made any representation, warranty, or covenant not set forth herein and that this Agreement constitutes the entire agreement between the parties as to the subject matter hereof. The representations, warranties, and covenants contained in this Agreement or in any document delivered pursuant hereto or in connection herewith shall survive the consummation of the transactions contemplated hereunder for a period of three years thereafter. The paragraph
PAGE 57
headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement shall be executed in any number of counterparts, each of which shall be deemed an original. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm, or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. Whenever used herein, the use of any gender shall include all genders.
15. Amendments. The Acquired Fund and the Acquiring Fund by mutual consent of their Boards of Directors/Trustees or authorized committees or officers may amend this Agreement in such manner as may be agreed upon, whether before or after the meeting of stockholders of the Acquired Fund at which action upon the transactions contemplated hereby is to be taken; provided, however, that after the requisite approval of the stockholders of the Acquired Fund has been obtained, this Agreement shall not be amended or modified so as to change the provisions with respect to the transactions herein contemplated in any manner which would materially and adversely affect the rights of such stockholders without their further approval.
16. Waiver. The failure of any party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach.
17. Liability.
A. The Acquired Fund and the Acquiring Fund acknowledge and agree that all obligations of the Acquired Fund under this Agreement are binding only with respect to the Acquired Fund; that any liability of the Acquired Fund under this Agreement or in connection with the transactions contemplated herein shall be discharged only out of the assets of the Acquired Fund.
B. The Acquiring Fund and the Acquired Fund acknowledge and agree that all obligations of the Acquiring Fund under this Agreement are binding only with respect to the Acquiring Fund; that any liability of the Acquiring Fund under this Agreement or in connection with the transactions contemplated herein shall be discharged only out of the assets of the Acquiring Fund.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed and by their officers thereunto duly authorized, as of the day and year first above written.
WITNESS: | T. ROWE PRICE REAL ASSETS FUND, INC. |
__________________________ Patricia B. Lippert | By______________________(SEAL) Wyatt A. Lee |
WITNESS: | T. ROWE PRICE INTERNATIONAL FUNDS, INC., on behalf of the T. Rowe Price Global Infrastructure Fund |
__________________________ Patricia B. Lippert | By_____________________(SEAL)
David Oestreicher |
PAGE 59
T. ROWE PRICE REAL ASSETS FUND
FORM N-14
PART B
STATEMENT OF ADDITIONAL INFORMATION
February 6, 2014
This Statement of Additional Information (SAI) relates to the proposed reorganization (Reorganization) of the T. Rowe Price Global Infrastructure Fund and its advisor class, the T. Rowe Price Global Infrastructure FundAdvisor Class (collectively, Acquired Fund), a series and class of T. Rowe Price International Funds, Inc., into the T. Rowe Price Real Assets Fund (Acquiring Fund).
This SAI sets forth information that may be of interest to shareholders relating to the Reorganization, but which is not included in the Combined Proxy Statement and Prospectus, dated February 6, 2014, of the funds. As described in the Combined Proxy Statement and Prospectus, a Reorganization would involve the transfer of substantially all the assets of the Acquired Fund in exchange for shares of the Acquiring Fund. The Acquired Fund would distribute the Acquiring Fund shares it receives to its shareholders in complete liquidation of the Acquired Fund.
This SAI is not a prospectus, and should be read in conjunction with the Combined Proxy Statement and Prospectus. This SAI and the Combined Proxy Statement and Prospectus have been filed with the Securities and Exchange Commission. Copies of the Combined Proxy Statement and Prospectus are available upon request and without charge by writing to the Acquiring Fund at 100 East Pratt Street, Baltimore, Maryland 21202, or by calling 1-800-541-5910.
The Securities and Exchange Commission maintains a website (http://www.sec.gov) that contains the prospectuses and Statement of Additional Information of the Acquired Fund and Acquiring Fund, other material incorporated by reference and other information regarding the Acquired Fund and Acquiring Fund.
PAGE 60
TABLE OF CONTENTS
Additional Information About the Acquired Fund and the Acquiring Fund | 62 |
Financial Statements of the Acquired Fund and the Acquiring Fund | 62 |
PAGE 61
I.
ADDITIONAL INFORMATION ABOUT THE
ACQUIRED FUND AND THE ACQUIRING FUND
FOR THE ACQUIRED FUND: The Statement of Additional Information for the Acquired Fund, dated November 19, 2013, as filed with the Securities and Exchange Commission on November 19. 2013, is incorporated by reference.
FOR THE ACQUIRING FUND: The Statement of Additional Information for the Acquiring Fund, dated November 19, 2013, as filed with the Securities and Exchange Commission on November 19. 2013, is incorporated by reference.
The Statement of Additional Information for the Acquired Fund and Acquiring Fund is available without charge through troweprice.com or by calling 1-800-541-5910.
II. FINANCIAL STATEMENTS OF THE
ACQUIRED FUNDS AND THE ACQUIRING
FUND
This SAI incorporates by reference (i) the financial statements and report of the independent registered public accounting firm for the T. Rowe Price Global Infrastructure Fund as contained in its Annual Report for the year ended October 31, 2013, as filed with the Securities and Exchange Commission on December 17, 2013, (ii) the financial statements and report of the independent registered public accounting firm for the T. Rowe Price Real Assets Fund as contained in its Annual Report for the year ended December 31, 2012, as filed with the Securities and Exchange Commission on February 26, 2013, and the unaudited financial statements for the T. Rowe Price Real Assets Fund as contained in its Semiannual Report for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on August 26, 2013. Each of these reports contains historical financial information regarding the funds and is available without charge at troweprice.com or by calling 1-800-541-5910.
PricewaterhouseCoopers LLP, located at 100 East Pratt Street, 19th Floor, Baltimore, MD 21202, is the Independent Registered Public Accounting Firm to the Acquired Fund and the Acquiring Fund, providing audit and tax return review of various Securities and Exchange Commission filings.
PAGE 62
PART C
OTHER INFORMATION
Item 15. Indemnification
The Registrant maintains comprehensive Errors and Omissions and Officers and Directors insurance policies written by ICI Mutual. These policies provide coverage for T. Rowe Price Associates, Inc. (Manager), and its subsidiaries and affiliates and all other investment companies in the T. Rowe Price family of mutual funds as listed in Item 31 of the Registrants Registration Statement filed as Amendment No. 24 dated February 27, 2013. In addition to the corporate insureds, the policies also cover the officers, directors, and employees of the Manager, its subsidiaries, and affiliates. The premium is allocated among the named corporate insureds in accordance with the provisions of Rule 17d-1(d)(7) under the Investment Company Act of 1940.
General. The Charter of the Corporation provides that to the fullest extent permitted by Maryland or federal law, no director or officer of the Corporation shall be personally liable to the Corporation or the holders of Shares for money damages and each director and officer shall be indemnified by the Corporation; provided, however, that nothing therein shall be deemed to protect any director or officer of the Corporation against any liability to the Corporation of the holders of Shares to which such director or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.
Article X, Section 10.01 of the Registrants By-Laws provides as follows:
Section 10.01. Indemnification and Payment of Expenses in Advance: The Corporation shall indemnify any individual (Indemnitee) who is a present or former director, officer, employee, or agent of the Corporation, or who is or has been serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, who, by reason of his position was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter collectively referred to as a Proceeding) against any judgments, penalties, fines, settlements, and reasonable expenses (including attorneys fees) incurred by such Indemnitee in connection with any Proceeding, to the fullest extent that such indemnification may be lawful under Maryland law. The Corporation shall pay any reasonable expenses so incurred by such Indemnitee in defending a Proceeding in advance of the final disposition thereof to the fullest extent that such advance payment may be lawful under Maryland law. Subject to any applicable limitations and requirements set forth in the Corporations Articles of Incorporation and in these By-Laws, any payment of indemnification or advance of expenses shall be made in accordance with the procedures set forth in Maryland law.
Notwithstanding the foregoing, nothing herein shall protect or purport to protect any Indemnitee against any liability to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office (Disabling Conduct).
Anything in this Article X to the contrary notwithstanding, no indemnification shall be made by the Corporation to any Indemnitee unless:
(a) there is a final decision on the merits by a court or other body before whom the Proceeding was brought that the Indemnitee was not liable by reason of Disabling Conduct; or
(b) in the absence of such a decision, there is a reasonable determination, based upon a review of the facts, that the Indemnitee was not liable by reason of Disabling Conduct, which determination shall be made by:
(i) the vote of a majority of a quorum of directors who are neither interested persons of the Corporation as defined in Section 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or
(ii) an independent legal counsel in a written opinion.
Anything in this Article X to the contrary notwithstanding, any advance of expenses by the Corporation to any Indemnitee shall be made only upon the undertaking by such Indemnitee to repay the advance unless it is ultimately determined that such Indemnitee is entitled to indemnification as above provided, and only if one of the following conditions is met:
(a) the Indemnitee provides a security for his undertaking; or
Page 2
(b) the Corporation shall be insured against losses arising by reason of any lawful advances; or
(c) there is a determination, based on a review of readily available facts, that there is reason to believe that the Indemnitee will ultimately be found entitled to indemnification, which determination shall be made by:
(i) a majority of a quorum of directors who are neither interested persons of the Corporation as defined in Section 2(a)(19) of the Investment Company Act, nor parties to the Proceeding; or
(ii) an independent legal counsel in a written opinion.
Section 10.02. Insurance of Officers, Directors, Employees, and Agents. To the fullest extent permitted by applicable Maryland law and by Section 17(h) of the Investment Company Act of 1940, as from time to time amended, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against any liability asserted against him and incurred by him in or arising out of his position, whether or not the Corporation would have the power to indemnify him against such liability.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits
(1) Articles of Incorporation of Registrant, dated February 9, 2010 (electronically filed with initial Registration Statement dated April 29, 2010)
(2) By-Laws of Registrant, as amended October 17, 2011 (electronically filed with Amendment No. 4 dated April 26, 2012)
(3) Inapplicable
(4) Form of Agreement and Plan of Reorganization as Exhibit A to Combined Proxy Statement and Prospectus
(5) Inapplicable
(6)(a) Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc. dated February 10, 2010 (electronically filed with Amendment No. 1 dated June 25, 2010)
(6)(b) Amended and Restated Investment Management Agreement between Registrant and T. Rowe Price Associates, Inc. dated December 1, 2011 (electronically filed with Amendment No. 4 dated April 26, 2012)
(6)(c) First Amendment to Investment Management Sub-Delegation Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Singapore Private Ltd., on behalf of the Registrant dated February 5, 2013
(7) Underwriting Agreement between Registrant and T. Rowe Price Investment Services, Inc. dated February 10, 2010 (electronically filed with Amendment No. 1 dated June 25, 2010)
(8) Inapplicable
(9)(a) Custodian Agreement between T. Rowe Price Funds and State Street Bank and Trust Company, dated January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, June 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28,
Page 3
2009, October 20, 2009, February 10, 2010, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, March 14, 2013, April 4, 2013, April 22, 2013, July 1, 2013, and July 24, 2013
(9)(b) Global Custody Agreement between JP Morgan Chase Bank and T. Rowe Price Funds, dated January 3, 1994, as amended April 18, 1994, August 15, 1994, November 28, 1994, May 31, 1995, November 1, 1995, July 31, 1996, July 23, 1997, September 3, 1997, October 29, 1997, December 15, 1998, October 6, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, July 24, 2001, April 24, 2002, July 24, 2002, July 23, 2003, October 22, 2003, September 20, 2004, December 14, 2005, April 19, 2006, October 18, 2006, April 24, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, October 1, 2009, October 20, 2009, December 16, 2009, February 10, 2010, April 29, 2010, July 21, 2010, February 3, 2011, April 21, 2011, July 29, 2011, October 17, 2011, February 8, 2012, April 24, 2012, February 5, 2013, March 5, 2013, and July 24, 2013
(10) Inapplicable
(11) Opinion of Counsel as to the legality of securities David Oestreicher, Esq.
(12) Opinion and Consent of Willkie Farr & Gallagher LLP for Registrant and T. Rowe Price Global Infrastructure Fund on certain tax matters (to be filed by amendment)
(13)(a) Transfer Agency and Service Agreement between T. Rowe Price Services, Inc. and T. Rowe Price Funds, dated January 1, 2013, as amended February 5, 2013, March 5, 2013, April 24, 2013, July 1, 2013, July 24, 2013, and November 1, 2013
(13)(b) Agreement between T. Rowe Price Associates, Inc. and T. Rowe Price Funds for Fund Accounting Services, dated January 1, 2013, as amended February 5, 2013, March 5, 2013, April 24, 2013, July 1, 2013, July 24, 2013, and November 1, 2013
(13)(c) Agreement between T. Rowe Price Retirement Plan Services, Inc. and the T. Rowe Price Funds, dated January 1, 2013, as amended February 5, 2013, March 5, 2013, April 24, 2013, July 24, 2013, and November 1, 2013
(14) Consent of Independent Registered Public Accounting Firm - PricewaterhouseCoopers LLP
(15) Inapplicable
(16) Limited Power of Attorney, dated January 2, 2014
(17)(a) Form of Proxy Ballot
(17)(b) Real Assets Fund prospectus dated May 1, 2013 (electronically filed as Part A of Amendment No. 6 dated April 26, 2013) and its Statement of Additional Information dated November 19, 2013 (electronically filed under Rule 497 on November 19, 2013) will be incorporated by reference into the proxy statement and mailed with it
Item 17. Undertakings
(1) The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned registrant agrees that, in response to Exhibit 12 required by Item 16, the Opinion and Consent of counsel - Willkie Farr & Gallagher LLP, regarding certain tax matters, will be filed as part of an amendment to the registration statement.
Page 4
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the City of Baltimore, and State of Maryland, on the 3rd day of January, 2014.
T. ROWE PRICE REAL ASSETS FUND, INC.
/s/Edward C. Bernard
By: Edward C. Bernard
Chairman of the Board
As required by the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
Signature | Title | Date |
/s/Edward C. Bernard | Chairman of the Board | January 3, 2014 |
Edward C. Bernard | (Chief Executive Officer) | |
/s/Gregory K. Hinkle | Treasurer (Chief | January 3, 2014 |
Gregory K. Hinkle | Financial Officer) | |
* | Director | January 3, 2014 |
William R. Brody | ||
* | Director | January 3, 2014 |
Anthony W. Deering | ||
* | Director | January 3, 2014 |
Donald W. Dick, Jr. | ||
* | Director | January 3, 2014 |
Bruce W. Duncan | ||
* | Director | January 3, 2014 |
Robert J. Gerrard, Jr. | ||
* | Director | January 3, 2014 |
Karen N. Horn | ||
* | Director | January 3, 2014 |
Paul F. McBride | ||
/s/Brian C. Rogers | Director | January 3, 2014 |
Brian C. Rogers | ||
Page 5
* | Director | January 3, 2014 |
Cecilia E. Rouse | ||
* | Director | January 3, 2014 |
John G. Schreiber | ||
* | Director | January 3, 2014 |
Mark. R. Tercek | ||
*/s/David Oestreicher | Vice President and | January 3, 2014 |
David Oestreicher | Attorney-In-Fact |
Custodian Agreement
This Agreement is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the Fund), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the Custodian).
Witnesseth:
Whereas, each Fund desires to retain the Custodian to act as custodian of certain of the assets of the Fund, and the Custodian is willing to provide such to each Fund, upon the terms and conditions hereinafter set forth; and
Whereas, except as otherwise set forth herein, this Agreement is intended to supersede that certain custodian contract among the parties hereto dated September 28, 1987, as amended; and
Whereas, the Funds have retained Chase Manhattan Bank, N.A. to act as the Funds custodian with respect to the assets of each such Fund to be held outside of the United States of America (except as otherwise set forth in this Agreement) pursuant to a written custodian agreement (the Foreign Custodian Agreement),
Now, Therefore, in consideration of the mutual covenants and agreements hereinafter contained, each of the parties hereto agrees as follows:
Section 1. Employment of Custodian and Property to be Held by It.
Each Fund hereby employs the Custodian as the custodian of certain of its assets, including those securities it desires to be held within the United States of America (domestic securities) and those securities it desires to be held outside the United States of America (the United States) which are (i) not held on the Funds behalf by Chase Manhattan Bank, N.A. pursuant to the Foreign Custodian Agreement and (ii) described with greater particularity in Section 3 hereof (such securities shall be referred to herein as foreign securities). Each Fund agrees to deliver to the Custodian all domestic securities, foreign securities and cash owned by it from time to time, and all payments of income, payments of principal or capital distributions received by it with respect to securities held by it hereunder, and the cash consideration received by it for such new or treasury shares of capital stock of each Fund as may be issued or sold from time to time (Shares). The Custodian shall not be responsible for any property of any Fund held or received by such Fund (i) not delivered to the Custodian, or (ii) held in the custody of Chase Manhattan Bank N.A.
The Custodian is authorized to employ one or more sub-custodians located within the United States, provided that the Custodian shall have obtained the written acknowledgment of the Fund with respect to such employment. The Custodian is authorized to employ sub-custodians located outside the United States as noted on Schedule A attached hereto (as such Schedule A may be amended from time to time). The Custodian shall have no more or less responsibility or liability to any Fund on account of any actions or omissions of any sub-custodian so employed than any such sub- custodian has to the Custodian and shall not
release any sub-custodian from any responsibility or liability unless so agreed in writing by the Custodian and the applicable Fund. With the exception of State Street Bank and Trust Company (London branch), the Custodian shall not be liable for losses arising from the bankruptcy, insolvency or receivership of any sub-custodian located outside the United States.
Section 2. Duties of the Custodian with Respect to Property of the Funds Held By the Custodian in the United States.
Section 2.1 Holding Securities. The Custodian shall hold and physically segregate for the account of each Fund all non-cash property to be held by it in the United States, including all domestic securities owned by the Fund other than (a) securities which are maintained pursuant to Section 2.9 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the United States Department of the Treasury and certain federal agencies (each, a U.S. Securities System) and (b) commercial paper of an issuer for which the Custodian acts as issuing and paying agent (Direct Paper) which is deposited and/or maintained in the Direct Paper system of the Custodian (the Direct Paper System) pursuant to Section 2.10.
Section 2.2 Delivery of Investments. The Custodian shall release and deliver domestic investments owned by a Fund held by the Custodian or in a U.S. Securities System account of the Custodian or in the Custodians Direct Paper System account ("Direct Paper System Account") only upon receipt of Proper Instructions, which may be continuing instructions when agreed to by the parties, and only in the following cases:
1) Upon sale of such investments for the account of the Fund and receipt of payment therefor;
2) Upon the receipt of payment in connection with any repurchase agreement related to such investments entered into by the Fund;
3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.9 hereof;
4) To the depository agent in connection with tender or other similar offers for portfolio investments of the Fund;
5) To the issuer thereof or its agent when such investments are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;
6) To the issuer thereof, or its agent, for transfer into the name of the Fund or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.8 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;
7) Upon the sale of such investments for the account of the Fund, to the broker or its clearing agent, against a receipt, for examination in accordance with usual "street delivery" custom; provided that in any such case the Custodian shall have no responsibility or liability for any loss arising from the delivery of such investments prior to receiving payment for such investments except as may arise from the Custodians own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the investments of the issuer of such investments, or pursuant to provisions for conversion contained in such investments, or pursuant to any deposit agreement; provided that, in any such case, the new investments and cash, if any, are to be delivered to the Custodian;
9) In the case of warrants, rights or similar investments, the surrender thereof in the exercise of such warrants, rights or similar investments or the surrender of interim receipts or temporary investments for definitive investments; provided that, in any such case, the new investments and cash, if any, are to be delivered to the Custodian or against a receipt;
10) For delivery in connection with any loans of investments made on behalf of the Fund, but only against receipt of adequate collateral as agreed upon from time to time by the Fund or its duly-appointed agent (which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, or such other property as the Fund may agree), except that in connection with any loans for which collateral is to be credited to the Custodians account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of investments owned by the Fund prior to the receipt of such collateral in the absence of the Custodians negligence or willful misconduct;
11) For delivery as security in connection with any borrowing by the Fund requiring a pledge of assets by the Fund, but only against receipt of amounts borrowed, except where additional collateral is required to secure a borrowing already made, subject to Proper Instructions, further securities may be released and delivered for that purpose;
12) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian and a broker- dealer registered under the Securities Exchange Act of 1934 (the Exchange Act) and a member of The National Association of Securities Dealers, Inc. (NASD), relating to compliance with the rules of The Options Clearing Corporation, the rules of any registered national securities exchange or of any similar organization or organizations, or under the Investment Company Act of 1940, as amended from time to time (the 1940 Act), regarding escrow or other arrangements in connection with transactions by the Fund;
13) For delivery in accordance with the provisions of any agreement among the Fund, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, or under the 1940 Act, regarding account deposits in connection with transactions by the Fund;
14) Upon receipt of instructions from the transfer agent for the Fund (the Transfer Agent), for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the Funds currently effective prospectus, statement of additional information or other offering documents (all, as amended, supplemented or revised from time to time, the Prospectus), in satisfaction of requests by holders of Shares for repurchase or redemption; and
15) For any other purpose, but only upon receipt of Proper Instructions specifying (a) the investments to be delivered, (b) setting forth the purpose for which such delivery is to be made, and (c) naming the person or persons to whom delivery of such investments shall be made.
Section 2.3 Registration of Investments. Domestic investments held by the Custodian (other than bearer securities) shall be registered in the name of the Fund or in the name of any nominee of the Fund or of any nominee of the Custodian which nominee shall be assigned exclusively to the Fund, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Fund, or in the name or nominee name of any agent appointed pursuant to Section 2.8 or in the name or nominee name of any sub- custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of the Fund under the terms of this Agreement shall be in good deliverable form. If, however, the Fund directs the Custodian to maintain securities in street name, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.
Section 2.4 Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of the Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Fund, other than cash maintained by the Fund in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Monies held by the Custodian for the Fund may be deposited by the Custodian to its credit as custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable in the performance of its duties hereunder; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act, and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall be approved by vote of a majority of the board of directors or the board of trustees of the applicable Fund (as appropriate and in
each case, the Board). Such funds shall be deposited by the Custodian in its capacity as custodian and shall be withdrawable by the Custodian only in that capacity.
Section 2.5 Collection of Income. Subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to United States registered investments held hereunder to which the Fund shall be entitled either by law or pursuant to custom in the investments business, and shall collect on a timely basis all income and other payments with respect to United States bearer investments if, on the date of payment by the issuer, such investments are held by the Custodian or its agent thereof and shall credit such income, as collected, to the Funds custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due, collect interest when due on investments held hereunder, and receive and collect all stock dividends, rights and other items of like nature as and when they become due and payable. With respect to income due the Fund on United States investments of the Fund loaned (pursuant to the provisions of Section 2.2 (10)) in accordance with a separate agreement between the Fund and the Custodian in its capacity as lending agent, collection thereof shall be in accordance with the terms of such agreement. Except as otherwise set forth in the immediately preceding sentence, income due the Fund on United States investments of the Fund loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund; the Custodian will have no duty or responsibility in connection therewith other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Fund is properly entitled.
Section 2.6 Payment of Fund Monies. Upon receipt of Proper Instructions, which may be continuing instructions when agreed to by the parties, the Custodian shall, from monies of the Fund held by the Custodian, pay out such monies in the following cases only:
1) Upon the purchase of domestic investments, options, futures contracts or options on futures contracts for the account of the Fund but only (a) against the delivery of such investments, or evidence of title to such options, futures contracts or options on futures contracts, to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose in accordance with Section 2.8) registered in the name of the Fund or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.9 hereof; (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.10 hereof; or (d) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign, such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions;
2) In connection with conversion, exchange or surrender of investments owned by the Fund as set forth in Section 2.2 hereof;
3) For the redemption or repurchase of Shares as set forth in Section 4 hereof;
4) For the payment of any expense or liability incurred by the Fund, including but not limited to the following payments for the account of the Fund: interest, taxes, management fees, accounting fees, transfer agent fees, legal fees, and operating expenses of the Fund (whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses);
5) For the payment of any dividends declared by the Board;
6) For payment of the amount of dividends received in respect of investments sold short;
7) For repayment of a loan upon redelivery of pledged securities and upon surrender of the note(s), if any, evidencing the loan; or
8) In connection with any repurchase agreement entered into by the Fund with respect to which the collateral is held by the Custodian, the Custodian shall act as the Funds "securities intermediary"(as that term is defined in Part 5 of Article 8 of the Massachusetts Uniform Commercial Code, as amended), and, as securities intermediary, the Custodian shall take the following steps on behalf of the Fund: (a) provide the Fund with notification of the receipt of the purchased securities, and (b), by book-entry identify on the books of the Custodian as belonging to the Fund uncertificated securities registered in the name of the Fund and held in the Custodians account at the Federal Reserve Bank. In connection with any repurchase agreement entered into by the Fund with respect to which the collateral is not held by the Custodian, the Custodian shall (a) provide the Fund with such notification as it may receive with respect to such collateral, and (b), by book-entry or otherwise, identify as belonging to the Fund securities as shown in the Custodians account on the books of the entity appointed by the Fund to hold such collateral.
9) For any other purpose, but only upon receipt of Proper Instructions specifying (a) the amount of such payment, (b) setting forth the purpose for which such payment is to be made, and (c) naming the person or persons to whom such payment is to be made.
Section 2.7 Liability for Payment in Advance of Receipt of Securities Purchased. In any and every case where payment for purchase of domestic securities for the account of the Fund is made by the Custodian in advance of receipt of the securities purchased in the absence of specific written instructions from the Fund to so pay in advance, the Custodian shall be absolutely liable to the Fund for such securities to the same extent as if the securities had been received by the Custodian.
Section 2.8 Appointment of Agents. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company, which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any such agent shall not relieve the Custodian of its responsibilities or liabilities hereunder.
Section 2.9 Deposit of Investments in U.S. Securities Systems. The Custodian may deposit and/or maintain domestic investments owned by the Fund in a U.S. Securities System in accordance with applicable Federal Reserve Board and United States Securities and Exchange Commission (SEC) rules and regulations, if any, subject to the following provisions:
1) The Custodian may keep domestic investments of the Fund in a U.S. Securities System provided that such investments are represented in an account of the Custodian in the U.S. Securities System (Account) which shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;
2) The records of the Custodian with respect to domestic investments of the Fund which are maintained in a U.S. Securities System shall identify by book-entry those investments belonging to the Fund;
3) The Custodian shall pay for domestic investments purchased for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that such investments have been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Fund. The Custodian shall transfer domestic investments sold for the account of the Fund upon (i) receipt of advice from the U.S. Securities System that payment for such investments has been transferred to the Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Fund. Copies of all advices from the U.S. Securities System of transfers of domestic investments for the account of the Fund shall identify the Fund, be maintained for the Fund by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund in the form of a written advice or notice and shall furnish to the Fund copies of daily transaction sheets reflecting each days transactions in the U.S. Securities System for the account of the Fund;
4) The Custodian shall provide the Fund with any report obtained by the Custodian on the U.S. Securities Systems accounting system, internal accounting control and procedures for safeguarding domestic investments deposited in the U.S. Securities System;
5) The Custodian shall have received from the Fund the initial or annual certificate, as the case may be, described in Section 10 hereof; and
6) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for any loss or damage to the Fund resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees, or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System. At the election of the Fund, the Fund shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss, expense or damage if and to the extent that the Fund has not been made whole for any such loss, expense or damage.
Section 2.10 Fund Assets Held in the Direct Paper System. The Custodian may deposit and/or maintain investments owned by the Fund in the Direct Paper System subject to the following provisions:
1) No transaction relating to investments in the Direct Paper System will be effected in the absence of Proper Instructions;
2) The Custodian may keep investments of the Fund in the Direct Paper System only if such investments are represented in the Direct Paper System Account, which account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers;
3) The records of the Custodian with respect to investments of the Fund which are maintained in the Direct Paper System shall identify by book-entry those investments belonging to the Fund;
4) The Custodian shall pay for investments purchased for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such payment and transfer of investments to the account of the Fund. The Custodian shall transfer investments sold for the account of the Fund upon the making of an entry on the records of the Custodian to reflect such transfer and receipt of payment for the account of the Fund;
5) The Custodian shall furnish the Fund confirmation of each transfer to or from the account of the Fund, in the form of a written advice or notice, of Direct Paper on the next business day following such transfer and shall furnish to the Fund copies of daily transaction sheets reflecting each days transaction in the Direct Paper System for the account of the Fund; and
6) The Custodian shall provide the Fund with any report on its system of internal accounting control as the Fund may reasonably request from time to time.
Section 2.11 Segregated Account. The Custodian shall, upon receipt of Proper Instructions, establish and maintain a segregated account or accounts for and on behalf of the Fund, into which account or accounts may be transferred cash and/or investments, including
investments maintained in an account by the Custodian pursuant to Section 2.10 hereof, (i) in accordance with the provisions of any agreement among the Fund, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Fund, (ii) for purposes of segregating cash or government investments in connection with options purchased, sold or written by the Fund or commodity futures contracts or options thereon purchased or sold by the Fund, (iii) for the purposes of compliance by the Fund with the procedures required by 1940 Act Release No. 10666, or any other procedures subsequently required under the 1940 Act relating to the maintenance of segregated accounts by registered investment companies, and (iv) for other purposes, but only, in the case of clause (iv) upon receipt of Proper Instructions specifying (a) the investments to be delivered, (b) setting forth the purpose for which such delivery is to be made, and (c) naming the person or persons to whom delivery of such investments shall be made.
Section 2.12 Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all United States federal and state tax purposes in connection with receipt of income or other payments with respect to domestic investments of the Fund held by it hereunder and in connection with transfers of such investments.
Section 2.13 Proxies. The Custodian shall, with respect to the domestic investments held hereunder, cause to be promptly executed by the registered holder of such investments, if the investments are registered otherwise than in the name of the Fund or a nominee of the Fund, all proxies without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Fund such proxies, all proxy soliciting materials received by the Custodian and all notices received relating to such investments.
Section 2.14 Communications Relating to Fund Investments. Subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the Fund all written information (including, without limitation, pendency of calls and maturities of domestic investments and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian in connection with the domestic investments being held for the Fund pursuant to this Agreement. With respect to tender or exchange offers, the Custodian shall transmit to the Fund all written information received by the Custodian, any agent appointed pursuant to Section 2.8 hereof, or any sub-custodian appointed pursuant to Section 1 hereof, from issuers of the domestic investments whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least two (2) New York Stock Exchange business days prior to the time such action must be taken under the terms of the tender, exchange offer or other similar transaction, and it will be the responsibility of the Custodian to timely transmit to the appropriate person(s) such notice. Where the Fund provides the Custodian with less than two (2) New York Stock Exchange business days notice of its desired action, the Custodian shall use its best efforts to timely transmit the Funds notice to
the appropriate person. It is expressly noted that the parties may agree to alternative procedures with respect to such two (2) New York Stock Exchange business days notice period on a selective and individual basis.
Section 2.15 Reports to Fund by Independent Public Accountants. The Custodian shall provide the Fund, at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding investments, futures contracts and options on futures contracts, including domestic investments deposited and/or maintained in a U.S. Securities System, relating to the services provided by the Custodian under this Agreement. Such reports shall be of sufficient scope and detail, as may reasonably be required by the Fund, to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and if there are no such inadequacies the reports shall so state.
Section 3. Duties of the Custodian with Respect to Certain Property of the Funds Held Outside of the United States
Section 3.1 Definitions. The following capitalized terms shall have the respective following meanings:
Foreign Securities System means a clearing agency or a securities depository listed on Schedule A hereto.
Foreign Sub-Custodian means a foreign banking institution set forth on Schedule A hereto.
Section 3.2 Holding Securities. The Custodian shall identify on its books as belonging to the Funds the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Funds, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Funds which are maintained in such account shall identify those securities as belonging to the Funds and (ii) the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.
Section 3.3 Foreign Securities Systems. Foreign securities shall be maintained in a Foreign Securities System in a designated country only through arrangements implemented by the Foreign Sub-Custodian in such country pursuant to the terms of this Agreement.
Section 3.4 Transactions in Foreign Custody Account.
3.4.1. Delivery of Foreign Securities. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Funds held by such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
(i) upon the sale of such foreign securities for the Funds in accordance with reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System in accordance with the rules governing the operation of the Foreign Securities System;
(ii) in connection with any repurchase agreement related to foreign securities;
(iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Funds;
(iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;
(v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;
(vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub- Custodians own negligence or willful misconduct;
(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;
(viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;
(ix) or delivery as security in connection with any borrowing by the Funds requiring a pledge of assets by the Funds;
(x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(xi) in connection with the lending of foreign securities; and
(xii) for any other proper purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a
proper Fund purpose, and naming the person or persons to whom delivery of such securities shall be made.
3.4.2. Payment of Fund Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Fund in the following cases only:
(i) upon the purchase of foreign securities for the Fund, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;
(ii) in connection with the conversion, exchange or surrender of foreign securities of the Fund;
(iii) for the payment of any expense or liability of the Fund, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;
(iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Fund, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;
(v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(vii) in connection with the borrowing or lending of foreign securities; and
(viii) for any other proper Fund purpose, but only upon receipt of Proper Instructions specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper Fund purpose, and naming the person or persons to whom such payment is to be made.
3.4.3. Market Conditions. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for foreign securities received for the account of the Funds and delivery of foreign securities maintained for the account of the Funds may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering foreign securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such foreign securities from such purchaser or dealer.
Section 3.5 Registration of Foreign Securities. The foreign securities maintained in the custody of a Foreign Custodian (other than bearer securities) shall be registered in the name of the applicable Fund or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Fund under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.
Section 3.6 Bank Accounts. A bank account or bank accounts opened and maintained outside the United States on behalf of a Fund with a Foreign Sub-Custodian shall be subject only to draft or order by the Custodian or such Foreign Sub-Custodian, acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Fund.
Section 3.7 Collection of Income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the foreign securities held hereunder to which the Funds shall be entitled and shall credit such income, as collected, to the applicable Fund. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.
Section 3.8 Proxies. With respect to the foreign securities held under this Section 3, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder proxy rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.
Section 3.9 Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the Fund written information (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith) received by the Custodian in connection with the foreign securities being held for the account of the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information so received by the Custodian in connection with the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer.
Section 3.10 Liability of Foreign Sub-Custodians and Foreign Securities Systems. Each agreement pursuant to which the Custodian employs as a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodians performance of such obligations. At the Funds election, the Funds shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent
that the Funds have not been made whole for any such loss, damage, cost, expense, liability or claim.
Section 3.11 Tax Law. The Custodian shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund or the Custodian as custodian of the Funds by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the obligations imposed on the Fund or the Custodian as custodian of the Funds by the tax law of countries set forth on Schedule A hereto, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.
Section 4. Payments for Repurchases or Redemptions and Sales of Shares.
From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares which have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of, and in accordance with, instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such written procedures and controls as may be mutually agreed upon from time to time between the Fund and the Custodian.
The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit to the account of the Fund such payments as are received by the distributor or the Transfer Agent, as the case may be, for Shares issued or sold from time to time. The Custodian will notify the Fund and the Transfer Agent of any payments for Shares received by it from time to time.
Section 5. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income.
The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board to keep the books of account of the Fund and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the Fund, shall itself keep such books of account and/ or compute such net asset value per Share. If so directed, the Custodian shall also (i) calculate daily the net income of the Fund as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income, and/ or (ii) advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Prospectus.
Section 6. Proper Instructions.
Proper Instructions, as such term is used throughout this Agreement, means either (i) a writing, including a facsimile transmission, signed by one or more persons as set forth on, and in accordance with, an Authorized Persons List, as such term is defined herein (each such instruction a "Written Proper Instruction"), (ii) a Client Originated Electronic Financial Instruction, as such term is defined in the Data Access Services Addendum hereto, given in accordance with the terms of such Addendum, or (iii) instructions received by the Custodian from a third party in accordance with any three-party agreement which requires a segregated asset account in accordance with Section 2.11.
Each Written Proper Instruction shall set forth a brief description of the type of transaction involved (choosing from among the types of transactions set forth on the Authorized Persons List), including a specific statement of the purpose for which such action is requested, and any modification to a Written Proper Instruction must itself be a Written Proper Instruction and subject to all the provisions herein relating to Written Proper Instructions. The Fund will provide the Custodian with an "Authorized Persons List," which list shall set forth (a) the names of the individuals (each an Authorized Person) who are authorized by the Board to give Written Proper Instructions with respect to the transactions described therein, and (b) the number of Authorized Persons whose signature or approval, as the case may be, is necessary for the Custodian to be able to act in accordance with such Written Proper Instructions with respect to a particular type of transaction. The Custodian may accept oral instructions or instructions delivered via electronic mail as Proper Instructions if the Custodian reasonably believes such instructions to have been given by an Authorized Person or Persons (as appropriate to the type of transaction); provided, however, that in no event will instructions delivered orally or via electronic mail be considered Proper Instructions with respect to transactions involving the movement of cash, securities or other assets of a Fund. The Custodian shall be entitled to rely upon instructions given in accordance with an Authorized Persons List until it actually receives written notice from the Board of the applicable Fund to the contrary.
Section 7. Evidence of Authority.
Subject to Section 9 hereof, the Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably and in good faith believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.
Section 8. Actions Permitted without Express Authority.
The Custodian may in its discretion and without express authority from the Fund:
1) make payments to itself or others for minor expenses of handling investments or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund;
2) surrender investments in temporary form for investments in definitive form;
3) endorse for collection, in the name of the Fund, checks, drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the investments and property of the Fund except as otherwise directed by the Board.
Section 9. Responsibility of Custodian.
The Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. Notwithstanding anything to the contrary herein, the Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, and it shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. In order for the indemnification provision contained in this Section to apply, it is understood that if in any case the Fund may be asked by the Custodian to indemnify or hold the Custodian harmless, the Fund shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the Custodian will use reasonable care to identify, and notify the Fund promptly concerning, any situation which presents or appears likely to present the probability of such a claim for indemnification. The Fund shall have the option to defend the Custodian against any claim which may be the subject of a claim for indemnification hereunder, and in the event that the Fund so elects, it will notify the Custodian thereof and, thereupon, (i) the Fund shall take over complete defense of the claim and (ii) the Custodian shall initiate no further legal or other expenses with respect to such claim. The Custodian shall in no case confess any claim or make any compromise with respect to any claim for which it will seek indemnity from the Fund except with the Fund's prior written consent. Nothing herein shall be construed to limit any right or cause of action on the part of the Custodian under this Agreement which is independent of any right or cause of action on the part of the Fund. The Custodian shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund or other such counsel as agreed to by the parties) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be entitled to rely upon, and shall have no duty of inquiry with respect to, the accuracy of any representation or warranty given to it by the Fund or any duly-authorized employee or agent thereof, and shall be without liability for any action reasonably taken or omitted by it in reliance thereon. Regardless of whether assets held pursuant to this Agreement are maintained in the custody of a foreign banking institution, a foreign securities depository, or a branch or affiliate of a U.S. bank, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from, or caused by, the direction of or authorization by the Fund to maintain custody of any securities or cash or other property of the Fund in a foreign country including, but not limited to, losses resulting from the nationalization or expropriation of assets, the imposition
of currency controls or restrictions, acts of war or terrorism or civil unrest, riots, revolutions, work stoppages, natural disasters or other similar events or acts.
Except as may arise from the Custodians own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by: (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions; (ii) errors by the Fund or its duly- appointed investment advisor in their instructions to the Custodian provided such instructions have been given in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodians sub- custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation or other body in charge of registering or transferring securities in the name of the Custodian, the Fund, the Custodians sub-custodians, nominees or agents, or any consequential losses arising out of such delay or failure to transfer such securities, including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) changes to any provision of any present or future law or regulation or order of the United States, or any state thereof, or of any other country or political subdivision thereof, or any order of any court of competent jurisdiction.
The Custodian shall be liable for the acts or omissions of a foreign banking institution acting as a sub-custodian hereunder to the same extent as set forth with respect to sub-custodians generally in this Agreement.
If the Fund requires the Custodian to take any action with respect to investments, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.
If the Custodian, or any of its affiliates, subsidiaries or agents, advances cash or investments to the Fund for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement), or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominees own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the Fund shall be security therefor, and should the Fund fail to repay the Custodian promptly the Custodian shall be entitled to utilize available cash and to dispose of the Fund assets to the extent necessary to obtain reimbursement, provided that the Custodian gives the Fund reasonable notice to repay such cash or securities advanced, and provided further that such notice requirement shall not preclude the Custodians right to assert and execute on such lien.
Except as may arise from the Custodians own negligence or willful misconduct, or the negligence or willful misconduct of a subcustodian or agent appointed by the Custodian, the Fund agrees to indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities which may be asserted against the Custodian (i) acting in accordance with any Proper Instruction, or (ii) for any acts or omissions of Chase Manhattan Bank N.A.
Notwithstanding any provision herein to the contrary, to the extent the Custodian is found to be liable hereunder for any loss, liability, claim, expense or damage, the Custodian shall be liable only for such loss, liability, claim, expense or damage which was reasonably foreseeable.
Section 10. Effective Period, Termination and Amendment.
This Agreement shall become effective as of the date of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto, and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing in the case of a termination by the Fund, and not sooner than one hundred eighty (180) days after the date of such delivery or mailing in the case of termination by the Custodian; provided, however that the Custodian shall not act under Section 2.9 hereof in the absence of receipt of an initial certificate of a Funds secretary, or an assistant secretary thereof, that the Board has approved the initial use of a particular U.S. Securities System, as required by the 1940 Act or any applicable Rule thereunder, and that the Custodian shall not act under Section 2.10 hereof in the absence of receipt of an initial certificate of a Funds secretary, or an assistant secretary thereof, that the Board has approved the initial use of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Funds articles of incorporation, agreement of trust, by-laws and/or registration statement (as applicable, the "Governing Documents"); and further provided that the Fund may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the United States Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.
Upon termination of the Agreement, the Fund shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its reasonable costs, expenses and disbursements, provided that the Custodian shall not incur any costs, expenses or disbursements specifically in connection with such termination unless it has received prior approval from the Fund, such approval not to be unreasonably withheld.
Section 11. Successor Custodian.
If a successor custodian shall be appointed by the Board, the Custodian shall, upon termination, deliver to such successor custodian at the offices of the Custodian, duly endorsed and in the form for transfer, all investments and other properties then held by it hereunder, and shall transfer to an account of the successor custodian all of the Funds investments held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a copy of a vote of the Board, certified by the secretary or an assistant secretary of the applicable Fund, deliver at the offices of the Custodian and transfer such investments, funds and other properties in accordance with such vote. In the event that no written order designating a successor custodian or certified copy of a vote of the Board shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection and having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $100,000,000, all property held by the Custodian under this Agreement and to transfer to an account of such successor custodian all of the Funds investments held in any Securities System; thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement.
In the event that any property held pursuant to this Agreement remains in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such property, and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect.
Section 12. General.
Section 12.1 Compensation of Custodian. The Custodian shall be entitled to compensation for its services and reimbursement of its expenses as Custodian as agreed upon from time to time between the Fund and the Custodian.
Section 12.2 Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.
Section 12.3 Records. The Custodian shall create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the Funds request, supply the Fund with a tabulation of investments owned by the Fund and held by the Custodian hereunder, and shall, when requested to do so by an officer of the Fund, and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.
Section 12.4 Opinion of Funds Independent Accountant. The Custodian shall take all reasonable action as the Fund may from time to time request to obtain from year to year favorable opinions from the Funds independent accountants with respect to its activities hereunder in connection with the preparation of the Funds Form N-1A, the preparation of the Funds Form N-SAR, the preparation of any other annual reports to the SEC with respect to the Fund, and with respect to any other requirements of the SEC.
Section 12.5 Interpretive and Additional Provisions. In connection with the operation of this Agreement, the Custodian and the Fund may from time to time agree 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 shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Governing Documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.
Section 12.6 Bond. The Custodian shall at all times maintain a bond in such form and amount as is acceptable to the Fund, which shall be issued by a reputable fidelity insurance company authorized to do business in the place where such bond is issued, against larceny and embezzlement, covering each officer and employee of the Custodian who may, singly or jointly with others, have access to securities or funds of the Fund, either directly or through authority to receive and carry out any certificate instruction, order request, note or other instrument required or permitted by this Agreement. The Custodian agrees that it shall not cancel, terminate or modify such bond insofar as it adversely affects the Fund except after written notice given to the Fund not less than 10 days prior to the effective date of such cancellation, termination or modification. The Custodian shall, upon request, furnish to the Fund a copy of each such bond and each amendment thereto.
Section 12.7 Confidentiality. The Custodian agrees to treat all records and other information relative to the Fund and its prior, present or future shareholders as confidential, and the Custodian, on behalf of itself and its employees, agrees to keep confidential all such information except, after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where the Custodian may be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities, or when so requested by the Fund.
Section 12.8 Exemption from Lien. Except as set forth in Section 9 hereof, the securities and other assets held by the Custodian hereunder shall not be subject to lien or charge of any kind in favor of the Custodian or any person claiming through the Custodian. Nothing herein shall be deemed to deprive the Custodian of its right to invoke any and all remedies available at law or equity to collect amounts due it under this Agreement.
Section 12.9 Assignment. This Agreement may not be assigned by either party without the written consent of the other, except that either party may assign its rights and obligations hereunder to a party controlling, controlled by, or under common control with such party.
Section 12.10 Prior Agreements. Without derogating the rights established thereunder prior to the date of this Agreement, this Agreement supersedes and terminates, as of the date hereof, all prior agreements between the Fund and the Custodian relating to the custody of Fund assets.
Section 12.11 Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute but one and the same Agreement.
Section 12.12 Notices. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.
To any Fund: | c/o T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, Maryland 21202 Attention: Carmen Deyesu Telephone: 410-345-6658 Telecopy: 410-685-8827/8830 |
To the Custodian: | State Street Bank and Trust Company 1776 Heritage Drive North Quincy, Massachusetts 02171, U.S.A. Attention: Carol C. Ayotte Telephone: 617-985-6894 Telecopy: 617-537-6321 |
Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.
Section 12.13 Entire Agreement. This Agreement (including all schedules, appendices, exhibits and attachments hereto) constitutes the entire Agreement between the parties with respect to the subject matter hereof.
Section 12.14 Headings Not Controlling. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
Section 12.15 Survival. All provisions regarding indemnification, confidentiality, warranty, liability and limits thereon shall survive following the expiration or termination of this Agreement.
Section 12.16 Severability. In the event any provision of this Agreement is held illegal, void or unenforceable, the balance shall remain in effect.
Section 12.17 The Parties. All references herein to the "Fund" are to each of the funds listed on Appendix A hereto individually, as if this Agreement were between such individual Fund and the Custodian. 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 the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warranties that (i) it has the requisite power and authority under applicable laws and its Governing Documents to enter into and perform this Agreement, (ii) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement, and (iii) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it.
Section 12.18 Directors and Trustees. It is understood and is expressly stipulated that neither the holders of Shares nor any member of the Board be personally liable hereunder. Whenever reference is made herein to an action required to be taken by the Board, such action may also be taken by the Boards executive committee.
Section 12.19 Massachusetts Business Trust. 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 of such trust, as the same may be amended from time to time (the Declaration of Trust). It is expressly agreed that the obligations of any such Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund as set forth in the applicable Declaration of Trust. In the case of each Fund which is a Massachusetts business trust (in each case, a Trust), the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer, of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.
Section 12.20 Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.
Section 12.21 Shareholder Communications Election. SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Funds name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian
no, the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian yes or does not check either yes or no below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Funds protection, the Rule prohibits the requesting company from using the Funds name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.
YES [ ] The Custodian is authorized to release the Funds name, address, and share positions.
NO [X] The Custodian is not authorized to release the Funds name, address, and share positions.
DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT
Addendum to the Custodian Agreement (as defined below) between each fund listed on Appendix A to the Custodian Agreement, as such Appendix A is amended from time to time (each such fund listed on Appendix A shall be individually referred to herein as the Fund), and State Street Bank and Trust Company (State Street).
PREAMBLE
WHEREAS, State Street has been appointed as custodian of certain assets of the Fund pursuant to a certain Custodian Agreement (the Custodian Agreement) dated as of January 28, 1998, and amended thereafter from time to time;
WHEREAS, State Street has developed and utilizes proprietary accounting and other systems, including State Streets proprietary Multicurrency HORIZONR Accounting System, in its role as custodian of the Fund, and maintains certain Fund-related data (Fund Data) in databases under the control and ownership of State Street (the Data Access Services); and
WHEREAS, State Street makes available to the Fund (and certain of the Funds agents as set forth herein) certain Data Access Services solely for the benefit of the Fund, and intends to provide additional services, consistent with the terms and conditions of this Addendum.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the parties agree as follows:
1. SYSTEM AND DATA ACCESS SERVICES
a. System. Subject to the terms and conditions of this Addendum and solely for the purpose of providing access to Fund Data as set forth herein, State Street hereby agrees to provide the Fund, or certain third parties approved by State Street that serve as the Funds investment advisors, investment managers or fund accountants (the Fund Accountants) or as the Funds independent auditors (the Auditor), with access to State Streets Multicurrency HORIZONR Accounting System and the other information systems described in Attachment A (collectively, the System) on a remote basis solely on the computer hardware, system software and telecommunication links described in Attachment B (the Designated Configuration) or on any designated substitute or back-up equipment configuration consented to in writing by State Street, such consent not to be unreasonably withheld.
b. Data Access Services. State Street agrees to make available to the Fund the Data Access Services subject to the terms and conditions of this Addendum and such data access operating standards and procedures as may be issued by State Street from time to time. The Fund shall be able to access the System to (i) originate electronic instructions to State Street in order to (a) effect the transfer or movement of cash or securities held under custody by State Street or (b) transmit accounting or other information (the transactions described in (i)(a) and (i)(b) above are referred to herein as Client Originated Electronic Financial Instructions), and (ii) access data for the purpose of reporting and analysis, which shall all be deemed to be Data Access Services for purposes of this Addendum.
c. Additional Services. State Street may from time to time agree to make available to the Fund additional Systems that are not described in the attachments to this Addendum. In the absence of any other written agreement concerning such additional systems, the term System shall include, and this Addendum shall govern, the Funds access to and use of any additional System made available by State Street and/or accessed by the Fund.
2. NO USE OF THIRD PARTY SYSTEMS-LEVEL SOFTWARE
State Street and the Fund acknowledge that in connection with the Data Access Services provided under this Addendum, the Fund will have access, through the Data Access Services, to Fund Data and to functions of State Streets proprietary systems; provided, however that in no event will the Fund have direct access to any third party systems-level software that retrieves data for, stores data from, or otherwise supports the System.
3. LIMITATION ON SCOPE OF USE
a. Designated Equipment; Designated Locations. The System and the Data Access Services shall be used and accessed solely on and through the Designated Configuration at the offices of the Fund or the Fund Accountants in Baltimore, Maryland or Owings Mills, Maryland (Designated Locations).
b. Designated Configuration; Trained Personnel. State Street and the Fund shall be responsible for supplying, installing and maintaining the Designated Configuration at the Designated Locations. State Street and the Fund agree that each will engage or retain the services of trained personnel to enable both parties to perform their respective obligations under this Addendum. State Street agrees to use commercially reasonable efforts to maintain the System so that it remains serviceable, provided, however, that State Street does not guarantee or assure uninterrupted remote access use of the System.
c. Scope of Use. The Fund will use the System and the Data Access Services only for the processing of securities transactions, the keeping of books of account for the Fund and accessing data for purposes of reporting and analysis. The Fund shall not, and shall cause its employees and agents not to (i) permit any unauthorized third party to use the System or the Data Access Services, (ii) sell, rent, license or otherwise use the System or the Data Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Data Access Services for any fund, trust or other investment vehicle), other than as set forth herein, without the prior written consent of State Street, (iv) allow access to the System or the Data Access Services through terminals or any other computer or telecommunications facilities located outside the Designated Locations, (v) allow or cause any information (other than portfolio holdings, valuations of portfolio holdings, and other information reasonably necessary for the management or distribution of the assets of the Fund) transmitted from State Streets databases, including data from third party sources, available through use of the System or the Data Access Services to be redistributed or retransmitted to another computer, terminal or other device for other than use for or on behalf of the Fund or (vi) modify the System in any way, including without limitation developing any software for or attaching any devices or computer programs to any equipment, system, software or database which forms a part of or is resident on the Designated Configuration.
d. Other Locations. Except in the event of an emergency or of a planned System shutdown, the Funds access to services performed by the System or to Data Access Services at the Designated Locations may be transferred to a different location only upon the prior written consent of State Street. In the event of an emergency or System shutdown, the Fund may use any back-up site included in the Designated Configuration or any other back-up site agreed to by State Street, which agreement will not be unreasonably withheld. The Fund may secure from State Street the right to access the System or the Data Access Services through computer and telecommunications facilities or devices complying with the Designated Configuration at additional locations only upon the prior written consent of State Street and on terms to be mutually agreed upon by the parties.
e. Title. Title and all ownership and proprietary rights to the System, including any enhancements or modifications thereto, whether or not made by State Street, are and shall remain with State Street.
f. No Modification. Without the prior written consent of State Street, the Fund shall not modify, enhance or otherwise create derivative works based upon the System, nor shall the Fund reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System.
g. Security Procedures. The Fund shall comply with data access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System on a remote basis and to access the Data Access Services. The Fund shall have access only to the Fund Data and authorized transactions agreed upon from time to time by State Street and, upon notice from State Street, the Fund shall discontinue remote use of the System and access to Data Access Services for any security reasons cited by State Street; provided, that, in such event, State Street shall, for a period not less than 180 days (or such other shorter period specified by the Fund) after such discontinuance, assume responsibility to provide accounting services under the terms of the Custodian Agreement.
h. Inspections. State Street shall have the right to inspect the use of the System and the Data Access Services by the Fund, the Fund Accountants and the Auditor to ensure compliance with this Addendum. The on-site inspections shall be upon prior written notice to Fund, the Fund Accountants and the Auditor and at reasonably convenient times and frequencies so as not to result in an unreasonable disruption of the Funds or the Fund Accountants or the Auditor respective businesses.
4. PROPRIETARY INFORMATION
a. Proprietary Information. The Fund acknowledges and State Street represents that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation and other information made available to the Fund by State Street as part of the Data Access Services and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Fund shall be deemed proprietary and confidential information of State Street (hereinafter Proprietary Information). The Fund agrees that it will hold such Proprietary Information in the strictest confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees or agents who are permitted access to the Proprietary Information to satisfy its obligations hereunder. The Fund further acknowledges that State Street shall not be required to provide the Fund Accountants or the Auditor with access to the System unless it has first received from the Fund Accountants and the Auditor an undertaking with respect to State Streets Proprietary Information in the form of Attachment C and/or Attachment C-1 to this Addendum. The Fund shall use all commercially reasonable efforts to assist State Street in identifying and preventing any unauthorized use, copying or disclosure of the Proprietary Information or any portions thereof or any of the logic, formats or designs contained therein.
b. Cooperation. Without limitation of the foregoing, the Fund shall advise State Street immediately in the event the Fund learns or has reason to believe that any person to whom the Fund has given access to the Proprietary Information, or any portion thereof, has violated or intends to violate the terms of this Addendum, and the Fund will, at its reasonable expense, cooperate with State Street in seeking injunctive or other equitable relief in the name of the Fund or State Street against any such person.
c. Injunctive Relief. The Fund acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law. In addition, State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.
d. Survival. The provisions of this Section 4 shall survive the termination of this Addendum.
5. LIMITATION ON LIABILITY
a. Standard of Care and Limitation on Amount and Time for Bringing Action. State Street shall be held to a standard of reasonable care with respect to all of its duties and obligations under this Addendum. The Fund agrees that any liability of State Street to the Fund or any third party arising with respect to the System or State Streets provision of Data Access Services under this Data Access Services Addendum shall be limited to the amount paid by the Fund for the preceding 24 months for such services. The foregoing limitation shall relate solely to State Streets provision of the Data Access Services pursuant to this Addendum and is not intended to limit State Streets responsibility to perform in accordance
with the Custodian Agreement, including its duty to act in accordance with Proper Instructions. In no event shall State Street be liable to the Fund or any other party pursuant to this Addendum for any special, indirect, punitive or consequential damages even if advised of the possibility of such damages. No action, regardless of form, arising out of the terms of this Addendum may be brought by the Fund more than two years after the Fund has knowledge that the cause of action has arisen.
b. Limited Warranties. NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET.
c. Third-Party Data. Organizations from which State Street may obtain certain data included in the System or the Data Access Services are solely responsible for the contents of such data, and State Street shall have no liability for claims arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof.
d. Regulatory Requirements. As between State Street and the Fund, the Fund shall be solely responsible for the accuracy of any accounting statements or reports produced using the Data Access Services and the System and the conformity thereof with any requirements of law.
e. Force Majeure. Neither party shall be liable for any costs or damages due to delay or nonperformance under this Data Access Services Addendum arising out of any cause or event beyond such partys control, including, without limitation, cessation of services hereunder or any damages resulting therefrom to the other party as a result of work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action, or communication disruption.
6. INDEMNIFICATION
The Fund agrees to indemnify and hold State Street harmless from any loss, damage or expense including reasonable attorneys fees, (a loss) suffered by State Street arising from (i) the negligence or willful misconduct in the use by the Fund of the Data Access Services or the System, including any loss incurred by State Street resulting from a security breach at the Designated Locations or committed by the Funds employees or agents or the Fund Accountants or the and Auditor, and (ii) any loss resulting from incorrect Client Originated Electronic Financial Instructions. State Street shall be entitled to rely on the validity and authenticity of Client Originated Electronic Financial Instructions without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by State Street from time to time.
7. FEES
Fees and charges for the use of the System and the Data Access Services and related payment terms shall be as set forth in the custody fee schedule in effect from time to time between the parties (the Fee Schedule). Any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and
personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street) shall be borne by the Fund. Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.
8. TRAINING, IMPLEMENTATION AND CONVERSION
a. Training. State Street agrees to provide training, at a designated State Street training facility or at the Designated Locations, to the Funds personnel in connection with the use of the System on the Designated Configuration. The Fund agrees that it will set aside, during regular business hours or at other times agreed upon by both parties, sufficient time to enable all operators of the System and the Data Access Services, designated by the Fund, to receive the training offered by State Street pursuant to this Addendum.
b. Installation and Conversion. State Street and the Fund shall be responsible for the technical installation and conversion (Installation and Conversion) of the Designated Configuration. The Fund shall have the following responsibilities in connection with Installation and Conversion of the System:
(i) The Fund shall be solely responsible for the timely acquisition and maintenance of the hardware and software that attach to the Designated Configuration in order to use the Data Access Services at the Designated Locations, and
(ii) State Street and the Fund each agree that they will assign qualified personnel to actively participate during the Installation and Conversion phase of the System implementation to enable both parties to perform their respective obligations under this Addendum.
9. SUPPORT
During the term of this Addendum, State Street agrees to provide the support services set out in Attachment D to this Addendum.
10. TERM
a. Term. This Addendum shall become effective on the date of its execution by State Street and shall remain in full force and effect until terminated as herein provided.
b. Termination. Either party may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days prior written notice in the case of notice of termination by State Street to the Fund or thirty (30) days notice in the case of notice from the Fund to State Street of termination; or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. In the event the Fund shall cease doing business, shall become subject to proceedings under the bankruptcy laws (other than a petition for reorganization or similar proceeding) or shall be adjudicated bankrupt, this Addendum and the rights granted hereunder shall, at the option of State Street, immediately terminate with
notice to the Fund. This Addendum shall in any event terminate as to any Fund within ninety (90) days after the termination of the Custodian Agreement.
c. Termination of the Right to Use. Upon termination of this Addendum for any reason, any right to use the System and access to the Data Access Services shall terminate and the Fund shall immediately cease use of the System and the Data Access Services. Immediately upon termination of this Addendum for any reason, the Fund shall return to State Street all copies of documentation and other Proprietary Information in its possession; provided, however, that in the event that either party terminates this Addendum or the Custodian Agreement for any reason other than the Funds breach, State Street shall provide the Data Access Services for a period of time and at a price to be agreed upon in writing by the parties.
11. MISCELLANEOUS
a. Year 2000. State Street will take all steps necessary to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi-century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years. If any changes are required, State Street will make the changes to its products at no cost to the Fund and in a commercially reasonable time frame and will require third- party suppliers to do likewise.
b. Assignment; Successors. This Addendum and the rights and obligations of the Fund and State Street hereunder shall not be assigned by either party without the prior written consent of the other party, except that State Street may assign this Addendum to a successor of all or a substantial portion of its business, or to a party controlling, controlled by, or under common control with State Street.
c. Survival. All provisions regarding indemnification, warranty, liability and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive the termination of this Addendum.
d. Entire Agreement. This Addendum and the attachments hereto constitute the entire understanding of the parties hereto with respect to the Data Access Services and the use of the System and supersedes any and all prior or contemporaneous representations or agreements, whether oral or written, between the parties as such may relate to the Data Access Services or the System, and cannot be modified or altered except in a writing duly executed by the parties. This Addendum is not intended to supersede or modify the duties and liabilities of the parties hereto under the Custodian Agreement or any other agreement between the parties hereto except to the extent that any such agreement specifically refers to the Data Access Services or the System. No single waiver or any right hereunder shall be deemed to be a continuing waiver.
e. Severability. If any provision or provisions of this Addendum shall be held to be invalid, unlawful, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
f. Governing Law. This Addendum shall be interpreted and construed in accordance with the internal laws of The Commonwealth of Massachusetts without regard to the conflict of laws provisions thereof.
ATTACHMENT A
Multicurrency HORIZON® Accounting System
System Product Description
I. The Multicurrency HORIZONR Accounting System is designed to provide lot level portfolio and general ledger accounting for SEC and ERISA type requirements and includes the following services: 1) recording of general ledger entries; 2) calculation of daily income and expense; 3) reconciliation of daily activity with the trial balance, and 4) appropriate automated feeding mechanisms to (i) domestic and international settlement systems, (ii) daily, weekly and monthly evaluation services, (iii) portfolio performance and analytic services, (iv) customers internal computing systems and (v) various State Street provided information services products.
II. GlobalQuestR GlobalQuestR is designed to provide customer access to the following information maintained on The Multicurrency HORIZONR Accounting System: 1) cash transactions and balances; 2) purchases and sales; 3) income receivables; 4) tax refund; 5) daily priced positions; 6) open trades; 7) settlement status; 8) foreign exchange transactions; 9) trade history; and 10) daily, weekly and monthly evaluation services.
III. HORIZONR Gateway. HORIZONR Gateway provides customers with the ability to (i) generate reports using information maintained on the Multicurrency HORIZONR Accounting System which may be viewed or printed at the customers location; (ii) extract and download data from the Multicurrency HORIZONR Accounting System; and (iii) access previous day and historical data. The following information which may be accessed for these purposes: 1) holdings; 2) holdings pricing; 3) transactions, 4) open trades; 5) income; 6) general ledger and 7) cash.
IV. State Street Interchange. State Street Interchange is an open information delivery architecture wherein proprietary communication products, data formats and workstation tools are replaced by industry standards and is designed to enable the connection of State Streets network to customer networks, thereby facilitating the sharing of information.
ATTACHMENT C
Undertaking
(Fund Accountants)
The undersigned understands that in the course of its employment as Fund Accountant to each fund listed on Appendix A (as amended from time to time) to that certain Custodian Agreement dated as of January 28, 1998 (the Fund), it will have access to State Street Bank and Trust Companys Multicurrency HORIZON Accounting System and other information systems (collectively, the System).
The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation, and other information made available to the Undersigned by State Street Bank and Trust Company (State Street) as part of the Data Access Services provided to the Fund and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter Proprietary Information). The undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder.
The undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion.
Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession.
[The Fund Accountants] | ||
By: | ______________________________ | |
Title: | ______________________________ | |
Date: | ______________________________ |
ATTACHMENT C-1
Undertaking
(Auditor)
The undersigned understands that in the course of its employment as Auditor to each fund listed on Appendix A (as amended from time to time) to that certain Custodian Agreement dated as of January 28, 1998 (the Fund) it will have access to State Street Bank and Trust Companys Multicurrency HORIZON Accounting System and other information systems (collectively, the System).
The undersigned acknowledges that the System and the databases, computer programs, screen formats, report formats, interactive design techniques, documentation, and other information made available to the Undersigned by State Street Bank and Trust Company (State Street) as part of the Data Access Services provided to the Fund and through the use of the System constitute copyrighted, trade secret, or other proprietary information of substantial value to State Street. Any and all such information provided by State Street to the Undersigned shall be deemed proprietary and confidential information of State Street (hereinafter Proprietary Information). The undersigned agrees that it will hold such Proprietary Information in confidence and secure and protect it in a manner consistent with its own procedures for the protection of its own confidential information and to take appropriate action by instruction or agreement with its employees who are permitted access to the Proprietary Information to satisfy its obligations hereunder.
The undersigned will not attempt to intercept data, gain access to data in transmission, or attempt entry into any system or files for which it is not authorized. It will not intentionally adversely affect the integrity of the System through the introduction of unauthorized code or data, or through unauthorized deletion.
Upon notice by State Street for any reason, any right to use the System and access to the Data Access Services shall terminate and the Undersigned shall immediately cease use of the System and the Data Access Services. Immediately upon notice by State Street for any reason, the undersigned shall return to State Street all copies of documentation and other Proprietary Information in its possession.
[The Auditor] | ||
By: | ______________________________ | |
Title: | ______________________________ | |
Date: | ______________________________ |
ATTACHMENT D
Support
During the term of this Addendum, State Street agrees to provide the following on-going support services:
a. Telephone Support. The Fund Designated Persons may contact State Streets HORIZONR Help Desk and Fund Assistance Center between the hours of 8 a.m. and 6 p.m. (Eastern time) on all business days for the purpose of obtaining answers to questions about the use of the System, or to report apparent problems with the System. From time to time, the Fund shall provide to State Street a list of persons who shall be permitted to contact State Street for assistance (such persons being referred to as the Fund Designated Persons).
b. Technical Support. State Street will provide technical support to assist the Fund in using the System and the Data Access Services. The total amount of technical support provided by State Street shall not exceed 10 resource days per year. State Street shall provide such additional technical support as is expressly set forth in the fee schedule in effect from time to time between the parties (the Fee Schedule). Technical support, including during installation and testing, is subject to the fees and other terms set forth in the Fee Schedule.
c. Maintenance Support. State Street shall use commercially reasonable efforts to correct system functions that do not work according to the System Product Description as set forth on Attachment A in priority order in the next scheduled delivery release or otherwise as soon as is practicable.
d. System Enhancements. State Street will provide to the Fund any enhancements to the System developed by State Street and made a part of the System; provided that State Street offer the Fund reasonable training on the enhancement. Charges for system enhancements shall be as provided in the Fee Schedule. State Street retains the right to charge for related systems or products that may be developed and separately made available for use other than through the System.
e. Custom Modifications. In the event the Fund desires custom modifications in connection with its use of the System, the Fund shall make a written request to State Street providing specifications for the desired modification. Any custom modifications may be undertaken by State Street in its sole discretion in accordance with the Fee Schedule.
f. Limitation on Support. State Street shall have no obligation to support the Funds use of the System: (1) for use on any computer equipment or telecommunication facilities which does not conform to the Designated Configuration or (ii) in the event the Fund has modified the System in breach of this Addendum.
In Witness Whereof, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the date and year first written above.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T.
Rowe Price International Stock Fund
T.
Rowe Price International Discovery Fund
T.
Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T.
Rowe Price Global Government Bond Fund
T.
Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T.
Rowe Price Emerging Markets Stock Fund
T.
Rowe Price Global Stock Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE
TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term
Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia
Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
New
Jersey Tax-Free Bond Fund
Georgia
Tax-Free Bond Fund
Florida
Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California
Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
Foreign Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T.
Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE SPECTRUM
FUND, INC.
Spectrum Growth Fund
Spectrum Income
Fund
Spectrum
International Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE
BOND
FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T.
ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T.
Rowe Price Summit Limited-Term Bond Fund
T.
Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE EQUITY
SERIES, INC.
T. Rowe Price Equity Income
Portfolio
T.
Rowe Price New America Growth Portfolio
T.
Rowe Price Personal Strategy Balanced
Portfolio
T. Rowe Price
Mid-Cap Growth Portfolio
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE FIXED INCOME
SERIES, INC.
T. Rowe Price Limited-Term
Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T.
Rowe Price Personal Strategy Growth Fund
T.
Rowe Price Personal Strategy Income Fund
T. ROWE PRICE VALUE FUND, INC.
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap
Equity Growth Fund
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH
FUND,
INC.
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T.
ROWE PRICE SMALL CAP STOCK FUND, INC.
T.
Rowe Price Small Cap Stock Fund
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE TAX EFFICIENT BALANCED FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Government
Reserve Investment Fund
Reserve
Investment Fund
Signature attested to: | Executed on Behalf of each Fund: |
/s/Suzanne E. Fraunhoffer | /s/Carmen Deyesu |
By:__________________________________ Name: Suzanne E. Fraunhoffer Title: Legal Assistant | By:__________________________________ Name: Carmen Deyesu Title: Treasurer for each of the foregoing |
Signature attested to: | State Street Bank and Trust Company |
/s/Glenn Ciotti | /s/Ronald E. Logue |
By:__________________________________ Name: Glenn Ciotti Title: VP & Assoc. Counsel | By:__________________________________ Name: Ronald E. Logue Title: Executive Vice President |
Schedule A
Country | Subcustodian | Central Depository |
United Kingdom | State Street Bank and Trust Company | None; The Bank of England The Central Gilts Office (CGO); The Central Moneymarkets Office (CMO) |
Euroclear (The Euroclear System)/State Street London Limited
Appendix A
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE NEW HORIZONS FUND, INC.
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PRIME RESERVE FUND, INC.
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T.
Rowe Price International Stock Fund
T.
Rowe Price International Discovery Fund
T.
Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T.
Rowe Price Global Government Bond Fund
T.
Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T.
Rowe Price Emerging Markets Stock Fund
T.
Rowe Price Global Stock Fund
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE GNMA FUND
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE STATE
TAX-FREE INCOME TRUST
Maryland Tax-Free Bond Fund
Maryland Short-Term
Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia
Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
New
Jersey Tax-Free Bond Fund
Georgia
Tax-Free Bond Fund
Florida
Insured Intermediate Tax-Free Fund
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California
Tax-Free Money Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign
Equity Fund
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T.
Rowe Price Extended Equity Market Index Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE SPECTRUM
FUND, INC.
Spectrum Growth Fund
Spectrum Income
Fund
Spectrum
International Fund
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE TAX-FREE INSURED INTERMEDIATE BOND
FUND,
INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T.
ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T.
Rowe Price Summit Limited-Term Bond Fund
T.
Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE EQUITY
SERIES, INC.
T. Rowe Price Equity Income
Portfolio
T.
Rowe Price New America Growth Portfolio
T.
Rowe Price Personal Strategy Balanced
Portfolio
T. Rowe Price
Mid-Cap Growth Portfolio
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE FIXED INCOME
SERIES, INC.
T. Rowe Price Limited-Term
Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T.
Rowe Price Personal Strategy Growth Fund
T.
Rowe Price Personal Strategy Income Fund
T. ROWE PRICE VALUE FUND, INC.
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
INSTITUTIONAL
EQUITY FUNDS, INC.
Mid-Cap Equity Growth Fund
T.
ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH
FUND, INC.
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE SMALL CAP STOCK FUND,
INC.
T. Rowe Price Small Cap Stock
Fund
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE TAX EFFICIENT BALANCED FUND, INC.
RESERVE
INVESTMENT FUNDS, INC.
Government Reserve Investment
Fund
Reserve
Investment Fund
AMENDMENT
NO. 1
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of November 4, 1998, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price International Growth & Income Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES,
INC.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T.
Rowe Price Personal Strategy Balanced Portfolio
T.
Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap
Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign
Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government
Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE
PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT BALANCED FUND, INC.
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit Limited-Term Bond
Fund
T. Rowe Price Summit GNMA Fund
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit
Municipal Money Market Fund
T. Rowe Price Summit Municipal
Intermediate Fund
T. Rowe Price Summit Municipal Income
Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/Stephen F. Brown |
By:_____________________________________ |
Stephen F. Brown, Vice President |
AMENDMENT
NO. 2
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 21, 1999, by adding thereto T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Balanced Fund and T. Rowe Price Tax-Efficient Growth Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES,
INC.
T. Rowe Price Equity Income Portfolio
T. Rowe Price New America Growth Portfolio
T.
Rowe Price Personal Strategy Balanced Portfolio
T.
Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Mid-Cap
Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign
Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve
Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient
Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit Limited-Term Bond Fund
T. Rowe Price Summit
GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 3
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998 and April 21, 1999 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 9, 2000, by adding thereto Institutional Equity Funds, Inc., on behalf of Institutional Large- Cap Value Fund and Institutional Small-Cap Stock Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Equity Income Portfolio
T. Rowe Price New
America Growth Portfolio
T. Rowe Price Personal Strategy
Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional
Large-Cap Value Fund
Institutional Small-Cap Stock
Fund
Mid-Cap Equity Growth Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve Investment Fund
Government
Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE
PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient
Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit Limited-Term Bond
Fund
T. Rowe Price Summit GNMA Fund
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit
Municipal Money Market Fund
T. Rowe Price Summit Municipal
Intermediate Fund
T. Rowe Price Summit Municipal Income
Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 4
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, and February 9, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 19, 2000, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Europe & Mediterranean Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Equity Income Portfolio
T. Rowe Price New
America Growth Portfolio
T. Rowe Price Personal Strategy
Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional
Large-Cap Value Fund
Institutional Small-Cap Stock
Fund
Institutional Mid-Cap Equity Growth Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve
Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient
Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit Limited-Term Bond Fund
T. Rowe Price Summit
GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 5
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, and April 19, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 18, 2000, by adding thereto T. Rowe Price Developing Technologies Fund, Inc., T. Rowe Price Global Technology Fund, Inc., and T. Rowe Price U.S. Bond Index Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Equity Income Portfolio
T. Rowe Price New
America Growth Portfolio
T. Rowe Price Personal Strategy
Balanced Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional
Large-Cap Value Fund
Institutional Small-Cap Stock
Fund
Institutional Mid-Cap Equity Growth Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve
Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient
Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit Limited-Term Bond
Fund
T. Rowe Price Summit GNMA Fund
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price Summit
Municipal Money Market Fund
T. Rowe Price Summit Municipal
Intermediate Fund
T. Rowe Price Summit Municipal Income
Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 6
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000 and July 18, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 25, 2000, by adding thereto T. Rowe Price International Index Fund, Inc., on behalf of T. Rowe Price International Equity Index Fund; T. Rowe Price Tax-Efficient Funds, Inc., on behalf of T. Rowe Price Tax-Efficient Multi-Cap Growth Fund; and T. Rowe Price Equity Series, Inc., on behalf of T. Rowe Price Blue Chip Growth Portfolio, T. Rowe Price Equity Index 500 Portfolio, and T. Rowe Price Health Sciences Portfolio.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
INSTITUTIONAL
EQUITY FUNDS, INC.
Institutional Large-Cap Value Fund
Institutional Small-Cap Stock Fund
Institutional
Mid-Cap Equity Growth Fund
INSTITUTIONAL INTERNATIONAL FUNDS, INC.
Foreign
Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International
Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve
Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Virginia
Short-Term Tax-Free Bond Fund
Florida Intermediate
Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price Tax-Efficient
Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T.
ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury
Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS,
INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit Limited-Term Bond Fund
T.
Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 7
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, and October 25, 2000 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 7, 2001, by adding thereto T. Rowe Price State Tax-Free Income Trust, on behalf of Maryland Tax-Free Money Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional
Large-Cap Value Fund
Institutional Small-Cap Stock
Fund
Institutional Mid-Cap Equity Growth Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International
Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
RESERVE INVESTMENT FUNDS, INC.
Reserve
Investment Fund
Government Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM U.S. GOVERNMENT FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Virginia Short-Term Tax-Free Bond
Fund
Florida Intermediate Tax-Free Fund
Georgia
Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit Limited-Term Bond Fund
T. Rowe Price Summit
GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice President |
AMENDMENT
NO. 8
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, and February 7, 2001 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2001, by adding thereto Institutional Equity Funds, Inc., on behalf of Institutional Large-Cap Growth Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
INSTITUTIONAL EQUITY FUNDS, INC.
Institutional
Large-Cap Value Fund
Institutional Small-Cap Stock
Fund
Institutional Mid-Cap Equity Growth Fund
Institutional Large-Cap Growth Fund
INSTITUTIONAL
INTERNATIONAL FUNDS, INC.
Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International
Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 9
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, and July 24, 2001 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 24, 2002, by adding thereto T. Rowe Price Institutional Income Funds, Inc., on behalf of T. Rowe Price Institutional High Yield Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Small-Cap Stock Fund
T. Rowe Price
Institutional Mid-Cap Equity Growth Fund
T. Rowe Price
Institutional Large-Cap Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE
PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe
Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Stock Fund
T. Rowe Price European Stock
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Global Stock
Fund
T. Rowe Price International Growth & Income
Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T.
ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury
Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS,
INC.
T. Rowe Price Summit Cash Reserves Fund
T. Rowe Price Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL
FUNDS, INC.
T. Rowe Price Summit Municipal Money Market
Fund
T. Rowe Price Summit Municipal Intermediate Fund
T. Rowe Price Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Ronald E. Logue |
By:_____________________________________ |
Ronald E. Logue, Vice Chairman |
AMENDMENT
NO. 10
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, and April 24, 2002 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2002, by adding thereto T. Rowe Price Inflation Protected Bond Fund, Inc.; T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Emerging Markets Equity Fund; T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2010 Fund, T. Rowe Price Retirement 2020 Fund, T. Rowe Price Retirement 2030 Fund, and T. Rowe Price Retirement 2040 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T.
ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T. Rowe
Price Institutional Large-Cap Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE
PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe
Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Stock Fund
T. Rowe Price European Stock
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Global Stock
Fund
T. Rowe Price International Growth & Income
Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement
2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 11
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, and July 24, 2002 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of September 4, 2002, by adding thereto T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement Income Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets Equity
Fund
T. Rowe Price Institutional Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International
Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T.
Rowe Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement
2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New York Tax-Free Money Fund
New
Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia
Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 12
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, and September 4, 2002 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 23, 2003, by adding thereto T. Rowe Price Institutional Equity Funds, Inc., on behalf of T. Rowe Price Institutional Large-Cap Core Growth Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets Equity
Fund
T. Rowe Price Institutional Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price International Equity Index Fund
T. ROWE
PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International
Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T. Rowe Price Personal Strategy Balanced Fund
T.
Rowe Price Personal Strategy Growth Fund
T. Rowe Price
Personal Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement
2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida
Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth
Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 13
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, and July 23, 2003 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 22, 2003, by adding thereto T. Rowe Price Diversified Mid-Cap Growth Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T. Rowe
Price Institutional Large-Cap Growth Fund
T. Rowe Price
Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional High Yield Fund
T. ROWE
PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T. Rowe
Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Stock Fund
T. Rowe Price European Stock
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Global Stock
Fund
T. Rowe Price International Growth & Income
Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement
2020 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 14
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, and October22, 2003 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 4, 2004, by adding thereto T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2005 Fund, T. Rowe Price Retirement 2015 Fund, T. Rowe Price Retirement 2025 Fund, and T. Rowe Price Retirement 2035 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets Equity
Fund
T. Rowe Price Institutional Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free
Money Fund
Maryland Tax-Free Bond Fund
Maryland
Short-Term Tax-Free Bond Fund
New York Tax-Free Bond
Fund
New York Tax-Free Money Fund
New
Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia
Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 15
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, and February 4, 2004 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of September 20, 2004 by adding thereto T. Rowe Price Institutional Income Funds, Inc., on behalf of T. Rowe Price Institutional Core Plus Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T.
ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T. Rowe
Price Institutional Large-Cap Growth Fund
T. Rowe Price
Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets Equity
Fund
T. Rowe Price Institutional Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 16
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, and September 20, 2004 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of March 2, 2005 by adding thereto T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2045 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T. Rowe
Price Institutional Large-Cap Growth Fund
T. Rowe Price
Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets Equity
Fund
T. Rowe Price Institutional Foreign Equity Fund
T.
ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price
International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Stock Fund
T. Rowe Price European Stock Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Global Bond
Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price Emerging
Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free
Money Fund
Maryland Tax-Free Bond Fund
Maryland
Short-Term Tax-Free Bond Fund
New York Tax-Free Bond
Fund
New York Tax-Free Money Fund
New
Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia
Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 17
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, and March 2, 2005 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 19, 2006 by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Global Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES,
INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T.
Rowe Price Equity Index 500 Portfolio
T. Rowe Price
Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth
Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T.
Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T. Rowe
Price Institutional Large-Cap Growth Fund
T. Rowe Price
Institutional Large-Cap Core Growth Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets Equity
Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T. ROWE
PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International
Bond Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Stock Fund
T.
Rowe Price European Stock Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Global Bond Fund
T.
Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price Emerging Markets Bond Fund
T.
Rowe Price Emerging Markets Stock Fund
T. Rowe Price
Global Stock Fund
T. Rowe Price International Growth
& Income Fund
T. Rowe Price Emerging Europe &
Mediterranean Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Maryland Tax-Free
Money Fund
Maryland Tax-Free Bond Fund
Maryland
Short-Term Tax-Free Bond Fund
New York Tax-Free Bond
Fund
New York Tax-Free Money Fund
New
Jersey Tax-Free Bond Fund
Virginia Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia
Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 18
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, and April 19, 2006 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 19, 2006 by adding thereto T. Rowe Price Short- Term Income Fund, Inc. and T. Rowe Price Institutional Equity Funds, Inc., on behalf of T. Rowe Price Institutional Concentrated Large- Cap Value Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Concentrated
Large-Cap Value
Fund
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
T. Rowe Price Institutional Core
Plus Fund
T. Rowe Price Institutional High Yield Fund
T.
ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Stock Fund
T. Rowe Price European Stock
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T.
ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 19
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, and July 19, 2006 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 18, 2006 by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Emerging Markets Bond Fund, T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Overseas Stock Fund and T. Rowe Price Retirement Funds, Inc., on behalf of T. Rowe Price Retirement 2050 Fund and T. Rowe Price Retirement 2055 Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Value Fund
T. Rowe Price Institutional
Small-Cap Stock Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Large-Cap
Growth Fund
T. Rowe Price Institutional Large-Cap Core
Growth Fund
T. Rowe Price Institutional Concentrated
Large-Cap Value
Fund
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
T. Rowe Price Institutional Core
Plus Fund
T. Rowe Price Institutional High Yield Fund
T.
ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price Institutional Emerging Markets Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Stock Fund
T. Rowe Price European Stock
Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T.
Rowe Price Overseas Stock Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Reserve Investment Fund
T. Rowe Price Government
Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Maryland
Tax-Free Money Fund
Maryland Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond Fund
New
York Tax-Free Bond Fund
New York Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
Virginia
Tax-Free Bond Fund
Florida Intermediate Tax-Free Fund
Georgia Tax-Free Bond Fund
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC.
T. Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient Growth Fund
T.
Rowe Price Tax-Efficient Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE INTERMEDIATE BOND FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Money Market Fund
T. Rowe
Price Summit Municipal Intermediate Fund
T. Rowe Price
Summit Municipal Income Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 20
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, and October 18, 2006 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 24, 2007 by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional International Bond Fund; and by removing Florida Intermediate Tax-Free Fund and T. Rowe Price Tax-Free Intermediate Bond, Inc. which were merged into the T. Rowe Price Summit Municipal Intermediate Fund on November 13, 2006.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Concentrated Large-Cap Value
Fund
T. Rowe Price Institutional Large-Cap Core Growth
Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets Bond
Fund
T. Rowe Price Institutional Emerging Markets Equity
Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T.
Rowe Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Emerging Markets Bond Fund
T.
Rowe Price Emerging Markets Stock Fund
T. Rowe Price
Emerging Europe & Mediterranean Fund
T. Rowe Price
European Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Growth &
Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Overseas Stock Fund
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth
Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit GNMA Fund
T.
ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price
Summit Municipal Income Fund
T. Rowe Price Summit Municipal
Intermediate Fund
T. Rowe Price Summit Municipal Money
Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 21
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, and April 24, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of June 12, 2007, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Africa & Middle East Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Concentrated Large-Cap Value
Fund
T. Rowe Price Institutional Large-Cap Core Growth
Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Emerging Markets Bond
Fund
T. Rowe Price Institutional Emerging Markets Equity
Fund
T. Rowe Price Institutional Foreign Equity Fund
T. Rowe Price Institutional Global Equity Fund
T.
Rowe Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Emerging
Europe & Mediterranean Fund
T. Rowe Price European
Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Bond Fund
T. Rowe Price International Discovery
Fund
T. Rowe Price International Growth & Income
Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Overseas Stock Fund
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 2050 Fund
T. Rowe Price Retirement 2055 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE
PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth
Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T.
ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury
Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 22
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, and June 12, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 24, 2007, by adding thereto T. Rowe Price Institutional Equity Funds, Inc., on behalf of T. Rowe Price Institutional U.S. Structured Research Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES,
INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T.
Rowe Price Equity Index 500 Portfolio
T. Rowe Price
Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth
Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Concentrated Large-Cap Value
Fund
T. Rowe Price Institutional Large-Cap Core Growth
Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
T. Rowe Price Institutional Core
Plus Fund
T. Rowe Price Institutional High Yield Fund
T.
ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Emerging
Europe & Mediterranean Fund
T. Rowe Price European
Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T. Rowe Price International Discovery Fund
T.
Rowe Price International Growth & Income Fund
T.
Rowe Price International Stock Fund
T. Rowe Price Japan
Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 2050 Fund
T.
Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Georgia Tax-Free
Bond Fund
Maryland Short-Term Tax-Free Bond Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth
Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T.
ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury
Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 23
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, and July 24, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 23, 2007, by adding thereto T. Rowe Price Institutional Income Funds, Inc., on behalf of T. Rowe Price Institutional Floating Rate Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES,
INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T.
Rowe Price Equity Index 500 Portfolio
T. Rowe Price
Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth
Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Concentrated Large-Cap Value
Fund
T. Rowe Price Institutional Large-Cap Core Growth
Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
T. Rowe Price Institutional Core
Plus Fund
T. Rowe Price Institutional Floating Rate
Fund
T. Rowe Price Institutional High Yield Fund
T.
ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Emerging
Europe & Mediterranean Fund
T. Rowe Price European
Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement 2045 Fund
T.
Rowe Price Retirement 2050 Fund
T. Rowe Price Retirement
2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth
Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit GNMA Fund
T.
ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price
Summit Municipal Income Fund
T. Rowe Price Summit Municipal
Intermediate Fund
T. Rowe Price Summit Municipal Money
Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 24
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, and October 23, 2007 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 6, 2008, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Africa & Middle East Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Concentrated Large-Cap Value
Fund
T. Rowe Price Institutional Large-Cap Core Growth
Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T. Rowe Price Institutional Large-Cap Value Fund
T.
Rowe Price Institutional Mid-Cap Equity Growth Fund
T.
Rowe Price Institutional Small-Cap Stock Fund
T. Rowe Price Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL
INCOME FUNDS, INC.
T. Rowe Price Institutional Core
Plus Fund
T. Rowe Price Institutional Floating Rate
Fund
T. Rowe Price Institutional High Yield Fund
T.
ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Emerging
Europe & Mediterranean Fund
T. Rowe Price European
Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Growth &
Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Overseas Stock Fund
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth
Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T.
ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury
Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/Henry H. Hopkins |
By:_____________________________________ |
Henry H. Hopkins, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph L. Hooley |
By:_____________________________________ |
Joseph L. Hooley, Executive Vice President |
AMENDMENT
NO. 25
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, and February 6, 2008 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 22, 2008, by adding thereto T. Rowe Price Global Real Estate Fund, Inc., T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Global Large-Cap Equity Fund, and T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Global Large-Cap Stock Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Concentrated Large-Cap Value
Fund
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T. Rowe
Price Institutional Large-Cap Value Fund
T. Rowe Price
Institutional Mid-Cap Equity Growth Fund
T. Rowe Price
Institutional Small-Cap Stock Fund
T. Rowe Price Institutional
U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional Global Large-Cap Equity Fund
T. Rowe
Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Balanced Fund
T. Rowe Price Tax-Efficient
Growth Fund
T. Rowe Price Tax-Efficient Multi-Cap Growth
Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE
PRICE SUMMIT FUNDS, INC.
T. Rowe Price Summit Cash
Reserves Fund
T. Rowe Price Summit GNMA Fund
T.
ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T. Rowe Price
Summit Municipal Income Fund
T. Rowe Price Summit Municipal
Intermediate Fund
T. Rowe Price Summit Municipal Money
Market Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 26
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, and July 22, 2008 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 21, 2008, by adding thereto T. Rowe Price Strategic Income Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES,
INC.
T. Rowe Price Blue Chip Growth Portfolio
T. Rowe Price Equity Income Portfolio
T.
Rowe Price Equity Index 500 Portfolio
T. Rowe Price
Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth
Portfolio
T. Rowe Price New America Growth Portfolio
T. Rowe Price Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Concentrated Large-Cap Value
Fund
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T. Rowe
Price Institutional Large-Cap Value Fund
T. Rowe Price
Institutional Mid-Cap Equity Growth Fund
T. Rowe Price
Institutional Small-Cap Stock Fund
T. Rowe Price Institutional
U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional Global Large-Cap Equity Fund
T. Rowe
Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock
Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T.
ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury
Intermediate Fund
U.S. Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 27
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, and October 21, 2008 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 22, 2009, by adding thereto T. Rowe Price U.S. Large-Cap Core Fund, Inc., by removing T. Rowe Price Developing Technologies Fund, Inc. which merged into the T. Rowe Price Science & Technology Fund on November 17, 2008, and by removing T. Rowe Price Institutional Concentrated Large-Cap Value Fund which was liquidated on March 19, 2009.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T. Rowe
Price Institutional Small-Cap Stock Fund
T. Rowe Price
Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Foreign Equity
Fund
T. Rowe Price Institutional Global Equity Fund
T. Rowe Price Institutional Global Large-Cap Equity Fund
T. Rowe Price Institutional International Bond Fund
T. ROWE
PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa
& Middle East Fund
T. Rowe Price Emerging Markets
Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T. Rowe Price Emerging Europe & Mediterranean Fund
T. Rowe Price European Stock Fund
T. Rowe Price Global Bond Fund
T.
Rowe Price Global Large-Cap Stock Fund
T. Rowe Price
Global Stock Fund
T. Rowe Price International Bond
Fund
T. Rowe Price International Discovery Fund
T. Rowe Price International Growth & Income Fund
T. Rowe Price International Stock Fund
T.
Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T. Rowe Price New Asia Fund
T.
Rowe Price Overseas Stock Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T.
Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement
2040 Fund
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 2050 Fund
T.
Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Georgia Tax-Free
Bond Fund
Maryland Short-Term Tax-Free Bond Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Balanced Fund
T. Rowe Price
Tax-Efficient Growth Fund
T. Rowe Price Tax-Efficient
Multi-Cap Growth Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 28
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, and April 22, 2009 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 20, 2009, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Global Infrastructure Fund, by removing T. Rowe Price Tax-Efficient Balanced Fund which was merged into the T. Rowe Price Balanced Fund, Inc., on August 28, 2009; by removing T. Rowe Price Tax-Efficient Growth Fund which merged into the T. Rowe Price Tax-Efficient Multi-Cap Growth Fund on August 28, 2009, and by changing the name of the T. Rowe Price Tax-Efficient Multi-Cap Growth Fund to the T. Rowe Price Tax-Efficient Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME
SERIES, INC.
T. Rowe Price Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Core Growth Fund
T. Rowe Price
Institutional Large-Cap Growth Fund
T. Rowe Price Institutional
Large-Cap Value Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Small-Cap
Stock Fund
T. Rowe Price Institutional U.S. Structured
Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional Global Large-Cap Equity Fund
T. Rowe
Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T.
Rowe Price European Stock Fund
T. Rowe Price Global
Bond Fund
T. Rowe Price Global Infrastructure
Fund
T. Rowe Price Global Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Growth &
Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Overseas Stock Fund
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 29
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, and October 20, 2009 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 10, 2010, by adding thereto T. Rowe Price Real Assets Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE
PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price
Institutional Large-Cap Core Growth Fund
T. Rowe Price
Institutional Large-Cap Growth Fund
T. Rowe Price Institutional
Large-Cap Value Fund
T. Rowe Price Institutional Mid-Cap
Equity Growth Fund
T. Rowe Price Institutional Small-Cap
Stock Fund
T. Rowe Price Institutional U.S. Structured
Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Foreign Equity Fund
T. Rowe
Price Institutional Global Equity Fund
T. Rowe Price
Institutional Global Large-Cap Equity Fund
T. Rowe
Price Institutional International Bond Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T. Rowe Price Africa & Middle East Fund
T.
Rowe Price Emerging Markets Bond Fund
T. Rowe Price
Emerging Markets Stock Fund
T. Rowe Price Emerging
Europe & Mediterranean Fund
T. Rowe Price European
Stock Fund
T. Rowe Price Global Bond Fund
T. Rowe Price Global Infrastructure Fund
T. Rowe Price Global Large-Cap Stock
Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Growth &
Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Overseas Stock Fund
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price
Government Reserve Investment Fund
T. Rowe Price Reserve
Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement 2030 Fund
T.
Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement
2040 Fund
T. Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement 2050 Fund
T.
Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement
Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Georgia Tax-Free
Bond Fund
Maryland Short-Term Tax-Free Bond Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S.
Treasury Intermediate Fund
U.S. Treasury Long-Term
Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 30
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, and February 10, 2009 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 29, 2010, by changing the name of the T. Rowe Price Institutional Foreign Equity Fund to the T. Rowe Price Institutional International Growth Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T.
ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T. Rowe
Price Institutional Small-Cap Stock Fund
T. Rowe Price
Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Emerging Markets
Bond Fund
T. Rowe Price Institutional Emerging Markets
Equity Fund
T. Rowe Price Institutional Global Equity
Fund
T. Rowe Price Institutional Global Large-Cap Equity
Fund
T. Rowe Price Institutional International Bond
Fund
T. Rowe Price Institutional International Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging Markets
Stock Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global
Infrastructure Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SHORT-TERM INCOME FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 31
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, and April 29, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 6, 2010, by changing the name of the T. Rowe Price Short-Term Income Fund, Inc. to the T. Rowe Price Inflation Focused Bond Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T.
ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T. Rowe
Price Institutional Large-Cap Value Fund
T. Rowe Price
Institutional Mid-Cap Equity Growth Fund
T. Rowe Price
Institutional Small-Cap Stock Fund
T. Rowe Price Institutional
U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Global Equity Fund
T. Rowe
Price Institutional Global Large-Cap Equity Fund
T.
Rowe Price Institutional International Bond Fund
T.
Rowe Price Institutional International Growth Equity Fund
T. ROWE PRICE INTERNATIONAL
FUNDS, INC.
T. Rowe Price Africa & Middle East
Fund
T. Rowe Price Emerging Markets Bond Fund
T. Rowe Price Emerging Markets Stock Fund
T.
Rowe Price Emerging Europe & Mediterranean Fund
T.
Rowe Price European Stock Fund
T. Rowe Price Global
Bond Fund
T. Rowe Price Global Infrastructure
Fund
T. Rowe Price Global Large-Cap Stock Fund
T. Rowe Price Global Stock Fund
T.
Rowe Price International Bond Fund
T. Rowe Price International
Discovery Fund
T. Rowe Price International Growth &
Income Fund
T. Rowe Price International Stock Fund
T. Rowe Price Japan Fund
T.
Rowe Price Latin America Fund
T. Rowe Price New Asia
Fund
T. Rowe Price Overseas Stock Fund
T. ROWE
PRICE INTERNATIONAL INDEX FUND, INC.
T. Rowe Price
International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T.
Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price
Government Reserve Investment Fund
T. Rowe Price Reserve
Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T.
ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 32
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, and July 6, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of July 21, 2010, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Concentrated International Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE
INCOME TRUST
California Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T. Rowe
Price Institutional Large-Cap Value Fund
T. Rowe Price
Institutional Mid-Cap Equity Growth Fund
T. Rowe Price
Institutional Small-Cap Stock Fund
T. Rowe Price Institutional
U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Concentrated International
Equity Fund
T. Rowe Price Institutional Emerging
Markets Bond Fund
T. Rowe Price Institutional Emerging
Markets Equity Fund
T. Rowe Price Institutional Global
Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional International
Bond Fund
T. Rowe Price Institutional International
Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging Markets
Stock Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global
Infrastructure Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T.
ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Joseph C. Antonellis |
By:_____________________________________ |
Joseph C. Antonellis, Vice Chairman |
AMENDMENT
NO. 33
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, and July 21, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 21, 2010, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional International Core Equity Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T. Rowe
Price Institutional Large-Cap Value Fund
T. Rowe Price
Institutional Mid-Cap Equity Growth Fund
T. Rowe Price
Institutional Small-Cap Stock Fund
T. Rowe Price Institutional
U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Concentrated International
Equity Fund
T. Rowe Price Institutional Emerging
Markets Bond Fund
T. Rowe Price Institutional Emerging
Markets Equity Fund
T. Rowe Price Institutional Global
Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional International
Bond Fund
T. Rowe Price Institutional International
Core Equity Fund
T. Rowe Price Institutional International Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging Markets
Stock Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global
Infrastructure Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T.
ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 34
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, and October 21, 2010 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 15, 2011, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Markets Local Currency Bond Fund.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T. Rowe
Price Institutional Large-Cap Value Fund
T. Rowe Price
Institutional Mid-Cap Equity Growth Fund
T. Rowe Price
Institutional Small-Cap Stock Fund
T. Rowe Price Institutional
U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Concentrated International
Equity Fund
T. Rowe Price Institutional Emerging
Markets Bond Fund
T. Rowe Price Institutional Emerging
Markets Equity Fund
T. Rowe Price Institutional Global
Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional International
Bond Fund
T. Rowe Price Institutional International
Core Equity Fund
T. Rowe Price Institutional International Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging Markets
Local Currency Bond Fund
T. Rowe Price Emerging Markets
Stock Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global
Infrastructure Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
T.
Rowe Price Government Reserve Investment Fund
T. Rowe
Price Reserve Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T.
ROWE PRICE SPECTRUM FUND, INC.
Spectrum Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 35
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, and April 15, 2011 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 20, 2011, by adding thereto T. Rowe Price Floating Rate Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST
California
Tax-Free Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T. ROWE PRICE FIXED INCOME SERIES, INC.
T.
Rowe Price Limited-Term Bond Portfolio
T. Rowe Price
Prime Reserve Portfolio
T. ROWE PRICE FLOATING RATE FUND, INC.
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE PRICE INDEX TRUST, INC.
T.
Rowe Price Equity Index 500 Fund
T. Rowe Price Extended
Equity Market Index Fund
T. Rowe Price Total Equity
Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T. Rowe Price Institutional Large-Cap Core Growth Fund
T. Rowe Price Institutional Large-Cap Growth Fund
T.
Rowe Price Institutional Large-Cap Value Fund
T. Rowe
Price Institutional Mid-Cap Equity Growth Fund
T. Rowe
Price Institutional Small-Cap Stock Fund
T. Rowe Price
Institutional U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T. Rowe Price Institutional Core Plus Fund
T.
Rowe Price Institutional Floating Rate Fund
T. Rowe
Price Institutional High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS,
INC.
T. Rowe Price Institutional Africa & Middle
East Fund
T. Rowe Price Institutional Concentrated
International
Equity Fund
T.
Rowe Price Institutional Emerging Markets Bond Fund
T.
Rowe Price Institutional Emerging Markets Equity Fund
T.
Rowe Price Institutional Global Equity Fund
T. Rowe
Price Institutional Global Large-Cap Equity Fund
T.
Rowe Price Institutional International Bond Fund
T. Rowe Price Institutional International
Core Equity Fund
T. Rowe Price Institutional International
Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging Markets
Local Currency Bond Fund
T. Rowe Price Emerging Markets
Stock Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global
Infrastructure Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE PRICE RESERVE INVESTMENT
FUNDS, INC.
T. Rowe Price Government Reserve Investment
Fund
T. Rowe Price Reserve Investment Fund
T. ROWE
PRICE RETIREMENT FUNDS, INC.
T. Rowe Price Retirement
2005 Fund
T. Rowe Price Retirement 2010 Fund
T. Rowe Price Retirement 2015 Fund
T.
Rowe Price Retirement 2020 Fund
T. Rowe Price Retirement
2025 Fund
T. Rowe Price Retirement 2030 Fund
T. Rowe Price Retirement 2035 Fund
T.
Rowe Price Retirement 2040 Fund
T. Rowe Price Retirement
2045 Fund
T. Rowe Price Retirement 2050 Fund
T. Rowe Price Retirement 2055 Fund
T.
Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND, INC.
Spectrum
Growth Fund
Spectrum Income Fund
Spectrum
International Fund
T. ROWE PRICE STATE TAX-FREE INCOME TRUST
Georgia
Tax-Free Bond Fund
Maryland Short-Term Tax-Free Bond
Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price Summit Municipal Intermediate
Fund
T. Rowe Price Summit Municipal Money Market Fund
T.
ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T. Rowe Price
Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S.
Treasury Long-Term Fund
U.S. Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 36
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, and April 20, 2011 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of October 17, 2011, by adding thereto T. Rowe Price Multi-Sector Account Portfolios, Inc., on behalf of T. Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio, T. Rowe Price Emerging Markets Local Multi-Sector Account Portfolio, T. Rowe Price Floating Rate Multi-Sector Account Portfolio, T. Rowe Price High Yield Multi-Sector Account Portfolio, T. Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio, and T. Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio; and by changing the name of the T. Rowe Price U.S. Bond Index Fund, Inc. to the T. Rowe Price U.S. Bond Enhanced Index Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC.
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST
California Tax-Free
Bond Fund
California Tax-Free Money Fund
T. ROWE PRICE CAPITAL APPRECIATION FUND
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.
T. ROWE PRICE CORPORATE INCOME FUND, INC.
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.
T. ROWE PRICE DIVIDEND GROWTH FUND, INC.
T. ROWE PRICE EQUITY INCOME FUND
T. ROWE PRICE EQUITY SERIES, INC.
T.
Rowe Price Blue Chip Growth Portfolio
T. Rowe Price
Equity Income Portfolio
T. Rowe Price Equity Index
500 Portfolio
T. Rowe Price Health Sciences Portfolio
T. Rowe Price Mid-Cap Growth Portfolio
T.
Rowe Price New America Growth Portfolio
T. Rowe Price
Personal Strategy Balanced Portfolio
T. ROWE PRICE FINANCIAL SERVICES FUND, INC.
T.
ROWE PRICE FIXED INCOME SERIES, INC.
T. Rowe Price
Limited-Term Bond Portfolio
T. Rowe Price Prime Reserve
Portfolio
T. ROWE PRICE FLOATING RATE FUND, INC.
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC.
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.
T. ROWE PRICE GNMA FUND
T. ROWE PRICE GROWTH & INCOME FUND, INC.
T. ROWE PRICE GROWTH STOCK FUND, INC.
T. ROWE PRICE HEALTH SCIENCES FUND, INC.
T. ROWE PRICE HIGH YIELD FUND, INC.
T. ROWE
PRICE INDEX TRUST, INC.
T. Rowe Price Equity Index
500 Fund
T. Rowe Price Extended Equity Market Index
Fund
T. Rowe Price Total Equity Market Index Fund
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC.
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC.
T. ROWE PRICE INSTITUTIONAL EQUITY FUNDS, INC.
T.
Rowe Price Institutional Large-Cap Core Growth Fund
T.
Rowe Price Institutional Large-Cap Growth Fund
T. Rowe
Price Institutional Large-Cap Value Fund
T. Rowe Price
Institutional Mid-Cap Equity Growth Fund
T. Rowe Price
Institutional Small-Cap Stock Fund
T. Rowe Price Institutional
U.S. Structured Research Fund
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC.
T.
Rowe Price Institutional Core Plus Fund
T. Rowe Price
Institutional Floating Rate Fund
T. Rowe Price Institutional
High Yield Fund
T. ROWE PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC.
T.
Rowe Price Institutional Africa & Middle East Fund
T.
Rowe Price Institutional Concentrated International
Equity Fund
T. Rowe Price Institutional Emerging
Markets Bond Fund
T. Rowe Price Institutional Emerging
Markets Equity Fund
T. Rowe Price Institutional Global
Equity Fund
T. Rowe Price Institutional Global Large-Cap
Equity Fund
T. Rowe Price Institutional International
Bond Fund
T. Rowe Price Institutional International
Core Equity Fund
T. Rowe Price Institutional International
Growth Equity Fund
T. ROWE PRICE INTERNATIONAL FUNDS, INC.
T.
Rowe Price Africa & Middle East Fund
T. Rowe Price
Emerging Markets Bond Fund
T. Rowe Price Emerging Markets
Local Currency Bond Fund
T. Rowe Price Emerging Markets
Stock Fund
T. Rowe Price Emerging Europe & Mediterranean
Fund
T. Rowe Price European Stock Fund
T.
Rowe Price Global Bond Fund
T. Rowe Price Global
Infrastructure Fund
T. Rowe Price Global Large-Cap
Stock Fund
T. Rowe Price Global Stock Fund
T. Rowe Price International Bond Fund
T.
Rowe Price International Discovery Fund
T. Rowe Price
International Growth & Income Fund
T. Rowe Price
International Stock Fund
T. Rowe Price Japan Fund
T. Rowe Price Latin America Fund
T.
Rowe Price New Asia Fund
T. Rowe Price Overseas Stock
Fund
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
T.
Rowe Price International Equity Index Fund
T. ROWE PRICE INTERNATIONAL SERIES, INC.
T. Rowe Price International Stock Portfolio
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.
T. ROWE PRICE MID-CAP GROWTH FUND, INC.
T. ROWE PRICE MID-CAP VALUE FUND, INC.
T. ROWE PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC.
T.
Rowe Price Emerging Markets Bond Multi-Sector Account Portfolio
T.
Rowe Price Emerging Markets Local Multi-Sector Account Portfolio
T.
Rowe Price Floating Rate Multi-Sector Account Portfolio
T.
Rowe Price High Yield Multi-Sector Account Portfolio
T.
Rowe Price Investment-Grade Corporate Multi-Sector Account Portfolio
T.
Rowe Price Mortgage-Backed Securities Multi-Sector Account Portfolio
T. ROWE PRICE NEW AMERICA GROWTH FUND
T. ROWE PRICE NEW ERA FUND, INC.
T. ROWE PRICE NEW HORIZONS FUNDS, INC.
T. ROWE PRICE NEW INCOME FUND, INC.
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.
T.
Rowe Price Personal Strategy Balanced Fund
T. Rowe
Price Personal Strategy Growth Fund
T. Rowe Price Personal
Strategy Income Fund
T. ROWE PRICE PRIME RESERVE FUND, INC.
T. ROWE PRICE REAL ASSETS FUND, INC.
T. ROWE PRICE REAL ESTATE FUND, INC.
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC.
T. Rowe Price
Government Reserve Investment Fund
T. Rowe Price Reserve
Investment Fund
T. ROWE PRICE RETIREMENT FUNDS, INC.
T.
Rowe Price Retirement 2005 Fund
T. Rowe Price Retirement
2010 Fund
T. Rowe Price Retirement 2015 Fund
T. Rowe Price Retirement 2020 Fund
T.
Rowe Price Retirement 2025 Fund
T. Rowe Price Retirement
2030 Fund
T. Rowe Price Retirement 2035 Fund
T. Rowe Price Retirement 2040 Fund
T.
Rowe Price Retirement 2045 Fund
T. Rowe Price Retirement
2050 Fund
T. Rowe Price Retirement 2055 Fund
T. Rowe Price Retirement Income Fund
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
T. ROWE PRICE SHORT-TERM BOND FUND, INC.
T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
T. ROWE PRICE SPECTRUM FUND,
INC.
Spectrum Growth Fund
Spectrum
Income Fund
Spectrum International Fund
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST
Georgia Tax-Free
Bond Fund
Maryland Short-Term Tax-Free Bond Fund
Maryland Tax-Free Bond Fund
Maryland
Tax-Free Money Fund
New Jersey Tax-Free Bond Fund
New York Tax-Free Bond Fund
New
York Tax-Free Money Fund
Virginia Tax-Free Bond Fund
T. ROWE PRICE STRATEGIC INCOME FUND, INC.
T. ROWE PRICE SUMMIT FUNDS, INC.
T.
Rowe Price Summit Cash Reserves Fund
T. Rowe Price
Summit GNMA Fund
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC.
T.
Rowe Price Summit Municipal Income Fund
T. Rowe Price
Summit Municipal Intermediate Fund
T. Rowe Price Summit
Municipal Money Market Fund
T. ROWE PRICE TAX-EFFICIENT FUNDS, INC.
T.
Rowe Price Tax-Efficient Equity Fund
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC.
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC.
T. ROWE PRICE TAX-FREE INCOME FUND, INC.
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC.
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC.
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC.
T. ROWE PRICE U.S. TREASURY
FUNDS, INC.
U.S. Treasury Intermediate Fund
U.S. Treasury Long-Term Fund
U.S.
Treasury Money Fund
T. ROWE PRICE VALUE FUND, INC.
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 37
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, and October 17, 2011 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of February 9, 2012, by adding thereto T. Rowe Price International Funds, Inc., on behalf of T. Rowe Price Emerging Markets Corporate Bond Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST |
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC. |
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE PRICE FIXED INCOME SERIES, INC. |
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC. |
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL
INTERNATIONAL FUNDS, INC. |
T. ROWE
PRICE INTERNATIONAL FUNDS, INC. |
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. |
T. ROWE PRICE INTERNATIONAL SERIES, INC. |
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC. |
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. |
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC. |
T. ROWE PRICE RETIREMENT FUNDS,
INC. |
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE PRICE SHORT-TERM BOND FUND, INC. |
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE
PRICE SPECTRUM FUND, INC. |
T. ROWE PRICE STATE TAX-FREE
INCOME TRUST |
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE PRICE SUMMIT FUNDS,
INC. |
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC. |
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC. |
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. |
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE
PRICE U.S. TREASURY FUNDS, INC. |
T. ROWE PRICE VALUE FUND, INC. |
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 38
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, and February 9, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 24, 2012, by adding thereto T. Rowe Price Institutional International Funds, Inc., on behalf of T. Rowe Price Institutional Global Value Equity Fund and by removing T. Rowe Price Global Bond Fund which merged into the T. Rowe Price International Bond Fund on October 31, 2000.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T.
ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST |
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC. |
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC. |
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC. |
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL
INTERNATIONAL FUNDS, INC. |
T. ROWE
PRICE INTERNATIONAL FUNDS, INC. |
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. |
T. ROWE PRICE INTERNATIONAL SERIES, INC. |
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC. |
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. |
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC. |
T. ROWE PRICE RETIREMENT FUNDS,
INC. |
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE PRICE SHORT-TERM BOND FUND, INC. |
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE
PRICE SPECTRUM FUND, INC. |
T. ROWE PRICE STATE TAX-FREE
INCOME TRUST |
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE PRICE SUMMIT FUNDS,
INC. |
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC. |
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC. |
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. |
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE
PRICE U.S. TREASURY FUNDS, INC. |
T. ROWE PRICE VALUE FUND, INC. |
/s/ David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/ Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 39
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, and April 24, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of September 9, 2012, by adding thereto T. Rowe Price Short-Term Bond Fund, Inc. on behalf of T. Rowe Price Ultra Short-Term Bond Fund and T. Rowe Price Tax-Free Short-Intermediate Fund, Inc. on behalf of T. Rowe Price Tax-Free Ultra Short-Term Bond Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T.
ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST |
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC. |
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC. |
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC. |
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. |
T. ROWE
PRICE INSTITUTIONAL INTERNATIONAL FUNDS, INC. |
T.
ROWE PRICE INTERNATIONAL FUNDS, INC. |
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. |
T. ROWE PRICE INTERNATIONAL SERIES, INC. |
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC. |
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. |
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE PRICE RESERVE INVESTMENT FUNDS, INC.
|
T.
ROWE PRICE RETIREMENT FUNDS, INC. |
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE
PRICE SHORT-TERM BOND FUND, INC. |
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE PRICE SPECTRUM FUND,
INC. |
T. ROWE
PRICE STATE TAX-FREE INCOME TRUST |
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T.
ROWE PRICE SUMMIT FUNDS, INC. |
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. |
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC. |
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC. |
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE PRICE U.S. TREASURY
FUNDS, INC. |
T. ROWE PRICE VALUE FUND, INC. |
/s/David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 40
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, and September 9, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of November 7, 2012, by adding thereto T. Rowe Price Reserve Investment Funds, Inc. on behalf of the T. Rowe Price Short-Term Reserve Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T.
ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST |
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC. |
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC. |
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC. |
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL
INTERNATIONAL FUNDS, INC. |
T. ROWE
PRICE INTERNATIONAL FUNDS, INC. |
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. |
T. ROWE PRICE INTERNATIONAL SERIES, INC. |
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC. |
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. |
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC. |
T. ROWE
PRICE RETIREMENT FUNDS, INC. |
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE
PRICE SHORT-TERM BOND FUND, INC. |
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE PRICE SPECTRUM FUND,
INC. |
T. ROWE PRICE STATE TAX-FREE INCOME TRUST |
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T.
ROWE PRICE SUMMIT FUNDS, INC. |
T. ROWE
PRICE SUMMIT MUNICIPAL FUNDS, INC. |
T. ROWE PRICE TAX-EFFICIENT
FUNDS, INC. |
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE
PRICE TAX-FREE SHORT-INTERMEDIATE FUND, INC. |
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE
PRICE U.S. TREASURY FUNDS, INC. |
T. ROWE PRICE VALUE FUND, INC. |
/s/David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 41
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, and November 7, 2012 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of March 14, 2013, by adding thereto T. Rowe Price Reserve Investment Funds, Inc. on behalf of the T. Rowe Price Short-Term Government Reserve Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T.
ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST |
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC. |
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC. |
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC. |
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL
INTERNATIONAL FUNDS, INC. |
T. ROWE
PRICE INTERNATIONAL FUNDS, INC. |
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. |
T. ROWE PRICE INTERNATIONAL SERIES, INC. |
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC. |
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. |
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC. |
T. ROWE
PRICE RETIREMENT FUNDS, INC. |
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE
PRICE SHORT-TERM BOND FUND, INC. |
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE PRICE SPECTRUM FUND,
INC. |
T. ROWE PRICE STATE TAX-FREE INCOME TRUST |
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE
PRICE SUMMIT FUNDS, INC. |
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. |
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC. |
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC. |
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE PRICE U.S. TREASURY
FUNDS, INC. |
T. ROWE PRICE VALUE FUND, INC. |
/s/David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 42
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, and March 14, 2013 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 4, 2013, by adding thereto T. Rowe Price Global Allocation Fund, Inc.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE
PRICE CALIFORNIA TAX-FREE INCOME TRUST |
T. ROWE PRICE CAPITAL APPRECIATION FUND |
T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC. |
T. ROWE PRICE CORPORATE INCOME FUND, INC. |
T. ROWE PRICE DIVERSIFIED MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC. |
T. ROWE PRICE DIVIDEND GROWTH FUND, INC. |
T. ROWE PRICE EQUITY INCOME FUND |
T. ROWE PRICE EQUITY SERIES,
INC. |
T. ROWE PRICE FINANCIAL SERVICES FUND, INC. |
T. ROWE
PRICE FIXED INCOME SERIES, INC. |
T. ROWE PRICE FLOATING RATE FUND, INC. |
T. ROWE PRICE GLOBAL ALLOCATION FUND, INC. |
T. ROWE PRICE GLOBAL REAL ESTATE FUND, INC. |
T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC. |
T. ROWE PRICE GNMA FUND |
T. ROWE PRICE GROWTH & INCOME FUND, INC. |
T. ROWE PRICE GROWTH STOCK FUND, INC. |
T. ROWE PRICE HEALTH SCIENCES FUND, INC. |
T. ROWE PRICE HIGH YIELD FUND, INC. |
T. ROWE PRICE INDEX TRUST, INC. |
T. ROWE PRICE INFLATION FOCUSED BOND FUND, INC. |
T. ROWE PRICE INFLATION PROTECTED BOND FUND, INC. |
T. ROWE PRICE INSTITUTIONAL
EQUITY FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL INCOME FUNDS, INC. |
T. ROWE PRICE INSTITUTIONAL
INTERNATIONAL FUNDS, INC. |
T. ROWE
PRICE INTERNATIONAL FUNDS, INC. |
T. ROWE PRICE INTERNATIONAL INDEX FUND, INC. |
T. ROWE PRICE INTERNATIONAL SERIES, INC. |
T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC. |
T. ROWE PRICE MID-CAP GROWTH FUND, INC. |
T. ROWE PRICE MID-CAP VALUE FUND, INC. |
T. ROWE
PRICE MULTI-SECTOR ACCOUNT PORTFOLIOS, INC. |
T. ROWE PRICE NEW AMERICA GROWTH FUND |
T. ROWE PRICE NEW ERA FUND, INC. |
T. ROWE PRICE NEW HORIZONS FUNDS, INC. |
T. ROWE PRICE NEW INCOME FUND, INC. |
T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC. |
T. ROWE PRICE PRIME RESERVE FUND, INC. |
T. ROWE PRICE REAL ASSETS FUND, INC. |
T. ROWE PRICE REAL ESTATE FUND, INC. |
T. ROWE
PRICE RESERVE INVESTMENT FUNDS, INC. |
T. ROWE
PRICE RETIREMENT FUNDS, INC. |
T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC. |
T. ROWE
PRICE SHORT-TERM BOND FUND, INC. |
T. ROWE PRICE SMALL-CAP STOCK FUND, INC. |
T. ROWE PRICE SMALL-CAP VALUE FUND, INC. |
T. ROWE PRICE SPECTRUM FUND,
INC. |
T. ROWE PRICE STATE TAX-FREE INCOME TRUST |
T. ROWE PRICE STRATEGIC INCOME FUND, INC. |
T. ROWE
PRICE SUMMIT FUNDS, INC. |
T. ROWE PRICE SUMMIT MUNICIPAL FUNDS, INC. |
T. ROWE
PRICE TAX-EFFICIENT FUNDS, INC. |
T. ROWE PRICE TAX-EXEMPT MONEY FUND, INC. |
T. ROWE PRICE TAX-FREE HIGH YIELD FUND, INC. |
T. ROWE PRICE TAX-FREE INCOME FUND, INC. |
T. ROWE PRICE TAX-FREE SHORT-INTERMEDIATE
FUND, INC. |
T. ROWE PRICE U.S. BOND ENHANCED INDEX FUND, INC. |
T. ROWE PRICE U.S. LARGE-CAP CORE FUND, INC. |
T. ROWE PRICE U.S. TREASURY
FUNDS, INC. |
T. ROWE PRICE VALUE FUND, INC. |
/s/David Oestreicher |
By:_____________________________________ |
David Oestreicher, Vice President |
STATE STREET BANK AND TRUST COMPANY |
/s/Michael F. Rogers |
By:_____________________________________ |
Michael F. Rogers, Executive Vice President |
AMENDMENT
NO. 43
TO
CUSTODIAN CONTRACT BETWEEN
STATE STREET BANK AND TRUST COMPANY AND
THE T. ROWE PRICE FUNDS
The Custodian Contract of January 28, 1998, as amended November 4, 1998, April 21, 1999, February 9, 2000, April 19, 2000, July 18, 2000, October 25, 2000, February 7, 2001, July 24, 2001, April 24, 2002, July 24, 2002, September 4, 2002, July 23, 2003, October 22, 2003, February 4, 2004, September 20, 2004, March 2, 2005, April 19, 2006, July 19, 2006, October 18, 2006, April 24, 2007, June 12, 2007, July 24, 2007, October 23, 2007, February 6, 2008, July 22, 2008, October 21, 2008, April 22, 2009, August 28, 2009, October 20, 2009, February 10, 2009, April 29, 2010, July 6, 2010, July 21, 2010, October 21, 2010, April 15, 2011, April 20, 2011, October 17, 2011, February 9, 2012, April 24, 2012, September 9, 2012, November 7, 2012, March 14, 2013, and April 4, 2013 between State Street Bank and Trust Company and each of the Parties listed on Appendix A thereto is hereby further amended, as of April 22, 2013, by adding thereto T. Rowe Price Institutional Income Funds, Inc. on behalf of the T. Rowe Price Institutional Long Duration Credit Fund.
T. ROWE PRICE BALANCED FUND, INC. |
T. ROWE PRICE BLUE CHIP GROWTH FUND, INC. |
T. ROWE PRICE CALIFORNIA TAX-FREE INCOME TRUST |